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 A
    
    
    10Further Assurance
    
    
    10Authorization of Supplemental Indenture
    
    
    11Consideration for Supplemental Indenture
    
    
    11PART I. CREATION OF THREE HUNDRED FIFTY-EIGHTH SERIES OF BONDS, GENERAL AND
REFUNDING MORTGAGE BONDS, 2010 SERIES A
    
    
    11Sec. 1. Terms of Bonds of 2010 Series A
    
    
    11Sec. 2. Release
    
    
    13Sec. 3. Redemption of Bonds of 2010 Series A
    
    
    14Sec. 4. Redemption of Bonds of 2010 Series A in Event of Acceleration of
Notes
    
    
    14Sec. 5. Form of Bonds of 2010 Series A
    
    
    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 September, 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 seven
hundred fourteen million eight
hundred fifty-two thousand dollars
($13,714,852,000) 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
 7




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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;
 8




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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 dollars ($250,000,000), all of which are
outstanding at the date hereof;
 9




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##### 



(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;(357)
    
    Bonds of 2010 Series B in the principal amount of Three
hundred million dollars ($300,000,000), all of which are
outstanding at the date hereof;accordingly, the Company has issued and has presently
outstanding Four billion three hundred eighty-four million
seven thousand dollars ($4,384,007,000) 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 A.
    
    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 A, in
the aggregate principal amount of
Three hundred million dollars
($300,000,000), to be authenticated
and delivered pursuant to Section 4
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
 10




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##### 



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 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:
  
 TERMS OF BONDS OF
2010 SERIES A.
    
    SECTION 1. The Company hereby
creates the three hundred
fifty-eighth 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 A
(elsewhere herein referred to as the
bonds of 2010 Series A). The
aggregate principal amount of bonds
of 2010 Series A 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.Subject to the release provisions
set forth below, each bond of 2010
Series A 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 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 A 4.89% Senior
Notes due 2020 (for purposes of this
Part I, the Notes).
 11




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The bonds of 2010 Series A shall be
issued as registered bonds without
coupons in denominations of a
multiple of $1,000. The bonds of
2010 Series A shall be issued in the
aggregate principal amount of
$300,000,000, shall mature on
September 15, 2020 (subject to
earlier redemption or release) and
shall bear interest at the rate of
4.89% per annum, payable
semi-annually in arrears on March 15
and September 15 of each year
(commencing March 15, 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
Make-Whole Amount (as defined in the
Note Indenture) shall be required to
be paid by the Company on the Notes,
there shall be due and payable on
the bonds of 2010 Series A an
additional amount equal to such
Make-Whole Amount 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 A shall be
payable as to principal, Make-Whole
Amount, 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 A shall be payable, as to
principal, Make-Whole Amount, 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 A shall be dated the
date of its authentication and
interest shall be payable on the
principal represented thereby from
the next preceding date to which
interest has been paid on bonds of
2010 Series A, 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 September 15, 2010, in
which case interest shall be payable
from September 15, 2010.The bonds of 2010 Series A 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
A). Until bonds of 2010 Series A 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 A in temporary form, as
provided in Section 10 of Article II
of the Indenture. Temporary bonds
of 2010 Series A, if any, may be
printed and may be issued in
authorized denominations in
substantially the form of definitive
bonds of 2010 Series A, 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
A 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
 12




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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 A, 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 A
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 A
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 A 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 A 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 A shall in the same
manner be exchangeable for a like
aggregate principal amount of bonds
of 2010 Series A 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 A during any period of
ten (10) days next preceding any
redemption date for such bonds.Bonds of 2010 Series A, 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
Make-Whole Amount, 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 A in a
principal amount equal to the
principal amount of such Notes,
shall, to the extent of such payment
of principal, Make-Whole Amount 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 Make-Whole
Amount, 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 in accordance with the
Note Indenture, the bonds of 2010
Series A shall be deemed fully paid,
satisfied and discharged and the
obligation of the Company
 13




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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 A 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 A to be less than the
then-outstanding principal amount of
the Notes.REDEMPTION OF BONDS OF 2010 SERIES A.
    
    SECTION 3. Bonds of 2010 Series A
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 A
on the same date as it gives notice
of redemption of Notes to the Note
Indenture Trustee.REDEMPTION OF BONDS OF 2010 SERIES A
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 A 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 Make-Whole Amount, 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 A 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
Make-Whole Amount, 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
 14




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##### 



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
2010 SERIES A.
    
    SECTION 5. The bonds of 2010 Series
A and the form of Trustees
Certificate to be endorsed on such
bonds shall be substantially in the
following forms, respectively:
 
 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 September 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 September 15, 2020 (subject to
earlier redemption or release) and interest thereon at the rate of 4.89% per annum,
in like lawful money, from September 15, 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 March 15 and September 15 of each year (commencing March 15, 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 on
bonds of this Series, in the event any Make-Whole Amount (as defined in the Note
Indenture hereinafter referred to) shall be required to be paid by the Company on
the Notes, there shall be due and payable on the bonds of this Series an additional
amount equal to such Make-Whole Amount 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.
 15




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Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and as
further supplemented as of September 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 A 4.89% 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 Make-Whole Amount (as defined in
the Note Indenture), 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 A, 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 September 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 September 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 A (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 Make-Whole Amount, 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 A 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, Make-Whole Amount
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 Make-Whole Amount, 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 subject to
compliance with the provisions of the Note Indenture relating to the delivery of
Substitute Mortgage Bonds, the bonds of 2010 Series A shall be deemed fully paid,
satisfied and discharged and the obligation of the Company
 17




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##### 



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 A 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 A 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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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 COMPANYBy:
    /s/ Donald J. Goshorn(Corporate Seal)
    
    Name:
    Donald J. GoshornTitle:
    Assistant Treasurer Attest:By:
    /s/ Lisa A. MuschongName:
    Lisa A. MuschongTitle:
    Corporate SecretarySigned, sealed and delivered byTHE DETROIT EDISON COMPANY
in the presence of/s/ Anthony G. MorrowName:  Anthony G. Morrow/s/ Daniel T. RichardsName:  Daniel T. Richards 27




---



##### 



STATE OF MICHIGAN
    
    
    ))
    

    SSCOUNTY OF WAYNE
    
    
    )
 ACKNOWLEDGMENT OF EXECUTION
BY
COMPANY.
    
    On this 14th day of September,
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, MIActing in WayneMy Commission Expires: May 18, 2012
 28




---



##### 



EXECUTION BY TRUSTEE.
    THE BANK OF NEW YORK MELLON
TRUSTCOMPANY, N.A.By:
    /s/ Alexis M. Johnson(Corporate Seal)
    
    Name:
    Alexis M. JohnsonTitle:
    Authorized Officer Attest:By:

/s/ J. Michael BanasName:
    J. Michael BanasTitle:
    Vice PresidentSigned, sealed and delivered byTHE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
in the presence of/s/ John DermodyName: John Dermody/s/ Kathleen HierName: Kathleen Hier 29




---



##### 



STATE OF MICHIGAN
    
    
    ))
    

    SSCOUNTY OF WAYNE
    
    
    )
 ACKNOWLEDGMENT OF EXECUTION
BY TRUSTEE.
    
    On this 14th day of September,
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, MIActing in WayneMy 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 TreasurerThe Detroit Edison CompanySworn to before me this 14th day of
September, 2010(Notarial Seal)
    
    /s/ Stephanie V. WashioStephanie V. WashioNotary Public, Wayne County, MIActing in WayneMy Commission Expires: May 18, 2012
 31




---



##### 



32