<PAGE>
                                                                   EXHIBIT 4-232


                                    INDENTURE

                          DATED AS OF DECEMBER 1, 2002

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

                           THE DETROIT EDISON COMPANY
                                (2000 2ND AVENUE,
                            DETROIT, MICHIGAN 48226)

                                       TO

                         BANK ONE, NATIONAL ASSOCIATION
                               (153 W. 51st Street
                            NEW YORK, NEW YORK 10019)

                                   AS TRUSTEE

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

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

                                  PROVIDING FOR

                    (A) GENERAL AND REFUNDING MORTGAGE BONDS,
                                  2002 SERIES C
                    AND GENERAL AND REFUNDING MORTGAGE BONDS,
                                  2002 SERIES D

                                       AND

                         (B) RECORDING AND FILING DATA.



<PAGE>




                               TABLE OF CONTENTS*


<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S>                                                                                        <C>
PARTIES..................................................................................    1
RECITALS.................................................................................    1
    Original Indenture and Supplementals.................................................    1
    Issue of Bonds Under Indenture.......................................................    2
    Bonds Heretofore Issued..............................................................    2
    Reason for Creation of New Series....................................................   12
    Bonds to be 2002 Series C and 2002 Series D..........................................   12
    Further Assurance....................................................................   12
    Authorization of Supplemental Indenture..............................................   13
    Consideration for Supplemental Indenture.............................................   13
PART I. CREATION OF THREE HUNDRED THIRTY-THIRD SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS, 2002 SERIES C......................................   13
    Sec. 1.   Terms of Bonds of 2002 Series C............................................   13
              Release....................................................................   13
    Sec. 2.   Redemption of Bonds of 2002 Series C.......................................   13
    Sec. 3.   Redemption of Bonds of 2002 Series C in event of acceleration of Notes.....   13
    Sec. 4.   Form of Bonds of 2002 Series C.............................................   13
              Form of Trustee's Certificate..............................................   13
PART II. CREATION OF THREE HUNDRED THIRTY-FOURTH SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS, 2002 SERIES D......................................   13
    Sec. 1.   Terms of Bonds of 2002 Series D............................................   13
              Release....................................................................   13
    Sec. 2.   Redemption of Bonds of 2002 Series D.......................................   13
    Sec. 3.   Redemption of Bonds of 2002 Series D in event of acceleration of Notes.....   13
    Sec. 4.   Form of Bonds of 2002 Series D.............................................   13
              Form of Trustee's Certificate..............................................   13
PART III. RECORDING AND FILING DATA......................................................   13
    Recording and Filing of Original Indenture...........................................   13
    Recording and Filing of Supplemental Indentures......................................   13
    Recording of Certificates of Provision for Payment...................................   13
PART IV. THE TRUSTEE.....................................................................   13
    Terms and Conditions of Acceptance of Trust by Trustee...............................   13
PART V. MISCELLANEOUS....................................................................   13
    Confirmation of Section 318(c) of Trust Indenture Act................................   13
    Execution in Counterparts............................................................   13
    Testimonium..........................................................................   13
    Execution............................................................................   13
    Acknowledgment of Execution by Company...............................................   13
    Acknowledgment of Execution by Trustee...............................................   13
    Affidavit as to Consideration and Good Faith.........................................   13
</TABLE>


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



                                        2

<PAGE>



PARTIES.                        SUPPLEMENTAL INDENTURE, dated as of the 1st day
                                of December, in the year 2002, between THE
                                DETROIT EDISON COMPANY, a corporation organized
                                and existing under the laws of the State of
                                Michigan and a public utility (hereinafter
                                called the "Company"), party of the first part,
                                and Bank One, National Association, a trust
                                company organized and existing under the laws of
                                the United States, having i a corporate trust
                                office at 153 W. 51st Street in the Borough of
                                Manhattan, The City and State of New York, as
                                successor Trustee under the Mortgage and Deed of
                                Trust hereinafter mentioned (hereinafter called
                                the "Trustee"), party of the second part.



ORIGINAL INDENTURE              WHEREAS, the Company has heretofore executed
AND SUPPLEMENTALS.              and delivered its Mortgage and Deed of Trust
                                (hereinafter referred to as the "Original
                                Indenture"), dated as of October 1, 1924, to the
                                Trustee, for the security of all bonds of the
                                Company outstanding thereunder, and pursuant to
                                the terms and provisions of the Original
                                Indenture, indentures dated as of, respectively,
                                June 1, 1925, August 1, 1927, February 1, 1931,
                                June 1, 1931, October 1, 1932, September 25,
                                1935, September 1, 1936, November 1, 1936,
                                February 1, 1940, December 1, 1940, September 1,
                                1947, March 1, 1950, November 15, 1951, January
                                15, 1953, May 1, 1953, March 15, 1954, May 15,
                                1955, August 15, 1957, June 1, 1959, December 1,
                                1966, October 1, 1968, December 1, 1969, July 1,
                                1970, December 15, 1970, June 15, 1971, November
                                15, 1971, January 15, 1973, May 1, 1974, October
                                1, 1974, January 15, 1975, November 1, 1975,
                                December 15, 1975, February 1, 1976, June 15,
                                1976, July 15, 1976, February 15, 1977, March 1,
                                1977, June 15, 1977, July 1, 1977, October 1,
                                1977, June 1, 1978, October 15, 1978, March 15,
                                1979, July 1, 1979, September 1, 1979, September
                                15, 1979, January 1, 1980, April 1, 1980, August
                                15, 1980, August 1, 1981, November 1, 1981, June
                                30, 1982, August 15, 1982, June 1, 1983, October
                                1, 1984, May 1, 1985, May 15, 1985, October 15,
                                1985, April 1, 1986, August 15, 1986, November
                                30, 1986, January 31, 1987, April 1, 1987,
                                August 15, 1987, November 30, 1987, June 15,
                                1989, July 15, 1989, December 1, 1989, February
                                15, 1990, November 1, 1990, April 1, 1991, May
                                1, 1991, May 15, 1991, September 1, 1991,
                                November 1, 1991, January 15, 1992, February 29,
                                1992, April 15, 1992, July 15, 1992, July 31,
                                1992, November 30, 1992, December 15, 1992,
                                January 1, 1993, March 1, 1993, March 15, 1993,
                                April 1, 1993, April 26, 1993, May 31, 1993,
                                June 30, 1993, June 30, 1993, September 15,
                                1993, March 1, 1994, June 15, 1994, August 15,
                                1994, December 1, 1994, August 1, 1995, August
                                1, 1999, August 15, 1999 and January 1, 2000,
                                April 15, 2000, August 1, 2000, March 15, 2001,
                                May 1, 2001, August 15, 2001, September 15,
                                2001, September 17, 2002 and October 15, 2002
                                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




                                       3

<PAGE>







ISSUE OF BONDS                  WHEREAS, the Indenture provides that said bonds
UNDER INDENTURE.                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 Ten
                                billion three hundred eighty-six million three
                                hundred seventy-two thousand dollars
                                ($10,386,372,000) have heretofore been issued
                                under the indenture as follows, viz:

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

                                       4


<PAGE>

                                 (21)   Bonds of           -- Principal Amount
                                        Series CC             $50,000,000,
                                 (22)   Bonds of           -- Principal Amount
                                        Series UU             100,000,000,
                              (23-31)   Bonds of           -- Principal Amount
                                        Series DDP            $14,305,000,
                                        Nos. 1-9
                              (32-45)   Bonds of           -- Principal Amount
                                        Series FFR            $45,600,000,
                                        Nos. 1-14
                              (46-67)   Bonds of           -- Principal Amount
                                        Series GGP            $42,300,000,
                                        Nos. 1-22
                                 (68)   Bonds of           -- Principal Amount
                                        Series HH             $50,000,000,
                              (69-90)   Bonds of           -- Principal Amount
                                        Series IIP            $3,750,000,
                                        Nos. 1-22
                              (91-98)   Bonds of           -- Principal Amount
                                        Series JJP            $6,850,000,
                                        Nos. 1-8
                             (99-107)   Bonds of           -- Principal Amount
                                        Series KKP            $34,890,000,
                                        Nos. 1-9
                            (108-122)   Bonds of           -- Principal Amount
                                        Series LLP            $8,850,000,
                                        Nos. 1-15
                            (123-143)   Bonds of           -- Principal Amount
                                        Series NNP            $47,950,000,
                                        Nos. 1-21
                            (144-161)   Bonds of           -- Principal Amount
                                        Series OOP            $18,880,000,
                                        Nos. 1-18
                            (162-180)   Bonds of           -- Principal Amount
                                        Series QQP            $13,650,000,
                                        Nos. 1-19
                            (181-195)   Bonds of           -- Principal Amount
                                        Series TTP            $3,800,000,
                                        Nos. 1-15
                                (196)   Bonds of 1980      -- Principal Amount
                                        Series A              $50,000,000,
                            (197-221)   Bonds of 1980      -- Principal Amount
                                        Series CP             $35,000,000,
                                        Nos. 1-25
                            (222-232)   Bonds of 1980      -- Principal Amount
                                        Series DP             $10,750,000,
                                        Nos. 1-11
                            (233-248)   Bonds of 1981      -- Principal Amount
                                        Series AP             124,000,000,
                                        Nos. 1-16
                                (249)   Bonds of 1985      -- Principal Amount
                                        Series A              $35,000,000,
                                (250)   Bonds of 1985      -- Principal Amount
                                        Series B              $50,000,000,
                                (251)   Bonds of           -- Principal Amount
                                        Series PP             $70,000,000,



