exv4w273






Exhibit 4-723




INDENTURE




DATED AS OF DECEMBER 1, 2010



 





THE DETROIT EDISON COMPANY

(One Energy Plaza, Detroit, Michigan 48226)



TO



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

(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,

2010 SERIES CT



AND



(B) RECORDING AND FILING DATA



1









 





TABLE OF CONTENTS*




	 	 	 	 	 
	 	 	PAGE	 
	PARTIES
	 	 	3	 
	RECITALS
	 	 	3	 
	Original Indenture and Supplementals
	 	 	3	 
	Issue of Bonds Under Indenture
	 	 	3	 
	Bonds Heretofore Issued
	 	 	4	 
	Reason for Creation of New Series
	 	 	10	 
	Bonds to be 2010 Series CT
	 	 	10	 
	Further Assurance
	 	 	11	 
	Authorization of Supplemental Indenture
	 	 	11	 
	Consideration for Supplemental Indenture
	 	 	11	 
	PART I. CREATION OF THREE HUNDRED FIFTY-NINTH SERIES OF BONDS, GENERAL AND
REFUNDING MORTGAGE BONDS, 2010 SERIES CT
	 	 	11	 
	Sec. 1. Terms of Bonds of 2010 Series CT
	 	 	11	 
	Sec. 2. Redemption of Bonds of 2010 Series CT
	 	 	14	 
	Sec. 3. Redemption of Bonds of 2010 Series CT in Event of Acceleration of
MSF Bonds
	 	 	14	 
	Sec. 4. Form of Bonds of 2010 Series CT
	 	 	15	 
	Form of Trustee’s Certificate
	 	 	19	 
	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 August 1, 2010
	 	 	24	 
	Recording and Filing of Supplemental Indenture Dated as of September 1, 2010
	 	 	25	 
	Recording of Certificates of Provision for Payment
	 	 	25	 
	PART III. THE TRUSTEE
	 	 	26	 
	Terms and Conditions of Acceptance of Trust by Trustee
	 	 	26	 
	PART IV. MISCELLANEOUS
	 	 	26	 
	Confirmation of Section 318(c) of Trust Indenture Act
	 	 	26	 
	Execution in Counterparts
	 	 	27	 
	EXECUTION
	 	 	27	 
	Testimonium
	 	 	27	 
	Execution by Company
	 	 	28	 
	Acknowledgment of Execution by Company
	 	 	29	 
	Execution by Trustee
	 	 	30	 
	Acknowledgment of Execution by Trustee
	 	 	31	 
	Affidavit as to Consideration and Good Faith
	 	 	32	 








 




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




2









 










	 	 	 
	PARTIES.

	 	SUPPLEMENTAL INDENTURE, dated as of the 1st day of
December, in the year 2010, 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 The Bank of New York Mellon Trust Company,
N.A., 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, December 1, 2006, December 1, 2007,
April 1, 2008, May 1, 2008, June 1, 2008, July 1, 2008,
October 1, 2008, December 1, 2008, March 15, 2009,
November 1, 2009, August 1, 2010 and September 1, 2010
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






3









 






	 	 	 
	 

	 	agreements in respect thereof, in the Indenture provided
and permitted, as the Board of Directors may determine,
may be expressed in a supplemental indenture to be made
by the Company to the Trustee thereunder; and
	 
	 	 
	BONDS
 HERETOFORE

ISSUED.

	 	WHEREAS, bonds in the principal amount of Fourteen
billion fourteen million eight hundred fifty-two
thousand dollars ($14,014,852,000) 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,






4









 






	 	 	 	 	 	 	 	 	 

	 

	 	 	(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,






5









 






	 	 	 	 	 	 	 	 	 

	 

	 	 	(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,
	 
	 	 	 	 	 	 	 	 
	 

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






6









 






	 	 	 	 	 	 	 	 	 

	 

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

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

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

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

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

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

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

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

	 	 	(295)	 	 	Bonds of 1993 Series J
	 	— Principal Amount $300,000,000,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(296-301)	 	 	Bonds of Series KKP Nos. 10-15
	 	— Principal Amount $179,590,000,
	 
	 	 	 	 	 	 	 	 
	 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	 	 	(317)	 	 	Bonds of 1991 Series AP
	 	— Principal Amount $32,375,000,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(318)	 	 	Bonds of 2008 Series DT
	 	— Principal Amount $68,500,000,






