Exhibit 4-259
   
 
  
  
 
  
   1




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PAGEPARTIES
    
    
    3RECITALS
    
    
    3Original Indenture and Supplementals
    
    
    3Issue of Bonds Under Indenture
    
    
    3Bonds Heretofore Issued
    
    
    4Reason for Creation of New Series
    
    
    10Bonds to be 2008 Series J
    
    
    10Further Assurance
    
    
    10Authorization of Supplemental Indenture
    
    
    11Consideration for Supplemental Indenture
    
    
    11PART I. CREATION OF THREE HUNDRED FIFTY-THIRD SERIES OF BONDS, GENERAL AND REFUNDING
MORTGAGE BONDS, 2008 SERIES J
    
    
    11Sec. 1. Terms of Bonds of 2008 Series J
    
    
    11Sec. 2. Release
    
    
    13Sec. 3. Redemption of Bonds of 2008 Series J
    
    
    14Sec. 4. Redemption of Bonds of 2008 Series J in Event of Acceleration of
Notes
    
    
    14Sec. 5. Form of Bonds of 2008 Series J
    
    
    15Form of Trustees Certificate
    
    
    16Form of Reverse of Bond
    
    
    16PART II. RECORDING AND FILING DATA
    
    
    19Recording and Filing of Original Indenture
    
    
    19Recording and Filing of Supplemental Indentures
    
    
    19Recording and Filing of Supplemental Indenture Dated as of June 1, 2008
    
    
    24Recording and Filing of Supplemental Indenture Dated as of July 1, 2008
    
    
    25Recording of Certificates of Provision for Payment
    
    
    25PART III. THE TRUSTEE
    
    
    26Terms and Conditions of Acceptance of Trust by Trustee
    
    
    26PART IV. MISCELLANEOUS
    
    
    26Confirmation of Section 318(c) of Trust Indenture Act
    
    
    26Execution in Counterparts
    
    
    26EXECUTION
    
    
    27Testimonium
    
    
    27Execution by Company
    
    
    28Acknowledgment of Execution by Company
    
    
    29Execution by Trustee
    
    
    30Acknowledgment of Execution by Trustee
    
    
    31Affidavit as to Consideration and Good Faith
    
    
    32
 
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    This Table of Contents shall not have any bearing upon the interpretation of any of the terms
or provisions of this Indenture. 2




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PARTIES.
    
    SUPPLEMENTAL INDENTURE, dated as of the 1st day of October, in the year
2008, between THE DETROIT EDISON COMPANY, a corporation organized and
existing under the laws of the State of Michigan and a public utility,
having its corporate offices at 2000 2nd Avenue, Detroit, Michigan
48226 (hereinafter called the Company), party of the first part, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (successor to J.P.
Morgan Trust Company, National Association), a trust company organized
and existing under the laws of the United States, having a corporate
trust office at 719 Griswold Street, Suite 930, Detroit, Michigan
48226, as successor Trustee under the Mortgage and Deed of Trust
hereinafter mentioned (hereinafter called the Trustee), party of the
second part.ORIGINAL
INDENTURE AND
SUPPLEMENTALS.
    
    WHEREAS, the Company has heretofore executed and delivered its Mortgage
and Deed of Trust (hereinafter referred to as the Original
Indenture), dated as of October 1, 1924, to the Trustee, for the
security of all bonds of the Company outstanding thereunder, and
pursuant to the terms and provisions of the Original Indenture,
indentures dated as of, respectively, June 1, 1925, August 1, 1927,
February 1, 1931, June 1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, November 1, 1936, February 1, 1940, December 1,
1940, September 1, 1947, March 1, 1950, November 15, 1951, January 15,
1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June
1, 1959, December 1, 1966, October 1, 1968, December 1, 1969, July 1,
1970, December 15, 1970, June 15, 1971, November 15, 1971, January 15,
1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975,
December 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976,
February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977, October
1, 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1, 1979,
September 1, 1979, September 15, 1979, January 1, 1980, April 1, 1980,
August 15, 1980, August 1, 1981, November 1, 1981, June 30, 1982,
August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15,
1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30,
1986, January 31, 1987, April 1, 1987, August 15, 1987, November 30,
1987, June 15, 1989, July 15, 1989, December 1, 1989, February 15,
1990, November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991,
September 1, 1991, November 1, 1991, January 15, 1992, February 29,
1992, April 15, 1992, July 15, 1992, July 31, 1992, November 30, 1992,
December 15, 1992, January 1, 1993, March 1, 1993, March 15, 1993,
April 1, 1993, April 26, 1993, May 31, 1993, June 30, 1993, June 30,
1993, September 15, 1993, March 1, 1994, June 15, 1994, August 15,
1994, December 1, 1994, August 1, 1995, August 1, 1999, August 15,
1999, January 1, 2000, April 15, 2000, August 1, 2000, March 15, 2001,
May 1, 2001, August 15, 2001, September 15, 2001, September 17, 2002,
October 15, 2002, December 1, 2002, August 1, 2003, March 15, 2004,
July 1, 2004, February 1, 2005, April 1, 2005, August 1, 2005,
September 15, 2005, September 30, 2005, May 15, 2006, December 1, 2006,
December 1, 2007, April 1, 2008, May 1, 2008, June 1, 2008 and July 1,
2008 supplemental to the Original Indenture, have heretofore been
entered into between the Company and the Trustee (the Original
Indenture and all indentures supplemental thereto together being
hereinafter sometimes referred to as the Indenture); andISSUE OF BONDS UNDER INDENTURE.
    
    WHEREAS, the Indenture provides that said bonds shall be issuable in
one or more series, and makes provision that the rates of interest and
dates for the payment thereof, the date of maturity or dates of
maturity, if of serial maturity,
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the terms and rates of optional
redemption (if redeemable),
the forms of registered bonds without
coupons of any series and any other provisions and agreements in
respect thereof, in the Indenture provided and permitted, as the Board
of Directors may determine, may be expressed in a supplemental
indenture to be made by the Company to the Trustee thereunder; andBONDS
HERETOFORE
ISSUED.
    
    WHEREAS, bonds in the principal amount of Twelve billion nine hundred
eighty-one million three hundred fifty-two thousand dollars
($12,981,352,000) have heretofore been issued under the Indenture as
follows, viz:
 (1)
    
    Bonds of Series A
    
     Principal Amount $26,016,000,(2)
    
    Bonds of Series B
    
     Principal Amount $23,000,000,(3)
    
    Bonds of Series C
    
     Principal Amount $20,000,000,(4)
    
    Bonds of Series D
    
     Principal Amount $50,000,000,(5)
    
    Bonds of Series E
    
     Principal Amount $15,000,000,(6)
    
    Bonds of Series F
    
     Principal Amount $49,000,000,(7)
    
    Bonds of Series G
    
     Principal Amount $35,000,000,(8)
    
    Bonds of Series H
    
     Principal Amount $50,000,000,(9)
    
    Bonds of Series I
    
     Principal Amount $60,000,000,(10)
    
    Bonds of Series J
    
     Principal Amount $35,000,000,(11)
    
    Bonds of Series K
    
     Principal Amount $40,000,000,(12)
    
    Bonds of Series L
    
     Principal Amount $24,000,000,(13)
    
    Bonds of Series M
    
     Principal Amount $40,000,000,(14)
    
    Bonds of Series N
    
     Principal Amount $40,000,000,(15)
    
    Bonds of Series O
    
     Principal Amount $60,000,000,(16)
    
    Bonds of Series P
    
     Principal Amount $70,000,000,(17)
    
    Bonds of Series Q
    
     Principal Amount $40,000,000,(18)
    
    Bonds of Series W
    
     Principal Amount $50,000,000,(19)
    
    Bonds of Series AA
    
     Principal Amount $100,000,000,(20)
    
    Bonds of Series BB
    
     Principal Amount $50,000,000,(21)
    
    Bonds of Series CC
    
     Principal Amount $50,000,000,(22)
    
    Bonds of Series UU
    
     Principal Amount $100,000,000,
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(23-31)
    
    Bonds of Series DDP Nos. 1-9
    
     Principal Amount $14,305,000,(32-45)
    
    Bonds of Series FFR Nos. 1-14
    
     Principal Amount $45,600,000,(46-67)
    
    Bonds of Series GGP Nos. 1-22
    
     Principal Amount $42,300,000,(68)
    
    Bonds of Series HH
    
     Principal Amount $50,000,000,(69-90)
    
    Bonds of Series IIP Nos. 1-22
    
     Principal Amount $3,750,000,(91-98)
    
    Bonds of Series JJP Nos. 1-8
    
     Principal Amount $6,850,000,(99-107)
    
    Bonds of Series KKP Nos. 1-9
    
     Principal Amount $34,890,000,(108-122)
    
    Bonds of Series LLP Nos. 1-15
    
     Principal Amount $8,850,000,(123-143)
    
    Bonds of Series NNP Nos. 1-21
    
     Principal Amount $47,950,000,(144-161)
    
    Bonds of Series OOP Nos. 1-18
    
     Principal Amount $18,880,000,(162-180)
    
