exv4w2



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INDENTURE




DATED AS OF DECEMBER 1, 2007




 






THE DETROIT EDISON COMPANY

(2000 2nd Avenue, Detroit, Michigan 48226)




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,

2007 SERIES A




AND




(B) RECORDING AND FILING DATA




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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 2007 Series A
	 	 	10	 
	Further Assurance
	 	 	10	 
	Authorization of Supplemental Indenture
	 	 	11	 
	Consideration for Supplemental Indenture
	 	 	11	 
	PART I. CREATION OF THREE HUNDRED FORTY-EIGHTH SERIES OF BONDS, GENERAL AND
REFUNDING MORTGAGE BONDS, 2007 SERIES A
	 	 	11	 
	Sec. 1. Terms of Bonds of 2007 Series A
	 	 	11	 
	Sec. 2. Release
	 	 	13	 
	Sec. 3. Redemption of Bonds of 2007 Series A
	 	 	14	 
	Sec. 4. Redemption of Bonds of 2007 Series A in Event of Acceleration of Notes
	 	 	14	 
	Sec. 5. Form of Bonds of 2007 Series A
	 	 	15	 
	Form of Trustee’s Certificate
	 	 	16	 
	Form of Reverse of Bond
	 	 	17	 
	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 December 1, 2006
	 	 	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
	 	 	27	 
	Confirmation of Section 318(c) of Trust Indenture Act
	 	 	27	 
	Execution in Counterparts
	 	 	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.




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PARTIES.



SUPPLEMENTAL INDENTURE, dated as of the 1st day of December, in the
year 2007, 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, a trust company
organized and existing under the laws of the United States, having a
corporate trust agency 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 and December 1,
2006 supplemental to the Original Indenture, have heretofore been
entered into between the Company and the Trustee (the Original
Indenture and all indentures supplemental thereto together being
hereinafter sometimes referred to as the “Indenture”); and








ISSUE OF BONDS UNDER INDENTURE.



WHEREAS, the Indenture provides that said bonds shall be issuable in
one or more series, and makes provision that the rates of interest and
dates for the payment thereof, the date of maturity or dates of
maturity, if of serial maturity, the terms and rates of optional
redemption (if redeemable), the forms of registered bonds without
coupons of any series and any other provisions and agreements in
respect thereof, in the Indenture provided and permitted, as the


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 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 four hundred
and eleven million three hundred and two thousand dollars
($12,411,302,000) 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,
	 
	 	 	 	 
	(23-31)

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






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	(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,
	 
	 	 	 	 
	(258)

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

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






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	(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,
	 
	 	 	 	 
	(285)

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






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	(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, and
	 
	 	 	 	 
	(314)

	 	Bonds of 2005 Series B
	 	— Principal Amount $200,000,000;






	 	 	 
	 

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






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	(315)

	 	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 seventy-one million two hundred eighty-eight thousand
dollars ($171,288,000) principal amount have heretofore been retired
and Eighty-five million six hundred forty-four thousand dollars
($85,644,000) principal amount are outstanding at the date hereof;
	 
	 	 
	(316)

	 	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-one million five hundred forty-two thousand dollars ($61,542,000)
principal amount have heretofore been retired and Twenty-three million
nine hundred thirty-three thousand dollars ($23,933,000) principal
amount are outstanding at the date hereof;
	 
	 	 
	(317)

	 	INTENTIONALLY RESERVED FOR 1990 SERIES E;
	 
	 	 
	(318)

	 	INTENTIONALLY RESERVED FOR 1990 SERIES F;
	 
	 	 
	(319)

	 	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;
	 
	 	 
	(320)

	 	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;
	 
	 	 
	(321)

	 	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;
	 
	 	 
	(322)

	 	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;
	 
	 	 
	(323)

	 	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;
	 
	 	 
	(324)

	 	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;
	 
	 	 
	(325)

	 	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;
	 
	 	 
	(326)

	 	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;
	 
	 	 
	(327)

	 	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;






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	(328)

	 	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;
	 
	 	 
	(329)

	 	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;
	 
	 	 
	(330)

	 	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;
	 
	 	 
	(331)

	 	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;
	 
	 	 
	(332)

	 	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;
	 