                                       5

<PAGE>


                              (252)    Bonds of           -- Principal Amount
                                       Series RR             $70,000,000,
                              (253)    Bonds of           -- Principal Amount
                                       Series EE             $50,000,000,
                          (254-255)    Bonds of           -- Principal Amount
                                       Series MMP and        $5,430,000,
                                       MMP No. 2
                              (256)    Bonds of           -- Principal Amount
                                       Series T              $75,000,000,
                              (257)    Bonds of           -- Principal Amount
                                       Series U              $75,000,000,
                              (258)    Bonds of 1986      -- Principal Amount
                                       Series B              100,000,000,
                              (259)    Bonds of 1987      -- Principal Amount
                                       Series D              250,000,000,
                              (260)    Bonds of 1987      -- Principal Amount
                                       Series E              150,000,000,
                              (261)    Bonds of 1987      -- Principal Amount
                                       Series C              225,000,000,
                              (262)    Bonds of           -- Principal Amount
                                       Series V              100,000,000,
                              (263)    Bonds of           -- Principal Amount
                                       Series SS             150,000,000,
                              (264)    Bonds of 1980      -- Principal Amount
                                       Series B              100,000,000,
                              (265)    Bonds of 1986      -- Principal Amount
                                       Series C              200,000,000,
                              (266)    Bonds of 1986      -- Principal Amount
                                       Series A              200,000,000,
                              (267)    Bonds of 1987      -- Principal Amount
                                       Series B              175,000,000,
                              (268)    Bonds of           -- Principal Amount
                                       Series X              100,000,000,
                              (269)    Bonds of 1987      -- Principal Amount
                                       Series F              200,000,000,
                              (270)    Bonds of 1987      -- Principal Amount
                                       Series A              300,000,000,
                              (271)    Bonds of           -- Principal Amount
                                       Series Y              $60,000,000,
                              (272)    Bonds of           -- Principal Amount
                                       Series Z              100,000,000,
                              (273)    Bonds of 1989      -- Principal Amount
                                       Series A              300,000,000,
                              (274)    Bonds of 1984      -- Principal Amount
                                       Series AP             $2,400,000,
                              (275)    Bonds of 1984      -- Principal Amount
                                       Series BP             7,750,000,000,
                              (276)    Bonds of           -- Principal Amount
                                       Series R              100,000,000,
                              (277)    Bonds of           -- Principal Amount
                                       Series S              150,000,000,
                              (278)    Bonds of 1993      -- Principal Amount
                                       Series D              100,000,000,
                              (279)    Bonds of 1992      -- Principal Amount
                                       Series E              $50,000,000,


                                       6

<PAGE>

                                (280)   Bonds of 1993      -- Principal Amount
                                        Series B              $50,000,000,
                                (281)   Bonds of 1989      -- Principal Amount
                                        Series BP             $66,565,000,
                                (282)   Bonds of 1990      -- Principal Amount
                                        Series A              $194,649,000
                                (283)   Bonds of 1993      -- Principal Amount
                                        Series G              $225,000,000
                                (284)   Bonds of 1993      -- Principal Amount
                                        Series K              $160,000,000
                                (285)   Bonds of 1991      -- Principal Amount
                                        Series EP             $41,480,000
                                (286)   Bonds of 1993      -- Principal Amount
                                        Series H              $50,000,000
                                (287)   Bonds of 1999      -- Principal Amount
                                        Series D              $40,000,000
                                (288)   Bonds of 1991      -- Principal Amount
                                        Series FP             $98,375,000
                                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;

                                (289-294) 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 Ninety million four
                                hundred ninety thousand dollars ($90,490,000)
                                principal amount have heretofore been retired
                                and Eighty-nine million one hundred thousand
                                dollars ($89,100,000) principal amount are
                                outstanding at the date hereof;

                                (295) Bonds of 1990 Series B in the principal
                                amount of Two hundred fifty-six million nine
                                hundred thirty-two thousand dollars
                                ($256,932,000) of which One hundred twenty-three
                                million seven hundred and eight thousand dollars
                                ($123,708,000) principal amount have heretofore
                                been retired and One hundred thirty-three
                                million two hundred twenty-four thousand dollars
                                ($133,224,000) principal amount are outstanding
                                at the date hereof;

                                (296) Bonds of 1990 Series C in the principal
                                amount of Eighty-five million four hundred
                                seventy-five thousand dollars ($85,475,000) of
                                which Forty-four million four hundred
                                forty-seven thousand dollars ($44,447,000)
                                principal amount have heretofore been retired
                                and Forty-one million twenty eight thousand
                                dollars ($41,028,000) principal amount are
                                outstanding at the date hereof;

                                (297) 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;

                                (298) 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;


                                       7


<PAGE>



                                (299) 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;

                                (300) 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;

                                (301) 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;

                                (302) 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;

                                (303) Bonds of 1992 Series D in the principal
                                amount of Three hundred million dollars
                                ($300,000,000), of which Two hundred eighty
                                million forty-five thousand dollars
                                ($280,045,000) principal amount have heretofore
                                been retired and Nineteen million nine hundred
                                fifty-five thousand dollars ($19,955,000)
                                principal amount are outstanding at the date
                                hereof;

                                (304) 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;

                                (305) 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;

                                (306) Bonds of 1993 Series C in the principal
                                amount of Two hundred twenty-five million
                                dollars ($225,000,000), of which One hundred
                                fifty-five million eight hundred fifty thousand
                                dollars ($155,850,000) principal amount have
                                heretofore been retired and sixty-nine million
                                one hundred fifty thousand dollars ($69,150,000)
                                principal amount are outstanding at the date
                                hereof;

                                (307) Bonds of 1993 Series E in the principal
                                amount of Four hundred million dollars
                                ($400,000,000), of which Two hundred fifty-eight
                                million one hundred twenty-five thousand dollars
                                ($258,125,000) principal amount have heretofore
                                been retired and One hundred forty-one million
                                eight hundred seventy-five thousand dollars
                                ($141,875,000) principal amount are outstanding
                                at the date hereof;

                                (308) 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;


                                       8


<PAGE>



                                (309) Bonds of 1993 Series J in the principal
                                amount of Three hundred million dollars
                                ($300,000,000), of which One hundred
                                ninety-seven million three hundred ninety-five
                                thousand dollars ($197,395,000) principal amount
                                have heretofore been retired and One hundred two
                                million six hundred and five thousand dollars
                                ($102,605,000) principal amount are outstanding
                                at the date hereof;

                                (310) 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;

                                (311) 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;

                                (312) 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;

                                (313) 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;

                                (314) 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;



                                (315) 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;

                                (316) 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;

                                (317) 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;

                                (318) 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;

                                (319) 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;

                                (320) 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


                                       9


<PAGE>



                                (321) Bonds of 2000 Series A in the principal
                                amount of Two Hundred Twenty million dollars
                                ($220,000,000) of which One hundred twenty-three
                                million eight hundred ninety-five thousand
                                dollars ($123,895,000) principal amount have
                                heretofore been retired and Seventy-six million
                                one hundred five thousand dollars ($76,105,000)
                                principal amount are outstanding at the date
                                hereof;

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

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

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

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

                                (326) Bonds of 2001 Series D in the principal
                                amount of Two hundred million dollars
                                ($200,000,000) all of which are outstanding at
                                the date hereof;

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

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

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

                                accordingly, the Company has issued and has
                                presently outstanding Two billion nine hundred
                                seventy-eight million one hundred seventy-seven
                                thousand dollars ($2,978,177,000) aggregate
                                principal amount of its General and Refunding
                                Mortgage Bonds (the "Bonds") at the date hereof;
                                and



                                       10

<PAGE>




REASON FOR                      WHEREAS, the Company intends to issue two series
CREATION OF NEW                 of Notes under the Note Indenture herein
SERIES.                         referred to, and, pursuant to the Note
                                Indenture, in order to secure (a) its
                                obligations to XL Capital Assurance Inc., an
                                insurance company incorporated under the laws of
                                the State of New York ("XLCA"), under the
                                Insurance Agreement dated December 5, 2002 (the
                                "2002C Insurance Agreement") between the Company
                                and XLCA relating to the financial guaranty
                                insurance policy issued by XLCA with respect to
                                the Michigan Strategic Fund Limited Obligation
                                Revenue and Refunding Revenue Bonds (The Detroit
                                Edison Company Exempt Facilities Project),
                                Series 2002C (AMT) (the "2002C Bonds"), issued
                                under the Trust Indenture dated as of December
                                1, 2002 (the "2002C Bond Indenture") between
                                Michigan Strategic Fund and Bank One Trust
                                Company, National Association, as trustee, and
                                (b) its obligation to XLCA under the Insurance
                                Agreement dated December 5, 2002 (the "2002D
                                Insurance Agreement") between the Company and
                                XLCA relating to the financial guaranty
                                insurance policy issued by XLCA with respect to
                                the Michigan Strategic Fund Limited Obligation
                                Revenue and Refunding Revenue Bonds (The Detroit
                                Edison Company Exempt Facilities Project),
                                Series 2002D (Non-AMT) (the "2002D Bonds"),
                                issued under the Trust Indenture dated as of
                                December 1, 2002 (the "2002D Bond Indenture")
                                between Michigan Strategic Fund and Bank One
                                Trust Company, National Association, as trustee,
                                and the Company has agreed to issue its General
                                and Refunding Mortgage Bonds under the Indenture
                                in order further to secure its obligations with
                                respect to such Notes; and

BONDS TO BE 2002                WHEREAS, for such purpose the Company desires by
SERIES C AND 2002               this Supplemental Indenture to create two new
SERIES D.                       series of bonds, to be designated "General and
                                Refunding Mortgage Bonds, 2002 Series C" and
                                "General and Refunding Mortgage Bonds, 2002
                                Series D", respectively, in the aggregate
                                principal amount of sixty-four million three
                                hundred thousand dollars ($64,300,000) and
                                fifty-five million nine hundred seventy-five
                                thousand dollars ($55,975,000), respectively, to
                                be authenticated and delivered pursuant to
                                Section 8 of Article III of the Indenture; and

FURTHER ASSURANCE.              WHEREAS, the Original Indenture, by its terms,
                                includes in the property subject to the lien
                                thereof all of the estates and properties, real,
                                personal and mixed, rights, privileges and
                                franchises of every nature and kind and
                                wheresoever situate, then or thereafter owned or
                                possessed by or belonging to the Company or to
                                which it was then or at any time thereafter
                                might be entitled in law or in equity (saving
                                and excepting, however, the property therein
                                specifically excepted or released from the lien
                                thereof), and the Company therein covenanted
                                that it would, upon reasonable request, execute
                                and deliver such further instruments as may be
                                necessary or proper for the better assuring 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



                                       11


<PAGE>





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

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

CONSIDERATION FOR               NOW, THEREFORE, THIS INDENTURE WITNESSETH: That
SUPPLEMENTAL                    The Detroit Edison Company, in consideration of
INDENTURE.                      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 THIRTY-THIRD SERIES OF BONDS,
               GENERAL AND REFUNDING MORTGAGE BONDS, 2002 SERIES C






 TERMS OF BONDS OF                      SECTION 1. The Company hereby creates
 2002 SERIES C                  the three hundred thirty-third 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, 2002 Series C"
                                (elsewhere herein referred to as the "bonds of
                                2002 Series C"). The aggregate principal amount
                                of bonds of 2002 Series C shall be limited to
                                sixty-four million three hundred thousand
                                dollars ($64,300,000), except as provided in
                                Sections 7 and 13 of Article II of the Original
                                Indenture with respect to exchanges and
                                replacements of bonds.

