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 2010 Series B
    
    
    10Further Assurance
    
    
    10Authorization of Supplemental Indenture
    
    
    11Consideration for Supplemental Indenture
    
    
    11PART I. CREATION OF THREE HUNDRED FIFTY-SEVENTH SERIES OF BONDS, GENERAL AND
REFUNDING MORTGAGE BONDS, 2010 SERIES B
    
    
    11Sec. 1. Terms of Bonds of 2010 Series B
    
    
    11Sec. 2. Release
    
    
    13Sec. 3. Redemption of Bonds of 2010 Series B
    
    
    14Sec. 4. Redemption of Bonds of 2010 Series B in Event of Acceleration of
Notes
    
    
    14Sec. 5. Form of Bonds of 2010 Series B
    
    
    15Form of Trustees Certificate
    
    
    19PART 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 November 1, 2009
    
    
    24Recording 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
    
    
    26Testimonium
    
    
    26Execution by Company
    
    
    27Acknowledgment of Execution by Company
    
    
    28Execution by Trustee
    
    
    29Acknowledgment of Execution by Trustee
    
    
    30Affidavit as to Consideration and Good Faith
    
    
    31
 
 *
    
    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 August, in the year
2010, between THE DETROIT EDISON COMPANY, a corporation organized and
existing under the laws of the State of Michigan and a public utility
(hereinafter called the Company), party of the first part, and The
Bank of New York Mellon Trust Company, N.A., a trust company organized
and existing under the laws of the United States, having a corporate
trust agency 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, July 1,
2008, October 1, 2008, December 1, 2008, March 15, 2009, and November
1, 2009 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, the terms and rates of optional
redemption (if redeemable), the forms of registered bonds without
coupons of any series and any other provisions and
 3




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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 Thirteen billion four hundred
fourteen million eight hundred fifty-two thousand dollars
($13,414,852,000) 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,(23-31)
    
    Bonds of Series DDP Nos. 1-9
    
     Principal Amount $14,305,000,
 4




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(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,(258)
    
    Bonds of 1986 Series B
    
     Principal Amount $100,000,000,(259)
    
    Bonds of 1987 Series D
    
     Principal Amount $250,000,000,
 5




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##### 



(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,(285)
    
    Bonds of 1993 Series K
    
     Principal Amount $160,000,000,(286)
    
    Bonds of 1991 Series EP
    
     Principal Amount $41,480,000,
 6




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(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,(316)
    
    Bonds of 2005 Series DT
    
     Principal Amount $119,175,000,(317)
    
    Bonds of 1991 Series AP
    
     Principal Amount $32,375,000,(318)
    
    Bonds of 2008 Series DT
    
     Principal Amount $68,500,000, and
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(319)
    
    Bonds of 1993 Series AP
    
     Principal Amount $65,000,000,
 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;(320)
    
    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 ninety-nine million eight hundred thirty-six thousand
dollars ($199,836,000) principal amount have heretofore been retired;(321)
    
    Bonds of 1990 Series C in the principal amount of Eighty-five million
four hundred seventy-five thousand dollars ($85,475,000) of which
Seventy-one million seven hundred ninety-nine thousand dollars
($71,799,000) principal amount have heretofore been retired;(322)
    
    INTENTIONALLY RESERVED FOR 1990 SERIES E;(323)
    
    INTENTIONALLY RESERVED FOR 1990 SERIES F;(324)
    
    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;(325)
    
    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;(326)
    
    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;(327)
    
    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;(328)
    
    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;(329)
    
    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;(330)
    
    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;(331)
    
    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;
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(332)
    
    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;(333)
    
    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;(334)
    
    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;(335)
    
    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;(336)
    
    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;(337)
    
    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;(338)
    
    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;(339)
    
    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;(340)
    
    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;(341)
    
    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;(342)
    
    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;(343)
    
    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;(344)
    
    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;(345)
    