	 	 
	(333)

	 	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;
	 
	 	 
	(334)

	 	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;
	 
	 	 
	(335)

	 	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;
	 
	 	 
	(336)

	 	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;
	 
	 	 
	(337)

	 	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;
	 
	 	 
	(338)

	 	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;
	 
	 	 
	(339)

	 	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;
	 
	 	 
	(340)

	 	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;
	 
	 	 
	(341)

	 	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;
	 
	 	 
	(342)

	 	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;
	 
	 	 
	(343)

	 	Bonds of 2005 Series DT in the principal amount of One hundred nineteen
million one hundred seventy-five thousand dollars ($119,175,000), all
of






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	 	which are outstanding at the date hereof;
	 
	 	 
	(344)

	 	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;
	 
	 	 
	(345)

	 	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;
	 
	 	 
	(346)

	 	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; and
	 
	 	 
	(347)

	 	Bonds of 2006 Series CT in the principal amount of Sixty eight million
five hundred thousand dollars ($68,500,000), all of which are
outstanding at the date hereof;





accordingly, the Company has issued and has presently outstanding Three
billion four hundred seventy-two million eight hundred and twelve
thousand dollars ($3,472,812,000) 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 2007 SERIES A.



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, 2007 Series A,” in the aggregate
principal amount of Fifty Million Dollars ($50,000,000), 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




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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 FORTY-EIGHTH

SERIES OF BONDS,

GENERAL AND REFUNDING MORTGAGE BONDS,

2007 SERIES A








TERMS OF BONDS OF
2007 SERIES A.



SECTION 1. The Company hereby creates the three hundred forty-eighth 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, 2007 Series A” (elsewhere herein
referred to as the “bonds of 2007 Series A”). The aggregate principal amount
of bonds of 2007 Series A shall be limited to Fifty Million Dollars
($50,000,000), except as provided in Sections 7 and 13 of Article II of the
Original Indenture with respect to exchanges and replacements of bonds.



Subject to the release provisions set forth below, each bond of 2007 Series A
is to be irrevocably assigned to, and registered in the name of, The Bank of
New York Trust Company, N.A., 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, as
supplemented (the “Note Indenture”), between the Note Indenture Trustee and the
Company, to secure payment of the Company’s 2007 Series A 6.47% Senior Notes
due 2038 (for purposes of this Part I, the “6.47% Notes”).



The bonds of 2007 Series A shall be issued as registered bonds without coupons
in denominations of a multiple of $1,000. The bonds of 2007 Series A shall be
issued in the aggregate principal amount of $50,000,000, shall mature on March
15, 2038 (subject to earlier redemption or release) and shall bear interest at
the rate of 6.47% per annum, payable semi-annually in





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arrears on March 15 and
September 15 of each year (commencing March 15, 2008), 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. In addition to the payment of
principal and interest as provided herein, in the event any Make-Whole Amount
(as defined in the Note Indenture) shall be required to be paid by the Company
on the 6.47% Notes, there shall be due and payable on the bonds of 2007 Series
A an additional amount equal to such Make-Whole Amount which shall be paid by
the Company in the amounts and on the dates required for the payment of any
such amounts under the Note Indenture.



The bonds of 2007 Series A shall be payable as to principal, Make-Whole Amount,
if any, and interest as provided in the Indenture, but only to the extent and
in the manner herein provided. The bonds of 2007 Series A shall be payable, as
to principal, Make-Whole Amount, 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 2007 Series A shall be dated the date
of its authentication and interest shall be payable on the principal
represented thereby from the March 15 or September 15 next preceding the date
thereof to which interest has been paid on bonds of 2007 Series A, unless the
bond is authenticated on a date to which interest has been paid, in which case
interest shall be payable from the date of authentication, or unless the date
of authentication is prior to March 15, 2008 in which case interest shall be
payable from December 18, 2007.



