<PAGE>   1
                                                                   EXHIBIT 4-205


                           THE DETROIT EDISON COMPANY
                              (2000 Second Avenue,
                            Detroit, Michigan 48226)

                                       TO
                             BANKERS TRUST COMPANY
                              (Four Albany Street,
                           New York, New York 10015)

                                                  AS TRUSTEE

                            ------------------------

                                   INDENTURE
                          Dated as of January 1, 2000

                            ------------------------

                   SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
                          DATED AS OF OCTOBER 1, 1924

                                 PROVIDING FOR

                   (A) GENERAL AND REFUNDING MORTGAGE BONDS,
                                   2000 SERIES A

                                      AND

                         (B) RECORDING AND FILING DATA
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                                        i

                               TABLE OF CONTENTS*

                            ------------------------

<TABLE>
<CAPTION>
                                                              PAGE
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<S>                                                           <C>
PARTIES.....................................................    1
RECITALS
  Original Indenture and Supplementals......................    1
  Issue of Bonds under Indenture............................    1
  Bonds heretofore issued...................................    1
  Reason for creation of new series.........................    5
  Bonds to be 2000 Series A.................................    5
  Further Assurance.........................................    5
  Authorization of Supplemental Indenture...................    5
  Consideration for Supplemental Indenture..................    6
                             PART I.
             CREATION OF THREE HUNDRED TWENTY-FOURTH
                         SERIES OF BONDS
              GENERAL AND REFUNDING MORTGAGE BONDS,
                          2000 SERIES A
Sec. 1. Terms of Bonds of 2000 Series A.....................    6
Sec. 2. Redemption of Bonds of 2000 Series A................    7
Sec. 3. Form of Bonds of 2000 Series A......................    9
        Form of Trustee's Certificate.......................   13
                             PART II.
                    RECORDING AND FILING DATA
Recording and filing of Original Indenture..................   14
Recording and filing of Supplemental Indentures.............   14
Recording of Certificates of Provision for Payment..........   19
                            PART III.
                           THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee......   19
                             PART IV.
                          MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act.......   19
Execution in Counterparts...................................   19
Testimonium.................................................   20
Execution...................................................   20
Acknowledgement of execution by Company.....................   20
Acknowledgement of execution by Trustee.....................   21
Affidavit as to consideration and good faith................   22
</TABLE>

------------------------
* This Table of Contents shall not have any bearing upon the interpretation of
  any of the terms or provisions of this Indenture.
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                                        1

PARTIES.           SUPPLEMENTAL INDENTURE, dated as of the first day of January,
                 in the year two thousand, between THE DETROIT EDISON COMPANY, a
                 corporation organized and existing under the laws of the State
                 of Michigan and a transmitting utility (hereinafter called the
                 "Company"), party of the first part, and BANKERS TRUST COMPANY,
                 a corporation organized and existing under the laws of the
                 State of New York, having its corporate trust office at Four
                 Albany Street, in the Borough of Manhattan, The City and State
                 of New York, as 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 and August 15, 1999 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 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 Eight billion,
                 seven hundred twelve million four hundred twenty-two thousand
                 dollars ($8,712,422,000) have heretofore been issued under the
                 indenture as follows, viz:

<TABLE>
                        <S>                                         <C>
                              (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,

</TABLE>
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                                        2
<TABLE>
                              <S>                                   <C>
                              (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,

                          (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,

                                     Bonds of 1980 Series CP Nos.
                        (197-221)    1-25                             --   Principal Amount  $35,000,000,

                                     Bonds of 1980 Series DP Nos.
                        (222-232)    1-11                             --   Principal Amount  $10,750,000,

                                     Bonds of 1981 Series AP Nos.
                        (233-248)    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,

                                     Bonds of Series MMP and MMP No.
                        (254-255)    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,

                            (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,

</TABLE>
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                                        3
<TABLE>
                            <S>                                     <C>
                            (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,

</TABLE>

                 all of which have either been retired and cancelled, or no
                 longer represent obligations of the Company, 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;

                 (282-287) Bonds of Series KKP Nos. 10-15 in the principal
                 amount of One hundred seventy-nine million five hundred ninety
                 thousand dollars ($179,590,000), of which Thirty-nine million
                 seven hundred forty-five thousand dollars ($39,745,000)
                 principal amount have heretofore been retired and One hundred
                 thirty-nine million eight hundred forty-five thousand dollars
                 ($139,845,000) principal amount are outstanding at the date
                 hereof;

                 (288) Bonds of 1990 Series A in the principal amount of One
                 hundred ninety-four million six hundred forty-nine thousand
                 dollars ($194,649,000) of which Sixty-two million seven hundred
                 ninety thousand dollars ($62,790,000) principal amount have
                 heretofore been retired and One hundred thirty-one million
                 eight hundred fifty-nine thousand dollars ($131,859,000)
                 principal amount are outstanding at the date hereof;

                 (289) 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 Ninety-five million one hundred
                 sixty thousand dollars ($95,160,000) principal amount have
                 heretofore been retired and One hundred sixty-one million seven
                 hundred seventy-two thousand dollars ($161,772,000) principal
                 amount are outstanding at the date hereof;

                 (290) Bonds of 1990 Series C in the principal amount of
                 Eighty-five million four hundred seventy-five thousand dollars
                 ($85,475,000) of which Thirty-four million one hundred ninety
                 thousand dollars ($34,190,000) principal amount have heretofore
                 been retired and Fifty-one million two hundred eighty-five
                 thousand dollars ($51,285,000) principal amount are outstanding
                 at the date hereof;

                 (291) 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;

                 (292) 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;

                 (293) 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;

                 (294) 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;

                 (295) Bonds of 1991 Series EP in the principal amount of
                 Forty-one million four hundred eighty thousand dollars
                 ($41,480,000), all of which are outstanding at the date hereof;
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                                        4

                 (296) Bonds of 1991 Series FP in the principal amount of
                 Ninety-eight million three hundred seventy-five thousand
                 dollars ($98,375,000), all of which are outstanding at the date
                 hereof;

                 (297) Bonds of 1992 Series BP in the principal amount of Twenty
                 million nine hundred seventy-five thousand dollars
                 ($20,975,000), all of which are outstanding at the date hereof;

