EX-4.261






EXHIBIT 4-261




INDENTURE




DATED AS OF DECEMBER 1, 2008

 






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,

2008 SERIES LT




AND




(B) RECORDING AND FILING DATA














 





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 2008 Series LT
	 	 	10	 
	Further Assurance
	 	 	10	 
	Authorization of Supplemental Indenture
	 	 	11	 
	Consideration for Supplemental Indenture
	 	 	11	 
	PART I. CREATION OF THREE HUNDRED FIFTY-FOURTH SERIES OF BONDS, GENERAL AND
REFUNDING MORTGAGE BONDS, 2008 SERIES LT
	 	 	11	 
	Sec. 1. Terms of Bonds of 2008 Series LT
	 	 	11	 
	Sec. 2. Release
	 	 	14	 
	Sec. 3. Redemption of Bonds of 2008 Series LT
	 	 	14	 
	Sec. 4. Redemption of Bonds of 2008 Series LT 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 2008 Series LT
	 	 	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 October 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 1st day of
December, in the year 2008, between THE DETROIT EDISON
COMPANY, a corporation organized and existing under the
laws of the State of Michigan and a public utility
(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, and October 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
agreements in respect thereof, in the Indenture provided
and permitted, as the






3









 






	 	 	 
	 

	 	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 thirty-one million three hundred
fifty-two thousand dollars ($13,231,352,000) 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,
	 
	 	 	 	 
	(32-45)

	 	Bonds of Series FFR Nos. 1-14
	 	— Principal Amount $45,600,000,






4









 






	 	 	 	 	 
	(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,
	 
	 	 	 	 
	(260)

	 	Bonds of 1987 Series E
	 	— Principal Amount $150,000,000,
	 
	 	 	 	 





5









 






	 	 	 	 	 
	(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,
	 
	 	 	 	 
	(287)

	 	Bonds of 1993 Series H
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 





6









 






	 	 	 	 	 
	(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
redemption and funds necessary to effect the payment, redemption and






7









 






	 	 	 
	 

	 	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;
	 
	 	 
	(348)

	 	Bonds of 2007 Series A in the principal amount of Fifty million dollars







9









 






	 	 	 
	

	 	($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; and
	 
	 	 
	(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;
	 
	 	 
	 

	 	accordingly, the Company has issued and has presently outstanding Four billion
fifty-nine million eight hundred seventy-seven thousand dollars
($4,059,877,000) 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 December
1, 2008 between the Company and the Michigan Strategic
Fund relating to the Michigan Strategic Fund Limited
Obligation Revenue Bonds (The Detroit Edison Company
Exempt Facilities Project), Collateralized Series 2008LT
(the “Strategic Fund Bonds”) being issued under the Trust
Indenture dated as of December 1, 2008 (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
2008 SERIES LT.

	 	WHEREAS, for such purpose the Company desires by this
Supplemental Indenture to create a new series of bonds,
to be designated “General and Refunding Mortgage Bonds,
2008 Series LT,” in the aggregate principal amount of
Fifty million dollars ($50,000,000), 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 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







10











 





	 	 	 
	 

	 	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-FOURTH

SERIES OF BONDS,

GENERAL AND REFUNDING MORTGAGE BONDS,

2008 SERIES LT




	 	 	 
	TERMS OF BONDS OF
2008 SERIES LT.

	 	SECTION 1. The Company hereby creates the three hundred
fifty-fourth series of bonds to be issued under and
secured by the Original Indenture as amended to date and
as further amended by this Supplemental Indenture, to be
designated, and to be distinguished from the bonds of
all other series, by the title “General and Refunding
Mortgage Bonds, 2008 Series LT” (elsewhere herein
referred to as the “bonds of 2008 Series LT”). The
aggregate principal amount of bonds of 2008 Series LT
shall be limited to Fifty million dollars ($50,000,000),
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 2008 Series LT 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 2008 Series
LT 6.75% Senior Notes due 2038 (for purposes of this
Part I, the “Notes”).
	 
	 	 
	 

	 	The bonds of 2008 Series LT shall be issued as
registered bonds without coupons in denominations of a
multiple of $5,000. The bonds of 2008 Series






11









 






	 	 	 
	 

	 	LT shall be issued in the aggregate principal amount of $50,000,000, shall
mature on December 1, 2038 (subject to earlier redemption or release) and shall
bear interest at the rate of 6.75% per annum, payable semi-annually in arrears
on June 1 and December 1 of each year (commencing June 1, 2009), until the
principal thereof shall have become due and payable and thereafter until the
Company’s obligation with respect to the payment of said principal shall have
been discharged as provided in the Indenture.
	 