    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;(346)
    
    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;(347)
    
    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;(348)
    
    Bonds of 2006 Series A in the principal amount of Two hundred fifty
million
 9




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##### 



dollars ($250,000,000), all of which are outstanding at the
date hereof;(349)
    
    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;(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;(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;(353)
    
    Bonds of 2008 Series J in the principal amount of Two hundred fifty
million dollars ($250,000,000), all of which are outstanding at the
date hereof;(354)
    
    Bonds of 2008 Series LT in the principal amount of Fifty million
dollars ($50,000,000), all of which are outstanding at the date hereof;(355)
    
    Bonds of 2009 Series BT in the principal amount of Sixty-eight million
five hundred thousand dollars ($68,500,000), all of which are
outstanding at the date hereof; and(356)
    
    Bonds of 2009 Series CT in the principal amount of Sixty-five million
dollars ($65,000,000), all of which are outstanding at the date hereof;accordingly, the Company has issued and has presently outstanding Four
billion eighty-four million seven thousand dollars ($4,084,007,000)
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 2010 SERIES B.
    
    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, 2010 Series B, in the aggregate
principal amount of Three hundred million dollars ($300,000,000), 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
 10




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therein covenanted that it would,
upon reasonable request, execute and deliver such further instruments
as may be necessary or proper for the better assuring 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; andWHEREAS, 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-SEVENTHSERIES OF BONDS,GENERAL AND REFUNDING MORTGAGE BONDS,2010 SERIES BTERMS OF BONDS OF
2010 SERIES B.
    
    SECTION 1. The Company hereby creates the three hundred
fifty-seventh 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, 2010 Series B (elsewhere herein
referred to as the bonds of 2010 Series B). The
aggregate principal amount of bonds of 2010 Series B
shall be limited to Three hundred million dollars
($300,000,000), 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 2010 Series B, reopen the bonds of
2010 Series B 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 2010 Series B have the same tenor and terms as
the bonds of 2010 Series B established hereby.Subject to the release provisions set forth below, each
bond of 2010 Series B 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
 11




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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 2010 Series
B 3.45% Senior Notes due 2020 (for purposes of this Part
I, the Notes).The bonds of 2010 Series B shall be issued as registered
bonds without coupons in denominations of a multiple of
$1,000. The bonds of 2010 Series B shall be issued in
the aggregate principal amount of $300,000,000, shall
mature on October 1, 2020 (subject to earlier redemption
or release) and shall bear interest at the rate of 3.45%
per annum, payable semi-annually in arrears on April 1
and October 1 of each year (commencing April 1, 2011),
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. In
addition to the payment of principal and interest as
provided herein, in the event any premium shall be
required to be paid by the Company on the Notes, there
shall be due and payable on the bonds of 2010 Series B
an additional amount equal to such premium which shall
be paid by the Company in the amounts and on the dates
required for the payment of any such amounts under the
Note Indenture.The bonds of 2010 Series B 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 2010 Series B 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 2010 Series B
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 to which interest has been paid on bonds of 2010
Series B, 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,
2011, in which case interest shall be payable from
August 19, 2010.The bonds of 2010 Series B 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 2010 Series B). Until bonds of
2010 Series B 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 2010 Series B in temporary form, as
provided in Section 10 of Article II of the Indenture.
Temporary bonds of 2010 Series B, if any, may be printed
and may be issued in authorized denominations in
substantially the form of definitive bonds of 2010
Series B, 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 2010 Series B that is payable on
any interest payment date and is punctually paid or duly
provided for shall be paid to the person in
 12




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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
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 2010 Series B,
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 2010 Series B 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 2010
Series B 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 2010 Series B 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 2010 Series B 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 2010 Series B shall in the same manner be exchangeable for a
like aggregate principal amount of bonds of 2010 Series B 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 2010 Series B during any period of ten (10) days
next preceding any redemption date for such bonds.Bonds of 2010 Series B, 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 2010 Series B 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) and
provided that Substitute Mortgage Bonds have been delivered
 13