                 (298) 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;

                 (299) Bonds of 1992 Series D in the principal amount of Three
                 hundred million dollars ($300,000,000), of which thirty-four
                 million dollars ($34,000,000) principal amount have heretofore
                 been retired and Two hundred sixty-six million ($266,000,000)
                 principal amount are outstanding at the date hereof;

                 (300) Bonds of 1992 Series CP in the principal amount of
                 Thirty-five million dollars ($35,000,000), all of which are
                 outstanding at the date hereof;

                 (301) Bonds of 1989 Series BP No. 2 in the principal amount of
                 Thirty-six million dollars ($36,000,000), all of which are
                 outstanding at the date hereof;

                 (302) Bonds of 1993 Series C in the principal amount of Two
                 hundred twenty-five million dollars ($225,000,000), of which
                 Twenty-seven million dollars ($27,000,000) principal amount
                 have heretofore been retired and One hundred ninety-eight
                 million dollars ($198,000,000) principal amount are outstanding
                 at the date hereof;

                 (303) Bonds of 1993 Series E in the principal amount of Four
                 hundred million dollars ($400,000,000), of which Thirty-one
                 million five hundred thousand dollars ($31,500,000) principal
                 amount have heretofore been retired and Three hundred
                 sixty-eight million five hundred thousand dollars
                 ($368,500,000) principal amount are outstanding at the date
                 hereof;

                 (304) Bonds of 1993 Series FP in the principal amount of Five
                 million six hundred eighty-five thousand dollars ($5,685,000),
                 all of which are outstanding at the date hereof;

                 (305) Bonds of 1993 Series G in the principal amount of Two
                 hundred twenty-five million dollars ($225,000,000), of which
                 One hundred twenty-five million dollars ($125,000,000)
                 principal amount have been retired and One hundred million
                 dollars ($100,000,000) principal amount are outstanding at the
                 date hereof;

                 (306) Bonds of 1993 Series J in the principal amount of Three
                 hundred million dollars ($300,000,000), of which Seventy eight
                 million five hundred thousand dollars ($78,500,000) principal
                 amount have heretofore been retired and Two hundred twenty-one
                 million five hundred thousand dollars ($221,500,000) principal
                 amount are outstanding at the date hereof;

                 (307) Bonds of 1993 Series IP in the principal amount of Five
                 million eight hundred twenty-five thousand dollars
                 ($5,825,000), all of which are outstanding at the date hereof;

                 (308) 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;

                 (309) Bonds of 1993 Series H in the principal amount of Fifty
                 million dollars ($50,000,000), all of which are outstanding at
                 the date hereof;

                 (310) Bonds of 1993 Series K in the principal amount of One
                 hundred sixty million dollars ($160,000,000), all of which are
                 outstanding at the date hereof;

                 (311) Bonds of 1994 Series AP in the principal amount of Seven
                 million five hundred thirty-five thousand dollars ($7,535,000),
                 all of which are outstanding at the date hereof;
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                                        5

                 (312) Bonds of 1994 Series BP in the principal amount of Twelve
                 million nine hundred thirty-five thousand dollars
                 ($12,935,000), all of which are outstanding at the date hereof;

                 (313) Bonds of 1994 Series C in the principal amount of Two
                 hundred million dollars ($200,000,000), all of which are
                 outstanding at the date hereof;

                 (314) Bonds of 1994 Series DP in the principal amount of
                 Twenty-three million seven hundred thousand dollars
                 ($23,700,000), all of which are outstanding at the date hereof;

                 (315) Bonds of 1995 Series AP in the principal amount of
                 Ninety-seven million dollars ($97,000,000), all of which are
                 outstanding at the date hereof;

                 (316) Bonds of 1995 Series BP in the principal amount of
                 Twenty-two million, one hundred seventy-five thousand dollars
                 ($22,175,000), all of which are outstanding at the date hereof;

                 (317) 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;

                 (318) 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;

                 (319) 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;
                 and

                 (320) Bonds of 1999 Series D in the principal amount of Forty
                 million dollars ($40,000,000), all of which are outstanding at
                 the date hereof

                 and, accordingly, of the bonds so issued, Two billion nine
                 hundred seventy-nine million eight hundred one thousand dollars
                 ($2,979,801,000) principal amount are outstanding at the date
                 hereof; and

REASON FOR
CREATION OF NEW
SERIES.            WHEREAS, the Company desires to issue a new series of bonds
                 to be issued under the Indenture and to be authenticated and
                 delivered pursuant to Section 8 of Article III of the
                 Indenture; and

BONDS TO BE
2000 SERIES A.     WHEREAS, the Company desires by this Supplemental Indenture
                 to create a new series of bonds, to be designated "General and
                 Refunding Mortgage Bonds, 2000 Series A," 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 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
<PAGE>   8
                                        6

                   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 TWENTY-FOURTH
                                        SERIES OF BONDS.

                              GENERAL AND REFUNDING MORTGAGE BONDS,
                                          2000 SERIES A

TERMS OF BONDS OF
2000 SERIES A.     SECTION 1. The Company hereby creates the Three hundred
                 twenty-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, 2000 Series A"
                 (elsewhere herein referred to as the "bonds of 2000 Series A").
                 The aggregate principal amount of bonds of 2000 Series A shall
                 be limited to Two hundred twenty million dollars
                 ($220,000,000), except as provided in Sections 7 and 13 of
                 Article II of the Original Indenture with respect to exchanges
                 and replacements of bonds.

                   The bonds of 2000 Series A shall mature on February 1, 2005
                 and shall be issued as registered bonds without coupons in
                 denominations of $1,000 and any multiple thereof, and shall
                 bear interest, payable semi-annually on February 1 and August 1
                 of each year (commencing on August 1, 2000), at the rate of
                 seven and one-half per centum (7.5%) per annum until the
                 principal 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 2000 Series A will be issued in
                 book-entry form through the facilities of The Depository Trust
                 Company. Except as otherwise specifically provided in this
                 Supplemental Indenture, the principal of and interest on the
                 bonds of 2000 Series A shall be payable at the office or agency
                 of the Company in the Borough of Manhattan, The City of New
                 York, The 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. The interest on bonds of
                 2000 Series A, whether in temporary or definitive form, shall
                 be payable without presentation of such bonds and (subject to
                 the provisions of this Section 1) only to or upon the written
                 order of the registered holders thereof.

