EX-4.263






Exhibit 4-263




INDENTURE




DATED AS OF MARCH 15, 2009




 






THE DETROIT EDISON COMPANY

(One Energy Plaza, Detroit, Michigan 48226)




TO




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(719 Griswold Street, Suite 930, Detroit, Michigan 48226)



AS TRUSTEE



 






SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST

DATED AS OF OCTOBER 1, 1924




PROVIDING FOR




(A) GENERAL AND REFUNDING MORTGAGE BONDS,

2009 SERIES BT




AND




(B) RECORDING AND FILING DATA




1









 





TABLE OF CONTENTS*




	 	 	 
	 	 	PAGE
	PARTIES
	 	3
	RECITALS
	 	3
	Original Indenture and Supplementals
	 	3
	Issue of Bonds Under Indenture
	 	3
	Bonds Heretofore Issued
	 	4
	Reason for Creation of New Series
	 	10
	Bonds to be 2009 Series BT
	 	10
	Further Assurance
	 	10
	Authorization of Supplemental Indenture
	 	11
	Consideration for Supplemental Indenture
	 	11
	PART I. CREATION OF THREE HUNDRED FIFTY-FIFTH SERIES OF BONDS, GENERAL AND
REFUNDING MORTGAGE BONDS, 2009 SERIES BT
	 	11
	Sec. 1. Terms of Bonds of 2009 Series BT
	 	11
	Sec. 2. Release
	 	14
	Sec. 3. Redemption of Bonds of 2009 Series BT
	 	14
	Sec. 4. Redemption of Bonds of 2009 Series BT in Event of Acceleration of
Notes or in Event of Redemption of Notes Upon Acceleration of Strategic
Fund Bonds
	 	14
	Sec. 5. Form of Bonds of 2009 Series BT
	 	15
	Form of Trustee’s Certificate
	 	19
	PART II. RECORDING AND FILING DATA
	 	20
	Recording and Filing of Original Indenture
	 	20
	Recording and Filing of Supplemental Indentures
	 	20
	Recording and Filing of Supplemental Indenture Dated as of December 1, 2008
	 	25
	Recording of Certificates of Provision for Payment
	 	26
	PART III. THE TRUSTEE
	 	26
	Terms and Conditions of Acceptance of Trust by Trustee
	 	26
	PART IV. MISCELLANEOUS
	 	27
	Confirmation of Section 318(c) of Trust Indenture Act
	 	27
	Execution in Counterparts
	 	27
	EXECUTION
	 	27
	Testimonium
	 	27
	Execution by Company
	 	28
	Acknowledgment of Execution by Company
	 	29
	Execution by Trustee
	 	30
	Acknowledgment of Execution by Trustee
	 	31
	Affidavit as to Consideration and Good Faith
	 	32








 




			
	*	 	This Table of Contents shall not have any bearing upon the interpretation of any of the terms
or provisions of this Indenture.




2









 










	 	 	 
	PARTIES.

	 	SUPPLEMENTAL INDENTURE, dated as of the 15th day of March, in the year
2009, 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 and December 1, 2008 supplemental to the Original
Indenture, have heretofore been entered into between the Company and
the Trustee (the Original Indenture and all indentures supplemental
thereto together being hereinafter sometimes referred to as the
“Indenture”); and
	 
	 	 
	ISSUE 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









 






	 	 	 
	 

	 	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; and
	 
	 	 
	BONDS HERETOFORE ISSUED.

	 	WHEREAS, bonds in the principal amount of Thirteen billion two hundred
eighty-one million three hundred fifty-two thousand dollars
($13,281,352,000) have heretofore been issued under the Indenture as
follows, viz:






	 	 	 	 	 	 	 
	 
	 	(1)	 	Bonds of Series A	 	— Principal Amount $26,016,000,
	 
	 	 	 	 	 	 
	 
	 	(2)	 	Bonds of Series B	 	— Principal Amount $23,000,000,
	 
	 	 	 	 	 	 
	 
	 	(3)	 	Bonds of Series C	 	— Principal Amount $20,000,000,
	 
	 	 	 	 	 	 
	 
	 	(4)	 	Bonds of Series D	 	— Principal Amount $50,000,000,
	 
	 	 	 	 	 	 
	 
	 	(5)	 	Bonds of Series E	 	— Principal Amount $15,000,000,
	 
	 	 	 	 	 	 
	 
	 	(6)	 	Bonds of Series F	 	— Principal Amount $49,000,000,
	 
	 	 	 	 	 	 
	 
	 	(7)	 	Bonds of Series G	 	— Principal Amount $35,000,000,
	 
	 	 	 	 	 	 
	 
	 	(8)	 	Bonds of Series H	 	— Principal Amount $50,000,000,
	 
	 	 	 	 	 	 
	 
	 	(9)	 	Bonds of Series I	 	— Principal Amount $60,000,000,
	 
	 	 	 	 	 	 
	 
	 	(10)	 	Bonds of Series J	 	— Principal Amount $35,000,000,
	 
	 	 	 	 	 	 
	 
	 	(11)	 	Bonds of Series K	 	— Principal Amount $40,000,000,
	 
	 	 	 	 	 	 
	 
	 	(12)	 	Bonds of Series L	 	— Principal Amount $24,000,000,
	 
	 	 	 	 	 	 
	 
	 	(13)	 	Bonds of Series M	 	— Principal Amount $40,000,000,
	 
	 	 	 	 	 	 
	 
	 	(14)	 	Bonds of Series N	 	— Principal Amount $40,000,000,
	 
	 	 	 	 	 	 
	 
	 	(15)	 	Bonds of Series O	 	— Principal Amount $60,000,000,
	 
	 	 	 	 	 	 
	 
	 	(16)	 	Bonds of Series P	 	— Principal Amount $70,000,000,
	 
	 	 	 	 	 	 
	 
	 	(17)	 	Bonds of Series Q	 	— Principal Amount $40,000,000,
	 
	 	 	 	 	 	 
	 
	 	(18)	 	Bonds of Series W	 	— Principal Amount $50,000,000,
	 
	 	 	 	 	 	 
	 