7









 






	 	 	 	 	 	 	 	 	 

	 

	 	 	(319)	 	 	Bonds of 1993 Series AP
	 	— Principal Amount $65,000,000, and
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(320)	 	 	Bonds of 2001 Series E
	 	— Principal Amount $500,000,000,
	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 

	 

	 	 	 	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(321)	 	 	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 ninety-nine million eight hundred thirty-six thousand dollars
($199,836,000) principal amount have heretofore been retired;
	 
	 	 	 	 	 	 
	 

	 	 	(322)	 	 	Bonds of 1990 Series C in the principal amount of Eighty-five million four
hundred seventy-five thousand dollars ($85,475,000) of which Seventy-one
million seven hundred ninety-nine thousand dollars ($71,799,000) principal
amount have heretofore been retired;
	 
	 	 	 	 	 	 
	 

	 	 	(323)	 	 	INTENTIONALLY RESERVED FOR 1990 SERIES E;
	 
	 	 	 	 	 	 
	 

	 	 	(324)	 	 	INTENTIONALLY RESERVED FOR 1990 SERIES F;
	 
	 	 	 	 	 	 
	 

	 	 	(325)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(326)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(327)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(328)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(329)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(330)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(331)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(332)	 	 	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;






8









 






	 	 	 	 	 	 	 

	 

	 	 	(333)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(334)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(335)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(336)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(337)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(338)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(339)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(340)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(341)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(342)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(343)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(344)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(345)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(346)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(347)	 	 	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;
	 
	 	 	 	 	 	 
	 

	 	 	(348)	 	 	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;






9









 






	 	 	 	 	 	 	 

	 

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

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

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

	 	 	(352)	 	 	Bonds of 2008 Series KT in the principal amount of Thirty-two million three
hundred seventy-five thousand dollars ($32,375,000), all of which are
outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(353)	 	 	Bonds of 2008 Series J in the principal amount of Two hundred fifty million
dollars ($250,000,000), all of which are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(354)	 	 	Bonds of 2008 Series LT in the principal amount of Fifty million dollars
($50,000,000), all of which are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(355)	 	 	Bonds of 2009 Series BT in the principal amount of Sixty-eight million five
hundred thousand dollars ($68,500,000), all of which are outstanding at the
date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(356)	 	 	Bonds of 2009 Series CT in the principal amount of Sixty-five million dollars
($65,000,000), all of which are outstanding at the date hereof;
	 
	 	 	 	 	 	 
	 

	 	 	(357)	 	 	Bonds of 2010 Series B in the principal amount of Three hundred million
dollars ($300,000,000), all of which are outstanding at the date hereof; and
	 
	 	 	 	 	 	 
	 

	 	 	(358)	 	 	Bonds of 2010 Series A in the principal amount of Three hundred million
dollars ($300,000,000), all of which are outstanding at the date hereof; and
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	accordingly, the Company has issued and has presently outstanding Four
billion one hundred eighty-four million seven thousand dollars
($4,184,007,000) 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 will enter into a Loan Agreement,
dated as of December 1, 2010, with the Michigan
Strategic Fund in connection with the issuance of the
Limited Obligation Revenue Bonds (The Detroit Edison
Company Recovery Zone Facilities Project).
Collateralized Series 2010CT, and pursuant to such Loan
Agreement the Company has agreed to issue its General
and Refunding Mortgage Bonds under the Indenture in
order further to secure the Company’s obligations under
the Loan Agreement; and
	 
	 	 
	BONDS TO BE
 2010 SERIES CT.

	 	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,
2010 Series CT,” in the aggregate principal amount of
Nineteen million eight hundred fifty-five thousand
dollars ($19,855,000), to be authenticated and delivered
pursuant to Section 8 of Article III of the Indenture;
and







10











 





	 	 	 

	FURTHER ASSURANCE.

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

	 	WHEREAS, the Company in the exercise
of the powers and authority
conferred upon and reserved to it
under and by virtue of the
provisions of the Indenture, and
pursuant to resolutions of its Board
of Directors, has duly resolved and
determined to make, execute and
deliver to the Trustee a
supplemental indenture in the form
hereof for the purposes herein
provided; and
	 
	 	 
	 

	 	WHEREAS, all conditions and
requirements necessary to make this
Supplemental Indenture a valid and
legally binding instrument in
accordance with its terms have been
done, performed and fulfilled, and
the execution and delivery hereof
have been in all respects duly
authorized;
	 
	 	 
	CONSIDERATION FOR SUPPLEMENTAL
INDENTURE.

