exv4w257






Exhibit 4-257




INDENTURE




DATED AS OF JULY 1, 2008





 






THE DETROIT EDISON COMPANY

(2000 2nd Avenue, Detroit, Michigan 48226)




TO




J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

(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 KT




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 KT
	 	 	10	 
	Further Assurance
	 	 	10	 
	Authorization of Supplemental Indenture
	 	 	11	 
	Consideration for Supplemental Indenture
	 	 	11	 
	PART I. CREATION OF THREE HUNDRED FIFTY-SECOND SERIES OF BONDS, GENERAL AND
REFUNDING
 MORTGAGE BONDS, 2008 SERIES KT
	 	 	11	 
	Sec. 1. Terms of Bonds of 2008 Series KT
	 	 	11	 
	Sec. 2. Release
	 	 	14	 
	Sec. 3. Redemption of Bonds of 2008 Series KT
	 	 	14	 
	Sec. 4. Redemption of Bonds of 2008 Series KT 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 KT
	 	 	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 May 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 July,
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 J.P.
Morgan Trust Company, National Association, 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, and June 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 Twelve billion
nine hundred forty eight million nine hundred
seventy-seven thousand dollars ($12,948,977,000) 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,
	 
	 	 	 	 





4









 







	 	 	 	 	 
	 
	 	 	 	 
	(23-31)

	 	Bonds of Series DDP Nos. 1-9
	 	  — Principal Amount $14,305,000,
	 
	 	 	 	 
	(32-45)

	 	Bonds of Series FFR Nos. 1-14
	 	  — Principal Amount $45,600,000,
	 
	 	 	 	 
	(46-67)

	 	Bonds of Series GGP Nos. 1-22
	 	  — Principal Amount $42,300,000,
	 
	 	 	 	 
	(68)

	 	Bonds of Series HH
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 
	(69-90)

	 	Bonds of Series IIP Nos. 1-22
	 	  — Principal Amount $3,750,000,
	 
	 	 	 	 
	(91-98)

	 	Bonds of Series JJP Nos. 1-8
	 	  — Principal Amount $6,850,000,
	 
	 	 	 	 
	(99-107)

	 	Bonds of Series KKP Nos. 1-9
	 	  — Principal Amount $34,890,000,
	 
	 	 	 	 
	(108-122)

	 	Bonds of Series LLP Nos. 1-15
	 	  — Principal Amount $8,850,000,
	 
	 	 	 	 
	(123-143)

	 	Bonds of Series NNP Nos. 1-21
	 	  — Principal Amount $47,950,000,
	 
	 	 	 	 
	(144-161)

	 	Bonds of Series OOP Nos. 1-18
	 	  — Principal Amount $18,880,000,
	 
	 	 	 	 
	(162-180)

	 	Bonds of Series QQP Nos. 1-19
	 	  — Principal Amount $13,650,000,
	 
	 	 	 	 
	(181-195)

	 	Bonds of Series TTP Nos. 1-15
	 	  — Principal Amount $3,800,000,
	 
	 	 	 	 
	(196)

	 	Bonds of 1980 Series A
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 
	(197-221)

	 	Bonds of 1980 Series CP Nos. 1-25
	 	  — Principal Amount $35,000,000,
	 
	 	 	 	 
	(222-232)

	 	Bonds of 1980 Series DP Nos. 1-11
	 	 — Principal Amount $10,750,000,
	 
	 	 	 	 
	(233-248)

	 	Bonds of 1981 Series AP Nos. 1-16
	 	 — Principal Amount $124,000,000,
	 
	 	 	 	 
	(249)

	 	Bonds of 1985 Series A
	 	— Principal Amount $35,000,000,
	 
	 	 	 	 
	(250)

	 	Bonds of 1985 Series B
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 
	(251)

	 	Bonds of Series PP
	 	— Principal Amount $70,000,000,
	 
	 	 	 	 
	(252)