                                         Subject to the release provisions set
                                forth below, each bond of 2002 Series C is to be
                                irrevocably assigned to, and registered in the
                                name of, Bank One Trust Company, National
                                Association, as trustee, or a successor trustee
                                (said trustee or any successor trustee being
                                hereinafter referred to as the "Note Indenture
                                Trustee"), under the collateral trust indenture,
                                dated as of June 30, 1993 (the "Note
                                Indenture"), as supplemented, between the Note
                                Indenture Trustee and the Company, to secure
                                payment of the Company's 5.45% Senior Notes due
                                2032 (for purposes of this Part, the "Notes").


                                       12


<PAGE>



                                         The bonds of 2002 Series C shall be
                                issued as registered bonds without coupons in
                                denominations of a multiple of $1,000. The bonds
                                of 2002 Series C shall be issued in the
                                aggregate principal amount of $64,300,000, shall
                                mature on December 15, 2032 (subject to earlier
                                redemption or release) and shall bear interest
                                at the rate of 5.45% per annum, payable
                                semiannually in arrears on June 15 and December
                                15 of each year (commencing June 15, 2003),
                                until the principal thereof shall have become
                                due and payable and thereafter until the
                                Company's obligation with respect to the payment
                                of said principal shall have been discharged as
                                provided in the Indenture.

                                         The bonds of 2002 Series C shall be
                                payable as to principal, premium, if any, and
                                interest as provided in the Indenture, but only
                                to the extent and in the manner herein provided.
                                The bonds of 2002 Series C shall be payable,
                                both as to principal and interest, at the office
                                or agency of the Company in the Borough of
                                Manhattan, The City and State of New York, in
                                any coin or currency of the United States of
                                America which at the time of payment is legal
                                tender for public and private debts.

                                         Except as provided herein, each bond of
                                2002 Series C shall be dated the date of its
                                authentication and interest shall be payable on
                                the principal represented thereby from the June
                                15 or December 15 next preceding the date
                                thereof to which interest has been paid on bonds
                                of 2002 Series C, 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
                                June 15, 2003, in which case interest shall be
                                payable from December 5, 2002.

                                         The bonds of 2002 Series C 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 may be appropriate and
                                desirable to indicate by such designation the
                                form, series and denomination of bonds of 2002
                                Series C). Until bonds of 2002 Series C 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 2002 Series C
                                in temporary form, as provided in Section 10 of
                                Article II of the Indenture. Temporary bonds of
                                2002 Series C, if any, may be printed and may be
                                issued in authorized denominations in
                                substantially the form of definitive bonds of
                                2002 Series C, 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.



                                       13

<PAGE>



                                         Interest on any bond of 2002 Series C
                                that is payable on any interest payment date and
                                is punctually paid or duly provided for shall be
                                paid to the person in whose name that bond, or
                                any previous bond to the extent evidencing the
                                same debt as that evidenced by that bond, is
                                registered at the close of business on the
                                regular record date for such interest, which
                                regular record date shall be the 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 2002 Series
                                C, 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
                                2002 Series C 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 2002 Series C 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 2002 Series C
                                not less than ten (10) days preceding such
                                subsequent record date, which subsequent record
                                date shall be at least five (5) days prior to
                                the payment date of such defaulted interest.

                                         Bonds of 2002 Series C shall not be
                                assignable or transferable except as may be set
                                forth under Section 405 of the Note Indenture or
                                in the supplemental indenture relating to the
                                Notes, or, subject to compliance with applicable
                                law, as may be involved in the course of the
                                exercise of rights and remedies consequent upon
                                an Event of Default under the Note Indenture.
                                Any such transfer shall be made upon surrender
                                thereof for cancellation at the office or agency
                                of the Company in the Borough of Manhattan, The
                                City and State of New York, together with a
                                written instrument of transfer (if so required
                                by the Company or by the Trustee) in form
                                approved by the Company duly executed by the
                                holder or by its duly authorized attorney. Bonds
                                of 2002 Series C shall in the same manner be
                                exchangeable for a like aggregate principal
                                amount of bonds of 2002 Series C upon the terms
                                and conditions specified herein and in Section 7
                                of Article II of the Indenture. The Company
                                waives its rights under Section 7 of Article II
                                of the Indenture not to make exchanges or
                                transfers of bonds of 2002 Series C during any
                                period of ten days next preceding any redemption
                                date for such bonds.

                                         Bonds of 2002 Series C, in definitive
                                and temporary form, may bear such legends as may
                                be necessary to comply with any law or with any
                                rules or regulations made pursuant thereto or as
                                may be specified in the Note Indenture.


                                       14


<PAGE>





                                         Upon payment of the principal or
                                premium, if any, or interest on the Notes,
                                whether at maturity or prior to maturity by
                                redemption or otherwise, or upon provision for
                                the payment thereof having been made in
                                accordance with Article V of the Note Indenture,
                                bonds of 2002 Series C in a principal amount
                                equal to the principal amount of such Notes,
                                shall, to the extent of such payment of
                                principal, premium or interest, be deemed fully
                                paid and the obligation of the Company
                                thereunder to make such payment shall forthwith
                                cease and be discharged, and, in the case of the
                                payment of principal and premium, if any, such
                                bonds shall be surrendered for cancellation or
                                presented for appropriate notation to the
                                Trustee.

                                         In the event the Company desires to
                                provide for the payment of bonds of 2002 Series
                                C, in lieu of defeasing such bonds in accordance
                                with the Indenture, it shall either redeem an
                                equal principal amount of 2002C Bonds or take
                                such action as shall be required by Section 2.04
                                of the 2002C Bond Indenture to defease an equal
                                principal amount of the 2002C Bonds. Pursuant to
                                Section 2.03(c) of the Note Indenture, such
                                redemption or defeasance shall result in the
                                discharge of the Company's obligation with
                                respect to such Notes and the cancellation
                                thereof which, in accordance with the preceding
                                paragraph, shall result in the discharge of the
                                Company's obligation with respect to the
                                applicable bonds of 2002 Series C and
                                cancellation thereof.

                                         Any amount payable by the Company in
                                respect of principal of bonds of 2002 Series C,
                                whether at maturity or prior to maturity by
                                redemption or upon acceleration or otherwise, in
                                a circumstance where there has not been a
                                corresponding payment of principal of 2002C
                                Bonds shall be applied simultaneously to the
                                redemption or defeasance of an equal principal
                                amount of 2002C Bonds in accordance with the
                                2002C Bond Indenture. In the event the amount so
                                paid is insufficient to provide for such
                                redemption or defeasance, the Company shall pay
                                such additional amount as shall be necessary to
                                make up for the deficiency.

RELEASE                                 From and after the Release Date (as
                                defined in the Note Indenture), the bonds of
                                2002 Series C shall be deemed fully paid,
                                satisfied and discharged and the obligation of
                                the Company thereunder shall be terminated. On
                                the Release Date, the bonds of 2002 Series C
                                shall be surrendered to and canceled by the
                                Trustee. The Company covenants and agrees that,
                                prior to the Release Date, it will not take any
                                action that would cause the outstanding
                                principal amount of the bonds of 2002 Series C
                                to be less than the then outstanding principal
                                amount of the Notes.


                                       15


<PAGE>










REDEMPTION OF                           SECTION 2. Bonds of 2002 Series C shall
BONDS OF 2002 SERIES             be redeemed on the respective dates and in the
C                               respective principal amounts which correspond to
                                the redemption dates for, and the principal
                                amounts to be redeemed of, the Notes.

                                         In the event the Company elects to
                                redeem any Notes prior to maturity in accordance
                                with the provisions of the Note Indenture and
                                the 2002C Insurance Agreement, the Company shall
                                on the same date redeem bonds of 2002 Series C
                                in principal amounts and at redemption prices
                                corresponding to the Notes so redeemed. The
                                Company agrees to give the Trustee notice of any
                                such redemption of bonds of 2002 Series C on the
                                same date as it gives notice of redemption of
                                Notes to the Note Indenture Trustee.


                                       16


<PAGE>





REDEMPTION OF                            SECTION 3. In the event of an Event of
BONDS OF 2002 SERIES            Default under the Note Indenture and the
C IN EVENT OF                   acceleration of all Notes, the bonds of 2002
ACCELERATION OF                 Series C shall be redeemable in whole upon
NOTES OR IN EVENT               receipt by the Trustee of a written demand
OF REDEMPTION OF                (hereinafter called a "Redemption Demand") from
NOTES UPON                      the Note Indenture Trustee stating that there
ACCELERATION OF                 has occurred under the Note Indenture both an
2002C BONDS                     Event of Default and a declaration of
                                acceleration of payment of principal, accrued
                                interest and premium, if any, on the Notes,
                                specifying the last date to which interest on
                                the Notes has been paid (such date being
                                hereinafter referred to as the "Initial Interest
                                Accrual Date") and demanding redemption of the
                                bonds of said series. In addition, in the event
                                of a required redemption of the Notes upon
                                demand of XLCA prior to the Release Date upon a
                                declaration of acceleration of the payment of
                                the 2002C Bonds, the bonds of 2002 Series C
                                shall be redeemable in whole upon receipt by the
                                Trustee of a Redemption Demand from the Note
                                Indenture Trustee stating that such redemption
                                of the Notes is required, stating that the
                                redemption price was not paid when due and
                                demanding redemption of the bonds of the 2002
                                Series C. The Trustee shall, within five days
                                after receiving such Redemption Demand, mail a
                                copy thereof to the Company marked to indicate
                                the date of its receipt by the Trustee. Promptly
                                upon receipt by the Company of such copy of a
                                Redemption Demand, the Company shall fix a date
                                on which it will redeem the bonds of said series
                                so demanded to be redeemed (hereinafter called
                                the "Demand Redemption Date"). Notice of the
                                date fixed as the Demand Redemption Date shall
                                be mailed by the Company to the Trustee at least
                                ten days prior to such Demand Redemption Date.
                                The date to be fixed by the Company as and for
                                the Demand Redemption Date may be any date up to
                                and including the earlier of (x) the 60th day
                                after receipt by the Trustee of the Redemption
                                Demand or (y) the maturity date of such bonds
                                first occurring following the 20th day after the
                                receipt by the Trustee of the Redemption Demand;
                                provided, however, that if the Trustee shall not
                                have received such notice fixing the Demand
                                Redemption Date on or before the 10th day
                                preceding the earlier of such dates, the Demand
                                Redemption Date shall be deemed to be the
                                earlier of such dates. The Trustee shall mail
                                notice of the Demand Redemption Date (such
                                notice being hereinafter called the "Demand
                                Redemption Notice") to the Note Indenture
                                Trustee not more than ten nor less than five
                                days prior to the Demand Redemption Date.

