exv4w259






Exhibit 4-259




INDENTURE




DATED AS OF OCTOBER 1, 2008




 






THE DETROIT EDISON COMPANY

(2000 2nd Avenue, Detroit, Michigan 48226)




TO




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(Successor to J.P. Morgan Trust Company, National Association)

(719 Griswold Street, Suite 930, Detroit, Michigan 48226)




AS TRUSTEE




 






SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST

DATED AS OF OCTOBER 1, 1924




PROVIDING FOR




(A) GENERAL AND REFUNDING MORTGAGE BONDS,

2008 SERIES J




AND




(B)      RECORDING AND FILING DATA




1









 





TABLE OF CONTENTS*




	 	 	 	 	 
	 	 	PAGE
	PARTIES
	 	 	3	 
	RECITALS
	 	 	3	 
	Original Indenture and Supplementals
	 	 	3	 
	Issue of Bonds Under Indenture
	 	 	3	 
	Bonds Heretofore Issued
	 	 	4	 
	Reason for Creation of New Series
	 	 	10	 
	Bonds to be 2008 Series J
	 	 	10	 
	Further Assurance
	 	 	10	 
	Authorization of Supplemental Indenture
	 	 	11	 
	Consideration for Supplemental Indenture
	 	 	11	 
	PART I. CREATION OF THREE HUNDRED FIFTY-THIRD SERIES OF BONDS, GENERAL AND REFUNDING
MORTGAGE BONDS, 2008 SERIES J
	 	 	11	 
	Sec. 1. Terms of Bonds of 2008 Series J
	 	 	11	 
	Sec. 2. Release
	 	 	13	 
	Sec. 3. Redemption of Bonds of 2008 Series J
	 	 	14	 
	Sec. 4. Redemption of Bonds of 2008 Series J in Event of Acceleration of
Notes
	 	 	14	 
	Sec. 5. Form of Bonds of 2008 Series J
	 	 	15	 
	Form of Trustee’s Certificate
	 	 	16	 
	Form of Reverse of Bond
	 	 	16	 
	PART II. RECORDING AND FILING DATA
	 	 	19	 
	Recording and Filing of Original Indenture
	 	 	19	 
	Recording and Filing of Supplemental Indentures
	 	 	19	 
	Recording and Filing of Supplemental Indenture Dated as of June 1, 2008
	 	 	24	 
	Recording and Filing of Supplemental Indenture Dated as of July 1, 2008
	 	 	25	 
	Recording of Certificates of Provision for Payment
	 	 	25	 
	PART III. THE TRUSTEE
	 	 	26	 
	Terms and Conditions of Acceptance of Trust by Trustee
	 	 	26	 
	PART IV. MISCELLANEOUS
	 	 	26	 
	Confirmation of Section 318(c) of Trust Indenture Act
	 	 	26	 
	Execution in Counterparts
	 	 	26	 
	EXECUTION
	 	 	27	 
	Testimonium
	 	 	27	 
	Execution by Company
	 	 	28	 
	Acknowledgment of Execution by Company
	 	 	29	 
	Execution by Trustee
	 	 	30	 
	Acknowledgment of Execution by Trustee
	 	 	31	 
	Affidavit as to Consideration and Good Faith
	 	 	32	 








 




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




2









 










	 	 	 
	PARTIES.

	 	SUPPLEMENTAL INDENTURE, dated as of the 1st day of October, in the year
2008, between THE DETROIT EDISON COMPANY, a corporation organized and
existing under the laws of the State of Michigan and a public utility,
having its corporate offices at 2000 2nd Avenue, Detroit, Michigan
48226 (hereinafter called the “Company”), party of the first part, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (successor to J.P.
Morgan Trust Company, National Association), a trust company organized
and existing under the laws of the United States, having a corporate
trust office at 719 Griswold Street, Suite 930, Detroit, Michigan
48226, as successor Trustee under the Mortgage and Deed of Trust
hereinafter mentioned (hereinafter called the “Trustee”), party of the
second part.
	 
	 	 
	ORIGINAL
INDENTURE AND
SUPPLEMENTALS.

	 	WHEREAS, the Company has heretofore executed and delivered its Mortgage
and Deed of Trust (hereinafter referred to as the “Original
Indenture”), dated as of October 1, 1924, to the Trustee, for the
security of all bonds of the Company outstanding thereunder, and
pursuant to the terms and provisions of the Original Indenture,
indentures dated as of, respectively, June 1, 1925, August 1, 1927,
February 1, 1931, June 1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, November 1, 1936, February 1, 1940, December 1,
1940, September 1, 1947, March 1, 1950, November 15, 1951, January 15,
1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June
1, 1959, December 1, 1966, October 1, 1968, December 1, 1969, July 1,
1970, December 15, 1970, June 15, 1971, November 15, 1971, January 15,
1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975,
December 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976,
February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977, October
1, 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1, 1979,
September 1, 1979, September 15, 1979, January 1, 1980, April 1, 1980,
August 15, 1980, August 1, 1981, November 1, 1981, June 30, 1982,
August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15,
1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30,
1986, January 31, 1987, April 1, 1987, August 15, 1987, November 30,
1987, June 15, 1989, July 15, 1989, December 1, 1989, February 15,
1990, November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991,
September 1, 1991, November 1, 1991, January 15, 1992, February 29,
1992, April 15, 1992, July 15, 1992, July 31, 1992, November 30, 1992,
December 15, 1992, January 1, 1993, March 1, 1993, March 15, 1993,
April 1, 1993, April 26, 1993, May 31, 1993, June 30, 1993, June 30,
1993, September 15, 1993, March 1, 1994, June 15, 1994, August 15,
1994, December 1, 1994, August 1, 1995, August 1, 1999, August 15,
1999, January 1, 2000, April 15, 2000, August 1, 2000, March 15, 2001,
May 1, 2001, August 15, 2001, September 15, 2001, September 17, 2002,
October 15, 2002, December 1, 2002, August 1, 2003, March 15, 2004,
July 1, 2004, February 1, 2005, April 1, 2005, August 1, 2005,
September 15, 2005, September 30, 2005, May 15, 2006, December 1, 2006,
December 1, 2007, April 1, 2008, May 1, 2008, June 1, 2008 and July 1,
2008 supplemental to the Original Indenture, have heretofore been
entered into between the Company and the Trustee (the Original
Indenture and all indentures supplemental thereto together being
hereinafter sometimes referred to as the “Indenture”); and
	 
	 	 
	ISSUE OF BONDS UNDER INDENTURE.

	 	WHEREAS, the Indenture provides that said bonds shall be issuable in
one or more series, and makes provision that the rates of interest and
dates for the payment thereof, the date of maturity or dates of
maturity, if of serial maturity,






3









 






	 	 	 
	 

	 	the terms and rates of optional
redemption (if redeemable),
the forms of registered bonds without
coupons of any series and any other provisions and agreements in
respect thereof, in the Indenture provided and permitted, as the Board
of Directors may determine, may be expressed in a supplemental
indenture to be made by the Company to the Trustee thereunder; and
	 
	 	 
	BONDS
HERETOFORE
ISSUED.

