DETROIT EDISON CO (Form: 10-Q, Received: 11/04/2011 16:21:47)

Date Filed

Net Under-Recovery,

Including Interest

PSCR Cost of

Power Sold

March 2011

$52.6 million

$1.2 billion

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30, 2011

Commission file number 1-2198

The Detroit Edison Company meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is, therefore, filing this Form with the reduced disclosure format.

THE DETROIT EDISON COMPANY

(Exact name of registrant as specified in its charter)



Michigan	38-0478650
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

One Energy Plaza, Detroit, Michigan	48226-1279
(Address of principal executive offices)	(Zip Code)

313-235-4000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer 	Accelerated filer 	Non-accelerated filer þ	Smaller reporting company o
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

All of the registrant's 138,632,324 outstanding shares of common stock are owned by DTE Energy Company.

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THE DETROIT EDISON COMPANY

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2011

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	Page
DEFINITIONS	1
FORWARD-LOOKING STATEMENTS	2
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Position (Unaudited)	4
Consolidated Statements of Operations (Unaudited)	6
Consolidated Statements of Cash Flows (Unaudited)	7
Consolidated Statements of Changes in Shareholder's Equity and Comprehensive Income (Unaudited)	8
Notes to Consolidated Financial Statements (Unaudited)	9
Item 2. Management's Narrative Analysis of Results of Operations	26
Item 4. Controls and Procedures	29
PART II- OTHER INFORMATION
Item 1 . Legal Proceedings	30
Item 1A. Risk Factors	30
Item 6. Exhibits	31
SIGNATURE	32
EX-4.276
EX-4.277
EX-4.278
EX-31.69
EX-31.70
EX-32.69
EX-32.70
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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DEFINITIONS



ASC	Accounting Standards Codification
ASU	Accounting Standards Update
CIM	A Choice Incentive Mechanism authorized by the MPSC that allows Detroit Edison to recover or refund non-fuel revenues lost or gained as a result of fluctuations in electric Customer Choice sales.
Customer Choice	Michigan legislation giving customers the option to choose alternative suppliers for electricity.
Detroit Edison	The Detroit Edison Company (a direct wholly owned subsidiary of DTE Energy) and subsidiary companies
DTE Energy	DTE Energy Company, directly or indirectly the parent of Detroit Edison, Michigan Consolidated Gas Company and numerous non-utility subsidiaries
EPA	United States Environmental Protection Agency
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
FTRs	Financial transmission rights are financial instruments that entitle the holder to receive payments related to costs incurred for congestion on the transmission grid.
MCIT	Michigan Corporate Income Tax
MDEQ	Michigan Department of Environmental Quality
MISO	Midwest Independent System Operator is an Independent System Operator and the Regional Transmission Organization serving the Midwest United States and Manitoba, Canada.
MPSC	Michigan Public Service Commission
NRC	United States Nuclear Regulatory Commission
PSCR	A Power Supply Cost Recovery mechanism authorized by the MPSC that allows Detroit Edison to recover through rates its fuel, fuel-related and purchased power costs.
RDM	A Revenue Decoupling Mechanism authorized by the MPSC that is designed to minimize the impact on revenues of changes in average customer usage of electricity
Securitization	Detroit Edison financed specific stranded costs at lower interest rates through the sale of rate reduction bonds by a wholly-owned special purpose entity, The Detroit Edison Securitization Funding LLC.
VIE	Variable Interest Entity

Units of Measurement



kWh	Kilowatthour of electricity
MW	Megawatt of electricity
MWh	Megawatthour of electricity

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FORWARD-LOOKING STATEMENTS

Certain information presented herein includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and business of Detroit Edison. Words such as "anticipate," "believe," "expect," "projected" and "goals" signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous assumptions, risks and uncertainties that may cause actual future results to be materially different from those contemplated, projected, estimated or budgeted. Many factors may impact forward-looking statements including, but not limited to, the following:


•	economic conditions and population changes in our geographic area resulting in changes in demand, customer conservation, increased thefts of electricity and high levels of uncollectible accounts receivable;


•	changes in the economic and financial viability of suppliers and trading counterparties, and the continued ability of such parties to perform their obligations to the Detroit Edison;


•	access to capital markets and the results of other financing efforts which can be affected by credit agency ratings;


•	instability in capital markets which could impact availability of short and long-term financing;


•	the timing and extent of changes in interest rates;


•	the level of borrowings;


•	the potential for losses on investments, including nuclear decommissioning and benefit plan assets and the related increases in future expense and contributions;


•	impact of regulation by the FERC, MPSC, NRC and other applicable governmental proceedings and regulations, including any associated impact on rate structures;


•	the amount and timing of cost recovery allowed as a result of regulatory proceedings, related appeals or new legislation;


•	the potential for increased costs or delays in completion of significant construction projects;


•	the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers;


•	environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements;


•	health, safety, financial, environmental and regulatory risks associated with ownership and operation of nuclear facilities;


•	impact of electric utility restructuring in Michigan, including legislative amendments and Customer Choice programs;


•	employee relations and the impact of collective bargaining agreements;


•	unplanned outages;


•	changes in the cost and availability of coal and other raw materials and purchased power;


•	cost reduction efforts and the maximization of plant and distribution system performance;


•	the effects of competition;


•	changes in and application of federal, state and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings and audits;


•	the cost of protecting assets against, or damage due to, terrorism or cyber attacks;

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•	the availability, cost, coverage and terms of insurance and stability of insurance providers;


•	changes in and application of accounting standards and financial reporting regulations;


•	changes in federal or state laws and their interpretation with respect to regulation, energy policy and other business issues;


•	binding arbitration, litigation and related appeals; and


•	the risks discussed in our public filings with the Securities and Exchange Commission.

New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause our results to differ materially from those contained in any forward-looking statement. Any forward-looking statements refer only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

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Part I — Item 1.

THE DETROIT EDISON COMPANY

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)



(in Millions)	September 30, 2011			December 31, 2010
ASSETS
Current Assets
Cash and cash equivalents	$	20		$	30
Restricted cash, principally Securitization	58			104
Accounts receivable (less allowance for doubtful accounts of $85 and $93, respectively)
Customer	701			690
Affiliates	12			8
Other	45			204
Inventories
Fuel	219			224
Materials and supplies	178			170
Notes receivable
Affiliates	—			97
Other	2			—
Regulatory assets	201			58
Prepaid property taxes	91			44
Other	16			7
	1,543			1,636

Investments
Nuclear decommissioning trust funds	893			939
Other	113			118
	1,006			1,057

Property
Property, plant and equipment	16,643			16,068
Less accumulated depreciation and amortization	(6,632		)	(6,418		)
	10,011			9,650

Other Assets
Regulatory assets	3,237			3,277
Securitized regulatory assets	618			729
Intangible assets	35			25
Notes receivable
Affiliates	—			6
Other	6			—
Other	139			142
	4,035			4,179

Total Assets	$	16,595		$	16,522

See Notes to Consolidated Financial Statements (Unaudited)

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THE DETROIT EDISON COMPANY

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)



(in Millions, Except Shares)	September 30, 2011			December 31, 2010
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities
Accounts payable
Affiliates	$	36		$	50
Other	340			349
Accrued interest	75			81
Current portion long-term debt, including capital leases	179			308
Regulatory liabilities	20			60
Short-term borrowing - affiliates	33			—
Short-term borrowing - other	49			—
Other	250			279
	982			1,127

Long-Term Debt (net of current portion)
Mortgage bonds, notes and other	4,395			4,046
Securitization bonds	479			643
Capital lease obligations	7			20
	4,881			4,709

Other Liabilities
Deferred income taxes	2,586			2,235
Regulatory liabilities	467			714
Asset retirement obligations	1,413			1,354
Unamortized investment tax credit	60			67
Nuclear decommissioning	141			149
Accrued pension liability - affiliates	789			960
Accrued postretirement liability - affiliates	1,029			1,060
Other	119			138
	6,604			6,677

Commitments and Contingencies (Notes 6 and 9)

Shareholder's Equity
Common stock, $10 par value, 400,000,000 shares authorized, and 138,632,324 shares issued and outstanding	3,196			3,196
Retained earnings	947			829
Accumulated other comprehensive income (loss)	(15		)	(16		)
	4,128			4,009

Total Liabilities and Shareholder's Equity	$	16,595		$	16,522

See Notes to Consolidated Financial Statements (Unaudited)

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THE DETROIT EDISON COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



	Three Months Ended						Nine Months Ended
	September 30						September 30
(in Millions)	2011			2010			2011			2010
Operating Revenues	$	1,517		$	1,444		$	3,949		$	3,798

Operating Expenses
Fuel and purchased power	553			484			1,348			1,217
Operation and maintenance	352			325			1,012			960
Depreciation and amortization	215			230			619			644
Taxes other than income	63			54			182			180
Asset (gains) and losses, net	(1		)	—			13			(1		)
	1,182			1,093			3,174			3,000

Operating Income	335			351			775			798

Other (Income) and Deductions
Interest expense	74			83			218			241
Interest income	—			(1		)	—			(1		)
Other income	(9		)	(10		)	(30		)	(27		)
Other expenses	14			6			26			23
	79			78			214			236

