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                                                                   EXHIBIT 99-12

                                 AMENDMENT NO. 2

                            DATED AS OF MAY 28, 2003


            This AMENDMENT among THE DETROIT EDISON COMPANY, a Michigan
corporation (the "Seller"), CORPORATE ASSET FUNDING COMPANY, INC. (the
"Investor"), CITIBANK, N.A. ("Citibank"), and CITICORP NORTH AMERICA, INC.,
individually and as agent (the "Agent") for itself, the Owner and Citibank.

            PRELIMINARY STATEMENTS:

            (1) The Seller, the Investor, Citibank and the Agent have entered
into a Trade Receivables Purchase and Sale Agreement, dated as of February 28,
1989, an Amendment and Restatement thereof, dated as of October 1, 1991, an
Amendment and Restatement thereof dated as of March 9, 2001 and an Amendment
dated as of January 17, 2003 (said Trade Receivables Purchase and Sale
Agreement, as so amended and restated, being the "Agreement"; the terms defined
therein being used herein as therein defined unless otherwise defined herein).

            (2) The Seller, the Investor, Citibank and the Agent have agreed to
amend the Agreement as hereinafter set forth.

            SECTION 2. Amendments to Agreement. Effective as of the date hereof:


            2.1 Section 2.11(a) of the Agreement is amended in its entirety to
read as follows:

            "(a) If CNAI, the Owner, any entity which enters into a commitment
            to purchase Eligible Assets or interests therein, or any of their
            respective Affiliates (each an "Affected Person") determines that
            (i) compliance with any law or regulation or any guideline or
            request from any central bank or other governmental authority
            (whether or not having the force of law) affects or would affect the
            amount of the capital required or expected to be maintained by such
            Affected Person and such Affected Person determines that the amount
            of such capital is increased by or based upon the existence of any
            commitment to make purchases of or otherwise to maintain the
            investment in Pool Receivables or interests therein related to this
            Agreement or to the funding thereof and other commitments of the
            same type, or (ii) as a result of the existence of, or occurrence of
            any change in, accounting standards (including the issuance of any
            pronouncement, interpretation or release), all or any portion of the
            assets and liabilities of the Investor, including the assets which
            are the subject of this Agreement and the agreements related hereto,
            are consolidated (for financial and/or accounting purposes) with
            those of such Affected


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            Person (other than the Investor), then, upon demand by such Affected
            Person (with a copy to the Agent), the Seller shall immediately pay
            to the Agent, for the account of such Affected Person (as a
            third-party beneficiary), from time to time as specified by such
            Affected Person, additional amounts sufficient to compensate such
            Affected Person in the light of such circumstances, in the case of
            clause (i), to the extent that such Affected Person reasonably
            determines such increase in capital to be allocable to the existence
            of any of such commitments, and, in the case of clause (ii), to the
            extent of any increased capital charge or reduced return resulting
            from the consolidation of the assets and liabilities which are the
            subject of this Agreement and the agreements related hereto, as
            reasonably determined by such Affected Person; provided, however,
            that with respect to Affected Persons other than Citibank, CNAI, the
            Investor or their respective Affiliates, payment, in the case of
            clause (i), will be provided only for increases in capital resulting
            from changes in laws, regulations or guidelines from and after June
            14, 1991. A certificate as to such amounts submitted to the Seller
            and the Agent by such Affected Person shall be conclusive and
            binding for all purposes, absent manifest error."

            2.2 Section 7.01(h) of the Agreement is amended by deleting the
percentage "50%" in the last line thereof (maximum Default-to-Delinquency Ratio)
and replacing it with the percentage "60%."

            2.3 Section 11.08 of the Agreement is amended by adding a new
paragraph thereto which reads in its entirety as follows:

            "Notwithstanding any other provision herein, each party hereto (and
            each employee, representative or other agent of each party hereto)
            may disclose to any and all Persons, without limitation of any kind,
            the U.S. tax treatment and U.S. structure of the transaction
            contemplated by this Agreement and the other agreements related
            hereto and all materials of any kind (including opinions or other
            tax analyses) that are provided to such party relating to such U.S.
            tax treatment and U.S. tax structure, other than any information for
            which nondisclosure is reasonably necessary in order to comply with
            applicable securities laws."

