EX-4.1





Exhibit 4.1


DTE ENERGY COMPANY

AND

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

TRUSTEE




 






SUPPLEMENTAL INDENTURE

DATED AS OF MAY 1, 2009




 






SUPPLEMENTING THE AMENDED AND RESTATED INDENTURE

DATED AS OF APRIL 9, 2001




PROVIDING FOR




2009 SERIES A 7.625% SENIOR NOTES DUE 2014




 









 





     SUPPLEMENTAL INDENTURE, dated as of the 1st day of May, 2009, between DTE ENERGY COMPANY, a
corporation organized and existing under the laws of the State of Michigan (the “Company”), and The
Bank of New York Mellon Trust Company, N.A., having its principal office in Chicago, Illinois, as
successor trustee (the “Trustee”);



     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Amended and
Restated Indenture, dated as of April 9, 2001 (the “Original Indenture”), as amended, supplemented
or modified (as so amended, supplemented or modified, the “Indenture”) providing for the issuance
by the Company from time to time of its debt securities; and



     WHEREAS, the Company now desires to provide for the issuance of a series of its unsecured,
senior debt securities pursuant to the Original Indenture; and



     WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved
to it under the provisions of the Original Indenture, including Section 901 thereof, and pursuant
to appropriate resolutions of the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this Supplemental Indenture to the Original Indenture as permitted by
Section 201 and Section 301 of the Original Indenture in order to establish the form or terms of,
and to provide for the creation and issue of, a series of its debt securities under the Original
Indenture, which shall be known as the “2009 Series A 7.625% Senior Notes due 2014”; and



     WHEREAS, all things necessary to make such debt securities, when executed by the Company and
authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms
and subject to the conditions hereinafter and in the Original Indenture set forth against payment
therefor, the valid, binding and legal obligations of the Company and to make this Supplemental
Indenture a valid, binding and legal agreement of the Company, have been done;



     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the terms
of a series of debt securities, and for and in consideration of the premises and of the covenants
contained in the Original Indenture and in this Supplemental Indenture and for other good and
valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually
covenanted and agreed as follows:



ARTICLE ONE




DEFINITIONS AND OTHER

PROVISIONS OF GENERAL APPLICATION




     SECTION 101. Definitions. Each capitalized term that is used herein and is defined in
the Original Indenture shall have the meaning specified in the Original Indenture unless such term
is otherwise defined herein. The following terms shall have the respective meanings set forth
below:



     “Business Day” means any day other than a Saturday or Sunday or a day on which commercial
banks in The City of New York are required or authorized by law or executive order to be closed.



 









 





     SECTION 102. Section References. Each reference to a particular section set forth in
this Supplemental Indenture shall, unless the context otherwise requires, refer to this
Supplemental Indenture.



ARTICLE TWO




TITLE AND TERMS OF THE SECURITIES




     SECTION 201. Title of the Securities; Stated Maturity. This Supplemental Indenture
hereby establishes a series of Securities, which shall be known as the Company’s “2009 Series A
7.625% Senior Notes due 2014” (the “Notes”). The Stated Maturity on which the principal of the
Notes shall be due and payable will be May 15, 2014.



     SECTION 202. Rank. The Notes shall rank equally with all other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.



     SECTION 203. Variations from the Original Indenture. Section 1009 of the Original
Indenture shall be applicable to the Notes. Section 403(2) and Section 403(3) shall be applicable
to the Notes; the Company’s obligations under Section 1009, without limitation, shall be subject to
defeasance in accordance with Section 403(3).