Income Before Income Taxes	256			273			561			562

Income Tax Expense	98			108			214			219

Net Income	$	158		$	165		$	347		$	343

See Notes to Consolidated Financial Statements (Unaudited)

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THE DETROIT EDISON COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Nine Months Ended
	September 30
(in Millions)	2011			2010
Operating Activities
Net income	$	347		$	343
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	619			644
Deferred income taxes	119			78
Asset (gains) and losses, net	13			(1		)
Changes in assets and liabilities, exclusive of changes shown separately (Note 11)	(268		)	(87		)
Net cash from operating activities	830			977

Investing Activities
Plant and equipment expenditures	(842		)	(641		)
Restricted cash for debt redemptions, principally Securitization	47			36
Proceeds from sale of nuclear decommissioning trust fund assets	69			179
Investment in nuclear decommissioning trust funds	(97		)	(204		)
Notes receivable - affiliates	103			(30		)
Other investments	(24		)	(34		)
Net cash used for investing activities	(744		)	(694		)

Financing Activities
Short-term borrowings - affiliates	33			—
Short-term borrowings - other	50			—
Issuance of long-term debt	610			595
Redemption of long-term debt	(554		)	(652		)
Dividends on common stock	(229		)	(228		)
Other	(6		)	(10		)
Net cash used for financing activities	(96		)	(295		)

Net Decrease in Cash and Cash Equivalents	(10		)	(12		)
Cash and Cash Equivalents at Beginning of Period	30			34
Cash and Cash Equivalents at End of Period	$	20		$	22

See Notes to Consolidated Financial Statements (Unaudited)

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THE DETROIT EDISON COMPANY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME (UNAUDITED)



	Common Stock			Additional Paid In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total
(Dollars in Millions, shares in thousands)	Shares	Amount		Additional Paid In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balance, December 31, 2010	138,632	$	1,386	$	1,810	$	829		$	(16	)	$	4,009
Net income						347						347
Dividends declared on common stock						(229		)				(229		)
Benefit obligations, net of tax									1			1
Balance, September 30, 2011	138,632	$	1,386	$	1,810	$	947		$	(15	)	$	4,128

The following table displays comprehensive income for the nine-month periods ended September 30:



(in Millions)	2011		2010
Net income	347		$	343
Other comprehensive income, net of tax:
Benefit obligations, net of taxes	1		1
Comprehensive income	$	348	$	344

See Notes to Consolidated Financial Statements (Unaudited)

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THE DETROIT EDISON COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 — BASIS OF PRESENTATION

Corporate Structure

Detroit Edison is an electric utility engaged in the generation, purchase, distribution and sale of electricity to approximately 2.1 million customers in southeastern Michigan. Detroit Edison is regulated by the MPSC and the FERC. In addition, the Company is regulated by other federal and state regulatory agencies including the NRC, the EPA and the MDEQ.

References in this report to “we,” “us,” “our” or “Company” are to Detroit Edison and its subsidiaries, collectively.

Basis of Presentation

These Consolidated Financial Statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the 2010 Annual Report on Form 10-K.

The accompanying Consolidated Financial Statements are prepared using accounting principles generally accepted in the United States of America. These accounting principles require management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from the Company's estimates.

The Consolidated Financial Statements are unaudited, but in the Company's opinion include all adjustments necessary to a fair statement of the results for the interim periods. All adjustments are of a normal recurring nature, except as otherwise disclosed in these Consolidated Financial Statements and Notes to Consolidated Financial Statements. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year ending December 31, 2011.

Certain prior year balances were reclassified to match the current year's financial statement presentation.

Principles of Consolidation

The Company consolidates all majority owned subsidiaries and investments in entities in which it has controlling influence. Non-majority owned investments are accounted for using the equity method when the Company is able to influence the operating policies of the investee. Non-majority owned investments include investments in limited liability companies, partnerships or joint ventures. When the Company does not influence the operating policies of an investee, the cost method is used. These consolidated financial statements also reflect the Company's proportionate interests in certain jointly owned utility plant. The Company eliminates all intercompany balances and transactions.

The Company evaluates whether an entity is a VIE whenever reconsideration events occur. The Company consolidates VIEs for which it is the primary beneficiary. If the Company is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity method of accounting. When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including: the power, through voting or similar rights, to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. The Company performs ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed.

The Company has variable interests in VIEs through certain of its long-term purchase contracts. As of September 30, 2011, the carrying amount of assets and liabilities in the Consolidated Statement of Financial Position that relate to its variable interests under long-term purchase contracts are predominately related to working capital accounts and generally represent the amounts owed by the Company for the deliveries associated with the current billing cycle under the contracts. The Company has not provided any form of financial support associated with these long-term contracts. There is no significant potential exposure to loss as a result of its variable interests through these long-term purchase contracts.

In 2001, Detroit Edison financed a regulatory asset related to Fermi 2 and certain other regulatory assets through the sale of rate reduction bonds by a wholly-owned special purpose entity, Securitization. Detroit Edison performs servicing activities including billing and collecting surcharge revenue for Securitization. This entity is a VIE, and is consolidated as the Company is the primary beneficiary. The maximum risk exposure related to Securitization is reflected on the Company's Consolidated

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Statements of Financial Position.

The following table summarizes the major balance sheet items at September 30, 2011 and December 31, 2010 restricted for Securitization that are either (1) assets that can be used only to settle its obligations or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary.



(in Millions)	September 30, 2011		December 31, 2010
ASSETS
Restricted cash	$	58	$	104
Accounts receivable	38		42
Securitized regulatory assets	618		729
Other assets	10		13
	$	724	$	888
LIABILITIES
Accounts payable and accrued current liabilities	$	4	$	17
Current portion long-term debt, including capital leases	164		150
Other current liabilities	62		62
Securitization bonds	479		643
Other long term liabilities	6		6
	$	715	$	878

As of September 30, 2011 and December 31, 2010, Detroit Edison had $5 million and $6 million in Notes receivable, respectively, related to non-consolidated VIEs.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Income Taxes

The Company had $4 million and $3 million of unrecognized tax benefits at September 30, 2011 and December 31, 2010, respectively, that, if recognized, would favorably impact its effective tax rate. The Company has increased its unrecognized tax benefit by $70 million in the nine months ended September 30, 2011, as a result of a change in a tax position taken during a prior period. During the next twelve months, it is reasonably possible that DTE Energy and its subsidiaries will settle certain federal tax audits. As a result, the Company believes that it is possible that there will be a decrease in unrecognized tax benefits of up to $85 million.

Michigan Corporate Income Tax (MCIT)

On May 25, 2011, the Michigan Business Tax (MBT) was repealed and the MCIT was enacted and will become effective January 1, 2012. The MCIT subjects corporations with business activity in Michigan to a 6 percent tax rate on an apportioned income tax base and eliminates the modified gross receipts tax and nearly all credits available under the MBT. The MCIT also eliminated the future deductions allowed under MBT that enabled companies to establish a one-time deferred tax asset upon enactment of the MBT to offset deferred tax liabilities that resulted from enactment of the MBT.

Effective with the enactment of the MCIT in the second quarter of 2011, the net state deferred tax liability was remeasured to reflect the impact of the MCIT tax rate on cumulative temporary differences expected to reverse after the effective date. The net impact of this remeasurement was a decrease in deferred income tax liabilities of $35 million that was offset against the regulatory asset established upon the enactment of the MBT.

Due to the elimination of the future tax deductions allowed under the MBT, the one-time MBT deferred tax asset that was established upon the enactment of the MBT has been remeasured to zero. The net impact of this remeasurement is a reduction of net deferred tax assets of $342 million which was offset against the regulatory liability established upon enactment of the MBT.

Consistent with the original establishment of this deferred tax liability, no recognition of this non-cash transaction has been reflected in the Consolidated Statements of Cash Flows.

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Stock-Based Compensation

The Company received an allocation of costs from DTE Energy associated with stock-based compensation of $6 million and $5 million for the three months ended September 30, 2011 and September 30, 2010, respectively, while such allocation was $20 million and $17 million for the nine months ended September 30, 2011 and 2010, respectively.

NOTE 3 — FAIR VALUE

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in a principal or most advantageous market. Fair value is a market-based measurement that is determined based on inputs, which refer broadly to assumptions that market participants use in pricing assets or liabilities. These inputs can be readily observable, market corroborated or generally unobservable inputs. The Company makes certain assumptions it believes that market participants would use in pricing assets or liabilities, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. Credit risk of the Company and its counterparties is incorporated in the valuation of assets and liabilities through the use of credit reserves, the impact of which was immaterial at September 30, 2011 and December 31, 2010.

The Company believes it uses valuation techniques that maximize the use of observable market-based inputs and minimize the use of unobservable inputs.

A fair value hierarchy has been established, that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. All assets and liabilities are required to be classified in their entirety based on the lowest level of input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input may require judgment considering factors specific to the asset or liability, and may affect the valuation of the asset or liability and its placement within the fair value hierarchy. The Company classifies fair value balances based on the fair value hierarchy defined as follows:


•	Level 1 - Consists of unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.


•	Level 2 - Consists of inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.