    Bonds of Series QQP Nos. 1-19
    
     Principal Amount $13,650,000,(181-195)
    
    Bonds of Series TTP Nos. 1-15
    
     Principal Amount $3,800,000,(196)
    
    Bonds of 1980 Series A
    
     Principal Amount $50,000,000,(197-221)
    
    Bonds of 1980 Series CP Nos.
1-25
    
     Principal Amount $35,000,000,(222-232)
    
    Bonds of 1980 Series DP Nos.
1-11
    
     Principal Amount $10,750,000,(233-248)
    
    Bonds of 1981 Series AP Nos.
1-16
    
     Principal Amount $124,000,000,(249)
    
    Bonds of 1985 Series A
    
     Principal Amount $35,000,000,(250)
    
    Bonds of 1985 Series B
    
     Principal Amount $50,000,000,(251)
    
    Bonds of Series PP
    
     Principal Amount $70,000,000,(252)
    
    Bonds of Series RR
    
     Principal Amount $70,000,000,(253)
    
    Bonds of Series EE
    
     Principal Amount $50,000,000,(254-255)
    
    Bonds of Series MMP and MMP
No. 2
    
     Principal Amount $5,430,000,(256)
    
    Bonds of Series T
    
     Principal Amount $75,000,000,(257)
    
    Bonds of Series U
    
     Principal Amount $75,000,000,
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(258)
    
    Bonds of 1986 Series B
    
     Principal Amount $100,000,000,(259)
    
    Bonds of 1987 Series D
    
     Principal Amount $250,000,000,(260)
    
    Bonds of 1987 Series E
    
     Principal Amount $150,000,000,(261)
    
    Bonds of 1987 Series C
    
     Principal Amount $225,000,000,(262)
    
    Bonds of Series V
    
     Principal Amount $100,000,000,(263)
    
    Bonds of Series SS
    
     Principal Amount $150,000,000,(264)
    
    Bonds of 1980 Series B
    
     Principal Amount $100,000,000,(265)
    
    Bonds of 1986 Series C
    
     Principal Amount $200,000,000,(266)
    
    Bonds of 1986 Series A
    
     Principal Amount $200,000,000,(267)
    
    Bonds of 1987 Series B
    
     Principal Amount $175,000,000,(268)
    
    Bonds of Series X
    
     Principal Amount $100,000,000,(269)
    
    Bonds of 1987 Series F
    
     Principal Amount $200,000,000,(270)
    
    Bonds of 1987 Series A
    
     Principal Amount $300,000,000,(271)
    
    Bonds of Series Y
    
     Principal Amount $60,000,000,(272)
    
    Bonds of Series Z
    
     Principal Amount $100,000,000,(273)
    
    Bonds of 1989 Series A
    
     Principal Amount $300,000,000,(274)
    
    Bonds of 1984 Series AP
    
     Principal Amount $2,400,000,(275)
    
    Bonds of 1984 Series BP
    
     Principal Amount $7,750,000,(276)
    
    Bonds of Series R
    
     Principal Amount $100,000,000,(277)
    
    Bonds of Series S
    
     Principal Amount $150,000,000,(278)
    
    Bonds of 1993 Series D
    
     Principal Amount $100,000,000,(279)
    
    Bonds of 1992 Series E
    
     Principal Amount $50,000,000,(280)
    
    Bonds of 1993 Series B
    
     Principal Amount $50,000,000,(281)
    
    Bonds of 1989 Series BP
    
     Principal Amount $66,565,000,(282)
    
    Bonds of 1990 Series A
    
     Principal Amount $194,649,000,(283)
    
    Bonds of 1990 Series D
    
     Principal Amount $0,(284)
    
    Bonds of 1993 Series G
    
     Principal Amount $225,000,000,
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(285)
    
    Bonds of 1993 Series K
    
     Principal Amount $160,000,000,(286)
    
    Bonds of 1991 Series EP
    
     Principal Amount $41,480,000,(287)
    
    Bonds of 1993 Series H
    
     Principal Amount $50,000,000,(288)
    
    Bonds of 1999 Series D
    
     Principal Amount $40,000,000,(289)
    
    Bonds of 1991 Series FP
    
     Principal Amount $98,375,000,(290)
    
    Bonds of 1992 Series BP
    
     Principal Amount $20,975,000,(291)
    
    Bonds of 1992 Series D
    
     Principal Amount $300,000,000,(292)
    
    Bonds of 1992 Series CP
    
     Principal Amount $35,000,000,(293)
    
    Bonds of 1993 Series C
    
     Principal Amount $225,000,000,(294)
    
    Bonds of 1993 Series E
    
     Principal Amount $400,000,000,(295)
    
    Bonds of 1993 Series J
    
     Principal Amount $300,000,000,(296-301)
    
    Bonds of Series KKP Nos. 10-15
    
     Principal Amount $179,590,000,(302)
    
    Bonds of 1989 Series BP No. 2
    
     Principal Amount $36,000,000,(303)
    
    Bonds of 1993 Series FP
    
     Principal Amount $5,685,000,(304)
    
    Bonds of 1993 Series IP
    
     Principal Amount $5,825,000,(305)
    
    Bonds of 1994 Series AP
    
     Principal Amount $7,535,000,(306)
    
    Bonds of 1994 Series BP
    
     Principal Amount $12,935,000,(307)
    
    Bonds of 1994 Series DP
    
     Principal Amount $23,700,000,(308)
    
    Bonds of 1994 Series C
    
     Principal Amount $200,000,000,(309)
    
    Bonds of 2000 Series A
    
     Principal Amount $220,000,000,(310)
    
    Bonds of 2005 Series A
    
     Principal Amount $200,000,000,(311)
    
    Bonds of 1995 Series AP
    
     Principal Amount $97,000,000,(312)
    
    Bonds of 1995 Series BP
    
     Principal Amount $22,175,000,(313)
    
    Bonds of 2001 Series D
    
     Principal Amount $200,000,000,(314)
    
    Bonds of 2005 Series B
    
     Principal Amount $200,000,000,(315)
    
    Bonds of 2006 Series CT
    
     Principal Amount $68,500,000,
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(316)
    
    Bonds of 2005 Series DT
    
     Principal Amount $119,175,000, and(317)
    
    Bonds of 1991 Series AP
    
     Principal Amount $32,375,000;
 all of which have either been retired and cancelled, or no longer
represent obligations of the Company, having matured or having been
called for redemption and funds necessary to effect the payment,
redemption and retirement thereof having been deposited with the
Trustee as a special trust fund to be applied for such purpose;(318)
    
    Bonds of 1990 Series B in the principal amount of Two hundred fifty-six
million nine hundred thirty-two thousand dollars ($256,932,000) of
which One hundred eighty million eight hundred four thousand dollars
($180,804,000) principal amount have heretofore been retired;(319)
    
    Bonds of 1990 Series C in the principal amount of Eighty-five million
four hundred seventy-five thousand dollars ($85,475,000) of which
Sixty-four million nine hundred sixty-one thousand dollars
($64,961,000) principal amount have heretofore been retired;(320)
    
    INTENTIONALLY RESERVED FOR 1990 SERIES E;(321)
    
    INTENTIONALLY RESERVED FOR 1990 SERIES F;(322)
    
    Bonds of 1991 Series BP in the principal amount of Twenty-five million
nine hundred ten thousand dollars ($25,910,000), all of which are
outstanding at the date hereof;(323)
    
    Bonds of 1991 Series CP in the principal amount of Thirty-two million
eight hundred thousand dollars ($32,800,000), all of which are
outstanding at the date hereof;(324)
    
    Bonds of 1991 Series DP in the principal amount of Thirty-seven million
six hundred thousand dollars ($37,600,000), all of which are
outstanding at the date hereof;(325)
    
    Bonds of 1992 Series AP in the principal amount of Sixty-six million
dollars ($66,000,000), all of which are outstanding at the date hereof;(326)
    
    Bonds of 1993 Series AP in the principal amount of Sixty-five million
dollars ($65,000,000), all of which are outstanding at the date hereof;(327)
    
    Bonds of 1999 Series AP in the principal amount of One hundred eighteen
million three hundred sixty thousand dollars ($118,360,000), all of
which are outstanding at the date hereof;(328)
    
    Bonds of 1999 Series BP in the principal amount of Thirty-nine million
seven hundred forty-five thousand dollars ($39,745,000), all of which
are outstanding of the date hereof;(329)
    
    Bonds of 1999 Series CP in the principal amount of Sixty-six million
five hundred sixty-five thousand dollars ($66,565,000), all of which
are outstanding at the date hereof;
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(330)
    
    Bonds of 2000 Series B in the principal amount of Fifty million seven
hundred forty-five thousand dollars ($50,745,000), all of which are
outstanding at the date hereof;(331)
    
    Bonds of 2001 Series AP in the principal amount of Thirty-one million
($31,000,000), all of which are outstanding at the date hereof;(332)
    
    Bonds of 2001 Series BP in the principal amount of Eighty-two million
three hundred fifty thousand ($82,350,000), all of which are
outstanding at the date hereof;(333)
    