                   Each bond of 2000 Series A shall be dated the date of its
                 authentication and interest shall be payable on the principal
                 represented thereby from the February 1 or August 1 next
                 preceding the date thereof to which interest has been paid on
                 bonds of 2000 Series A, unless the bond is authenticated on a
                 date to which interest has been paid, in which case interest
                 shall be payable from the date of authentication, or unless the
                 date of authentication is prior to August 1, 2000, in which
                 case interest shall be payable from February 3, 2000 on the
                 bond of 2000 Series A originally evidencing the debt
                 represented thereby.

                   The bonds of 2000 Series A in definitive form shall be, at
                 the election of the Company, fully engraved or shall be
                 lithographed or printed in authorized denominations as
                 aforesaid and numbered 1 and upwards (with such further
                 designation as
<PAGE>   9
                                        7

                 may be appropriate and desirable to indicate by such
                 designation the form, series and denomination of bonds of 2000
                 Series A). Until bonds of 2000 Series A in definitive form are
                 ready for delivery, the Company may execute, and upon its
                 request in writing the Trustee shall authenticate and deliver
                 in lieu thereof, bonds of 2000 Series A in temporary form, as
                 provided in Section 10 of Article II of the Indenture.
                 Temporary bonds of 2000 Series A, if any, may be printed and
                 may be issued in authorized denominations in substantially the
                 form of definitive bonds of 2000 Series A, but without a
                 recital of redemption prices and with such omissions,
                 insertions and variations as may be appropriate for temporary
                 bonds, all as may be determined by the Company.

                   Interest on any bond of 2000 Series A which 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 fifteenth calendar day (whether or not
                 a business day) next preceding such interest payment date. If
                 the Company shall default in the payment of the interest due on
                 any interest payment date on the principal represented by any
                 bond of 2000 Series A, such defaulted interest shall forthwith
                 cease to be payable to the registered holder of that bond on
                 the relevant regular record date by virtue of his having been
                 such holder, and such defaulted interest may be paid to the
                 registered holder of that bond (or any bond or bonds of 2000
                 Series A issued upon transfer or exchange thereof) on the date
                 of payment of such defaulted interest or, at the election of
                 the Company, to the person in whose name that bond (or any bond
                 or bonds of 2000 Series A issued upon transfer or exchange
                 thereof) is registered on a subsequent record date established
                 by notice given by mail by or on behalf of the Company to the
                 holders of bonds of 2000 Series A not less than (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. Interest will be computed on the
                 basis of a 360-day year of twelve 30-day months.

                   If any interest payment date, date of redemption or the
                 stated maturity for the bonds of 2000 Series A would otherwise
                 be a day that is not a business day, payment of principal
                 and/or interest or premium, if any, with respect to the bonds
                 of 2000 Series A will be paid on the next succeeding business
                 day with the same force and effect as if made on such date and
                 no interest on such payment will accrue from and after such
                 date.

                   "Business day" means any day other than a day on which
                 banking institutions in The State of New York or the State of
                 Michigan are authorized or obligated pursuant to law or
                 executive order to close.

REDEMPTION OF
BONDS OF 2000
SERIES A.           SECTION 2. The bonds of 2000 Series A shall be redeemable
                  prior to stated maturity, at the election of the Company on
                  any date prior to maturity, as a whole, or in part from time
                  to time, by lot, at a redemption price equal to the greater of
                  (1) the principal amount of the Bonds to be redeemed or (2)
                  the sum of the present values of the remaining scheduled
                  payments of principal and interest on the bonds of 2000 Series
                  A to be redeemed, discounted to the redemption date on a
                  semiannual basis (assuming a 360-day year consisting of twelve
                  30-day months) at the Treasury Yield (defined below) plus
                  0.15%, plus in each case accrued interest to the redemption
                  date.

                   "Treasury Yield" means with respect to any redemption date,
                 the rate per annum equal to the semiannual equivalent yield to
                 maturity of the Comparable Treasury Issue, assuming a price for
                 the Comparable Treasury Issue (expressed as a percentage of its
                 principal amount) equal to the Comparable Treasury Price for
                 the redemption date.

                   "Comparable Treasury Issue" means the United States Treasury
                 security selected by an Independent Investment Banker as having
                 a maturity comparable to the
<PAGE>   10
                                        8

                 remaining term of the bonds of 2000 Series A that would be
                 utilized, at the time of selection and in accordance with
                 customary financial practice, in pricing new issues of
                 corporate debt securities of comparable maturity to the
                 remaining term of the bonds of 2000 Series A.

                   "Independent Investment Banker" means Salomon Smith Barney
                 Inc., or, if such firm is unwilling or unable to select the
                 Comparable Treasury Issue, an independent investment banking
                 institution of national standing selected by the Company and
                 appointed by the Trustee.

                   "Comparable Treasury Price" means, with respect to any
                 redemption date, (i) the average of the bid and asked prices
                 for the Comparable Treasury Issue (expressed in each case as a
                 percentage of its principal amount) on the third business day
                 preceding such redemption date, as set forth in the daily
                 statistical release (or any successor release) published by the
                 Federal Reserve Bank of New York and designated "Composite 3:30
                 p.m. Quotations for U.S. Government Securities" or (ii) if that
                 release (or any successor release) is not published or does not
                 contain such prices on such business day, (A) the average of
                 the Reference Treasury Dealer Quotations for such redemption
                 date, after excluding the highest and lowest such Reference
                 Treasury Dealer Quotations for such redemption date, or (B) if
                 the Company obtains fewer than four such Reference Treasury
                 Dealer Quotations, the average of all such Quotations.

                   "Reference Treasury Dealer Quotations" means with respect to
                 each Reference Treasury Dealer and any redemption date, the
                 average, as determined by the Trustee, of the bid and asked
                 prices for the Comparable Treasury Issue (expressed in each
                 case as a percentage of its principal amount) quoted in writing
                 to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
                 on the third Business Day preceding such redemption date.

