<PAGE>   1
                                                                   EXHIBIT 4-219

                                                                  CONFORMED COPY

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

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

                                                  AS TRUSTEE

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

                                   INDENTURE
                          Dated as of August 15, 1994

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

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

                                 PROVIDING FOR

                               (A) 1994 SERIES C

                                      AND

                         (B) RECORDING AND FILING DATA
<PAGE>   2
                                        i

                               TABLE OF CONTENTS*

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

<TABLE>
<CAPTION>
                                                                  PAGE
                                                                  ----
<S>                                                             <C>
PARTIES.....................................................        1
RECITALS
  Original Indenture and Supplemental.......................        1
  Issue of Bonds under Indenture............................        1
  Bonds heretofore issued...................................        1
  Reason for creation of new series.........................        5
  Bonds to be 1994 Series C.................................        5
  Further Assurance.........................................        5
  Authorization of Supplemental Indenture...................        5
  Consideration for Supplemental Indenture..................        5
                           PART I.
             CREATION OF THREE HUNDRED FIFTEENTH
                       SERIES OF BONDS
            GENERAL AND REFUNDING MORTGAGE BONDS,
                        1994 SERIES C
Sec. 1. Certain terms of Bonds of 1994 Series C.............        6
Sec. 2. Redemption of Bonds of 1994 Series C................        7
Sec. 3.Redemption of Bonds of 1994 Series C in event of
acceleration of
        Secured Notes 1994C.................................        8
Sec. 4. Form of Bonds of 1994 Series C......................        8
        Form of Trustee's Certificate.......................       13
                           PART II.
                  RECORDING AND FILING DATA
Recording and filing of Original Indenture..................       14
Recording and filing of Supplemental Indentures.............       14
Recording of Certificates of Provision for Payment..........       19
                         PART III.
                        THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee......       19
                          PART IV.
                       MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act.......       19
Execution in Counterparts...................................       19
Testimonium.................................................       20
Execution...................................................       20
Acknowledgment of execution by Company......................       20
Acknowledgment of execution by Trustee......................       21
Affidavit as to consideration and good faith................       22
</TABLE>

------------------------
* This Table of Contents shall not have any bearing upon the interpretation of
  any of the terms or provisions of this Indenture.
<PAGE>   3
                                        1

<TABLE>
<S>                      <C>
PARTIES.                 SUPPLEMENTAL INDENTURE, dated as of the fifteenth day of
                         August, in the year one thousand nine hundred and
                         ninety-four, between THE DETROIT EDISON COMPANY, a
                         corporation organized and existing under the laws of the
                         State of Michigan and a transmitting utility (hereinafter
                         called the "Company"), party of the first part, and BANKERS
                         TRUST COMPANY, a corporation organized and existing under
                         the laws of the State of New York, having its corporate
                         trust office at Four Albany Street, in the Borough of
                         Manhattan, The City and State of New York, as Trustee under
                         the Mortgage and Deed of Trust hereinafter mentioned
                         (hereinafter called the "Trustee"), party of the second
                         part.

ORIGINAL                 WHEREAS, the Company has heretofore executed and delivered
INDENTURE AND            its Mortgage and Deed of Trust (hereinafter referred to as
SUPPLEMENTALS.           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 and June 15, 1994 supplemental to the Original
                         Indenture, have heretofore been entered into between the
                         Company and the Trustee (the Original Indenture and all
                         indentures supplemental thereto together being hereinafter
                         sometimes referred to as the "Indenture"); and

ISSUE OF                 WHEREAS, the Indenture provides that said bonds shall be
BONDS UNDER              issuable in one or more series, and makes provision that the
INDENTURE.               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         WHEREAS, bonds in the principal amount of Eight billion
ISSUED.                  ninety-eight million five hundred seventy-seven thousand
                         dollars ($8,098,577,000) have heretofore been issued under
                         the indenture as follows, viz:
</TABLE>