                                       17



<PAGE>



                                         Each bond of 2002 Series C shall be
                                redeemed by the Company on the Demand Redemption
                                Date therefore upon surrender thereof by the
                                Note Indenture Trustee to the Trustee at a
                                redemption price equal to the principal amount
                                thereof plus accrued interest thereon at the
                                rate specified for such bond from the Initial
                                Interest Accrual Date to the Demand Redemption
                                Date plus an amount equal to the aggregate
                                premium, if any, due and payable on such Demand
                                Redemption Date on all Notes; provided, however,
                                that in the event of a receipt by the Trustee of
                                a notice that, pursuant to Section 602 of the
                                Note Indenture, the Note Indenture Trustee has
                                terminated proceedings to enforce any right
                                under the Note Indenture, then any Redemption
                                Demand shall thereby be rescinded by the Note
                                Indenture Trustee, and no Demand Redemption
                                Notice shall be given, or, if already given,
                                shall be automatically annulled; but no such
                                rescission or annulment shall extend to or
                                affect any subsequent default or impair any
                                right consequent thereon.

                                         Anything herein contained to the
                                contrary notwithstanding, the Trustee is not
                                authorized to take any action pursuant to a
                                Redemption Demand and such Redemption Demand
                                shall be of no force or effect, unless it is
                                executed in the name of the Note Indenture
                                Trustee by its President or one of its Vice
                                Presidents.

 FORM OF BONDS OF                       SECTION 4. The bonds of 2002 Series C
 2002 SERIES C.                 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]

                           THE DETROIT EDISON COMPANY
                       GENERAL AND REFUNDING MORTGAGE BOND
                                  2002 SERIES C

                                         Notwithstanding any provisions hereof
                                or in the Indenture, this bond is not assignable
                                or transferable except as may be required to
                                effect a transfer to any successor trustee under
                                the Collateral Trust Indenture, dated as of June
                                30, 1993, as amended, and as further
                                supplemented as of December 1, 2002, between The
                                Detroit Edison Company and Bank One Trust
                                Company, National Association, as Note Trustee,
                                or, subject to compliance with applicable law,
                                as may be involved in the course of the exercise
                                of rights and remedies consequent upon an Event
                                of Default under said Indenture.

                                     $64,300,000                  No. R-1




                                       18


<PAGE>



                                         THE DETROIT EDISON COMPANY (hereinafter
                                called the "Company"), a corporation of the
                                State of Michigan, for value received, hereby
                                promises to pay to Bank One Trust Company,
                                National Association, as Note Trustee, or
                                registered assigns, at the Company's office or
                                agency in the Borough of Manhattan, The City and
                                State of New York, the principal sum of
                                Sixty-Four Million Three Hundred Thousand
                                Dollars ($64,300,000) in lawful money of the
                                United States of America on December 15, 2032
                                (subject to earlier redemption or release) and
                                interest thereon at the rate of 5.45% per annum,
                                in like lawful money, from December 5, 2002, and
                                after the first payment of interest on bonds of
                                this Series has been made or otherwise provided
                                for, from the most recent date to which interest
                                has been paid or otherwise provided for,
                                semi-annually on June 15 and December 15 of each
                                year (commencing June 15, 2003), until the
                                Company's obligation with respect to payment of
                                said principal shall have been discharged, all
                                as provided, to the extent and in the manner
                                specified in the Indenture hereinafter mentioned
                                on the reverse hereof and in the supplemental
                                indenture pursuant to which this bond has been
                                issued.

                                         Under a Collateral Trust Indenture,
                                dated as of June 30, 1993, as amended and as
                                further supplemented as of December 1, 2002
                                (hereinafter called the "Note Indenture"),
                                between the Company and Bank One Trust Company,
                                National Association, as Note Trustee
                                (hereinafter called the "Note Indenture
                                Trustee"), the Company has issued its 5.45%
                                Senior Notes due 2032 (the "Notes"). This bond
                                was originally issued to the Note Indenture
                                Trustee so as to secure the payment of the
                                Notes. Payments of principal of, or premium, if
                                any, or interest on, the Notes shall constitute
                                like payments on this bond as further provided
                                herein and in the supplemental indenture
                                pursuant to which this bond has been issued.

                                         The Notes were issued to XL Capital
                                Assurance Inc., an insurance company
                                incorporated under New York law ("XLCA"), to
                                secure the Company's obligations to XLCA under
                                that certain Insurance Agreement dated December
                                5, 2002 (the "Insurance Agreement") between the
                                Company and XLCA relating to Financial Guaranty
                                Insurance Policy No. CA00403A issued by XLCA
                                with respect to the Michigan Strategic Fund
                                Limited Obligation Revenue and Refunding Revenue
                                Bonds (The Detroit Edison Company Exempt
                                Facilities Project), Series 2002 C (AMT) (the
                                "2002C Bonds") which are issued under the Trust
                                Indenture dated as of December 1, 2002 (the
                                "2002C Bond Indenture") between Michigan
                                Strategic Fund and Bank One Trust Company,
                                National Association, as trustee



                                       19

<PAGE>



                                         Reference is hereby made to such
                                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 Bank One,
                                National Association, 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 by its Vice President and Treasurer,
                                with his manual or facsimile signatures, and its
                                corporate seal, or a facsimile thereof, to be
                                impressed or imprinted hereon and the same to be
                                attested by its Assistant Corporate Secretary by
                                manual or facsimile signature.

                                Dated:     THE DETROIT EDISON COMPANY

                                           By:__________________________________
                                                Vice President and Treasurer

                                [SEAL]

                                Attest:_______________________________
                                        Assistant Corporate Secretary


                                [FORM OF REVERSE OF BOND]



                                       20

<PAGE>



                                         This bond is one of an authorized issue
                                of bonds of the Company, unlimited as to amount
                                except as provided in the Indenture hereinafter
                                mentioned or any indentures supplemental
                                thereto, and is one of a series of General and
                                Refunding Mortgage Bonds known as 2002 Series C,
                                limited to an aggregate principal amount of
                                $64,300,000, except as otherwise provided in the
                                Indenture hereinafter mentioned. This bond and
                                all other bonds of said series are issued and to
                                be issued under, and are all equally and ratably
                                secured (except insofar as any sinking,
                                amortization, improvement or analogous fund,
                                established in accordance with the provisions of
                                the Indenture hereinafter mentioned, may afford
                                additional security for the bonds of any
                                particular series and except as provided in
                                Section 3 of Article VI of said Indenture) by an
                                Indenture, dated as of October 1, 1924, duly
                                executed by the Company to Bank One, National
                                Association, as successor in interest to Bankers
                                Trust Company, a corporation organized under the
                                laws of the Untied States, as Trustee, to which
                                Indenture and all indentures supplemental
                                thereto (including the Supplemental Indenture
                                dated as of December 1, 2002) 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 December 1, 2002, are hereinafter
                                collectively called the "Indenture"). As
                                provided in the Indenture, said bonds may be for
                                various principal sums and are issuable in
                                series, which may mature at different times, may
                                bear interest at different rates and may
                                otherwise vary as in said Indenture provided.
                                With the consent of the Company and to the
                                extent permitted by and as provided in the
                                Indenture, the rights and obligations of the
                                Company and of the holders of the bonds and the
                                terms and provisions of the Indenture, or of any
                                indenture supplemental thereto, may be modified
                                or altered in certain respects by affirmative
                                vote of at least eighty-five percent (85%) in
                                amount of the bonds then outstanding, and, if
                                the rights of one or more, but less than all,
                                series of bonds then outstanding are to be
                                affected by the action proposed to be taken,
                                then also be affirmative vote of at least
                                eighty-five percent (85%) in amount of the
                                series of bonds so to be affected (excluding in
                                every instance bonds disqualified from voting by
                                reason of the Company's interest therein as
                                specified in the Indenture); provided, however,
                                that, without the consent of the holder hereof,
                                no such modification or alteration shall, among
                                other things, affect the terms of payment of the
                                principal of or the interest on this bond, which
                                in those respects is unconditional.




                                       21
<PAGE>
                                         This bond is redeemable prior to the
                                Release Date upon the terms and conditions set
                                forth in the Indenture, including provision for
                                redemption upon demand of the Note Indenture
                                Trustee following the occurrence of an Event of
                                Default under the Note Indenture and the
                                acceleration of the principal of the Notes and
                                including provision for redemption upon demand
                                of the Note Indenture Trustee in the event of a
                                required redemption of the Notes following a
                                declaration of acceleration of the 2002C Bonds
                                and payment by XLCA of the accelerated principal
                                of the 2002C Bonds, such demand stating that
                                such redemption of the Notes is required,
                                stating that the redemption price thereof was
                                not paid when due and demanding redemption of
                                this bond.

                                         Under the Indenture, funds may be
                                deposited with the Trustee (which shall have
                                become available for payment), in advance of the
                                redemption date of any of the bonds of 2002
                                Series C (or portions thereof), in trust for the
                                redemption of such bonds (or portions thereof)
                                and the interest due or to become due thereon,
                                and thereupon all obligations of the Company in
                                respect of such bonds (or portions thereof) so
                                to be redeemed and such interest shall cease and
                                be discharged, and the holders thereof shall
                                thereafter be restricted exclusively to such
                                funds for any and all claims of whatsoever
                                nature on their part under the Indenture or with
                                respect to such bonds (or portions thereof) and
                                interest. In the event the Company desires to
                                provide for the payment of bonds of 2002 Series
                                C, in lieu of defeasing such bonds in accordance
                                with the Indenture, the Company shall either
                                redeem an equal principal amount of 2002C Bonds
                                or take such action as shall be required by the
                                2002C Bond Indenture to defease an equal
                                principal amount of 2002C Bonds.