	 	(19)	 	Bonds of Series AA	 	— Principal Amount $100,000,000,
	 
	 	 	 	 	 	 
	 
	 	(20)	 	Bonds of Series BB	 	— Principal Amount $50,000,000,
	 
	 	 	 	 	 	 
	 
	 	(21)	 	Bonds of Series CC	 	— Principal Amount $50,000,000,
	 
	 	 	 	 	 	 
	 
	 	(22)	 	Bonds of Series UU	 	— Principal Amount $100,000,000,
	 
	
	 	(23-31)	 	Bonds of Series DDP Nos. 1-9	 	— Principal Amount $14,305,000,






4









 






	 	 	 	 	 	 	 
	
	 	(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









 






	 	 	 	 	 	 	 
	 
	 	(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









 






	 	 	 	 	 	 	 
	 
	 	(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, and
	 
	 	 	 	 	 	 
	 
	 	(317)	 	Bonds of 1991 Series AP	 	— Principal Amount $32,375,000,






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	all of which have either been retired and cancelled, or no longer
represent obligations of the Company, having matured or having been
called for






7









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	redemption and funds necessary to effect the payment,
redemption and retirement thereof having been deposited with the
Trustee as a special trust fund to be applied for such purpose;
	 
	 	 	 	 	 	 
	 

	 	 	(318	)	 	Bonds of 1990 Series B in the principal amount of Two hundred fifty-six
million nine hundred thirty-two thousand dollars ($256,932,000) of
which One hundred eighty million eight hundred four thousand dollars
($180,804,000) principal amount have heretofore been retired;
	 
	 	 	 	 	 	 
	 

	 	 	(319	)	 	Bonds of 1990 Series C in the principal amount of Eighty-five million
four hundred seventy-five thousand dollars ($85,475,000) of which Sixty
four million nine hundred sixty one thousand dollars ($64,961,000)
principal amount have heretofore been retired;
	 
	 	 	 	 	 	 
	 

	 	 	(320	)	 	INTENTIONALLY RESERVED FOR 1990 SERIES E;
	 
	 	 	 	 	 	 
	 

	 	 	(321	)	 	INTENTIONALLY RESERVED FOR 1990 SERIES F;
	 
	 	 	 	 	 	 
	 

	 	 	(322	)	 	Bonds of 1991 Series BP in the principal amount of Twenty-five million
nine hundred ten thousand dollars ($25,910,000), all of which are
outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(323	)	 	Bonds of 1991 Series CP in the principal amount of Thirty-two million
eight hundred thousand dollars ($32,800,000), all of which are
outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(324	)	 	Bonds of 1991 Series DP in the principal amount of Thirty-seven million
six hundred thousand dollars ($37,600,000), all of which are
outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(325	)	 	Bonds of 1992 Series AP in the principal amount of Sixty-six million
dollars ($66,000,000), all of which are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(326	)	 	Bonds of 1993 Series AP in the principal amount of Sixty-five million
dollars ($65,000,000), all of which are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(327	)	 	Bonds of 1999 Series AP in the principal amount of One hundred eighteen
million three hundred sixty thousand dollars ($118,360,000), all of
which are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(328	)	 	Bonds of 1999 Series BP in the principal amount of Thirty-nine million
seven hundred forty-five thousand dollars ($39,745,000), all of which
are outstanding of the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(329	)	 	Bonds of 1999 Series CP in the principal amount of Sixty-six million
five hundred sixty-five thousand dollars ($66,565,000), all of which
are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(330	)	 	Bonds of 2000 Series B in the principal amount of Fifty million seven
hundred forty-five thousand dollars ($50,745,000), all of which are
outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(331	)	 	Bonds of 2001 Series AP in the principal amount of Thirty-one million
($31,000,000), all of which are outstanding at the date hereof;






8









 






	 	 	 	 	 	 	 
	 

	 	 	(332	)	 	Bonds of 2001 Series BP in the principal amount of Eighty-two million
three hundred fifty thousand ($82,350,000), all of which are
outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(333	)	 	Bonds of 2001 Series CP in the principal amount of One hundred
thirty-nine million eight hundred fifty-five thousand dollars
($139,855,000), all of which are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(334	)	 	Bonds of 2001 Series E in the principal amount of Five hundred million
dollars ($500,000,000), all of which are outstanding at the date
hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(335	)	 	Bonds of 2002 Series A in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are
outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(336	)	 	Bonds of 2002 Series B in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are
outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(337	)	 	Bonds of 2002 Series C in the principal amount of Sixty-four million
three hundred thousand dollars ($64,300,000), all of which are
outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(338	)	 	Bonds of 2002 Series D in the principal amount of Fifty-five million
nine hundred seventy-five thousand dollars ($55,975,000), all of which
are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(339	)	 	Bonds of 2003 Series A in the principal amount of Forty-nine million
dollars ($49,000,000), all of which are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(340	)	 	Bonds of 2004 Series A in the principal amount of Thirty-six million
dollars ($36,000,000), all of which are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(341	)	 	Bonds of 2004 Series B in the principal amount of Thirty-one million
nine hundred eighty thousand dollars ($31,980,000), all of which are
outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(342	)	 	Bonds of 2004 Series D in the principal amount of Two hundred million
dollars ($200,000,000), all of which are outstanding at the date
hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(343	)	 	Bonds of 2005 Series AR in the principal amount of Two hundred million
dollars ($200,000,000), all of which are outstanding at the date
hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(344	)	 	Bonds of 2005 Series BR in the principal amount of Two hundred million
dollars ($200,000,000), all of which are outstanding at the date
hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(345	)	 	Bonds of 2005 Series C in the principal amount of One hundred million
dollars ($100,000,000), all of which are outstanding at the date
hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(346	)	 	Bonds of 2005 Series E in the principal amount of Two hundred fifty
million dollars ($250,000,000), all of which are outstanding at the
date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(347	)	 	Bonds of 2006 Series A in the principal amount of Two hundred fifty
million dollars ($250,000,000), all of which are outstanding at the
date hereof;






9









 






	 	 	 	 	 	 	 
	 

	 	 	(348	)	 	Bonds of 2007 Series A in the principal amount of Fifty million dollars
($50,000,000), all of which are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(349	)	 	Bonds of 2008 Series DT in the principal amount of Sixty-eight million
five hundred thousand dollars ($68,500,000), all of which are
outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(350	)	 	Bonds of 2008 Series ET in the principal amount of One hundred
nineteen million one hundred seventy-five thousand dollars
($119,175,000), all of which are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(351	)	 	Bonds of 2008 Series G in the principal amount of Three hundred million
dollars ($300,000,000), all of which are outstanding at the date
hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(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; and
	 
	 	 	 	 	 	 
	 

	 	 	(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;
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	accordingly, the Company has issued and has presently outstanding Four
billion one hundred nine million eight hundred seventy-seven thousand
dollars ($4,109,877,000) aggregate principal amount of its General and
Refunding Mortgage Bonds (the “Bonds”) at the date hereof.