•	Level 3 - Consists of unobservable inputs for assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost-benefit constraints.

The following table presents assets and liabilities measured and recorded at fair value on a recurring basis as of September 30, 2011:

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(in Millions)	Level 1		Level 2			Level 3		Net Balance at September 30, 2011
Assets:
Nuclear decommissioning trusts	$	532	$	361		$	—	$	893
Other investments	45		56			—		101
Derivative assets - FTRs	—		—			3		3
Total	$	577	$	417		$	3	$	997
Liabilities:
Derivative liabilities - Emissions	—		(1		)	—		(1		)
Total	$	—	(1		)	$	—	$	(1	)

Net Assets at September 30, 2011	$	577	416			$	3	$	996



(in Millions)	Level 1		Level 2			Level 3		Net Balance at September 30, 2011
Assets:
Current	$	—	$	—		$	3	$	3
Noncurrent	577		417			—		994
Total Assets	$	577	$	417		$	3	$	997
Liabilities:
Current	$	—	$	(1	)	$	—	$	(1	)
Noncurrent	—		—			—		—
Total Liabilities	$	—	$	(1	)	$	—	$	(1	)

Net Assets at September 30, 2011	$	577	$	416		$	3	$	996

The following table presents assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2010:



(in Millions)	Level 1		Level 2			Level 3		Net Balance at December 31, 2010
Assets:
Nuclear decommissioning trusts	$	599	$	340		—		$	939
Other investments	52		55			—		107
Derivative assets - FTRs	—		—			2		2
Total	$	651	$	395		$	2	$	1,048
Liabilities:
Derivative liabilities - Emissions	—		(3		)	—		(3		)
Total	—		$	(3	)	—		$	(3	)

Net Assets at December 31, 2010	$	651	$	392		$	2	$	1,045

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(in Millions)	Level 1		Level 2			Level 3		Net Balance at December 31, 2010
Assets:
Current	—		—			$	2	$	2
Noncurrent	651		395			—		1,046
Total Assets	$	651	$	395		$	2	$	1,048
Liabilities:
Current	—		$	(3	)	—		$	(3	)
Noncurrent	—		—			—		—
Total Liabilities	—		$	(3	)	—		$	(3	)

Net Assets at December 31, 2010	$	651	$	392		$	2	$	1,045

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The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for the three and nine months ended September 30, 2011 and 2010:



	Three Months Ended					Nine Months Ended
	September 30					September 30
(in Millions)	2011		2010			2011			2010
Asset balance as of beginning of the period	$	3	$	3		$	2		$	2
Changes in fair value recorded in regulatory assets/liabilities	—		—			3			4
Purchases, issuances and settlements:
Settlements	—		(1		)	(2		)	(4		)
Asset balance as of September 30	$	3	$	2		$	3		$	2
The amount of total gains (losses) included in regulatory assets and liabilities attributed to the change in unrealized gains (losses) related to assets and liabilities held at September 30, 2011 and 2010	$	—	$	—		$	3		$	2

Transfers in and transfers out of Level 3 represent existing assets or liabilities that were either previously categorized as a higher level and for which the inputs to the model became unobservable or assets and liabilities that were previously classified as Level 3 for which the lowest significant input became observable during the period. Transfers in and transfers out of Level 3 are reflected as if they had occurred at the beginning of the period. No transfers between Levels 1, 2 or 3 occurred in the three and nine months ended September 30, 2011 and September 30, 2010.

Nuclear Decommissioning Trusts and Other Investments

The nuclear decommissioning trusts and other investments hold debt and equity securities directly and indirectly through commingled funds and institutional mutual funds. Exchange-traded debt and equity securities held directly are valued using quoted market prices in actively traded markets. The commingled funds and institutional mutual funds which hold exchange-traded equity or debt securities are valued based on the underlying securities, using quoted prices in actively traded markets. Non-exchange-traded fixed income securities are valued based upon quotations available from brokers or pricing services. A primary price source is identified by asset type, class or issue for each security. The trustees monitor prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the trustees determine that another price source is considered to be preferable. Detroit Edison has obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally, Detroit Edison selectively corroborates the fair values of securities by comparison of market-based price sources.

Derivative Assets and Liabilities

Derivative assets and liabilities are comprised of physical and financial derivative contracts, including futures, forwards, options and swaps that are both exchange-traded and over-the-counter traded contracts. Various inputs are used to value derivatives depending on the type of contract and availability of market data. Exchange-traded derivative contracts are valued using quoted prices in active markets. The Company considers the following criteria in determining whether a market is considered active: frequency in which pricing information is updated, variability in pricing between sources or over time and the availability of public information. Other derivative contracts are valued based upon a variety of inputs including commodity market prices, broker quotes, interest rates, credit ratings, default rates, market-based seasonality and basis differential factors. The Company monitors the prices that are supplied by brokers and pricing services and may use a supplemental price source or change the primary price source of an index if prices become unavailable or another price source is determined to be more representative of fair value. The Company has obtained an understanding of how these prices are derived. Additionally, the Company selectively corroborates the fair value of its transactions by comparison of market-based price sources. Mathematical valuation models are used for derivatives for which external market data is not readily observable, such as contracts which extend beyond the actively traded reporting period.

Fair Value of Financial Instruments

The fair value of long-term debt is determined by using quoted market prices when available and a discounted cash flow analysis based upon estimated current borrowing rates when quoted market prices are not available. The table below shows the

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fair value and the carrying value for long-term debt securities. Certain other financial instruments, such as notes payable, customer deposits and notes receivable are not shown as carrying value approximates fair value. See Note 4 for further fair value information on financial and derivative instruments.



	September 30, 2011		December 31, 2010
	Fair Value	Carrying Value	Fair Value	Carrying Value
Long-Term Debt	$5.8 billion	$5.1 billion	$5.3 billion	$5.0 billion

Nuclear Decommissioning Trust Funds

Detroit Edison has a legal obligation to decommission its nuclear power plants following the expiration of their operating licenses. This obligation is reflected as an asset retirement obligation on the Consolidated Statements of Financial Position. See Note 5.

The NRC has jurisdiction over the decommissioning of nuclear power plants and requires decommissioning funding based upon a formula. The MPSC and FERC regulate the recovery of costs of decommissioning nuclear power plants and both require the use of external trust funds to finance the decommissioning of Fermi 2. Rates approved by the MPSC provide for the recovery of decommissioning costs of Fermi 2 and the disposal of low-level radioactive waste. Detroit Edison is continuing to fund FERC jurisdictional amounts for decommissioning even though explicit provisions are not included in FERC rates. The Company believes the MPSC and FERC collections will be adequate to fund the estimated cost of decommissioning using the NRC formula. The decommissioning assets, anticipated earnings thereon and future revenues from decommissioning collections will be used to decommission Fermi 2. The Company expects the liabilities to be reduced to zero at the conclusion of the decommissioning activities. If amounts remain in the trust funds for Fermi 2 following the completion of the decommissioning activities, those amounts will be disbursed based on rulings by the MPSC and FERC.

The decommissioning of Fermi 1 is funded by Detroit Edison. Contributions to the Fermi 1 trust are discretionary.

The following table summarizes the fair value of the nuclear decommissioning trust fund assets:



(in Millions)	September 30 2011		December 31 2010
Fermi 2	$	858	$	910
Fermi 1	3		3
Low level radioactive waste	32		26
Total	$	893	$	939

The costs of securities sold are determined on the basis of specific identification. The following table sets forth the gains and losses and proceeds from the sale of securities by the nuclear decommissioning trust funds:



	Three Months Ended						Nine Months Ended
	September 30						September 30
(in Millions)	2011			2010			2011			2010
Realized gains	$	8		$	8		$	34		$	29
Realized losses	(9		)	(6		)	(26		)	(25		)
Proceeds from sales of securities	10			51			69			179

Realized gains and losses from the sale of securities for the Fermi 2 and the low level radioactive waste funds are recorded to the Regulatory asset and Nuclear decommissioning liability. The following table sets forth the fair value and unrealized gains for the nuclear decommissioning trust funds:

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(in Millions)	Fair Value		Unrealized Gains
As of September 30, 2011
Equity securities	$	485	$	52
Debt securities	395		22
Cash and cash equivalents	13		—
	893		74



(in Millions)	Fair Value		Unrealized Gains
As of December 31, 2010
Equity securities	$	572	$	77
Debt securities	361		11
Cash and cash equivalents	6		—
	$	939	$	88

The debt securities at September 30, 2011 and December 31, 2010 had an average maturity of approximately 7 and 6 years, respectively. Securities held in the nuclear decommissioning trust funds are classified as available-for-sale. As Detroit Edison does not have the ability to hold impaired investments for a period of time sufficient to allow for the anticipated recovery of market value, all unrealized losses are considered to be other than temporary impairments.

Unrealized losses incurred by the Fermi 2 trust are recognized as a Regulatory asset. Detroit Edison recognized $87 million and $26 million of unrealized losses as Regulatory assets at September 30, 2011 and December 31, 2010, respectively. Since the decommissioning of Fermi 1 is funded by Detroit Edison rather than through a regulatory recovery mechanism, there is no corresponding regulatory asset treatment. Therefore, unrealized losses incurred by the Fermi 1 trust are recognized in earnings immediately. There were no unrealized losses recognized for the three and nine months ended September 30, 2011 and September 30, 2010 for Fermi 1 trust assets.