                                         In case an event of default, as defined
                                in the Indenture, shall occur, the principal of
                                all the bonds issued thereunder may become or be
                                declared due and payable, in the manner, with
                                the effect and subject to the conditions
                                provided in the Indenture.

                                         Any amount payable by the Company in
                                respect of principal of bonds of 2002 Series C,
                                whether at maturity or prior to maturity by
                                redemption or otherwise, in a circumstance where
                                there has not been a corresponding payment of
                                principal of 2002C Bonds shall be applied
                                simultaneously to the redemption or defeasance
                                of an equal principal amount of 2002C Bonds in
                                accordance with the 2002C Bond Indenture.


                                       22
<PAGE>
                                         Upon payment of the principal of, or
                                premium, if any, or interest on, the Notes,
                                whether at maturity or prior to maturity by
                                redemption or otherwise or upon provision for
                                the payment thereof having been made in
                                accordance with Article V of the Note Indenture,
                                bonds of 2002 Series C in a principal amount
                                equal to the principal amount of such Notes, and
                                having both a corresponding maturity date and
                                interest rate shall, to the extent of such
                                payment of principal, premium or interest, be
                                deemed fully paid and the obligation of the
                                Company thereunder to make such payment shall
                                forthwith cease and be discharged, and, in the
                                case of the payment of principal and premium, if
                                any, such bonds of said series shall be
                                surrendered for cancellation or presented for
                                appropriate notation to the Trustee.

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

                                         From and after the Release Date (as
                                defined in the Note Indenture), the bonds of
                                2002 Series C shall be deemed fully paid,
                                satisfied and discharged and the obligation of
                                the Company thereunder shall be terminated. On
                                the Release Date, the bonds of 2002 Series C
                                shall be surrendered to and cancelled by the
                                Trustee. The Company covenants and agrees that,
                                prior to the Release Date, it will not take any
                                action that would cause the outstanding
                                principal amount of the bond of 2002 Series C to
                                be less than the then outstanding principal
                                amount of the Notes.


                                       23
<PAGE>
                                         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
                                art of the consideration for the issue hereof,
                                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                        This bond is one of the bonds, of the
CERTIFICATE.                    series designated therein, described in the
                                within-mentioned Indenture.

                                BANK ONE, NATIONAL ASSOCIATION as Trustee

                                By
                                   --------------------
                                    Authorized Officer



                                    PART II.
            CREATION OF THREE HUNDRED THIRTY-FOURTH SERIES OF BONDS,
               GENERAL AND REFUNDING MORTGAGE BONDS, 2002 SERIES D

TERMS OF BONDS OF                        SECTION 1. The Company hereby creates
2002 SERIES D.                  the three hundred thirty-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, 2002 Series D"
                                (elsewhere herein referred to as the "bonds of
                                2002 Series D"). The aggregate principal amount
                                of bonds of 2002 Series D shall be limited to
                                fifty-five million nine hundred seventy-five
                                dollars ($55,975,000), except as provided in
                                Sections 7 and 13 of Article II of the Original
                                Indenture with respect to exchanges and
                                replacements of bonds.


                                       24
<PAGE>
                                         Subject to the release provisions set
                                forth below, each bond of 2002 Series D is to be
                                irrevocably assigned to, and registered in the
                                name of, Bank One Trust Company, National
                                Association, as trustee, or a successor trustee
                                (said trustee or any successor trustee being
                                hereinafter referred to as the "Note Indenture
                                Trustee"), under the collateral trust indenture,
                                dated as of June 30, 1993 (the "Note
                                Indenture"), as supplemented, between the Note
                                Indenture Trustee and the Company, to secure
                                payment of the Company's 5.25% Senior Notes due
                                2032 (for purposes of this Part, the "Notes").

                                         The bonds of 2002 Series D shall be
                                issued as registered bonds without coupons in
                                denominations of a multiple of $1,000. The bonds
                                of 2002 Series D shall be issued in the
                                aggregate principal amount of $55,975,000, shall
                                mature on December 15, 2032 (subject to earlier
                                redemption or release) and shall bear interest
                                at the rate of 5.25% per annum, payable
                                semiannually in arrears on June 15 and December
                                15 of each year (commencing June 15, 2003),
                                until the principal thereof shall have become
                                due and payable and thereafter until the
                                Company's obligation with respect to the payment
                                of said principal shall have been discharged as
                                provided in the Indenture.

                                         The bonds of 2002 Series D shall be
                                payable as to principal, premium, if any, and
                                interest as provided in the Indenture, but only
                                to the extent and in the manner herein provided.
                                The bonds of 2002 Series D shall be payable,
                                both as to principal and interest, at the office
                                or agency of the Company in the Borough of
                                Manhattan, The City and State of New York, in
                                any coin or currency of the United States of
                                America which at the time of payment is legal
                                tender for public and private debts.

                                         Except as provided herein, each bond of
                                2002 Series D shall be dated the date of its
                                authentication and interest shall be payable on
                                the principal represented thereby from the June
                                15 or December 15 next preceding the date
                                thereof to which interest has been paid on bonds
                                of 2002 Series D, 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
                                June 15, 2003, in which case interest shall be
                                payable from December 5, 2002.


                                       25
<PAGE>
                                         The bonds of 2002 Series D, 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 may be appropriate and
                                desirable to indicate by such designation the
                                form, series and denomination of bonds of 2002
                                Series D). Until bonds of 2002 Series D 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 2002 Series D
                                in temporary form, as provided in Section 10 of
                                Article II of the Indenture. Temporary bonds of
                                2002 Series D, if any, may be printed and may be
                                issued in authorized denominations in
                                substantially the form of definitive bonds of
                                2002 Series D, 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 2002 Series D
                                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 2002 Series D, 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 2002 Series D 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 2002
                                Series D 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 2002 Series D not less than ten (10) days
                                preceding such subsequent record date, which
                                subsequent record date shall be at least five
                                (5) days prior to the payment date of such
                                defaulted interest.

                                         Bonds of 2002 Series D shall not be
                                assignable or transferable except as may be set
                                forth under Section 405 of the Note Indenture or
                                in the supplemental indenture relating to the
                                Notes, or, subject to compliance with applicable
                                law, as may be involved in the course of the
                                exercise of rights and remedies consequent upon
                                an Event of Default under the Note Indenture.
                                Any such transfer



                                       26
<PAGE>
                                shall be made upon surrender thereof for
                                cancellation at the office or agency of the
                                Company in the Borough of Manhattan, The City
                                and State of New York, together with a written
                                instrument of transfer (if so required by the
                                Company or by the Trustee) in form approved by
                                the Company duly executed by the holder or by
                                its duly authorized attorney. Bonds of 2002
                                Series D shall in the same manner be
                                exchangeable for a like aggregate principal
                                amount of bonds of 2002 Series D upon the terms
                                and conditions specified herein and in Section 7
                                of Article II of the Indenture. The Company
                                waives its rights under Section 7 of Article II
                                of the Indenture not to make exchanges or
                                transfers of bonds of 2002 Series D during any
                                period of ten days next preceding any redemption
                                date for such bonds.

                                         Bonds of 2002 Series D, in definitive
                                and temporary form, may bear such legends as may
                                be necessary to comply with any law or with any
                                rules or regulations made pursuant thereto or as
                                may be specified in the Note Indenture.

                                         Upon payment of the principal or
                                premium, if any, or interest on the Notes,
                                whether at maturity or prior to maturity by
                                redemption or otherwise, or upon provision for
                                the payment thereof having been made in
                                accordance with Article V of the Note Indenture,
                                bonds of 2002 Series D in a principal amount
                                equal to the principal amount of such Notes,
                                shall, to the extent of such payment of
                                principal, premium or interest, be deemed fully
                                paid and the obligation of the Company
                                thereunder to make such payment shall forthwith
                                cease and be discharged, and, in the case of the
                                payment of principal and premium, if any, such
                                bonds shall be surrendered for cancellation or
                                presented for appropriate notation to the
                                Trustee.

                                         In the event the Company desires to
                                provide for the payment of bonds of 2002 Series
                                D, in lieu of defeasing such bonds in accordance
                                with the Indenture, it shall either redeem an
                                equal principal amount of 2002D Bonds or take
                                such action as shall be required by Section 2.04
                                of the 2002D Bond Indenture to defease an equal
                                principal amount of the 2002D Bonds. Pursuant to
                                Section 2.03(c) of the Note Indenture, such
                                redemption or defeasance shall result in the
                                discharge of the Company's obligation with
                                respect to such Notes and the cancellation
                                thereof which, in accordance with the preceding
                                paragraph, shall result in the discharge of the
                                Company's obligation with respect to the
                                applicable bonds of 2002 Series D and
                                cancellation thereof.

                                         Any amount payable by the Company in
                                respect of principal of bonds of 2002 Series D,
                                whether at maturity or prior to maturity by
                                redemption or upon acceleration or otherwise, in
                                a circumstance where there has not been a
                                corresponding payment of principal of 2002D
                                Bonds shall



                                       27
<PAGE>
                                be applied simultaneously to the redemption or
                                defeasance of an equal principal amount of 2002D
                                Bonds in accordance with the 2002D Bond
                                Indenture. In the event the amount so paid is
                                insufficient to provide for such redemption or
                                defeasance, the Company shall pay such
                                additional amount as shall be necessary to make
                                up for the deficiency.

RELEASE.                                 From and after the Release Date (as
                                defined in the Note Indenture), the bonds of
                                2002 Series D shall be deemed fully paid,
                                satisfied and discharged and the obligation of
                                the Company thereunder shall be terminated. On
                                the Release Date, the bonds of 2002 Series D
                                shall be surrendered to and canceled by the
                                Trustee. The Company covenants and agrees that,
                                prior to the Release Date, it will not take any
                                action that would cause the outstanding
                                principal amount of the bonds of 2002 Series D
                                to be less than the then outstanding principal
                                amount of the Notes.