     SECTION 204. Amount and Denominations; DTC. (a) The aggregate principal amount of
the Notes that may be issued under this Supplemental Indenture is limited initially to $300,000,000
(except as provided in Section 301(2) of the Original Indenture); provided that the Company may,
without the consent of the Holders of the Outstanding Notes, “reopen” the Notes so as to increase
the aggregate principal amount of the Notes Outstanding in compliance with the procedures set forth
in the Original Indenture, including Section 301 and Section 303 thereof, so long as any such
additional Notes have the same tenor and terms (including, without limitation, rights to receive
accrued and unpaid interest) as the Notes then Outstanding. No additional Notes may be issued if
an Event of Default has occurred. The Notes shall be issuable only in fully registered form and,
as permitted by Section 301 and Section 302 of the Original Indenture, in denominations of $1,000
and integral multiples thereof. The Notes will initially be issued in global form (the “Global
Notes”) under a book-entry system, registered in the name of The Depository Trust Company, as
depository (“DTC”), or its nominee, which is hereby designated as “Depositary” under the Indenture.



     (b) Further to Section 305 of the Original Indenture, any Global Note shall be exchangeable
for Notes registered in the name of, and a transfer of a Global Note may be registered to, any
Person other than the Depositary for such Note or its nominee only if (i) such Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at
any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in
either such case, the Company does not appoint a successor Depositary within 90 days thereafter,
(ii) the Company executes and delivers to the Trustee a Company Order that such Global Note shall
be so exchangeable and the transfer thereof so registrable or (iii) there shall have occurred and
be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or
both, would constitute an Event of Default with respect to the Notes. Upon the occurrence in
respect of a Global Note of any or more of the conditions



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specified in clause (i), (ii) or (iii) of the preceding sentence, such Global Note may be
exchanged for Notes registered in the name of, and the transfer of such Global Note may be
registered to, such Persons (including Persons other than the Depositary and its nominees) as such
Depositary, in the case of an exchange, and the Company, in the case of a transfer, shall direct.



     SECTION 205. Terms of the Notes.



     (a) The Notes shall bear interest at the rate of 7.625% per annum on the principal amount
thereof from May 13, 2009, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, until the principal of the Notes becomes due and payable, and on any
overdue principal and premium and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same rate per annum during such
overdue period. Interest on the Notes will be payable semiannually in arrears on May 15 and
November 15 of each year (each such date, an “Interest Payment Date”), commencing November 15,
2009. The amount of interest payable for any period shall be computed on the basis of twelve
30-day months and a 360-day year.



     (b) In the event that any Interest Payment Date, redemption date or other date of Maturity of
the Notes is not a Business Day, then payment of the amount payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or other payment in
respect of any such delay), in each case with the same force and effect as if made on such date.
The interest installment so payable, and punctually paid or duly provided for, on any Interest
Payment Date with respect to any Note will, as provided in the Original Indenture, be paid to the
person in whose name the Note (or one or more Predecessor Securities, as defined in said Indenture)
is registered at the close of business on the relevant record date for such interest installment,
which shall be the fifteenth calendar day (whether or not a Business Day) prior to the relevant
Interest Payment Date (the “Regular Record Date”). Any such interest installment not punctually
paid or duly provided for shall forthwith cease to be payable to the registered Holders on such
Regular Record Date, and may either be paid to the person in whose name the Note (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed
by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the
registered Holders of the Notes not less than ten days prior to such Special Record Date, or may be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Original Indenture. The principal of, and
premium, if any, and the interest on the Notes shall be payable at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New York, in any coin
or currency of the United States of America which at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the registered Holder at the close of business on the
Regular Record Date at such address as shall appear in the Security Register.



     (c) The Notes are not subject to repayment at the option of the Holders thereof and are not
subject to any sinking fund. As provided in the form of Note attached hereto as Exhibit A, the
Notes are subject to optional redemption, as a whole or in part, by the Company prior to Stated
Maturity of the principal thereof on the terms set forth therein. Except as modified in the



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form of the Note, redemption shall be effected in accordance with Article Eleven of the
Original Indenture.



     (d) The Notes shall have such other terms and provisions as are set forth in the form of Note
attached hereto as Exhibit A (which is incorporated by reference in and made a part of this
Supplemental Indenture as if set forth in full at this place).



     SECTION 206. Form of Notes. Attached hereto as Exhibit A is the form of the Notes.



