<PAGE>

                                                                     EXHIBIT 4.3

                                    INDENTURE

                            DATED AS OF APRIL 1, 2005

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

                           THE DETROIT EDISON COMPANY
                                (2000 2nd Avenue,
                            Detroit, Michigan 48226)

                                       TO

                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                  (SUCCESSOR TO BANK ONE, NATIONAL ASSOCIATION)
                  611 Woodward Avenue, Detroit, Michigan 48226

                                   AS TRUSTEE

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

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

                                 PROVIDING FOR

                    (A) GENERAL AND REFUNDING MORTGAGE BONDS,
                                 2005 SERIES AR,

                    (B) GENERAL AND REFUNDING MORTGAGE BONDS,
                                 2005 SERIES BR,

                                       AND

                          (C) RECORDING AND FILING DATA

<PAGE>

                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>                                                                                           <C>
PARTIES                                                                                         1
  Original Indenture and Supplementals.....................................................     1
  Issue of Bonds Under Indenture...........................................................     2
  Bonds Heretofore Issued..................................................................     2
  Reason for Creation of New Series........................................................     9
  Bonds to be 2005 Series AR and 2005 Series BR............................................    10
  Further Assurance........................................................................    10
  Authorization of Supplemental Indenture..................................................    10
  Consideration for Supplemental Indenture.................................................    11
PART I. CREATION OF THREE HUNDRED FORTY-FIRST SERIES OF
BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 2005 SERIES AR                                    11
  Sec. 1.  Terms of Bonds of 2005 Series AR................................................    11
           Release.........................................................................    14
  Sec. 2.  Redemption of Bonds of 2005 Series AR...........................................    14
  Sec. 3.  Redemption of Bonds of 2005 Series AR in event of acceleration of Notes.........    15
  Sec. 4.  Form of Bonds of 2005 Series AR.................................................    16
           Form of Trustee's Certificate                                                       18
PART II. CREATION OF THREE HUNDRED FORTY-SECOND SERIES OF BONDS. GENERAL AND REFUNDING
MORTGAGE BONDS, 2005 SERIES BR                                                                 21
  Sec. 1.  Terms of Bonds of 2005 Series BR................................................    21
           Release.........................................................................    24
  Sec. 2.  Redemption of Bonds of 2005 Series BR...........................................    25
  Sec. 3.  Redemption of Bonds of 2005 Series BR in event of acceleration of Notes.........    25
  Sec. 4.  Form of Bonds of 2005 Series BR.................................................    26
           Form of Trustee's Certificate...................................................    28
PART III. RECORDING AND FILING DATA                                                            31
  Recording and Filing of Original Indenture...............................................    31
  Recording and Filing of Supplemental Indentures..........................................    31
  Recording of Certificates of Provision for Payment.......................................    36
PART IV. THE TRUSTEE                                                                           37
  Terms and Conditions of Acceptance of Trust by Trustee...................................    37
PART V. MISCELLANEOUS                                                                          37
  Confirmation of Section 318(c) of Trust Indenture Act....................................    37
  Execution in Counterparts................................................................    37
  Testimonium..............................................................................    37
  Execution by The Detroit Edison Company..................................................    38
  Acknowledgment of Execution by Company...................................................    39
  Execution by Trustee.....................................................................    40
  Acknowledgment of Execution by Trustee...................................................    41
  Affidavit as to Consideration and Good Faith.............................................    42
</TABLE>

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

                                      (i)
<PAGE>

PARTIES.         SUPPLEMENTAL INDENTURE, dated as of the 1st day of April,
                 in the year 2005, between THE DETROIT EDISON COMPANY, a
                 corporation organized and existing under the laws of the State
                 of Michigan and a public utility (hereinafter called the
                 "Company"), party of the first part, and J.P. Morgan Trust
                 Company, National Association (successor to Bank One,
                 National Association), a trust company organized and existing
                 under the laws of the United States, having a corporate trust
                 office at 611 Woodward Avenue, Detroit, Michigan 48226, as
                 successor Trustee under the Mortgage and Deed of Trust
                 hereinafter mentioned (hereinafter called the "Trustee"), party
                 of the second part.

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

                                        1
<PAGE>

                 15, 2000, August 1, 2000, March 15, 2001, May 1, 2001, August
                 15, 2001, September 15, 2001, September 17, 2002, October 15,
                 2002, December 1, 2002, August 1, 2003, March 15, 2004, July
                 1, 2004 and February 1, 2005 supplemental to the Original
                 Indenture, have heretofore been entered into between the
                 Company and the Trustee (the Original Indenture and all
                 indentures supplemental thereto together being hereinafter
                 sometimes referred to as the "Indenture"); and

ISSUE OF BONDS   WHEREAS, the Indenture provides that said bonds shall be
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            WHEREAS, bonds in the principal amount of Eleven billion two
HERETOFORE       hundred twenty-three million six hundred twenty-seven thousand
ISSUED.          ($11,223,627,000) have heretofore been issued under the
                 Indenture as follows, viz:

(1)         Bonds of Series A                 --  Principal Amount $26,016,000,

(2)         Bonds of Series B                 --  Principal Amount $23,000,000,

(3)         Bonds of Series C                 --  Principal Amount $20,000,000,

(4)         Bonds of Series D                 --  Principal Amount $50,000,000,

(5)         Bonds of Series E                 --  Principal Amount $15,000,000,

(6)         Bonds of Series F                 --  Principal Amount $49,000,000,

(7)         Bonds of Series G                 --  Principal Amount $35,000,000,

(8)         Bonds of Series H                 --  Principal Amount $50,000,000,

(9)         Bonds of Series I                 --  Principal Amount $60,000,000,

                                        2
<PAGE>

(10)        Bonds of Series J                 --  Principal Amount $35,000,000,

(11)        Bonds of Series K                 --  Principal Amount $40,000,000,

(12)        Bonds of Series L                 --  Principal Amount $24,000,000,

(13)        Bonds of Series M                 --  Principal Amount $40,000,000,

(14)        Bonds of Series N                 --  Principal Amount $40,000,000,

(15)        Bonds of Series O                 --  Principal Amount $60,000,000,

(16)        Bonds of Series P                 --  Principal Amount $70,000,000,

(17)        Bonds of Series Q                 --  Principal Amount $40,000,000,

(18)        Bonds of Series W                 --  Principal Amount $50,000,000,

(19)        Bonds of Series AA                --  Principal Amount $100,000,000,

(20)        Bonds of Series BB                --  Principal Amount $50,000,000,

(21)        Bonds of Series CC                --  Principal Amount $50,000,000,

(22)        Bonds of Series UU                --  Principal Amount $100,000,000,

(23-31)     Bonds of Series DDP Nos. 1-9      --  Principal Amount $14,305,000,

(32-45)     Bonds of Series FFR Nos. 1-14     --  Principal Amount $45,600,000,

(46-67)     Bonds of Series GGP Nos. 1-22     --  Principal Amount $42,300,000,

(68)        Bonds of Series HH                --  Principal Amount $50,000,000,

(69-90)     Bonds of Series IIP Nos. 1-22     --  Principal Amount $3,750,000,

(91-98)     Bonds of Series JJP Nos. 1-8      --  Principal Amount $6,850,000,

(99-107)    Bonds of Series KKP Nos. 1-9      --  Principal Amount $34,890,000,

(108-122)   Bonds of Series LLP Nos. 1-15     --  Principal Amount $8,850,000,

(123-143)   Bonds of Series NNP Nos. 1-21     --  Principal Amount $47,950,000,

                                        3
<PAGE>

(144-161)   Bonds of Series OOP Nos. 1-18     --  Principal Amount $18,880,000,

(162-180)   Bonds of Series QQP Nos. 1-19     --  Principal Amount $13,650,000,

(181-195)   Bonds of Series TTP Nos. 1-15     --  Principal Amount $3,800,000,

(196)       Bonds of 1980 Series A            --  Principal Amount $50,000,000,

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

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

(233-248)   Bonds of 1981 Series AP           --  Principal Amount $124,000,000,
            Nos. 1-16

(249)       Bonds of 1985 Series A            --  Principal Amount $35,000,000,

(250)       Bonds of 1985 Series B            --  Principal Amount $50,000,000,

(251)       Bonds of Series PP                --  Principal Amount $70,000,000,

(252)       Bonds of Series RR                --  Principal Amount $70,000,000,

(253)       Bonds of Series EE                --  Principal Amount $50,000,000,

(254-255)   Bonds of Series MMP and           --  Principal Amount $5,430,000,
            MMP No. 2