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






PART I.




CREATION OF THREE HUNDRED FIFTY-NINTH

SERIES OF BONDS,

GENERAL AND REFUNDING MORTGAGE BONDS,

2010 SERIES CT




	 	 	 

	TERMS OF BONDS OF
2010 SERIES CT.

	 	SECTION 1. The Company hereby creates the three hundred fifty-ninth 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, 2010 Series CT” (elsewhere herein referred to as the
“bonds of 2010 Series CT”). The aggregate principal amount of bonds of 2010 Series
CT shall be limited to Nineteen million eight hundred fifty-five thousand dollars
($19,855,000), except as provided in Sections 7 and 13 of Article II of the Original
Indenture with respect to exchanges and replacements of bonds.
	 
	 	 
	 

	 	Each bond of 2010 Series CT is to be irrevocably assigned to, and registered in






11









 






	 	 	 

	 

	 	the name of, The Bank of New York Mellon Trust Company, N.A., as trustee, or a successor
trustee (said trustee or any successor trustee being hereinafter referred to as the
“MSF Indenture Trustee”), under the Trust Indenture, dated as of December 1, 2010,
as supplemented (the “MSF Indenture”), between the Michigan Strategic Fund and the
MSF Indenture Trustee, to secure payment of the Michigan Strategic Fund Limited
Obligation Revenue Bonds (The Detroit Edison Company Recovery Zone Facilities
Project), Collateralized Series 2010CT (the “MSF Bonds”), issued by the MSF under
the MSF Indenture, the proceeds of which are to be loaned to the Company pursuant to
the provisions of the Loan Agreement dated as of December 1, 2010 (the “Loan
Agreement”) in order to provide funds for financing of the acquisition,
construction, furnishing and equipping of improvements to certain electrical
generating facilities and pollution control equipment by the Company.
	 
	 	 
	 

	 	The bonds of 2010 Series CT shall be issued as registered bonds without coupons in
denominations of a multiple of $5,000. The bonds of 2010 Series CT shall be issued
in the aggregate principal amount of $19,855,000, shall mature on December 1, 2030
(subject to earlier redemption or release) and shall bear interest at the rate of
interest established for the MSF Bonds from time to time in accordance with the MSF
Indenture, payable on such dates as interest shall be payable on the MSF Bonds,
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 premium (as provided for
in the MSF Indenture) shall be required to be paid by the Company on the MSF Bonds,
there shall be due and payable on the bonds of 2010 Series CT an additional amount
equal to such premium which shall be paid by the Company in the amounts and on the
dates required for the payment of any such amounts under the MSF Indenture.
	 
	 	 
	 

	 	The bonds of 2010 Series CT shall be payable as to principal, premium, if any, and
interest as provided in the Indenture, but only to the extent and in the manner
herein provided. The bonds of 2010 Series CT shall be payable, as to principal,
premium, if any, and interest, at the office or agency of the Company in the Borough
of Manhattan, the City and State of New York, in any coin or currency of the United
States of America which at the time of payment is legal tender for public and
private debts.
	 
	 	 
	 

	 	Except as provided herein, each bond of 2010 Series CT shall be dated the date of
its authentication and interest shall be payable on the principal represented
thereby from the next preceding date to which interest has been paid on bonds of
2010 Series CT, 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 the first date on which interest is
payable on the MSF Bonds, in which case interest shall be payable from December 16,
2010.
	 
	 	 
	 

	 	The bonds of 2010 Series CT 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 2010 Series CT). Until bonds of 2010
Series CT in definitive form are ready for delivery, the






12









 






	 	 	 

	 

	 	Company may execute, and
upon its request in writing the Trustee shall authenticate and deliver in lieu
thereof, bonds of 2010 Series CT in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 2010 Series CT, if any, may be
printed and may be issued in authorized denominations in substantially the form of
definitive bonds of 2010 Series CT, 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 2010 Series CT 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 record date for the
MSF Bonds with respect to 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 2010 Series CT, such defaulted interest shall forthwith
cease to be payable to the registered holder of that bond on the relevant regular
record date by virtue of his having been such holder, and such defaulted interest
may be paid to the registered holder of that bond (or any bond or bonds of 2010
Series CT 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 2010 Series CT 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 2010 Series CT 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 2010 Series CT shall not be assignable or transferable except as may be set
forth under Section 1102 of the MSF Indenture, or, subject to compliance with
applicable law, as may be involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under the MSF 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 2010 Series CT shall in the same manner be
exchangeable for a like aggregate principal amount of bonds of 2010 Series CT 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 2010 Series CT during any
period of ten (10) days next preceding any redemption date for such bonds.
	 