ARTICLE THREE




MISCELLANEOUS PROVISIONS




     The Trustee makes no undertaking or representations in respect of, and shall not be
responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this
Supplemental Indenture or the proper authorization or the due execution hereof by the Company or
for or in respect of the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.



     Except as expressly amended hereby, the Original Indenture shall continue in full force and
effect in accordance with the provisions thereof and the Original Indenture is in all respects
hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed
a part of the Original Indenture in the manner and to the extent herein and therein provided.



     This Supplemental Indenture shall be governed by, and construed in accordance with, the laws
of the State of New York.



     This Supplemental Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together constitute but
one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the day and year first above written.



	 	 	 	 	 
	 	DTE ENERGY COMPANY

 	 
	 	By:  	/s/ N.A. Khouri
 	 
	 	 	Name:  	N.A. Khouri 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	ATTEST:

 	 	 
	By:  	/s/ Sandra Kay Ennis
 	 	 
	 	Name:  	Sandra Kay Ennis 	 	 
	 	Title:  	Corporate Secretary 	 	 
	 



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

 	 
	 	By:  	/s/ Roxane Ellwanger
 	 
	 	 	Name:  	Roxane Ellwanger 	 
	 	 	Title:  	Assistant Vice President 	 
	 




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EXHIBIT A




FORM OF NOTE



THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. UNLESS THIS NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL, INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




			
	 	 	 
	CUSIP NO.: 233331 AN7

NO. R-1
	 	$300,000,000






DTE ENERGY COMPANY

2009 SERIES A 7.625% SENIOR NOTES DUE 2014




     DTE ENERGY COMPANY, a corporation duly organized and existing under the laws of the State of
Michigan (herein referred to as the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of $300,000,000 on May 15, 2014 (“Stated Maturity” with
respect to the principal of this Note), unless previously redeemed, and to pay interest at the rate
of 7.625% per annum on said principal sum from May 13 2009, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, until the principal of this Note
becomes due and payable, and on any overdue principal and premium and (to the extent that payment
of such interest is enforceable under applicable law) on any overdue installment of interest at the
same rate per annum during such overdue period. Interest on this Note will be payable semiannually
in arrears on November 15 and May 15 of each year (each such date, an “Interest Payment Date”),
commencing November 15, 2009. The amount of interest payable for any period shall be computed on
the basis of twelve 30-day months and a 360-day year.



     In the event that any Interest Payment Date, redemption date or other date of Maturity of the
Notes is not a Business Day, then payment of the amount payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other payment in respect
of any such delay), in each case with the same force and effect as if made on such date. A
“Business Day” means any day other than a Saturday or Sunday or a day on which



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commercial banks in The City of New York are required or authorized by law or executive order
to be closed. The interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date with respect to this Note will, as provided in the Indenture, be paid to
the person in whose name this Note is registered at the close of business on the relevant record
date for such interest installment, which shall be the fifteenth calendar day (whether or not a
Business Day) prior to the relevant Interest Payment Date (the “Regular Record Date”). Any such
interest installment not punctually paid or duly provided for shall forthwith cease to be payable
to the registered Holders on such Regular Record Date, and may either be paid to the person in
whose name this Note is registered at the close of business on a Special Record Date to be fixed by
the Trustee for the payment of such defaulted interest, notice whereof shall be given to the
registered Holders of the Notes not less than ten days prior to such Special Record Date, or may be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. The principal of, and premium, if any,
and the interest on the Notes shall be payable at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York, in any coin or currency of the
United States of America which at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the option of the Company
by check mailed to the registered Holder at the close of business on the Regular Record Date at
such address as shall appear in the Security Register. Notwithstanding anything else contained
herein, if this Note is a Global Note and is held in book-entry form through the facilities of the
Depositary, payments on this Note will be made to the Depositary or its nominee in accordance with
arrangements then in effect between the Trustee and the Depositary.