    Bonds of 2001 Series CP in the principal amount of One hundred
thirty-nine million eight hundred fifty-five thousand dollars
($139,855,000), all of which are outstanding at the date hereof;(334)
    
    Bonds of 2001 Series E in the principal amount of Five hundred million
dollars ($500,000,000), all of which are outstanding at the date
hereof;(335)
    
    Bonds of 2002 Series A in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are
outstanding at the date hereof;(336)
    
    Bonds of 2002 Series B in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are
outstanding at the date hereof;(337)
    
    Bonds of 2002 Series C in the principal amount of Sixty-four million
three hundred thousand dollars ($64,300,000), all of which are
outstanding at the date hereof;(338)
    
    Bonds of 2002 Series D in the principal amount of Fifty-five million
nine hundred seventy-five thousand dollars ($55,975,000), all of which
are outstanding at the date hereof;(339)
    
    Bonds of 2003 Series A in the principal amount of Forty-nine million
dollars ($49,000,000), all of which are outstanding at the date hereof;(340)
    
    Bonds of 2004 Series A in the principal amount of Thirty-six million
dollars ($36,000,000), all of which are outstanding at the date hereof;(341)
    
    Bonds of 2004 Series B in the principal amount of Thirty-one million
nine hundred eighty thousand dollars ($31,980,000), all of which are
outstanding at the date hereof;(342)
    
    Bonds of 2004 Series D in the principal amount of Two hundred million
dollars ($200,000,000), all of which are outstanding at the date
hereof;(343)
    
    Bonds of 2005 Series AR in the principal amount of Two hundred million
dollars ($200,000,000), all of which are outstanding at the date
hereof;(344)
    
    Bonds of 2005 Series BR in the principal amount of Two hundred million
dollars ($200,000,000), all of which are outstanding at the date
hereof;
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(345)
    
    Bonds of 2005 Series C in the principal amount of One hundred million
dollars ($100,000,000), all of which are outstanding at the date
hereof;(346)
    
    Bonds of 2005 Series E in the principal amount of Two hundred fifty
million dollars ($250,000,000), all of which are outstanding at the
date hereof;(347)
    
    Bonds of 2006 Series A in the principal amount of Two hundred fifty
million dollars ($250,000,000), all of which are outstanding at the
date hereof;(348)
    
    Bonds of 2007 Series A in the principal amount of Fifty million dollars
($50,000,000), all of which are outstanding at the date hereof;(349)
    
    Bonds of 2008 Series DT in the principal amount of Sixty-eight million
five hundred thousand dollars ($68,500,000), all of which are
outstanding at the date hereof;(350)
    
    Bonds of 2008 Series ET in the principal amount of One hundred nineteen
million one hundred seventy-five thousand dollars ($119,175,000), all
of which are outstanding at the date hereof;(351)
    
    Bonds of 2008 Series G in the principal amount of Three hundred million
dollars ($300,000,000), all of which are outstanding at the date
hereof; and(352)
    
    Bonds of 2008 Series KT in the principal amount of Thirty-two million
three hundred seventy-five thousand dollars ($32,375,000), all of which
are outstanding at the date hereof;accordingly, the Company has issued and has presently outstanding Three
billion eight hundred nine million eight hundred seventy-seven thousand
dollars ($3,809,877,000) aggregate principal amount of its General and
Refunding Mortgage Bonds (the Bonds) at the date hereof.
 REASON FOR CREATION OF NEW
SERIES.
    
    WHEREAS, the Company intends to issue a series of Notes under the Note
Indenture herein referred to, and, pursuant to the Note Indenture, the
Company has agreed to issue its General and Refunding Mortgage Bonds
under the Indenture in order further to secure its obligations with
respect to such Notes; andBONDS TO BE 2008 SERIES J.
    
    WHEREAS, for such purpose the Company desires by this Supplemental
Indenture to create a new series of bonds, to be designated General
and Refunding Mortgage Bonds, 2008 Series J, in the aggregate
principal amount of Two hundred fifty million dollars ($250,000,000),
to be authenticated and delivered pursuant to Section 8 of Article III
of the Indenture; andFURTHER ASSURANCE.
    
    WHEREAS, the Original Indenture, by its terms, includes in the property
subject to the lien thereof all of the estates and properties, real,
personal and mixed, rights, privileges and franchises of every nature
and kind and wheresoever situate, then or thereafter owned or possessed
by or belonging to the Company or to which it was then or at any time
thereafter might be entitled in law or in equity (saving and excepting,
however, the property therein specifically excepted or released from
the lien thereof), and the Company therein covenanted that it would,
upon reasonable request, execute and deliver such further instruments
as may be necessary or proper for the better assuring
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and confirming
unto the Trustee all or any part of the trust estate, whether then or
thereafter owned or acquired by the Company (saving and excepting,
however, property specifically excepted or released from the lien
thereof); andAUTHORIZATION OF SUPPLEMENTAL
INDENTURE.
    
    WHEREAS, the Company in the exercise of the powers and authority
conferred upon and reserved to it under and by virtue of the provisions
of the Indenture, and pursuant to resolutions of its Board of
Directors, has duly resolved and determined to make, execute and
deliver to the Trustee a supplemental indenture in the form hereof for
the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid and legally binding instrument in
accordance with its terms have been done, performed and fulfilled, and
the execution and delivery hereof have been in all respects duly
authorized;CONSIDERATION FOR SUPPLEMENTAL
INDENTURE.
    
    NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison
Company, in consideration of the premises and of the covenants
contained in the Indenture and of the sum of One Dollar ($1.00) and
other good and valuable consideration to it duly paid by the Trustee at
or before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, hereby covenants and agrees to and with
the Trustee and its successors in the trusts under the Original
Indenture and in said indentures supplemental thereto as follows:PART I.

CREATION OF THREE HUNDRED FIFTY-THIRD
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2008 SERIES J
 TERMS OF BONDS OF
2008 SERIES J.
    