	 	Bonds of Series RR
	 	— Principal Amount $70,000,000,
	 
	 	 	 	 
	(253)

	 	Bonds of Series EE
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 
	(254-255)

	 	Bonds of Series MMP and MMP No. 2
	 	 — Principal Amount $5,430,000,
	 
	 	 	 	 
	(256)

	 	Bonds of Series T
	 	— Principal Amount $75,000,000,
	 
	 	 	 	 
	(257)

	 	Bonds of Series U
	 	— Principal Amount $75,000,000,
	 
	 	 	 	 
	(258)

	 	Bonds of 1986 Series B
	 	— Principal Amount $100,000,000,






5









 






	 	 	 	 	 
	(259)

	 	Bonds of 1987 Series D
	 	— Principal Amount $250,000,000,
	 
	 	 	 	 
	(260)

	 	Bonds of 1987 Series E
	 	— Principal Amount $150,000,000,
	 
	 	 	 	 
	(261)

	 	Bonds of 1987 Series C
	 	— Principal Amount $225,000,000,
	 
	 	 	 	 
	(262)

	 	Bonds of Series V
	 	— Principal Amount $100,000,000,
	 
	 	 	 	 
	(263)

	 	Bonds of Series SS
	 	— Principal Amount $150,000,000,
	 
	 	 	 	 
	(264)

	 	Bonds of 1980 Series B
	 	— Principal Amount $100,000,000,
	 
	 	 	 	 
	(265)

	 	Bonds of 1986 Series C
	 	— Principal Amount $200,000,000,
	 
	 	 	 	 
	(266)

	 	Bonds of 1986 Series A
	 	— Principal Amount $200,000,000,
	 
	 	 	 	 
	(267)

	 	Bonds of 1987 Series B
	 	— Principal Amount $175,000,000,
	 
	 	 	 	 
	(268)

	 	Bonds of Series X
	 	— Principal Amount $100,000,000,
	 
	 	 	 	 
	(269)

	 	Bonds of 1987 Series F
	 	— Principal Amount $200,000,000,
	 
	 	 	 	 
	(270)

	 	Bonds of 1987 Series A
	 	— Principal Amount $300,000,000,
	 
	 	 	 	 
	(271)

	 	Bonds of Series Y
	 	— Principal Amount $60,000,000,
	 
	 	 	 	 
	(272)

	 	Bonds of Series Z
	 	— Principal Amount $100,000,000,
	 
	 	 	 	 
	(273)

	 	Bonds of 1989 Series A
	 	— Principal Amount $300,000,000,
	 
	 	 	 	 
	(274)

	 	Bonds of 1984 Series AP
	 	— Principal Amount $2,400,000,
	 
	 	 	 	 
	(275)

	 	Bonds of 1984 Series BP
	 	— Principal Amount $7,750,000,
	 
	 	 	 	 
	(276)

	 	Bonds of Series R
	 	— Principal Amount $100,000,000,
	 
	 	 	 	 
	(277)

	 	Bonds of Series S
	 	— Principal Amount $150,000,000,
	 
	 	 	 	 
	(278)

	 	Bonds of 1993 Series D
	 	— Principal Amount $100,000,000,
	 
	 	 	 	 
	(279)

	 	Bonds of 1992 Series E
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 
	(280)

	 	Bonds of 1993 Series B
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 
	(281)

	 	Bonds of 1989 Series BP
	 	— Principal Amount $66,565,000,
	 
	 	 	 	 
	(282)

	 	Bonds of 1990 Series A
	 	— Principal Amount $194,649,000,
	 
	 	 	 	 
	(283)

	 	Bonds of 1990 Series D
	 	— Principal Amount $0,
	 
	 	 	 	 
	(284)

	 	Bonds of 1993 Series G
	 	— Principal Amount $225,000,000,






6









 






	 	 	 	 	 
	(285)