<TABLE>
                        <C>        <S>                                <C>
                              (1)  Bonds of Series A                  -- Principal Amount $26,016,000,
                              (2)  Bonds of Series B                  -- Principal Amount $23,000,000,
                              (3)  Bonds of Series C                  -- Principal Amount $20,000,000,
                              (4)  Bonds of Series D                  -- Principal Amount $50,000,000,
                              (5)  Bonds of Series E                  -- Principal Amount $15,000,000,
                              (6)  Bonds of Series F                  -- Principal Amount $49,000,000,
                              (7)  Bonds of Series G                  -- Principal Amount $35,000,000,
                              (8)  Bonds of Series H                  -- Principal Amount $50,000,000,
                              (9)  Bonds of Series I                  -- Principal Amount $60,000,000,
                             (10)  Bonds of Series J                  -- Principal Amount $35,000,000,
                             (11)  Bonds of Series K                  -- Principal Amount $40,000,000,
</TABLE>
<PAGE>   4
                                        2
<TABLE>
                        <C>        <S>                                <C>
                             (12)  Bonds of Series L                  -- Principal Amount $24,000,000,
                             (13)  Bonds of Series M                  -- Principal Amount $40,000,000,
                             (14)  Bonds of Series N                  -- Principal Amount $40,000,000,
                             (15)  Bonds of Series O                  -- Principal Amount $60,000,000,
                             (16)  Bonds of Series P                  -- Principal Amount $70,000,000,
                             (17)  Bonds of Series Q                  -- Principal Amount $40,000,000,
                             (18)  Bonds of Series W                  -- Principal Amount $50,000,000,
                             (19)  Bonds of Series AA                 -- Principal Amount
                                                                      $100,000,000,
                             (20)  Bonds of Series BB                 -- Principal Amount $50,000,000,
                             (21)  Bonds of Series CC                 -- Principal Amount $50,000,000,
                             (22)  Bonds of Series UU                 -- Principal Amount
                                                                      $100,000,000,
                          (23-31)  Bonds of Series DDP Nos. 1-9       -- Principal Amount $14,305,000,
                          (32-45)  Bonds of Series FFR Nos. 1-14      -- Principal Amount $45,600,000,
                          (46-67)  Bonds of Series GGP Nos. 1-22      -- Principal Amount $42,300,000,
                             (68)  Bonds of Series HH                 -- Principal Amount $50,000,000,
                          (69-90)  Bonds of Series IIP Nos. 1-22      -- Principal Amount $3,750,000,
                          (91-98)  Bonds of Series JJP Nos. 1-8       -- Principal Amount $6,850,000,
                         (99-106)  Bonds of Series KKP Nos. 1-8       -- Principal Amount $14,890,000,
                        (107-121)  Bonds of Series LLP Nos. 1-15      -- Principal Amount $8,850,000,
                        (122-142)  Bonds of Series NNP Nos. 1-21      -- Principal Amount $47,950,000,
                        (143-160)  Bonds of Series OOP Nos. 1-18      -- Principal Amount $18,880,000,
                        (161-179)  Bonds of Series QQP Nos. 1-19      -- Principal Amount $13,650,000,
                        (180-194)  Bonds of Series TTP Nos. 1-15      -- Principal Amount $3,800,000,
                             (195) Bonds of 1980 Series A             -- Principal Amount $50,000,000,
                        (196-220)  Bonds of 1980 Series CP Nos. 1-25  -- Principal Amount $35,000,000,
                        (221-231)  Bonds of 1980 Series DP Nos. 1-11  -- Principal Amount $10,750,000,
                        (232-247)  Bonds of 1981 Series AP Nos. 1-16  -- Principal Amount
                                                                      $124,000,000,
                            (248)  Bonds of 1985 Series A             -- Principal Amount $35,000,000,
                            (249)  Bonds of 1985 Series B             -- Principal Amount $50,000,000,
                            (250)  Bonds of Series PP                 -- Principal Amount $70,000,000,
                            (251)  Bonds of Series RR                 -- Principal Amount $70,000,000,
                            (252)  Bonds of Series EE                 -- Principal Amount $50,000,000,
                        (253-254)  Bonds of Series MMP and MMP No. 2  -- Principal Amount $5,430,000,
                            (255)  Bonds of Series T                  -- Principal Amount $75,000,000,
                            (256)  Bonds of Series U                  -- Principal Amount $75,000,000,
                            (257)  Bonds of 1986 Series B             -- Principal Amount
                                                                      $100,000,000,
                            (258)  Bonds of 1987 Series D             -- Principal Amount
                                                                      $250,000,000,
                            (259)  Bonds of 1987 Series E             -- Principal Amount
                                                                      $150,000,000,
                            (260)  Bonds of 1987 Series C             -- Principal Amount
                                                                      $225,000,000,
                            (261)  Bonds of Series V                  -- Principal Amount
                                                                      $100,000,000,
                            (262)  Bonds of Series SS                 -- Principal Amount
                                                                      $150,000,000,
                            (263)  Bonds of 1980 Series B             -- Principal Amount
                                                                      $100,000,000,
                            (264)  Bonds of 1986 Series C             -- Principal Amount
                                                                      $200,000,000,
                            (265)  Bonds of 1986 Series A             -- Principal Amount
                                                                      $200,000,000,
                            (266)  Bonds of 1987 Series B             -- Principal Amount
                                                                      $175,000,000,
                            (267)  Bonds of Series X                  -- Principal Amount
                                                                      $100,000,000,
                            (268)  Bonds of 1987 Series F             -- Principal Amount
                                                                      $200,000,000,
                            (269)  Bonds of 1987 Series A             -- Principal Amount
                                                                      $300,000,000,
                            (270)  Bonds of Series Y                  -- Principal Amount $60,000,000,
                            (271)  Bonds of Series Z                  -- Principal Amount
                                                                      $100,000,000,
                            (272)  Bonds of 1989 Series A             -- Principal Amount
                                                                      $300,000,000,
</TABLE>

<TABLE>
<S>                     <C>
                        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;
</TABLE>
<PAGE>   5
                                        3
<TABLE>
<S>                     <C>
                        (273) Bonds of Series R in the principal amount of One
                        hundred million dollars ($100,000,000), all of which are
                        outstanding at the date hereof;

                        (274) Bonds of Series S in the principal amount of One
                        hundred fifty million dollars ($150,000,000), all of which
                        are outstanding at the date hereof;

                        (275-280) Bonds of Series KKP Nos. 9-14 in the principal
                        amount of One hundred ninety-three million two hundred
                        ninety thousand dollars ($193,290,000), all of which are
                        outstanding at the date hereof;

                        (281) Bonds of 1984 Series AP in the principal amount of Two
                        million four hundred thousand dollars ($2,400,000), all of
                        which are outstanding at the date hereof;

                        (282) Bonds of 1984 Series BP in the principal amount of
                        Seven million seven hundred fifty thousand dollars
                        ($7,750,000), all of which are outstanding at the date
                        hereof;

                        (283) Bonds of 1989 Series BP 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;

                        (284) Bonds of 1990 Series A in the principal amount of One
                        hundred ninety-four million six hundred forty-nine thousand
                        dollars ($194,649,000) of which Thirty-one million three
                        hundred ninety-five thousand dollars ($31,395,000) principal
                        amount have heretofore been retired and One hundred
                        sixty-three million two hundred fifty-four thousand dollars
                        ($163,254,000) principal amount are outstanding at the date
                        hereof;

                        (285) 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 Forty-seven million five
                        hundred eighty thousand dollars ($47,580,000) principal
                        amount have heretofore been retired and Two hundred nine
                        million three hundred fifty-two thousand dollars
                        ($209,352,000) principal amount are outstanding at the date
                        hereof;

                        (286) Bonds of 1990 Series C in the principal amount of
                        Eighty-five million four hundred seventy-five thousand
                        dollars ($85,475,000) of which Seventeen million ninety-
                        five thousand dollars ($17,095,000) principal amount have
                        heretofore been retired and Sixty-eight million three
                        hundred eighty thousand dollars ($68,380,000) principal
                        amount are outstanding at the date hereof;