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in accordance with the
Note Indenture, the bonds of 2010 Series B shall be deemed fully paid, satisfied and
discharged and the obligation of the Company thereunder shall be terminated. On the
Release Date, subject to compliance with the provisions of the Note Indenture
relating to the delivery of Substitute Mortgage Bonds, the bonds of 2010 Series B
shall be surrendered to and 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 2010 Series B to be less than the
then-outstanding principal amount of the Notes.REDEMPTION OF BONDS
OF 2010 SERIES B.
    
    SECTION 3. Bonds of 2010 Series B 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 2010 Series B on the same date as it gives notice of
redemption of Notes to the Note Indenture Trustee.REDEMPTION OF BONDS
OF 2010 SERIES B 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 2010 Series B 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 2010 Series B 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
 14




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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 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
    
    SECTION 5. The bonds of 2010 Series B and the form of Trustees Certificate to be
endorsed on such bonds shall be substantially in the following forms, respectively:2010 SERIES B.
 
 Notwithstanding 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 as of August 1, 2010, 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, 2020 (subject to earlier
redemption or release) and interest thereon at the rate of 3.45% per annum, in like
lawful money, from August 19, 2010, 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, 2011), 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. In addition to the payment of principal and interest as provided herein, in
the event any premium shall be required to be paid by the Company on the Notes
hereinafter referred to, there shall be due and payable on the bonds of this Series
an additional amount equal to such premium which shall be paid by the Company in the
amounts
 15




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and on the dates required for the payment of any such amounts under the Note
Indenture.Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and as
further supplemented as of August 1, 2010 (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 2010 Series B 3.45% Senior Notes due 2020 (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.This bond is one of an authorized issue of bonds of the Company, unlimited as 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 2010 Series B, limited to an aggregate principal amount of $300,000,000,
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 August 1, 2010) 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 August 1,
2010, 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.
 16




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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 2010 Series B (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 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 2010 Series B 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) and provided that
Substitute Mortgage Bonds (as defined in the Note Indenture) have been delivered in
accordance with the Note Indenture, the bonds of 2010 Series B shall be deemed fully
paid, satisfied and discharged and the obligation
 17




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##### 



of the Company thereunder shall be
terminated. On the Release Date, subject to compliance with the provisions of the
Note Indenture relating to the delivery of Substitute Mortgage Bonds, the bonds of
2010 Series B 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 bonds of 2010 Series B 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 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.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: 18




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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   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, 1947
 19




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##### 



Recorded and/or Filedas Set Forth inSupplemental Indenture
    
    Purpose of Supplemental
    
    SupplementalDated as of
    
    Indenture
    
    Indenture Dated as ofDecember 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, 1951November 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, 1976
 20




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##### 



Recorded and/or Filedas Set Forth inSupplemental Indenture
    
    Purpose of Supplemental
    
    SupplementalDated as of
    
    Indenture
    
    Indenture Dated as ofFebruary 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, 1977February 15, 1977
    
    Series MMP Bonds and
Subject Properties
    
    March 1, 1977March 1, 1977
    
    Series IIP Nos. 1-7 Bonds,
Series JJP Nos. 1-7 Bonds,
Series KKP Nos. 1-7 Bonds
and Series LLP Nos. 1-7
Bonds
    
    June 15, 1977June 15, 1977
    
    Series FFR No. 14 Bonds
and Subject Properties
    
    July 1, 1977July 1, 1977
    
    Series NNP Nos. 1-7 Bonds
and Subject Properties
    
    October 1, 1977October 1, 1977
    
    Series GGP Nos. 8-22 Bonds
and Series OOP Nos. 1-17
Bonds and Subject
Properties
    
    June 1, 1978June 1, 1978
    
    Series PP Bonds, Series
QQP Nos. 1-9 Bonds and
Subject Properties
    
    October 15, 1978October 15, 1978
    
    Series RR Bonds and
Subject Properties
    
    March 15, 1979March 15, 1979
    
    Series SS Bonds and
Subject Properties
    
    July 1, 1979July 1, 1979
    
    Series IIP Nos. 8-22
Bonds, Series NNP Nos.
8-21 Bonds and Series TTP
Nos. 1-15 Bonds and
Subject Properties
    