Other Available-For-Sale Securities

The following table summarizes the fair value of the Company's investment in available-for-sale debt and equity securities, excluding nuclear decommissioning trust fund assets:



	September 30, 2011				December 31, 2010
(in Millions)	Fair Value		Carrying Value		Fair Value		Carrying Value
Cash equivalents	$	76	$	76	$	125	$	125
Equity securities	4		4		4		4

As of September 30, 2011, these securities were comprised primarily of money-market funds and equity securities. Gains (losses) related to trading securities held at September 30, 2011 and September 30, 2010 were $(3) million and $3 million, respectively.

NOTE 4 — FINANCIAL AND OTHER DERIVATIVE INSTRUMENTS

The Company recognizes all derivatives at their fair value on the Consolidated Statements of Financial Position unless they qualify for certain scope exceptions, including the normal purchases and normal sales exception. Further, derivatives that qualify and are designated for hedge accounting are classified as either hedges of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge), or as hedges of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge). For cash flow hedges, the portion of the derivative gain or loss that is effective in offsetting the change in the value of the underlying exposure is deferred in Accumulated other comprehensive income and later reclassified into earnings when the underlying transaction occurs. For fair value hedges, changes in fair values for the derivative are recognized in earnings each period. Gains and losses from the ineffective portion of any hedge are recognized in earnings immediately. For derivatives that do not qualify or are not designated for hedge accounting, changes in the fair value are recognized in earnings each period.

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Detroit Edison's primary market risk exposure is associated with commodity prices, credit and interest rates. The Company has risk management policies to monitor and manage market risks. The Company uses derivative instruments to manage some of the exposure. Detroit Edison generates, purchases, distributes and sells electricity. Detroit Edison uses forward energy and capacity contracts to manage changes in the price of electricity and fuel. Substantially all of these contracts meet the normal purchases and sales exemption and are therefore accounted for under the accrual method. Other derivative contracts are recoverable through the PSCR mechanism when settled. This results in the deferral of unrealized gains and losses as Regulatory assets or liabilities until realized.

The following represents the fair value of derivative instruments as of September 30, 2011 and December 31, 2010:



(in Millions)	September 30 2011			December 31 2010
FTRs - Other current assets	$	3		$	2
Emissions - Other current liabilities	(1		)	(3		)
Total derivatives not designated as hedging instruments	$	2		$	(1	)

The effects of derivative instruments recoverable through the PSCR mechanism when realized on the Consolidated Statements of Financial Position were $3 million in gains related to FTRs recognized in Regulatory liabilities for the nine months ended September 30, 2011. There was no material effect for the three months ended September 30, 2011.

The following represents the cumulative gross volume of derivative contracts outstanding as of September 30, 2011:



Commodity		Number of Units
FTRs (MW)		58,942

NOTE 5 — ASSET RETIREMENT OBLIGATIONS

A reconciliation of the asset retirement obligations for the nine months ended September 30, 2011 follows:



(in Millions)
Asset retirement obligations at December 31, 2010	$	1,366
Accretion	63
Revision in estimated cash flows	(1		)
Liabilities incurred	3
Liabilities settled	(8		)
Asset retirement obligations at September 30, 2011	1,423
Less amount included in current liabilities	(10		)
	$	1,413

In 2001, Detroit Edison began the final decommissioning of Fermi 1, with the goal of removing the remaining radioactive material and terminating the Fermi 1 license. In the first quarter of 2011, based on management decisions revising the timing and estimate of cash flows, Detroit Edison accrued an additional $19 million with respect to the decommissioning of Fermi 1. Management intends to suspend decommissioning activities and place the facility in safe storage status. The expense amount has been recorded in Asset (gains) and losses, net on the Consolidated Statements of Operations. In the second quarter of 2011, based on updated studies revising the timing and estimate of cash flows, a reduction of approximately $20 million was made to the Detroit Edison asset retirement obligation for asbestos removal with approximately $6 million of the decrease associated with Fermi 1 recorded in Asset (gains) and losses, net on the Consolidated Statements of Operations.

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NOTE 6 — REGULATORY MATTERS

2010 Electric Rate Case Filing

On October 20, 2011, the MPSC issued an order in Detroit Edison's October 29, 2010 rate case filing. The MPSC approved an annual revenue increase of $175 million. Included in the approved increase in revenues was a return on equity of 10.5% on an expected permanent capital structure of 49.2% equity and 50.8% debt.

Detroit Edison self-implemented a rate increase of $107 million on April 28, 2011. The MPSC stated the net revenue collected due to self-implementation be credited to the 2011 Choice Incentive Mechanism (CIM) regulatory asset. Self-implementation revenue of approximately $31 million was credited to the CIM Regulatory Asset as of September 30, 2011. The MPSC required that within ninety days, Detroit Edison file a report regarding the amount of revenue collected through application of its self-implemented rate increase and a proposed reconciliation with the final rates and rate design approved in the order. In addition, a 2011 CIM reconciliation is expected to be filed in early 2012.

Other key aspects of the MPSC order include the following:

•

adopt a new Revenue Decoupling Mechanism (RDM) effective April 1, 2012, that will compare actual revenue (excluding the impacts of weather) by rate class with the base established in this rate case. The RDM has an annual collar of 1.5% in the first year and 3% in the second and subsequent years. The RDM established in the previous rate case, which considered the impact of weather, will be terminated effective October 31, 2011. Therefore, there will be no RDM in place from October 31, 2011 through April 1, 2012;


•	recognition of the expiration of a wholesale contract. Since the expiration of the wholesale contract is not until December 31, 2011, the MPSC is requiring Detroit Edison to calculate a customer credit for each kWh sold under the wholesale contract from October 29, 2011 through December 31, 2011, with the credit to be applied in its next PSCR reconciliation;


•	the Restoration Reconciliation Mechanism, Line Clearance Recovery Mechanism, Uncollectible Expense Tracking Mechanism and CIM are terminated as of the date of the order;


•	due to uncertainty resulting from the Michigan Court of Appeals overturning collection of the Low Income Energy Efficiency Fund (LIEEF), the MPSC required the continued collection of LIEEF amounts in base rates and placement into escrow pending further orders by the MPSC;


•	approval of Detroit Edison's proposal to reduce the Nuclear Decommissioning Surcharge by approximately $20 million annually; and


•	implementation of lower depreciation rates previously approved in a June 2011 MPSC order.

Detroit Edison Uncollectible Expense True-Up Mechanism (UETM)

In March 2011, Detroit Edison filed an application with the MPSC for approval of its UETM for 2010 requesting authority to refund approximately $7 million consisting of costs related to 2010 uncollectible expense. In August 2011, the MPSC approved a settlement agreement for the 2010 UETM authorizing a refund of approximately $7 million to be applied as credits to customer bills beginning September 1, 2011.

Detroit Edison Restoration Expense Tracker Mechanism (RETM) and Line Clearance Tracker (LCT) Reconciliation

In March 2011, Detroit Edison filed an application with the MPSC for approval of the reconciliation of its 2010 RETM and LCT. The Company's 2010 restoration expenses were higher than the amount provided in rates. Accordingly, Detroit Edison requested recovery of $19.5 million. In October 2011, the MPSC approved a settlement agreement reconciling the RETM and approving the LCT report. The MPSC authorized surcharges to recover $19.5 million over a three-month period beginning November 1, 2011.

Detroit Edison Revenue Decoupling Mechanism (RDM)

In May 2011, Detroit Edison filed an application with the MPSC for approval of its RDM reconciliation for the period February 2010 through January 2011 requesting authority to refund approximately $56 million, plus interest. This is the initial

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reconciliation filing under the pilot RDM. In addition to the refund liability for the initial reconciliation filing, Detroit Edison has accrued an RDM refund for the February 2011 through September 2011 period of approximately $71 million, plus interest. There are various interpretations and alternative calculation methodologies relating to the RDM refund calculation that could ultimately be adopted by the MPSC that could result in significant adjustments in excess of the amounts accrued as of September 30, 2011. An MPSC order on the initial filing is expected in the first half of 2012.

Power Supply Cost Recovery (PSCR) Proceedings

The PSCR process is designed to allow Detroit Edison to recover all of its power supply costs if incurred under reasonable and prudent policies and practices. Detroit Edison's power supply costs include fuel costs, purchased and net interchange power costs, nitrogen oxide and sulfur dioxide emission allowances costs, urea costs, transmission costs and MISO costs. The MPSC reviews these costs, policies and practices for prudence in annual plan and reconciliation filings. The following table summarizes Detroit Edison's PSCR reconciliation filing currently pending with the MPSC:

2010 PSCR Year - The net under-recovery of $52.6 million includes an over-recovery of $15.6 million for the 2009 PSCR year. In addition, the 2010 PSCR reconciliation includes an under-recovery of $7.1 million for the reconciliation of the 2007-2008 Pension Equalization Mechanism, and an over-refund of $3.8 million for the 2011 refund of the self-implemented rate increase related to the 2009 electric rate case filing.