	 	WHEREAS, bonds in the principal amount of Twelve billion nine hundred
eighty-one million three hundred fifty-two thousand dollars
($12,981,352,000) have heretofore been issued under the Indenture as
follows, viz:






	 	 	 	 	 
	(1)

	 	Bonds of Series A
	 	— Principal Amount $26,016,000,
	 
	 	 	 	 
	(2)

	 	Bonds of Series B
	 	— Principal Amount $23,000,000,
	 
	 	 	 	 
	(3)

	 	Bonds of Series C
	 	— Principal Amount $20,000,000,
	 
	 	 	 	 
	(4)

	 	Bonds of Series D
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 
	(5)

	 	Bonds of Series E
	 	— Principal Amount $15,000,000,
	 
	 	 	 	 
	(6)

	 	Bonds of Series F
	 	— Principal Amount $49,000,000,
	 
	 	 	 	 
	(7)

	 	Bonds of Series G
	 	— Principal Amount $35,000,000,
	 
	 	 	 	 
	(8)

	 	Bonds of Series H
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 
	(9)

	 	Bonds of Series I
	 	— Principal Amount $60,000,000,
	 
	 	 	 	 
	(10)

	 	Bonds of Series J
	 	— Principal Amount $35,000,000,
	 
	 	 	 	 
	(11)

	 	Bonds of Series K
	 	— Principal Amount $40,000,000,
	 
	 	 	 	 
	(12)

	 	Bonds of Series L
	 	— Principal Amount $24,000,000,
	 
	 	 	 	 
	(13)

	 	Bonds of Series M
	 	— Principal Amount $40,000,000,
	 
	 	 	 	 
	(14)

	 	Bonds of Series N
	 	— Principal Amount $40,000,000,
	 
	 	 	 	 
	(15)

	 	Bonds of Series O
	 	— Principal Amount $60,000,000,
	 
	 	 	 	 
	(16)

	 	Bonds of Series P
	 	— Principal Amount $70,000,000,
	 
	 	 	 	 
	(17)

	 	Bonds of Series Q
	 	— Principal Amount $40,000,000,
	 
	 	 	 	 
	(18)

	 	Bonds of Series W
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 
	(19)

	 	Bonds of Series AA
	 	— Principal Amount $100,000,000,
	 
	 	 	 	 
	(20)

	 	Bonds of Series BB
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 
	(21)

	 	Bonds of Series CC
	 	— Principal Amount $50,000,000,
	 
	 	 	 	 
	(22)

	 	Bonds of Series UU
	 	— Principal Amount $100,000,000,
	 
	 	 	 	 





4









 






	 	 	 	 	 
	(23-31)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	 	Bonds of Series U
	 	— Principal Amount $75,000,000,






5









 






	 	 	 	 	 
	(258)

	 	Bonds of 1986 Series B
	 	— Principal Amount $100,000,000,
	 
	 	 	 	 
	(259)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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






6









 






	 	 	 	 	 
	 
	 	 	 	 
	(285)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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






7









 






	 	 	 	 	 
	(316)

	 	Bonds of 2005 Series DT
	 	— Principal Amount $119,175,000, and
	 
	 	 	 	 
	(317)

	 	Bonds of 1991 Series AP
	 	— Principal Amount $32,375,000;






	 	 	 
	 

	 	all of which have either been retired and cancelled, or no longer
represent obligations of the Company, having matured or having been
called for 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;
	 
	 	 
	(318)

	 	Bonds of 1990 Series B in the principal amount of Two hundred fifty-six
million nine hundred thirty-two thousand dollars ($256,932,000) of
which One hundred eighty million eight hundred four thousand dollars
($180,804,000) principal amount have heretofore been retired;
	 
	 	 
	(319)

	 	Bonds of 1990 Series C in the principal amount of Eighty-five million
four hundred seventy-five thousand dollars ($85,475,000) of which
Sixty-four million nine hundred sixty-one thousand dollars
($64,961,000) principal amount have heretofore been retired;
	 
	 	 
	(320)

	 	INTENTIONALLY RESERVED FOR 1990 SERIES E;
	 
	 	 
	(321)

	 	INTENTIONALLY RESERVED FOR 1990 SERIES F;
	 
	 	 
	(322)

	 	Bonds of 1991 Series BP in the principal amount of Twenty-five million
nine hundred ten thousand dollars ($25,910,000), all of which are
outstanding at the date hereof;
	 
	 	 
	(323)

	 	Bonds of 1991 Series CP in the principal amount of Thirty-two million
eight hundred thousand dollars ($32,800,000), all of which are
outstanding at the date hereof;
	 
	 	 
	(324)

	 	Bonds of 1991 Series DP in the principal amount of Thirty-seven million
six hundred thousand dollars ($37,600,000), all of which are
outstanding at the date hereof;
	 
	 	 
	(325)

	 	Bonds of 1992 Series AP in the principal amount of Sixty-six million
dollars ($66,000,000), all of which are outstanding at the date hereof;
	 
	 	 
	(326)

	 	Bonds of 1993 Series AP in the principal amount of Sixty-five million
dollars ($65,000,000), all of which are outstanding at the date hereof;
	 
	 	 
	(327)

	 	Bonds of 1999 Series AP in the principal amount of One hundred eighteen
million three hundred sixty thousand dollars ($118,360,000), all of
which are outstanding at the date hereof;
	 
	 	 
	(328)

	 	Bonds of 1999 Series BP in the principal amount of Thirty-nine million
seven hundred forty-five thousand dollars ($39,745,000), all of which
are outstanding of the date hereof;
	 
	 	 
	(329)

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






8









 






	 	 	 
	(330)

	 	Bonds of 2000 Series B in the principal amount of Fifty million seven
hundred forty-five thousand dollars ($50,745,000), all of which are
outstanding at the date hereof;
	 
	 	 
	(331)

	 	Bonds of 2001 Series AP in the principal amount of Thirty-one million
($31,000,000), all of which are outstanding at the date hereof;
	 
	 	 
	(332)

	 	Bonds of 2001 Series BP in the principal amount of Eighty-two million
three hundred fifty thousand ($82,350,000), all of which are
outstanding at the date hereof;
	 
	 	 
	(333)

	 	Bonds of 2001 Series CP in the principal amount of One hundred
thirty-nine million eight hundred fifty-five thousand dollars
($139,855,000), all of which are outstanding at the date hereof;
	 
	 	 
	(334)

	 	Bonds of 2001 Series E in the principal amount of Five hundred million
dollars ($500,000,000), all of which are outstanding at the date
hereof;
	 
	 	 
	(335)

	 	Bonds of 2002 Series A in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are
outstanding at the date hereof;
	 
	 	 
	(336)

	 	Bonds of 2002 Series B in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are
outstanding at the date hereof;
	 
	 	 
	(337)

	 	Bonds of 2002 Series C in the principal amount of Sixty-four million
three hundred thousand dollars ($64,300,000), all of which are
outstanding at the date hereof;
	 
	 	 
	(338)

	 	Bonds of 2002 Series D in the principal amount of Fifty-five million
nine hundred seventy-five thousand dollars ($55,975,000), all of which
are outstanding at the date hereof;
	 
	 	 
	(339)

	 	Bonds of 2003 Series A in the principal amount of Forty-nine million
dollars ($49,000,000), all of which are outstanding at the date hereof;
	 
	 	 
	(340)

	 	Bonds of 2004 Series A in the principal amount of Thirty-six million
dollars ($36,000,000), all of which are outstanding at the date hereof;
	 
	 	 
	(341)

	 	Bonds of 2004 Series B in the principal amount of Thirty-one million
nine hundred eighty thousand dollars ($31,980,000), all of which are
outstanding at the date hereof;
	 
	 	 
	(342)

	 	Bonds of 2004 Series D in the principal amount of Two hundred million
dollars ($200,000,000), all of which are outstanding at the date
hereof;
	 
	 	 
	(343)

	 	Bonds of 2005 Series AR in the principal amount of Two hundred million
dollars ($200,000,000), all of which are outstanding at the date
hereof;
	 
	 	 
	(344)

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





9









 






	 	 	 
	(345)

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

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

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

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

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

	 	Bonds of 2008 Series ET in the principal amount of One hundred nineteen
million one hundred seventy-five thousand dollars ($119,175,000), all
of which are outstanding at the date hereof;
	 
	 	 
	(351)

	 	Bonds of 2008 Series G in the principal amount of Three hundred million
dollars ($300,000,000), all of which are outstanding at the date
hereof; and
	 
	 	 
	(352)

	 	Bonds of 2008 Series KT 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;
	 
	 	 
	 

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






	 	 	 
	REASON FOR CREATION OF NEW
SERIES.