	 	Bonds of 1993 Series K
	 	— Principal Amount $160,000,000,
	 
	 	 	 	 
	(286)

	 	Bonds of 1991 Series EP
	 	— Principal Amount $41,480,000,
	 
	 	 	 	 
	(287)

	 	Bonds of 1993 Series H
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 
	(288)

	 	Bonds of 1999 Series D
	 	— Principal Amount $40,000,000,
	 
	 	 	 	 
	(289)

	 	Bonds of 1991 Series FP
	 	— Principal Amount $98,375,000,
	 
	 	 	 	 
	(290)

	 	Bonds of 1992 Series BP
	 	— Principal Amount $20,975,000,
	 
	 	 	 	 
	(291)

	 	Bonds of 1992 Series D
	 	— Principal Amount $300,000,000,
	 
	 	 	 	 
	(292)

	 	Bonds of 1992 Series CP
	 	— Principal Amount $35,000,000,
	 
	 	 	 	 
	(293)

	 	Bonds of 1993 Series C
	 	— Principal Amount $225,000,000,
	 
	 	 	 	 
	(294)

	 	Bonds of 1993 Series E
	 	— Principal Amount $400,000,000,
	 
	 	 	 	 
	(295)

	 	Bonds of 1993 Series J
	 	— Principal Amount $300,000,000,
	 
	 	 	 	 
	(296-301)

	 	Bonds of Series KKP Nos. 10-15
	 	  — Principal Amount $179,590,000,
	 
	 	 	 	 
	(302)

	 	Bonds of 1989 Series BP No. 2
	 	  — Principal Amount $36,000,000,
	 
	 	 	 	 
	(303)

	 	Bonds of 1993 Series FP
	 	— Principal Amount $5,685,000,
	 
	 	 	 	 
	(304)

	 	Bonds of 1993 Series IP
	 	— Principal Amount $5,825,000,
	 
	 	 	 	 
	(305)

	 	Bonds of 1994 Series AP
	 	— Principal Amount $7,535,000,
	 
	 	 	 	 
	(306)

	 	Bonds of 1994 Series BP
	 	— Principal Amount $12,935,000,
	 
	 	 	 	 
	(307)

	 	Bonds of 1994 Series DP
	 	— Principal Amount $23,700,000,
	 
	 	 	 	 
	(308)

	 	Bonds of 1994 Series C
	 	— Principal Amount $200,000,000,
	 
	 	 	 	 
	(309)

	 	Bonds of 2000 Series A
	 	— Principal Amount $220,000,000,
	 
	 	 	 	 
	(310)

	 	Bonds of 2005 Series A
	 	— Principal Amount $200,000,000,
	 
	 	 	 	 
	(311)

	 	Bonds of 1995 Series AP
	 	— Principal Amount $97,000,000,
	 
	 	 	 	 
	(312)

	 	Bonds of 1995 Series BP
	 	— Principal Amount $22,175,000,
	 
	 	 	 	 
	(313)

	 	Bonds of 2001 Series D
	 	— Principal Amount $200,000,000,
	 
	 	 	 	 
	(314)

	 	Bonds of 2005 Series B
	 	— Principal Amount $200,000,000,
	 
	 	 	 	 
	(315)

	 	Bonds of 2005 Series DT
	 	— Principal Amount $119,175,000, and
	 
	 	 	 	 
	(316)

	 	Bonds of 2006 Series CT
	 	— Principal Amount $68,500,000,;






7









 






	 	 	 
	 

	 	all of which have either been retired and cancelled, or no longer represent
obligations of the Company, having matured or having been called for
redemption and funds necessary to effect the payment, redemption and
retirement thereof having been deposited with the Trustee as a special trust
fund to be applied for such purpose;
	 
	 	 
	(317)

	 	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;
	 
	 	 
	(318)

	 	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;
	 
	 	 
	(319)

	 	INTENTIONALLY RESERVED FOR 1990 SERIES E;
	 
	 	 
	(320)