     This Note is one of a duly authorized series of Securities of the Company, designated as the
“2009 Series A 7.625% Senior Notes due 2014” (the “Notes”), initially limited to an aggregate
principal amount of $300,000,000 (except for Notes authenticated and delivered upon transfer of, or
in exchange for, or in lieu of other Notes, and except as further provided in the Indenture), all
issued or to be issued under and pursuant to an Amended and Restated Indenture, dated as of April
9, 2001, as supplemented through and including the Supplemental Indenture dated as of May 1, 2009
(together, as amended, supplemented or modified, the “Indenture”), duly executed and delivered
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee
(herein referred to as the “Trustee”, which term includes any successor trustee under the
Indenture), to which Indenture reference is hereby made for a description of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company
and the registered Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered.



     This Note is not subject to repayment at the option of the Holder hereof. This Note is not
subject to any sinking fund.



     This Note will be redeemable at the option of the Company, in whole at any time or in part
from time to time (any such date of optional redemption, an “Optional Redemption Date,” which shall
be a “Redemption Date” for purposes of the Indenture), at an optional redemption price (which shall
be a “Redemption Price” for purposes of the Indenture) equal to the greater of (i) 100% of the
principal amount of this Note to be redeemed and (ii) the sum of the present



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values of the principal amount of this Note to be redeemed and the remaining scheduled
payments of interest on the principal amount of this Note to be redeemed (exclusive of interest
accrued to the related Optional Redemption Date) until Stated Maturity, in each case discounted
from their respective scheduled payment dates to such Optional Redemption Date on a semiannual
basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as
defined below) plus 50 basis points, plus in either case, accrued interest thereon to the date of
redemption.



     Notwithstanding the foregoing, installments of interest on this Note that are due and payable
on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest
Payment Date to the registered Holders as of the close of business on the relevant Record Date.



     “Adjusted Treasury Rate” means, with respect to any Optional Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated on the third Business Day preceding such Optional Redemption Date, using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Optional Redemption Date.



     “Comparable Treasury Issue” means the United States Treasury security determined by the
Reference Treasury Dealer as having a maturity comparable to the remaining term of this Note that
would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining term of
this Note.



     “Comparable Treasury Price” means, with respect to any Optional Redemption Date, (i) the
average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee
obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such
quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.



     “Reference Treasury Dealer” means each of: (i) Barclays Capital Inc., BNP Paribas Securities
Corp. and J.P. Morgan Securities Inc. (or their respective affiliates which are Primary Treasury
Dealers), and their respective successors; provided, however, that if any of the foregoing cease to
be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”),
the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer(s) selected by the Trustee after consultation with the Company.



     “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Optional Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Optional Redemption Date.



     Notice of any optional redemption will be mailed at least 30 days but not more than 60 days
before the Optional Redemption Date to the Holder hereof at its registered address.



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     Unless the Company defaults in payment of the applicable Redemption Price, on and after the
applicable Redemption Date interest will cease to accrue on the principal amount of this Note
called for redemption.



     If money sufficient to pay the applicable Redemption Price with respect to the principal
amount of and accrued interest on the principal amount of this Note to be redeemed on the
applicable Redemption Date is deposited with the Trustee or Paying Agent on or before the related
Redemption Date and certain other conditions are satisfied, then on or after such Redemption Date,
interest will cease to accrue on the principal amount of this Note called for redemption. If the
Notes are only partially redeemed by the Company, the Trustee shall select which Notes are to be
redeemed by lot or in a manner it deems fair and appropriate in accordance with the terms of the
Indenture.



     In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed
portion hereof will be issued in the name of the registered Holder hereof upon the cancellation
hereof.