	 	 
	 

	 	The bonds of 2008 Series LT shall be payable as to principal, premium, if any,
and interest as provided in the Indenture, but only to the extent and in the
manner herein provided. The bonds of 2008 Series LT shall be payable, as to
principal, premium, if any, and interest, at the office or agency of the
Company in the Borough of Manhattan, the City and State of New York, in any
coin or currency of the United States of America which at the time of payment
is legal tender for public and private debts.
	 
	 	 
	 

	 	Except as provided herein, each bond of 2008 Series LT 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 2008 Series LT, 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 December 17, 2008.
	 
	 	 
	 

	 	The bonds of 2008 Series LT in definitive form shall be, at the election of the
Company, fully engraved or shall be lithographed or printed in authorized
denominations as aforesaid and numbered R-1 and upwards (with such further
designation as may be appropriate and desirable to indicate by such designation
the form, series and denomination of bonds of 2008 Series LT). Until bonds of
2008 Series LT in definitive form are ready for delivery, the Company may
execute, and upon its request in writing the Trustee shall authenticate and
deliver in lieu thereof, bonds of 2008 Series LT in temporary form, as provided
in Section 10 of Article II of the Indenture. Temporary bonds of 2008 Series
LT, if any, may be printed and may be issued in authorized denominations in
substantially the form of definitive bonds of 2008 Series LT, but without a
recital of redemption prices and with such omissions, insertions and variations
as may be appropriate for temporary bonds, all as may be determined by the
Company.
	 
	 

	 	Interest on any bond of 2008 Series LT 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 2008
Series LT, such defaulted interest shall forthwith cease to be payable to the
registered holder of that bond on the relevant regular record date by virtue of
his having been such holder, and such defaulted interest may be paid to the
registered holder of that bond (or any bond or bonds of 2008 Series LT 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






12









 






	 	 	 
	 

	 	any bond or bonds of 2008 Series LT issued upon transfer or exchange thereof)
is registered on a subsequent record date established by notice given by mail
by or on behalf of the Company to the holders of bonds of 2008 Series LT not
less than ten (10) days preceding such subsequent record date, which subsequent
record date shall be at least five (5) days prior to the payment date of such
defaulted interest.
	 
	 	 
	 

	 	Bonds of 2008 Series LT shall not be assignable or transferable except as may
be set forth under Section 405 of the Note Indenture or in the supplemental
note indenture relating to the Notes, or, subject to compliance with applicable
law, as may be involved in the course of the exercise of rights and remedies
consequent upon an Event of Default under the Note Indenture. Any such
transfer shall be made upon surrender thereof for cancellation at the office or
agency of the Company in the Borough of Manhattan, the City and State of New
York, together with a written instrument of transfer (if so required by the
Company or by the Trustee) in form approved by the Company duly executed by the
holder or by its duly authorized attorney. Bonds of 2008 Series LT shall in
the same manner be exchangeable for a like aggregate principal amount of bonds
of 2008 Series LT upon the terms and conditions specified herein and in Section
7 of Article II of the Indenture. The Company waives its rights under Section
7 of Article II of the Indenture not to make exchanges or transfers of bonds of
2008 Series LT during any period of ten (10) days next preceding any redemption
date for such bonds.
	 
	 	 
	 

	 	Bonds of 2008 Series LT, in definitive and temporary form, may bear such
legends as may be necessary to comply with any law or with any rules or
regulations made pursuant thereto or as may be specified in the Note Indenture.
	 
	 	 
	 

	 	Upon payment of the principal or premium, if any, or interest on the Notes,
whether at maturity or prior to maturity by redemption or otherwise, or upon
provision for the payment thereof having been made in accordance with Article V
of the Note Indenture, bonds of 2008 Series LT 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 2008
Series LT, 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-Eighth Supplemental Indenture to the Note
Indenture dated December 1, 2008, 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
2008 Series LT and cancellation thereof.






13









 






	 	 	 
	 

	 	Any amount payable by the Company in
respect of principal of bonds of
2008 Series LT, 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 2008 Series
LT shall be deemed fully paid,
satisfied and discharged and the
obligation of the Company thereunder
shall be terminated. On the Release
Date, the bonds of 2008 Series LT
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 2008 Series LT to be less
than the then-outstanding principal
amount of the Notes.
	 
	 	 
	REDEMPTION OF BONDS OF 2008 SERIES
LT.

	 	SECTION 3. Bonds of 2008 Series LT
shall be redeemed on the respective
dates and in the respective
principal amounts which correspond
to the redemption dates for, and the
principal amounts to be redeemed of,
the Notes.
	 
	 	 
	 

	 	In the event the Company elects to
redeem any Notes prior to maturity
in accordance with the provisions of
the Note Indenture, the Company
shall give the Trustee notice of
redemption of bonds of 2008 Series
LT on the same date as it gives
notice of redemption of Notes to the
Note Indenture Trustee.
	 