                   "Reference Treasury Dealer" means each of Salomon Smith
                 Barney Inc., Chase Securities Inc., Goldman, Sachs & Co. and
                 Warburg Dillon Read LLC and their respective successors,
                 provided, however, that if any of the foregoing shall cease to
                 be a primary U.S. Government Securities dealer in New York City
                 (a "Primary Treasury Dealer "), the Company shall substitute
                 for it another Primary Treasury Dealer.

                   The bonds of 2000 Series A shall be redeemable as aforesaid
                 and except as otherwise provided herein, and as specified in
                 Article IV of the Indenture upon giving notice of such
                 redemption by first class mail, postage prepaid, by or on
                 behalf of the Company at least thirty (30) days, but not more
                 than sixty (60) days, prior to the date fixed for redemption to
                 the registered holders of bonds of 2000 Series A so called for
                 redemption at their last respective addresses appearing on the
                 register thereof, but failure to mail such notice to the
                 registered holders of any bonds of 2000 Series A designated for
                 redemption shall not affect the validity of any such redemption
                 of any other bonds of such series. Interest shall cease to
                 accrue on any bonds of 2000 Series A (or any portion thereof)
                 so called for redemption from and after the date fixed for
                 redemption if payment sufficient to redeem the bonds of 2000
                 Series A (or such portion) designated for redemption has been
                 duly provided for. Bonds of 2000 Series A redeemed in part only
                 shall be in amounts of $1,000 or any multiple thereof.

                   If the giving of the notice of redemption shall have been
                 completed, or if provision satisfactory to the Trustee for the
                 giving of such notice shall have been made, and if the Company
                 shall have deposited with the Trustee in trust funds (which
                 shall have become available for payment to the holders of the
                 bonds of 2000 Series A so to be redeemed) sufficient to redeem
                 bonds of 2000 Series A in whole or in part, on the date fixed
                 for redemption, then all obligations of the Company in respect
                 of such bonds (or portions thereof) so to be redeemed and
                 interest due or to become due thereon shall cease and be
                 discharged and the holders of such bonds of 2000 Series A (or
                 portions thereof) shall thereafter be restricted exclusively to
                 such funds for any
<PAGE>   11
                                        9

                 and all claims of whatsoever nature on their part under the
                 Indenture or in respect of such bonds (or portions thereof) and
                 interest.

                   The bonds of 2000 Series A shall not be entitled to or
                 subject to any sinking fund.

EXCHANGE AND
TRANSFER.          At the option of the registered holder, any bonds of 2000
                 Series A, upon surrender thereof for cancellation at the office
                 or agency of the Company in the Borough of Manhattan, The City
                 of New York, The 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, shall be
                 exchangeable for a like aggregate principal amount of bonds of
                 2000 Series A of other authorized denominations, upon the terms
                 and conditions specified herein and in Section 7 of Article II
                 of the Indenture. Bonds of 2000 Series A shall be transferable
                 at the office or agency of the Company in the Borough of
                 Manhattan, The City of New York, The State of New York. The
                 Company waives its rights under Section 7 of Article II of the
                 Indenture not to make exchanges or transfers of bonds of 2000
                 Series A during any period of ten (10) days next preceding any
                 interest payment date for such bonds.

                   Bonds of 2000 Series A, in definitive and temporary form, may
                 bear such legends as may be necessary to comply with any law or
                 with any rules or regulations made pursuant thereto or with the
                 rules or regulations of any stock exchange or to conform to
                 usage with respect thereto.

FORM OF BONDS
2000 SERIES A.     SECTION 4. The bonds of 2000 Series A and the form of
                 Trustee's Certificate to be endorsed on such bonds shall be
                 substantially in the following forms, respectively:

                                     [FORM OF FACE OF BOND]

                 THIS BOND IS A GLOBAL BOND REGISTERED IN THE NAME OF A
                 DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS
                 EXCHANGED IN WHOLE OR IN PART FOR BONDS IN CERTIFICATED FORM,
                 THIS BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
                 DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") TO A NOMINEE OF THE
                 DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
                 SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
                 UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
                 OF THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
                 OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS
                 REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
                 REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
                 (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
                 AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
                 DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
                 OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
                 REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                           THE DETROIT EDISON COMPANY
                      GENERAL AND REFUNDING MORTGAGE BOND
                    2000 Series A, 7.5% due February 1, 2005

                   $................                        No. ................

                   THE DETROIT EDISON COMPANY (hereinafter called the
                 "Company"), a corporation of the State of Michigan, for value
                 received, hereby promises to pay to                      or
                 registered assigns, at its office or agency in the Borough of
                 Manhattan, The City and State of New York, the principal sum of
                 Two hundred twenty million dollars ($220,000,000) in lawful
                 money of the United States of America on the first day of
                 February, 2005, and to pay interest thereon at the rate
                 specified in the title hereof, at such office or agency, in
                 like lawful money, from
<PAGE>   12
                                       10

                 February 3, 2000, and after the first interest payment on bonds
                 of this Series has been made or otherwise provided for, from
                 the most recent date to which such interest has been paid,
                 semi-annually on the first day of February and August in each
                 year (commencing on August 1, 2000), to the person in whose
                 name this bond is registered at the close of business on the
                 fifteenth calendar day (whether or not a business day) next
                 preceding the applicable interest payment date (subject to
                 certain exceptions provided in the Indenture hereinafter
                 mentioned), 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 such
                 Indenture hereinafter mentioned on the reverse hereof and in
                 the supplemental indenture pursuant to which this bond has been
                 issued.

                   Interest will be computed on the basis of a 360-day year of
                 twelve 30-day months.

                   If any interest payment date, date of redemption or the
                 stated maturity for the bonds of 2000 Series A would otherwise
                 be a day that is not a business day, payment of principal
                 and/or interest or premium, if any, with respect to the bonds
                 of 2000 Series A will be paid on the next succeeding business
                 day with the same force and effect as if made on such date and
                 no interest on such payment will accrue from and after such
                 date.