	 	INTENTIONALLY RESERVED FOR 1990 SERIES F;
	 
	 	 
	(321)

	 	Bonds of 1991 Series AP 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;
	 
	 	 
	(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






8









 






	 	 	 
	 

	 	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;
	 
	 	 
	(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;






9









 






	 	 	 
	(345)

	 	Bonds of 2005 Series C in the principal amount of One hundred million dollars
($100,000,000), all of which are outstanding at the date hereof;
	 
	 	 
	(346)

	 	Bonds of 2005 Series E in the principal amount of Two hundred fifty million
dollars ($250,000,000), all of which are outstanding at the date hereof;
	 
	 	 
	(347)

	 	Bonds of 2006 Series A in the principal amount of Two hundred fifty million
dollars ($250,000,000), all of which are outstanding at the date hereof;
	 
	 	 
	(348)

	 	Bonds of 2007 Series A in the principal amount of Fifty million dollars
($50,000,000), all of which are outstanding at the date hereof;
	 
	 	 
	(349)

	 	Bonds of 2008 Series DT in the principal amount of Sixty-eight million five
hundred thousand dollars ($68,500,000), all of which are outstanding at the
date hereof;
	 
	 	 
	(350)

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

	 	accordingly, the Company has issued and has presently outstanding Three
billion eight hundred nine million eight hundred seventy-seven thousand
dollars ($3,809,877,000) aggregate principal amount of its General and
Refunding Mortgage Bonds (the “Bonds”) at the date hereof.






	 	 	 
	REASON FOR CREATION OF NEW SERIES.

	 	WHEREAS, the Company intends to issue a series of Notes
under the Note Indenture herein referred to, and,
pursuant to the Note Indenture, in order to secure its
obligations under the Loan Agreement dated as of July 1,
2008 between the Company and the Michigan Strategic Fund
relating to the Michigan Strategic Fund Variable Rate
Limited Obligation Refunding Revenue Bonds (The Detroit
Edison Company Exempt Facilities Project), Series 2008KT
(the “Strategic Fund Bonds”) being issued under the Trust
Indenture dated as of July 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 KT.

	 	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 KT,” in the aggregate principal amount of
Thirty-two million three hundred seventy-five thousand
dollars ($32,375,000), 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-SECOND
	 

	 	SERIES OF BONDS,
	 

	 	GENERAL AND REFUNDING MORTGAGE BONDS,
	 

	 	2008 SERIES KT
	 
	 	 
	TERMS OF BONDS OF
2008 SERIES KT.

	 	SECTION 1. The Company hereby creates the three hundred fifty-second 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 KT” (elsewhere herein referred to as the
“bonds of 2008 Series KT”). The aggregate principal amount of bonds of 2008 Series
KT shall be limited to Thirty-two million three hundred seventy-five thousand
dollars ($32,375,000), 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 KT 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






11









 






	 	 	 
	 

	 	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 KT Variable Rate Senior Notes due 2020
(for purposes of this Part I, the “Notes”).
	 
	 	 
	 

	 	The bonds of 2008 Series KT shall be issued as registered bonds without coupons in
denominations of a multiple of $1,000. The bonds of 2008 Series KT shall be issued
in the aggregate principal amount of $32,375,000, shall mature on July 1, 2020
(subject to earlier redemption or release) and shall bear interest at the rate of
interest established for the Strategic Fund Bonds from time to time in accordance
with the Strategic Fund Indenture, payable on such dates as interest shall be
payable on the Strategic Fund Bonds, 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 KT 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 KT 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 KT 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 KT, 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
July 3, 2008.
	 