                        (287) 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;

                        (288) 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;

                        (289) 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;

                        (290) 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;

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

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

                        (293) 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;
</TABLE>
<PAGE>   6
                                        4
<TABLE>
<S>                     <C>
                        (294) 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;

                        (295) Bonds of 1992 Series D in the principal amount of
                        Three hundred million dollars ($300,000,000), all of which
                        are outstanding at the date hereof;

                        (296) 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;

                        (297) Bonds of 1992 Series E in the principal amount of
                        Fifty million dollars ($50,000,000), all of which are
                        outstanding at the date hereof;

                        (298) 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;

                        (299) Bonds of 1993 Series C in the principal amount of Two
                        hundred twenty-five million dollars ($225,000,000), all of
                        which are outstanding at the date hereof;

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

                        (301) Bonds of 1993 Series E in the principal amount of Four
                        hundred million dollars ($400,000,000), all of which are
                        outstanding at the date hereof;
                        (302) Bonds of 1993 Series D in the principal amount of One
                        hundred million dollars ($100,000,000), all of which are
                        outstanding at the date hereof;
                        (303) 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;
                        (304) Bonds of 1993 Series G in the principal amount of Two
                        hundred twenty-five million dollars ($225,000,000), all of
                        which are outstanding at the date hereof;
                        (305) Bonds of 1993 Series J in the principal amount of
                        Three hundred million dollars ($300,000,000), all of which
                        are outstanding at the date hereof;
                        (306) 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;
                        (307) 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;
                        (308) Bonds of 1993 Series H in the principal amount of
                        Fifty million dollars ($50,000,000), all of which are
                        outstanding at the date hereof;
                        (309) Bonds of 1993 Series K in the principal amount of One
                        hundred sixty million dollars ($160,000,000), all of which
                        are outstanding at the date hereof;
                        (310) 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;
                        (311) 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;
                        and, accordingly, of the bonds so issued, three billion
                        three hundred forty-four million four hundred eighty-six
                        thousand dollars ($3,344,486,000) principal amount are out-
                        standing at the date hereof; and
</TABLE>
<PAGE>   7
                                        5

<TABLE>
<S>                      <C>
REASON FOR                 WHEREAS, the Company desires to provide funds to refund or
CREATION OF              replace funds utilized by the Company for the purpose of
NEW SERIES.              meeting (or replacing corporate funds utilized for such
                         purposes) debt refundings (including open market purchases
                         of such securities) and for this purpose intends to issue
                         and sell a new series of its debt securities entitled
                         "Remarketed Secured Notes 1994 Series C Due 2034"
                         (hereinafter referred to as "Secured Notes, 1994C"); and
                           WHEREAS, the Secured Notes, 1994C, will be issued from
                         time to time pursuant to a Collateral Trust Indenture, dated
                         as of June 30, 1993, as amended, and as further amended by a
                         Third Supplemental Indenture, dated as of August 15, 1994,
                         between the Company and Bankers Trust Company, as Note
                         Trustee (the Collateral Trust Indenture, as amended, and as
                         further amended by the Third Supplemental Note Indenture
                         ("Third Supplemental Note Indenture") being hereinafter
                         referred to as the "Note Indenture"); and
                           WHEREAS, pursuant to the Note Indenture the Company has
                         agreed to issue from time to time its General and Refunding
                         Mortgage Bonds under the Indenture in order further to
                         secure its obligations under the Note Indenture and with
                         respect to the Secured Notes, 1994C; and
                           WHEREAS, for such purposes the Company desires to issue a
                         new series of bonds to be issued under the Indenture and to
                         be authenticated and delivered pursuant to Section 8 of
                         Article III of the Indenture; and
BONDS TO BE                WHEREAS, the Company desires by this Supplemental
1994 SERIES C.           Indenture to create a new series of bonds, to be designated
                         "General and Refunding Mortgage Bonds, 1994 Series C"; and
FURTHER                    WHEREAS, the Original Indenture, by its terms, includes in
ASSURANCE.               the property subject to the lien thereof all of the estates
                         and properties, real, personal and mixed, rights, privileges
                         and franchises of every nature and kind and wheresoever
                         situate, then or thereafter owned or possessed by or
                         belonging to the Company or to which it was then or at any
                         time thereafter might be entitled in law or in equity
                         (saving and excepting, however, the property therein
                         specifically excepted or released from the lien thereof),
                         and the Company therein covenanted that it would, upon
                         reasonable request, execute and deliver such further
                         instruments as may be necessary or proper for the better
                         assuring and confirming unto the Trustee all or any part of
                         the trust estate, whether then or thereafter owned or
                         acquired by the Company (saving and excepting, however,
                         property specifically excepted or released from the lien
                         thereof); and
AUTHORIZATION              WHEREAS, the Company in the exercise of the powers and
OF SUPPLEMENTAL          authority conferred upon and reserved to it under and by
INDENTURE.               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              NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
FOR SUPPLEMENTAL         Detroit Edison Company, in consideration of the premises and
INDENTURE.               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:
</TABLE>
<PAGE>   8
                                        6

<TABLE>
<S>                      <C>
                                                   PART I.
                                     CREATION OF THREE HUNDRED FIFTEENTH
                                              SERIES OF BONDS.
                                    GENERAL AND REFUNDING MORTGAGE BONDS,
                                                1994 SERIES C

CERTAIN TERMS              SECTION 1. The Company hereby creates the Three hundred
OF BONDS OF              fifteenth series of bonds to be issued under and secured by
1994 SERIES C.           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, 1994
                         Series C" (elsewhere herein referred to as the "bonds of
                         1994 Series C"). The aggregate principal amount of bonds of
                         1994 Series C, which shall be issued from time to time,
                         shall be limited to Two hundred million dollars
                         ($200,000,000), except as provided in Sections 7 and 13 of
                         Article II of the Original Indenture with respect to
                         exchanges and replacements of bonds.