The bonds of 2007 Series A in definitive form shall be, at the election of the
Company, fully engraved or shall be lithographed or printed in authorized
denominations as aforesaid and numbered 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 2007 Series A). Until bonds of
2007 Series A in definitive form are ready for delivery, the Company may
execute, and upon its request in writing the Trustee shall authenticate and
deliver in lieu thereof, bonds of 2007 Series A in temporary form, as provided
in Section 10 of Article II of the Indenture. Temporary bonds of 2007
Series A, if any, may be printed and may be issued in authorized denominations
in substantially the form of definitive bonds of 2007 Series A, but without a
recital of redemption prices and with such omissions, insertions and variations
as may be appropriate for temporary bonds, all as may be determined by the
Company.



Interest on any bond of 2007 Series A 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 2007 Series A, such defaulted interest shall forthwith cease to be
payable to the registered holder of that bond on the relevant regular record
date




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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 2007
Series A issued upon transfer or exchange thereof) on the date of payment of
such defaulted interest or, at the election of the Company, to the person in
whose name that bond (or any bond or bonds of 2007 Series A issued upon
transfer or exchange thereof) is registered on a subsequent record date
established by notice given by mail by or on behalf of the Company to the
holders of bonds of 2007 Series A 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 2007 Series A 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 2007 Series A shall in the
same manner be exchangeable for a like aggregate principal amount of bonds of
2007 Series A 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
2007 Series A during any period of ten (10) days next preceding any redemption
date for such bonds.



Bonds of 2007 Series A, in definitive and temporary form, may bear such legends
as may be necessary to comply with any law or with any rules or regulations
made pursuant thereto or as may be specified in the Note Indenture.



Upon payment of the principal or Make-Whole Amount, 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 2007 Series A in a principal amount
equal to the principal amount of such 6.47% Notes, shall, to the extent of such
payment of principal, Make-Whole Amount 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
Make-Whole Amount, 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 2007 Series A 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 2007 Series A 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 2007 Series A to be less than the then outstanding
principal amount of the 6.47% Notes.




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REDEMPTION OF BONDS OF 2007 SERIES A.



SECTION 3. Bonds of 2007 Series A 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 6.47% Notes.



In the event the Company elects to redeem any 6.47% 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 2007 Series A on the same date as
it gives notice of redemption of 6.47% Notes to the Note Indenture Trustee.








REDEMPTION OF BONDS OF 2007 SERIES A 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 6.47% Notes, the bonds of 2007 Series A 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 Make-Whole Amount,
if any, on the 6.47% Notes, specifying the last date to which interest on the
6.47% 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 2007 Series A 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 Make-Whole Amount, if any, due and payable on such Demand Redemption
Date on all 6.47% 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




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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 2007 SERIES A.



SECTION 5. The bonds of 2007 Series A (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

2007 SERIES A



Notwithstanding any provisions hereof or in the Indenture, this bond is not
assignable or transferable except as may be required to effect a transfer to
any successor trustee under the Collateral Trust Indenture, dated as of June
30, 1993, as amended, and as further supplemented as of December 1, 2007,
between The Detroit Edison Company and The Bank of New York 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 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 March 15, 2038
(subject to earlier redemption or release) and interest thereon at the rate of
6.47% per annum, in like lawful money, from December 18, 2007, 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 March 15 and September 15 of each year
(commencing March 15, 2008), 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. In
addition to the payment of principal and interest on bonds of this Series, in
the event any Make-Whole Amount (as defined in the Note Indenture hereinafter
referred to) shall be required to be paid by the Company on the 6.47% Notes,
there shall be due and payable on the bonds of this Series an additional amount
equal to such Make-Whole Amount which shall be paid by the Company in the
amounts and on the dates required for the payment of any such amounts under the
Note Indenture.



Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and




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as further supplemented as of December 1, 2007 (hereinafter called the “Note
Indenture”), between the Company The Bank of New York Trust Company, N.A., as
successor trustee (hereinafter called the “Note Indenture Trustee”), the
Company has issued its 2007 Series A 6.47% Senior Notes due 2038 (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 Make-Whole Amount (as
defined in the Note Indenture), 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 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.