	 	 
	 

	 	The bonds of 2008 Series KT 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 KT). Until bonds of 2008
Series KT 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 KT in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 2008 Series KT, if any, may be
printed and may be issued in authorized denominations in substantially the form of
definitive bonds of 2008 Series KT, 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 KT that is payable on any interest payment date
and is punctually paid or duly provided for shall be paid to the person in whose
name that bond, or any previous bond to the extent evidencing the same debt as that
evidenced by that bond, is registered at the close of business on the






12









 






	 	 	 
	 

	 	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 KT, 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 KT issued upon transfer or exchange thereof) on the date of payment of
such defaulted interest or, at the election of the Company, to the person in whose
name that bond (or any bond or bonds of 2008 Series KT 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
KT 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 KT 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 KT shall in the same manner be exchangeable for a
like aggregate principal amount of bonds of 2008 Series KT 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 KT during any period of ten (10) days
next preceding any redemption date for such bonds.
	 
	 	 
	 

	 	Bonds of 2008 Series KT, 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 KT 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
KT, in lieu of defeasing such bonds in accordance with the Indenture, it shall
either redeem an equal principal amount of Strategic Fund Bonds or take






13









 






	 	 	 
	 

	 	such action
as shall be required by Article VIII of the Strategic Fund Indenture to defease an
equal principal amount of the Strategic Fund Bonds. Pursuant to Section 2.03(c) of
the Twenty-Sixth Supplemental Indenture to the Note Indenture dated July 1, 2008,
such redemption or defeasance 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 KT and
cancellation thereof.
	 
	 	 
	 

	 	Any amount payable by the Company in respect of principal of bonds of 2008 Series
KT, 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
or defeasance 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 or defeasance, 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 KT 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 KT 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
KT to be less than the then-outstanding principal amount of the Notes.
	 
	 	 
	REDEMPTION OF BONDS
OF 2008 SERIES KT.

	 	SECTION 3. Bonds of 2008 Series KT 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 KT on the same date as it gives notice of
redemption of Notes to the Note Indenture Trustee.
	 
	 	 
	REDEMPTION OF BONDS
OF 2008 SERIES KT
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 KT 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
KT 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 KT. The Trustee shall,






14









 






	 	 	 
	 

	 	within five (5) days
after receiving such Redemption Demand, mail a copy thereof to the Company marked to
indicate the date of its receipt by the Trustee. Promptly upon receipt by the
Company of such copy of a Redemption Demand, the Company shall fix a date on which
it will redeem the bonds of said series so demanded to be redeemed (hereinafter
called the “Demand Redemption Date”). Notice of the date fixed as the Demand
Redemption Date shall be mailed by the Company to the Trustee at least ten (10) days
prior to such Demand Redemption Date. The date to be fixed by the Company as and
for the Demand Redemption Date may be any date up to and including the earlier of
(x) the 60th day after receipt by the Trustee of the Redemption Demand or (y) the
maturity date of such bonds first occurring following the 20th day after the receipt
by the Trustee of the Redemption Demand; provided, however, that if the Trustee
shall not have received such notice fixing the Demand Redemption Date on or before
the 10th day preceding the earlier of such dates, the Demand Redemption Date shall
be deemed to be the earlier of such dates. The Trustee shall mail notice of the
Demand Redemption Date (such notice being hereinafter called the “Demand Redemption
Notice”) to the Note Indenture Trustee not more than ten (10) nor less than five (5)
days prior to the Demand Redemption Date.
	 
	 	 
	 

	 	Each bond of 2008 Series KT 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

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

	 	THE DETROIT EDISON COMPANY
	 

	 	GENERAL AND REFUNDING MORTGAGE BOND
	 

	 	2008 SERIES KT
	 
	 	 
	 

	 	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 July 1, 2008, between






15









 






	 	 	 
	 

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

	 	$                    
                    
                    
         
                    
                    
                                         No. R-___
	 
	 	 
	 