REDEMPTION OF                            SECTION 2. Bonds of 2002 Series D shall
BONDS OF 2002 SERIES            be redeemed on the respective dates and in the
D                               respective principal amounts which correspond to
                                the redemption dates for, and the principal
                                amounts to be redeemed of, the Notes.

                                         In the event the Company elects to
                                redeem any Notes prior to maturity in accordance
                                with the provisions of the Note Indenture and
                                2002 D Insurance Agreement, the Company shall on
                                the same date redeem bonds of 2002 Series D in
                                principal amounts and at redemption prices
                                corresponding to the Notes so redeemed. The
                                Company agrees to give the Trustee notice of any
                                such redemption of bonds of 2002 Series D on the
                                same date as it gives notice of redemption of
                                Notes to the Note Indenture Trustee.


                                       28
<PAGE>
REDEMPTION OF                            SECTION 3. In the event of an Event of
BONDS OF 2002 SERIES            Default under the Note Indenture and the
D IN EVENT OF                   acceleration of all Notes, the bonds of 2002
ACCELERATION OF                 Series D shall be redeemable in whole upon
NOTES OR IN EVENT               receipt by the Trustee of a written demand
OF REDEMPTION OF                (hereinafter called a "Redemption Demand") from
NOTES UPON                      the Note Indenture Trustee stating that there
ACCELERATION OF                 has occurred under the Note Indenture both an
2002C BONDS                     Event of Default and a declaration of
                                acceleration of payment of principal, accrued
                                interest and premium, if any, on the Notes,
                                specifying the last date to which interest on
                                the Notes has been paid (such date being
                                hereinafter referred to as the "Initial Interest
                                Accrual Date") and demanding redemption of the
                                bonds of said series. In addition, in the event
                                of a required redemption of the Notes upon
                                demand by XLCA prior to the Release Date upon a
                                declaration of acceleration of the 2002C Bonds
                                and payment by XLCA of the accelerated principal
                                of the 2002C Bonds, the bonds of 2002 Series D
                                shall be redeemable in whole upon receipt by the
                                Trustee of a Redemption Demand from the Note
                                Indenture Trustee stating that such redemption
                                of the Notes is required, stating that the
                                redemption price was not paid when due and
                                demanding redemption of the bonds of the 2002
                                Series D. The Trustee shall, within five days
                                after receiving such Redemption Demand, mail a
                                copy thereof to the Company marked to indicate
                                the date of its receipt by the Trustee. Promptly
                                upon receipt by the Company of such copy of a
                                Redemption Demand, the Company shall fix a date
                                on which it will redeem the bonds of said series
                                so demanded to be redeemed (hereinafter called
                                the "Demand Redemption Date"). Notice of the
                                date fixed as the Demand Redemption Date shall
                                be mailed by the Company to the Trustee at least
                                ten days prior to such Demand Redemption Date.
                                The date to be fixed by the Company as and for
                                the Demand Redemption Date may be any date up to
                                and including the earlier of (x) the 60th day
                                after receipt by the Trustee of the Redemption
                                Demand or (y) the maturity date of such bonds
                                first occurring following the 20th day after the
                                receipt by the Trustee of the Redemption Demand;
                                provided, however, that if the Trustee shall not
                                have received such notice fixing the Demand
                                Redemption Date on or before the 10th day
                                preceding the earlier of such dates, the Demand
                                Redemption Date shall be deemed to be the
                                earlier of such dates. The Trustee shall mail
                                notice of the Demand Redemption Date (such
                                notice being hereinafter called the "Demand
                                Redemption Notice") to the Note Indenture
                                Trustee not more than ten nor less than five
                                days prior to the Demand Redemption Date.


                                       29
<PAGE>
                                         Each bond of 2002 Series D shall be
                                redeemed by the Company on the Demand Redemption
                                Date therefore upon surrender thereof by the
                                Note Indenture Trustee to the Trustee at a
                                redemption price equal to the principal amount
                                thereof plus accrued interest thereon at the
                                rate specified for such bond from the Initial
                                Interest Accrual Date to the Demand Redemption
                                Date plus an amount equal to the aggregate
                                premium, if any, due and payable on such Demand
                                Redemption Date on all Notes; provided, however,
                                that in the event of a receipt by the Trustee of
                                a notice that, pursuant to Section 602 of the
                                Note Indenture, the Note Indenture Trustee has
                                terminated proceedings to enforce any right
                                under the Note Indenture, then any Redemption
                                Demand shall thereby be rescinded by the Note
                                Indenture Trustee, and no Demand Redemption
                                Notice shall be given, or, if already given,
                                shall be automatically annulled; but no such
                                rescission or annulment shall extend to or
                                affect any subsequent default or impair any
                                right consequent thereon.

                                         Anything herein contained to the
                                contrary notwithstanding, the Trustee is not
                                authorized to take any action pursuant to a
                                Redemption Demand and such Redemption Demand
                                shall be of no force or effect, unless it is
                                executed in the name of the Note Indenture
                                Trustee by its President or one of its Vice
                                Presidents.

FORM OF BONDS OF                         SECTION 4. The bonds of 2002 Series D
2002 SERIES D.                  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]

                           THE DETROIT EDISON COMPANY
                       GENERAL AND REFUNDING MORTGAGE BOND
                                  2002 SERIES D

                                         Notwithstanding any provisions hereof
                                or in the Indenture, this bond is not assignable
                                or transferable except as may be required to
                                effect a transfer to any successor trustee under
                                the Collateral Trust Indenture, dated as of June
                                30, 1993, as amended, and as further
                                supplemented as of December 1, 2002, between The
                                Detroit Edison Company and Bank One Trust
                                Company, National Association, as Note Trustee,
                                or, subject to compliance with applicable law,
                                as may be involved in the course of the exercise
                                of rights and remedies consequent upon an Event
                                of Default under said Indenture.

                                $55,975,000                          No. R-1






                                       30
<PAGE>
                                         THE DETROIT EDISON COMPANY (hereinafter
                                called the "Company"), a corporation of the
                                State of Michigan, for value received, hereby
                                promises to pay to Bank One Trust Company,
                                National Association, as Note Trustee, or
                                registered assigns, at the Company's office or
                                agency in the Borough of Manhattan, The City and
                                State of New York, the principal sum of
                                Fifty-Five Million Nine Hundred Seventy-Five
                                Thousand Dollars ($55,975,000) in lawful money
                                of the United States of America on December 15,
                                2032 (subject to earlier redemption or release)
                                and interest thereon at the rate of 5.25% per
                                annum, in like lawful money, from October 23,
                                2002, and after the first payment of interest on
                                bonds of this Series has been made or otherwise
                                provided for, from the most recent date to which
                                interest has been paid or otherwise provided
                                for, semi-annually on April 15 and October 15 of
                                each year (commencing April 15, 2003), until the
                                Company's obligation with respect to payment of
                                said principal shall have been discharged, all
                                as provided, to the extent and in the manner
                                specified in the Indenture hereinafter mentioned
                                on the reverse hereof and in the supplemental
                                indenture pursuant to which this bond has been
                                issued.

                                         Under a Collateral Trust Indenture,
                                dated as of June 30, 1993, as amended and as
                                further supplemented as of December 1, 2002
                                (hereinafter called the "Note Indenture"),
                                between the Company and Bank One Trust Company,
                                National Association, as Note Trustee
                                (hereinafter called the "Note Indenture
                                Trustee"), the Company has issued its 5.25%
                                Senior Notes due 2032 (the "Notes"). This bond
                                was originally issued to the Note Indenture
                                Trustee so as to secure the payment of the
                                Notes. Payments of principal of, or premium, if
                                any, or interest on, the Notes shall constitute
                                like payments on this bond as further provided
                                herein and in the supplemental indenture
                                pursuant to which this bond has been issued.

                                         The Notes were issued to XL Capital
                                Assurance Inc., an insurance company
                                incorporated under New York law ("XLCA"), to
                                secure the Company's obligations to XLCA under
                                that certain Insurance Agreement dated December
                                5, 2002 (the "Insurance Agreement") between the
                                Company and XLCA relating to Financial Guaranty
                                Insurance Policy No. CA00403B issued by XLCA
                                with respect to the Michigan Strategic Fund
                                Limited Obligation Revenue and Refunding Revenue
                                Bonds (The Detroit Edison Company Exempt
                                Facilities Project), Series 2002 D (AMT) (the
                                "2002C Bonds") which are issued under the Trust
                                Indenture dated as of December 1, 2002 (the
                                "2002C Bond Indenture") between Michigan
                                Strategic Fund and Bank One Trust Company,
                                National Association, as trustee


                                       31
<PAGE>
                                         Reference is hereby made to such
                                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 Bank One,
                                National Association, 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 by its Vice President and Treasurer,
                                with his manual or facsimile signatures, and its
                                corporate seal, or a facsimile thereof, to be
                                impressed or imprinted hereon and the same to be
                                attested by its Assistant Corporate Secretary by
                                manual or facsimile signature.