    SECTION 1. The Company hereby creates the three hundred fifty-third series of bonds to
be issued under and secured by the Original Indenture as amended to date and as
further amended by this Supplemental Indenture, to be designated, and to be
distinguished from the bonds of all other series, by the title General and Refunding
Mortgage Bonds, 2008 Series J (elsewhere herein referred to as the bonds of 2008
Series J). The aggregate principal amount of bonds of 2008 Series J shall be limited
to Two hundred fifty million dollars ($250,000,000), except as provided in Sections 7
and 13 of Article II of the Original Indenture with respect to exchanges and
replacements of bonds, and except further that the Company may, without the consent of
any holder of the bonds of 2008 Series J, reopen the bonds of 2008 Series J so as to
increase the aggregate principal amount outstanding to equal the aggregate principal
amount of Notes (as defined below) outstanding upon a reopening of the series, so
long as any additional bonds of 2008 Series J have the same tenor and terms as the
bonds of 2008 Series J established hereby.Subject to the release provisions set forth below, each bond of 2008 Series J is to be
irrevocably assigned to, and registered in the name of, The Bank of New York Mellon
Trust Company, N.A., as trustee, or a successor trustee (said
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trustee or any successor
trustee being hereinafter referred to as the Note Indenture Trustee), under the
collateral trust indenture, dated as of June 30, 1993, as supplemented (the Note
Indenture), between the Note Indenture Trustee and the Company, to secure payment of
the Companys 2008 Series J 6.40% Senior Notes due 2013 (for purposes of this Part I,
the Notes).The bonds of 2008 Series J shall be issued as registered bonds without coupons in
denominations of a multiple of $1,000. The bonds of 2008 Series J shall be issued in
the aggregate principal amount of $250,000,000, shall mature on October 1, 2013
(subject to earlier redemption or release) and shall bear interest at the rate of
6.40% per annum, payable semi-annually in arrears on April 1 and October 1 of each
year (commencing April 1, 2009), until the principal thereof shall have become due and
payable and thereafter until the Companys obligation with respect to the payment of
said principal shall have been discharged as provided in the Indenture.The bonds of 2008 Series J shall be payable as to principal, premium, if any, and
interest as provided in the Indenture, but only to the extent and in the manner herein
provided. The bonds of 2008 Series J shall be payable, as to principal, premium, if
any, and interest, at the office or agency of the Company in the Borough of Manhattan,
the City and State of New York, in any coin or currency of the United States of
America which at the time of payment is legal tender for public and private debts.Except as provided herein, each bond of 2008 Series J shall be dated the date of its
authentication and interest shall be payable on the principal represented thereby from
the April 1 or October 1 next preceding the date thereof to which interest has been
paid on bonds of 2008 Series J, unless the bond is authenticated on a date to which
interest has been paid, in which case interest shall be payable from the date of
authentication, or unless the date of authentication is prior to April 1, 2009 in
which case interest shall be payable from October 10, 2008.The bonds of 2008 Series J in definitive form shall be, at the election of the
Company, fully engraved or shall be lithographed or printed in authorized
denominations as aforesaid and numbered R-1 and upwards (with such further designation
as may be appropriate and desirable to indicate by such designation the form, series
and denomination of bonds of 2008 Series J). Until bonds of 2008 Series J in
definitive form are ready for delivery, the Company may execute, and upon its request
in writing the Trustee shall authenticate and deliver in lieu thereof, bonds of 2008
Series J in temporary form, as provided in Section 10 of Article II of the Indenture.
Temporary bonds of 2008 Series J, if any, may be printed and may be issued in
authorized denominations in substantially the form of definitive bonds of 2008
Series J, but without a recital of redemption prices and with such omissions,
insertions and variations as may be appropriate for temporary bonds, all as may be
determined by the Company.Interest on any bond of 2008 Series J that is payable on any interest payment date and
is punctually paid or duly provided for shall be paid to the person in whose name that
bond, or any previous bond to the extent evidencing the same debt as that evidenced by
that bond, is registered at the close of business on the regular record date for such
interest, which regular record date shall be the
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fifteenth calendar day (whether or
not a business day) next preceding such interest payment date. If the Company shall
default in the payment of the interest due on any interest payment date on the
principal represented by any bond of 2008 Series J, such defaulted interest shall
forthwith cease to be payable to the registered holder of that bond on the relevant
regular record date by virtue of his having been such holder, and such defaulted
interest may be paid to the registered holder of that bond (or any bond or bonds of
2008 Series J issued upon transfer or exchange thereof) on the date of payment of such
defaulted interest or, at the election of the Company, to the person in whose name
that bond (or any bond or bonds of 2008 Series J issued upon transfer or exchange
thereof) is registered on a subsequent record date established by notice given by mail
by or on behalf of the Company to the holders of bonds of 2008 Series J not less than
ten (10) days preceding such subsequent record date, which subsequent record date
shall be at least five (5) days prior to the payment date of such defaulted interest.Bonds of 2008 Series J shall not be assignable or transferable except as may be set
forth under Section 405 of the Note Indenture or in the supplemental note indenture
relating to the Notes, or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and remedies consequent upon an Event
of Default under the Note Indenture. Any such transfer shall be made upon surrender
thereof for cancellation at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, together with a written instrument of
transfer (if so required by the Company or by the Trustee) in form approved by the
Company duly executed by the holder or by its duly authorized attorney. Bonds of 2008
Series J shall in the same manner be exchangeable for a like aggregate principal
amount of bonds of 2008 Series J upon the terms and conditions specified herein and in
Section 7 of Article II of the Indenture. The Company waives its rights under Section
7 of Article II of the Indenture not to make exchanges or transfers of bonds of 2008
Series J during any period of ten (10) days next preceding any redemption date for
such bonds.Bonds of 2008 Series J, in definitive and temporary form, may bear such legends as may
be necessary to comply with any law or with any rules or regulations made pursuant
thereto or as may be specified in the Note Indenture.Upon payment of the principal or premium, if any, or interest on the Notes, whether at
maturity or prior to maturity by redemption or otherwise, or upon provision for the
payment thereof having been made in accordance with Article V of the Note Indenture,
bonds of 2008 Series J in a principal amount equal to the principal amount of such
Notes, shall, to the extent of such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company thereunder to make such payment
shall forthwith cease and be discharged, and, in the case of the payment of principal
and premium, if any, such bonds shall be surrendered for cancellation or presented for
appropriate notation to the Trustee.RELEASE.
    
    SECTION 2. From and after the Release Date (as defined in the Note Indenture), the
bonds of 2008 Series J shall be deemed fully paid, satisfied and discharged and the
obligation of the Company thereunder shall be terminated. On the Release Date, the
bonds of 2008 Series J shall be surrendered to and
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canceled by the Trustee. The
Company covenants and agrees that, prior to the Release Date, it will not take any
action that would cause the outstanding principal amount of the bonds of 2008 Series J
to be less than the then-outstanding principal amount of the Notes.REDEMPTION OF BONDS
OF 2008 SERIES J.

    SECTION 3. Bonds of 2008 Series J shall be redeemed on the respective dates and in the
respective principal amounts which correspond to the redemption dates for, and the
principal amounts to be redeemed of, the Notes.In the event the Company elects to redeem any Notes prior to maturity in accordance
with the provisions of the Note Indenture, the Company shall give the Trustee notice
of redemption of bonds of 2008 Series J on the same date as it gives notice of
redemption of Notes to the Note Indenture Trustee.REDEMPTION OF BONDS
OF 2008 SERIES J IN
EVENT OF
ACCELERATION OF
NOTES.
    
    SECTION 4. In the event of an Event of Default under the Note Indenture and the
acceleration of all Notes, the bonds of 2008 Series J shall be redeemable in whole
upon receipt by the Trustee of a written demand (hereinafter called a Redemption
Demand) from the Note Indenture Trustee stating that there has occurred under the
Note Indenture both an Event of Default and a declaration of acceleration of payment
of principal, accrued interest and premium, if any, on the Notes, specifying the last
date to which interest on the Notes has been paid (such date being hereinafter
referred to as the Initial Interest Accrual Date) and demanding redemption of the
bonds of said series. The Trustee shall, within five (5) days after receiving such
Redemption Demand, mail a copy thereof to the Company marked to indicate the date of
its receipt by the Trustee. Promptly upon receipt by the Company of such copy of a
Redemption Demand, the Company shall fix a date on which it will redeem the bonds of
said series so demanded to be redeemed (hereinafter called the Demand Redemption
Date). Notice of the date fixed as the Demand Redemption Date shall be mailed by the
Company to the Trustee at least ten (10) days prior to such Demand Redemption Date.
The date to be fixed by the Company as and for the Demand Redemption Date may be any
date up to and including the earlier of (x) the 60th day after receipt by the Trustee
of the Redemption Demand or (y) the maturity date of such bonds first occurring
following the 20th day after the receipt by the Trustee of the Redemption Demand;
provided, however, that if the Trustee shall not have received such notice fixing the
Demand Redemption Date on or before the 10th day preceding the earlier of such dates,
the Demand Redemption Date shall be deemed to be the earlier of such dates. The
Trustee shall mail notice of the Demand Redemption Date (such notice being hereinafter
called the Demand Redemption Notice) to the Note Indenture Trustee not more than ten
(10) nor less than five (5) days prior to the Demand Redemption Date.Each bond of 2008 Series J shall be redeemed by the Company on the Demand Redemption
Date therefor upon surrender thereof by the Note Indenture Trustee to the Trustee at a
redemption price equal to the principal amount thereof plus accrued interest thereon
at the rate specified for such bond from the Initial Interest Accrual Date to the
Demand Redemption Date plus an amount equal to the aggregate premium, if any, due and
payable on such Demand Redemption Date on all Notes; provided, however, that in the
event of a receipt by the Trustee of a notice that, pursuant to Section 602 of the
Note Indenture, the Note Indenture Trustee has terminated proceedings to enforce any
right under the Note Indenture, then any Redemption Demand shall
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thereby be rescinded
by the Note Indenture Trustee, and no Demand Redemption Notice shall be given, or, if
already given, shall be automatically annulled; but no such rescission or annulment
shall extend to or affect any subsequent default or impair any right consequent
thereon.Anything herein contained to the contrary notwithstanding, the Trustee is not
authorized to take any action pursuant to a Redemption Demand and such Redemption
Demand shall be of no force or effect, unless it is executed in the name of the Note
Indenture Trustee by its President or one of its Vice Presidents.FORM
OF BONDS OF
2008 SERIES J.
    
    SECTION 5. The bonds of 2008 Series J (including the reverse thereof) and the form of
Trustees Certificate to be endorsed on such bonds shall be substantially in the
following forms, respectively:THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2008 SERIES JNotwithstanding any provisions hereof or in the Indenture, this bond is not assignable
or transferable except as may be required to effect a transfer to any successor
trustee under the Collateral Trust Indenture, dated as of June 30, 1993, as amended,
and as further supplemented by the supplemental indenture thereto dated as of
October 1, 2008, between The Detroit Edison Company and The Bank of New York Mellon
Trust Company, N.A., as Note Indenture Trustee, or, subject to compliance with
applicable law, as may be involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under said Indenture.
 $
    
    No. R-
 THE DETROIT EDISON COMPANY (hereinafter called the Company), a corporation of the
State of Michigan, for value received, hereby promises to pay to The Bank of New York
Mellon Trust Company, N. A., as Note Indenture Trustee, or registered assigns, at the
Companys office or agency in the Borough of Manhattan, the City and State of New
York, the principal sum of Dollars ($) in lawful money
of the United States of America on October 1, 2013 (subject to earlier redemption or
release) and interest thereon at the rate of 6.40% per annum, in like lawful money,
from October 10, 2008, and after the first payment of interest on bonds of this Series
has been made or otherwise provided for, from the most recent date to which interest
has been paid or otherwise provided for, semi-annually on April 1 and October 1 of
each year (commencing April 1, 2009), until the Companys obligation with respect to
payment of said principal shall have been discharged, all as provided, to the extent
and in the manner specified in the Indenture hereinafter mentioned and in the
supplemental indenture pursuant to which this bond has been issued.Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and as
further supplemented as of October 1, 2008 (hereinafter called the Note Indenture),
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor
trustee (hereinafter called the Note Indenture Trustee), the Company has issued its
2008 Series J 6.40% Senior Notes due
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2013 (the Notes). This bond was originally
issued to the Note Indenture Trustee so as to secure the payment of the Notes.
Payments of principal of, or premium, if any, or interest on, the Notes shall
constitute like payments on this bond as further provided herein and in the
supplemental indenture pursuant to which this bond has been issued.Reference is hereby made to such further provisions of this bond set forth on the
reverse hereof and such provisions shall for all purposes have the same effect as
though set forth in this place.This bond shall not be valid or become obligatory for any purpose until The Bank of
New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor
thereunder, shall have signed the form of certificate endorsed hereon.IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be
executed by an authorized officer, with his or her manual or facsimile signatures, and
its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and
the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by
manual or facsimile signature.Dated:
 THE DETROIT EDISON COMPANYBy:Name:Title: [Corporate Seal]Attest:By:Name:Title:
 [FORM OF TRUSTEES CERTIFICATE]FORM OF TRUSTEES
CERTIFICATE.
    