    September 1, 1979September 1, 1979
    
    Series JJP No. 8 Bonds,
Series KKP No. 8 Bonds,
Series LLP Nos. 8-15
Bonds, Series MMP No. 2
Bonds and Series OOP No.
18 Bonds and Subject
Properties
    
    September 15, 1979September 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, 1982
 21




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##### 



Recorded and/or Filedas Set Forth inSupplemental Indenture
    
    Purpose of Supplemental
    
    SupplementalDated as of
    
    Indenture
    
    Indenture Dated as ofAugust 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, 1984October 1, 1984
    
    1984 Series AP Bonds and
1984 Series BP Bonds and
Subject Properties
    
    May 1, 1985May 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 E Bonds and Subject
Properties
    
    November 30, 1987November 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 B Bonds, 1990
Series C Bonds, 1990
Series D Bonds, 1990
Series E Bonds and 1990
Series F Bonds
    
    November 1, 1990November 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 Series CP Bonds
    
    May 15, 1991May 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, 1993
 22




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##### 



Recorded and/or Filedas Set Forth inSupplemental Indenture
    
    Purpose of Supplemental
    
    SupplementalDated as of
    
    Indenture
    
    Indenture Dated as ofDecember 15, 1992
    
    Series KKP No. 14 Bonds
and 1989 Series BP No. 2
Bonds
    
    March 15, 1993January 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 Series IP Bonds
    
    September 15, 1993April 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)
 23




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##### 



Recorded and/or Filedas Set Forth inSupplemental Indenture
    
    Purpose of Supplemental
    
    SupplementalDated as of
    
    Indenture
    
    Indenture Dated as ofFebruary 1, 2005
    
    2005 Series A Bonds and
2005 Series B Bonds
    
    May 15, 2006April 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, 2008October 1, 2008
    
    2008 Series J Bonds
    
    December 1, 2008December 1, 2008
    
    2008 Series LT Bonds
    
    March 15, 2009March 15, 2009
    
    2009 Series BT Bonds
    
    November 1, 2009
 
 (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 NOVEMBER 1,
2009.
    
    Further, pursuant to the terms and
provisions of the Original
Indenture, a Supplemental Indenture
dated as of November 1, 2009
providing for the terms of bonds to
be issued thereunder of 2009 Series
CT 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 November
24, 2009 (Filing No. 2009166228-1),
has been filed and recorded in the
Office of the Surface Transportation
Board on November 24, 2009
(Recordation No. 5485-XXXXX), 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
    
    11/30/09
    
    
    
    2009113000759939
    
    
    
    N/AHuron
    
    11/24/09
    
    
    
    1306
    
    
    
    4Ingham
    
    11/30/09
    
    
    
    3365
    
    
    
    280Lapeer
    
    11/24/09
    
    
    
    2418
    
    
    
    857Lenawee
    
    11/24/09
    
    
    
    2394
    
    
    
    336Livingston
    
    11/24/09
    
    
    
    2009R-031857
    
    
    
    N/AMacomb
    
    11/30/09
    
    
    
    20040
    
    
    
    624
 24




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##### 



Liber/County
    
    Recorded
    
    
    Instrument no.
    