	 	 
	 

	 	Bonds of 2010 Series CT, 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 MSF Indenture.
	 
	 	 
	 

	 	Upon payment of the principal or premium, if any, or interest on the MSF Bonds,
whether at maturity or prior to maturity by redemption or otherwise, or






13









 






	 	 	 

	 

	 	upon provision for the payment thereof having been made in accordance with Section 304 of
the MSF Indenture, bonds of 2010 Series CT in a principal amount equal to the
principal amount of such MSF Bonds, shall, to the extent of such payment of
principal, premium or interest, be deemed fully paid and the obligation of the
Company thereunder to make such payment shall forthwith cease and be discharged,
and, in the case of the payment of principal and premium, if any, such bonds shall
be surrendered for cancellation or presented for appropriate notation to the
Trustee.
	 
	 	 
	 

	 	In the event the Company desires to provide for the payment of bonds of 2010 Series
CT, in lieu of defeasing such bonds in accordance with the Indenture, it shall
either redeem an equal principal amount of MSF Bonds or take such action as shall be
required by Section 304 of the MSF Indenture to defease an equal principal amount of
MSF Bonds.
	 
	 	 
	 

	 	Any amount payable by the Company in respect of principal of bonds of 2010 Series
CT, whether at maturity or prior to maturity by redemption or upon acceleration or
otherwise, in a circumstance where there has not been a corresponding payment of
principal of MSF Bonds shall be applied simultaneously to the redemption or
defeasance of an equal principal amount of MSF Bonds in accordance with the MSF
Indenture. In the event the amount so paid is insufficient to provide for such
redemption or defeasance, the Company shall pay such additional amount as shall be
necessary to make up for the deficiency.
	 
	 	 
	REDEMPTION OF BONDS
OF 2010 SERIES CT.

	 	SECTION 2. Bonds of 2010 Series CT 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 MSF Bonds.
	 
	 	 
	 

	 	In the event the Company elects to redeem any MSF Bonds prior to maturity in
accordance with the provisions of the MSF Indenture, the Company shall give the
Trustee notice of redemption of bonds of 2010 Series CT on the same date as it gives
notice of redemption of MSF Bonds to the MSF Indenture Trustee.
	 
	 	 
	REDEMPTION OF BONDS
OF 2010 SERIES CT
IN EVENT OF
ACCELERATION OF MSF
BONDS.

	 	SECTION 3. In the event of an Event of Default under the MSF Indenture and the
acceleration of all MSF Bonds, the bonds of 2010 Series CT shall be redeemable in
whole upon receipt by the Trustee of a written demand (hereinafter called a
“Redemption Demand”) from the MSF Indenture Trustee stating that there has occurred
under the MSF Indenture both an Event of Default and a declaration of acceleration
of payment of principal, accrued interest and premium, if any, on the MSF Bonds,
specifying the last date to which interest on the MSF Bonds 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






14









 






	 	 	 

	 

	 	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 MSF Indenture Trustee not more than ten (10) nor less than five (5)
days prior to the Demand Redemption Date.
	 
	 	 
	 

	 	Each bond of 2010 Series CT shall be redeemed by the Company on the Demand
Redemption Date therefor upon surrender thereof by the MSF Indenture Trustee to the
Trustee at a redemption price equal to the principal amount thereof plus accrued
interest thereon at the rate specified for such bond from the Initial Interest
Accrual Date to the Demand Redemption Date plus an amount equal to the aggregate
premium, if any, due and payable on such Demand Redemption Date on all MSF Bonds;
provided, however, that in the event of a receipt by the Trustee of a notice that,
pursuant to Section 704 of the MSF Indenture, the MSF Indenture Trustee has
terminated proceedings to enforce any right under the MSF Indenture, then any
Redemption Demand shall thereby be rescinded by the MSF Indenture Trustee, and no
Demand Redemption Notice shall be given, or, if already given, shall be
automatically annulled; but no such rescission or annulment shall extend to or
affect any subsequent default or impair any right consequent thereon.
	 