                           Pursuant to Section 401(b) of the Note Indenture, each
                         bond of 1994 Series C is to be irrevocably assigned to, and
                         registered in the name of, Bankers Trust Company, as
                         trustee, or a successor trustee (said trustee or any
                         successor trustee being hereinafter referred to as the "Note
                         Indenture Trustee"), under the Note Indenture between the
                         Note Indenture Trustee and the Company, to secure payment of
                         the Company's Secured Notes, 1994C.

                           The bonds of 1994 Series C shall be issued from time to
                         time as registered bonds without coupons in denominations of
                         a multiple of $100,000 in such principal amount as may be
                         set forth in a Certificate filed by the Company with the
                         Trustee. The bonds of 1994 Series C shall be issued in the
                         aggregate principal amount of $200,000,000, shall mature on
                         August 15, 2034 and shall bear interest at such rate or
                         rates not in excess of a maximum rate of 15% per annum
                         (unless such maximum rate shall be increased by resolution
                         of the Company's Board of Directors and set forth in an
                         additional Supplemental Indenture between the Company and
                         the Trustee) or such lesser amount as shall be provided for
                         in the Third Supplemental Note Indenture on such date or
                         dates provided for in the Third Supplemental Note Indenture
                         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 1994 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 1994 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 1994 Series C
                         shall be dated the date of its authentication and interest
                         shall be payable on the principal represented thereby as
                         provided in the Third Supplemental Note Indenture.

                           The bonds of 1994 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 denominations of
                         bonds of 1994 Series C). Until bonds of 1994 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 1994
                         Series C in temporary form, as provided in Section 10 of
                         Article II of the Indenture. Temporary bonds of 1994 Series
                         C, if any, may be printed and may be issued in authorized
                         denominations in substantially the form of definitive bonds
                         of 1994 Series C, but with such omissions, insertions and
                         variations as may be appropriate for temporary bonds, all as
                         may be determined by the Company.
</TABLE>
<PAGE>   9
                                        7
<TABLE>
<S>                      <C>
                           Bonds of 1994 Series C shall not be assignable or
                         transferable except as may be set forth under Section 405 of
                         the Note Indenture, 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
                         1994 Series C shall in the same manner be exchangeable for a
                         like aggregate principal amount of bonds of 1994 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 1994 Series
                         C, during any period of ten days next preceding any
                         redemption date for such bonds.

                           Bonds of 1994 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.

                           Upon payment of the principal or premium, if any, or
                         interest on the Secured Notes, 1994C, 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
                         1994 Series C in a principal amount equal to the principal
                         amount of such Secured Notes, 1994C, 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.

REDEMPTION                 SECTION 2. Bonds of 1994 Series C shall be redeemed on the
OF BONDS OF              respective dates and in the respective principal amounts
1994 SERIES C.           which correspond to the redemption dates for, and the
                         principal amounts to be redeemed of, the Secured Notes,
                         1994C.
                         In the event the Company elects to redeem any Secured Notes,
                         1994C prior to maturity in accordance with the provisions of
                         the Note Indenture, the Company shall on the same date
                         redeem bonds of 1994 Series C in principal amounts and at
                         redemption prices corresponding to the Secured Notes, 1994C
                         so redeemed. The Company agrees to give the Trustee notice
                         of any such redemption of bonds of 1994 Series C on the same
                         date as it gives notice of redemption of Secured Notes,
                         1994C to the Note Indenture Trustee.
</TABLE>
<PAGE>   10
                                        8
<TABLE>
<S>                      <C>
REDEMPTION                 SECTION 3. In the event of an Event of Default under the
OF BONDS OF 1994 SERIES  Note Indenture and the acceleration of all Secured Notes,
C IN EVENT OF            1994C, the bonds of 1994 Series C shall be redeemable in
ACCELERATION             whole upon receipt by the Trustee of a written demand
OF SECURED NOTES,        (hereinafter called a "Redemption Demand") from the Note
1994C.                   Indenture Trustee stating that there has occurred under the
                         Note Indenture both an Event of Default and a declaration of
                         acceleration of payment of principal, accrued interest and
                         premium, if any, on the Secured Notes, 1994C, specifying the
                         last date to which interest on the Secured Notes, 1994C has
                         been paid (such date being hereinafter referred to as the
                         "Initial Interest Accrual Date") and demanding redemption of
                         the bonds of said series. 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.

                           Each bond of 1994 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 Secured Notes, 1994C; provided, however, that in
                         the event of a receipt by the Trustee of a notice that,
                         pursuant to Section 613 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              SECTION 4. The bonds of 1994 Series C and the form of
OF 1994 SERIES C.        Trustee's Certificate to be endorsed on such bonds shall be
                         substantially in the following forms, respectively:
</TABLE>
<PAGE>   11
                                        9

<TABLE>
<S>                      <C>
                                            [FORM OF FACE OF BOND]

                                          THE DETROIT EDISON COMPANY
                                     GENERAL AND REFUNDING MORTGAGE BOND
                                      1994 SERIES C, DUE AUGUST 15, 2034

                           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 amended as of August 15, 1994,
                         between The Detroit Edison Company and Bankers Trust
                         Company, 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 Trust Indenture.

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

                           THE DETROIT EDISON COMPANY (hereinafter called the
                         "Company"), a corporation of the State of Michigan, for
                         value received, hereby promises to pay to Bankers Trust
                         Company, 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
                         dollars ($           ) in lawful money of the United States
                         of America on the date specified in the title hereof and
                         interest thereon on such date or dates provided for in a
                         Collateral Trust Indenture, dated as of June 30, 1993, as
                         amended (hereinafter called "Note Trust Indenture") and as
                         further amended by the Third Supplemental Note Indenture
                         dated as of August 15, 1994 (hereinafter called the "Third
                         Supplemental Note Trust Indenture"), between the Company and
                         Bankers Trust Company, as Note Trustee (hereinafter called
                         the "Note Indenture Trustee"). This bond of 1994 Series C
                         shall bear interest at a maximum rate of 15% per annum
                         (unless such maximum rate shall be increased by resolution
                         of the Company's Board of Directors and set forth in an
                         additional Supplemental Indenture between the Company and
                         the Trustee) or such lessor amount as shall be provided in
                         the Third Supplemental Note Trust Indenture on such date or
                         dates provided for in the Third Supplemental Note Trust
                         Indenture and thereafter 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.