(256)       Bonds of Series T                 --  Principal Amount $75,000,000,

(257)       Bonds of Series U                 --  Principal Amount $75,000,000,

(258)       Bonds of 1986 Series B            --  Principal Amount $100,000,000,

(259)       Bonds of 1987 Series D            --  Principal Amount $250,000,000,

(260)       Bonds of 1987 Series E            --  Principal Amount $150,000,000,

(261)       Bonds of 1987 Series C            --  Principal Amount $225,000,000,

(262)       Bonds of Series V                 --  Principal Amount $100,000,000,

                                        4
<PAGE>

(263)       Bonds of Series SS                --  Principal Amount $150,000,000,

(264)       Bonds of 1980 Series B            --  Principal Amount $100,000,000,

(265)       Bonds of 1986 Series C            --  Principal Amount $200,000,000,

(266)       Bonds of 1986 Series A            --  Principal Amount $200,000,000,

(267)       Bonds of 1987 Series B            --  Principal Amount $175,000,000,

(268)       Bonds of Series X                 --  Principal Amount $100,000,000,

(269)       Bonds of 1987 Series F            --  Principal Amount $200,000,000,

(270)       Bonds of 1987 Series A            --  Principal Amount $300,000,000,

(271)       Bonds of Series Y                 --  Principal Amount $60,000,000,

(272)       Bonds of Series Z                 --  Principal Amount $100,000,000,

(273)       Bonds of 1989 Series A            --  Principal Amount $300,000,000,

(274)       Bonds of 1984 Series AP           --  Principal Amount $2,400,000,

(275)       Bonds of 1984 Series BP           --  Principal Amount $7,750,000,

(276)       Bonds of Series R                 --  Principal Amount $100,000,000,

(277)       Bonds of Series S                 --  Principal Amount $150,000,000,

(278)       Bonds of 1993 Series D            --  Principal Amount $100,000,000,

(279)       Bonds of 1992 Series E            --  Principal Amount $50,000,000,

(280)       Bonds of 1993 Series B            --  Principal Amount $50,000,000,

(281)       Bonds of 1989 Series BP           --  Principal Amount $66,565,000,

(282)       Bonds of 1990 Series A            --  Principal Amount $194,649,000,

(283)       Bonds of 1993 Series G            --  Principal Amount $225,000,000,

                                        5
<PAGE>

(284)       Bonds of 1993 Series K            --  Principal Amount $160,000,000,

(285)       Bonds of 1991 Series EP           --  Principal Amount $41,480,000,

(286)       Bonds of 1993 Series H            --  Principal Amount $50,000,000,

(287)       Bonds of 1999 Series D            --  Principal Amount $40,000,000,

(288)       Bonds of 1991 Series FP           --  Principal Amount $98,375,000,

(289)       Bonds of 1992 Series BP           --  Principal Amount $20,975,000,

(290)       Bonds of 1992 Series D            --  Principal Amount $300,000,000,

(291)       Bonds of 1992 Series CP           --  Principal Amount $35,000,000,

(292)       Bonds of 1993 Series C            --  Principal Amount $225,000,000,

(293)       Bonds of 1993 Series E            --  Principal Amount $400,000,000,

(294)       Bonds of 1993 Series J            --  Principal Amount $300,000,000,

(295-300)   Bonds of Series KKP Nos. 10-15    --  Principal Amount $179,590,000,

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

(302)       Bonds of 1993 Series FP           --  Principal Amount $5,685,000,

(303)       Bonds of 1993 Series IP           --  Principal Amount $5,825,000,

(304)       Bonds of 1994 Series AP           --  Principal Amount $7,535,000,

(305)       Bonds of 1994 Series BP           --  Principal Amount $12,935,000,

(306)       Bonds of 1994 Series DP           --  Principal Amount $23,700,000,

(307)       Bonds of 1994 Series C            --  Principal Amount $200,000,000,
                                              and

(308)       Bonds of 2000 Series A            --  Principal Amount $220,000,000,

            all of which have either been retired and cancelled, or no longer
            represent obligations of the Company, having matured or having been
            called for

                                        6
<PAGE>


            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;

(309)       Bonds of 1990 Series B in the principal amount of Two hundred
            fifty-six million nine hundred thirty-two thousand dollars
            ($256,932,000) of which One hundred fifty-two million two
            hundred fifty-six thousand dollars ($152,256,000) principal
            amount havetofore been retired and One hundred four million six
            hundred seventy-six thousand dollars ($104,676,000) principal
            amount are outstanding at the date hereof;

(310)       Bonds of 1990 Series C in the principal amount of Eighty-five
            million four hundred seventy-five thousand dollars ($85,475,000)
            of which Fifty-four million seven hundred four thousand dollars
            ($54,704,000) principal amount have heretofore been retired and
            Thirty million seven hundred seventy-one thousand dollars
            ($30,771,000) principal amount are outstanding at the date
            hereof;

(311)       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;

(312)       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;

(313)       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;

(314)       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;

(315)       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;

(316)       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;

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

                                        7
<PAGE>

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

(319)       Bonds of 1999 Series AP in the principal amount of One hundred
            eighteen million three hundred sixty thousand dollars
            ($118,360,000), all of which are outstanding at the date hereof;

(320)       Bonds of 1999 Series BP in the principal amount of Thirty-nine
            million seven hundred forty-five thousand dollars ($39,745,000),
            all of which are outstanding of the date hereof;

(321)       Bonds of 1999 Series CP in the principal amount of Sixty-six million
            five hundred sixty-five thousand dollars ($66,565,000), all of which
            are outstanding at the date hereof;

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

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

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

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

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

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

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

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

                                        8
<PAGE>

(330)       Bonds of 2002 Series C in the principal amount of Sixty-four million
            three hundred thousand dollars ($64,300,000), all of which are
            outstanding at the date hereof;

(331)       Bonds of 2002 Series D in the principal amount of Fifty-five
            million nine hundred seventy-five thousand dollars
            ($55,975,000), all of which are outstanding at the date hereof;

(332)       Bonds of 2003 Series A in the principal amount of Forty-nine
            million dollars ($49,000,000), all of which are outstanding at
            the date hereof;

(333)       INTENTIONALLY RESERVED FOR 1990 SERIES D;

(334)       INTENTIONALLY RESERVED FOR 1990 SERIES E;

(335)       INTENTIONALLY RESERVED FOR 1990 SERIES F;

(336)       Bonds of 2004 Series A in the principal amount of Thirty-six
            million dollars ($36,000,000), all of which are outstanding at
            the date hereof;

(337)       Bonds of 2004 Series B in the principal amount of Thirty-one million
            nine hundred eighty thousand dollars ($31,980,000), all of which are
            outstanding at the date hereof; and

(338)       Bonds of 2004 Series D in the principal amount of Two hundred
            million dollars ($200,000,000), all of which are outstanding at
            the date hereof;

(339)       Bonds of 2005 Series A in the principal amount of Two hundred
            million dollars ($200,000,000), all of which are outstanding at
            the date hereof;

(340)       Bonds of 2005 Series B in the principal amount of Two hundred
            million dollars ($200,000,000), all of which are outstanding at
            the date hereof; and

            accordingly, the Company has issued and has presently
            outstanding Three billion thirty million one hundred eighty-two
            thousand dollars ($3,030,182,000) aggregate principal amount of
            its General and Refunding Mortgage Bonds (the "Bonds") at the
            date hereof.