	 	WHEREAS, the Company intends to issue a series of Notes under the Note
Indenture herein referred to, and, pursuant to the Note Indenture, the
Company has agreed to issue its General and Refunding Mortgage Bonds
under the Indenture in order further to secure its obligations with
respect to such Notes; and
	 
	 	 
	BONDS TO BE 2008 SERIES J.

	 	WHEREAS, for such purpose the Company desires by this Supplemental
Indenture to create a new series of bonds, to be designated “General
and Refunding Mortgage Bonds, 2008 Series J,” in the aggregate
principal amount of Two hundred fifty million dollars ($250,000,000),
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






10









 






	 	 	 
	 

	 	and confirming
unto the Trustee all or any part of the trust estate, whether then or
thereafter owned or acquired by the Company (saving and excepting,
however, property specifically excepted or released from the lien
thereof); and
	 
	 	 
	AUTHORIZATION OF SUPPLEMENTAL
INDENTURE.

	 	WHEREAS, the Company in the exercise of the powers and authority
conferred upon and reserved to it under and by virtue of the provisions
of the Indenture, and pursuant to resolutions of its Board of
Directors, has duly resolved and determined to make, execute and
deliver to the Trustee a supplemental indenture in the form hereof for
the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid and legally binding instrument in
accordance with its terms have been done, performed and fulfilled, and
the execution and delivery hereof have been in all respects duly
authorized;
	 
	 	 
	CONSIDERATION FOR SUPPLEMENTAL
INDENTURE.

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

	 	PART I.



CREATION OF THREE HUNDRED FIFTY-THIRD

SERIES OF BONDS,

GENERAL AND REFUNDING MORTGAGE BONDS,

2008 SERIES J






	 	 	 
	TERMS OF BONDS OF
2008 SERIES J.

	 	SECTION 1. The Company hereby creates the three hundred fifty-third series of bonds to
be issued under and secured by the Original Indenture as amended to date and as
further amended by this Supplemental Indenture, to be designated, and to be
distinguished from the bonds of all other series, by the title “General and Refunding
Mortgage Bonds, 2008 Series J” (elsewhere herein referred to as the “bonds of 2008
Series J”). The aggregate principal amount of bonds of 2008 Series J shall be limited
to Two hundred fifty million dollars ($250,000,000), 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 2008 Series J, “reopen” the bonds of 2008 Series J 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 2008 Series J have the same tenor and terms as the
bonds of 2008 Series J established hereby.
	 
	 	 
	 

	 	Subject to the release provisions set forth below, each bond of 2008 Series J is to be
irrevocably assigned to, and registered in the name of, The Bank of New York Mellon
Trust Company, N.A., as trustee, or a successor trustee (said






11









 






	 	 	 
	 

	 	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, as supplemented (the “Note
Indenture”), between the Note Indenture Trustee and the Company, to secure payment of
the Company’s 2008 Series J 6.40% Senior Notes due 2013 (for purposes of this Part I,
the “Notes”).
	 
	 	 
	 

	 	The bonds of 2008 Series J shall be issued as registered bonds without coupons in
denominations of a multiple of $1,000. The bonds of 2008 Series J shall be issued in
the aggregate principal amount of $250,000,000, shall mature on October 1, 2013
(subject to earlier redemption or release) and shall bear interest at the rate of
6.40% per annum, payable semi-annually in arrears on April 1 and October 1 of each
year (commencing April 1, 2009), until the principal thereof shall have become due and
payable and thereafter until the Company’s obligation with respect to the payment of
said principal shall have been discharged as provided in the Indenture.
	 
	 	 
	 

	 	The bonds of 2008 Series J shall be payable as to principal, premium, if any, and
interest as provided in the Indenture, but only to the extent and in the manner herein
provided. The bonds of 2008 Series J shall be payable, as to principal, premium, if
any, and interest, at the office or agency of the Company in the Borough of Manhattan,
the City and State of New York, in any coin or currency of the United States of
America which at the time of payment is legal tender for public and private debts.
	 
	 	 
	 

	 	Except as provided herein, each bond of 2008 Series J shall be dated the date of its
authentication and interest shall be payable on the principal represented thereby from
the April 1 or October 1 next preceding the date thereof to which interest has been
paid on bonds of 2008 Series J, 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 April 1, 2009 in
which case interest shall be payable from October 10, 2008.
	 
	 	 
	 

	 	The bonds of 2008 Series J in definitive form shall be, at the election of the
Company, fully engraved or shall be lithographed or printed in authorized
denominations as aforesaid and numbered R-1 and upwards (with such further designation
as may be appropriate and desirable to indicate by such designation the form, series
and denomination of bonds of 2008 Series J). Until bonds of 2008 Series J in
definitive form are ready for delivery, the Company may execute, and upon its request
in writing the Trustee shall authenticate and deliver in lieu thereof, bonds of 2008
Series J in temporary form, as provided in Section 10 of Article II of the Indenture.
Temporary bonds of 2008 Series J, if any, may be printed and may be issued in
authorized denominations in substantially the form of definitive bonds of 2008
Series J, but without a recital of redemption prices and with such omissions,
insertions and variations as may be appropriate for temporary bonds, all as may be
determined by the Company.
	 
	 	 
	 

	 	Interest on any bond of 2008 Series J 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






12









 






	 	 	 
	 

	 	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 2008 Series J, such defaulted interest shall
forthwith cease to be payable to the registered holder of that bond on the relevant
regular record date by virtue of his having been such holder, and such defaulted
interest may be paid to the registered holder of that bond (or any bond or bonds of
2008 Series J issued upon transfer or exchange thereof) on the date of payment of such
defaulted interest or, at the election of the Company, to the person in whose name
that bond (or any bond or bonds of 2008 Series J issued upon transfer or exchange
thereof) is registered on a subsequent record date established by notice given by mail
by or on behalf of the Company to the holders of bonds of 2008 Series J not less than
ten (10) days preceding such subsequent record date, which subsequent record date
shall be at least five (5) days prior to the payment date of such defaulted interest.
	 