                           Pursuant to Section 401(b) of the Note Trust Indenture,
                         this bond was originally issued to the Note Indenture
                         Trustee so as to secure the payment of the Company's
                         Remarketed Secured Notes, 1994 Series C Due 2034
                         (hereinafter referred to as "Secured Notes, 1994C").
                         Payments of principal of, or premium, if any, or interest
                         on, the Secured Notes, 1994C shall constitute like payments
                         on this bond as further provided herein and in the
                         supplemental indenture pursuant to which this bond has been
                         issued.

                           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 Bankers Trust Company, the Trustee under the
                         Indenture hereinafter mentioned on the reverse hereof, or
                         its successor thereunder, shall have signed the form of
                         certificate endorsed hereon.
</TABLE>
<PAGE>   12
                                        10
<TABLE>
<S>                      <C>
                           IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
                         this instrument to be executed by its Chairman of the Board
                         and its Vice President and Treasurer, with their manual or
                         facsimile signatures, and its corporate seal, or a facsimile
                         thereof, to be impressed or imprinted hereon and the same to
                         be attested by its Corporate Secretary or an Assistant
                         Corporate Secretary with his or her manual or facsimile
                         signature.
</TABLE>

<TABLE>
<S>                      <C>                                        <C>
                         Dated:                                     THE DETROIT EDISON COMPANY
                                                                    By ............................
                                                                        Chairman of the Board
                                                                    ............................
                                                                        Vice President
                         Attest:                                        and Treasurer
                         ............................
                         Assistant Corporate Secretary
</TABLE>
<PAGE>   13
                                        11

<TABLE>
<S>                      <C>
                                          [FORM OF REVERSE OF BOND]

                           This bond is one of an authorized issue of bonds of the
                         Company, unlimited as to amount except as provided in the
                         Indenture hereinafter mentioned or any indentures
                         supplemental thereto, and is one of a series of General and
                         Refunding Mortgage Bonds known as 1994 Series C, limited to
                         an aggregate principal amount of $200,000,000, except as
                         otherwise provided in the Indenture hereinafter mentioned.
                         This bond and all other bonds of said series are issued and
                         to be issued under, and are all equally and ratably secured
                         (except insofar as any sinking, amortization, improvement or
                         analogous fund, established in accordance with the
                         provisions of the Indenture hereinafter mentioned, may
                         afford additional security for the bonds of any particular
                         series and except as provided in Section 3 of Article VI of
                         said Indenture) by an Indenture, dated as of October 1,
                         1924, duly executed by the Company to Bankers Trust Company,
                         a corporation of the State of New York, as Trustee, to which
                         Indenture and all indentures supplemental thereto (including
                         the Supplemental Indenture dated as of August 15, 1994)
                         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 August 15, 1994, are
                         hereinafter collectively called the "Indenture"). As
                         provided in the Indenture, said bonds may be for various
                         principal sums and are issuable in series, which may mature
                         at different times, may bear interest at different rates and
                         may otherwise vary as in said Indenture provided. With the
                         consent of the Company and to the extent permitted by and as
                         provided in the Indenture, the rights and obligations of the
                         Company and of the holders of the bonds and the terms and
                         provisions of the Indenture, or of any indenture
                         supplemental thereto, may be modified or altered in certain
                         respects by affirmative vote of at least eighty-five percent
                         (85%) in amount of the bonds then outstanding, and, if the
                         rights of one or more, but less than all, series of bonds
                         then outstanding are to be affected by the action proposed
                         to be taken, then also by affirmative vote of at least
                         eighty-five percent (85%) in amount of the series of bonds
                         so to be affected (excluding in every instance bonds
                         disqualified from voting by reason of the Company's interest
                         therein as specified in the Indenture); provided, however,
                         that, without the consent of the holder hereof, no such
                         modification or alteration shall, among other things, affect
                         the terms of payment of the principal of or the interest on
                         this bond, which in those respects is unconditional.

                           This bond is redeemable 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 Trust
                         Indenture and the acceleration of the principal of the
                         Secured Notes, 1994C.

                           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 1994
                         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 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.
</TABLE>
<PAGE>   14
                                        12
<TABLE>
<S>                      <C>
                           Upon payment of the principal of, or premium, if any, or
                         interest on, the Secured Notes, 1994C provided for in the
                         Third Supplemental Trust Indenture, 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 IV of the Note Trust Indenture,
                         bonds of 1994 Series C in a principal amount equal to the
                         principal amount of such Secured Notes, 1994C 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 Trust Indenture, 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
                         Trust 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.

                           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.
</TABLE>
<PAGE>   15
                                        13
<TABLE>
<S>                      <C>
                                      [FORM OF TRUSTEE'S CERTIFICATE]

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

                                              BANKERS TRUST COMPANY,

                                                              as Trustee

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

<TABLE>
<S>                      <C>
                                                  PART II.
                                          RECORDING AND FILING DATA

RECORDING AND                The Original Indenture and indentures supplemental
FILING OF ORIGINAL       thereto have been recorded and/or filed and Certificates of
INDENTURE.               Provision for Payment have been recorded as hereinafter set
                         forth.
                             The Original Indenture has been recorded as a real
                         estate mortgage and filed as a chattel mortgage in the
                         offices of the respective Registers of Deeds of certain
                         counties in the State of Michigan as set forth in the
                         Supplemental Indenture dated as of September 1, 1947, has
                         been recorded as a real estate mortgage in the office of the
                         Register of Deeds of Genesee County, Michigan as set forth
                         in the Supplemental Indenture dated as of May 1, 1974, has
                         been filed in the Office of the Secretary of State of
                         Michigan on November 16, 1951 and has been filed and
                         recorded in the office of the Interstate Commerce Commission
                         on December 8, 1969.