REASON FOR          WHEREAS, the Company intends to issue series of Notes under
CREATION OF         the Note Indenture herein referred to, and, pursuant to the
NEW SERIES.         Note Indenture, the Company has agreed to issue its General
                    and Refunding Mortgage Bonds under the Indenture in

                                        9
<PAGE>

                    order further to secure its obligations with respect to such
                    Notes; and

BONDS TO BE 2005    WHEREAS, for such purpose the Company desires by this
SERIES AR AND 2005  Supplemental Indenture to create two new series of bonds, to
SERIES BR.          be designated "General and Refunding Mortgage Bonds, 2005
                    Series AR" in the aggregate principal amount of two hundred
                    million dollars ($200,000,000) and "General and Refunding
                    Mortgage Bonds, 2005 Series BR" in the aggregate principal
                    amount of two hundred million dollars ($200,000,000), to be
                    authenticated and delivered pursuant to Section 8 of Article
                    III of the Indenture; and

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

AUTHORIZATION OF    WHEREAS, the Company in the exercise of the powers and
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;

                                       10
<PAGE>

CONSIDERATION FOR   NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit
SUPPLEMENTAL        Edison Company, in consideration of the premises and of the
INDENTURE.          covenants contained in the Indenture and of the sum of One
                    Dollar ($1.00) and other good and valuable consideration to
                    it duly paid by the Trustee at or before the ensealing and
                    delivery of these presents, the receipt whereof is hereby
                    acknowledged, hereby covenants and agrees to and with the
                    Trustee and its successors in the trusts under the Original
                    Indenture and in said indentures supplemental thereto as
                    follows:

                                     PART I.
                      CREATION OF THREE HUNDRED FORTY-FIRST
                            SERIES OF BONDS, GENERAL
                          AND REFUNDING MORTGAGE BONDS,
                              2005 SERIES AR BONDS

TERMS OF            SECTION 1. The Company hereby creates the three hundred
BONDS OF            forty-first series of bonds to be issued under and secured
2005 SERIES AR.     by the Original Indenture as amended to date and as further
                    amended by this Supplemental Indenture, to be designated,
                    and to be distinguished from the bonds of all other series,
                    by the title "General and Refunding Mortgage Bonds, 2005
                    Series AR" (elsewhere herein referred to as the "bonds of
                    2005 Series AR"). The aggregate principal amount of bonds of
                    2005 Series AR 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, and except further that
                    the Company may, without the consent of any holder of the
                    bonds of 2005 Series AR, "reopen" the bonds of 2005 Series
                    AR so as to increase the aggregate principal amount
                    outstanding to equal the aggregate principal amount of Notes
                    (as defined below) outstanding upon a "reopening" of the
                    series, so long as any additional bonds of 2005 Series AR
                    have the same tenor and terms as the bonds of 2005 Series AR
                    established hereby.

                    Subject to the release provisions set forth below, each
                    bond of 2005 Series AR is to be irrevocably assigned to,
                    and registered in the name of, J.P. Morgan Trust
                    Company, National Association, as trustee, or a
                    successor trustee (said trustee or any successor trustee
                    being hereinafter referred to as the "Note Indenture
                    Trustee"), under the collateral trust indenture, dated
                    as of June 30, 1993 (the "Note Indenture"), as
                    supplemented, between the Note Indenture Trustee and the
                    Company,

                                       11
<PAGE>

                    to secure payment of the Company's 2005 Series AR 4.80%
                    Senior Notes due 2015 (for purposes of this Part I, the
                    "4.80% Notes").

                    The bonds of 2005 Series AR shall be issued as
                    registered bonds without coupons in denominations of a
                    multiple of $1,000. The bonds of 2005 Series AR shall be
                    issued in the aggregate principal amount of
                    $200,000,000, shall mature on February 15, 2015 (subject
                    to earlier redemption or release) and shall bear
                    interest at the rate of 4.80% per annum, payable
                    semi-annually in arrears on February 15 and August 15 of
                    each year (commencing August 15, 2005), until the
                    principal thereof shall have become due and payable and
                    thereafter until the Company's obligation with respect
                    to the payment of said principal shall have been
                    discharged as provided in the Indenture. The bonds of
                    2005 Series AR shall bear additional interest
                    ("Additional Interest") pursuant to that certain
                    Registration Rights Agreement, dated as of February 7,
                    2005, among the Company and the other parties named
                    therein upon the occurrence of any Registration Default
                    (as defined therein). Additional Interest shall be
                    payable on the applicable interest payment dates to the
                    same persons and in the same manner as provided herein
                    for payments of ordinary interest.

                    The bonds of 2005 Series AR 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 2005 Series AR 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 2005 Series AR
                    shall be dated the date of its authentication and
                    interest shall be payable on the principal represented
                    thereby from the February 15 or August 15 next preceding
                    the date thereof to which interest has been paid on
                    bonds of 2005 Series AR, unless the bond is
                    authenticated on a date to which interest has been paid,
                    in which case interest shall be payable from the date of
                    authentication, or unless the date of authentication is
                    prior to August 15, 2005, in which case interest shall
                    be payable from February 7, 2005.

                    The bonds of 2005 Series AR 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

                                       12
<PAGE>

                    (with such further designation as may be appropriate and
                    desirable to indicate by such designation the form, series
                    and denomination of bonds of 2005 Series AR). Until bonds of
                    2005 Series AR 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 2005 Series AR in temporary form, as provided in
                    Section 10 of Article II of the Indenture. Temporary bonds
                    of 2005 Series AR, if any, may be printed and may be issued
                    in authorized denominations in substantially the form of
                    definitive bonds of 2005 Series AR, but without a recital of
                    redemption prices and with such omissions, insertions
                    and variations as may be appropriate for temporary
                    bonds, all as may be determined by the Company.

                    Interest on any bond of 2005 Series AR that is payable
                    on any interest payment date and is punctually paid or
                    duly provided for shall be paid to the person in whose
                    name that bond, or any previous bond to the extent
                    evidencing the same debt as that evidenced by that bond,
                    is registered at the close of business on the regular
                    record date for such interest, which regular record date
                    shall be the fifteenth calendar day (whether or not a
                    business day) next preceding such interest payment date.
                    If the Company shall default in the payment of the
                    interest due on any interest payment date on the
                    principal represented by any bond of 2005 Series AR,
                    such defaulted interest shall forthwith cease to be
                    payable to the registered holder of that bond on the
                    relevant regular record date by virtue of his having
                    been such holder, and such defaulted interest may be
                    paid to the registered holder of that bond (or any bond
                    or bonds of 2005 Series AR issued upon transfer or
                    exchange thereof) on the date of payment of such
                    defaulted interest or, at the election of the Company,
                    to the person in whose name that bond (or any bond or
                    bonds of 2005 Series AR issued upon transfer or exchange
                    thereof) is registered on a subsequent record date
                    established by notice given by mail by or on behalf of
                    the Company to the holders of bonds of 2005 Series AR
                    not less than ten (10) days preceding such subsequent
                    record date, which subsequent record date shall be at
                    least five (5) days prior to the payment date of such
                    defaulted interest.

                    Bonds of 2005 Series AR shall not be assignable or
                    transferable except as may be set forth under Section
                    405 of the Note Indenture or in the supplemental note
                    indenture relating to the 4.80% Notes, or, subject to
                    compliance with applicable law, as may be involved in
                    the course of the exercise of rights and remedies
                    consequent upon an Event of Default under the Note
                    Indenture. Any such transfer shall be made upon
                    surrender thereof for cancellation at the office or
                    agency of the

                                       13
<PAGE>

                    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 2005 Series AR shall
                    in the same manner be exchangeable for a like aggregate
                    principal amount of bonds of 2005 Series AR 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 2005 Series AR during
                    any period of ten (10) days next preceding any
                    redemption date for such bonds.

                    Bonds of 2005 Series AR, 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 4.80% Notes, whether at maturity or
                    prior to maturity by redemption or otherwise, or upon
                    provision for the payment thereof having been made in
                    accordance with Article V of the Note Indenture, bonds
                    of 2005 Series AR in a principal amount equal to the
                    principal amount of such 4.80% Notes, shall, to the
                    extent of such payment of principal, premium or
                    interest, be deemed fully paid and the obligation of the
                    Company thereunder to make such payment shall forthwith
                    cease and be discharged, and, in the case of the payment
                    of principal and premium, if any, such bonds shall be
                    surrendered for cancellation or presented for
                    appropriate notation to the Trustee.

RELEASE.            From and after the Release Date (as defined in the Note
                    Indenture), the bonds of 2005 Series AR shall be deemed
                    fully paid, satisfied and discharged and the obligation of
                    the Company thereunder shall be terminated. On the Release
                    Date, the bonds of 2005 Series AR shall be surrendered to
                    and canceled by the Trustee. The Company covenants and
                    agrees that, prior to the Release Date, it will not take any
                    action that would cause the outstanding principal amount of
                    the bonds of 2005 Series AR to be less than the then
                    outstanding principal amount of the 4.80% Notes.

REDEMPTION          SECTION 2. Bonds of 2005  shall be redeemed on the
OF                  respective  Series dates and in the respective principal
BONDS OF 2005       amounts which correspond to the AR. redemption dates for,
SERIES AR           and the principal amounts to be redeemed of, the
                    4.80% Notes.

                                       14
<PAGE>

                    In the event the Company elects to redeem any 4.80% Notes
                    prior to maturity in accordance with the provisions of the
                    Note Indenture, the Company shall give the Trustee notice of
                    redemption of bonds of 2005 Series AR on the same date as it
                    gives notice of redemption of 4.80% Notes to the Note
                    Indenture Trustee.