                   "Business day" means any day other than a day on which
                 banking institutions in The State of New York or the State of
                 Michigan are authorized or obligated pursuant to law or
                 executive order to close.

                   Reference is hereby made to the further provisions of this
                 bond set forth on the reverse hereof and such further
                 provisions shall for all purposes have the same effect as
                 though set forth at this place.

                   This bond shall not be valid or become obligatory for any
                 purpose until Bankers Trust Company, the Trustee under the
                 Indenture hereinafter mentioned on the reverse hereof, 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 on its behalf by its Vice
                 President and Treasurer, with his manual or facsimile
                 signature, and its corporate seal, or a facsimile thereof, to
                 be impressed or imprinted hereon and the same to be attested by
                 its Secretary or its Assistant Corporate Secretary by manual or
                 facsimile signature.

<TABLE>
                      <S>                                <C>

                           Dated:
                                                         THE DETROIT EDISON COMPANY
                                                         By ...........................................
                                                             Vice President and Treasurer

                           Attest:
                           -----------------------------
                           Vice President and Corporate Secretary
</TABLE>

                           [FORM OF REVERSE OF BOND]

                   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 said bonds known as General
                 and Refunding Mortgage Bonds, 2000 Series A (elsewhere herein
                 referred to as the "bonds of 2000 Series A"), limited to an
                 aggregate principal amount of $220,000,000, except as otherwise
                 provided in the Indenture hereinafter mentioned. This bond and
                 all other
<PAGE>   13
                                       11

                 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 Bankers Trust
                 Company, a corporation of the State of New York, as Trustee, to
                 which Indenture and all indentures supplemental thereto
                 (including the Supplemental Indenture dated as of January 1,
                 2000) 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 January 1, 2000, 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 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 principal 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
                 principal 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 on giving notice of such redemption
                 by first class mail, postage prepaid, by or on behalf of the
                 Company at least thirty (30) days, but not more than sixty (60)
                 days, prior to the date fixed for redemption to the registered
                 holder of this bond at his last address appearing on the
                 register thereof, in the manner and upon the terms provided in
                 the Indenture, at the election of the Company on any date as a
                 whole or in part by lot, from time to time, at a redemption
                 price equal to the greater of (1) the principal amount or (2)
                 the sum of the present values of the remaining scheduled
                 payments of principal and interest on this bond of 2000 Series
                 A, discounted to the redemption date on a semiannual basis
                 (assuming a 360-day year consisting of twelve 30-day months) at
                 the Treasury Yield (as defined below) plus 0.15%, plus in each
                 case accrued interest to the redemption date.

                   "Treasury Yield" means with respect to any redemption date,
                 the rate per annum equal to the semiannual equivalent yield to
                 maturity of the Comparable Treasury Issue, assuming a price for
                 the Comparable Treasury Issue (expressed as a percentage of its
                 principal amount) equal to the Comparable Treasury Price for
                 the redemption date.

                   "Comparable Treasury Issue" means the United States Treasury
                 security selected by an Independent Investment Banker as having
                 a maturity comparable to the remaining term of the bonds of
                 2000 Series A that would be utilized, at the time of selection
                 and in accordance with customary financial practice, in pricing
                 new issues of corporate debt securities of comparable maturity
                 to the remaining term of the bonds of 2000 Series A.

                   "Independent Investment Banker" means Salomon Smith Barney
                 Inc., or, if such firm is unwilling or unable to select the
                 Comparable Treasury Issue, an independent investment banking
                 institution of national standing selected by the Company and
                 appointed by the Trustee.
<PAGE>   14
                                       12

                   "Comparable Treasury Price" means, with respect to any
                 redemption date, (i) the average of the bid and asked prices
                 for the Comparable Treasury Issue (expressed in each case as a
                 percentage of its principal amount) on the third business day
                 preceding such redemption date, as set forth in the daily
                 statistical release (or any successor release) published by the
                 Federal Reserve Bank of New York and designated "Composite 3:30
                 p.m. Quotations for U.S. Government Securities" or (ii) if that
                 release (or any successor release) is not published or does not
                 contain such prices on such business day, (A) the average of
                 the Reference Treasury Dealer Quotations for such redemption
                 date, after excluding the highest and lowest such Reference
                 Treasury Dealer Quotations for such redemption date, or (B) if
                 the Company obtains fewer than four such Reference Treasury
                 Dealer Quotations, the average of all such Quotations.

                   "Reference Treasury Dealer Quotations" means with respect to
                 each Reference Treasury Dealer and any redemption date, the
                 average, as determined by the Trustee, of the bid and asked
                 prices for the Comparable Treasury Issue (expressed in each
                 case as a percentage of its principal amount) quoted in writing
                 to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
                 on the third Business Day preceding such redemption date.

                   "Reference Treasury Dealer" means each of Salomon Smith
                 Barney Inc., Chase Securities Inc., Goldman Sachs & Co. and
                 Warburg Dillon Read LLC and their respective successors,
                 provided however, that if any of the foregoing shall cease to
                 be a primary U.S. Government Securities dealer in New York City
                 (a "Primary Treasury Dealer), the Company shall substitute for
                 it another Primary Treasury Dealer.

                   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 2000 Series A (or
                 portions thereof), in trust for the redemption of such bonds
                 (or portions thereof) and the interest due or to become due
                 thereon, and thereupon all obligations of the Company in
                 respect of such bonds (or portions thereof) so to be redeemed
                 and such interest shall cease and be discharged, and the
                 holders thereof shall thereafter be restricted exclusively to
                 such funds for any and all claims of whatsoever nature on their
                 part under the Indenture or with respect to such bonds (or
                 portions thereof) and interest.

                   The bonds of 2000 Series A, including this bond, shall not be
                 entitled or subject to a sinking fund.

                   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.

                   This bond is transferable 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 or bonds of the same series of authorized
                 denominations for a like aggregate principal amount will be
                 issued to the transferee or transferees in exchange herefor,
                 and this bond with others of like form may in like manner be
                 exchanged for one or more new registered 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.

                   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,
<PAGE>   15
                                       13

                 expressly waived and released by every holder or owner hereof,
                 as more fully provided in the Indenture.

                        [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.