	 	 
	REDEMPTION OF BONDS OF 2008
SERIES LT 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
 2008 Series LT 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 2008
Series LT 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 2008 Series LT.
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 






14









 






	 	 	 
	 

	 	Redemption Demand or (y) the
maturity date of such bonds first occurring
following the 20th day after the receipt by
the Trustee of the Redemption Demand; provided, however, that
if the Trustee shall not have received such
notice fixing the Demand Redemption Date on
or before the 10th day preceding the
earlier of such dates, the Demand
Redemption Date shall be deemed to be the
earlier of such dates. The Trustee shall
mail notice of the Demand Redemption Date
(such notice being hereinafter called the
“Demand Redemption Notice”) to the Note
Indenture Trustee not more than ten (10)
nor less than five (5) days prior to the
Demand Redemption Date.
	 
	 	 
	 

	 	Each bond of 2008 Series LT 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
2008 SERIES LT.

	 	SECTION 5. The bonds of 2008 Series LT and
the form of Trustee’s Certificate to be
endorsed on such bonds shall be
substantially in the following forms,
respectively:






THE DETROIT EDISON COMPANY

GENERAL AND REFUNDING MORTGAGE BOND

2008 SERIES LT




	 	 	 
	 

	 	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
December 1, 2008, between The Detroit
Edison Company and The Bank of New York
Mellon Trust Company, N.A., as Note
Indenture Trustee, or, subject to
compliance with applicable law, as may be
involved in the course of the exercise of
rights and remedies consequent upon an
Event of Default under said Indenture.
	 
	 	 





	 	 	 
	$                    

	 	No. R-                    
	 
	 	 





	 	 	 
	 

	 	THE DETROIT EDISON COMPANY (hereinafter called the “Company”), a corporation of
the State of Michigan, for value received, hereby promises to pay to The Bank
of New York Mellon Trust Company, N.A., as Note Indenture Trustee, or
registered assigns, at the Company’s office or agency in






15









 






	 	 	 
	 

	 	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, 2038 (subject to earlier redemption or
release) and interest thereon at the rate of 6.75% per annum, in like lawful
money, from December 17, 2008, and after the first payment of interest on bonds
of this Series has been made or otherwise provided for, from the most recent
date to which interest has been paid or otherwise provided for, 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 December 1, 2008 (hereinafter called the “Note
Indenture”), between the Company and The Bank of New York Mellon Trust Company,
N.A., as successor trustee (hereinafter called the “Note Indenture Trustee”),
the Company has issued its 2008 Series LT 6.75% Senior Notes due 2038 (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 December 1, 2008 between the Company and the Michigan
Strategic Fund relating to the Michigan Strategic Fund Limited Obligation
Revenue Bonds (The Detroit Edison Company Exempt Facilities Project),
Collateralized Series 2008LT (the “Strategic Fund Bonds”) being issued under
the Trust Indenture dated as of December 1, 2008 (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 2008 Series LT, limited to an aggregate
principal amount of $50,000,000, 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 December 1, 2008) reference is hereby made for a description of the
properties and franchises mortgaged and conveyed, the nature and extent of the
security, the terms and conditions upon which the bonds are issued and under
which additional bonds may be issued, and the rights of the holders of the
bonds and of the Trustee in respect of such security (which Indenture and all
indentures supplemental thereto, including






16









 






	 	 	 
	 

	 	the Supplemental Indenture dated as of December 1, 2008, are hereinafter
collectively called the “Indenture”). As provided in the Indenture, said bonds
may be for various principal sums and are issuable in series, which may mature
at different times, may bear interest at different rates and may otherwise vary
as in said Indenture provided. With the consent of the Company and to the
extent permitted by and as provided in the Indenture, the rights and
obligations of the Company and of the holders of the bonds and the terms and
provisions of the Indenture, or of any indenture supplemental thereto, may be
modified or altered in certain respects by affirmative vote of at least
eighty-five percent (85%) in amount of the bonds then outstanding, and, if the
rights of one or more, but less than all, series of bonds then outstanding are
to be affected by the action proposed to be taken, then also by affirmative
vote of at least eighty-five percent (85%) in amount of the series of bonds so
to be affected (excluding in every instance bonds disqualified from voting by
reason of the Company’s interest therein as specified in the Indenture);
provided, however, that, without the consent of the holder hereof, no such
modification or alteration shall, among other things, affect the terms of
payment of the principal of or the interest on this bond, which in those
respects is unconditional.
	 