REDEMPTION          SECTION 3. In the event of an Event of Default under the
OF                  Note Indenture and the acceleration of all 4.80% Notes, the
BONDS OF 2005       bonds of 2005 Series AR shall be redeemable in whole upon
SERIES AR IN        receipt by the Trustee of  a written demand (hereinafter
EVENT OF            called a "Redemption Demand") from the  Note Indenture
ACCELERATION        Trustee stating that there has occurred under the Note
OF                  Indenture both an Event of Default and a declaration of
NOTES.              acceleration of payment of principal, accrued interest
                    and premium, if any, on the 4.80% Notes, specifying the
                    last date to which interest on the 4.80% Notes has been
                    paid (such date being hereinafter referred to as the
                    "Initial Interest Accrual Date") and demanding
                    redemption of the bonds of said series. The Trustee
                    shall, within five (5) days after receiving such
                    Redemption Demand, mail a copy thereof to the Company
                    marked to indicate the date of its receipt by the
                    Trustee. Promptly upon receipt by the Company of such
                    copy of a Redemption Demand, the Company shall fix a
                    date on which it will redeem the bonds of said series so
                    demanded to be redeemed (hereinafter called the "Demand
                    Redemption Date"). Notice of the date fixed as the
                    Demand Redemption Date shall be mailed by the Company to
                    the Trustee at least ten (10) days prior to such Demand
                    Redemption Date. The date to be fixed by the Company as
                    and for the Demand Redemption Date may be any date up to
                    and including the earlier of (x) the 60th day after
                    receipt by the Trustee of the Redemption Demand or (y)
                    the maturity date of such bonds first occurring
                    following the 20th day after the receipt by the Trustee
                    of the Redemption Demand; provided, however, that if the
                    Trustee shall not have received such notice fixing the
                    Demand Redemption Date on or before the 10th day
                    preceding the earlier of such dates, the Demand
                    Redemption Date shall be deemed to be the earlier of
                    such dates. The Trustee shall mail notice of the Demand
                    Redemption Date (such notice being hereinafter called
                    the "Demand Redemption Notice") to the Note Indenture
                    Trustee not more than ten (10) nor less than five (5)
                    days prior to the Demand Redemption Date.

                    Each bond of 2005 Series AR shall be redeemed by the
                    Company on the Demand Redemption Date therefor upon
                    surrender thereof by the Note Indenture Trustee to the
                    Trustee at a redemption price equal to the

                                       15
<PAGE>

                    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 4.80%
                    Notes; provided, however, that in the event of a receipt
                    by the Trustee of a notice that, pursuant to Section 602
                    of the Note Indenture, the Note Indenture Trustee has
                    terminated proceedings to enforce any right under the
                    Note Indenture, then any Redemption Demand shall thereby
                    be rescinded by the Note Indenture Trustee, and no
                    Demand Redemption Notice shall be given, or, if already
                    given, shall be automatically annulled; but no such
                    rescission or annulment shall extend to or affect any
                    subsequent default or impair any right consequent
                    thereon.

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

FORM                SECTION 4. The bonds of 2005 Series AR and the form of
OF BONDS OF         Trustee's Certificate to be endorsed on such bonds shall be
2005 SERIES AR.     substantially in the following forms, respectively:

                           THE DETROIT EDISON COMPANY
                       GENERAL AND REFUNDING MORTGAGE BOND
                                 2005 SERIES AR

                    Notwithstanding any provisions hereof or in the
                    Indenture, this bond is not assignable or transferable
                    except as may be required to effect a transfer to any
                    successor trustee under the Collateral Trust Indenture,
                    dated as of June 30, 1993, as amended, and as further
                    supplemented as of April 1, 2005, between The Detroit
                    Edison Company and J.P. Morgan Trust Company, National
                    Association, as Note Indenture Trustee, or, subject to
                    compliance with applicable law, as may be involved in
                    the course of the exercise of rights and remedies
                    consequent upon an Event of Default under said
                    Indenture.

                    $  No. R-

                    THE DETROIT EDISON COMPANY (hereinafter called the
                    "Company"), a corporation of the State of Michigan, for
                    value received, hereby promises to pay to J.P. Morgan
                    Trust Company,

                                       16
<PAGE>

                    National Association, as Note Indenture Trustee, or
                    registered assigns, at the Company's office or agency in the
                    Borough of Manhattan, the City and State of New York, the
                    principal sum of ________ Dollars ($_________) in lawful
                    money of the United States of America on February 15, 2015
                    (subject to earlier redemption or release) and interest
                    thereon at the rate of 4.80% per annum, in like lawful
                    money, from February 7, 2005, and after the first payment of
                    interest on bonds of this Series has been made or otherwise
                    provided for, from the most recent date to which interest
                    has been paid or otherwise provided for, semi-annually on
                    February 15 and August 15 of each year (commencing
                    August 15, 2005), until the Company's obligation with
                    respect to payment of said principal shall have been
                    discharged, all as provided, to the extent and in the
                    manner specified in the Indenture hereinafter mentioned
                    and in the supplemental indenture pursuant to which this
                    bond has been issued.

                    Under a Collateral Trust Indenture, dated as of June 30,
                    1993, as amended and as further supplemented as of April
                    1, 2005 (hereinafter called the "Note Indenture"),
                    between the Company and J.P. Morgan Trust Company,
                    National Association, as trustee (hereinafter called the
                    "Note Indenture Trustee"), the Company has issued its
                    2005 Series AR 4.80% Senior Notes due 2015 (the
                    "Notes"). This bond was originally issued to the Note
                    Indenture Trustee so as to secure the payment of the
                    Notes. Payments of principal of, or premium, if any, or
                    interest on, the Notes shall constitute like payments on
                    this bond as further provided herein and in the
                    supplemental indenture pursuant to which this bond has
                    been issued.

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

                    This bond shall not be valid or become obligatory for
                    any purpose until J.P. Morgan Trust Company, National
                    Association, the Trustee under the Indenture, or its
                    successor thereunder, shall have signed the form of
                    certificate endorsed hereon.

                    IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has
                    caused this instrument to be executed by an authorized
                    officer, with his 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 Vice President and Corporate Secretary
                    or Assistant Corporate Secretary by manual or facsimile
                    signature.

                                       17
<PAGE>

                    Dated:  _____________

                           THE DETROIT EDISON COMPANY

                           By: AUTHORIZED OFFICER

                    [SEAL]

                    Attest:  AUTHORIZED OFFICER

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

                    By _______________________
                    Authorized Officers

                                    [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 2005 Series AR,
                    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 J.P. Morgan
                    Trust Company, National Association, as successor in
                    interest to Bank One, National Association, as Trustee,
                    to which Indenture and all indentures supplemental
                    thereto (including the Supplemental Indenture dated as
                    of April 1, 2005) reference is hereby made for a
                    description of the properties and franchises mortgaged
                    and

                                       18
<PAGE>

                    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 April 1, 2005, are
                    hereinafter collectively called the "Indenture"). As
                    provided in the Indenture, said bonds may be for various
                    principal sums and are issuable in series, which may
                    mature at different times, may bear interest at
                    different rates and may otherwise vary as in said
                    Indenture provided. With the consent of the Company and
                    to the extent permitted by and as provided in the
                    Indenture, the rights and obligations of the Company and
                    of the holders of the bonds and the terms and provisions
                    of the Indenture, or of any indenture supplemental
                    thereto, may be modified or altered in certain respects
                    by affirmative vote of at least eighty-five percent
                    (85%) in amount of the bonds then outstanding, and, if
                    the rights of one or more, but less than all, series of
                    bonds then outstanding are to be affected by the action
                    proposed to be taken, then also by affirmative vote of
                    at least eighty-five percent (85%) in amount of the
                    series of bonds so to be affected (excluding in every
                    instance bonds disqualified from voting by reason of the
                    Company's interest therein as specified in the
                    Indenture); provided, however, that, without the consent
                    of the holder hereof, no such modification or alteration
                    shall, among other things, affect the terms of payment
                    of the principal of or the interest on this bond, which
                    in those respects is unconditional.

                    This bond is redeemable prior to the Release Date upon
                    the terms and conditions set forth in the Indenture,
                    including provision for redemption upon demand of the
                    Note Indenture Trustee following the occurrence of an
                    Event of Default under the Note Indenture and the
                    acceleration of the principal of the Notes.

                    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
                    2005 Series AR (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.

                                       19
<PAGE>

                    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.