                                       BANKERS TRUST COMPANY,
                                                                      as Trustee

                                       By ...........................
                                         Authorized Officer
<PAGE>   16
                                       14

                                            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, as set forth in supplemental indentures as follows:

<TABLE>
<CAPTION>
                                                                                            RECORDED AND/OR
                                                                                         FILED AS SET FORTH IN
                               SUPPLEMENTAL                      PURPOSE OF                  SUPPLEMENTAL
                                INDENTURE                       SUPPLEMENTAL                   INDENTURE
                               DATED AS OF                       INDENTURE                   DATED AS OF:
                               ------------                     ------------             ---------------------
                       <S>                           <C>                                 <C>
                       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       September 1, 1947
                                                       Provisions
                       September 1,                  Series I Bonds,                     November 15, 1951
                         1947(a)(b)(c).............    Subject Properties and
                                                       Additional Provisions
                       March 1, 1950(a)(b)(c)......  Series J Bonds                      November 15, 1951
                                                       and Additional Provisions
                       November 15,                  Series K Bonds                      January 15, 1953
                         1951(a)(b)(c).............    Additional Provisions and
                                                       Subject Properties
                       January 15, 1953(a)(b)......  Series L Bonds                      May 1, 1953
                       May 1, 1953(a)..............  Series M Bonds and Subject          March 15, 1954
                                                       Properties
                       March 15, 1954(a)(c)........  Series N Bonds and Subject          May 15, 1955
                                                       Properties
                       May 15, 1955(a)(c)..........  Series O Bonds and Subject          August 15, 1957
                                                       Properties
                       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          December 1, 1966
                                                       Properties
</TABLE>
<PAGE>   17
                                       15

<TABLE>
<CAPTION>
                                                                                            RECORDED AND/OR
                                                                                         FILED AS SET FORTH IN
                               SUPPLEMENTAL                      PURPOSE OF                  SUPPLEMENTAL
                                INDENTURE                       SUPPLEMENTAL                   INDENTURE
                               DATED AS OF                       INDENTURE                   DATED AS OF:
                               ------------                     ------------             ---------------------
                       <S>                           <C>                                 <C>
                       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          December 1, 1969
                                                       Properties
                       December 1, 1969(a)(c)......  Series T Bonds and Subject          July 1, 1970
                                                       Properties
                       July 1, 1970(c).............  Series U Bonds and Subject          December 15, 1970
                                                       Properties
                       December 15, 1970(c)........  Series V and Series W Bonds         June 15, 1971
                       June 15, 1971(c)............  Series X Bonds and Subject          November 15, 1971
                                                       Properties
                       November 15, 1971(c)........  Series Y Bonds and Subject          January 15, 1973
                                                       Properties
                       January 15, 1973(c).........  Series Z Bonds and Subject          May 1, 1974
                                                       Properties
                       May 1, 1974.................  Series AA Bonds and Subject         October 1, 1974
                                                       Properties
                       October 1, 1974.............  Series BB Bonds and Subject         January 15, 1975
                                                       Properties
                       January 15, 1975............  Series CC Bonds and Subject         November 1, 1975
                                                       Properties
                       November 1, 1975............  Series DDP Nos. 1-9 Bonds and       December 15, 1975
                                                       Subject Properties
                       December 15, 1975...........  Series EE Bonds and Subject         February 1, 1976
                                                       Properties
                       February 1, 1976............  Series FFR Nos. 1-13 Bonds          June 15, 1976
                       June 15, 1976...............  Series GGP Nos. 1-7 Bonds and       July 15, 1976
                                                       Subject Properties
                       July 15, 1976...............  Series HH Bonds and Subject         February 15, 1977
                                                       Properties
                       February 15, 1977...........  Series MMP Bonds and Subject        March 1, 1977
                                                       Properties
                       March 1, 1977...............  Series IIP Nos. 1-7 Bonds, Series   June 15, 1977
                                                       JJP Nos. 1-7 Bonds, Series KKP
                                                       Nos. 1-7 Bonds and Series LLP
                                                       Nos. 1-7 Bonds
                       June 15, 1977...............  Series FFR No. 14 Bonds and         July 1, 1977
                                                       Subject Properties
                       July 1, 1977................  Series NNP Nos. 1-7 Bonds and       October 1, 1977
                                                       Subject Properties
                       October 1, 1977.............  Series GGP Nos. 8-22 Bonds and      June 1, 1978
                                                       Series OOP Nos. 1-17 Bonds and
                                                       Subject Properties
                       June 1, 1978................  Series PP Bonds, Series QQP Nos.    October 15, 1978
                                                       1-9 Bonds and Subject Properties
                       October 15, 1978............  Series RR Bonds and Subject         March 15, 1979
                                                       Properties
</TABLE>
<PAGE>   18
                                       16