	 	 	 
	REASON FOR CREATION OF NEW
SERIES.

	 	WHEREAS, the Company intends to issue a series of Notes under the Note
Indenture herein referred to, and, pursuant to the Note Indenture, in
order to secure its obligations under the Loan Agreement dated as of
April 1, 2009 between the Company and the Michigan Strategic Fund
relating to the Michigan Strategic Fund Limited Obligation Refunding
Revenue Bonds (The Detroit Edison Company Exempt Facilities Project),
Collateralized Series 2009BT (the “Strategic Fund Bonds”) being issued
under the Trust Indenture dated as of April 1, 2009 (the “Strategic
Fund Indenture”) between the Michigan Strategic Fund and The Bank of
New York Mellon Trust Company, N.A., as trustee (the “Strategic Fund
Bond Trustee”), 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; and
	 
	 	 
	BONDS TO BE 2009 SERIES BT.

	 	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, 2009 Series BT,” in the aggregate
principal amount of Sixty-eight million five hundred thousand dollars
($68,500,000), to be authenticated and delivered pursuant to Section 8
of Article III of the Indenture; and
	 
	 	 
	FURTHER 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









 






	 	 	 
	 

	 	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); and
	 
	 	 
	AUTHORIZATION OF SUPPLEMENTAL
INDENTURE.

	 	WHEREAS, the Company in the exercise of the powers and authority
conferred upon and reserved to it under and by virtue of the provisions
of the Indenture, and pursuant to resolutions of its Board of
Directors, has duly resolved and determined to make, execute and
deliver to the Trustee a supplemental indenture in the form hereof for
the purposes herein provided; and
	 
	 	 
	 

	 	WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid and legally binding instrument in
accordance with its terms have been done, performed and fulfilled, and
the execution and delivery hereof have been in all respects duly
authorized;
	 
	 	 
	CONSIDERATION FOR SUPPLEMENTAL
INDENTURE.

	 	NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison
Company, in consideration of the premises and of the covenants
contained in the Indenture and of the sum of One Dollar ($1.00) and
other good and valuable consideration to it duly paid by the Trustee at
or before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, hereby covenants and agrees to and with
the Trustee and its successors in the trusts under the Original
Indenture and in said indentures supplemental thereto as follows:






PART
I.


CREATION OF THREE HUNDRED FIFTY-FIFTH

SERIES OF BONDS,

GENERAL AND REFUNDING MORTGAGE BONDS,

2009 SERIES BT




	 	 	 
	TERMS OF BONDS OF
2009 SERIES BT.

	 	SECTION 1. The Company hereby creates the three hundred
fifty-fifth 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, 2009 Series BT” (elsewhere herein
referred to as the “bonds of 2009 Series BT”). The
aggregate principal amount of bonds of 2009 Series BT
shall be limited to Sixty-eight million five hundred
thousand dollars ($68,500,000), 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 2009 Series BT 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,






11









 






	 	 	 
	 

	 	1993, as supplemented (the “Note
Indenture”), between the Note Indenture Trustee and the
Company, to secure payment of the Company’s 2009 Series
BT 6.00% Senior Notes due 2036 (for purposes of this
Part I, the “Notes”).
	 
	 	 
	 

	 	The bonds of 2009 Series BT shall be issued as
registered bonds without coupons in denominations of a
multiple of $5,000. The bonds of 2009 Series BT shall
be issued in the aggregate principal amount of
$68,500,000, shall mature on December 1, 2036 (subject
to earlier redemption or release) and shall bear
interest at the rate of 6.00% per annum, payable
semi-annually in arrears on June 1 and December 1 of
each year (commencing December 1, 2009), until the
principal thereof shall have become due and payable and
thereafter until the Company’s obligation with respect
to the payment of said principal shall have been
discharged as provided in the Indenture.
	 
	 	 
	 

	 	The bonds of 2009 Series BT 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 2009 Series BT 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 2009 Series BT
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 2009 Series BT, 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 the first date on which
interest is payable on the Strategic Fund Bonds, in
which case interest shall be payable from April 1, 2009.
	 
	 	 
	 

	 	The bonds of 2009 Series BT 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 2009 Series BT). Until bonds
of 2009 Series BT 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 2009 Series BT in temporary form,
as provided in Section 10 of Article II of the
Indenture. Temporary bonds of 2009 Series BT, if any,
may be printed and may be issued in authorized
denominations in substantially the form of definitive
bonds of 2009 Series BT, 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 2009 Series BT that is payable on any
interest payment date and is punctually paid or duly provided for shall
 be paid to the person in whose name that bond, or any previous bond to the
extent evidencing the same debt as that evidenced by that bond, is registered at the close of
business on the regular record date for such interest, which regular record date shall be the record date
for the Strategic Fund Bonds with respect to 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 2009 Series









12











 





	 	 	 
	 

	 	BT, 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 2009 Series BT 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 2009 Series BT 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 2009 Series BT 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 2009 Series BT 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 2009 Series BT shall in the same manner be exchangeable for a
like aggregate principal amount of bonds of 2009 Series BT 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 2009 Series BT during any period of ten (10) days
next preceding any redemption date for such bonds.
	 
	 	 
	 

	 	Bonds of 2009 Series BT, 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 2009 Series BT 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.
	 