RECORDING AND                Pursuant to the terms and provisions of the Original
FILING OF                Indenture, indentures supplemental thereto heretofore
SUPPLEMENTAL             entered into have been recorded as a real estate mortgage
INDENTURES.              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>

<TABLE>
<CAPTION>
                                                                                             RECORDED AND/OR
                                                                                          FILED AS SET FORTH IN
                                   SUPPLEMENTAL                      PURPOSE OF               SUPPLEMENTAL
                                    INDENTURE                       SUPPLEMENTAL                INDENTURE
                                   DATED AS OF                       INDENTURE                DATED AS OF:
                                   ------------                     ------------          ---------------------
                        <S>                                 <C>                           <C>
                        June 1, 1925(a)(b)................  Series B Bonds                February 1, 1940
                        August 1, 1927(a)(b)..............  Series C Bonds                February 1, 1940
                        February 1, 1931(a)(b)............  Series D Bonds                February 1, 1940
                        June 1, 1931(a)(b)................  Subject Properties            February 1, 1940
                        October 1, 1932(a)(b).............  Series E Bonds                February 1, 1940
                        September 25, 1935(a)(b)..........  Series F Bonds                February 1, 1940
                        September 1, 1936(a)(b)...........  Series G Bonds                February 1, 1940
                        November 1, 1936(a)(b)............  Subject Properties            February 1, 1940
                        February 1, 1940(a)(b)............  Subject Properties            September 1, 1947
                        December 1, 1940(a)(b)............  Series H Bonds and            September 1, 1947
                                                              Additional Provisions
                        September 1, 1947(a)(b)(c)........  Series I Bonds,               November 15, 1951
                                                              Subject Properties and
                                                              Additional Provisions
                        March 1, 1950(a)(b)(c)............  Series J Bonds                November 15, 1951
                                                              and Additional
                                                              Provisions
                        November 15, 1951(a)(b)(c)........  Series K Bonds                January 15, 1953
                                                              Additional Provisions and
                                                              Subject Properties
                        January 15, 1953(a)(b)............  Series L Bonds                May 1, 1953
                        May 1, 1953(a)....................  Series M Bonds                March 15, 1954
                                                              and Subject Properties
                        March 15, 1954(a)(c)..............  Series N Bonds                May 15, 1955
                                                              and Subject Properties
                        May 15, 1955(a)(c)................  Series O Bonds                August 15, 1957
                                                              and 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                December 1, 1966
                                                              and Subject Properties
                        December 1, 1966(a)(c)............  Series R Bonds                October 1, 1968
                                                              Additional Provisions and
                                                              Subject Properties
</TABLE>
<PAGE>   17
                                        15

<TABLE>
<CAPTION>
                                                                                             RECORDED AND/OR
                                                                                          FILED AS SET FORTH IN
                                   SUPPLEMENTAL                      PURPOSE OF               SUPPLEMENTAL
                                    INDENTURE                       SUPPLEMENTAL                INDENTURE
                                   DATED AS OF                       INDENTURE                DATED AS OF:
                                   ------------                     ------------          ---------------------
                        <S>                                 <C>                           <C>
                        October 1, 1968(a)(c).............  Series S Bonds                December 1, 1969
                                                              and Subject Properties
                        December 1, 1969(a)(c)............  Series T Bonds                July 1, 1970
                                                              and Subject Properties
                        July 1, 1970(c)...................  Series U Bonds                December 15, 1970
                                                              and Subject Properties
                        December 15, 1970(c)..............  Series V and                  June 15, 1971
                                                              Series W Bonds
                        June 15, 1971(c)..................  Series X Bonds                November 15, 1971
                                                              and Subject Properties
                        November 15, 1971(c)..............  Series Y Bonds                January 15, 1973
                                                              and Subject Properties
                        January 15, 1973(c)...............  Series Z Bonds                May 1, 1974
                                                              and Subject Properties
                        May 1, 1974.......................  Series AA Bonds               October 1, 1974
                                                              and Subject Properties
                        October 1, 1974...................  Series BB Bonds               January 15, 1975
                                                              and Subject Properties
                        January 15, 1975..................  Series CC Bonds               November 1, 1975
                                                              and Subject Properties
                        November 1, 1975..................  Series DDP Nos. 1-9 Bonds     December 15, 1975
                                                              and Subject Properties
                        December 15, 1975.................  Series EE Bonds               February 1, 1976
                                                              and Subject Properties
                        February 1, 1976..................  Series FFR Nos. 1-13 Bonds    June 15, 1976
                        June 15, 1976.....................  Series GGP Nos. 1-7 Bonds     July 15, 1976
                                                              and Subject Properties
                        July 15, 1976.....................  Series HH Bonds               February 15, 1977
                                                              and Subject Properties
                        February 15, 1977.................  Series MMP Bonds and Subject  March 1, 1977
                                                              Properties
                        March 1, 1977.....................  Series IIP Nos. 1-7 Bonds,    June 15, 1977
                                                              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 Bonds and   July 1, 1977
                                                              Subject Properties
                        July 1, 1977......................  Series NNP Nos. 1-7 Bonds     October 1, 1977
                                                              and Subject Properties
                        October 1, 1977...................  Series GGP Nos. 8-22 Bonds    June 1, 1978
                                                              and Series OOP Nos. 1-17
                                                              Bonds and Subject
                                                              Properties
                        June 1, 1978......................  Series PP Bonds,              October 15, 1978
                                                              Series QQP Nos. 1-9 Bonds
                                                              and Subject Properties
                        October 15, 1978..................  Series RR Bonds               March 15, 1979
                                                              and Subject Properties
                        March 15, 1979....................  Series SS Bonds               July 1, 1979
                                                              and Subject Properties
</TABLE>
<PAGE>   18
                                        16