<TABLE>
<CAPTION>
                                                                                            RECORDED AND/OR
                                                                                         FILED AS SET FORTH IN
                               SUPPLEMENTAL                      PURPOSE OF                  SUPPLEMENTAL
                                INDENTURE                       SUPPLEMENTAL                   INDENTURE
                               DATED AS OF                       INDENTURE                   DATED AS OF:
                               ------------                     ------------             ---------------------
                       <S>                           <C>                                 <C>
                       March 15, 1979..............  Series SS Bonds and Subject         July 1, 1979
                                                       Properties
                       July 1, 1979................  Series IIP Nos. 8-22 Bonds, Series  September 1, 1979
                                                       NNP Nos. 8-21 Bonds and Series
                                                       TTP Nos. 1-15 Bonds and Subject
                                                       Properties
                       September 1, 1979...........  Series JJP No. 8 Bonds, Series KKP  September 15, 1979
                                                       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..........  Series UU Bonds                     January 1, 1980
                       January 1, 1980.............  1980 Series A Bonds and Subject     April 1, 1980
                                                       Properties
                       April 1, 1980...............  1980 Series B Bonds                 August 15, 1980
                       August 15, 1980.............  Series QQP Nos. 10-19 Bonds, 1980   August 1, 1981
                                                       Series CP Nos. 1-12 Bonds and
                                                       1980 Series DP No. 1-11 Bonds
                                                       and Subject Properties
                       August 1, 1981..............  1980 Series CP Nos. 13-25 Bonds     November 1, 1981
                                                       and Subject Properties
                       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 and       June 1, 1983
                                                       Subject Properties
                       June 1, 1983................  1981 Series AP Nos. 15-16 and       October 1, 1984
                                                       Subject Properties
                       October 1, 1984.............  1984 Series AP and 1984 Series BP   May 1, 1985
                                                       Bonds and Subject Properties
                       May 1, 1985.................  1985 Series A Bonds                 May 15, 1985
                       May 15, 1985................  1985 Series B Bonds and Subject     October 15, 1985
                                                       Properties
                       October 15, 1985............  Series KKP No. 9 Bonds and Subject  April 1, 1986
                                                       Properties
                       April 1, 1986...............  1986 Series A and Subject           August 15, 1986
                                                       Properties
                       August 15, 1986.............  1986 Series B and Subject           November 30, 1986
                                                       Properties
                       November 30, 1986...........  1986 Series C                       January 31, 1987
                       January 31, 1987............  1987 Series A                       April 1, 1987
                       April 1, 1987...............  1987 Series B and 1987 Series C     August 15, 1987
                       August 15, 1987.............  1987 Series D and 1987 Series E     November 30, 1987
                                                       and Subject Properties
                       November 30, 1987...........  1987 Series F                       June 15, 1989
</TABLE>
<PAGE>   19
                                       17

<TABLE>
<CAPTION>
                                                                                            RECORDED AND/OR
                                                                                         FILED AS SET FORTH IN
                               SUPPLEMENTAL                      PURPOSE OF                  SUPPLEMENTAL
                                INDENTURE                       SUPPLEMENTAL                   INDENTURE
                               DATED AS OF                       INDENTURE                   DATED AS OF:
                               ------------                     ------------             ---------------------
                       <S>                           <C>                                 <C>
                       June 15, 1989...............  1989 Series A                       July 15, 1989
                       July 15, 1989...............  Series KKP No. 10                   December 1, 1989
                       December 1, 1989............  Series KKP No. 11 and 1989 Series   February 15, 1990
                                                       BP
                       February 15, 1990...........  1990 Series A, 1990 Series B, 1990  November 1, 1990
                                                       Series C, 1990 Series D, 1990
                                                       Series E and 1990 Series F
                       November 1, 1990............  Series KKP No. 12                   April 1, 1991
                       April 1, 1991...............  1991 Series AP                      May 1, 1991
                       May 1, 1991.................  1991 Series BP and 1991 Series CP   May 15, 1991
                       May 15, 1991................  1991 Series DP                      September 1, 1991
                       September 1, 1991...........  1991 Series EP                      November 1, 1991
                       November 1, 1991............  1991 Series FP                      January 15, 1992
                       January 15, 1992............  1992 Series BP                      February 29, 1992 and
                                                                                         April 15, 1992
                       February 29, 1992...........  1992 Series AP                      April 15, 1992
                       April 15, 1992..............  Series KKP No. 13                   July 15, 1992
                       July 15, 1992...............  1992 Series CP                      November 30, 1992
                       July 31, 1992...............  1992 Series D                       November 30, 1992
                       April 1, 1986...............  1986 Series A and Subject           August 15, 1986
                                                       Properties
                       August 15, 1986.............  1986 Series B and Subject           November 30, 1986
                                                       Properties
                       November 30, 1986...........  1986 Series C                       January 31, 1987
                       January 31, 1987............  1987 Series A                       April 1, 1987
                       April 1, 1987...............  1987 Series B and 1987 Series C     August 15, 1987
                       August 15, 1987.............  1987 Series D and 1987 Series E     November 30, 1987
                                                       and Subject Properties
                       November 30, 1987...........  1987 Series F                       June 15, 1989
                       June 15, 1989...............  1989 Series A                       July 15, 1989
                       July 15, 1989...............  Series KKP No. 10                   December 1, 1989
                       December 1, 1989............  Series KKP No. 11 and 1989 Series   February 15, 1990
                                                       BP
                       February 15, 1990...........  1990 Series A, 1990 Series B, 1990  November 1, 1990
                                                       Series C, 1990 Series D, 1990
                                                       Series E and 1990 Series F
                       November 1, 1990............  Series KKP No. 12                   April 1, 1991
                       April 1, 1991...............  1991 Series AP                      May 1, 1991
                       May 1, 1991.................  1991 Series BP and 1991 Series CP   May 15, 1991
                       May 15, 1991................  1991 Series DP                      September 1, 1991
                       September 1, 1991...........  1991 Series EP                      November 1, 1991
                       November 1, 1991............  1991 Series FP                      January 15, 1992
                       January 15, 1992............  1992 Series BP                      February 29, 1992 and
                                                                                         April 15, 1992
                       February 29, 1992...........  1992 Series AP                      April 15, 1992
                       April 15, 1992..............  Series KKP No. 13                   July 15, 1992
                       July 15, 1992...............  1992 Series CP                      November 30, 1992
</TABLE>
<PAGE>   20
                                       18

<TABLE>
<CAPTION>
                                                                                            RECORDED AND/OR
                                                                                         FILED AS SET FORTH IN
                               SUPPLEMENTAL                      PURPOSE OF                  SUPPLEMENTAL
                                INDENTURE                       SUPPLEMENTAL                   INDENTURE
                               DATED AS OF                       INDENTURE                   DATED AS OF:
                               ------------                     ------------             ---------------------
                       <S>                           <C>                                 <C>
                       November 30, 1992...........  1992 Series E and 1993 Series D     March 15, 1993
                       December 15, 1992...........  Series KKP No. 14 and 1989 Series   March 15, 1992
                                                       BP No. 2
                       January 1, 1993.............  1993 Series C                       April 1, 1993
                       March 1, 1993...............  1993 Series E                       June 30, 1993
                       March 15, 1993..............  1993 Series D                       September 15, 1993
                       April 1, 1993...............  1993 Series FP and 1993 Series IP   September 15, 1993
                       April 26, 1993..............  1993 Series G and Amendment of      September 15, 1993
                                                       Article II, Section 5
                       May 31, 1993................  1993 Series J                       September 15, 1993
                       September 15, 1993..........  1993 Series K                       March 1, 1994
                       March 1, 1994...............  1994 Series AP                      June 15, 1994
                       June 15, 1994...............  1994 Series BP                      December 1, 1994
                       August 15, 1994.............  1994 Series C                       December 1, 1994
                       December 1, 1994............  Series KKP No. 15 and 1994 Series   August 1, 1995
                                                       DP
                       August 1, 1995..............  1995 Series A Bond                  August 1, 1999
                                                       1995 Series DP
</TABLE>