                    Upon payment of the principal of, or premium, if any, or
                    interest on, the Notes, whether at maturity or prior to
                    maturity by redemption or otherwise or upon provision
                    for the payment thereof having been made in accordance
                    with Article V of the Note Indenture, bonds of 2005
                    Series AR in a principal amount equal to the principal
                    amount of such Notes, and having both a corresponding
                    maturity date and interest rate shall, to the extent of
                    such payment of principal, premium or interest, be
                    deemed fully paid and the obligation of the Company
                    thereunder to make such payment shall forthwith cease
                    and be discharged, and, in the case of the payment of
                    principal and premium, if any, such bonds of said series
                    shall be surrendered for cancellation or presented for
                    appropriate notation to the Trustee.

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

                    From and after the Release Date (as defined in the Note
                    Indenture), the bonds of 2005 Series AR shall be deemed
                    fully paid, satisfied and discharged and the obligation
                    of the Company thereunder shall be terminated. On the
                    Release Date, the bonds of 2005 Series AR shall be
                    surrendered to and cancelled by the Trustee. The Company
                    covenants and agrees that, prior to the Release Date, it
                    will not take any action

                                       20
<PAGE>

                    that would cause the outstanding principal amount of the
                    bond of 2005 Series AR to be less than the then outstanding
                    principal amount of the Notes.

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

                                    PART II.
                     CREATION OF THREE HUNDRED FORTY-SECOND
                            SERIES OF BONDS, GENERAL
                          AND REFUNDING MORTGAGE BONDS,
                              2005 SERIES BR BONDS

TERMS OF            SECTION 1. The Company hereby creates the three hundred
BONDS OF            series of bonds to be issued under and secured by the
2005 SERIES BR.     Original forty-second 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, sby the title "General and Refunding Mortgage
                    Bonds, 2005 Series BR" (elsewhere herein referred to as the
                    "bonds of 2005 Series BR"). The aggregate principal amount
                    of  bonds of 2005 Series BR 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, and
                    except further that the Company may, without the consent
                    of any holder of the bonds of 2005 Series BR, "reopen"
                    the bonds of 2005 Series BR so as to increase the
                    aggregate principal amount outstanding to equal the
                    aggregate principal amount of Notes (as defined below)
                    outstanding upon a "reopening" of the series, so long as
                    any additional bonds of 2005 Series BR have the same
                    tenor and terms as the bonds of 2005 Series BR
                    established hereby.

                    Subject to the release provisions set forth below, each
                    bond of 2005 Series BR is to be irrevocably assigned to,
                    and registered in the name of,

                                       21
<PAGE>

                    J.P. Morgan Trust Company, National Association, as trustee,
                    or a successor trustee (said trustee or any successor
                    trustee being hereinafter referred to as the "Note Indenture
                    Trustee"), under the collateral trust indenture, dated
                    as of June 30, 1993 (the "Note Indenture"), as
                    supplemented, between the Note Indenture Trustee and the
                    Company, to secure payment of the Company's 2005 Series
                    BR 5.45% Senior Notes due 2035 (for purposes of this
                    Part II, the "5.45% Notes").

                    The bonds of 2005 Series BR shall be issued as
                    registered bonds without coupons in denominations of a
                    multiple of $1,000. The bonds of 2005 Series BR shall be
                    issued in the aggregate principal amount of
                    $200,000,000, shall mature on February 15, 2035 (subject
                    to earlier redemption or release) and shall bear
                    interest at the rate of 5.45% per annum, payable
                    semi-annually in arrears on February 15 and August 15 of
                    each year (commencing August 15, 2005), until the
                    principal thereof shall have become due and payable and
                    thereafter until the Company's obligation with respect
                    to the payment of said principal shall have been
                    discharged as provided in the Indenture. The bonds of
                    2005 Series BR shall bear additional interest
                    ("Additional Interest") pursuant to that certain
                    Registration Rights Agreement, dated as of February 7,
                    2005, among the Company and the other parties named
                    therein upon the occurrence of any Registration Default
                    (as defined therein). Additional Interest shall be
                    payable on the applicable interest payment dates to the
                    same persons and in the same manner as provided herein
                    for payments of ordinary interest.

                    The bonds of 2005 Series BR 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 2005 Series BR 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 2005 Series BR
                    shall be dated the date of its authentication and
                    interest shall be payable on the principal represented
                    thereby from the February 15 or August 15 next preceding
                    the date thereof to which interest has been paid on
                    bonds of 2005 Series BR, unless the bond is
                    authenticated on a date to which interest has been paid,
                    in which case interest shall be payable from the date of
                    authentication, or unless the date of authentication is
                    prior to August 15, 2005, in which case interest shall
                    be payable from February 7, 2005.

                                       22
<PAGE>

                    The bonds of 2005 Series BR in definitive form shall be,
                    at the election of the Company, fully engraved or shall
                    be lithographed or printed in authorized denominations
                    as aforesaid and numbered 1 and upwards (with such
                    further designation as may be appropriate and desirable
                    to indicate by such designation the form, series and
                    denomination of bonds of 2005 Series BR). Until bonds of
                    2005 Series BR 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 2005 Series BR in temporary form,
                    as provided in Section 10 of Article II of the
                    Indenture. Temporary bonds of 2005 Series BR, if any,
                    may be printed and may be issued in authorized
                    denominations in substantially the form of definitive
                    bonds of 2005 Series BR, but without a recital of
                    redemption prices and with such omissions, insertions
                    and variations as may be appropriate for temporary
                    bonds, all as may be determined by the Company.

                    Interest on any bond of 2005 Series BR that is payable
                    on any interest payment date and is punctually paid or
                    duly provided for shall be paid to the person in whose
                    name that bond, or any previous bond to the extent
                    evidencing the same debt as that evidenced by that bond,
                    is registered at the close of business on the regular
                    record date for such interest, which regular record date
                    shall be the fifteenth calendar day (whether or not a
                    business day) next preceding such interest payment date.
                    If the Company shall default in the payment of the
                    interest due on any interest payment date on the
                    principal represented by any bond of 2005 Series BR,
                    such defaulted interest shall forthwith cease to be
                    payable to the registered holder of that bond on the
                    relevant regular record date by virtue of his having
                    been such holder, and such defaulted interest may be
                    paid to the registered holder of that bond (or any bond
                    or bonds of 2005 Series BR issued upon transfer or
                    exchange thereof) on the date of payment of such
                    defaulted interest or, at the election of the Company,
                    to the person in whose name that bond (or any bond or
                    bonds of 2005 Series BR issued upon transfer or exchange
                    thereof) is registered on a subsequent record date
                    established by notice given by mail by or on behalf of
                    the Company to the holders of bonds of 2005 Series BR
                    not less than ten (10) days preceding such subsequent
                    record date, which subsequent record date shall be at
                    least five (5) days prior to the payment date of such
                    defaulted interest.

                    Bonds of 2005 Series BR shall not be assignable or
                    transferable except as may be set forth under Section
                    405 of the Note Indenture or in the supplemental note
                    indenture relating to the 5.45% Notes, or, subject to

                                       23
<PAGE>

                    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 2005 Series BR shall in the same
                    manner be exchangeable for a like aggregate principal
                    amount of bonds of 2005 Series BR 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 2005 Series BR during
                    any period of ten (10) days next preceding any
                    redemption date for such bonds.

                    Bonds of 2005 Series BR, 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 5.45% Notes, whether at maturity or
                    prior to maturity by redemption or otherwise, or upon
                    provision for the payment thereof having been made in
                    accordance with Article V of the Note Indenture, bonds
                    of 2005 Series BR in a principal amount equal to the
                    principal amount of such 5.45% Notes, shall, to the
                    extent of such payment of principal, premium or
                    interest, be deemed fully paid and the obligation of the
                    Company thereunder to make such payment shall forthwith
                    cease and be discharged, and, in the case of the payment
                    of principal and premium, if any, such bonds shall be
                    surrendered for cancellation or presented for
                    appropriate notation to the Trustee.

RELEASE.            From and after the Release Date (as defined in the Note
                    Indenture), the bonds of 2005 Series BR shall be deemed
                    fully paid, satisfied and discharged and the obligation of
                    the Company thereunder shall be terminated. On the Release
                    Date, the bonds of 2005 Series BR shall be surrendered to
                    and canceled by the Trustee. The Company covenants and
                    agrees that, prior to the Release Date, it will not take any
                    action that would cause the outstanding principal amount of
                    the bonds of 2005 Series BR to be less than the then
                    outstanding principal amount of the 5.45% Notes.