	 	 
	 

	 	In the event the Company desires to provide for the payment of bonds of 2009 Series
BT, in lieu of defeasing such bonds in accordance with the Indenture, it shall
redeem an equal principal amount of Strategic Fund Bonds. Pursuant to Section
2.03(c) of the Twenty-Ninth Supplemental Indenture to the Note Indenture dated March
15, 2009, such redemption shall result in the discharge of the Company’s obligation
with respect to such Notes and the cancellation thereof which, in accordance with
the preceding paragraph, shall result in the discharge of the Company’s obligation
with respect to the applicable bonds of






13









 






	 	 	 
	 

	 	2009 Series BT and cancellation thereof.
	 
	 	 
	 

	 	Any amount payable by the Company in respect of principal of bonds of 2009 Series
BT, whether at maturity or prior to maturity by redemption or upon acceleration or
otherwise, in a circumstance where there has not been a corresponding payment of
principal of Strategic Fund Bonds shall be applied simultaneously to the redemption
of an equal principal amount of Strategic Fund Bonds in accordance with the
Strategic Fund Indenture. In the event the amount so paid is insufficient to
provide for such redemption, the Company shall pay such additional amount as shall
be necessary to make up for the deficiency.
	 
	 	 
	RELEASE.

	 	SECTION 2. From and after the Release Date (as defined in the Note Indenture), the
bonds of 2009 Series BT shall be deemed fully paid, satisfied and discharged and the
obligation of the Company thereunder shall be terminated. On the Release Date, the
bonds of 2009 Series BT 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 2009 Series
BT to be less than the then-outstanding principal amount of the Notes.
	 
	 	 
	REDEMPTION OF
BONDS OF 2009
SERIES BT.

	 	SECTION 3. Bonds of 2009 Series BT 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 2009 Series BT on the same date as it gives notice of
redemption of Notes to the Note Indenture Trustee.
	 
	 	 
	REDEMPTION OF
BONDS OF 2009
SERIES BT IN
EVENT OF
ACCELERATION
OF NOTES OR IN
EVENT OF
REDEMPTION OF
NOTES UPON
ACCELERATION
OF STRATEGIC
FUND BONDS.

	 	SECTION 4. In the event of an Event of Default under the Note Indenture and the
acceleration of all Notes, the bonds of 2009 Series BT 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. In addition, in the event of a required redemption of the
Notes upon demand of the Bond Trustee prior to the Release Date upon a declaration
of acceleration of the payment of the Strategic Fund Bonds, the bonds of 2009 Series
BT shall be redeemable in whole upon receipt by the Trustee of a Redemption Demand
from the Note Indenture Trustee stating that such redemption of the Notes is
required, stating that the redemption price was not paid when due and demanding
redemption of the bonds of 2009 Series BT. 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






14









 






	 	 	 
	 

	 	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 2009 Series BT shall be redeemed by the Company on the Demand
Redemption Date therefor upon surrender thereof by the Note Indenture Trustee to the
Trustee at a redemption price equal to the principal amount thereof plus accrued
interest thereon at the rate specified for such bond from the Initial Interest
Accrual Date to the Demand Redemption Date plus an amount equal to the aggregate
premium, if any, due and payable on such Demand Redemption Date on all Notes;
provided, however, that in the event of a receipt by the Trustee of a notice that,
pursuant to Section 602 of the Note Indenture, the Note Indenture Trustee has
terminated proceedings to enforce any right under the Note Indenture, then any
Redemption Demand shall 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
2009 SERIES BT.

	 	SECTION 5. The bonds of 2009 Series BT and the form of Trustee’s Certificate to be
endorsed on such bonds shall be substantially in the following forms, respectively:
	 
	 	 
	 

	 	THE DETROIT EDISON COMPANY

GENERAL AND REFUNDING MORTGAGE BOND

2009 SERIES BT
	 
	 	 
	 

	 	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 March 15, 2009, 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






15









 






	 	 	 
	 

	 	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 December 1, 2036 (subject to earlier
redemption or release) and interest thereon at the rate of 6.00% per annum, in like
lawful money, from April 1, 2009, 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, on such dates as interest
shall be payable on the Strategic Fund Bonds, until the Company’s obligation with
respect to payment of said principal shall have been discharged, all as provided, to
the extent and in the manner specified in the Indenture hereinafter mentioned and in
the supplemental indenture pursuant to which this bond has been issued.
	 
	 	 
	 

	 	Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and as
further supplemented as of March 15, 2009 (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 2009 Series BT 6.00% Senior Notes due 2036 (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.
	 
	 	 
	 

	 	The Notes were issued to secure the Company’s obligations under the Loan Agreement
dated as of April 1, 2009 between the Company and the Michigan Strategic Fund
relating to the Michigan Strategic Fund Limited Obligation Refunding Revenue Bonds
(The Detroit Edison Company Exempt Facilities Project), Collateralized Series 2009BT
(the “Strategic Fund Bonds”) being issued under the Trust Indenture dated as of
April 1, 2009 (the “Strategic Fund Indenture”) between the Michigan Strategic Fund
and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Strategic Fund
Bond Trustee”).
	 
	 	 
	 

	 	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 2009 Series BT, limited to an aggregate principal amount of $68,500,000,
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 March 15, 2009) 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






16









 






	 	 	 
	

	 	(which Indenture and all indentures
supplemental thereto, including the Supplemental Indenture dated as of March 15,
2009, are hereinafter collectively called the “Indenture”). As provided in the
Indenture, said bonds may be for various principal sums and are issuable in series,
which may mature at different times, may bear interest at different rates and may
otherwise vary as in said Indenture provided. With the consent of the Company and
to the extent permitted by and as provided in the Indenture, the rights and
obligations of the Company and of the holders of the bonds and the terms and
provisions of the Indenture, or of any indenture supplemental thereto, may be
modified or altered in certain respects by affirmative vote of at least eighty-five
percent (85%) in amount of the bonds then outstanding, and, if the rights of one or
more, but less than all, series of bonds then outstanding are to be affected by the
action proposed to be taken, then also by affirmative vote of at least eighty-five
percent (85%) in amount of the series of bonds so to be affected (excluding in every
instance bonds disqualified from voting by reason of the Company’s interest therein
as specified in the Indenture); provided, however, that, without the consent of the
holder hereof, no such modification or alteration shall, among other things, affect
the terms of payment of the principal of or the interest on this bond, which in
those respects is unconditional.
	 