    This bond is one of the bonds, of the series designated therein, described in the
within-mentioned Indenture.
 THE BANK OF NEW YORK MELLON 
TRUST COMPANY, N.A., as TrusteeBy:Authorized Representative [FORM OF REVERSE OF BOND]FORM OF REVERSE OF 
BOND
    
    This bond is one of an authorized issue of bonds of the Company, unlimited as
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to
amount except as provided in the Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds
known as 2008 Series J, limited to an aggregate principal amount of $250,000,000,
except as otherwise provided in the Indenture hereinafter mentioned. This bond and
all other bonds of said series are issued and to be issued under, and are all equally
and ratably secured (except insofar as any sinking, amortization, improvement or
analogous fund, established in accordance with the provisions of the Indenture
hereinafter mentioned, may afford additional security for the bonds of any particular
series and except as provided in Section 3 of Article VI of said Indenture) by an
Indenture, dated as of October 1, 1924, duly executed by the Company to The Bank of
New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all
indentures supplemental thereto (including the Supplemental Indenture dated as of
October 1, 2008) reference is hereby made for a description of the properties and
franchises mortgaged and conveyed, the nature and extent of the security, the terms
and conditions upon which the bonds are issued and under which additional bonds may be
issued, and the rights of the holders of the bonds and of the Trustee in respect of
such security (which Indenture and all indentures supplemental thereto, including the
Supplemental Indenture dated as of October 1, 2008, are hereinafter collectively
called the Indenture). As provided in the Indenture, said bonds may be for various
principal sums and are issuable in series, which may mature at different times, may
bear interest at different rates and may otherwise vary as in said Indenture provided.
With the consent of the Company and to the extent permitted by and as provided in the
Indenture, the rights and obligations of the Company and of the holders of the bonds
and the terms and provisions of the Indenture, or of any indenture supplemental
thereto, may be modified or altered in certain respects by affirmative vote of at
least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the
rights of one or more, but less than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by affirmative vote of at least
eighty-five percent (85%) in amount of the series of bonds so to be affected
(excluding in every instance bonds disqualified from voting by reason of the Companys
interest therein as specified in the Indenture); provided, however, that, without the
consent of the holder hereof, no such modification or alteration shall, among other
things, affect the terms of payment of the principal of or the interest on this bond,
which in those respects is unconditional.This bond is redeemable prior to the Release Date upon the terms and conditions set
forth in the Indenture, including provision for redemption upon demand of the Note
Indenture Trustee following the occurrence of an Event of Default under the Note
Indenture and the acceleration of the principal of the Notes.Under the Indenture, funds may be deposited with the Trustee (which shall have become
available for payment), in advance of the redemption date of any of the bonds of 2008
Series J (or portions thereof), in trust for the redemption of such bonds (or portions
thereof) and the interest due or to become due thereon, and thereupon all obligations
of the Company in respect of such bonds (or portions thereof) so to be redeemed and
such interest shall cease and be discharged, and the holders thereof shall thereafter
be restricted exclusively to such funds for any and all claims of whatsoever nature on
their part under the
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Indenture or with respect to such bonds (or portions thereof) and
interest.In case an event of default, as defined in the Indenture, shall occur, the principal
of all the bonds issued thereunder may become or be declared due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.Upon payment of the principal of, or premium, if any, or interest on, the Notes,
whether at maturity or prior to maturity by redemption or otherwise or upon provision
for the payment thereof having been made in accordance with Article V of the Note
Indenture, bonds of 2008 Series J in a principal amount equal to the principal amount
of such Notes, and having both a corresponding maturity date and interest rate shall,
to the extent of such payment of principal, premium or interest, be deemed fully paid
and the obligation of the Company thereunder to make such payment shall forthwith
cease and be discharged, and, in the case of the payment of principal and premium, if
any, such bonds of said series shall be surrendered for cancellation or presented for
appropriate notation to the Trustee.This bond is not assignable or transferable except as set forth under Section 405 of
the Note Indenture or in the supplemental indenture relating to the Notes, or, subject
to compliance with applicable law, as may be involved in the course of the exercise of
rights and remedies consequent upon an Event of Default under the Note Indenture. Any
such transfer shall be made by the registered holder hereof, in person or by his
attorney duly authorized in writing, on the books of the Company kept at its office or
agency in the Borough of Manhattan, the City and State of New York, upon surrender and
cancellation of this bond, and thereupon, a new registered bond of the same series of
authorized denominations for a like aggregate principal amount will be issued to the
transferee in exchange therefor, and this bond with others in like form may in like
manner be exchanged for one or more new bonds of the same series of other authorized
denominations, but of the same aggregate principal amount, all as provided and upon
the terms and conditions set forth in the Indenture, and upon payment, in any event,
of the charges prescribed in the Indenture.From and after the Release Date (as defined in the Note Indenture), the bonds of 2008
Series J shall be deemed fully paid, satisfied and discharged and the obligation of
the Company thereunder shall be terminated. On the Release Date, the bonds of 2008
Series J shall be surrendered to and cancelled by the Trustee. The Company covenants
and agrees that, prior to the Release Date, it will not take any action that would
cause the outstanding principal amount of the bond of 2008 Series J to be less than
the then outstanding principal amount of the Notes.No recourse shall be had for the payment of the principal of or the interest on this
bond, or for any claim based hereon or otherwise in respect hereof or of the
Indenture, or of any indenture supplemental thereto, against any incorporator, or
against any past, present or future stockholder, director or officer, as such, of the
Company, or of any predecessor or successor corporation, either directly or through
the Company or any such predecessor or successor corporation, whether for amounts
unpaid on stock subscriptions or by virtue of any constitution, statute or rule of
law, or by the enforcement of
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any assessment or penalty or otherwise howsoever; all
such liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released by every holder or owner hereof, as
more fully provided in the Indenture.PART II.RECORDING AND FILING DATA
 RECORDING AND FILING OF ORIGINAL
INDENTURE.
    
    The Original Indenture and indentures
supplemental thereto have been
recorded and/or filed and Certificates
of Provision for Payment have been
recorded as hereinafter set forth.The Original Indenture has been
recorded as a real estate mortgage and
filed as a chattel Mortgage in the
offices of the respective Registers of
Deeds of certain counties in the State
of Michigan as set forth in the
Supplemental Indenture dated as of
September 1, 1947, has been recorded
as a real estate mortgage in the
office of the Register of Deeds of
Genesee County, Michigan as set forth
in the Supplemental Indenture dated as
of May 1, 1974, has been filed in the
Office of the Secretary of State of
Michigan on November 16, 1951 and has
been filed and recorded in the office
of the Interstate Commerce Commission
on December 8, 1969.RECORDING AND FILING OF
SUPPLEMENTAL INDENTURES.
    