	 	 
	 

	 	This bond is redeemable prior to the Release Date upon the terms and conditions
set forth in the Indenture, including provision for redemption upon demand of
the Note Indenture Trustee following the occurrence of an Event of Default
under the Note Indenture and the acceleration of the principal of the Notes 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 2008 Series LT (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 2008
Series LT, 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 2008
Series LT, 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 to the
redemption of an equal principal amount of Strategic Fund Bonds in






17









 






	 	 	 
	 

	 	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 2008 Series LT in a principal amount
equal to the principal amount of such Notes, and having both a corresponding
maturity date and interest rate shall, to the extent of such payment of
principal, premium or interest, be deemed fully paid and the obligation of the
Company thereunder to make such payment shall forthwith cease and be
discharged, and, in the case of the payment of principal and premium, if any,
such bonds of said series shall be surrendered for cancellation or presented
for appropriate notation to the Trustee.
	 
	 	 
	 

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

	 	From and after the Release Date (as defined in the Note Indenture), the bonds
of 2008 Series LT shall be deemed fully paid, satisfied and discharged and the
obligation of the Company thereunder shall be terminated. On the Release Date,
the bonds of 2008 Series LT 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 2008 Series LT 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






18









 






	 	 	 
	 

	 	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 the office of the Register of Deeds of Genesee County, Michigan as
set forth in







19











 





	 	 	 
	 

	 	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








 




			
	(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 OCTOBER 1,
2008.

	 	Further, pursuant to the terms and
provisions of the Original
Indenture, a Supplemental Indenture
dated as of October 1, 2008
providing for the terms of bonds to
be issued thereunder of 2008 Series
J 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 October
10, 2008 (Filing No. 2008156827-7),
has been filed and recorded in the
Office of the Surface Transportation
Board on October 10, 2008
(Recordation No. 5485-UUUUU), 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

	 	10/13/08
	 	 	200810130070747	 	 	 	N/A	 
	Huron

	 	10/10/08
	 	 	1259	 	 	 	780	 
	Ingham

	 	10/10/08
	 	 	3322	 	 	 	159	 
	Lapeer

	 	10/10/08
	 	 	2353	 	 	 	465	 
	Lenawee

	 	10/10/08
	 	 	2372	 	 	 	892	 
	Livingston

	 	10/10/08
	 	 	2008R-028988	 	 	 	N/A	 
	Macomb

	 	10/10/08
	 	 	19522	 	 	 	238	 
	Mason

	 	10/10/08
	 	 	2008R05522	 	 	 	N/A	 
	Monroe

	 	10/10/08
	 	 	2008R18852	 	 	 	N/A	 
	Oakland

	 	10/10/08
	 	 	40655	 	 	 	426	 
	St. Clair

	 	10/10/08
	 	 	3884	 	 	 	266	 
	Sanilac

	 	10/10/08
	 	 	1047	 	 	 	395	 
	Tuscola

	 	10/10/08
	 	 	1159	 	 	 	923	 
	Washtenaw

	 	10/10/08
	 	 	4702	 	 	 	383	 
	Wayne

	 	10/10/08
	 	 	47511	 	 	 	1098	 






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

COMPANY.




(Corporate Seal)







	 	 	 	 	 
	THE DETROIT EDISON COMPANY

 	 	 
	By:  	/s/ Edward Solomon
 	 	 
	 	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     )


	ACKNOWLEDGMENT OF EXECUTION
BY
COMPANY.

	 	On this 12th day of December 2008, 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 	 	 
	 









29









 







EXECUTION BY

TRUSTEE.




(Corporate Seal)







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

 	 	 
	By:  	/s/ J. Michael Banas
 	 	 
	 	Name:  	J. Michael Banas 	 	 
	 	Title:  	Vice President 	 	 
	 
	Attest:

 	 	 
	By:  	/s/ Alexis M. Johnson
 	 	 
	 	Name:  	Alexis M. Johnson 	 	 
	 	Title:  	Authorized Representative
 	 	 
	 
	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 	 	 
	 	 	 
	 









30









 





	 	 	 
	 

	 	STATE OF MICHIGAN    )

                           
               
) SS

COUNTY OF WAYNE     )


	ACKNOWLEDGMENT OF
EXECUTION BY TRUSTEE.

	 	On this 16th day of December 2008, 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 J. Michael Banas, to me
personally known, who, being by me duly
sworn, did say that his business office is
located at 719 Griswold Street, Suite 930,
Detroit, Michigan 48226, and he is a Vice
President of THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., one of the corporations
described in and which executed the foregoing
instrument; that he knows the corporate seal
of the said corporation and that the seal
affixed to said instrument is the corporate
seal of said corporation; and that said
instrument was signed and sealed in behalf of
said corporation by authority of its Board of
Directors and that he subscribed his name
thereto by like authority; and said J.
Michael Banas 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 	 	 
	 








31









 








	 	 	 
	 

	 	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 12th day of
December 2008 	  	 	 










(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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