	 	 
	 

	 	Bonds of 2008 Series J shall not be assignable or transferable except as may be set
forth under Section 405 of the Note Indenture or in the supplemental note indenture
relating to the Notes, or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and remedies consequent upon an Event
of Default under the Note Indenture. Any such transfer shall be made upon surrender
thereof for cancellation at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, together with a written instrument of
transfer (if so required by the Company or by the Trustee) in form approved by the
Company duly executed by the holder or by its duly authorized attorney. Bonds of 2008
Series J shall in the same manner be exchangeable for a like aggregate principal
amount of bonds of 2008 Series J upon the terms and conditions specified herein and in
Section 7 of Article II of the Indenture. The Company waives its rights under Section
7 of Article II of the Indenture not to make exchanges or transfers of bonds of 2008
Series J during any period of ten (10) days next preceding any redemption date for
such bonds.
	 
	 	 
	 

	 	Bonds of 2008 Series J, in definitive and temporary form, may bear such legends as may
be necessary to comply with any law or with any rules or regulations made pursuant
thereto or as may be specified in the Note Indenture.
	 
	 	 
	 

	 	Upon payment of the principal or premium, if any, or interest on the Notes, whether at
maturity or prior to maturity by redemption or otherwise, or upon provision for the
payment thereof having been made in accordance with Article V of the Note Indenture,
bonds of 2008 Series J in a principal amount equal to the principal amount of such
Notes, shall, to the extent of such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company thereunder to make such payment
shall forthwith cease and be discharged, and, in the case of the payment of principal
and premium, if any, such bonds shall be surrendered for cancellation or presented for
appropriate notation to the Trustee.
	 
	 	 
	RELEASE.

	 	SECTION 2. From and after the Release Date (as defined in the Note Indenture), the
bonds of 2008 Series J shall be deemed fully paid, satisfied and discharged and the
obligation of the Company thereunder shall be terminated. On the Release Date, the
bonds of 2008 Series J shall be surrendered to and






13









 






	 	 	 
	 

	 	canceled by the Trustee. The
Company covenants and agrees that, prior to the Release Date, it will not take any
action that would cause the outstanding principal amount of the bonds of 2008 Series J
to be less than the then-outstanding principal amount of the Notes.
	 
	 	 
	REDEMPTION OF BONDS
OF 2008 SERIES J.

	SECTION 3. Bonds of 2008 Series J shall be redeemed on the respective dates and in the
respective principal amounts which correspond to the redemption dates for, and the
principal amounts to be redeemed of, the Notes.
	 
	 	 
	 

	 	In the event the Company elects to redeem any Notes prior to maturity in accordance
with the provisions of the Note Indenture, the Company shall give the Trustee notice
of redemption of bonds of 2008 Series J on the same date as it gives notice of
redemption of Notes to the Note Indenture Trustee.
	 
	 	 
	REDEMPTION OF BONDS
OF 2008 SERIES J IN
EVENT OF
ACCELERATION OF
NOTES.

	 	SECTION 4. In the event of an Event of Default under the Note Indenture and the
acceleration of all Notes, the bonds of 2008 Series J shall be redeemable in whole
upon receipt by the Trustee of a written demand (hereinafter called a “Redemption
Demand”) from the Note Indenture Trustee stating that there has occurred under the
Note Indenture both an Event of Default and a declaration of acceleration of payment
of principal, accrued interest and premium, if any, on the Notes, specifying the last
date to which interest on the Notes has been paid (such date being hereinafter
referred to as the “Initial Interest Accrual Date”) and demanding redemption of the
bonds of said series. 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 2008 Series J shall be redeemed by the Company on the Demand Redemption
Date therefor upon surrender thereof by the Note Indenture Trustee to the Trustee at a
redemption price equal to the principal amount thereof plus accrued interest thereon
at the rate specified for such bond from the Initial Interest Accrual Date to the
Demand Redemption Date plus an amount equal to the aggregate premium, if any, due and
payable on such Demand Redemption Date on all Notes; provided, however, that in the
event of a receipt by the Trustee of a notice that, pursuant to Section 602 of the
Note Indenture, the Note Indenture Trustee has terminated proceedings to enforce any
right under the Note Indenture, then any Redemption Demand shall






14









 






	 	 	 
	 
	 	 
	 

	 	thereby be rescinded
by the Note Indenture Trustee, and no Demand Redemption Notice shall be given, or, if
already given, shall be automatically annulled; but no such rescission or annulment
shall extend to or affect any subsequent default or impair any right consequent
thereon.
	 
	 	 
	 

	 	Anything herein contained to the contrary notwithstanding, the Trustee is not
authorized to take any action pursuant to a Redemption Demand and such Redemption
Demand shall be of no force or effect, unless it is executed in the name of the Note
Indenture Trustee by its President or one of its Vice Presidents.
	 
	 	 
	FORM
OF BONDS OF
2008 SERIES J.

	 	SECTION 5. The bonds of 2008 Series J (including the reverse thereof) and the form of
Trustee’s Certificate to be endorsed on such bonds shall be substantially in the
following forms, respectively:
	 
	 	 
	 

	 	THE DETROIT EDISON COMPANY

GENERAL AND REFUNDING MORTGAGE BOND

2008 SERIES J
	 
	 	 
	 

	 	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 by the supplemental indenture thereto dated as of
October 1, 2008, between The Detroit Edison Company and The Bank of New York Mellon
Trust Company, N.A., as Note Indenture Trustee, or, subject to compliance with
applicable law, as may be involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under said Indenture.
	 
	 	 





	 	 	 	 	 
	 

	 	$                                        
	 	No. R-                    






	 	 	 
	 

	 	THE DETROIT EDISON COMPANY (hereinafter called the “Company”), a corporation of the
State of Michigan, for value received, hereby promises to pay to The Bank of New York
Mellon Trust Company, N. A., as Note Indenture Trustee, or registered assigns, at the
Company’s office or agency in the Borough of Manhattan, the City and State of New
York, the principal sum of               
                  
        Dollars ($        
      
                    
      ) in lawful money
of the United States of America on October 1, 2013 (subject to earlier redemption or
release) and interest thereon at the rate of 6.40% per annum, in like lawful money,
from October 10, 2008, and after the first payment of interest on bonds of this Series
has been made or otherwise provided for, from the most recent date to which interest
has been paid or otherwise provided for, semi-annually on April 1 and October 1 of
each year (commencing April 1, 2009), 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 October 1, 2008 (hereinafter called the “Note Indenture”),
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor
trustee (hereinafter called the “Note Indenture Trustee”), the Company has issued its
2008 Series J 6.40% Senior Notes due






15









 






	 	 	 
	 

	 	2013 (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 The Bank of
New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor
thereunder, shall have signed the form of certificate endorsed hereon.
	 
	 	 
	 

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

	 	Dated:                                         






	 	 	 	 	 
	 	THE DETROIT EDISON COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 
	 	 	[Corporate Seal]	 	 
	 
	 	 	 	 	 	 
	 

	 	Attest:	 	 	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






	 	 	 
	 

	 	[FORM OF TRUSTEE’S CERTIFICATE]
	 
	 	 
	FORM OF TRUSTEE’S
CERTIFICATE.

	 	This bond is one of the bonds, of the series designated therein, described in the
within-mentioned Indenture.