	 	 
	 

	 	This bond is redeemable prior to the Release Date upon the terms and conditions set
forth in the Indenture, including provision for redemption upon demand of the Note
Indenture Trustee following the occurrence of an Event of Default under the Note
Indenture and the acceleration of the principal of the Notes and including provision
for redemption upon demand of the Note Indenture Trustee in the event of a required
redemption of the Notes following a declaration of acceleration of the Strategic
Fund Bonds, such demand stating that such redemption of the Notes is required,
stating that the redemption price thereof was not paid when due and demanding
redemption of this bond.
	 
	 	 
	 

	 	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 2009 Series BT (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 the event the Company desires to provide for
the payment of bonds of 2009 Series BT, in lieu of defeasing such bonds in
accordance with the Indenture, the Company shall redeem an equal principal amount of
Strategic Fund Bonds.
	 
	 	 
	 

	 	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.
	 
	 	 
	 

	 	Any amount payable by the Company in respect of principal of bonds of 2009 Series
BT, whether at maturity or prior to maturity by redemption or otherwise, in a
circumstance where there has not been a corresponding payment of principal of
Strategic Fund Bonds shall be applied simultaneously






17









 






	 	 	 
	 

	 	to the redemption of an equal
principal amount of Strategic Fund Bonds in accordance with the Strategic Fund
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 2009 Series BT in a principal amount equal to the
principal amount of such Notes, and having both a corresponding maturity date and
interest rate shall, to the extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of the Company thereunder to make
such payment shall forthwith cease and be discharged, and, in the case of the
payment of principal and premium, if any, such bonds of said series shall be
surrendered for cancellation or presented for appropriate notation to the Trustee.
	 
	 	 
	 

	 	This bond is not assignable or transferable except as set forth under Section 405 of
the Note Indenture or in the supplemental indenture relating to the Notes, or,
subject to compliance with applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of Default under the Note
Indenture. Any such transfer shall be made by the registered holder hereof, in
person or by his attorney duly authorized in writing, on the books of the Company
kept at its office or agency in the Borough of Manhattan, the City and State of New
York, upon surrender and cancellation of this bond, and thereupon, a new registered
bond of the same series of authorized denominations for a like aggregate principal
amount will be issued to the transferee in exchange therefor, and this bond with
others in like form may in like manner be exchanged for one or more new bonds of the
same series of other authorized denominations, but of the same aggregate principal
amount, all as provided and upon the terms and conditions set forth in the
Indenture, and upon payment, in any event, of the charges prescribed in the
Indenture.
	 
	 	 
	 

	 	From and after the Release Date (as defined in the Note Indenture), the bonds of
2009 Series BT shall be deemed fully paid, satisfied and discharged and the
obligation of the Company thereunder shall be terminated. On the Release Date, the
bonds of 2009 Series BT 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 2009 Series
BT 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.






18









 






	 	 	 
	 

	 	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 COMPANY

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 
	 

	 	[Corporate Seal]






	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 
	 

	 	[FORM OF TRUSTEE’S CERTIFICATE]
	 
	 	 
	FORM OF
TRUSTEE’S
CERTIFICATE.

	 	This bond is one of the bonds, of the series designated therein, described in the
within-mentioned Indenture.






	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON
 TRUST COMPANY, N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Representative 	 
	 	 	 	 
	 



	 	 	 
	 

	 	PART II.
	 
	 	 
	 

	 	RECORDING AND FILING DATA
	 
	 	 
	RECORDING AND
FILING OF
ORIGINAL
INDENTURE.

	 	The Original Indenture and indentures supplemental thereto
have been recorded and/or filed and Certificates of
Provision for Payment have been recorded as hereinafter set
forth.
	 
	 	 
	 

	 	The Original Indenture has been recorded as a real estate
mortgage and filed as a chattel Mortgage in the offices of
the respective Registers of Deeds of certain counties in the
State of Michigan as set forth in the Supplemental Indenture
dated as of September 1, 1947, has been recorded as a real
estate mortgage in






19









 






	 	 	 
	 

	 	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 Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	June 1, 1925(a)(b)

	 	Series B Bonds
	 	February 1, 1940
	August 1, 1927(a)(b)

	 	Series C Bonds
	 	February 1, 1940
	February 1, 1931(a)(b)

	 	Series D Bonds
	 	February 1, 1940
	June 1, 1931(a)(b)

	 	Subject Properties
	 	February 1, 1940
	October 1, 1932(a)(b)

	 	Series E Bonds
	 	February 1, 1940
	September 25, 1935(a)(b)

	 	Series F Bonds
	 	February 1, 1940
	September 1, 1936(a)(b)

	 	Series G Bonds
	 	February 1, 1940
	November 1, 1936(a)(b)

	 	Subject Properties
	 	February 1, 1940
	February 1, 1940(a)(b)

	 	Subject Properties
	 	September 1, 1947
	December 1, 1940(a)(b)

	 	Series H Bonds and Additional
Provisions
	 	September 1, 1947
	September 1, 1947(a)(b)(c)

	 	Series I Bonds, Subject
Properties and Additional
Provisions
	 	November 15, 1951
	March 1, 1950(a)(b)(c)

	 	Series J Bonds and Additional
Provisions
	 	November 15, 1951
	November 15, 1951(a)(b)(c)

	 	Series K Bonds, Additional
Provisions and Subject Properties
	 	January 15, 1953
	January 15, 1953(a)(b)

	 	Series L Bonds
	 	May 1, 1953
	May 1, 1953(a)

	 	Series M Bonds and Subject
Properties
	 	March 15, 1954
	March 15, 1954(a)(c)

	 	Series N Bonds and Subject
Properties
	 	May 15, 1955
	May 15, 1955(a)(c)

	 	Series O Bonds and Subject
Properties
	 	August 15, 1957
	August 15, 1957(a)(c)

	 	Series P Bonds, Additional
Provisions and Subject Properties
	 	June 1, 1959
	June 1, 1959(a)(c)

	 	Series Q Bonds and Subject
Properties
	 	December 1, 1966
	December 1, 1966(a)(c)