	 	 
	 

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

OF BONDS OF

	 	SECTION 4. The bonds of 2010 Series CT and the form of Trustee’s Certificate to be
endorsed on such bonds shall be substantially in the following forms, respectively:
	2010 SERIES CT.
	 	 






THE DETROIT EDISON COMPANY

GENERAL AND REFUNDING MORTGAGE BOND

2010 SERIES CT




	 	 	 	 

	 

	 	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 Trust Indenture, dated as of December 1, 2010 between
the Michigan Strategic Fund and The Bank of New York Mellon Trust Company, N.A., as
MSF 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 Trust Indenture.
	 
	 	 	 
	 

	 	$______________	No. R-___
	 
	 	 	 
	 

	 	THE DETROIT EDISON COMPANY (hereinafter called the “Company”), a corporation of the
State of Michigan, for value received, hereby promises to pay to The Bank of New
York Mellon Trust Company, N.A., as MSF 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






15









 






	 	 	 

	 

	 	of ______________________ Dollars ($__________) in
lawful money of the United States of America on December 1, 2030 (subject to earlier
redemption or release) and interest thereon at the rate of interest established for
the MSF Bonds from time to time in accordance with the MSF Indenture, in like lawful
money, from December 16, 2010, 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, on such dates as interest
shall be payable on the MSF Bonds, 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
premium (as provided for in the MSF Indenture hereinafter referred to) shall be
required to be paid by the Company on the MSF Bonds, there shall be due and payable
on the bonds of this Series an additional amount equal to such premium which shall
be paid by the Company in the amounts and on the dates required for the payment of
any such amounts under the MSF Indenture.
	 
	 	 
	 

	 	Under a Trust Indenture, dated as of December 1, 2010 (hereinafter called the “MSF
Indenture”), between the Michigan Strategic Fund and The Bank of New York Mellon
Trust Company, N.A., as trustee (hereinafter called the “MSF Indenture Trustee”),
the Michigan Strategic Fund has issued its Limited Obligation Revenue Bonds (The
Detroit Edison Company Recovery Zone Facilities Project), Collateralized Series
2010CT (the “MSF Bonds”). This bond was originally issued to the Michigan Strategic
Fund and simultaneously irrevocably assigned to the MSF Indenture Trustee so as to
secure the Company’s obligations under the Loan Agreement. Payments of principal
of, or premium (as provided for in the MSF Indenture), if any, or interest on, the
MSF Bonds shall constitute like payments on this bond as further provided herein and
in the supplemental indenture pursuant to which this bond has been issued.
	 
	 	 
	 

	 	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 2010 Series CT, limited to an aggregate principal amount of $19,855,000,
except as otherwise provided in the Indenture hereinafter mentioned. This bond and
all other bonds of said series are issued and to be issued under, and are all
equally and ratably secured (except insofar as any sinking, amortization,
improvement or analogous fund, established in accordance with the provisions of the
Indenture hereinafter mentioned, may afford additional security for the bonds of any
particular series and except as provided in Section 3 of Article VI of said
Indenture) by an Indenture, dated as of October 1, 1924, duly executed by the
Company to The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to
which Indenture and all indentures supplemental thereto (including the Supplemental
Indenture dated as of December 1, 2010) 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,
2010, are hereinafter






16









 






	 	 	 

	 

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

	 	This bond is redeemable upon the terms and conditions set forth in the Indenture,
including provision for redemption upon demand of the MSF Indenture Trustee
following the occurrence of an Event of Default under the MSF Indenture and the
acceleration of the principal of the MSF Bonds.
	 
	 	 
	 

	 	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 2010 Series CT (or portions thereof), in trust for the redemption of such bonds
(or portions thereof) and the interest due or to become due thereon, and thereupon
all obligations of the Company in respect of such bonds (or portions thereof) so to
be redeemed and such interest shall cease and be discharged, and the holders thereof
shall thereafter be restricted exclusively to such funds for any and all claims of
whatsoever nature on their part under the Indenture or with respect to such bonds
(or portions thereof) and interest.
	 
	 	 
	 

	 	In the event the Company desires to provide for the payment of bonds of 2010 Series
CT, in lieu of defeasing such bonds in accordance with the Indenture, it shall
either redeem an equal principal amount of MSF Bonds or take such action as shall be
required by Section 304 of the MSF Indenture to defease an equal principal amount of
MSF Bonds.
	 