                -----------------------------------------
                (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.
<PAGE>   21
                                       19

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, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z,
                 AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP Nos. 1-22, HH, IIP
                 Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-9, LLP Nos. 1-15, NNP Nos.
                 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU, 1980
                 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP Nos. 1-11,
                 1981 Series AP Nos. 1-16, 1984 Series AP, 1984 Series BP, 1985
                 Series A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP, MMP
                 No. 2, 1989 Series A and 1993 Series D which were issued under
                 Supplemental Indentures dated as of, respectively, June 1,
                 1925, August 1, 1927, February 1, 1931, October 1, 1932,
                 September 25, 1935, September 1, 1936, December 1, 1940,
                 September 1, 1947, November 15, 1951, January 15, 1953, May 1,
                 1953, March 15, 1954, May 15, 1955, August 15, 1957, December
                 15, 1970, November 15, 1971, January 15, 1973, May 1, 1974,
                 October 1, 1974, January 15, 1975, November 1, 1975, February
                 1, 1976, June 15, 1976, July 15, 1976, October 1, 1977, March
                 1, 1977, July 1, 1979, March 1, 1977, March 1, 1977, March 1,
                 1977, September 1, 1979, July 1, 1977, July 1, 1979, September
                 15, 1979, October 1, 1977, June 1, 1978, October 1, 1977, July
                 1, 1979, January 1, 1980, August 15, 1980, November 1, 1981,
                 October 1, 1984, May 1, 1985, May 15, 1985, January 31, 1987,
                 June 1, 1978, October 15, 1978, December 15, 1975, February 15,
                 1977, September 1, 1979, June 15, 1989 and March 15, 1993 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.

                                            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 supercede 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.
<PAGE>   22
                                       20

TESTIMONIUM.       IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND BANKERS
                 TRUST COMPANY 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, ASSISTANT SECRETARIES, TREASURERS OR ASSISTANT
                 TREASURERS ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.

                                              THE DETROIT EDISON COMPANY,

                 (Corporate Seal)             By
                                                 -------------------------------
                                                          N. A. Khouri
                                                      Assistant Treasurer

EXECUTION.       Attest:

               --------------------------------------------
                        Susan M. Beale
                 Vice President and Corporate
                           Secretary

                 Signed, sealed and delivered by THE
                 DETROIT EDISON COMPANY, in the
                 presence of

               --------------------------------------------
                            K. Hier

               --------------------------------------------
                          R. Martinez

                 STATE OF MICHIGAN
                                                SS.:
                 COUNTY OF WAYNE

ACKNOWLEDGMENT
OF EXECUTION
BY COMPANY.        On this 27th day of January, 2000, before me, the subscriber,
                 a Notary Public within and for the County of Oakland (acting in
                 Wayne), in the State of Michigan, personally appeared N. A.
                 Khouri, to me personally known, who, being by me duly sworn,
                 did say that he does business at 2000 2nd Avenue, Detroit,
                 Michigan 48226-1279 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 N. A. Khouri, acknowledged said instrument
                 to be the free act and deed of said corporation.

                                              ----------------------------------
                                                Geraldine N. Rockymore, Notary
                 (Notarial Seal)                            Public
                                                      Oakland County, MI
                                                    My Commission Expires
                                                      December 23, 2002
                                                      (Acting in Wayne)
<PAGE>   23
                                       21
<TABLE>
<CAPTION>
<S><C>
                                                                          BANKERS TRUST COMPANY,
                         (Corporate Seal)                                 By
                                                                              --------------------------------------------
                                                                              Marc J. Parilla
                                                                              Assistant Vice President

                         Attest:
                         ------------------------------------------------
                         Signed, sealed and delivered by
                         BANKERS TRUST COMPANY, in the
                         presence of
                         ------------------------------------------------

                         ------------------------------------------------

                                      STATE OF NEW YORK
                                                           SS.:
                                     COUNTY OF NEW YORK
ACKNOWLEDGEMENT
OF EXECUTION
BY TRUSTEE.              On this      day of January, 2000, before me, the
                         subscriber, a Notary Public within and for the County of New
                         York, in the State of New York, personally appeared Marc J.
                         Parilla, to me personally known, who, being by me duly
                         sworn, did say that his business office is located at Four
                         Albany Street, New York, New York 10015, and he is Assistant
                         Vice President of BANKERS TRUST 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
                                      acknowledged said instrument to be the free act
                         and deed of said corporation.

                         (Notarial Seal)
                                                                       ---------------------------------------------------

                                                                                Notary Public, State of New York
                                                                                               No.
                                                                                     Qualified in NY County
                                                                                       Commission Expires
</TABLE>
<PAGE>   24
                                       22

<TABLE>
<CAPTION>
<S><C>
STATE OF MICHIGAN
                    SS.:
COUNTY OF WAYNE

AFFIDAVIT AS TO
CONSIDERATION
AND GOOD FAITH.           N.A. Khouri, 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.

                                                                           ------------------------------------------------
                                                                                             N.A. Khouri

                          Sworn to before me this 27th day of
                          January, 2000

                          ------------------------------------------------
                               Geraldine N. Rockymore, Notary Public
                                         Oakland County, MI
                                       My Commission Expires
                                         December 23, 2002
                                         (Acting in Wayne)
                                          (Notarial Seal)

                              This instrument was drafted by Frances B. Rohlman, Esq.,
</TABLE>                  2000 Second Avenue, Detroit, Michigan 48226
EXECUTED IN  _____
COUNTERPARTS OF WHICH
THIS IS COUNTERPART NO. _  .