                                       24
<PAGE>

REDEMPTION          SECTION 2. Bonds of 2005 Series BR shall be redeemed on the
OF                  respective  dates and in the respective principal amounts
BONDS OF 2005       which correspond to the redemption dates for, and the
SERIES BR           principal amounts to be redeemed of, the 5.45% Notes.

                    In the event the Company elects to redeem any 5.45%
                    Notes prior to maturity in accordance with the
                    provisions of the Note Indenture, the Company shall give
                    the Trustee notice of redemption of bonds of 2005 Series
                    BR on the same date as it gives notice of redemption of
                    5.45% Notes to the Note Indenture Trustee.

REDEMPTION OF       SECTION 3. In the event of an Event of Default under the
BONDS OF 2005       Note Indenture  Series and the acceleration of all 5.45%
SERIES BR IN        Notes, the bonds of 2005 Series BR   shall be redeemable in
EVENT OF            whole upon receipt by the Trustee of a written demand
ACCELERATION        (hereinafter called a "Redemption Demand") from the Note
OF                  Indenture Trustee stating that there has occurred under the
NOTES.              Note Indenture both an Event of Default and a declaration of
                    acceleration of payment of principal, accrued interest
                    and premium, if any, on the 5.45% Notes, specifying the
                    last date to which interest on the 5.45% Notes has been
                    paid (such date being hereinafter referred to as the
                    "Initial Interest Accrual Date") and demanding
                    redemption of the bonds of said series. The Trustee
                    shall, within five (5) days after receiving such
                    Redemption Demand, mail a copy thereof to the Company
                    marked to indicate the date of its receipt by the
                    Trustee. Promptly upon receipt by the Company of such
                    copy of a Redemption Demand, the Company shall fix a
                    date on which it will redeem the bonds of said series so
                    demanded to be redeemed (hereinafter called the "Demand
                    Redemption Date"). Notice of the date fixed as the
                    Demand Redemption Date shall be mailed by the Company to
                    the Trustee at least ten (10) days prior to such Demand
                    Redemption Date. The date to be fixed by the Company as
                    and for the Demand Redemption Date may be any date up to
                    and including the earlier of (x) the 60th day after
                    receipt by the Trustee of the Redemption Demand or (y)
                    the maturity date of such bonds first occurring
                    following the 20th day after the receipt by the Trustee
                    of the Redemption Demand; provided, however, that if the
                    Trustee shall not have received such notice fixing the
                    Demand Redemption Date on or before the 10th day
                    preceding the earlier of such dates, the Demand
                    Redemption Date shall be deemed to be the earlier of
                    such dates. The Trustee shall mail notice of the Demand
                    Redemption Date (such notice being hereinafter called
                    the "Demand Redemption Notice") to the Note Indenture
                    Trustee not more than ten (10) nor less than five (5)
                    days prior to the Demand Redemption Date.

                                       25
<PAGE>

                    Each bond of 2005 Series BR shall be redeemed by the
                    Company on the Demand Redemption Date therefor upon
                    surrender thereof by the Note Indenture Trustee to the
                    Trustee at a redemption price equal to the principal
                    amount thereof plus accrued interest thereon at the rate
                    specified for such bond from the Initial Interest
                    Accrual Date to the Demand Redemption Date plus an
                    amount equal to the aggregate premium, if any, due and
                    payable on such Demand Redemption Date on all 5.45%
                    Notes; provided, however, that in the event of a receipt
                    by the Trustee of a notice that, pursuant to Section 602
                    of the Note Indenture, the Note Indenture Trustee has
                    terminated proceedings to enforce any right under the
                    Note Indenture, then any Redemption Demand shall thereby
                    be rescinded by the Note Indenture Trustee, and no
                    Demand Redemption Notice shall be given, or, if already
                    given, shall be automatically annulled; but no such
                    rescission or annulment shall extend to or affect any
                    subsequent default or impair any right consequent
                    thereon.

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

FORM                SECTION 4. The bonds of 2005 Series BR and the form of
OF BONDS OF         Trustee's Certificate to be endorsed on such bonds shall be
2005 SERIES BR.     substantially in the following forms, respectively:

                           THE DETROIT EDISON COMPANY
                       GENERAL AND REFUNDING MORTGAGE BOND
                                 2005 SERIES BR

                    Notwithstanding any provisions hereof or in the
                    Indenture, this bond is not assignable or transferable
                    except as may be required to effect a transfer to any
                    successor trustee under the Collateral Trust Indenture,
                    dated as of June 30, 1993, as amended, and as further
                    supplemented as of April 1, 2005, between The Detroit
                    Edison Company and J.P. Morgan Trust Company, National
                    Association, as Note Indenture Trustee, or, subject to
                    compliance with applicable law, as may be involved in
                    the course of the exercise of rights and remedies
                    consequent upon an Event of Default under said
                    Indenture.

                    $  No. R-

                                       26
<PAGE>

                    THE DETROIT EDISON COMPANY (hereinafter called the
                    "Company"), a corporation of the State of Michigan, for
                    value received, hereby promises to pay to J.P. Morgan
                    Trust Company, National Association, as Note Indenture
                    Trustee, or registered assigns, at the Company's office
                    or agency in the Borough of Manhattan, the City and
                    State of New York, the principal sum of _________
                    Dollars ($________) in lawful money of the United States
                    of America on February 15, 2035 (subject to earlier
                    redemption or release) and interest thereon at the rate
                    of 5.45% per annum, in like lawful money, from February
                    7, 2005, and after the first payment of interest on
                    bonds of this Series has been made or otherwise provided
                    for, from the most recent date to which interest has
                    been paid or otherwise provided for, semi-annually on
                    February 15 and August 15 of each year (commencing
                    August 15, 2005), until the Company's obligation with
                    respect to payment of said principal shall have been
                    discharged, all as provided, to the extent and in the
                    manner specified in the Indenture hereinafter mentioned
                    and in the supplemental indenture pursuant to which this
                    bond has been issued.

                    Under a Collateral Trust Indenture, dated as of June 30,
                    1993, as amended and as further supplemented as of April
                    1, 2005 (hereinafter called the "Note Indenture"),
                    between the Company and J.P. Morgan Trust Company,
                    National Association, as trustee (hereinafter called the
                    "Note Indenture Trustee"), the Company has issued its
                    2005 Series BR 5.45% Senior Notes due 2035 (the
                    "Notes"). This bond was originally issued to the Note
                    Indenture Trustee so as to secure the payment of the
                    Notes. Payments of principal of, or premium, if any, or
                    interest on, the Notes shall constitute like payments on
                    this bond as further provided herein and in the
                    supplemental indenture pursuant to which this bond has
                    been issued.

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

                    This bond shall not be valid or become obligatory for any
                    purpose until J.P. Morgan Trust Company, National
                    Association, the Trustee under the Indenture, or its
                    successor thereunder, shall have signed the form of
                    certificate endorsed hereon.

                    IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has
                    caused this instrument to be executed by an authorized
                    officer, with his manual or facsimile signatures, and
                    its corporate seal, or a facsimile thereof, to be
                    impressed or imprinted hereon and the same to be
                    attested

                                       27
<PAGE>

                    by its Vice President and Corporate Secretary or Assistant
                    Corporate Secretary by manual or facsimile signature.

                    Dated:  _____________

                           THE DETROIT EDISON COMPANY

                             By: AUTHORIZED OFFICER

                    [SEAL]

                    Attest:  AUTHORIZED OFFICER

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

                    By _______________________
                    Authorized Officer

                            [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 2005 Series BR,
                    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 J.P. Morgan
                    Trust Company, National Association, as successor in
                    interest to Bank One, National Association, as Trustee,
                    to which Indenture and all indentures supplemental
                    thereto (including the Supplemental Indenture dated as
                    of April 1, 2005) reference is hereby made for a
                    description of the properties and franchises mortgaged
                    and conveyed,

                                       28
<PAGE>

                    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
                    April 1, 2005, are hereinafter collectively called the
                    "Indenture"). As provided in the Indenture, said bonds may
                    be for various principal sums and are issuable in series,
                    which may mature at different times, may bear interest at
                    different rates and may otherwise vary as in said
                    Indenture provided. With the consent of the Company and
                    to the extent permitted by and as provided in the
                    Indenture, the rights and obligations of the Company and
                    of the holders of the bonds and the terms and provisions
                    of the Indenture, or of any indenture supplemental
                    thereto, may be modified or altered in certain respects
                    by affirmative vote of at least eighty-five percent
                    (85%) in amount of the bonds then outstanding, and, if
                    the rights of one or more, but less than all, series of
                    bonds then outstanding are to be affected by the action
                    proposed to be taken, then also by affirmative vote of
                    at least eighty-five percent (85%) in amount of the
                    series of bonds so to be affected (excluding in every
                    instance bonds disqualified from voting by reason of the
                    Company's interest therein as specified in the
                    Indenture); provided, however, that, without the consent
                    of the holder hereof, no such modification or alteration
                    shall, among other things, affect the terms of payment
                    of the principal of or the interest on this bond, which
                    in those respects is unconditional.