2011 Plan Year - In September 2010, Detroit Edison filed its 2011 PSCR plan case seeking approval of a levelized PSCR factor of 2.98 mills/kWh below the amount included in base rates for all PSCR customers. The filing supports a total power supply expense forecast of $1.2 billion. The plan also includes approximately $36 million for the recovery of its projected 2010 PSCR under-recovery.

2012 Plan Year - In September 2011, Detroit Edison filed its 2012 PSCR plan case seeking approval of a levelized PSCR factor of 4.18 mills/kWh above the amount included in base rates for all PSCR customers. The filing supports a total power supply expense forecast of $1.4 billion. The plan also includes approximately $158 million for the recovery of its projected 2011 PSCR under-recovery.

Energy Optimization (EO) Plans

In September 2011, Detroit Edison filed a biennial EO Plan with the MPSC as required. Detroit Edison's EO Plan application proposed the recovery of EO expenditures for the period 2012-2015 of $294 million and further requested approval of surcharges to recover these costs.

Low Income Energy Efficiency Fund

The Customer Choice and Electricity Reliability Act of 2000, authorized the creation of the LIEEF administered by the MPSC. The purpose of the fund is to provide shut-off and other protection for low income customers and to promote energy efficiency by all customer classes. Detroit Edison collects funding for the LIEEF as part of its base rates and remits the funds to the State of Michigan monthly. In July 2011, the Michigan Court of Appeals issued a decision reversing the portion of MichCon's June 2010 MPSC rate order that permitted MichCon to recover funding for the LIEEF in base rates. In response to the Court of Appeals decision, Detroit Edison has ceased remitting payments for LIEEF funding to the State of Michigan. In October 2011, the MPSC issued an order directing Detroit Edison to continue collecting funds for LIEEF in rates and to escrow the collected funds pending further order by the MPSC. As a result of these actions, Detroit Edison no longer records Operation and Maintenance expense for the payments to the LIEEF fund, but records an offset to Revenues for the amounts that are being escrowed.

Other

The Company is unable to predict the outcome of the unresolved regulatory matters discussed herein. Resolution of these matters is dependent upon future MPSC orders and appeals, which may materially impact the financial position, results of operations and cash flows of the Company.

NOTE 7 — LONG-TERM DEBT

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Debt Issuances

In 2011, the Company remarketed or issued the following long-term debt:

(in Millions)



Month Issued	Type	Interest Rate		Maturity	Amount
April	Tax-Exempt Revenue Bonds(1)(2)	2.35	%	2024	$	31
May	Mortgage Bonds(3)	3.90	%	2021	250
September	Mortgage Bonds(4)	4.31	%	2023	102
September	Mortgage Bonds(4)	4.46	%	2026	77
September	Mortgage Bonds(4)	5.67	%	2041	46
September	Tax-Exempt Revenue Bonds(2)(5)	2.13	%	2030	82
September	Mortgage Bonds(6)	4.50	%	2041	140
					$	728


(1)	These bonds were remarketed for a three-year term ending April 1, 2014. The final maturity of the issue is October 1, 2024.


(2)	Detroit Edison Tax Exempt Revenue Bonds are issued by a public body that loans the proceeds to Detroit Edison on terms substantially the same as those of the Revenue Bonds.

(3) Proceeds were used for general corporate purposes.


(4)	Proceeds were used to retire callable tax-exempt revenue bonds, and for general corporate purposes.


(5)	These bonds were remarketed for a five year term ending September 1, 2016. The final maturity of the issue is September 1, 2030.


(6)	Proceeds were used to retire approximately $140 million of callable tax-exempt revenue bonds and for general corporate purposes.

Debt Retirements and Redemptions

In 2011, the following debt was retired:

(in Millions)



Month Retired	Type	Interest Rate	Maturity	Amount
May	Tax-Exempt Revenue Bonds	6.95%	2011	$	26
September	Tax-Exempt Revenue Bonds	5.55%	2029	118
September	Tax-Exempt Revenue Bonds	5.65%	2029	67
September	Tax-Exempt Revenue Bonds	5.65%	2029	40
September	Tax-Exempt Revenue Bonds	5.45%	2029	140
				$	391

NOTE 8 — SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS

In August 2010, Detroit Edison entered into an amended and restated $212 million two-year unsecured revolving credit agreement and a new $63 million three-year unsecured revolving credit agreement with a syndicate of 23 banks that may be used for general corporate borrowings, but are intended to provide liquidity support for the Company's commercial paper program. No one bank provides more than 8.25% of the commitment in any facility. Borrowings under the facilities are

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available at prevailing short-term interest rates.

The above agreements require the Company to maintain a total funded debt to capitalization ratio of no more than 0.65 to 1. In the agreements, “total funded debt” means all indebtedness of the Company and its consolidated subsidiaries, including capital lease obligations, hedge agreements and guarantees of third parties' debt, but excluding contingent obligations and nonrecourse and junior subordinated debt. “Capitalization” means the sum of (a) total funded debt plus (b) “consolidated net worth,” which is equal to consolidated total stockholders' equity of the Company and its consolidated subsidiaries (excluding pension effects under certain FASB statements), as determined in accordance with accounting principles generally accepted in the United States of America. At September 30, 2011, the total funded debt to total capitalization ratio for Detroit Edison was 0.52 to 1. Should Detroit Edison have delinquent obligations of at least $50 million to any creditor, such delinquency will be considered a default under its credit agreements. Detroit Edison had $49 million in outstanding short-term borrowings at September 30, 2011.

In October 2011, the Company completed an early renewal of its $212 million and $63 million syndicated unsecured revolving credit facilities before their scheduled expiration in August 2012 and August 2013, respectively. A new $300 million five-year facility will expire in October 2016 and has covenants similar to the prior facilities.

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Environmental

Air - Detroit Edison is subject to the EPA ozone transport and acid rain regulations that limit power plant emissions of sulfur dioxide and nitrogen oxides. Since 2005, the EPA and the State of Michigan have issued additional emission reduction regulations relating to ozone, fine particulate, regional haze and mercury air pollution. The rules have led to additional controls on fossil-fueled power plants to reduce nitrogen oxide, sulfur dioxide and mercury emissions. To comply with these requirements, Detroit Edison has spent approximately $1.5 billion through 2010. The Company estimates Detroit Edison will make capital expenditures of approximately $200 million in 2011 and up to $2 billion of additional capital expenditures through 2020 based on current regulations. Further, additional rulemakings are expected over the next few years which could require additional controls for sulfur dioxide, nitrogen oxides and hazardous air pollutants. The EPA's proposed National Emission Standards for Hazardous Air Pollutants from Coal and Oil-Fired Electric Utility Steam Generating Units rule (covering mercury and other air pollutants) was issued on March 16, 2011 for review and comment. The EPA accepted comments on the proposal and may modify it prior to finalization, scheduled for November 2011. Also, on July 6, 2011, the EPA finalized the Cross-State Air Pollution Rule (CSAPR) which replaces the Clean Air Interstate Rule (CAIR), requiring further reductions of sulfur dioxides and nitrogen oxides. Detroit Edison is reviewing potential impacts of the proposed and recently finalized rules, but is not able to quantify the financial impact of these and other expected rulemakings at this time.

In July 2009, DTE Energy received a Notice of Violation/Finding of Violation (NOV/FOV) from the EPA alleging, among other things, that five Detroit Edison power plants violated New Source Performance standards, Prevention of Significant Deterioration requirements, and operating permit requirements under the Clean Air Act. An additional NOV/FOV was received in June 2010 related to a recent project and outage at Unit 2 of the Monroe Power Plant.

On August 5, 2010, the United States Department of Justice, at the request of the EPA, brought a civil suit in the U.S. District Court for the Eastern District of Michigan against DTE Energy and Detroit Edison, related to the June 2010 NOV/FOV and the outage work performed at Unit 2 of the Monroe Power Plant, but not relating to the July 2009 NOV/FOV. Among other relief, the EPA requested the court to require Detroit Edison to install and operate the best available control technology at Unit 2 of the Monroe Power Plant. Further, the EPA requested the court to issue a preliminary injunction to require Detroit Edison to (i) begin the process of obtaining the necessary permits for the Monroe Unit 2 modification and (ii) offset the pollution from Monroe Unit 2 through emissions reductions from Detroit Edison's fleet of coal-fired power plants until the new control equipment is operating. In January 2011, the EPA's motion for preliminary injunction was denied. On August 23, 2011, the U.S. District judge granted DTE Energy's motion for summary judgment in the civil case, dismissing the case and entering judgment in favor of DTE Energy and Detroit Edison. On October 20, 2011, the EPA caused to be filed a Notice of Appeal to the U.S. Court of Appeals for the Sixth Circuit.

DTE Energy and Detroit Edison believe that the plants identified by the EPA, including Unit 2 of the Monroe Power Plant, have complied with all applicable federal environmental regulations. Depending upon the outcome of discussions with the EPA regarding the NOV/FOV, Detroit Edison could also be required to install additional pollution control equipment at some or all of the power plants in question, implement early retirement of facilities where control equipment is not economical, engage in supplemental environmental programs, and/or pay fines. DTE Energy and Detroit Edison cannot predict the financial impact or outcome of these matters, or the timing of its resolution.