	 	Series R Bonds, Additional
Provisions and Subject Properties
	 	October 1, 1968
	October 1, 1968(a)(c)

	 	Series S Bonds and Subject
Properties
	 	December 1, 1969






20









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	December 1, 1969(a)(c)

	 	Series T Bonds and Subject
Properties
	 	July 1, 1970
	July 1, 1970(c)

	 	Series U Bonds and Subject
Properties
	 	December 15, 1970
	December 15, 1970(c)

	 	Series V Bonds and Series W Bonds
	 	June 15, 1971
	June 15, 1971(c)

	 	Series X Bonds and Subject
Properties
	 	November 15, 1971
	November 15, 1971(c)

	 	Series Y Bonds and Subject
Properties
	 	January 15, 1973
	January 15, 1973(c)

	 	Series Z Bonds and Subject
Properties
	 	May 1, 1974
	May 1, 1974

	 	Series AA Bonds and Subject
Properties
	 	October 1, 1974
	October 1, 1974

	 	Series BB Bonds and Subject
Properties
	 	January 15, 1975
	January 15, 1975

	 	Series CC Bonds and Subject
Properties
	 	November 1, 1975
	November 1, 1975

	 	Series DDP Nos. 1-9 Bonds and
Subject Properties
	 	December 15, 1975
	December 15, 1975

	 	Series EE Bonds and Subject
Properties
	 	February 1, 1976
	February 1, 1976

	 	Series FFR Nos. 1-13 Bonds
	 	June 15, 1976
	June 15, 1976

	 	Series GGP Nos. 1-7 Bonds and
Subject Properties
	 	July 15, 1976
	July 15, 1976

	 	Series HH Bonds and Subject
Properties
	 	February 15, 1977
	February 15, 1977

	 	Series MMP Bonds and Subject
Properties
	 	March 1, 1977
	March 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, 1977
	June 15, 1977

	 	Series FFR No. 14 Bonds and
Subject Properties
	 	July 1, 1977
	July 1, 1977

	 	Series NNP Nos. 1-7 Bonds and
Subject Properties
	 	October 1, 1977
	October 1, 1977

	 	Series GGP Nos. 8-22 Bonds and
Series OOP Nos. 1-17 Bonds and
Subject Properties
	 	June 1, 1978
	June 1, 1978

	 	Series PP Bonds, Series QQP Nos.
1-9 Bonds and Subject Properties
	 	October 15, 1978
	October 15, 1978

	 	Series RR Bonds and Subject
Properties
	 	March 15, 1979
	March 15, 1979

	 	Series SS Bonds and Subject
Properties
	 	July 1, 1979






21









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	July 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, 1979
	September 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, 1979
	September 15, 1979

	 	Series UU Bonds
	 	January 1, 1980
	January 1, 1980

	 	1980 Series A Bonds and Subject
Properties
	 	April 1, 1980
	April 1, 1980

	 	1980 Series B Bonds
	 	August 15, 1980
	August 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, 1981
	August 1, 1981

	 	1980 Series CP Nos. 13-25 Bonds
and Subject Properties
	 	November 1, 1981
	November 1, 1981

	 	1981 Series AP Nos. 1-12 Bonds
	 	June 30, 1982
	June 30, 1982

	 	Article XIV Reconfirmation
	 	August 15, 1982
	August 15, 1982

	 	1981 Series AP Nos. 13-14 Bonds
and Subject Properties
	 	June 1, 1983
	June 1, 1983

	 	1981 Series AP Nos. 15-16 Bonds
and Subject Properties
	 	October 1, 1984
	October 1, 1984

	 	1984 Series AP Bonds and 1984
Series BP Bonds and Subject
Properties
	 	May 1, 1985
	May 1, 1985

	 	1985 Series A Bonds
	 	May 15, 1985
	May 15, 1985

	 	1985 Series B Bonds and Subject
Properties
	 	October 15, 1985
	October 15, 1985

	 	Series KKP No. 9 Bonds and
Subject Properties
	 	April 1, 1986
	April 1, 1986

	 	1986 Series A Bonds and Subject
Properties
	 	August 15, 1986
	August 15, 1986

	 	1986 Series B Bonds and Subject
Properties
	 	November 30, 1986
	November 30, 1986

	 	1986 Series C Bonds
	 	January 31, 1987
	January 31, 1987

	 	1987 Series A Bonds
	 	April 1, 1987
	April 1, 1987

	 	1987 Series B Bonds and 1987
Series C Bonds
	 	August 15, 1987
	August 15, 1987

	 	1987 Series D Bonds, 1987 Series
E Bonds and Subject Properties
	 	November 30, 1987
	November 30, 1987

	 	1987 Series F Bonds
	 	June 15, 1989






22









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	June 15, 1989

	 	1989 Series A Bonds
	 	July 15, 1989
	July 15, 1989

	 	Series KKP No. 10 Bonds
	 	December 1, 1989
	December 1, 1989

	 	Series KKP No. 11 Bonds and 1989
Series BP Bonds
	 	February 15, 1990
	February 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, 1990
	November 1, 1990

	 	Series KKP No. 12 Bonds
	 	April 1, 1991
	April 1, 1991

	 	1991 Series AP Bonds
	 	May 1, 1991
	May 1, 1991

	 	1991 Series BP Bonds and 1991
Series CP Bonds
	 	May 15, 1991
	May 15, 1991

	 	1991 Series DP Bonds
	 	September 1, 1991
	September 1, 1991

	 	1991 Series EP Bonds
	 	November 1, 1991
	November 1, 1991

	 	1991 Series FP Bonds
	 	January 15, 1992
	January 15, 1992

	 	1992 Series BP Bonds
	 	February 29, 1992 and April 15,
1992
	February 29, 1992

	 	1992 Series AP Bonds
	 	April 15, 1992
	April 15, 1992

	 	Series KKP No. 13 Bonds
	 	July 15, 1992
	July 15, 1992

	 	1992 Series CP Bonds
	 	November 30, 1992
	July 31, 1992

	 	1992 Series D Bonds
	 	November 30, 1992
	November 30, 1992

	 	1992 Series E Bonds and 1993
Series B Bonds
	 	March 15, 1993
	December 15, 1992

	 	Series KKP No. 14 Bonds and 1989
Series BP No. 2 Bonds
	 	March 15, 1993
	January 1, 1993