	 	THE DETROIT EDISON COMPANY (hereinafter called the “Company”), a corporation of the
State of Michigan, for value received, hereby promises to pay to The Bank of New
York Mellon Trust Company, N.A., as Note Indenture Trustee, or registered assigns,
at the Company’s office or agency in the Borough of Manhattan, the City and State of
New York, the principal sum of                      Dollars ($                    ) in
lawful money of the United States of America on July 1, 2020 (subject to earlier
redemption or release) and interest thereon at the rate of interest established for
the Strategic Fund Bonds from time to time in accordance with the Strategic Fund
Indenture, in like lawful money, from July 3, 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 July 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 KT Variable Rate Senior Notes due 2020 (the “Notes”). This
bond was originally issued to the Note Indenture Trustee so as to secure the payment
of the Notes. Payments of principal of, or premium, if any, or interest on, the
Notes shall constitute like payments on this bond as further provided herein and in
the supplemental indenture pursuant to which this bond has been issued.
	 
	 	 
	 

	 	The Notes were issued to secure the Company’s obligations under the Loan Agreement
dated as of July 1, 2008 between the Company and the Michigan Strategic Fund
relating to the Michigan Strategic Fund Variable Rate Limited Obligation Refunding
Revenue Bonds (The Detroit Edison Company Exempt Facilities Project), Series 2008KT
(the “Strategic Fund Bonds”) being issued under the Trust Indenture dated as of July
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 KT, limited to an aggregate principal amount of $32,375,000,
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,






16









 






	 	 	 
	 

	 	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 J.P. Morgan Trust Company, National Association, as successor Trustee, to
which Indenture and all indentures supplemental thereto (including the Supplemental
Indenture dated as of July 1, 2008) reference is hereby made for a description of
the properties and franchises mortgaged and conveyed, the nature and extent of the
security, the terms and conditions upon which the bonds are issued and under which
additional bonds may be issued, and the rights of the holders of the bonds and of
the Trustee in respect of such security (which Indenture and all indentures
supplemental thereto, including the Supplemental Indenture dated as of July 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 KT (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 KT, in lieu of defeasing such bonds in
accordance with the Indenture, the Company shall either redeem an equal principal
amount of






17









 






	 	 	 
	 

	 	Strategic Fund Bonds or take such action as shall be required by the
Strategic Fund Indenture to defease 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
KT, 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 or defeasance
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 2008 Series KT 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 KT 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 KT 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
KT to be less than the then-outstanding principal amount of the Notes.






18









 






	 	 	 
	 

	 	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 J.P. Morgan
Trust Company, National Association, 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.






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	J.P. MORGAN TRUST COMPANY,	 	 
	 	 	 	 	 	 	NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	     Authorized Representative	 	 






19









 






	 	 	 
	 

	 	PART II.
	 
	 

	 	RECORDING AND FILING DATA
	 
	 	 
	RECORDING AND FILING OF
ORIGINAL INDENTURE.

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

	 	The Original Indenture has been recorded
as a real estate mortgage and filed as a
chattel Mortgage in the offices of the
respective Registers of Deeds of certain
counties in the State of Michigan as set
forth in the Supplemental Indenture
dated as of September 1, 1947, has been
recorded as a real estate mortgage in
the office of the Register of Deeds of
Genesee County, Michigan as set forth in
the Supplemental Indenture dated as of
May 1, 1974, has been filed in the
Office of the Secretary of State of
Michigan on November 16, 1951 and has
been filed and recorded in the office of
the Interstate Commerce Commission on
December 8, 1969.
	 
	 	 
	RECORDING AND FILING OF
SUPPLEMENTAL INDENTURES.