                    This bond is redeemable prior to the Release Date upon
                    the terms and conditions set forth in the Indenture,
                    including provision for redemption upon demand of the
                    Note Indenture Trustee following the occurrence of an
                    Event of Default under the Note Indenture and the
                    acceleration of the principal of the Notes.

                    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
                    2005 Series BR (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.

                                       29
<PAGE>

                    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.

                    Upon payment of the principal of, or premium, if any, or
                    interest on, the Notes, whether at maturity or prior to
                    maturity by redemption or otherwise or upon provision
                    for the payment thereof having been made in accordance
                    with Article V of the Note Indenture, bonds of 2005
                    Series BR in a principal amount equal to the principal
                    amount of such Notes, and having both a corresponding
                    maturity date and interest rate shall, to the extent of
                    such payment of principal, premium or interest, be
                    deemed fully paid and the obligation of the Company
                    thereunder to make such payment shall forthwith cease
                    and be discharged, and, in the case of the payment of
                    principal and premium, if any, such bonds of said series
                    shall be surrendered for cancellation or presented for
                    appropriate notation to the Trustee.

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

                    From and after the Release Date (as defined in the Note
                    Indenture), the bonds of 2005 Series BR shall be deemed
                    fully paid, satisfied and discharged and the obligation
                    of the Company thereunder shall be terminated. On the
                    Release Date, the bonds of 2005 Series BR shall be
                    surrendered to and cancelled by the Trustee. The Company
                    covenants and agrees that, prior to the Release Date, it
                    will not take any action that would cause the
                    outstanding principal amount of the bond of 2005

                                       30
<PAGE>

                    Series BR to be less than the then outstanding principal
                    amount of the Notes.

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

                                    PART III.

                            RECORDING AND FILING DATA

RECORDING           The Original Indenture and indentures supplemental thereto
AND FILING OF       have been  recorded and/or filed and Certificates of
ORIGINAL            Provision for Payment have  been recorded as hereinafter set
INDENTURE.          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           Pursuant to the terms and provisions of the Original
AND 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:

                                       31
<PAGE>

<TABLE>
<CAPTION>
                                                                                           RECORDED AND/OR
                                                                                          FILED AS SET FORTH
      SUPPLEMENTAL                               PURPOSE OF                                 IN SUPPLEMENTAL
       INDENTURE                                SUPPLEMENTAL                                   INDENTURE
      DATED AS OF                                INDENTURE                                   DATED AS OF:
      ------------                              ------------                              ------------------
<S>                            <C>                                                        <C>
June 1, 1925(a)(b)             Series B Bonds                                             February 1, 1940
August 1, 1927(a)(b)           Series C Bonds                                             February 1, 1940
February 1, 1931(a)(b)         Series D Bonds                                             February 1, 1940
June 1, 1931(a)(b)             Subject Properties                                         February 1, 1940
October 1, 1932(a)(b)          Series E Bonds                                             February 1, 1940
September 25, 1935(a)(b)       Series F Bonds                                             February 1, 1940
September 1, 1936(a)(b)        Series G Bonds                                             February 1, 1940
November 1, 1936(a)(b)         Subject Properties                                         February 1, 1940
February 1, 1940(a)(b)         Subject Properties                                         September 1, 1947
December 1, 1940(a)(b)         Series H Bonds and Additional Provisions                   September 1, 1947
September 1, 1947(a)(b)(c)     Series I Bonds, Subject Properties and Additional          November 15, 1951
                               Provisions
March 1, 1950(a)(b)(c)         Series J Bonds and Additional Provisions                   November 15, 1951
November 15, 1951(a)(b)(c)     Series K Bonds Additional Provisions and Subject           January 15, 1953
                               Properties
January 15, 1953(a)(b)         Series L Bonds                                             May 1, 1953
May 1, 1953(a)                 Series M Bonds and Subject Properties                      March 15, 1954
March 15, 1954(a)(c)           Series N Bonds and Subject Properties                      May 15, 1955
May 15, 1955(a)(c)             Series O Bonds and Subject Properties                      August 15, 1957
August 15, 1957(a)(c)          Series P Bonds Additional Provisions and Subject           June 1, 1959
                               Properties
June 1, 1959(a)(c)             Series Q Bonds and Subject Properties                      December 1, 1966
December 1, 1966(a)(c)         Series R Bonds Additional Provisions and Subject           October 1, 1968
                               Properties
October 1, 1968(a)(c)          Series S Bonds and Subject Properties                      December 1, 1969
December 1, 1969(a)(c)         Series T Bonds and Subject Properties                      July 1, 1970
July 1, 1970(c)                Series U Bonds and Subject Properties                      December 15, 1970
December 15, 1970(c)           Series V and Series W Bonds                                June 15, 1971
June 15, 1971(c)               Series X Bonds and Subject Properties                      November 15, 1971
November 15, 1971(c)           Series Y Bonds and Subject Properties                      January 15, 1973
</TABLE>

                                       32
<PAGE>

<TABLE>
<CAPTION>
                                                                                           RECORDED AND/OR
                                                                                          FILED AS SET FORTH
      SUPPLEMENTAL                               PURPOSE OF                                 IN SUPPLEMENTAL
       INDENTURE                                SUPPLEMENTAL                                   INDENTURE
      DATED AS OF                                INDENTURE                                   DATED AS OF:
      ------------                              ------------                              ------------------
<S>                            <C>                                                        <C>
January 15, 1973(c)            Series Z Bonds and Subject Properties                      May 1, 1974
May 1, 1974                    Series AA Bonds and Subject Properties                     October 1, 1974
October 1, 1974                Series BB Bonds and Subject Properties                     January 15, 1975
January 15, 1975               Series CC Bonds and Subject Properties                     November 1, 1975
November 1, 1975               Series DDP Nos. 1-9 Bonds and Subject Properties           December 15, 1975
December 15, 1975              Series EE Bonds and Subject Properties                     February 1, 1976
February 1, 1976               Series FFR Nos. 1-13 Bonds                                 June 15, 1976
June 15, 1976                  Series GGP Nos. 1-7 Bonds and Subject Properties           July 15, 1976
July 15, 1976                  Series HH Bonds and Subject Properties                     February 15, 1977
February 15, 1977              Series MMP Bonds and Subject Properties                    March 1, 1977
March 1, 1977                  Series IIP Nos. 1-7 Bonds, Series JJP Nos. 1-7 Bonds,      June 15, 1977
                               Series KKP Nos. 1-7 Bonds and Series LLP Nos. 1-7 Bonds
June 15, 1977                  Series FFR No. 14 Bonds and Subject Properties             July 1, 1977
July 1, 1977                   Series NNP Nos. 1-7 Bonds and Subject Properties           October 1, 1977
October 1, 1977                Series GGP Nos. 8-22 Bonds and Series OOP Nos. 1-17        June 1, 1978
                               Bonds and Subject Properties
June 1, 1978                   Series PP Bonds, Series QQP Nos. 1-9 Bonds and Subject     October 15, 1978
                               Properties
October 15, 1978               Series RR Bonds and Subject Properties                     March 15, 1979
March 15, 1979                 Series SS Bonds and Subject Properties                     July 1, 1979
July 1, 1979                   Series IIP Nos. 8-22 Bonds, Series NNP Nos. 8-21 Bonds     September 1, 1979
                               and Series TTP Nos. 1-15 Bonds and Subject Properties
</TABLE>