    Pursuant to the terms and provisions
of the Original Indenture, indentures
supplemental thereto heretofore
entered into have been Recorded as a
real estate mortgage and/or filed as a
chattel mortgage or as a financing
statement in the offices of the
respective Registers of Deeds of
certain counties in the State of
Michigan, the Office of the Secretary
of State of Michigan and the Office of
the Interstate Commerce Commission or
the Surface Transportation Board, as
set forth in supplemental indentures
as follows:
 Recorded and/or Filedas Set Forth inSupplemental Indenture
    
    Purpose of Supplemental
    
    SupplementalDated as of
    
    Indenture
    
    Indenture Dated as ofJune 1, 1925(a)(b)
    
    Series B Bonds
    
    February 1, 1940August 1, 1927(a)(b)
    
    Series C Bonds
    
    February 1, 1940February 1, 1931(a)(b)
    
    Series D Bonds
    
    February 1, 1940June 1, 1931(a)(b)
    
    Subject Properties
    
    February 1, 1940October 1, 1932(a)(b)
    
    Series E Bonds
    
    February 1, 1940September 25, 1935(a)(b)
    
    Series F Bonds
    
    February 1, 1940September 1, 1936(a)(b)
    
    Series G Bonds
    
    February 1, 1940November 1, 1936(a)(b)
    
    Subject Properties
    
    February 1, 1940February 1, 1940(a)(b)
    
    Subject Properties
    
    September 1, 1947December 1, 1940(a)(b)
    
    Series H Bonds and Additional
Provisions
    
    September 1, 1947September 1, 1947(a)(b)(c)
    
    Series I Bonds, Subject
Properties and Additional
Provisions
    
    November 15, 1951March 1, 1950(a)(b)(c)
    
    Series J Bonds and Additional
Provisions
    
    November 15, 1951
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Recorded and/or Filedas Set Forth inSupplemental Indenture
    
    Purpose of Supplemental
    
    SupplementalDated as of
    
    Indenture
    
    Indenture Dated as ofNovember 15, 1951(a)(b)(c)
    
    Series K Bonds, Additional
Provisions and Subject Properties
    
    January 15, 1953January 15, 1953(a)(b)
    
    Series L Bonds
    
    May 1, 1953May 1, 1953(a)
    
    Series M Bonds and Subject
Properties
    
    March 15, 1954March 15, 1954(a)(c)
    
    Series N Bonds and Subject
Properties
    
    May 15, 1955May 15, 1955(a)(c)
    
    Series O Bonds and Subject
Properties
    
    August 15, 1957August 15, 1957(a)(c)
    
    Series P Bonds, Additional
Provisions and Subject Properties
    
    June 1, 1959June 1, 1959(a)(c)
    
    Series Q Bonds and Subject
Properties
    
    December 1, 1966December 1, 1966(a)(c)
    
    Series R Bonds, Additional
Provisions and Subject Properties
    
    October 1, 1968October 1, 1968(a)(c)
    
    Series S Bonds and Subject
Properties
    
    December 1, 1969December 1, 1969(a)(c)
    
    Series T Bonds and Subject
Properties
    
    July 1, 1970July 1, 1970(c)
    
    Series U Bonds and Subject
Properties
    
    December 15, 1970December 15, 1970(c)
    
    Series V Bonds and Series W Bonds
    
    June 15, 1971June 15, 1971(c)
    
    Series X Bonds and Subject
Properties
    
    November 15, 1971November 15, 1971(c)
    
    Series Y Bonds and Subject
Properties
    
    January 15, 1973January 15, 1973(c)
    
    Series Z Bonds and Subject
Properties
    
    May 1, 1974May 1, 1974
    
    Series AA Bonds and Subject
Properties
    
    October 1, 1974October 1, 1974
    
    Series BB Bonds and Subject
Properties
    
    January 15, 1975January 15, 1975
    
    Series CC Bonds and Subject
Properties
    
    November 1, 1975November 1, 1975
    
    Series DDP Nos. 1-9 Bonds and
Subject Properties
    
    December 15, 1975December 15, 1975
    
    Series EE Bonds and Subject
Properties
    
    February 1, 1976February 1, 1976
    
    Series FFR Nos. 1-13 Bonds
    
    June 15, 1976June 15, 1976
    
    Series GGP Nos. 1-7 Bonds and
Subject Properties
    
    July 15, 1976July 15, 1976
    
    Series HH Bonds and Subject
Properties
    
    February 15, 1977
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##### 



Recorded and/or Filedas Set Forth inSupplemental Indenture
    
    Purpose of Supplemental
    
    SupplementalDated as of
    
    Indenture
    
    Indenture Dated as ofFebruary 15, 1977
    
    Series MMP Bonds and Subject
Properties
    
    March 1, 1977March 1, 1977
    
    Series IIP Nos. 1-7 Bonds, Series
    
    June 15, 1977JJP Nos. 1-7 Bonds, Series KKPNos. 1-7 Bonds and Series LLPNos. 1-7 BondsJune 15, 1977
    
    Series FFR No. 14 Bonds and
    
    July 1, 1977Subject PropertiesJuly 1, 1977
    
    Series NNP Nos. 1-7 Bonds and
    
    October 1, 1977Subject PropertiesOctober 1, 1977
    
    Series GGP Nos. 8-22 Bonds and
    
    June 1, 1978Series OOP Nos. 1-17 Bonds andSubject PropertiesJune 1, 1978
    
    Series PP Bonds, Series QQP Nos.
1-9 Bonds and Subject Properties
    
    October 15, 1978October 15, 1978
    
    Series RR Bonds and Subject
    
    March 15, 1979PropertiesMarch 15, 1979
    
    Series SS Bonds and Subject
Properties
    
    July 1, 1979July 1, 1979
    
    Series IIP Nos. 8-22 Bonds,
    
    September 1, 1979Series NNP Nos. 8-21 Bonds andSeries TTP Nos. 1-15 Bonds andSubject PropertiesSeptember 1, 1979
    
    Series JJP No. 8 Bonds, Series
    
    September 15, 1979KKP No. 8 Bonds,
Series LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series OOP No. 18 Bonds
and Subject PropertiesSeptember 15, 1979
    
    Series UU Bonds
    
    January 1, 1980January 1, 1980
    
    1980 Series A Bonds and Subject
Properties
    
    April 1, 1980April 1, 1980
    
    1980 Series B Bonds
    
    August 15, 1980August 15, 1980
    
    Series QQP Nos. 10-19 Bonds,
1980 Series CP Nos. 1-12 Bonds and 1980 Series DP No. 1-11
Bonds and Subject Properties
    
    August 1, 1981August 1, 1981
    
    1980 Series CP Nos. 13-25 Bonds
and Subject Properties
    
    November 1, 1981November 1, 1981
    
    1981 Series AP Nos. 1-12 Bonds
    
    June 30, 1982June 30, 1982
    
    Article XIV Reconfirmation
    
    August 15, 1982August 15, 1982
    
    1981 Series AP Nos. 13-14 Bonds
and Subject Properties
    
    June 1, 1983June 1, 1983
    
    1981 Series AP Nos. 15-16 Bonds
and Subject Properties
    
    October 1, 1984
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Recorded and/or Filedas Set Forth inSupplemental Indenture
    
    Purpose of Supplemental
    
    SupplementalDated as of
    
    Indenture
    
    Indenture Dated as ofOctober 1, 1984
    
    1984 Series AP Bonds and 1984
    
    May 1, 1985Series BP Bonds and Subject
PropertiesMay 1, 1985
    
    1985 Series A Bonds
    
    May 15, 1985May 15, 1985
    
    1985 Series B Bonds and Subject
Properties
    
    October 15, 1985October 15, 1985
    
    Series KKP No. 9 Bonds and
Subject Properties
    
    April 1, 1986April 1, 1986
    
    1986 Series A Bonds and Subject
Properties
    
    August 15, 1986August 15, 1986
    
    1986 Series B Bonds and Subject
Properties
    
    November 30, 1986November 30, 1986
    
    1986 Series C Bonds
    
    January 31, 1987January 31, 1987
    
    1987 Series A Bonds
    
    April 1, 1987April 1, 1987
    
    1987 Series B Bonds and 1987
Series C Bonds
    
    August 15, 1987August 15, 1987
    
    1987 Series D Bonds, 1987 Series
    
    November 30, 1987E Bonds and Subject PropertiesNovember 30, 1987
    
    1987 Series F Bonds
    
    June 15, 1989June 15, 1989
    
    1989 Series A Bonds
    
    July 15, 1989July 15, 1989
    
    Series KKP No. 10 Bonds
    
    December 1, 1989December 1, 1989
    
    Series KKP No. 11 Bonds
and 1989 Series BP Bonds
    
    February 15, 1990February 15, 1990
    
    1990 Series A Bonds, 1990 Series
    
    November 1, 1990B Bonds, 1990 Series C Bonds,1990 Series D Bonds, 1990 SeriesE Bonds and 1990 Series F BondsNovember 1, 1990
    