	 	Pursuant to the terms and provisions of
the Original Indenture, indentures
supplemental thereto heretofore entered
into have been Recorded as a real estate
mortgage and/or filed as a chattel
mortgage or as a financing statement in
the offices of the respective Registers
of Deeds of certain counties in the
State of Michigan, the Office of the
Secretary of State of Michigan and the
Office of the Interstate Commerce
Commission or the Surface Transportation
Board, as set forth in supplemental
indentures as follows:






	 	 	 	 	 
	 	 	 	 	Recorded
and/or 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	 	September 1, 1947
	 
	 	Additional Provisions	 	 
	September 1, 1947(a)(b)(c)
	 	Series I Bonds, Subject	 	November 15, 1951
	 
	 	Properties and Additional Provisions	 	 
	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	 	January 15, 1953
	 
	 	Provisions and Subject Properties	 	 
	January 15, 1953(a)(b)
	 	Series L Bonds	 	May 1, 1953






20









 






	 	 	 	 	 
	 	 	 	 	Recorded
and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	 
	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	 	June 1, 1959
	 
	 	Provisions and Subject Properties	 	 
	June 1, 1959(a)(c)
	 	Series Q Bonds and Subject Properties	 	December 1, 1966
	December 1, 1966(a)(c)
	 	Series R Bonds, Additional	 	October 1, 1968
	 
	 	Provisions and Subject Properties	 	 
	October 1, 1968(a)(c)
	 	Series S Bonds and Subject Properties	 	December 1, 1969
	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






21









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	 
	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
	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






22









 






	 	 	 	 	 
	 	 	 	 	Recorded
and/or Filed
	 	 	 	 	as
Set Forth in
	Supplemental
Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated
as of	 	Indenture	 	Indenture
Dated as of
	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
	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 and April 15, 1992	 	February 29, 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






23









 






	 	 	 	 	 
	 	 	 	 	Recorded
and/or Filed
	 	 	 	 	as
Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	 
	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
	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	 	(d)

	 
	 	2004 Series B Bonds	 	 
	July 1, 2004
	 	2004 Series D Bonds	 	(d)

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






24









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	 
	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








 




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





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

	 	Further, pursuant to the terms and
provisions of the Original
Indenture, a Supplemental Indenture
dated as of May 1, 2008 providing
for the terms of bonds to be issued
thereunder of 2008 Series ET 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 May 29, 2008
(Filing No. 2008084434-7), has been
filed and recorded in the Office of
the Surface Transportation Board on
May 29, 2008 (Recordation No.
5485-RRRRR), 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

	 	5/29/08
	 	200805290042551
	 	N/A
	Huron

	 	5/30/08
	 	1245
	 	268
	Ingham

	 	5/29/08
	 	3308
	 	671
	Lapeer

	 	5/29/08
	 	2333
	 	196
	Lenawee

	 	5/29/08
	 	2366
	 	254
	Livingston

	 	5/29/08
	 	2008R-017529
	 	N/A
	Macomb

	 	5/30/08
	 	19356
	 	657
	Mason

	 	5/29/08
	 	2008R03162
	 	N/A
	Monroe

	 	5/29/08
	 	2008R11041
	 	N/A
	Oakland

	 	6/4/08
	 	40357
	 	348
	St. Clair

	 	5/29/08
	 	3849
	 	735
	Sanilac

	 	5/29/08
	 	1035
	 	273
	Tuscola

	 	5/29/08
	 	1150
	 	1083
	Washtenaw

	 	5/29/08
	 	4683
	 	794






25









 






	 	 	 	 	 	 	 
	 	 	 	 	Liber/	 	 
	County	 	Recorded	 	Instrument no.	 	Page
	Wayne

	 	5/29/08
	 	47263
	 	550






	 	 	 
	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






26









 






	 	 	 
	 

	 	herein, all of which recitals are
made by the Company solely.
	 
	PART IV.
	 
	MISCELLANEOUS.
	 
	 	 
	CONFIRMATION OF SECTION 318(c) OF
TRUST INDENTURE ACT.