                                Dated:  THE DETROIT EDISON COMPANY

                                By:
                                    --------------------------------------------
                                            Vice President and Treasurer

                                [SEAL]

                                Attest:
                                       -----------------------------------------
                                         Assistant Corporate Secretary






                                       32
<PAGE>






                                        [FORM OF REVERSE OF BOND]















































                                       33
<PAGE>
                                         This bond is one of an authorized issue
                                of bonds of the Company, unlimited as to amount
                                except as provided in the Indenture hereinafter
                                mentioned or any indentures supplemental
                                thereto, and is one of a series of General and
                                Refunding Mortgage Bonds known as 2002 Series D,
                                limited to an aggregate principal amount of
                                $55,975,000, except as otherwise provided in the
                                Indenture hereinafter mentioned. This bond and
                                all other bonds of said series are issued and to
                                be issued under, and are all equally and ratably
                                secured (except insofar as any sinking,
                                amortization, improvement or analogous fund,
                                established in accordance with the provisions of
                                the Indenture hereinafter mentioned, may afford
                                additional security for the bonds of any
                                particular series and except as provided in
                                Section 3 of Article VI of said Indenture) by an
                                Indenture, dated as of October 1, 1924, duly
                                executed by the Company to Bank One, National
                                Association, as successor in interest to Bankers
                                Trust Company, a corporation organized under the
                                laws of the United States, as Trustee, to which
                                Indenture and all indentures supplemental
                                thereto (including the Supplemental Indenture
                                dated as of December 1, 2002) 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 December 1, 2002, are hereinafter
                                collectively called the "Indenture"). As
                                provided in the Indenture, said bonds may be for
                                various principal sums and are issuable in
                                series, which may mature at different times, may
                                bear interest at different rates and may
                                otherwise vary as in said Indenture provided.
                                With the consent of the Company and to the
                                extent permitted by and as provided in the
                                Indenture, the rights and obligations of the
                                Company and of the holders of the bonds and the
                                terms and provisions of the Indenture, or of any
                                indenture supplemental thereto, may be modified
                                or altered in certain respects by affirmative
                                vote of at least eighty-five percent (85%) in
                                amount of the bonds then outstanding, and, if
                                the rights of one or more, but less than all,
                                series of bonds then outstanding are to be
                                affected by the action proposed to be taken,
                                then also be affirmative vote of at least
                                eighty-five percent (85%) in amount of the
                                series of bonds so to be affected (excluding in
                                every instance bonds disqualified from voting by
                                reason of the Company's interest therein as
                                specified in the Indenture); provided, however,
                                that, without the consent of the holder hereof,
                                no such modification or alteration shall, among
                                other things, affect the terms of payment of the
                                principal of or the interest on this bond, which
                                in those respects is unconditional.





                                       34
<PAGE>
                                         This bond is redeemable prior to the
                                Release Date upon the terms and conditions set
                                forth in the Indenture, including provision for
                                redemption upon demand of the Note Indenture
                                Trustee following the occurrence of an Event of
                                Default under the Note Indenture and the
                                acceleration of the principal of the Notes and
                                including provision for redemption upon demand
                                of the Note Indenture Trustee in the vent of a
                                required redemption of the Notes following a
                                declaration of acceleration of the 2002C Bonds
                                and payment of XLCA of the accelerated principal
                                of the 2002C Bonds, such demand stating that
                                such redemption of the Notes is required,
                                stating that the redemption price was not paid
                                when due and demanding redemption of this bond.

                                         Under the Indenture, funds may be
                                deposited with the Trustee (which shall have
                                become available for payment), in advance of the
                                redemption date of any of the bonds of 2002
                                Series D (or portions thereof), in trust for the
                                redemption of such bonds (or portions thereof)
                                and the interest due or to become due thereon,
                                and thereupon all obligations of the Company in
                                respect of such bonds (or portions thereof) so
                                to be redeemed and such interest shall cease and
                                be discharged, and the holders thereof shall
                                thereafter be restricted exclusively to such
                                funds for any and all claims of whatsoever
                                nature on their part under the Indenture or with
                                respect to such bonds (or portions thereof) and
                                interest. In the event the Company desires to
                                provide for the payment of bonds of 2002 Series
                                D, in lieu of defeasing such bonds in accordance
                                with the Indenture, the Company shall either
                                redeem an equal principal amount of 2002D Bonds
                                or take such action as shall be required by the
                                2002D Bond Indenture to defease an equal
                                principal amount of 2002D Bonds

                                         In case an event of default, as defined
                                in the Indenture, shall occur, the principal of
                                all the bonds issued thereunder may become or be
                                declared due and payable, in the manner, with
                                the effect and subject to the conditions
                                provided in the Indenture.

                                         Any amount payable by the Company in
                                respect of principal of bonds of 2002 Series D,
                                whether at maturity or prior to maturity by
                                redemption or otherwise, in a circumstance where
                                there has not been a corresponding payment of
                                principal of 2002D Bonds shall be applied
                                simultaneously to the redemption or defeasance
                                of an equal principal amount of 2002D Bonds in
                                accordance with the 2002D Bond Indenture


                                       35
<PAGE>
                                         Upon payment of the principal of, or
                                premium, if any, or interest on, the Notes,
                                whether at maturity or prior to maturity by
                                redemption or otherwise or upon provision for
                                the payment thereof having been made in
                                accordance with Article V of the Note Indenture,
                                bonds of 2002 Series D in a principal amount
                                equal to the Principal amount of such Notes, and
                                having both a corresponding maturity date and
                                interest rate shall, to the extent of such
                                payment of Principal, premium or interest, be
                                deemed fully paid and the obligation of the
                                Company thereunder to make such payment shall
                                forthwith cease and be discharged, and, in the
                                case of the payment of Principal and premium, if
                                any, such bonds of said series shall be
                                surrendered for cancellation or presented for
                                appropriate notation to the Trustee.

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

                                         From and after the Release Date (as
                                defined in the Note Indenture), the bonds of
                                2002 Series D shall be deemed fully paid,
                                satisfied and discharged and the obligation of
                                the Company thereunder shall be terminated. On
                                the Release Date, the bonds of 2002 Series D
                                shall be surrendered to and cancelled by the
                                Trustee. The Company covenants and agrees that,
                                prior to the Release Date, it will not take any
                                action that would cause the outstanding
                                principal amount of the bond of 2002 Series D to
                                be less than the then outstanding principal
                                amount of the Notes.



                                       36
<PAGE>
                                         No recourse shall be had for the
                                payment of the principal of or the interest on
                                this bond, or for any claim based hereon or
                                otherwise in respect hereof or of the Indenture,
                                or of any indenture supplemental thereto,
                                against any incorporator, or against any past,
                                present or future stockholder, director or
                                officer, as such, of the Company, or of any
                                predecessor or successor corporation, either
                                directly or through the Company or any such
                                predecessor or successor corporation, whether
                                for amounts unpaid on stock subscriptions or by
                                virtue of any constitution, statute or rule of
                                law, or by the enforcement of any assessment or
                                penalty or otherwise howsoever; all such
                                liability being, by the acceptance hereof and as
                                part of the consideration for the issue hereof,
                                expressly waived and released by every holder or
                                owner hereof, as more fully Provided in the
                                Indenture.

                                [FORM OF TRUSTEE'S CERTIFICATE]

FORM OF TRUSTEE'S                        This bond is one of the bonds, of the
CERTIFICATE.                    series designated therein, described in the
                                within-mentioned Indenture.


                                Bank One, National
                                Association, as Trustee

                                By ____________________________
                                         Authorized Officer

                                        PART III.

                                    RECORDING AND FILING DATA

RECORDING AND                            The Original Indenture and indentures
FILING OF                       supplemental thereto have been recorded and/or
ORIGINAL                        filed and Certificates of Provision for Payment
INDENTURE.                      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.


                                       37
<PAGE>
RECORDING AND                            Pursuant to the terms and provisions of
FILING OF                       the Original Indenture, indentures supplemental
SUPPLEMENTAL                    thereto heretofore entered into have been
INDENTURES.                     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
          SUPPLEMENTAL                                                            IN
            INDENTURE                                 PURPOSE OF             SUPPLEMENTAL
           DATED AS OF                               SUPPLEMENTAL              INDENTURE
                                                      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          September 1, 1947
                                                  Additional
                                                  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 and          November 15, 1951
                                                  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          March 15, 1954
                                              Subject Properties
March 15, 1954(a)(c) ........................ Series N Bonds and          May 15, 1955
                                              Subject Properties
May 15, 1955(a)(c)                            Series O Bonds and          August 15, 1957
                                                  Subject Properties
August 15, 1957(a)(c) ....................... Series P Bonds              June 1, 1959
                                                  Additional
                                                  Provisions and
                                                  Subject Properties
June 1, 1959(a)(c) .......................... Series Q Bonds and          December 1, 1966
                                                  Subject Properties
December 1, 1966(a)(c) ...................... Series R Bonds              October 1, 1968
                                                  Additional
                                                  Provisions and
                                                  Subject Properties
</TABLE>



                                       38
<PAGE>
<TABLE>
<S>                                           <C>                         <C>
October 1, 1968(a)(c) ....................... Series S Bonds and          December 1, 1969
                                                  Subject Properties
December 1, 1969(a)(c) ...................... Series.T Bonds and          July 1, 1970
                                                  Subject Properties
July 1, 1970(c) ............................. Series.U Bonds and          December 15, 1970
                                                  Subject Properties
</TABLE>

<TABLE>
<CAPTION>
                                                                           RECORDED AND/OR
                                                                          FILED AS SET FORTH
          SUPPLEMENTAL                                                            IN
            INDENTURE                                 PURPOSE OF             SUPPLEMENTAL
           DATED AS OF                               SUPPLEMENTAL             INDENTURE
                                                      INDENTURE              DATED AS OF:
-------------------------------                       ---------           ------------------
<S>                                           <C>                         <C>
December 15, 1970(c) ........................ Series.V and                June 15, 1971
                                              Series W Bonds
June 15, 1971(c) ............................ Series.X Bonds and          November 15, 1971
                                              Subject Properties
November 15, 1971(c) ........................ Series.Y Bonds and          January 15, 1973
                                              Subject Properties
January 15, 1973(c) ......................... Series.Z Bonds and          May 1, 1974
                                              Subject Properties
May 1, 1974 ................................. Series.AA Bonds and         October 1, 1974
                                              Subject Properties
October 1, 1974 ............................. Series.BB Bonds and         January 15, 1975
                                              Subject Properties
January 15, 1975 ............................ Series.CC Bonds and         November 1, 1975
                                                  Subject Properties
November 1, 1975 ............................ Series.DDP Nos. 1-9         December 15, 1975
                                                  Bonds and Subject
                                                  Properties
December 15, 1975 ........................... Series.EE Bonds and         February 1, 1976
                                                  Subject Properties
February 1, 1976 ............................ Series FFR Nos. 1-13        June 15, 1976
                                                  Bonds
June 15, 1976 ............................... Series GGP Nos. 1-7         July 15, 1976
                                                  Bonds and Subject
                                                  Properties
July 15, 1976 ............................... Series HH Bonds and         February 15, 1977
                                                  Subject Properties
February 15, 1977 ........................... Series MMP Bonds and        March 1, 1977
                                                  Subject Properties
March 1, 1977 ............................... Series IIP Nos. 1-7         June 15, 1977
                                                  Bonds, Series 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           July 1, 1977
                                                  Bonds and
                                                  Subject Properties
July 1, 1977 ................................ Series NNP Nos. 1-7         October 1, 1977
                                                  Bonds and Subject
                                                  Properties
October 1, 1977 ............................. Series GGP Nos. 8-22        June 1, 1978
                                                  Bonds and
</TABLE>