	 	1993 Series C Bonds
	 	April 1, 1993
	March 1, 1993

	 	1993 Series E Bonds
	 	June 30, 1993
	March 15, 1993

	 	1993 Series D Bonds
	 	September 15, 1993
	April 1, 1993

	 	1993 Series FP Bonds and 1993
Series IP Bonds
	 	September 15, 1993
	April 26, 1993

	 	1993 Series G Bonds and Amendment
of Article II, Section 5
	 	September 15, 1993
	May 31, 1993

	 	1993 Series J Bonds
	 	September 15, 1993
	June 30, 1993

	 	1993 Series AP Bonds
	 	     (d)
	June 30, 1993

	 	1993 Series H Bonds
	 	     (d)
	September 15, 1993

	 	1993 Series K Bonds
	 	March 1, 1994
	March 1, 1994

	 	1994 Series AP Bonds
	 	June 15, 1994
	June 15, 1994

	 	1994 Series BP Bonds
	 	December 1, 1994
	August 15, 1994

	 	1994 Series C Bonds
	 	December 1, 1994
	December 1, 1994

	 	Series KKP No. 15 Bonds and 1994
Series DP Bonds
	 	August 1, 1995
	August 1, 1995

	 	1995 Series AP Bonds and 1995
Series BP Bonds
	 	August 1, 1999






23









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	August 1, 1999

	 	1999 Series AP Bonds, 1999 Series
BP Bonds and 1999 Series CP Bonds
	 	     (d)
	August 15, 1999

	 	1999 Series D Bonds
	 	     (d)
	January 1, 2000

	 	2000 Series A Bonds
	 	     (d)
	April 15, 2000

	 	Appointment of Successor Trustee
	 	     (d)
	August 1, 2000

	 	2000 Series BP Bonds
	 	     (d)
	March 15, 2001

	 	2001 Series AP Bonds
	 	     (d)
	May 1, 2001

	 	2001 Series BP Bonds
	 	     (d)
	August 15, 2001

	 	2001 Series CP Bonds
	 	     (d)
	September 15, 2001

	 	2001 Series D Bonds and 2001
Series E Bonds
	 	     (d)
	September 17, 2002

	 	Amendment of Article XIII,
Section 3 and Appointment of
Successor Trustee
	 	     (d)
	October 15, 2002

	 	2002 Series A Bonds and 2002
Series B Bonds
	 	     (d)
	December 1, 2002

	 	2002 Series C Bonds and 2002
Series D Bonds
	 	     (d)
	August 1, 2003

	 	2003 Series A Bonds
	 	     (d)
	March 15, 2004

	 	2004 Series A Bonds and 2004
Series B Bonds
	 	     (d)
	July 1, 2004

	 	2004 Series D Bonds
	 	     (d)
	February 1, 2005

	 	2005 Series A Bonds and 2005
Series B Bonds
	 	May 15, 2006
	April 1, 2005

	 	2005 Series AR Bonds and 2005
Series BR Bonds
	 	May 15, 2006
	August 1, 2005

	 	2005 Series DT Bonds
	 	May 15, 2006
	September 15, 2005

	 	2005 Series C Bonds
	 	May 15, 2006
	September 30, 2005

	 	2005 Series E Bonds
	 	May 15, 2006
	May 15, 2006

	 	2006 Series A Bonds
	 	December 1, 2006
	December 1, 2006

	 	2006 Series CT Bonds
	 	December 1, 2007
	December 1, 2007

	 	2007 Series A Bonds
	 	April 1, 2008
	April 1, 2008

	 	2008 Series DT Bonds
	 	May 1, 2008
	May 1, 2008

	 	2008 Series ET Bonds
	 	July 1, 2008
	June 1, 2008

	 	2008 Series G Bonds
	 	October 1, 2008
	July 1, 2008

	 	2008 Series KT Bonds
	 	October 1, 2008
	October 1, 2008

	 	2008 Series J Bonds
	 	December 1, 2008








 




			
	(a)	 	See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission
filing and recordation information.
	 
	(b)	 	See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan
filing information.
	 
	(c)	 	See Supplemental Indenture dated as of May 1, 1974 for County of Genesee, Michigan
recording and filing information.
	 
	(d)	 	Recording and filing information for this Supplemental Indenture has not been set forth
in a subsequent Supplemental Indenture.




24









 










	 	 	 
	RECORDING AND FILING OF SUPPLEMENTAL
INDENTURE DATED AS OF DECEMBER 1,
2008.

	 	Further, pursuant to the terms and
provisions of the Original
Indenture, a Supplemental Indenture
dated as of December 1, 2008
providing for the terms of bonds to
be issued thereunder of 2008 Series
LT 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 January
13, 2009 (Filing No. 2009006570-3),
has been filed and recorded in the
Office of the Surface Transportation
Board on December 17, 2008
(Recordation No. 5485-VVVVV), 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.	 	Page
	Genesee
	 	 	12/22/08	 	 	 	200812220082777	 	 	 	N/A	 
	Huron
	 	 	12/22/08	 	 	 	1265	 	 	 	648	 
	Ingham
	 	 	12/17/08	 	 	 	3328	 	 	 	163	 
	Lapeer
	 	 	12/17/08	 	 	 	2362	 	 	 	38	 
	Lenawee
	 	 	12/18/08	 	 	 	2375	 	 	 	786	 
	Livingston
	 	 	12/17/08	 	 	 	2008R-034227	 	 	 	N/A	 
	Macomb
	 	 	12/18/08	 	 	 	19594	 	 	 	634	 
	Mason
	 	 	12/17/08	 	 	 	2008R06704	 	 	 	N/A	 
	Monroe
	 	 	12/17/08	 	 	 	2008R22506	 	 	 	N/A	 
	Oakland
	 	 	12/22/08	 	 	 	40780	 	 	 	665	 
	St. Clair
	 	 	12/17/08	 	 	 	3899	 	 	 	603	 
	Sanilac
	 	 	12/18/08	 	 	 	1052	 	 	 	637	 
	Tuscola
	 	 	12/22/08	 	 	 	1163	 	 	 	1282	 
	Washtenaw
	 	 	12/17/08	 	 	 	4710	 	 	 	445	 
	Wayne
	 	 	12/17/08	 	 	 	47635	 	 	 	37	 






25









 






	 	 	 
	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.
	 