    Series KKP No. 12 Bonds
    
    April 1, 1991April 1, 1991
    
    1991 Series AP Bonds
    
    May 1, 1991May 1, 1991
    
    1991 Series BP Bonds and 1991
    
    May 15, 1991Series CP BondsMay 15, 1991
    
    1991 Series DP Bonds
    
    September 1, 1991September 1, 1991
    
    1991 Series EP Bonds
    
    November 1, 1991November 1, 1991
    
    1991 Series FP Bonds
    
    January 15, 1992January 15, 1992
    
    1992 Series BP Bonds
    
    February 29, 1992 and April 15,
1992February 29, 1992
    
    1992 Series AP Bonds
    
    April 15, 1992April 15, 1992
    
    Series KKP No. 13 Bonds
    
    July 15, 1992July 15, 1992
    
    1992 Series CP Bonds
    
    November 30, 1992July 31, 1992
    
    1992 Series D Bonds
    
    November 30, 1992November 30, 1992
    
    1992 Series E Bonds and 1993
Series B Bonds
    
    March 15, 1993December 15, 1992
    
    Series KKP No. 14 Bonds
and 1989 Series BP No. 2 Bonds
    
    March 15, 1993
 22




---



##### 



Recorded and/or Filedas Set Forth inSupplemental Indenture
    
    Purpose of Supplemental
    
    SupplementalDated as of
    
    Indenture
    
    Indenture Dated as ofJanuary 1, 1993
    
    1993 Series C Bonds
    
    April 1, 1993March 1, 1993
    
    1993 Series E Bonds
    
    June 30, 1993March 15, 1993
    
    1993 Series D Bonds
    
    September 15, 1993April 1, 1993
    
    1993 Series FP Bonds and 1993
    
    September 15, 1993Series IP BondsApril 26, 1993
    
    1993 Series G Bonds and 

Amendment of Article II, Section
5
    
    September 15, 1993May 31, 1993
    
    1993 Series J Bonds
    
    September 15, 1993June 30, 1993
    
    1993 Series AP Bonds
    
    (d)June 30, 1993
    
    1993 Series H Bonds
    
    (d)September 15, 1993
    
    1993 Series K Bonds
    
    March 1, 1994March 1, 1994
    
    1994 Series AP Bonds
    
    June 15, 1994June 15, 1994
    
    1994 Series BP Bonds
    
    December 1, 1994August 15, 1994
    
    1994 Series C Bonds
    
    December 1, 1994December 1, 1994
    
    Series KKP No. 15 Bonds and 1994
Series DP Bonds
    
    August 1, 1995August 1, 1995
    
    1995 Series AP Bonds and 1995
Series BP Bonds
    
    August 1, 1999August 1, 1999
    
    1999 Series AP Bonds, 1999 Series
BP Bonds and 1999 Series CP Bonds
    
    (d)August 15, 1999
    
    1999 Series D Bonds
    
    (d)January 1, 2000
    
    2000 Series A Bonds
    
    (d)April 15, 2000
    
    Appointment of Successor Trustee
    
    (d)August 1, 2000
    
    2000 Series BP Bonds
    
    (d)March 15, 2001
    
    2001 Series AP Bonds
    
    (d)May 1, 2001
    
    2001 Series BP Bonds
    
    (d)August 15, 2001
    
    2001 Series CP Bonds
    
    (d)September 15, 2001
    
    2001 Series D Bonds and 2001
Series E Bonds
    
    (d)September 17, 2002
    
    Amendment of Article XIII,
Section 3 and Appointment of
Successor Trustee
    
    (d)October 15, 2002
    
    2002 Series A Bonds and 2002
Series B Bonds
    
    (d)December 1, 2002
    
    2002 Series C Bonds and 2002
Series D Bonds
    
    (d)August 1, 2003
    
    2003 Series A Bonds
    
    (d)March 15, 2004
    
    2004 Series A Bonds and 2004
Series B Bonds
    
    (d)July 1, 2004
    
    2004 Series D Bonds
    
    (d)February 1, 2005
    
    2005 Series A Bonds and 2005
Series B Bonds
    
    May 15, 2006
 23




---



##### 



Recorded and/or Filedas Set Forth inSupplemental Indenture
    
    Purpose of Supplemental
    
    SupplementalDated as of
    
    Indenture
    
    Indenture Dated as ofApril 1, 2005
    
    2005 Series AR Bonds and 2005
Series BR Bonds
    
    May 15, 2006August 1, 2005
    
    2005 Series DT Bonds
    
    May 15, 2006September 15, 2005
    
    2005 Series C Bonds
    
    May 15, 2006September 30, 2005
    
    2005 Series E Bonds
    
    May 15, 2006May 15, 2006
    
    2006 Series A Bonds
    
    December 1, 2006December 1, 2006
    
    2006 Series CT Bonds
    
    December 1, 2007December 1, 2007
    
    2007 Series A Bonds
    
    April 1, 2008April 1, 2008
    
    2008 Series DT Bonds
    
    May 1, 2008May 1, 2008
    
    2008 Series ET Bonds
    
    July 1, 2008June 1, 2008
    
    2008 Series G Bonds
    
    October 1, 2008July 1, 2008
    
    2008 Series KT Bonds
    
    October 1, 2008
 
 (a)
    
    See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission
filing and recordation information.(b)
    
    See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan
filing information.(c)
    
    See Supplemental Indenture dated as of May 1, 1974 for County of Genesee, Michigan
recording and filing information.(d)
    
    Recording and filing information for this Supplemental Indenture has not been set forth
in a subsequent Supplemental Indenture. RECORDING AND FILING OF SUPPLEMENTAL
INDENTURE DATED AS OF JUNE 1, 2008.
    
    Further, pursuant to the terms and
provisions of the Original
Indenture, a Supplemental Indenture
dated as of June 1, 2008 providing
for the terms of bonds to be issued
thereunder of 2008 Series G has
heretofore been entered into between
the Company and the Trustee and has
been filed in the Office of the
Secretary of State of Michigan as a
financing statement on June 12, 2008
(Filing No. 2008093593-4), has been
filed and recorded in the Office of
the Surface Transportation Board
(Recordation No. 5485-SSSSS) on June
11, 2008, and has been recorded as a
real estate mortgage in the offices
of the respective Register of Deeds
of certain counties in the State of
Michigan, as follows:
 Liber/County
    
    Recorded
    
    Instrument no.
    
    PageGenesee
    
    6/13/08
    
    200806130047816
    
    N/AHuron
    
    6/12/08
    
    1247
    
    14Ingham
    
    6/12/08
    
    3309
    
    1205Lapeer
    
    6/12/08
    
    2335
    
    673Lenawee
    
    6/11/08
    
    2366
    
    896Livingston
    
    6/11/08
    
    2008R018716
    
    N/AMacomb
    
    6/12/08
    
    19375
    
    148Mason
    
    6/11/08
    
    2008R03376
    
    N/AMonroe
    
    6/11/08
    
    2008R11950
    
    N/AOakland
    
    6/11/08
    
    40385
    
    186St. Clair
    
    6/11/08
    
    3853
    
    582
 24




---



##### 



Liber/County
    
    Recorded
    
    Instrument no.
    
    PageSanilac
    
    6/11/08
    
    1036
    
    446Tuscola
    
    6/25/08
    
    200800909496
    
    N/Aor 1152
    
    975Washtenaw
    
    6/11/08
    
    4685
    
    866Wayne
    
    6/11/08
    
    47285
    
    832
 RECORDING AND FILING OF SUPPLEMENTAL
INDENTURE DATED AS OF JULY 1, 2008.
    
    Further, pursuant to the terms and
provisions of the Original
Indenture, a Supplemental Indenture
dated as of July 1, 2008 providing
for the terms of bonds to be issued
thereunder of 2008 Series KT has
heretofore been entered into between
the Company and the Trustee and has
been filed in the Office of the
Secretary of State of Michigan as a
financing statement on July 3, 2008
(Filing No. 2008105821-4), has been
filed and recorded in the Office of
the Surface Transportation Board
(Recordation No. 5485-TTTTT) on July
8, 2008, and has been recorded as a
real estate mortgage in the offices
of the respective Register of Deeds
of certain counties in the State of
Michigan, as follows:
 Liber/County
    
    Recorded
    
    Instrument no.
    
    PageGenesee
    
    7/07/08
    
    200807070051942
    
    N/AHuron
    
    7/03/08
    
    1250
    
    286Ingham
    
    7/07/08
    
    3312
    
    521Lapeer
    
    7/03/08
    
    2338
    
    972Lenawee
    
    7/03/08
    
    2368
    
    237Livingston
    
    7/03/08
    
    2008R020847
    
    N/AMacomb
    
    7/21/08
    
    19421
    
    808Mason
    
    7/03/08
    
    2008R03743
    
    N/AMonroe
    
    7/03/08
    
    2008R13393
    
    N/AOakland
    
    7/08/08
    
    40440
    
    057St. Clair
    
    7/03/08
    
    3859
    
    691Sanilac
    
    7/03/08
    
    1038
    
    702Tuscola
    
    7/03/08
    
    200800909796
    
    N/Aor 1153
    
    510Washtenaw
    
    7/03/08
    
    4689
    
    542Wayne
    
    7/03/08
    
    47330
    
    1198
 RECORDING OF CERTIFICATES OF
PROVISION FOR PAYMENT.
    
    All the bonds of Series A which were
issued under the Original Indenture
dated as of October 1, 1924, and of
Series B, Series C, Series D,
Series E, Series F, Series G,
Series H, Series I, Series J,
Series K, Series L, Series M,
Series N, Series O, Series P,
Series Q, Series R, Series S,
Series T, Series U, Series V,
Series W, Series X, Series Y,
Series Z, Series AA, Series BB,
Series CC, Series DDP Nos. 1-9,
Series EE, Series FFR Nos. 1-13,
Series GGP Nos. 1-7, Series HH,
Series MMP, Series  IP Nos. 1-7,
Series JJP Nos. 1-7, Series KKP
Nos. 1-7, Series LLP Nos. 1-7,
Series FFR No. 14, Series NNP
Nos. 1-7, Series GGP Nos. 8-22,
Series OOP Nos. 1-17, Series PP,
Series QQP Nos. 1-9, Series RR,
Series SS, Series IIP Nos. 8-22,
Series NNP Nos. 8-21, Series TTP
Nos. 1-15, Series JJP No. 8,
Series KKP No. 8, Series LLP
Nos. 8-15, Series MMP No. 2,
Series OOP No. 18, Series UU, 1980
Series A, 1980
 25