                                       33
<PAGE>

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

                                       34
<PAGE>

<TABLE>
<CAPTION>
                                                                                                  RECORDED AND/OR
                                                                                                 FILED AS SET FORTH
      SUPPLEMENTAL                               PURPOSE OF                                        IN SUPPLEMENTAL
       INDENTURE                                SUPPLEMENTAL                                          INDENTURE
      DATED AS OF                                INDENTURE                                          DATED AS OF:
      ------------                              ------------                                     ------------------
<S>                            <C>                                                        <C>
December 1, 1989               Series KKP No. 11 and 1989 Series BP                       February 15, 1990
February 15, 1990              1990 Series A, 1990 Series B, 1990 Series C, 1990          November 1, 1990
                               Series D, 1990 Series E and 1990 Series F
November 1, 1990               Series KKP No. 12                                          April 1, 1991
April 1, 1991                  1991 Series AP                                             May 1, 1991
May 1, 1991                    1991 Series BP and 1991 Series CP                          May 15, 1991
May 15, 1991                   1991 Series DP                                             September 1, 1991
September 1, 1991              1991 Series EP                                             November 1, 1991
November 1, 1991               1991 Series FP                                             January 15, 1992
January 15, 1992               1992 Series BP                                             February 29, 1992 and April 15, 1992
February 29, 1992              1992 Series AP                                             April 15, 1992
April 15, 1992                 Series KKP No. 13                                          July 15, 1992
July 15, 1992                  1992 Series CP                                             November 30, 1992
July 31, 1992                  1992 Series D                                              November 30, 1992
November 30, 1992              1992 Series E and 1993 Series D                            March 15, 1993
December 15, 1992              Series KKP No. 14 and 1989 Series BP No. 2                 March 15, 1992
January 1, 1993                1993 Series C                                              April 1, 1993
March 1, 1993                  1993 Series E                                              June 30, 1993
March 15, 1993                 1993 Series D                                              September 15, 1993
April 1, 1993                  1993 Series FP and 1993 Series IP                          September 15, 1993
April 26, 1993                 1993 Series G and Amendment of Article II, Section 5       September 15, 1993
May 31, 1993                   1993 Series J                                              September 15, 1993
September 15, 1993             1993 Series K                                              March 1, 1994
March 1, 1994                  1994 Series AP                                             June 15, 1994
June 15, 1994                  1994 Series BP                                             December 1, 1994
August 15, 1994                1994 Series C                                              December 1, 1994
December 1, 1994               Series KKP No. 15 and 1994 Series DP                       August 1, 1995
August 1, 1995                 1995 Series AP and 1995 Series DP                          August 1, 1999
</TABLE>

                                       35
<PAGE>

      (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.

RECORDING OF            All the bonds of Series A which were issued under the
CERTIFICATES OF         Original Indenture dated as of October 1, 1924, and of
PROVISION FOR           Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q,
PAYMENT.                R, S, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14,
                        GGP Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos.
                        1-9, LLP Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP
                        Nos. 1-17, TTP Nos. 1-15, UU, 1980 Series A, 1980 Series
                        CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981 Series AP
                        Nos. 1-16, 1984 Series AP, 1984 Series BP, 1985 Series
                        A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP, MMP
                        No. 2, 1989 Series A, 1990 Series A, 1993 Series D, 1993
                        Series G and 1993 Series H which were issued under
                        Supplemental Indentures dated as of, respectively, June
                        1, 1925, August 1, 1927, February 1, 1931, October 1,
                        1932, September 25, 1935, September 1, 1936, December 1,
                        1940, September 1, 1947, November 15, 1951, January 15,
                        1953, May 1, 1953, March 15, 1954, May 15, 1955, August
                        15, 1957, December 15, 1970, November 15, 1971, January
                        15, 1973, May 1, 1974, October 1, 1974, January 15,
                        1975, November 1, 1975, February 1, 1976, June 15, 1976,
                        July 15, 1976, October 1, 1977, March 1, 1977, July 1,
                        1979, March 1, 1977, March 1, 1977, March 1, 1977,
                        September 1, 1979, July 1, 1977, July 1, 1979, September
                        15, 1979, October 1, 1977, June 1, 1978, October 1,
                        1977, July 1, 1979, January 1, 1980, August 15, 1980,
                        November 1, 1981, October 1, 1984 May 1, 1985, May 15,
                        1985, January 31, 1987, June 1, 1978, October 15, 1978,
                        December 15, 1975, February 15, 1977, September 1, 1979,
                        June 15, 1989, February 15, 1990, March 15, 1993, April
                        26, 1992 and September 15, 1992 have matured or have
                        been called for redemption and funds sufficient for such
                        payment or redemption have been irrevocably deposited
                        with the Trustee for that purpose; and Certificates of
                        Provision for Payment have been recorded in the offices
                        of the respective Registers of Deeds of certain counties
                        in the State of Michigan, with respect to all bonds of
                        Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC,
                        DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP
                        No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.

                                       36
<PAGE>

                                    PART IV.

                                  THE TRUSTEE.

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

                        The Trustee shall not be responsible in any manner
                        whatsoever for and in respect of the validity or
                        sufficiency of this Supplemental Indenture or the due
                        execution hereof by the Company or for or in respect of
                        the recitals contained herein, all of which recitals are
                        made by the Company solely.

                                     PART V.

                                 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 ACT.    supplemental indenture is intended to modify, and the
                        parties do hereby adopt and confirm, the provisions of
                        Section 318(c) of the Trust Indenture Act which amend
                        and supersede provisions of the Indenture in effect
                        prior to November 15, 1990.

EXECUTION IN            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.

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

                                       37
<PAGE>

THE DETROIT EDISON COMPANY,

(Corporate Seal)    By: ____________________________________
                        Name:
                        Title:

EXECUTION

Attest:

By: __________________________________
    Name:
    Title:

Signed, sealed and delivered by

THE DETROIT EDISON COMPANY,
in the presence of

______________________________________
Name:

______________________________________
Name:

                                       38
<PAGE>

STATE OF MICHIGAN

SS.:

COUNTY OF WAYNE

Acknowledgement of      On this ____ day of _______ 2005, before me, the
Execution by Company.   subscriber, a Notary Public within and for the County of
                        Wayne, in the State of Michigan, acting in the County of
                        Wayne, personally appeared N.A. Khouri, to me personally
                        known, who, being by me duly sworn, did say that he does
                        business at 2000 2nd Avenue, Detroit, Michigan 48226 and
                        is the Vice President and Treasurer of THE DETROIT
                        EDISON COMPANY, one of the corporations described in and
                        which executed the foregoing instrument; that he knows
                        the corporate seal of the said corporation and that the
                        seal affixed to said instrument is the corporate seal of
                        said corporation; and that said instrument was signed
                        and sealed in behalf of said corporation by authority of
                        its Board of Directors and that he subscribed his name
                        thereto by like authority; and said N.A. Khouri
                        acknowledged said instrument to be the free act and deed
                        of said corporation.

(Notarial Seal)

                             _______________________________
                             Notary Public, State of Michigan
                             County of Wayne
                             My Commission Expires ________________
                             Acting in the County of Wayne

                                       39
<PAGE>

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

(Corporate Seal)  By:________________________________
                     Name:
                     Title:

Attest:

Name: ________________________
Title: _______________________

Signed, sealed and delivered by

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
in the presence of

______________________________________
Name:

______________________________________
Name:

                                       40
<PAGE>

                                STATE OF MICHIGAN
                                SS:
                                COUNTY OF WAYNE

Acknowledgment of       On this _____ day of __________ 2005, before me, the
Execution by Trustee.   subscriber, a Notary Public within and for the County of
                        Wayne, in the State of Michigan, personally appeared
                        ________________, to me personally known, who, being by
                        me duly sworn, did say that his business office is
                        located at 611 Woodward Avenue, Detroit, Michigan 48226,
                        and he is ___________________ of J.P. MORGAN TRUST
                        COMPANY, NATIONAL ASSOCIATION, one of the corporations
                        described in and which executed the foregoing
                        instrument; that he knows the corporate seal of the said
                        corporation and that the seal affixed to said instrument
                        is the corporate seal of said corporation; and that said
                        instrument was signed and sealed in behalf of said
                        corporation by authority of its Board of Directors and
                        that he subscribed his name thereto by like authority;
                        and said ________________ acknowledged said instrument
                        to be the free act and deed of said corporation.

(Notarial Seal)         ____________________________________
                        Notary Public, State of Michigan
                        No.
                        County of Wayne
                        Commission Expires _________________
                        Acting in the County of ____________

                                       41
<PAGE>

                                STATE OF MICHIGAN
                                SS:
                                COUNTY OF WAYNE.

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

                     _______________________________________
                     N.A. Khouri
                     Vice President and Treasurer
                     The Detroit Edison Company

              Sworn to before me this ____ day of __________, 2005

(Notarial Seal)      _______________________________________
                     Notary Public, State of Michigan
                     County of Wayne
                     My Commission Expires _______________
                     Acting in the County of Wayne

                                       42
<PAGE>

                         This instrument was drafted by
                           Teresa M. Sebastian, Esq.,

                             When recorded return to
                            Teresa M. Sebastian, Esq.
                                 2000 2nd Avenue
                                     688 WCB
                             Detroit, Michigan 48226

                                       43