	 	 	 	 	 
	 	J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	     Authorized Officer 	 
	 	 	 	 
	 




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[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
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 2007 Series A, limited to an aggregate
principal amount of $50,000,000, 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 Trustee, to which Indenture and all
indentures supplemental thereto (including the Supplemental Indenture dated as
of December 1, 2007) reference is hereby made for a description of the
properties and franchises mortgaged and conveyed, the nature and extent of the
security, the terms and conditions upon which the bonds are issued and under
which additional bonds may be issued, and the rights of the holders of the
bonds and of the Trustee in respect of such security (which Indenture and all
indentures supplemental thereto, including the Supplemental Indenture dated as
of December 1, 2007, 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 2007 Series A (or portions thereof), in trust for the redemption of
such bonds (or portions thereof) and the interest due or to become due


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



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



Upon payment of the principal of, or Make-Whole Amount, 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 2007 Series A 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, Make-Whole Amount 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 Make-Whole
Amount, 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 2007 Series A 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 2007 Series A 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 bonds of 2007 Series A 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




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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.




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






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	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	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
	 
	 	 	 	 
	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






20









Table of Contents






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	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, Series KKP
Nos. 1-7 Bonds and Series LLP Nos. 1-7 Bonds
	 	June 15, 1977
	 
	 	 	 	 
	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 Bonds and
Subject Properties
	 	June 1, 1978
	 
	 	 	 	 
	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 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 and Series
TTP Nos. 1-15 Bonds and Subject Properties
	 	September 1, 1979
	 
	 	 	 	 
	September 1, 1979

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






21









Table of Contents






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

	 	1984 Series AP Bonds and 1984 Series BP Bonds and Subject
Properties
	 	May 1, 1985
	 
	 	 	 	 
	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 E Bonds and Subject Properties
	 	November 30, 1987
	 
	 	 	 	 
	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 B Bonds, 1990 Series C Bonds,
1990 Series D Bonds, 1990 Series E Bonds and 1990 Series F Bonds
	 	November 1, 1990
	 
	 	 	 	 
	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 Series CP Bonds
	 	May 15, 1991
	 
	 	 	 	 
	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







22











Table of Contents





	 	 	 	 	 
	 	 	 	 	Recorded
and/or Filed
	 	 	 	 	As
Set Forth in
	Supplemental
Indenture	 	Purpose
of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture
Dated as of
	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
	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 Series IP Bonds
	 	September 15, 1993
	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)






23









Table of Contents






	 	 	 	 	 
	 	 	 	 	Recorded
and/or Filed
	 	 	 	 	As
Set Forth in
	Supplemental
Indenture	 	Purpose
of Supplemental	 	Supplemental
	Dated
as of	 	Indenture	 	Indenture Dated as of
	July 1, 2004

	 	2004 Series D Bonds
	 	            (d)
	February 1, 2005

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








 




			
	(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.




24









Table of Contents













RECORDING AND FILING OF SUPPLEMENTAL
INDENTURE DATED AS OF DECEMBER 1,
2006.



Further, pursuant to the terms and
provisions of the Original
Indenture, a Supplemental Indenture
dated as of December 1, 2006
providing for the terms of bonds to
be issued thereunder of 2006
Series CT 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 December 8, 2006 (Filing No.
2006-204282-6), has been filed and
recorded in the Office of the
Surface Transportation Board
(Recordation No. 5485-OOOOO) on
December 8, 2006, 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
	 	12/08/2006	 	200612080105250	 	N/A
	Huron
	 	12/12/2006	 	1185	 	636
	Ingham
	 	12/08/2006	 	3246	 	33
	Lapeer
	 	12/08/2006	 	2222	 	586
	Lenawee
	 	12/08/2006	 	2336	 	416
	Livingston
	 	12/08/2006	 	2006R-031090	 	N/A
	Macomb
	 	12/08/2006	 	18361	 	250
	Mason
	 	12/08/2006	 	2006R06882	 	N/A
	Monroe
	 	12/08/2006	 	3192	 	205
	Oakland
	 	12/27/2006	 	38556	 	421
	St. Clair
	 	12/08/2006	 	3653	 	434
	Sanilac
	 	12/08/2006	 	975	 	125
	Tuscola
	 	12/11/2006	 	1105	 	166
	Washtenaw
	 	12/08/2006	 	4596	 	424
	Wayne
	 	12/08/2006	 	45703	 	866









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 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


25









Table of Contents






 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.




26









Table of Contents












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 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.





27









Table of Contents











EXECUTION BY
COMPANY.