	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON 

TRUST COMPANY, N.A., as Trustee

 	 
	 	By:  	


 	 
	 	 	Authorized Representative 	 
	 	 	 	 
	 



	 	 	 
	 

	 	[FORM OF REVERSE OF BOND]
	 
	 	 
	FORM OF REVERSE OF 

BOND

	 	This bond is one of an authorized issue of bonds of the Company, unlimited as






16









 






	 	 	 
	 

	 	to
amount except as provided in the Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds
known as 2008 Series J, limited to an aggregate principal amount of $250,000,000,
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 The Bank of
New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all
indentures supplemental thereto (including the Supplemental Indenture dated as of
October 1, 2008) reference is hereby made for a description of the properties and
franchises mortgaged and conveyed, the nature and extent of the security, the terms
and conditions upon which the bonds are issued and under which additional bonds may be
issued, and the rights of the holders of the bonds and of the Trustee in respect of
such security (which Indenture and all indentures supplemental thereto, including the
Supplemental Indenture dated as of October 1, 2008, are hereinafter collectively
called the “Indenture”). As provided in the Indenture, said bonds may be for various
principal sums and are issuable in series, which may mature at different times, may
bear interest at different rates and may otherwise vary as in said Indenture provided.
With the consent of the Company and to the extent permitted by and as provided in the
Indenture, the rights and obligations of the Company and of the holders of the bonds
and the terms and provisions of the Indenture, or of any indenture supplemental
thereto, may be modified or altered in certain respects by affirmative vote of at
least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the
rights of one or more, but less than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by affirmative vote of at least
eighty-five percent (85%) in amount of the series of bonds so to be affected
(excluding in every instance bonds disqualified from voting by reason of the Company’s
interest therein as specified in the Indenture); provided, however, that, without the
consent of the holder hereof, no such modification or alteration shall, among other
things, affect the terms of payment of the principal of or the interest on this bond,
which in those respects is unconditional.
	 
	 	 
	 

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

	 	Under the Indenture, funds may be deposited with the Trustee (which shall have become
available for payment), in advance of the redemption date of any of the bonds of 2008
Series J (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






17









 






	 	 	 
	 

	 	Indenture or with respect to such bonds (or portions thereof) and
interest.
	 
	 	 
	 

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

	 	Upon payment of the principal of, or premium, if any, or interest on, the Notes,
whether at maturity or prior to maturity by redemption or otherwise or upon provision
for the payment thereof having been made in accordance with Article V of the Note
Indenture, bonds of 2008 Series J in a principal amount equal to the principal amount
of such Notes, and having both a corresponding maturity date and interest rate shall,
to the extent of such payment of principal, premium or interest, be deemed fully paid
and the obligation of the Company thereunder to make such payment shall forthwith
cease and be discharged, and, in the case of the payment of principal and premium, if
any, such bonds of said series shall be surrendered for cancellation or presented for
appropriate notation to the Trustee.
	 
	 	 
	 

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

	 	From and after the Release Date (as defined in the Note Indenture), the bonds of 2008
Series J shall be deemed fully paid, satisfied and discharged and the obligation of
the Company thereunder shall be terminated. On the Release Date, the bonds of 2008
Series J 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 2008 Series J 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






18









 






	 	 	 
	

	 	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.
	 
	 	 
	 

	 	RECORDING AND FILING DATA
	 
	 	 





	 	 	 
	RECORDING AND FILING OF ORIGINAL
INDENTURE.

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

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

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






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	June 1, 1925(a)(b)

	 	Series B Bonds
	 	February 1, 1940
	August 1, 1927(a)(b)

	 	Series C Bonds
	 	February 1, 1940
	February 1, 1931(a)(b)

	 	Series D Bonds
	 	February 1, 1940
	June 1, 1931(a)(b)

	 	Subject Properties
	 	February 1, 1940
	October 1, 1932(a)(b)

	 	Series E Bonds
	 	February 1, 1940
	September 25, 1935(a)(b)

	 	Series F Bonds
	 	February 1, 1940
	September 1, 1936(a)(b)

	 	Series G Bonds
	 	February 1, 1940
	November 1, 1936(a)(b)

	 	Subject Properties
	 	February 1, 1940
	February 1, 1940(a)(b)

	 	Subject Properties
	 	September 1, 1947
	December 1, 1940(a)(b)

	 	Series H Bonds and Additional
Provisions
	 	September 1, 1947
	September 1, 1947(a)(b)(c)

	 	Series I Bonds, Subject
Properties and Additional
Provisions
	 	November 15, 1951
	March 1, 1950(a)(b)(c)

	 	Series J Bonds and Additional
Provisions
	 	November 15, 1951






19









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	November 15, 1951(a)(b)(c)

	 	Series K Bonds, Additional
Provisions and Subject Properties
	 	January 15, 1953
	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 Properties
	 	June 1, 1959
	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 Properties
	 	October 1, 1968
	October 1, 1968(a)(c)

	 	Series S Bonds and Subject
Properties
	 	December 1, 1969
	December 1, 1969(a)(c)

	 	Series T Bonds and Subject
Properties
	 	July 1, 1970
	July 1, 1970(c)

	 	Series U Bonds and Subject
Properties
	 	December 15, 1970
	December 15, 1970(c)

	 	Series V Bonds and Series W Bonds
	 	June 15, 1971
	June 15, 1971(c)

	 	Series X Bonds and Subject
Properties
	 	November 15, 1971
	November 15, 1971(c)

	 	Series Y Bonds and Subject
Properties
	 	January 15, 1973
	January 15, 1973(c)

	 	Series Z Bonds and Subject
Properties
	 	May 1, 1974
	May 1, 1974

	 	Series AA Bonds and Subject
Properties
	 	October 1, 1974
	October 1, 1974

	 	Series BB Bonds and Subject
Properties
	 	January 15, 1975
	January 15, 1975

	 	Series CC Bonds and Subject
Properties
	 	November 1, 1975
	November 1, 1975

	 	Series DDP Nos. 1-9 Bonds and
Subject Properties
	 	December 15, 1975
	December 15, 1975

	 	Series EE Bonds and Subject
Properties
	 	February 1, 1976
	February 1, 1976

	 	Series FFR Nos. 1-13 Bonds
	 	June 15, 1976
	June 15, 1976

	 	Series GGP Nos. 1-7 Bonds and
Subject Properties
	 	July 15, 1976
	July 15, 1976

	 	Series HH Bonds and Subject
Properties
	 	February 15, 1977






20









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	February 15, 1977

	 	Series MMP Bonds and Subject
Properties
	 	March 1, 1977
	March 1, 1977

	 	Series IIP Nos. 1-7 Bonds, Series
	 	June 15, 1977
	 

	 	JJP Nos. 1-7 Bonds, Series KKP	 	 
	 

	 	Nos. 1-7 Bonds and Series LLP	 	 
	 

	 	Nos. 1-7 Bonds	 	 
	June 15, 1977

	 	Series FFR No. 14 Bonds and
	 	July 1, 1977
	 

	 	Subject Properties	 	 
	July 1, 1977

	 	Series NNP Nos. 1-7 Bonds and
	 	October 1, 1977
	 

	 	Subject Properties	 	 
	October 1, 1977

	 	Series GGP Nos. 8-22 Bonds and
	 	June 1, 1978
	 

	 	Series OOP Nos. 1-17 Bonds and	 	 
	 

	 	Subject Properties	 	 
	June 1, 1978

	 	Series PP Bonds, Series QQP Nos.
1-9 Bonds and Subject Properties
	 	October 15, 1978
	October 15, 1978