	 	 
	 

	 	PART III.
	 
	 	 
	 

	 	THE TRUSTEE.
	 
	 	 
	TERMS AND
CONDITIONS OF
ACCEPTANCE OF
TRUST BY
TRUSTEE.

	 	The Trustee hereby accepts the trust hereby declared and
provided, and agrees to perform the same upon the terms and
conditions in the Original Indenture, as amended to date and
as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following
terms and conditions:
	 
	 	 
	 

	 	The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof
by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the
Company solely.






26









 






	 	 	 
	 

	 	PART IV.
	 
	 	 
	 

	 	MISCELLANEOUS.
	 
	 	 
	CONFIRMATION
OF SECTION 318(c)
OF TRUST
INDENTURE ACT.

	 	Except to the extent specifically provided therein, no
provision of this Supplemental Indenture or any future
supplemental indenture is intended to modify, and the
parties do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act which amend
and supersede provisions of the Indenture in effect
prior to November 15, 1990.
	 
	 	 
	EXECUTION IN
COUNTERPARTS.

	 	THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH
WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT
SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND
THE SAME INSTRUMENT.
	 
	 	 
	TESTIMONIUM.

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






27









 






	 	 	 
	EXECUTION BY

	 	THE DETROIT EDISON COMPANY
	COMPANY.
	 	 
	 
	 	 
	 

	 	By:/s/Edward Solomon
	 

	 	 

	(Corporate Seal)

	 	Name: Edward Solomon
	 

	 	Title: Assistant Treasurer






	 	 	 	 	 
	 

	 	Attest:	 	 
	 
	 	 	 	 
	 

	 	By: /s/Sandra Kay Ennis
 

Name: Sandra Kay Ennis
	 	 
	 

	 	Title: Corporate Secretary	 	 
	 
	 	 	 	 
	 

	 	Signed, sealed and delivered by	 	 
	 

	 	THE DETROIT EDISON COMPANY	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	 

	 	/s/Anthony G. Morrow	 	 
	 

	 	 	 	 
	 

	 	Name: Anthony G. Morrow	 	 
	 
	 	 	 	 
	 

	 	/s/Daniel T. Richards	 	 
	 

	 	 	 	 
	 

	 	Name: Daniel T. Richards	 	 






28









 






	 	 	 
	 

	 	STATE OF MICHIGAN       )
	 

	 	                                                 ) SS
	 

	 	COUNTY OF WAYNE        )
	 
	 	 
	ACKNOWLEDG-
MENT OF
EXECUTION BY
COMPANY.

	 	On this 27th day of March, 2009, 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 Edward Solomon, 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 Edward Solomon acknowledged said instrument to
be the free act and deed of said corporation.
	 
	 	 
	(Notarial Seal)

	 	/s/Stephanie V. Washio
	 

	 	 

	 

	 	Stephanie V. Washio
	 

	 	Notary Public, Wayne County, MI
	 

	 	Acting in Wayne
	 

	 	My Commission Expires: May 18, 2012






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	EXECUTION BY

	 	THE BANK OF NEW YORK MELLON TRUST
	TRUSTEE.

	 	COMPANY, N.A.
	 
	 	 
	 

	 	By:/s/Alexis M. Johnson
	 

	 	 

	(Corporate Seal)

	 	Name: Alexis M. Johnson
	 

	 	Title: Assistant Vice President






	 	 	 
	 

	 	Attest:
	 
	 	 
	 

	 	By:/s/J. Michael Banas
	 

	 	
 

	 

	 	Name: J. Michael Banas
	 

	 	Title: Vice President
	 
	 	 
	 

	 	Signed, sealed and delivered by
	 

	 	THE BANK OF NEW YORK MELLON
	 

	 	TRUST COMPANY, N.A.
	 

	 	in the presence of
	 
	 	 
	 

	 	/s/John Dermody
	 

	 	
 

	 

	 	Name: John Dermody
	 
	 	 
	 

	 	/s/Kathleen Hier
	 

	 	
 

	 

	 	Name: Kathleen Hier






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	 	STATE OF MICHIGAN           )

                                                     ) SS

COUNTY OF WAYNE             )
	 
	 	 
	ACKNOWLEDG-
MENT OF
EXECUTION BY
TRUSTEE.

	 	On this 31st day of March, 2009, before me, the
subscriber, a Notary Public within and for the County of
Macomb, 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 Assistant Vice President of THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., one of the corporations
described in and which executed the foregoing
instrument; that 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/Shirley A. Markulin
	 

	 	  

	 

	 	Shirley A. Markulin
	 

	 	Notary Public, Macomb County, Michigan
	 

	 	Acting in Wayne County
	 

	 	My Commission Expires January 14, 2012






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	 	STATE OF MICHIGAN       )

                                                 ) SS

COUNTY OF WAYNE         )
	 
	 	 
	AFFIDAVIT AS TO
CONSIDERATION
AND GOOD FAITH.

	 	Edward Solomon, 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/Edward Solomon
	 

	 	 
	 

	 	Name: Edward Solomon
	 

	 	Title: Assistant Treasurer
	 

	 	The Detroit Edison Company
	 
	 	 
	 

	 	Sworn to before me this 27th day of
	 

	 	March, 2009
	 
	 	 
	(Notarial Seal)

	 	/s/Stephanie V. Washio
	 

	 	 
	 

	 	Stephanie V. Washio
	 

	 	Notary Public, Wayne County, MI
	 

	 	Acting in Wayne
	 

	 	My Commission Expires: May 18, 2012






32









 






This instrument was drafted by:

Daniel T. Richards, Esq.

One Energy Plaza

688 WCB

Detroit, Michigan 48226




When recorded return to:

Stephanie V. Washio

One Energy Plaza

688 WCB

Detroit, Michigan 48226





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