<TABLE>
<CAPTION>
                                                                                             RECORDED AND/OR
                                                                                          FILED AS SET FORTH IN
                                   SUPPLEMENTAL                      PURPOSE OF               SUPPLEMENTAL
                                    INDENTURE                       SUPPLEMENTAL                INDENTURE
                                   DATED AS OF                       INDENTURE                DATED AS OF:
                                   ------------                     ------------          ---------------------
                        <S>                                 <C>                           <C>
                        July 1, 1979......................  Series IIP Nos. 8-22 Bonds,   September 1, 1979
                                                              Series NNP Nos. 8-21 Bonds
                                                              and Series TTP Nos. 1-15
                                                              Bonds and Subject
                                                              Properties
                        September 1, 1979.................  Series JJP No. 8 Bonds,       September 15, 1979
                                                              Series KKP No. 8 Bonds,
                                                              Series LLP Nos. 8-15
                                                              Bonds, Series MMP No. 2
                                                              Bonds and Series OOP No.
                                                              18 Bonds and Subject
                                                              Properties
                        September 15, 1979................  Series UU Bonds               January 1, 1980
                        January 1, 1980...................  1980 Series A Bonds and       April 1, 1980
                                                              Subject Properties
                        April 1, 1980.....................  1980 Series B Bonds           August 15, 1980
                        August 15, 1980...................  Series QQP Nos. 10-19 Bonds,  August 1, 1981
                                                              1980 Series CP Nos. 1-12
                                                              Bonds and 1980 Series DP
                                                              No. 1-11 Bonds and Subject
                                                              Properties
                        August 1, 1981....................  1980 Series CP Nos. 13-25     November 1, 1981
                                                              Bonds and Subject
                                                              Properties
                        November 1, 1981..................  1981 Series AP Nos. 1-12      June 30, 1982
                                                              Bonds
                        June 30, 1982.....................  Article XIV Reconfirmation    August 15, 1982
                        August 15, 1982...................  1981 Series AP Nos. 13-14     June 1, 1983
                                                              and Subject Properties
                        June 1, 1983......................  1981 Series AP Nos. 15-16     October 1, 1984
                                                              and Subject Properties
                        October 1, 1984...................  1984 Series AP and 1984       May 1, 1985
                                                              Series BP Bonds and
                                                              Subject Properties
                        May 1, 1985.......................  1985 Series A Bonds           May 15, 1985
                        May 15, 1985......................  1985 Series B Bonds and       October 15, 1985
                                                              Subject Properties
                        October 15, 1985..................  Series KKP No. 9 Bonds and    April 1, 1986
                                                              Subject Properties
                        April 1, 1986.....................  1986 Series A and Subject     August 15, 1986
                                                              Properties
                        August 15, 1986...................  1986 Series B and Subject     November 30, 1986
                                                              Properties
                        November 30, 1986.................  1986 Series C                 January 31, 1987
</TABLE>
<PAGE>   19
                                        17

<TABLE>
<CAPTION>
                                                                                             RECORDED AND/OR
                                                                                          FILED AS SET FORTH IN
                                   SUPPLEMENTAL                      PURPOSE OF               SUPPLEMENTAL
                                    INDENTURE                       SUPPLEMENTAL                INDENTURE
                                   DATED AS OF                       INDENTURE                DATED AS OF:
                                   ------------                     ------------          ---------------------
                        <S>                                 <C>                           <C>
                        January 31, 1987..................  1987 Series A                 April 1, 1987
                        April 1, 1987.....................  1987 Series B and 1987        August 15, 1987
                                                              Series C
                        August 15, 1987...................  1987 Series D and 1987        November 30, 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 1989    February 15, 1990
                                                              Series BP
                        February 15, 1990.................  1990 Series A, 1990 Series    November 1, 1990
                                                              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 1991       May 15, 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
                        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 1993        March 15, 1993
                                                              Series D
                        December 15, 1992.................  Series KKP No. 14 and 1989    March 15, 1992
                                                              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 1993       September 15, 1993
                                                              Series IP
                        April 26, 1993....................  1993 Series G and Amendment   September 15, 1993
                                                              of 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
</TABLE>

                 ------------------------------------------
                 (a) See Supplemental Indenture dated as of July 1, 1970 for
                     Interstate Commerce Commission filing and recordation
                     information.

                 (b) See Supplemental Indenture dated as of May 1, 1953 for
                     Secretary of State of Michigan filing information.

                 (c) See Supplemental Indenture dated as of May 1, 1974 for
                     County of Genesee, Michigan recording and filing
                     information.
<PAGE>   20
                                        18