---



##### 



Series B, Series QQP
Nos. 10-19, 1980 Series CP
Nos. 1-12, 1980 Series DP Nos. 1-11,
1980 Series CP Nos. 13-25, 1981
Series AP Nos. 1-12, 1981 Series AP
Nos. 13-14, 1981 Series AP
Nos. 15-16, 1984 Series AP, 1984
Series BP, 1985 Series A, 1985
Series B, Series KKP No. 9, 1986
Series A, 1986 Series B, 1986
Series C, 1987 Series A, 1987
Series B, 1987 Series C, 1987
Series D, 1987 Series E, 1987
Series F, 1989 Series A, Series KKP
No. 10, Series KKP No. 11, 1989
Series BP, 1990 Series A, 1990
Series D, 1991 Series EP, 1991
Series FP, 1992 Series BP, Series
KKP No. 13, 1992 Series CP, 1992
Series D, Series KKP No. 14, 1989
Series BP No. 2, 1993 Series B, 1993
Series C, 1993, 1993 Series H, 1993
Series E, 1993 Series D, 1993
Series FP, 1993 Series IP, 1993
Series G, 1993 Series J, 1993
Series K, 1994 Series
 AP, 1994
Series BP, 1994 Series C, Series
KKP No. 15, 1994 Series DP, 1995
Series AP, 1995 Series BP, 1999
Series D, 2000 Series A, 2001
Series D, 2005 Series A, and 2005
Series B, which were issued under
Supplemental Indentures as described
in the Recording and Filing of
Supplemental Indentures section
above, have matured or have been
called for redemption and funds
sufficient for such payment or
redemption have been irrevocably
deposited with the Trustee for that
purpose; and Certificates of
Provision for Payment have been
recorded in the offices of the
respective Registers of Deeds of
certain counties in the State of
Michigan, with respect to all bonds
of Series A, B, C, D, E, F, G, H, K,
L, M, O, W, BB, CC, DDP Nos. 1 and
2, FFR Nos. 1-3, GGP Nos. 1 and 2,
IIP No. 1, JJP No. 1, KKP No. 1, LLP
No. 1 and GGP No. 8.
 PART III.THE TRUSTEE.TERMS AND CONDITIONS OF ACCEPTANCE
OF TRUST BY TRUSTEE.
    
    The Trustee hereby accepts the trust
hereby declared and provided, and
agrees to perform the same upon the
terms and conditions in the Original
Indenture, as amended to date and as
supplemented by this Supplemental
Indenture, and in this Supplemental
Indenture set forth, and upon the
following terms and conditions:The Trustee shall not be responsible
in any manner whatsoever for and in
respect of the validity or
sufficiency of this Supplemental
Indenture or the due execution
hereof by the Company or for or in
respect of the recitals contained
herein, all of which recitals are
made by the Company solely.PART IV.MISCELLANEOUS.CONFIRMATION OF SECTION 318(c) OF
TRUST INDENTURE ACT.
    
    Except to the extent specifically
provided therein, no provision of
this Supplemental Indenture or any
future supplemental indenture is
intended to modify, and the parties
do hereby adopt and confirm, the
provisions of Section 318(c) of the
Trust Indenture Act which amend and
supersede provisions of the
Indenture in effect prior to
November 15, 1990.EXECUTION IN COUNTERPARTS.
    
    THIS SUPPLEMENTAL INDENTURE MAY BE
SIMULTANEOUSLY EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED SHALL BE
DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER
CONSTITUTE BUT ONE
 26




---



##### 



AND THE SAME
INSTRUMENT.TESTIMONIUM.
    
    IN WITNESS WHEREOF, THE DETROIT
EDISON COMPANY AND THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A. HAVE
CAUSED THESE PRESENTS TO BE SIGNED
IN THEIR RESPECTIVE CORPORATE NAMES
BY THEIR RESPECTIVE CHAIRMEN OF THE
BOARD, PRESIDENTS, VICE PRESIDENTS,
ASSISTANT VICE PRESIDENTS,
TREASURERS OR ASSISTANT TREASURERS
AND IMPRESSED WITH THEIR RESPECTIVE
CORPORATE SEALS, ATTESTED BY THEIR
RESPECTIVE SECRETARIES OR ASSISTANT
SECRETARIES, ALL AS OF THE DAY AND
YEAR FIRST ABOVE WRITTEN.
 27




---



##### 



EXECUTION BY
COMPANY.
    
    THE DETROIT EDISON COMPANYBy:
    
    /s/Paul A. Stadnikia(Corporate Seal)
    
    Name:
    
    Paul A. StadnikiaTitle:
    
    Assistant Treasurer
 Attest:By:
Name:
    
    /s/Sharon L. Sabat

Sharon L. SabatTitle:
    
    Assistant Corporate SecretarySigned, sealed and delivered byTHE DETROIT EDISON COMPANY
in the presence of/s/Kathleen M. HierName: Kathleen M. Hier/s/John P. Demody, JrName: John P. Dermody Jr.
 28




---



##### 



STATE OF MICHIGAN

    )) SSCOUNTY OF WAYNE
)
 ACKNOWLEDGMENT OF EXECUTION
BY
COMPANY.
    
    On this 9th day of October 2008, before me,
the subscriber, a Notary Public within and
for the County of Wayne, in the State of
Michigan, personally appeared Paul A.
Stadnikia, to me personally known, who,
being by me duly sworn, did say that he
does business at 2000 2nd Avenue, Detroit,
Michigan 48226 and is the Assistant
Treasurer of THE DETROIT EDISON COMPANY,
one of the corporations described in and
which executed the foregoing instrument;
that he knows the corporate seal of the
said corporation and that the seal affixed
to said instrument is the corporate seal of
said corporation; and that said instrument
was signed and sealed in behalf of said
corporation by authority of its Board of
Directors and that he subscribed his name
thereto by like authority; and said Paul A.
Stadnikia acknowledged said instrument to
be the free act and deed of said
corporation.(Notarial Seal)
    
    /s/Stephanie V. WashioStephanie V. Washio, Notary PublicCounty of Wayne, State of MichiganMy Commission Expires: May 18, 2012
 29




---



##### 



EXECUTION BY
TRUSTEE.
    
    THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.By:
    
    /s/Joseph A. Brassard III(Corporate Seal)
    
    Name:
    
    Joseph A. Brassard IIITitle:
    
    Vice President
 Attest:By:
Name:
Title:
    
    /s/Alexis M. Johnson

Alexis M. Johnson 

Authorized RepresentativeSigned, sealed and delivered byTHE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
in the presence of/s/Anthony G. MorrowName: Anthony G. Morrow/s/Daniel T. RichardsName: Daniel T. Richards
 30




---



##### 



STATE OF MICHIGAN

    )) SSCOUNTY OF WAYNE
)
 ACKNOWLEDGMENT OF EXECUTION
BY TRUSTEE.
    
    On this 9th day of October
2008, before me, the subscriber, a Notary
Public within and for the County of Wayne,
in the State of Michigan, personally
appeared Joseph A. Brassard III, to me
personally known, who, being by me duly
sworn, did say that his business office is
located at 719 Griswold Street, Suite 930,
Detroit, Michigan 48226, and he is an Vice
President of THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., one of the
corporations described in and which
executed the foregoing instrument; that he
knows the corporate seal of the said
corporation and that the seal affixed to
said instrument is the corporate seal of
said corporation; and that said instrument
was signed and sealed in behalf of said
corporation by authority of its Board of
Directors and that he subscribed his name
thereto by like authority; and said Joseph
A. Brassard III acknowledged said
instrument to be the free act and deed of
said corporation.
 (Notarial Seal)
    
    /s/Stephanie V. WashioStephanie V. Washio, Notary PublicCounty of Wayne, State of MichiganMy Commission Expires: May 18, 2012
 31




---



##### 



STATE OF MICHIGAN

    )) SSCOUNTY OF WAYNE
)
 AFFIDAVIT AS TO CONSIDERATION AND
GOOD FAITH.
    
    Paul A. Stadnikia, being duly sworn,
says: that he is the Assistant
Treasurer of THE DETROIT EDISON
COMPANY, the Mortgagor named in the
foregoing instrument, and that he
has knowledge of the facts in regard
to the making of said instrument and
of the consideration therefor; that
the consideration for said
instrument was and is actual and
adequate, and that the same was
given in good faith for the purposes
in such instrument set forth.
 /s/Paul A. StadnikiaName: Paul A. StadnikiaTitle: Assistant TreasurerThe Detroit Edison CompanySworn to before me this 9th
day of October 2008
 (Notarial Seal)
    
    /s/Stephanie V. WashioStephanie V. Washio, Notary PublicCounty of Wayne, State of MichiganMy Commission Expires: May 18, 2012
 32




---



##### 



33