	 	Series RR Bonds and Subject
	 	March 15, 1979
	 

	 	Properties	 	 
	March 15, 1979

	 	Series SS Bonds and Subject
Properties
	 	July 1, 1979
	July 1, 1979

	 	Series IIP Nos. 8-22 Bonds,
	 	September 1, 1979
	 

	 	Series NNP Nos. 8-21 Bonds and	 	 
	 

	 	Series TTP Nos. 1-15 Bonds and	 	 
	 

	 	Subject Properties	 	 
	September 1, 1979

	 	Series JJP No. 8 Bonds, Series
	 	September 15, 1979
	 

	 	KKP No. 8 Bonds,
Series LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series OOP No. 18 Bonds
and Subject Properties	 	 
	September 15, 1979

	 	Series UU Bonds
	 	January 1, 1980
	January 1, 1980

	 	1980 Series A Bonds and Subject
Properties
	 	April 1, 1980
	April 1, 1980

	 	1980 Series B Bonds
	 	August 15, 1980
	August 15, 1980

	 	Series QQP Nos. 10-19 Bonds,
1980 Series CP Nos. 1-12 Bonds and 1980 Series DP No. 1-11
Bonds and Subject Properties
	 	August 1, 1981
	August 1, 1981

	 	1980 Series CP Nos. 13-25 Bonds
and Subject Properties
	 	November 1, 1981
	November 1, 1981

	 	1981 Series AP Nos. 1-12 Bonds
	 	June 30, 1982
	June 30, 1982

	 	Article XIV Reconfirmation
	 	August 15, 1982
	August 15, 1982

	 	1981 Series AP Nos. 13-14 Bonds
and Subject Properties
	 	June 1, 1983
	June 1, 1983

	 	1981 Series AP Nos. 15-16 Bonds
and Subject Properties
	 	October 1, 1984






21









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	October 1, 1984

	 	1984 Series AP Bonds and 1984
	 	May 1, 1985
	 

	 	Series BP Bonds and Subject
Properties	 	 
	May 1, 1985

	 	1985 Series A Bonds
	 	May 15, 1985
	May 15, 1985

	 	1985 Series B Bonds and Subject
Properties
	 	October 15, 1985
	October 15, 1985

	 	Series KKP No. 9 Bonds and
Subject Properties
	 	April 1, 1986
	April 1, 1986

	 	1986 Series A Bonds and Subject
Properties
	 	August 15, 1986
	August 15, 1986

	 	1986 Series B Bonds and Subject
Properties
	 	November 30, 1986
	November 30, 1986

	 	1986 Series C Bonds
	 	January 31, 1987
	January 31, 1987

	 	1987 Series A Bonds
	 	April 1, 1987
	April 1, 1987

	 	1987 Series B Bonds and 1987
Series C Bonds
	 	August 15, 1987
	August 15, 1987

	 	1987 Series D Bonds, 1987 Series
	 	November 30, 1987
	 

	 	E Bonds and Subject Properties	 	 
	November 30, 1987

	 	1987 Series F Bonds
	 	June 15, 1989
	June 15, 1989

	 	1989 Series A Bonds
	 	July 15, 1989
	July 15, 1989

	 	Series KKP No. 10 Bonds
	 	December 1, 1989
	December 1, 1989

	 	Series KKP No. 11 Bonds
and 1989 Series BP Bonds
	 	February 15, 1990
	February 15, 1990

	 	1990 Series A Bonds, 1990 Series
	 	November 1, 1990
	 

	 	B Bonds, 1990 Series C Bonds,	 	 
	 

	 	1990 Series D Bonds, 1990 Series	 	 
	 

	 	E Bonds and 1990 Series F Bonds	 	 
	November 1, 1990

	 	Series KKP No. 12 Bonds
	 	April 1, 1991
	April 1, 1991

	 	1991 Series AP Bonds
	 	May 1, 1991
	May 1, 1991

	 	1991 Series BP Bonds and 1991
	 	May 15, 1991
	 

	 	Series CP Bonds	 	 
	May 15, 1991

	 	1991 Series DP Bonds
	 	September 1, 1991
	September 1, 1991

	 	1991 Series EP Bonds
	 	November 1, 1991
	November 1, 1991

	 	1991 Series FP Bonds
	 	January 15, 1992
	January 15, 1992

	 	1992 Series BP Bonds
	 	February 29, 1992 and April 15,
1992
	February 29, 1992

	 	1992 Series AP Bonds
	 	April 15, 1992
	April 15, 1992

	 	Series KKP No. 13 Bonds
	 	July 15, 1992
	July 15, 1992

	 	1992 Series CP Bonds
	 	November 30, 1992
	July 31, 1992

	 	1992 Series D Bonds
	 	November 30, 1992
	November 30, 1992

	 	1992 Series E Bonds and 1993
Series B Bonds
	 	March 15, 1993
	December 15, 1992

	 	Series KKP No. 14 Bonds
and 1989 Series BP No. 2 Bonds
	 	March 15, 1993






22









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	January 1, 1993

	 	1993 Series C Bonds
	 	April 1, 1993
	March 1, 1993

	 	1993 Series E Bonds
	 	June 30, 1993
	March 15, 1993

	 	1993 Series D Bonds
	 	September 15, 1993
	April 1, 1993

	 	1993 Series FP Bonds and 1993
	 	September 15, 1993
	 

	 	Series IP Bonds	 	 
	April 26, 1993

	 	1993 Series G Bonds and 


Amendment of Article II, Section
5
	 	September 15, 1993
	May 31, 1993

	 	1993 Series J Bonds
	 	September 15, 1993
	June 30, 1993

	 	1993 Series AP Bonds
	 	(d)
	June 30, 1993

	 	1993 Series H Bonds
	 	(d)
	September 15, 1993

	 	1993 Series K Bonds
	 	March 1, 1994
	March 1, 1994

	 	1994 Series AP Bonds
	 	June 15, 1994
	June 15, 1994

	 	1994 Series BP Bonds
	 	December 1, 1994
	August 15, 1994

	 	1994 Series C Bonds
	 	December 1, 1994
	December 1, 1994

	 	Series KKP No. 15 Bonds and 1994
Series DP Bonds
	 	August 1, 1995
	August 1, 1995

	 	1995 Series AP Bonds and 1995
Series BP Bonds
	 	August 1, 1999
	August 1, 1999

	 	1999 Series AP Bonds, 1999 Series
BP Bonds and 1999 Series CP Bonds
	 	(d)
	August 15, 1999

	 	1999 Series D Bonds
	 	(d)
	January 1, 2000

	 	2000 Series A Bonds
	 	(d)
	April 15, 2000

	 	Appointment of Successor Trustee
	 	(d)
	August 1, 2000

	 	2000 Series BP Bonds
	 	(d)
	March 15, 2001

	 	2001 Series AP Bonds
	 	(d)
	May 1, 2001

	 	2001 Series BP Bonds
	 	(d)
	August 15, 2001

	 	2001 Series CP Bonds
	 	(d)
	September 15, 2001

	 	2001 Series D Bonds and 2001
Series E Bonds
	 	(d)
	September 17, 2002

	 	Amendment of Article XIII,
Section 3 and Appointment of
Successor Trustee
	 	(d)
	October 15, 2002