<TABLE>
<S>                      <C>
RECORDING OF                 All the bonds of Series A which were issued under the
CERTIFICATES             Original Indenture dated as of October 1, 1924, and of
OF PROVISION             Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, W, Y,
FOR PAYMENT.             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. 1-8, 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, 1985 Series
                         A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP, MMP No. 2
                         and 1989 Series A 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, May 1, 1985, May 15, 1985, January
                         31, 1987, June 1, 1978, October 15, 1978, December 15, 1975,
                         February 15, 1977, September 1, 1979 and June 15, 1989 have
                         matured or have been called for redemption and funds
                         sufficient for such payment or redemption have been
                         irrevocably deposited with the Trustee for that purpose; and
                         Certificates of Provision for Payment have been recorded in
                         the offices of the respective Registers of Deeds of certain
                         counties in the State of Michigan, with respect to all bonds
                         of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP
                         Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP
                         No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
                                                  PART III.
                                                 THE TRUSTEE.
TERMS AND                    The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF            provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF            conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE.        as supplemented by this Supplemental Indenture, and in this
                         Supplemental Indenture set forth, and upon the following
                         terms and conditions:
                             The Trustee shall not be responsible in any manner
                         whatsoever for and in respect of the validity or sufficiency
                         of this Supplemental Indenture or the due execution hereof
                         by the Company or for or in respect of the recitals
                         contained herein, all of which recitals are made by the
                         Company solely.
                                                   PART IV.
                                                MISCELLANEOUS.
CONFIRMATION OF              Except to the extent specifically provided therein, no
SECTION 318(C) OF        provision of this supplemental indenture or any future
TRUST INDENTURE          supplemental indenture is intended to modify, and the
ACT                      parties do hereby adopt and confirm, the provisions of
                         Section 318(c) of the Trust Indenture Act which amend and
                         supercede provisions of the Indenture in effect prior to
                         November 15, 1990.
EXECUTION IN                 THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS.            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.
</TABLE>
<PAGE>   21
                                        19
<TABLE>
<S>                      <C>
TESTIMONIUM.                 IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND
                           BANKERS TRUST COMPANY HAVE CAUSED THESE PRESENTS TO BE
                         SIGNED IN THEIR RESPECTIVE CORPORATE NAMES BY THEIR
                         RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS, VICE
                         PRESIDENTS, ASSISTANT VICE PRESIDENTS, TREASURERS OR
                         ASSISTANT TREASURERS AND IMPRESSED WITH THEIR RESPECTIVE
                         CORPORATE SEALS, ATTESTED BY THEIR RESPECTIVE SECRETARIES OR
                         ASSISTANT SECRETARIES, ALL AS OF THE DAY AND YEAR FIRST
                         ABOVE WRITTEN.
</TABLE>

<TABLE>
<S>                      <C>                                              <C>
                                                                          THE DETROIT EDISON COMPANY,

                         (Corporate Seal)                                 By        /s/ C. C. ARVANI
                                                                             ----------------------------
                                                                                     C. C. Arvani
                                                                                  Assistant Treasurer

EXECUTION.               Attest:

                         /s/ RONALD J. GDOWSKI
                         ------------------------------------
                                  Ronald J. Gdowski
                            Assistant Corporate Secretary

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

                         /s/ JACK L. SOMERS
                         ------------------------------------
                                    Jack L. Somers

                         /s/ CATHY M. LEWIS
                         ------------------------------------
                                    Cathy M. Lewis
</TABLE>

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

ACKNOWLEDGMENT           On this 10th day of August, 1994, before me, the subscriber,
OF EXECUTION             a Notary Public within and for the County of Wayne, in the
BY COMPANY.              State of Michigan, personally appeared C. C. Arvani, to me
                         personally known, who, being by me duly sworn, did say that
                         he does business at 2000 Second 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 C. C. Arvani, acknowledged said
                         instrument to be the free act and deed of said corporation.
</TABLE>

<TABLE>
<S>                      <C>                                           <C>

                                                                                 /s/ JUDITH THUN
                                                                       ------------------------------------
                         (Notarial Seal)                                    Judith Thun, Notary Public
                                                                                 Wayne County, MI
                                                                       My Commission Expires March 4, 1995
</TABLE>
<PAGE>   22
                                        20

<TABLE>
<S>                      <C>                                              <C>
                                                                          BANKERS TRUST COMPANY,

                         (Corporate Seal)                                 By      /s/ ROBERT CAPORALE
                                                                              ---------------------------
                                                                                    Robert Caporale
                                                                                    Vice President
                         Attest:

                                 /s/ LISA MORRONE
                         --------------------------------
                                 M. Lisa Morrone
                             Assistant Vice President

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

                                /s/ MICHAEL WATERS
                         --------------------------------
                                  Michael Waters

                               /s/ DENISE MITCHELL
                         --------------------------------
                                 Denise Mitchell
</TABLE>

<TABLE>
<S>                      <C>                                           <C>

                                       STATE OF NEW YORK
                                             SS.:
                                      COUNTY OF NEW YORK
</TABLE>

<TABLE>
<S>                      <C>

ACKNOWLEDGMENT           On this 11th day of August, 1994, before me, the subscriber,
OF EXECUTION             a Notary Public within and for the County of New York, in
BY TRUSTEE.              the State of New York, personally appeared Robert Caporale,
                         to me personally known, who, being by me duly sworn, did say
                         that his business office is located at Four Albany Street,
                         New York, New York 10015, and he is Vice President of
                         BANKERS TRUST COMPANY, one of the corporations described in
                         and which executed the foregoing instrument; that he knows
                         the corporate seal of the said corporation and that the seal
                         affixed to said instrument is the corporate seal of said
                         corporation; and that said instrument was signed and sealed
                         in behalf of said corporation by authority of its Board of
                         Directors and that he subscribed his name thereto by like
                         authority; and said Robert Caporale acknowledged said
                         instrument to be the free act and deed of said corporation.
</TABLE>

<TABLE>
<S>                      <C>                                    <C>
                         (Notarial Seal)
                                                                                 /s/ KAREN MORENA
                                                                     ---------------------------------------
                                                                                  Karen J. Morena
                                                                         Notary Public, State of New York
                                                                                  No. 41-4991083
                                                                            Qualified in Queens County
                                                                            Commission Expires 1-21-96
                                                                       Certificate Filed in New York County
</TABLE>
<PAGE>   23
                                        21

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

<TABLE>
<S>                      <C>

AFFIDAVIT AS TO          C. C. Arvani, being duly sworn, says: that he is the
CONSIDERATION            Assistant Treasurer of THE DETROIT EDISON COMPANY, the
AND GOOD FAITH.          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.
</TABLE>

<TABLE>
<S>                      <C>                                              <C>
                                                                                          /s/ C. C. ARVANI
                                                                                            C. C. Arvani
                               Sworn to before me this 10th day of
                                           August, 1994

                                         /s/ Judith Thun
                                    Judith Thun, Notary Public
                                         Wayne County, MI
                               My Commission Expires March 4, 1995
                                         (Notarial Seal)
                          This instrument was drafted by Frances B. Rohlman, Esq., 2000 Second Avenue, Detroit, Michigan
                                                                       48226
</TABLE>