	 	 
	 

	 	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.
	 
	 	 
	 

	 	Any amount payable by the Company in respect of principal of bonds of 2010 Series
CT, whether at maturity or prior to maturity by redemption or otherwise, in a
circumstance where there has not been a corresponding payment of principal of MSF
Bonds shall be applied simultaneously to the redemption or defeasance of an equal
principal amount of MSF Bonds in accordance with the MSF Indenture.
	 
	 	 
	 

	 	Upon payment of the principal of, or premium, if any, or interest on, the MSF






17









 






	 	 	 

	 

	 	Bonds, whether at maturity or prior to maturity by redemption or otherwise or upon
provision for the payment thereof having been made in accordance with Section 304 of
the MSF Indenture, bonds of 2010 Series CT in a principal amount equal to the
principal amount of such MSF Bonds, and having both a corresponding maturity date
and interest rate shall, to the extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of the Company thereunder to make
such payment shall forthwith cease and be discharged, and, in the case of the
payment of principal and premium, if any, such bonds of said series shall be
surrendered for cancellation or presented for appropriate notation to the Trustee.
	 
	 	 
	 

	 	This bond is not assignable or transferable except as set forth under Section 1102
of the MSF Indenture, or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and remedies consequent upon an
Event of Default under the MSF Indenture. Any such transfer shall be made by the
registered holder hereof, in person or by his attorney duly authorized in writing,
on the books of the Company kept at its office or agency in the Borough of
Manhattan, the City and State of New York, upon surrender and cancellation of this
bond, and thereupon, a new registered bond of the same series of authorized
denominations for a like aggregate principal amount will be issued to the transferee
in exchange therefor, and this bond with others in like form may in like manner be
exchanged for one or more new bonds of the same series of other authorized
denominations, but of the same aggregate principal amount, all as provided and upon
the terms and conditions set forth in the Indenture, and upon payment, in any event,
of the charges prescribed in the Indenture.
	 
	 	 
	 

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

	 	This bond shall not be valid or become obligatory for any purpose until The Bank of
New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its
successor thereunder, shall have signed the form of certificate endorsed hereon.
	 
	 	 
	 

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

	 	Dated: _____________






THE DETROIT EDISON COMPANY




18









 





	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 

	 

	 	[Corporate Seal]
	 
	 	 	 	 
	 

	 	Attest:	 	 
	 
	 	 	 	 
	 

	 	By:	
 	 
	 

	 	 	Name:	 
	 

	 	 	Title:	 






[FORM OF TRUSTEE’S CERTIFICATE]




	 	 	 

	FORM OF TRUSTEE’S
CERTIFICATE.

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






	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON 

TRUST COMPANY, N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Representative 	 
	 	 	 	 
	 



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:







19












 





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

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

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

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

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

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

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

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

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

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

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

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

	 	Series J Bonds and
Additional Provisions
	 	November 15, 1951
	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






20









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	May 1, 1974

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

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

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

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

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

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

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

	 	Series HH Bonds and
Subject Properties
	 	February 15, 1977
	February 15, 1977

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

	 	Series IIP Nos. 1-7 Bonds,
Series JJP Nos. 1-7 Bonds,
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






21









 






	 	 	 	 	 
	 	 	 	 	Recorded and/or Filed
	 	 	 	 	as Set Forth in
	Supplemental Indenture	 	Purpose of Supplemental	 	Supplemental
	Dated as of	 	Indenture	 	Indenture Dated as of
	January 1, 1980

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

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

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

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

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

	 	Article XIV Reconfirmation
	 	August 15, 1982
	August 15, 1982

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

	 	1981 Series AP Nos. 15-16
Bonds and Subject
Properties
	 	October 1, 1984
	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
	 	May 15, 1991






22









 






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

	 	Series CP Bonds	 	 
	May 15, 1991

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

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

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

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

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

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

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

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

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

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






23









 






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

	 	Section 3 and Appointment
of Successor Trustee	 	 
	October 15, 2002

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

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

	 	2003 Series A Bonds
	 	(d)
	March 15, 2004

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

	 	2004 Series D Bonds
	 	(d)
	February 1, 2005

	 	2005 Series A Bonds and
2005 Series B Bonds
	 	May 15, 2006
	April 1, 2005

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

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

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

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

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

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

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

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

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

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

	 	2008 Series KT Bonds
	 	October 1, 2008
	October 1, 2008

	 	2008 Series J Bonds
	 	December 1, 2008
	December 1, 2008

	 	2008 Series LT Bonds
	 	March 15, 2009
	March 15, 2009

	 	2009 Series BT Bonds
	 	November 1, 2009
	November 1, 2009

	 	2009 Series CT Bonds
	 	August 1, 2010








 




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





	 	 	 

	RECORDING AND FILING OF SUPPLEMENTAL
INDENTURE DATED AS OF AUGUST 1,
2010.