	 	2002 Series A Bonds and 2002
Series B Bonds
	 	(d)
	December 1, 2002

	 	2002 Series C Bonds and 2002
Series D Bonds
	 	(d)
	August 1, 2003

	 	2003 Series A Bonds
	 	(d)
	March 15, 2004

	 	2004 Series A Bonds and 2004
Series B Bonds
	 	(d)
	July 1, 2004

	 	2004 Series D Bonds
	 	(d)
	February 1, 2005

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






23









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	April 1, 2005

	 	2005 Series AR Bonds and 2005
Series BR Bonds
	 	May 15, 2006
	August 1, 2005

	 	2005 Series DT Bonds
	 	May 15, 2006
	September 15, 2005

	 	2005 Series C Bonds
	 	May 15, 2006
	September 30, 2005

	 	2005 Series E Bonds
	 	May 15, 2006
	May 15, 2006

	 	2006 Series A Bonds
	 	December 1, 2006
	December 1, 2006

	 	2006 Series CT Bonds
	 	December 1, 2007
	December 1, 2007

	 	2007 Series A Bonds
	 	April 1, 2008
	April 1, 2008

	 	2008 Series DT Bonds
	 	May 1, 2008
	May 1, 2008

	 	2008 Series ET Bonds
	 	July 1, 2008
	June 1, 2008

	 	2008 Series G Bonds
	 	October 1, 2008
	July 1, 2008

	 	2008 Series KT Bonds
	 	October 1, 2008








 




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





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

	 	Further, pursuant to the terms and
provisions of the Original
Indenture, a Supplemental Indenture
dated as of June 1, 2008 providing
for the terms of bonds to be issued
thereunder of 2008 Series G has
heretofore been entered into between
the Company and the Trustee and has
been filed in the Office of the
Secretary of State of Michigan as a
financing statement on June 12, 2008
(Filing No. 2008093593-4), has been
filed and recorded in the Office of
the Surface Transportation Board
(Recordation No. 5485-SSSSS) on June
11, 2008, and has been recorded as a
real estate mortgage in the offices
of the respective Register of Deeds
of certain counties in the State of
Michigan, as follows:






	 	 	 	 	 	 	 
	 	 	 	 	Liber/               	 	 
	County	 	Recorded	 	Instrument no.	 	Page
	Genesee
	 	6/13/08	 	200806130047816	 	N/A
	Huron
	 	6/12/08	 	1247	 	14
	Ingham
	 	6/12/08	 	3309	 	1205
	Lapeer
	 	6/12/08	 	2335	 	673
	Lenawee
	 	6/11/08	 	2366	 	896
	Livingston
	 	6/11/08	 	2008R018716	 	N/A
	Macomb
	 	6/12/08	 	19375	 	148
	Mason
	 	6/11/08	 	2008R03376	 	N/A
	Monroe
	 	6/11/08	 	2008R11950	 	N/A
	Oakland
	 	6/11/08	 	40385	 	186
	St. Clair
	 	6/11/08	 	3853	 	582






24









 






	 	 	 	 	 	 	 
	 	 	 	 	Liber/     	 	 
	County	 	Recorded	 	Instrument no.	 	Page
	Sanilac
	 	6/11/08	 	1036	 	446
	Tuscola
	 	6/25/08	 	200800909496	 	N/A
	 
	 	 	 	or 1152	 	975
	Washtenaw
	 	6/11/08	 	4685	 	866
	Wayne
	 	6/11/08	 	47285	 	832






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

	 	Further, pursuant to the terms and
provisions of the Original
Indenture, a Supplemental Indenture
dated as of July 1, 2008 providing
for the terms of bonds to be issued
thereunder of 2008 Series KT has
heretofore been entered into between
the Company and the Trustee and has
been filed in the Office of the
Secretary of State of Michigan as a
financing statement on July 3, 2008
(Filing No. 2008105821-4), has been
filed and recorded in the Office of
the Surface Transportation Board
(Recordation No. 5485-TTTTT) on July
8, 2008, and has been recorded as a
real estate mortgage in the offices
of the respective Register of Deeds
of certain counties in the State of
Michigan, as follows:






	 	 	 	 	 	 	 
	 	 	 	 	Liber/                	 	 
	County	 	Recorded	 	Instrument no.	 	Page
	Genesee
	 	7/07/08	 	200807070051942	 	N/A
	Huron
	 	7/03/08	 	1250	 	286
	Ingham
	 	7/07/08	 	3312	 	521
	Lapeer
	 	7/03/08	 	2338	 	972
	Lenawee
	 	7/03/08	 	2368	 	237
	Livingston
	 	7/03/08	 	2008R020847	 	N/A
	Macomb
	 	7/21/08	 	19421	 	808
	Mason
	 	7/03/08	 	2008R03743	 	N/A
	Monroe
	 	7/03/08	 	2008R13393	 	N/A
	Oakland
	 	7/08/08	 	40440	 	057
	St. Clair
	 	7/03/08	 	3859	 	691
	Sanilac
	 	7/03/08	 	1038	 	702
	Tuscola
	 	7/03/08	 	200800909796	 	N/A
	 
	 	 	 	or 1153	 	510
	Washtenaw
	 	7/03/08	 	4689	 	542
	Wayne
	 	7/03/08	 	47330	 	1198






	 	 	 
	RECORDING OF CERTIFICATES OF
PROVISION FOR PAYMENT.

	 	All the bonds of Series A which were
issued under the Original Indenture
dated as of October 1, 1924, and of
Series B, Series C, Series D,
Series E, Series F, Series G,
Series H, Series I, Series J,
Series K, Series L, Series M,
Series N, Series O, Series P,
Series Q, Series R, Series S,
Series T, Series U, Series V,
Series W, Series X, Series Y,
Series Z, Series AA, Series BB,
Series CC, Series DDP Nos. 1-9,
Series EE, Series FFR Nos. 1-13,
Series GGP Nos. 1-7, Series HH,
Series MMP, Series  IP Nos. 1-7,
Series JJP Nos. 1-7, Series KKP
Nos. 1-7, Series LLP Nos. 1-7,
Series FFR No. 14, Series NNP
Nos. 1-7, Series GGP Nos. 8-22,
Series OOP Nos. 1-17, Series PP,
Series QQP Nos. 1-9, Series RR,
Series SS, Series IIP Nos. 8-22,
Series NNP Nos. 8-21, Series TTP
Nos. 1-15, Series JJP No. 8,
Series KKP No. 8, Series LLP
Nos. 8-15, Series MMP No. 2,
Series OOP No. 18, Series UU, 1980
Series A, 1980






25









 






	 	 	 
	 

	 	Series B, Series QQP
Nos. 10-19, 1980 Series CP
Nos. 1-12, 1980 Series DP Nos. 1-11,
1980 Series CP Nos. 13-25, 1981
Series AP Nos. 1-12, 1981 Series AP
Nos. 13-14, 1981 Series AP
Nos. 15-16, 1984 Series AP, 1984
Series BP, 1985 Series A, 1985
Series B, Series KKP No. 9, 1986
Series A, 1986 Series B, 1986
Series C, 1987 Series A, 1987
Series B, 1987 Series C, 1987
Series D, 1987 Series E, 1987
Series F, 1989 Series A, Series KKP
No. 10, Series KKP No. 11, 1989
Series BP, 1990 Series A, 1990
Series D, 1991 Series EP, 1991
Series FP, 1992 Series BP, Series
KKP No. 13, 1992 Series CP, 1992
Series D, Series KKP No. 14, 1989
Series BP No. 2, 1993 Series B, 1993
Series C, 1993, 1993 Series H, 1993
Series E, 1993 Series D, 1993
Series FP, 1993 Series IP, 1993
Series G, 1993 Series J, 1993
Series K, 1994 Series
 AP, 1994
Series BP, 1994 Series C, Series
KKP No. 15, 1994 Series DP, 1995
Series AP, 1995 Series BP, 1999
Series D, 2000 Series A, 2001
Series D, 2005 Series A, and 2005
Series B, which were issued under
Supplemental Indentures as described
in the Recording and Filing of
Supplemental Indentures section
above, have matured or have been
called for redemption and funds
sufficient for such payment or
redemption have been irrevocably
deposited with the Trustee for that
purpose; and Certificates of
Provision for Payment have been
recorded in the offices of the
respective Registers of Deeds of
certain counties in the State of
Michigan, with respect to all bonds
of Series A, B, C, D, E, F, G, H, K,
L, M, O, W, BB, CC, DDP Nos. 1 and
2, FFR Nos. 1-3, GGP Nos. 1 and 2,
IIP No. 1, JJP No. 1, KKP No. 1, LLP
No. 1 and GGP No. 8.