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

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

	 	IN WITNESS WHEREOF, THE DETROIT
EDISON COMPANY AND J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION HAVE
CAUSED THESE PRESENTS TO BE SIGNED
IN THEIR RESPECTIVE CORPORATE NAMES
BY THEIR RESPECTIVE CHAIRMEN OF THE
BOARD, PRESIDENTS, VICE PRESIDENTS,
ASSISTANT VICE PRESIDENTS,
TREASURERS OR ASSISTANT TREASURERS
AND IMPRESSED WITH THEIR RESPECTIVE
CORPORATE SEALS, ATTESTED BY THEIR
RESPECTIVE SECRETARIES OR ASSISTANT
SECRETARIES, ALL AS OF THE DAY AND
YEAR FIRST ABOVE WRITTEN.







27











 






	 	 	 	 	 	 	 
	EXECUTION BY
COMPANY.	 	THE DETROIT EDISON COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/Paul A. Stadnikia
 

	 	 
	(Corporate Seal)	 	Name: Paul A. Stadnikia	 	 
	 	 	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 1st day of July 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 Paul A.
Stadnikia, to me personally known, who,
being by me duly sworn, did say that he
does business at 2000 2nd Avenue, Detroit,
Michigan 48226 and is the Assistant
Treasurer of THE DETROIT EDISON COMPANY,
one of the corporations described in and
which executed the foregoing instrument;
that he knows the corporate seal of the
said corporation and that the seal affixed
to said instrument is the corporate seal of
said corporation; and that said instrument
was signed and sealed in behalf of said
corporation by authority of its Board of
Directors and that he subscribed his name
thereto by like authority; and said Paul A.
Stadnikia acknowledged said instrument to
be the free act and deed of said
corporation.






	 	 	 	 	 
	(Notarial Seal)

	 	/s/Stephanie V. Washio
 

Stephanie V. Washio
	 	 
	 

	 	Notary Public, Wayne County, MI	 	 
	 

	 	Acting in Wayne	 	 
	 

	 	My Commission Expires: May 18, 2012	 	 







29









 








	 	 	 	 	 	 	 
	EXECUTION BY TRUSTEE.	 	J.P. MORGAN TRUST COMPANY,	 	 
	 	 	NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 
	/s/J. Michael Banas
 

	 	 
	(Corporate Seal)	 	Name: J. Michael Banas	 	 
	 	 	Title: Authorized Representative	 	 






	 	 	 	 	 	 	 
	 

	 	Attest:	 	 	 	 
	 
	 

	 	By:
	/s/Nan L. Packard
 

	 	 
	 	 	Name: Nan L. Packard	 	 
	 	 	Title: Authorized Representative	 	 
	 
	 	 	 	 	 	 
	 	 	Signed, sealed and delivered by	 	 
	 	 	J. P. MORGAN TRUST COMPANY,	 	 
	 	 	NATIONAL ASSOCIATION	 	 
	 	 	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
	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ACKNOWLEDGMENT OF
EXECUTION BY TRUSTEE.	 	On this 2nd day of July 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 611 Woodward Avenue, Detroit,
Michigan 48226, and he is an Authorized
Representative of J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, 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.	 	Paul A. Stadnikia, being duly sworn,
says: that he is the Assistant
Treasurer of THE DETROIT EDISON
COMPANY, the Mortgagor named in the
foregoing instrument, and that he
has knowledge of the facts in regard
to the making of said instrument and
of the consideration therefor; that
the consideration for said
instrument was and is actual and
adequate, and that the same was
given in good faith for the purposes
in such instrument set forth.
	 
	 	 	 	 	 	 	 	 
	 	 	/s/Paul A. Stadnikia
	 	 	 	 	 
	 	 	Name: Paul A. Stadnikia
	 	 	Title: Assistant Treasurer
	 	 	The Detroit Edison Company
	 
	 	 	 	 	 	 	 	 
	 	 	Sworn to before me this 1st day of July 2008
	 
	 	 	 	 	 	 	 	 
	(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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This instrument was drafted by:

Daniel T. Richards, Esq.

2000 2nd Avenue

688 WCB

Detroit, Michigan 48226




When recorded return to:

Stephanie V. Washio

2000 2nd Avenue

688 WCB

Detroit, Michigan 48226





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