	 	Further, pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of August 1, 2010 providing
for the terms of bonds to be issued
thereunder of 2010 Series B 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 August 20,
2010 (Filing No. 2010112609-81), has
been filed and recorded in the
Office of the Surface Transportation
Board on August 19, 2010
(Recordation No. 5485-YYYYY), 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:







24











 





	 	 	 	 	 	 	 
	 	 	 	 	Liber/	 	 
	County	 	Recorded	 	Instrument no.	 	Page
	Genesee
	 	8/23/10	 	201008230061727	 	N/A
	Huron
	 	8/19/10	 	1331	 	292
	Ingham
	 	8/31/10	 	3394	 	683
	Lapeer
	 	8/19/10	 	2458	 	273
	Lenawee
	 	8/19/10	 	2409	 	343
	Livingston
	 	8/19/10	 	2010R-022721	 	N/A
	Macomb
	 	8/24/10	 	20383	 	299
	Mason
	 	8/19/10	 	2010R04386	 	N/A
	Monroe
	 	8/19/10	 	2010R15247	 	N/A
	Oakland
	 	8/19/10	 	42301	 	766
	St. Clair
	 	9/14/10	 	4069	 	662
	Sanilac
	 	8/19/10	 	1106	 	186
	Tuscola
	 	8/19/10	 	1203	 	1449
	Washtenaw
	 	8/19/10	 	4726	 	499
	Wayne
	 	8/30/10	 	48715	 	140






	 	 	 

	RECORDING AND FILING OF SUPPLEMENTAL
INDENTURE DATED AS OF SEPTEMBER 1,
2010.

	 	Further, pursuant to the terms and
provisions of the Original
Indenture, a Supplemental Indenture
dated as of September 1, 2010
providing for the terms of bonds to
be issued thereunder of 2010 Series
A 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
September 16, 2010 (Filing No.
2010124361-6), has been filed and
recorded in the Office of the
Surface Transportation Board on
September 16, 2010 (Recordation No.
5485-ZZZZZ), 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
	 	9/29/10	 	201009290068704	 	N/A
	Huron
	 	9/15/10	 	1334	 	237
	Ingham
	 	9/16/10	 	3396	 	413
	Lapeer
	 	9/15/10	 	2461	 	958
	Lenawee
	 	9/15/10	 	2410	 	571
	Livingston
	 	9/15/10	 	2010R-025063	 	N/A
	Macomb
	 	9/17/10	 	20418	 	211
	Mason
	 	9/15/10	 	2010R04851	 	N/A
	Monroe
	 	9/16/10	 	2010R16967	 	N/A
	Oakland
	 	9/15/10	 	42369	 	700
	St. Clair
	 	10/22/10	 	4076	 	858
	Sanilac
	 	9/15/10	 	1108	 	313
	Tuscola
	 	9/15/10	 	1205	 	918
	Washtenaw
	 	9/15/10	 	4806	 	32
	Wayne
	 	9/15/10	 	48739	 	724






	 	 	 

	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,






25









 






	 	 	 

	 

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

	 	PART III.
	 
	 	 
	 

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

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

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

	 	PART IV.
	 
	 	 
	 

	 	MISCELLANEOUS.
	 
	 	 
	CONFIRMATION OF SECTION 318(c) OF
TRUST
	 	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






26









 






	 	 	 

	INDENTURE ACT.