	 	 	 
	 

	 	PART III.
	 
	 	 
	 

	 	THE TRUSTEE.
	 
	 	 
	TERMS AND CONDITIONS OF ACCEPTANCE
OF TRUST BY TRUSTEE.

	 	The Trustee hereby accepts the trust
hereby declared and provided, and
agrees to perform the same upon the
terms and conditions in the Original
Indenture, as amended to date and as
supplemented by this Supplemental
Indenture, and in this Supplemental
Indenture set forth, and upon the
following terms and conditions:
	 
	 	 
	 

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

	 	PART IV.
	 
	 	 
	 

	 	MISCELLANEOUS.
	 
	 	 
	CONFIRMATION OF SECTION 318(c) OF
TRUST INDENTURE ACT.

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

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






26









 






	 	 	 
	 

	 	AND THE SAME
INSTRUMENT.
	 
	 	 
	TESTIMONIUM.

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






27









 






	 	 	 	 	 
	EXECUTION BY
COMPANY.	 	THE DETROIT EDISON COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/Paul A. Stadnikia
	 

	 	 	 	 
	(Corporate Seal)

	 	Name:
	 	Paul A. Stadnikia
	 

	 	Title:
	 	Assistant Treasurer







	 	 	 	 	 	 	 
	 

	 	Attest:
	 	 
 

 
	 	 
	 

	 	By:

Name:
	 	/s/Sharon L. Sabat
 

Sharon L. Sabat
	 	 
	 

	 	Title:
	 	Assistant Corporate Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	Signed, sealed and delivered by

THE DETROIT EDISON COMPANY

in the presence of	 	 
	 
	 	 	 	 	 	 
	 	 	/s/Kathleen M. Hier	 	 
	 	 	 	 	 
	 	 	Name: Kathleen M. Hier	 	 
	 
	 	 	 	 	 	 
	 	 	/s/John P. Demody, Jr	 	 
	 	 	 	 	 
	 	 	Name: John P. Dermody Jr.	 	 






28









 






	 	 	 	 	 	 	 
	 

	 	STATE OF MICHIGAN
	)	 		 
	 

	 	 	) SS	

	 

	 	COUNTY OF WAYNE
	)	 	 	 






	 	 	 
	ACKNOWLEDGMENT OF EXECUTION
BY
COMPANY.

	 	On this 9th day of October 2008, before me,
the subscriber, a Notary Public within and
for the County of Wayne, in the State of
Michigan, personally appeared Paul A.
Stadnikia, to me personally known, who,
being by me duly sworn, did say that he
does business at 2000 2nd Avenue, Detroit,
Michigan 48226 and is the Assistant
Treasurer of THE DETROIT EDISON COMPANY,
one of the corporations described in and
which executed the foregoing instrument;
that he knows the corporate seal of the
said corporation and that the seal affixed
to said instrument is the corporate seal of
said corporation; and that said instrument
was signed and sealed in behalf of said
corporation by authority of its Board of
Directors and that he subscribed his name
thereto by like authority; and said Paul A.
Stadnikia acknowledged said instrument to
be the free act and deed of said
corporation.
	 
	 	 
	(Notarial Seal)

	 	/s/Stephanie V. Washio
	 

	 	 

	 

	 	Stephanie V. Washio, Notary Public
	 

	 	County of Wayne, State of Michigan
	 

	 	My Commission Expires: May 18, 2012






29









 





	 	 	 	 	 
	EXECUTION BY
TRUSTEE.	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/Joseph A. Brassard III
	 

	 	 	 	 
	(Corporate Seal)

	 	Name:
	 	Joseph A. Brassard III
	 

	 	Title:
	 	Vice President






	 	 	 	 	 	 	 
	 

	 	Attest:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/Alexis M. Johnson
 

Alexis M. Johnson 


Authorized Representative
	 	 
	 
	 	 	 	 	 	 
	 	 	Signed, sealed and delivered by

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.

in the presence of	 	 
	 
	 	 	 	 	 	 
	 	 	/s/Anthony G. Morrow	 	 
	 	 	 	 	 
	 	 	Name: Anthony G. Morrow	 	 
	 
	 	 	 	 	 	 
	 	 	/s/Daniel T. Richards	 	 
	 	 	 	 	 
	 	 	Name: Daniel T. Richards	 	 






30









 






	 	 	 	 	 	 	 
	 

	 	STATE OF MICHIGAN
	)	 		 
	 

	 	 	) SS	

	 

	 	COUNTY OF WAYNE
	)	 	 	 






	 	 	 
	ACKNOWLEDGMENT OF EXECUTION
BY TRUSTEE.

	 	On this 9th  day of October
2008, before me, the subscriber, a Notary
Public within and for the County of Wayne,
in the State of Michigan, personally
appeared Joseph A. Brassard III, to me
personally known, who, being by me duly
sworn, did say that his business office is
located at 719 Griswold Street, Suite 930,
Detroit, Michigan 48226, and he is an Vice
President of THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., 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 Joseph
A. Brassard III acknowledged said
instrument to be the free act and deed of
said corporation.







	 	 	 	 
	(Notarial Seal)

	 	/s/Stephanie V. Washio	 
	 

	 	 	 
	 

	 	Stephanie V. Washio, Notary Public	 
	 

	 	County of Wayne, State of Michigan	 
	 

	 	My Commission Expires: May 18, 2012	 






31









 






	 	 	 	 	 	 	 
	 

	 	STATE OF MICHIGAN
	)	 		 
	 

	 	 	) SS	

	 

	 	COUNTY OF WAYNE
	)	 	 	 






	 	 	 
	AFFIDAVIT AS TO CONSIDERATION AND
GOOD FAITH.

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






	 	 	 	 
	 

	 	/s/Paul A. Stadnikia
	 

	 	 
	 

	 	Name: Paul A. Stadnikia
	 

	 	Title: Assistant Treasurer

	 

	 	The Detroit Edison Company
	 
	 	 
	 

	 	Sworn to before me this 9th
 day of October 2008
	 

	 	






	 	 	 	 
	(Notarial Seal)

	 	/s/Stephanie V. Washio	 
	 

	 	 	 
	 

	 	Stephanie V. Washio, Notary Public	 
	 

	 	County of Wayne, State of Michigan	 
	 

	 	My Commission Expires: May 18, 2012	 






32









 





This instrument was drafted by:

Anthony G. Morrow, Esq.

2000 2nd Avenue

688 WCB

Detroit, Michigan 48226




When recorded return to:

Stephanie V. Washio

2000 2nd Avenue

688 WCB

Detroit, Michigan 48226





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