                                       39
<PAGE>
<TABLE>
<S>                                           <C>                         <C>
                                                  Series OOP
                                                  Nos. 1-17 Bonds and
                                                  Subject Properties
</TABLE>

<TABLE>
<CAPTION>
                                                                           RECORDED AND/OR
                                                                          FILED AS SET FORTH
          SUPPLEMENTAL                                                            IN
            INDENTURE                                 PURPOSE OF             SUPPLEMENTAL
           DATED AS OF                               SUPPLEMENTAL              INDENTURE
                                                      INDENTURE              DATED AS OF:
-------------------------------                       ---------           ------------------
<S>                                           <C>                          <C>
June 1, 1978 ................................ Series PP Bonds,            October 15, 1978
                                                  Series QQP
                                                  Nos. 1-9 Bonds and
                                                  Subject Properties
October 15, 1978 ............................ Series RR Bonds and         March 15, 1979
                                                  Subject Properties
March 15, 1979 .............................. Series SS Bonds and         July 1, 1979
                                                  Subject Properties
July 1, 1979 ................................ Series IIP Nos. 8-22        September 1, 1979
                                                  Bonds, Series NNP
                                                  Nos. 8-21 Bonds
                                                  and Series TTP
                                                  Nos. 1-15 Bonds and
                                                  Subject Properties
September 1, 1979 ........................... Series JJP No. 8            September 15,
                                                  Bonds, Series KKP       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         April 1, 1980
                                                  and Subject
                                                  Properties
April 1, 1980 ............................... 1980 Series B Bonds         August 15, 1980
August 15, 1980 ............................. Series QQP Nos. 10-19       August 1, 1981
                                                  Bonds,
                                                  1980 Series CP
                                                  Nos. 1-12 Bonds
                                                  and 1980
                                                  Series DP
                                                  No. 1-11 Bonds
                                                  and Subject
                                                  Properties
August 1, 1981 .............................. 1980 Series CP              November 1, 1981
                                                  Nos. 13-25 Bonds
                                                  and Subject
                                                  Properties
November 1, 1981 ............................ 1981 Series AP              June 30, 1982
                                                  Nos. 1-12 Bonds
June 30, 1982 ............................... Article XIV                 August 15, 1982
</TABLE>



                                       40
<PAGE>
                                              Reconfirmation



<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>
August 15, 1982 ............................. 1981 Series AP              June 1, 1983
                                                  Nos. 13-14 and
                                                  Subject Properties
June 1, 1983 ................................ 1981 Series AP              October 1, 1984
                                                  Nos. 15-16 and
                                                  Subject Properties
October 1, 1984 ............................. 1984 Series AP and          May 1, 1985
                                                  1984 Series BP
                                                  Bonds and
                                                  Subject Properties
May 1, 1985 ................................. 1985 Series A Bonds         May 15, 1985
May 15, 1985 ................................ 1985 Series B Bonds         October 15, 1985
                                                  and Subject
                                                  Properties
October 15, 1985 ............................ Series KKP No. 9            April 1, 1986
                                                  Bonds and
                                                  Subject Properties
April 1, 1986 ............................... 1986 Series A and           August 15, 1986
                                                  Subject Properties
August 15, 1986 ............................. 1986 Series B and           November 30, 1986
                                                  Subject 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           August 15, 1987
                                                  1987 Series C
August 15, 1987 ............................. 1987 Series D and           November 30, 1987
                                                  1987 Series E 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       February 15, 1990
                                                  1989 Series BP
February 15, 1990 ........................... 1990 Series A, 1990         November 1, 1990
                                                  Series B, 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          May 15, 1991
                                              1991 Series CP
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
</TABLE>



                                       41
<PAGE>
<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>
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
November 30, 1992 ........................... 1992 Series E and           March 15, 1993
                                                  1993 Series D
December 15, 1992 ........................... Series KKP No. 14 and       March 15, 1992
                                                  1989 Series 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          September 15,
                                              1993 Series IP              1993
April 26, 1993 .............................. 1993 Series G and           September 15,
                                                  Amendment of            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       August 1, 1995
                                                  1994 Series DP
August 1, 1995 .............................. 1995 Series AP and          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.


                                       42
<PAGE>
RECORDING OF                    All the bonds of Series A which were issued
CERTIFICATES OF                 under the Original Indenture dated as of October
PROVISION FOR                   1, 1924, and of Series B, C, D, E, F, G, H, I,
PAYMENT.                        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, 1990 Series A, 1993 Series D, 1993
                                Series G and 1993 Series H 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, February 15,
                                1990, March 15, 1993, April 26, 1992 and
                                September 15, 1992 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 IV

                                THE TRUSTEE.

TERMS AND                       The Trustee hereby accepts the trust hereby
CONDITIONS OF                   declared and provided, and agrees to perform the
ACCEPTANCE OF                   same upon the terms and conditions in the
TRUST BY                        Original Indenture, as amended to date and as
TRUSTEE.                        supplemented by this Supplemental Indenture, and
                                in this Supplemental Indenture set forth, and
                                upon the following terms and conditions:




                                       43
<PAGE>
                                         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 V.

                                    MISCELLANEOUS.

CONFIRMATION OF                          Except to the extent specifically
SECTION 318(C) OF               therein, no provision of this supplemental
TRUST INDENTURE                 indenture or any future supplemental indenture
ACT.                            is intended to modify, and the parties do hereby
                                adopt and confirm, the provisions of Section
                                318(c) of the Trust Indenture Act which amend
                                and supersede provisions of the Indenture in
                                effect prior to November 15, 1990.

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

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


                                       44
<PAGE>
THE DETROIT EDISON COMPANY,

By:    /s/ J. F. Tompkins
    ----------------------------------------
Name:  J.F. Tompkins
Title: Assistant Treasurer

EXECUTION.        Attest:

                           /s/ Susan E. Riske
                  --------------------------------------------
                  Name: Susan E. Riske
                  Title: Assistant Corporate Secretary



Signed, sealed and delivered by
THE DETROIT EDISON COMPANY,


in the presence of



         /s/ Kathleen Hier
------------------------------------
Name: Kathleen Hier
         /s/ Wayne Ginste
------------------------------------
Name: Wayne Ginste


















                                       45
<PAGE>
STATE OF MICHIGAN
           SS.:

COUNTY OF WAYNE


Acknowledgement                 On this 2nd day of December, 2002, before me,
of Execution by                 the subscriber, a Notary Public within and for
Company                         of Michigan, personally appeared J.F. Tompkins,
                                to me personally known, who, being by me duly
                                sworn, did say that he does business at 2000 2nd
                                Avenue, Detroit, Michigan 48226 and is the
                                Assistant Treasurer of THE DETROIT EDISON
                                COMPANY, one of the corporations described in
                                and which executed the foregoing instrument;
                                that he knows the corporate seal of the said
                                corporation and that the seal affixed to said
                                instrument is the corporate seal of said
                                corporation; and that said instrument was signed
                                and sealed in behalf of said corporation by
                                authority of its Board of Directors and that he
                                subscribed his name thereto by like authority;
                                and said J.F. Tompkins acknowledged said
                                instrument to be the free act and deed of said
                                corporation.


(Notarial Seal)                 /s/ Christina R. Jacobson
                                -------------------------------
                                Christina R. Jacobson, Notary
                                Wayne County, MI
                                My Commission Expires 3/10/05






                                       46
<PAGE>
BANK ONE, NATIONAL ASSOCIATION,


(Corporate Seal)    By:    /s/ Janice Ott Rotunno
                        --------------------------------------
                        Name:   Janice Ott Rotunno
                        Title:  Vice President


Attest:
         /s/ G. N. Reaves
------------------------------------
Name: G.N. Reaves
Title: Vice President

Signed, sealed and delivered by

BANK ONE, NATIONAL ASSOCIATION,
in the presence of

         /s/ Leonard Gnat
------------------------------------
Name: Leonard Gnat

         /s/ Steven E. Charles
------------------------------------
Name: Steven E. Charles
















                                       47
<PAGE>
STATE OF ILLINOIS
              SS:

Acknowledgment of               On this 26th day of November, 2002, before me,
Execution by                    the subscriber, a Notary Public within and for
Trustee.                        the County of Cook, in the State of Illinois,
                                personally appeared Janice Ott Rotunno to me
                                personally known, who, being by me duly sworn,
                                did say that his business office is located at 1
                                Bank One Plaza, Chicago, Illinois 60670, and he
                                is Vice President of BANK ONE, NATIONAL
                                ASSOCIATION, one of the corporations described
                                in and which executed the foregoing instrument;
                                that he knows the corporate seal of the said
                                corporation and that the seal affixed to said
                                instrument is the corporate seal of said
                                corporation; and that said instrument was signed
                                and sealed in behalf of said corporation by
                                authority of its Board of Directors and that he
                                subscribed his name thereto by like authority;
                                and said Janice Ott Rotunno acknowledged said
                                instrument to be the free act and deed of said
                                corporation.



(Notarial Seal)                     /s/Rodney J. Harrington
                           ------------------------------------------
                           Notary Public, State of Illinois
                           No.
                           Qualified in Cook County
                           Commission Expires 06/06/2005













                                       48
<PAGE>
STATE OF MICHIGAN
                SS:
COUNTY OF WAYNE.

Affidavit as to Consideration and Good     J.F. Tompkins being duly sworn, says:
Faith.                                     that he is the Assistant Treasurer of
                                           THE DETROIT EDISON COMPANY, the
                                           Mortgagor named in the foregoing
                                           instrument, and that he has knowledge
                                           of the facts in regard to the making
                                           of said instrument and of the
                                           consideration therefor; that the
                                           consideration for said instrument was
                                           and is actual and adequate, and that
                                           the same was given in good faith for
                                           the purposes in such instrument set
                                           forth.


                                          /s/ J.F. Tompkins
                                    --------------------------------
                                    Name: J.F. Tompkins


         Sworn to before me this 2nd day of December, 2002

                  /s/ Christina R. Jacobson
         ----------------------------------------
         Christina R. Jacobson, Notary
         Wayne County, MI
         My Commission Expires:3/5/05
         (Notarial Seal)
























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