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






27









 






	 	 	 	 	 
	EXECUTION BY
 COMPANY.           	THE DETROIT EDISON COMPANY

 	 
	 	By:  	

/s/ Donald J. Goshorn
 	 
	(Corporate Seal) 	 	Name:  	Donald J. Goshorn 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	/s/ Lisa A. Muschong
 	 
	 	 	Name:  	Lisa A. Muschong 	 
	 	 	Title:  	Corporate Secretary 	 
	 
	 	Signed, sealed and delivered by

THE DETROIT EDISON COMPANY

in the presence of

 	 
	 	/s/ Anthony G. Morrow
 	 
	 	Name:  	Anthony G. Morrow 	 
	 	 	 
	 	                          /s/ John Dermody
 	 
	 	Name:  	John Dermody 	 
	 	 	 



28









 






	 	 	 	 	 



	 	 	 	 	 	 	 	 	 

	 

	 	STATE OF MICHIGAN
	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	SS
	 

	 	COUNTY OF WAYNE
	 	 	)	 	 	 






	 	 	 

	ACKNOWLEDG-MENT OF EXECUTION
BY
COMPANY.

	 	On this 14th day of December,
2010, 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 Donald
J. Goshorn, to me personally known, who,
being by me duly sworn, did say that he
does business at One Energy Plaza, 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 signe d 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 Donald
J. Goshorn acknowledged said instrument to
be the free act and deed of said
corporation.






	 	 	 	 	 
	 	 	 
	(Notarial Seal) 	/s/ Stephanie V. Washio
 	 
	 	Stephanie V. Washio 	 
	 	Notary Public, Wayne County, MI

Acting in Wayne

My Commission Expires: May 18, 2012 	 



29









 






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

 	 
	 	By:  	/s/ Alexis M. Johnson
 	 
	(Corporate Seal) 	 	Name:  	Alexis M. Johnson 	 
	 	 	Title:  	Authorized Officer 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	/s/ J. Michael Banas
 	 
	 	 	Name:  	J. Michael Banas 	 
	 	 	Title:  	Vice President 	 
	 
	 	Signed, sealed and delivered by

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

in the presence of

 	 
	 	/s/ Daniel T. Richards
 	 
	 	Name:  	Daniel T. Richards 	 
	 	 	 
	 
	 	 	 
	 	                         /s/ Kathleen Hier
 	 
	 	Name:  	Kathleen Hier 	 
	 	 	 



30









 






	 	 	 	 	 



	 	 	 	 	 	 	 	 	 

	 

	 	STATE OF MICHIGAN
	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	SS
	 

	 	COUNTY OF INGHAM
	 	 	)	 	 	 






	 	 	 

	ACKNOWLEDG-MENT OF EXECUTION
BY TRUSTEE.

	 	On this 15th day of December,
2010, before me, the subscriber, a Notary
Public within and for the County of Wayne,
in the State of Michigan, acting in the
County of Ingham, personally appeared
Alexis M. Johnson, to me personally known,
who, being by me duly sworn, did say that
her business office is located at 719
Griswold Street, Suite 930, Detroit,
Michigan 48226, and she is an Authorized
Officer of THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., one of the
corporations described in and which
executed the foregoing instrument; that she
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 she subscribed her name
thereto by like authority; and said Alexis
M. Johnson acknowledged said instrument to
be the free act and deed of said
corporation.






	 	 	 	 	 
	 	 	 
	(Notarial Seal) 	/s/ Stephanie V. Washio
 	 
	 	Stephanie V. Washio 	 
	 	Notary Public, Wayne County, MI

Acting in Ingham

My Commission Expires: May 18, 2012 	 



31









 






	 	 	 	 	 



	 	 	 	 	 	 	 	 	 

	 

	 	STATE OF MICHIGAN
	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	SS
	 

	 	COUNTY OF WAYNE
	 	 	)	 	 	 






	 	 	 

	AFFIDAVIT AS TO CONSIDERATION AND
GOOD FAITH.

	 	Donald J. Goshorn, 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/ Donald J. Goshorn
 	 
	 	Name:  	Donald J. Goshorn 	 
	 	Title:  	Assistant Treasurer
The Detroit Edison Company 	 
	 
	 	Sworn to before me this 14th day of December, 2010

 	 
	(Notarial Seal)  	     /s/ Stephanie V. Washio
 	 
	 	Stephanie V. Washio 	 
	 	Notary Public, Wayne County, MI

Acting in Wayne

My Commission Expires: May 18, 2012 	 



32









 






	 	 	 	 	 



This instrument was drafted by:

Daniel T. Richards, Esq.

One Energy Plaza

688 WCB

Detroit, Michigan 48226



When recorded return to:

Stephanie V. Washio

One Energy Plaza

688 WCB

Detroit, Michigan 48226




33