     In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided in the Indenture.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Note upon compliance by the Company with certain conditions set forth therein.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Notes under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority of the aggregate principal amount of all Notes issued under the Indenture at
the time outstanding and affected thereby; provided, however, that no such amendment shall without
the consent of the Holder of each Note so affected, among other things (i) change the stated
maturity of the principal of, or any installment of principal of or interest on any Notes, or
reduce the principal amount thereof, or reduce the rate of interest thereon, or reduce any premium
payable upon the redemption thereof or (ii) reduce the percentage of Notes, the Holders of which
are required to consent to any amendment or waiver or for certain other matters as set forth in the
Indenture. The Indenture also contains provisions permitting (i) the registered Holders of 66 2/3%
in aggregate principal amount of the Securities at the time outstanding affected thereby, on behalf
of the registered Holders of the Securities, to waive compliance by the Company with certain
provisions of the Indenture and (ii) the registered Holders of not less than a majority in
aggregate principal amount of the Securities at the time outstanding affected thereby, on behalf of
the registered Holders of the Securities, to waive certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the registered Holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such registered Holder
and upon all future registered Holders and owners of this Note and of any Note issued in exchange
hereof or in place hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this Note.



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     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Note at the time and place and at the rate
and in the coin or currency herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register of the Company, upon surrender of
this Note for registration of transfer at the office or agency of the Company in any place where
the principal of and any interest on this Note are payable or at such other offices or agencies as
the Company may designate, duly endorsed by or accompanied by a written instrument or instruments
of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent
duly executed by the registered Holder hereof or his or her attorney duly authorized in writing,
and thereupon one or more new Notes of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge payable in relation
thereto.



     Prior to due presentment for registration of transfer of this Note, the Company, the Trustee,
any paying agent and any Security Registrar may deem and treat the registered Holder hereof as the
absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal hereof and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.



     The Notes are issuable only in fully registered form without coupons in denominations of
$1,000 and any integral multiple thereof. This Global Note is exchangeable for Notes in definitive
form only under certain limited circumstances set forth in the Indenture. The Notes so issued are
issuable only in registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain limitations therein set
forth, the Notes are exchangeable for a like aggregate principal amount of the Notes of a different
authorized denomination, as requested by the registered Holder surrendering the same.



     As set forth in, and subject to the provisions of, the Indenture, no registered owner of any
Note will have any right to institute any proceeding with respect to the Indenture or for any
remedy thereunder, unless (i) such registered owner shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to the Notes, (ii) the registered
owners of not less than 25% in principal amount of the outstanding Notes shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee,
(iii) the Trustee shall have failed to institute such proceeding within 60 days and (iv) the
Trustee shall not have received from the registered owners of a majority in principal amount of the
outstanding Notes a direction inconsistent with such request within such 60-day period; provided,
however, that such limitations do not apply to a suit instituted by the registered owner hereof for
the enforcement of payment of the principal of or premium, if any, or any interest on this Note on
or after the respective due dates expressed herein.



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     Unless the Certificate of Authentication hereon has been executed by the Trustee or a duly
appointed Authentication Agent referred to herein, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



     The Indenture and this Note shall be governed by and construed in accordance with the laws of
the State of New York.



     All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



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     IN WITNESS WHEREOF, the Company has caused this Instrument to be duly executed.



	 	 	 	 	 
	 	DTE ENERGY COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Date: May 13, 2009




	 	 	 	 	 
	Attest:

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



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CERTIFICATE OF AUTHENTICATION





     This is one of the Notes described in the within mentioned Indenture.



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

as Trustee


	 
	 	By  	 	 
	 	 	Authorized Signatory 



Date: May 13, 2009




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     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto




 

(Please insert Social Security or Other Identifying Number of Assignee)




 

(Please print or type name and address, including zip code of assignee)



the within Note and all rights thereunder, hereby irrevocably constituting and appointing such
person attorneys to transfer the within Note on the books of the Issuer, with full power of
substitution in the premises.




Dated:                                         



NOTICE: The signature of this assignment must correspond with the name as written upon the face of
the within Note in every particular, without alteration or enlargement or any change whatever and
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchange, Inc. Medallion
Signature Program (“MSP”). When assignment is made by a guardian, trustee, executor or
administrator, an officer of a corporation, or anyone in a representative capacity, proof of his or
her authority to act must accompany this Note.





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