            2.4 Schedule II annexed to the Agreement is amended in its entirety
to read as Exhibit I to this Amendment.

            SECTION 3. Representations and Warranties of the Seller. The Seller
represents and warrants as follows:

            (1) The Seller is a corporation duly incorporated, validly existing
      and in good standing under the laws of the State of Michigan.



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            (2) The execution, delivery and performance by the Seller of this
      Amendment and the Agreement, as amended hereby, and the transactions
      contemplated hereby and thereby are within the Seller's corporate powers,
      have been duly authorized by all necessary corporate action, do not
      contravene (i) the Seller's charter or by-laws or (ii) law or any
      contractual restriction binding on or affecting the Seller and, except to
      the extent contemplated by the Agreement, do not result in or require the
      creation of any lien, security interest or other charge or encumbrance
      upon or with respect to any of its properties.

            (3) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body is
      required for the due execution, delivery and performance by the Seller of
      this Amendment or the Agreement, as amended hereby, except for the filing
      from time to time of continuation statements continuing the effectiveness
      of the UCC Financing Statements referred to in Article III of the
      Agreement, which continuation statements have been duly filed and are in
      full force and effect on the date hereof.

            (4) This Amendment and the Agreement, as amended hereby, constitute
      the legal, valid and binding obligations of the Seller enforceable against
      the Seller in accordance with their respective terms.

            SECTION 4. Reference to and Effect on the Agreement; Consent of the
Agent. (a) On and after the date hereof, each reference in the Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Agreement, shall mean and be a reference to the Agreement as amended hereby.

            (1) Except as specifically amended above, the Agreement is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.

            (2) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Seller, the Investor, the Owner, Citibank or the
Agent under the Agreement, nor constitute a waiver of any provision of the
Agreement.

            (3) In accordance with the provisions of Section 1.02 of the
Citibank Agreement, the Agent (as the Agent under the Citibank Agreement) hereby
consents to the amendment to Schedule II set forth herein.

            SECTION 5. Costs, Expenses and Taxes. The Seller agrees to pay on
demand all costs and expenses in connection with the preparation, execution,
delivery and administration of this Amendment and the other documents to be
delivered in connection therewith, including, without limitation, the reasonable
fees and reasonable out-of-pocket expenses of counsel for the Agent with respect
thereto and with respect to advising the Agent as to its rights and
responsibilities hereunder and thereunder, and all costs and expenses, if any
(including, without limitation, reasonable counsel fees and reasonable
expenses), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Amendment and the other documents to be
delivered in


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connection therewith. In addition, the Seller shall pay any and all stamp and
other taxes payable or determined to be payable in connection with the execution
and delivery of this Amendment and the other documents to be delivered in
connection therewith, and agrees to indemnify the Agent, the Investor, the
Owner, Citibank, CNAI and their respective Affiliates against any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes.

            SECTION 6. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

            SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                      THE DETROIT EDISON COMPANY


                                      By:  /s/David R. Murphy
                                         --------------------------------------
                                           Assistant Treasurer


                                      CORPORATE ASSET FUNDING COMPANY, INC.
                                           By Citicorp North America, Inc.,
                                                 as Attorney-in-Fact


                                      By:  /s/Joseph A. Farina
                                         --------------------------------------
                                           Vice President



                                      CITICORP NORTH AMERICA, INC.,
                                           Individually and as Agent



                                      By:  /s/Joseph A. Farina
                                         --------------------------------------
                                           Vice President


                                      CITIBANK, N.A.


                                      By:  /s/Joseph A. Farina
                                         --------------------------------------
                                           Vice President



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                                                                     SCHEDULE II

                                    EXHIBIT I

                              SPECIAL ACCOUNT BANKS

<TABLE>
<CAPTION>

NAMES OF BANKS AND ACCOUNTS                                   ACCOUNT NUMBERS
---------------------------                                   ---------------
<S>                                                           <C>
Comerica Bank                                                   1000-909260
      -  General

Bank One                                                        11028-23
      - General
</TABLE>




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