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Water - In response to an EPA regulation, Detroit Edison is required to examine alternatives for reducing the environmental impacts of the cooling water intake structures at several of its facilities. Based on the results of completed studies and expected future studies, Detroit Edison may be required to install additional control technologies to reduce the impacts of the water intakes. Initially, it was estimated that Detroit Edison could incur up to approximately $80 million in additional capital expenditures over the 4 to 6 years subsequent to 2008 to comply with these requirements. However, a January 2007 circuit court decision remanded back to the EPA several provisions of the federal regulation that has resulted in a delay in compliance dates. The decision also raised the possibility that Detroit Edison may have to install cooling towers at some facilities at a cost substantially greater than was initially estimated for other mitigative technologies. In 2008, the Supreme Court agreed to review the remanded cost-benefit analysis provision of the rule and in April 2009 upheld the EPA's use of this provision in determining best technology available for reducing environmental impacts. On April 20, 2011, the EPA published a proposed rule. A final rule is scheduled to be issued in mid-2012. The EPA has also issued an information collection request to begin a review of steam electric effluent guidelines. It is not possible at this time to quantify the financial impacts of these developing requirements.

Contaminated Sites - Prior to the construction of major interstate natural gas pipelines, gas for heating and other uses was manufactured locally from processes involving coal, coke or oil. The facilities, which produced gas, have been designated as manufactured gas plant (MGP) sites. Detroit Edison conducted remedial investigations at contaminated sites, including three former MGP sites. The investigations have revealed contamination related to the by-products of gas manufacturing at each site. In addition to the MGP sites, the Company is also in the process of cleaning up other contaminated sites, including the area surrounding an ash landfill, electrical distribution substations, and underground and aboveground storage tank locations. The findings of these investigations indicated that the estimated cost to remediate these sites is expected to be incurred over the next several years. At September 30, 2011 and December 31, 2010, the Company had $8 million and $9 million, respectively, accrued for remediation. Any significant change in assumptions, such as remediation techniques, nature and extent of contamination and regulatory requirements, could impact the estimate of remedial action costs for the sites and affect the Company's financial position and cash flows.

Landfill - Detroit Edison owns and operates a permitted engineered ash storage facility at the Monroe Power Plant to dispose of fly ash from the coal fired power plant. Detroit Edison performed an engineering analysis in 2009 and identified the need for embankment side slope repairs and reconstruction. Those repairs are ongoing and are expected to be completed by 2013.

The EPA has published proposed rules to regulate coal ash under the authority of the Resources Conservation and Recovery Act (RCRA). The proposed rule published on June 21, 2010 contains two primary regulatory options to regulate coal ash residue. The EPA is currently considering either designating coal ash as a “Hazardous Waste” as defined by RCRA or regulating coal ash as non-hazardous waste under RCRA. Agencies and legislatures have urged the EPA to regulate coal ash as a non-hazardous waste. If the EPA designates coal ash as a hazardous waste, the agency could apply some, or all, of the disposal and reuse standards that have been applied to other existing hazardous wastes to disposal and reuse of coal ash. Some of the regulatory actions currently being contemplated could have a significant impact on our operations and financial position and the rates we charge our customers. It is not possible to quantify the financial impact of those expected rulemakings at this time.

Other

In March 2011, the EPA finalized a new set of regulations regarding the identification of non-hazardous secondary materials that are considered solid waste, industrial boiler and process heater maximum achievable control technologies (IBMACT) for major and area sources, and commercial/industrial solid waste incinerator new source performance standard and emission guidelines (CISWI). Both IBMACT and CISWI regulations were stayed and a re-proposal is expected by the end of 2011. The re-proposed rules may impact our existing operations and may require us, in certain instances, to install new air pollution control devices. The re-proposed regulations will provide a minimum period of three years for compliance with the applicable standards. Based on the final approved regulations, anticipated in the first half of 2012, the Company will assess the financial impact, if any, on current operations for compliance with the applicable new standards.

Nuclear Operations

Property Insurance

Detroit Edison maintains property insurance policies specifically for the Fermi 2 plant. These policies cover such items as replacement power and property damage. The Nuclear Electric Insurance Limited (NEIL) is the primary supplier of the insurance policies.

Detroit Edison maintains a policy for extra expenses, including replacement power costs necessitated by Fermi 2's unavailability due to an insured event. This policy has a 12-week waiting period and provides an aggregate $490 million of

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coverage over a three-year period.

Detroit Edison has $500 million in primary coverage and $2.25 billion of excess coverage for stabilization, decontamination, debris removal, repair and/or replacement of property and decommissioning. The combined coverage limit for total property damage is $2.75 billion.

In 2007, the Terrorism Risk Insurance Extension Act of 2005 (TRIA) was extended through December 31, 2014. A major change in the extension is the inclusion of “domestic” acts of terrorism in the definition of covered or “certified” acts. For multiple terrorism losses caused by acts of terrorism not covered under the TRIA occurring within one year after the first loss from terrorism, the NEIL policies would make available to all insured entities up to $3.2 billion, plus any amounts recovered from reinsurance, government indemnity, or other sources to cover losses.

Under the NEIL policies, Detroit Edison could be liable for maximum assessments of up to approximately $29 million per event if the loss associated with any one event at any nuclear plant in the United States should exceed the accumulated funds available to NEIL.

Public Liability Insurance

As of January 1, 2011, as required by federal law, Detroit Edison maintains $375 million of public liability insurance for a nuclear incident. For liabilities arising from a terrorist act outside the scope of TRIA, the policy is subject to one industry aggregate limit of $300 million. Further, under the Price-Anderson Amendments Act of 2005, deferred premium charges up to $117.5 million could be levied against each licensed nuclear facility, but not more than $17.5 million per year per facility. Thus, deferred premium charges could be levied against all owners of licensed nuclear facilities in the event of a nuclear incident at any of these facilities.

Nuclear Fuel Disposal Costs

In accordance with the Federal Nuclear Waste Policy Act of 1982, Detroit Edison has a contract with the U.S. Department of Energy (DOE) for the future storage and disposal of spent nuclear fuel from Fermi 2. Detroit Edison is obligated to pay the DOE a fee of 1 mill per kWh of Fermi 2 electricity generated and sold. The fee is accounted for as a component of nuclear fuel expense. Delays have occurred in the DOE's program for the acceptance and disposal of spent nuclear fuel at a permanent repository and the proposed fiscal year 2011 federal budget recommends termination of funding for completion of the government's long-term storage facility. Detroit Edison is a party in the litigation against the DOE for both past and future costs associated with the DOE's failure to accept spent nuclear fuel under the timetable set forth in the Federal Nuclear Waste Policy Act of 1982. Detroit Edison currently employs a spent nuclear fuel storage strategy utilizing a fuel pool. The Company continues to develop its on-site dry cask storage facility and has postponed the initial offload from the spent fuel pool until 2013. The dry cask storage facility is expected to provide sufficient spent fuel storage capability for the life of the plant as defined by the original operating license. Issues relating to long-term waste disposal policy and to the disposition of funds contributed by Detroit Edison ratepayers to the federal waste fund await future governmental action.

Guarantees

In certain limited circumstances, the Company enters into contractual guarantees. The Company may guarantee another entity's obligation in the event it fails to perform. The Company may provide guarantees in certain indemnification agreements. Finally, the Company may provide indirect guarantees for the indebtedness of others.

Labor Contracts

There are several bargaining units for the Company's approximately 2,700 represented employees. In the 2010 third quarter, a new three-year agreement was ratified covering approximately 2,400 represented employees. The remaining represented employees are under a contract that expires in August 2012.

Purchase Commitments

As of September 30, 2011, the Company was party to numerous long-term purchase commitments relating to a variety of goods and services required for the Company's business. These agreements primarily consist of fuel supply commitments. The Company estimates that these commitments will be approximately $1.4 billion from 2011 through 2026. Certain of these commitments are with variable interest entities where the Company determined it was not the primary beneficiary as it does not have significant exposure to losses.

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The Company also estimates that 2011 capital expenditures will be approximately $1.3 billion. The Company has made certain commitments in connection with expected capital expenditures.

Bankruptcies

The Company purchases and sells electricity from and to numerous companies operating in the steel, automotive, energy, retail and other industries. Certain of its customers have filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. The Company regularly reviews contingent matters relating to these customers and its purchase and sale contracts and records provisions for amounts considered at risk of probable loss. The Company believes its accrued amounts are adequate for probable loss. The final resolution of these matters may have a material effect on its consolidated financial statements.

Other Contingencies

The Company is involved in certain other legal, regulatory, administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, additional environmental reviews and investigations, audits, inquiries from various regulators, and pending judicial matters. The Company cannot predict the final disposition of such proceedings. The Company regularly reviews legal matters and records provisions for claims that it can estimate and are considered probable of loss. The resolution of these pending proceedings is not expected to have a material effect on the Company's operations or financial statements in the periods they are resolved.

See Notes 4 and 6 for a discussion of contingencies related to derivatives and regulatory matters.