	 	 	 	 	 	 	 
	 	 	THE DETROIT EDISON COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul A. Stadnikia	 	 
	(Corporate Seal)

	 	Name:
	 	 

Paul A. Stadnikia
	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 






	 	 	 	 	 	 	 
	 	 	Attest:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sandra Kay Ennis	 	 
	 

	 	Name:
	 	 

Sandra Kay Ennis
	 	 
	 

	 	Title:
	 	Corporate Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	Signed, sealed and delivered by	 	 
	 	 	THE DETROIT EDISON COMPANY	 	 
	 	 	in the presence of	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Timothy J. Maloche	 	 
	 	 	 	 	 
	 	 	Name: Timothy J. Maloche	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Stephanie V. Washio	 	 
	 	 	 	 	 
	 	 	Name: Stephanie V. Washio	 	 






28









Table of Contents







	 	 	 	 	 
	STATE OF MICHIGAN

	 	)   	 	 
	 

	 	) SS	 
	COUNTY OF WAYNE

	 	)   	 	 









ACKNOWLEDGMENT OF
EXECUTION BY
COMPANY.



On this 17th day of December,
before me, the subscriber, a Notary Public
within and for the County of Macomb, in the
State of Michigan, acting in the County of
Wayne, 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/ Melanie A. Chamberlin	 	 
	 	 	 	 	 
	 	 	Melanie A. Chamberlin, Notary Public	 	 
	 	 	County of Wayne, State of Michigan	 	 
	 	 	My Commission Expires: August 3, 2013	 	 
	 	 	Acting in County of Wayne	 	 







29









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EXECUTION BY TRUSTEE.




	 	 	 	 	 	 	 
	 	 	J.P. MORGAN TRUST COMPANY,	 	 
	 	 	NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Michael Banas	 	 
	(Corporate Seal)

	 	Name:
	 	 

J. Michael Banas
	 	 
	 

	 	Title:
	 	Authorized Representative	 	 






	 	 	 	 	 	 	 
	 	 	Attest:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alexis M. Johnson	 	 
	 

	 	Name:
	 	 

Alexis M. Johnson
	 	 
	 

	 	Title:
	 	Authorized Representative	 	 
	 
	 	 	 	 	 	 
	 	 	Signed, sealed and delivered by	 	 
	 	 	J.P. MORGAN TRUST COMPANY,	 	 
	 	 	NATIONAL ASSOCIATION	 	 
	 	 	in the presence of	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Timothy J. Maloche	 	 
	 	 	 	 	 
	 	 	Name: Timothy J. Maloche	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Stephanie V. Washio	 	 
	 	 	 	 	 
	 	 	Name: Stephanie V. Washio	 	 






30









Table of Contents







	 	 	 	 	 
	STATE OF MICHIGAN

	 	)   	 	 
	 

	 	) SS	 
	COUNTY OF WAYNE

	 	)   	 	 











ACKNOWLEDGMENT OF
EXECUTION BY TRUSTEE.



On this 17th day of December,
before me, the subscriber, a Notary Public
within and for the County of Wayne, in the
State of Michigan, acting in the County of
Wayne, personally appeared J. Michael Banas,
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
Authorized Representative 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 J.
Michael Banas acknowledged said instrument
to be the free act and deed of said
corporation.




	 	 	 	 	 	 	 
	(Notarial Seal)	 	/s/ Melanie A. Chamberlin	 	 
	 	 	 	 	 
	 	 	Melanie A. Chamberlin, Notary Public	 	 
	 	 	County of Wayne, State of Michigan	 	 
	 	 	My Commission Expires: August 3, 2013	 	 
	 	 	Acting in County of Wayne	 	 






31









Table of Contents







	 	 	 	 	 
	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 17th day of December 2007
	 
	 	 	 	 	 	 
	(Notarial Seal)	 	/s/ Melanie A. Chamberlin	 	 
	 	 	 	 	 
	 	 	Melanie A. Chamberlin, Notary Public	 	 
	 	 	County of Wayne, State of Michigan	 	 
	 	 	My Commission Expires: August 3, 2013	 	 
	 	 	Acting in County of Wayne	 	 






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This instrument was drafted by:

Timothy J. Maloche, 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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