    
    PageMason
    
    11/24/09
    
    
    
    2009R06849
    
    
    
    N/AMonroe
    
    11/24/09
    
    
    
    2009R20845
    
    
    
    N/AOakland
    
    11/25/09
    
    
    
    41648
    
    
    
    496St. Clair
    
    11/24/09
    
    
    
    4002
    
    
    
    531Sanilac
    
    11/24/09
    
    
    
    1085
    
    
    
    38Tuscola
    
    11/24/09
    
    
    
    1188
    
    
    
    143Washtenaw
    
    11/24/09
    
    
    
    4761
    
    
    
    576Wayne
    
    11/24/09
    
    
    
    48232
    
    
    
    1482
 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
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.
 25




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##### 



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.
   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 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.
 26




---



##### 



EXECUTION BY
COMPANY.
    
    THE DETROIT EDISON COMPANY
 (Corporate Seal)
    By:
    /s/ Donald J. GoshornName:
    Donald J. GoshornTitle:
    Assistant Treasurer Attest:By:
    /s/ Lisa A. MuschongName:
    Lisa A. MuschongTitle:
    Corporate Secretary Signed, sealed and delivered byTHE DETROIT EDISON COMPANY
in the presence of/s/ Jessica P. LangeName:
    Jessica P. Lange/s/ Daniel T. RichardsName:
    Daniel T. Richards 27




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##### 



STATE OF MICHIGAN
    
    
    ))
    
    SSCOUNTY OF WAYNE
    
    
    )
 ACKNOWLEDGMENT OF EXECUTION
BY
COMPANY.
    
    On this 18th day of August, 2010, before
me, the subscriber, a Notary Public within
and for the County of Wayne, in the State
of Michigan, acting in the County of Wayne,
personally appeared Donald J. Goshorn, to
me personally known, who, being by me duly
sworn, did say that he does business at One
Energy Plaza, 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 Donald J. Goshorn
acknowledged said instrument to be the free
act and deed of said corporation.
 (Notarial Seal)
    /s/ Stephanie V. WashioStephanie V. WashioNotary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: May 18, 2012 28




---



##### 



EXECUTION BY
TRUSTEE.
    
    THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
 (Corporate Seal)
    By:
    /s/ Alexis M. JohnsonName:
    Alexis M. JohnsonTitle:
    Authorized Officer Attest:By:
    /s/ J. Michael BanasName:
    J. Michael BanasTitle:
    Vice President Signed, sealed and delivered byTHE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
in the presence of/s/ W. Scott BennettName:
    W. Scott Bennett/s/ Kathleen HierName:
    Kathleen Hier 29




---



##### 



STATE OF MICHIGAN
    
    
    ))
    
    SSCOUNTY OF WAYNE
    
    
    )
 ACKNOWLEDGMENT OF EXECUTION
BY TRUSTEE.
    
    On this 18th day of August, 2010, before
me, the subscriber, a Notary Public within
and for the County of Wayne, in the State
of Michigan, acting in the County of Wayne,
personally appeared Alexis M. Johnson, to
me personally known, who, being by me duly
sworn, did say that her business office is
located at 719 Griswold Street, Suite 930,
Detroit, Michigan 48226, and she is an
Authorized Officer of THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., one of the
corporations described in and which
executed the foregoing instrument; that she
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 she subscribed her name
thereto by like authority; and said Alexis
M. Johnson acknowledged said instrument to
be the free act and deed of said
corporation.
 (Notarial Seal)
    /s/ Stephanie V. WashioStephanie V. WashioNotary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: May 18, 2012 30




---



##### 



STATE OF MICHIGAN
    
    
    ))
    
    SSCOUNTY OF WAYNE
    
    
    )
 AFFIDAVIT AS TO CONSIDERATION AND
GOOD FAITH.
    
    Donald J. Goshorn, 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/ Donald J. GoshornName:
    Donald J. GoshornTitle:
    Assistant Treasurer
The Detroit Edison Company Sworn to before me this 18th day ofAugust, 2010(Notarial Seal)
    /s/ Stephanie V. WashioStephanie V. WashioNotary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: May 18, 2012 31




---



##### 



32