NOTE 10 — RETIREMENT BENEFITS AND TRUSTEED ASSETS

The following details the components of net periodic benefit costs for pension benefits and other postretirement benefits:



	Pension Benefits						Other Postretirement Benefits
(in Millions)	2011			2010			2011			2010
Three Months Ended September 30
Service cost	$	11		$	13		$	11		$	12
Interest cost	39			38			21			24
Expected return on plan assets	(42		)	(43		)	(16		)	(13		)
Amortization of:
Net actuarial loss	27			18			9			10
Prior service cost (credit)	1			1			(4		)	—
Net transition liability	—			—			1			—
Net periodic benefit cost	$	36		$	27		$	22		$	33



	Pension Benefits						Other Postretirement Benefits
(in Millions)	2011			2010			2011			2010
Nine Months Ended September 30
Service cost	$	41		$	39		$	37		$	35
Interest cost	116			115			68			71
Expected return on plan assets	(126		)	(129		)	(47		)	(39		)
Amortization of:
Net actuarial loss	74			53			30			29
Prior service cost (credit)	3			4			(12		)	1
Net transition liability	—			—			2			2
Special termination benefits	2			—			—			—
Net periodic benefit cost	$	110		$	82		$	78		$	99

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Pension and Other Postretirement Contributions

In January 2011, the Company contributed $200 million to its pension plans.

In January 2011, the Company contributed $36 million to its other postretirement benefit plans. At the discretion of management, the Company may make up to an additional $125 million contribution to its other postretirement benefit plans by the end of 2011 .

NOTE 11 — SUPPLEMENTAL CASH FLOW INFORMATION

The following provides detail of the changes in assets and liabilities that are reported in the Consolidated Statements of Cash Flows:



	Nine Months Ended
	September 30
(in Millions)	2011			2010
Changes in Assets and Liabilities, Exclusive of Changes Shown Separately
Accounts receivable, net	$	(22	)	$	(8	)
Inventories	(3		)	(38		)
Accrued pension liability - affiliates	(171		)	(179		)
Accounts payable	(24		)	34
Accrued PSCR refund	(121		)	(59		)
Income taxes receivable/payable	71			119
Postretirement obligation - affiliates	(31		)	14
Other assets	56			12
Other liabilities	(23		)	18
	$	(268	)	$	(87	)

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Part 1 — Item 2.

The Detroit Edison Company

Management's Narrative Analysis of Results of Operations

The Management's Narrative Analysis of Results of Operations discussion for Detroit Edison is presented in accordance with General Instruction H(2) (a) of Form 10-Q.

Detroit Edison's results for the three and nine months ended September 30, 2011 as compared to the comparable 2010 period are discussed below:



	Three Months Ended						Nine Months Ended
	September 30						September 30
(in Millions)	2011			2010			2011			2010
Operating Revenues	$	1,517		$	1,444		$	3,949		$	3,798
Fuel and Purchased Power	553			484			1,348			1,217
Gross Margin	964			960			2,601			2,581
Operation and Maintenance	352			325			1,012			960
Depreciation and Amortization	215			230			619			644
Taxes Other Than Income	63			54			182			180
Asset (Gains) and Losses, Net	(1		)	—			13			(1		)
Operating Income	335			351			775			798
Other (Income) and Deductions	79			78			214			236
Income Tax Expense	98			108			214			219
Net Income	$	158		$	165		$	347		$	343
Operating Income as a Percentage of Operating Revenues	22		%	24		%	20		%	21		%

Gross margin increased $4 million in the third quarter of 2011 and $20 million in the nine-month period ended September 30, 2011. Revenues associated with certain tracking mechanisms and surcharges are offset by related expenses elsewhere in the Statement of Operations. The following table details changes in various gross margin components relative to the comparable prior period:



(in Millions)	Three Months			Nine Months
Base sales, net of RDM and CIM	$	17		$	49
Securitization bond and tax surcharge	(13		)	(27		)
Electric Choice implementation surcharge elimination	(7		)	(18		)
Energy optimization incentive	—			9
Restoration tracker	22			27
Low Income Energy Efficiency Fund revenue deferral	(13		)	(13		)
Other	(2		)	(7		)
Increase in gross margin	$	4		$	20

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	Three Months Ended		Nine Months Ended
	September 30		September 30
(in Thousands of MWh)	2011	2010	2011	2010
Electric Sales
Residential	4,863	5,034	12,358	12,301
Commercial	4,759	4,730	12,750	12,660
Industrial	2,606	2,357	7,353	7,438
Other	782	798	2,343	2,398
	13,010	12,919	34,804	34,797
Interconnection sales (1)	884	1,270	2,346	4,031
Total Electric Sales	13,894	14,189	37,150	38,828

Electric Deliveries
Retail and Wholesale	13,010	12,919	34,804	34,797
Electric Customer Choice	1,393	1,289	4,104	3,675
Total Electric Sales and Deliveries	14,403	14,208	38,908	38,472

____________


(1)	Represents power that is not distributed by Detroit Edison.

Power Generated and Purchased



	Three Months Ended						Nine Months Ended
	September 30						September 30
(in Thousands of MWh)	2011			2010			2011			2010
Power Plant Generation
Fossil	10,143			11,224			27,007			30,339
Nuclear	2,386			2,368			6,500			6,656
	12,529			13,592			33,507			36,995
Purchased Power	2,353			1,669			6,403			4,465
System Output	14,882			15,261			39,910			41,460
Less Line Loss and Internal Use	(988		)	(1,072		)	(2,760		)	(2,632		)
Net System Output	13,894			14,189			37,150			38,828

Average Unit Cost ($/MWh)
Generation (1)	$	25.45		$	19.81		$	22.90		$	19.22
Purchased Power	$	49.15		$	51.07		$	44.81		$	43.71
Overall Average Unit Cost	$	29.20		$	23.23		$	26.41		$	21.85

____________


(1)	Represents fuel costs associated with power plants.

Operation and maintenance expense increased $27 million and $52 million in the three and nine months ended September 30, 2011, respectively. The increase for the 2011 third quarter is primarily due to higher restoration and line clearance expenses of $26 million, increased power plant generation maintenance and outage expenses of $15 million and higher energy optimization and renewable energy expenses of $4 million, partially offset by $13 million in reduced contributions to a low income and energy efficiency fund due to a recent court order. The increase for the 2011 nine-month period is attributable to higher restoration and line clearance expenses of $27 million, increased power plant generation

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maintenance and outage expenses of $24 million, higher energy optimization and renewable energy expenses of $14 million, partially offset by $13 million in reduced contributions to a low income and energy efficiency fund due to a recent court order. See Note 6 of the Notes to Consolidated Financial Statements.

Asset (gains) and losses, net increased $1 million and decreased $14 million in the three and nine months ended September 30, 2011, respectively. The change in the nine month period is primarily attributable to an accrual of $19 million in the first quarter of 2011 resulting from management's revisions of the timing and estimate of cash flows for the decommissioning of Fermi 1, partially offset by a second quarter 2011 revision of $6 million in the timing and estimate of cash flows for the Fermi 1 asbestos removal obligation. See Note 5 of the Notes to the Consolidated Financial Statements.

Outlook - We continue to move forward in our efforts to improve the operating performance and cash flow of Detroit Edison. We expect that our planned significant environmental and renewable energy investments will result in earnings growth. Looking forward, additional factors may impact earnings such as the outcome of regulatory proceedings, investment returns and changes in discount rate assumptions in benefit plans and health care costs, and uncertainty of legislative or regulatory actions regarding climate change. We expect to continue our efforts to improve productivity and decrease our costs while improving customer satisfaction with consideration of customer rate affordability.

In July 2011, Detroit Edison notified the NRC that it intends to apply for renewal of the operating license for the Fermi 2 nuclear power plant. The current license expires in 2025 and NRC approval of the application would permit the plant to operate an additional 20 years. The application is expected to be filed with the NRC in 2014.

Environmental Matters

Global Climate Change

The EPA has promulgated the Greenhouse Gas Tailoring rule that regulates greenhouse gases as pollutants under the EPA's new source permitting and major source operating permit programs, and that requires a Best Available Control Technology (BACT) determination for new and modified major sources of greenhouse gas (GHG). In addition, the EPA will be issuing proposed GHG performance standards for new and modified electric generating units in late 2011. In the U.S. Congress, efforts are focused on delaying the EPA's regulation of GHGs with no expectation of enacting a comprehensive national climate program. Pending or future regulatory or legislative actions could have a material impact on our operations and financial position and the rates we charge our customers. Impacts include expenditures for environmental equipment beyond what is currently planned, financing costs related to additional capital expenditures, the purchase of emission offsets from market sources and the retirement of facilities where control equipment is not economical. We would seek to recover these incremental costs through increased rates charged to our utility customers. Increased costs for energy produced from traditional sources could also increase the economic viability of energy produced from renewable and/or nuclear sources and energy efficiency initiatives and the development of market-based trading of carbon offsets providing business opportunities for our utility and non-utility segments. It is not possible to quantify these impacts on Detroit Edison or its customers at this time.

See Note 9 of the Notes to Consolidated Financial Statements for additional information regarding environmental matters.

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Part I — Item 4.

CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

Management of the Company carried out an evaluation, under the supervision and with the participation of Detroit Edison's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2011, which is the end of the period covered by this report. Based on this evaluation, the CEO and CFO have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to the Company's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be attained.

(b) Changes in internal control over financial reporting

There have been no changes in the Company's internal control over financial reporting during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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Part II — Other Information

Item 1. - Legal Proceedings

In July 2009, DTE Energy received a Notice of Violation/Finding of Violation (NOV/FOV) from the EPA alleging, among other things, that five of Detroit Edison's power plants violated New Source Performance standards, Prevention of Significant Deterioration requirements, and Title V operating permit requirements under the Clean Air Act. In June 2010, EPA issued a NOV/FOV making similar allegations related to a recent project and outage at Unit 2 of the Monroe Power Plant.

On August 5, 2010, the United States Department of Justice, at the request of EPA, brought a civil suit in the U.S. District Court for the Eastern District of Michigan against DTE Energy and Detroit Edison, related to the June 2010 NOV/FOV and the outage work performed at Unit 2 of the Monroe Power Plant, but not relating to the July 2009 NOV/FOV. Among other relief, the EPA requested the court to require Detroit Edison to install and operate the best available control technology at Unit 2 of the Monroe Power Plant. Further, the EPA requested the court to issue a preliminary injunction to require Detroit Edison to (i) begin the process of obtaining the necessary permits for the Monroe Unit 2 modification and (ii) offset the pollution from Monroe Unit 2 through emissions reductions from Detroit Edison's fleet of coal-fired power plants until the new control equipment is operating. In January 2011 the EPA's motion for preliminary injunction was denied. On August 23, 2011, the U.S. District Court judge granted DTE Energy's motion for summary judgment in the civil case, dismissing the case and entering judgment in favor of DTE Energy and Detroit Edison. On October 20, 2011, the EPA caused to be filed a Notice of Appeal to the U.S. Court of Appeals for the Sixth Circuit.

DTE Energy and Detroit Edison believe that the plants identified by the EPA, including Unit 2 of the Monroe Power Plant, have complied with all applicable federal environmental regulations. Depending upon the outcome of discussions with the EPA regarding the two NOVs/FOVs, Detroit Edison could also be required to install additional pollution control equipment at some or all of the power plants in question, consider early retirement of facilities where control equipment is not economical, engage in supplemental environmental programs, and/or pay fines. DTE Energy and Detroit Edison cannot predict the financial impact or outcome of these matters, or the timing of its resolution.

Item 1A. — Risk Factors

There are various risks associated with the operations of Detroit Edison. To provide a framework to understand the operating environment of Detroit Edison, we have provided a brief explanation of the more significant risks associated with our businesses in Part 1, Item 1A. Risk Factors in the Company's 2010 Form 10-K. Although we have tried to identify and discuss key risk factors, others could emerge in the future. In addition to the risk factors set forth in our 10-K, the following updated risks could affect our performance.

Operation of a nuclear facility subjects us to risk. Ownership of an operating nuclear generating plant subjects us to significant additional risks. These risks include, among others, plant security, environmental regulation and remediation, changes in federal nuclear regulation and operational factors that can significantly impact the performance and cost of operating a nuclear facility. While we maintain insurance for various nuclear-related risks, there can be no assurances that such insurance will be sufficient to cover our costs in the event of an accident or business interruption at our nuclear generating plant, which may affect our financial performance.

Construction and capital improvements to our power facilities subject us to risk. We are managing ongoing and planning future significant construction and capital improvement projects at multiple power generation and distribution facilities. Many factors that could cause delays or increased prices for these complex projects are beyond our control, including the cost of materials and labor, subcontractor performance, timing and issuance of necessary permits, construction disputes and weather conditions. Failure to complete these projects on schedule and on budget for any reason could adversely affect our financial performance and operations at the affected facilities.

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Item 6. — Exhibits



Exhibit Number		Description
Exhibits filed herewith:

4-276		Supplemental Indenture, dated as of August 1, 2011, to the Mortgage and Deed of Trust, dated as of October 1, 1924, by and between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee. (2011 Series GT)

4-277		Supplemental Indenture, dated as of August 15, 2011, to the Mortgage and Deed of Trust, dated as of October 1, 1924, by and between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee. (2011 Series D, 2011 Series E, 2011 Series F)

4-278		Supplemental Indenture, dated as of September 1, 2011, to the Mortgage and Deed of Trust, dated as of October 1, 1924, by and between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee. (2011 Series H)

31-69		Chief Executive Officer Section 302 Form 10-Q Certification

31-70		Chief Financial Officer Section 302 Form 10-Q Certification


Exhibits incorporated herein by reference:

10-1		Form of Amended and Restated Detroit Edison Five-Year Credit Agreement, dated as of August 20, 2010 and amended and restated as of October 21, 2011, by and among Detroit Edison, the lenders party thereto, Barclays Bank PLC, as Administrative Agent, and Citibank, N.A., JPMorgan Chase Bank, N.A. and The Royal Bank of Scotland plc, as Co-Syndication Agents (Exhibit 10.1 to Form 8-K filed on October 26, 2011 ).


Exhibits furnished herewith:

32-69		Chief Executive Officer Section 906 Form 10-Q Certification

32-70		Chief Financial Officer Section 906 Form 10-Q Certification

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Database

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		THE DETROIT EDISON COMPANY
		(Registrant)

Date:	November 4, 2011	/S/ PETER B. OLEKSIAK
		Peter B. Oleksiak
		Vice President and Controller and
		Chief Accounting Officer



	PAGE
PARTIES	3
RECITALS	3
Original Indenture and Supplementals	3
Issue of Bonds Under Indenture	3
Bonds Heretofore Issued	3
Reason for Creation of New Series	8
Bonds to be 2011 Series GT	8
Further Assurance	8
Authorization of Supplemental Indenture	8
Consideration for Supplemental Indenture	8
PART I.CREATION OF THREE HUNDRED SIXTY-SECOND SERIES OF BONDS, GENERAL AND REFUNDING MORTGAGE BONDS, 2011 SERIES GT	8
Sec. 1.Terms of Bonds of 2011 Series GT	8
Sec. 2.Redemption of Bonds of 2011 Series GT	10
Sec. 3.Redemption of Bonds of 2011 Series GT in Event of Acceleration of MSF Bonds	11
Sec. 4.Form of Bonds of 2011 Series GT	11
Form of Trustee's Certificate	14
PART II. RECORDING AND FILING DATA	15
Recording and Filing of Original Indenture	15
Recording and Filing of Supplemental Indentures	15
Recording and Filing of Supplemental Indenture Dated as of March 15, 2011	19
Recording of Certificates of Provision for Payment	20
PART III. THE TRUSTEE	21
Terms and Conditions of Acceptance of Trust by Trustee	21
PART IV. MISCELLANEOUS	21
Confirmation of Section 318(c) of Trust Indenture Act	21
Execution in Counterparts	21
EXECUTION	21
Testimonium	21
Execution by Company	21
Acknowledgment of Execution by Company	22
Execution by Trustee	22
Acknowledgment of Execution by Trustee	23
Affidavit as to Consideration and Good Faith	23



PARTIES.	SUPPLEMENTAL INDENTURE, dated as of the 1st day of August, in the year 2011, 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, September 1, 2010, December 1, 2010, March 1, 2001 and May 15, 2011 supplemental to the Original Indenture, have heretofore been entered into between the Company and the Trustee (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the “Indenture”); and

ISSUE OF BONDS UNDER INDENTURE.	WHEREAS, the Indenture provides that said bonds shall be issuable in one or more series, and makes provision that the rates of interest and dates for the payment thereof, the date of maturity or dates of maturity, if of serial maturity, the terms and rates of optional redemption (if redeemable), the forms of registered bonds without coupons of any series and any other provisions and agreements in respect thereof, in the Indenture provided and permitted, as the 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 three hundred fifteen million seven hundred seven thousand dollars ($14,315,707,000) 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,

(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,

(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,

(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,

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

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

(321)	Bonds of 2001 Series AP	Principal Amount $31,000,000, and

(322)	Bonds of 1991 Series BP	Principal Amount $25,910,000,

	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;

(323)	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 Two hundred nine million three hundred fifty-two thousand dollars ($209,352,000) principal amount have heretofore been retired;

(324)	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-five million two hundred eighteen thousand dollars ($75,218,000) principal amount have heretofore been retired;

(325)	INTENTIONALLY RESERVED FOR 1990 SERIES E;

(326)	INTENTIONALLY RESERVED FOR 1990 SERIES F;

(327)	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;

(328)	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;

(329)	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;

(330)	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;

(331)	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;

(332)	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;

(333)	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;

(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;


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



(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;

(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;

(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;

(359)		Bonds of 2010 Series CT in the principal amount of Nineteen million eight hundred fifty-five thousand dollars ($19,855,000), all of which are outstanding at the date hereof;
(360)		Bonds of 2011 Series AT in the principal amount of Thirty-one million dollars ($31,000,000), all of which are outstanding at the date hereof; and

(361)		Bonds of 2011 Series B in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;

		accordingly, the Company has issued and has presently outstanding Four billion four hundred fifteen million seventeen thousand dollars ($4,415,017,000) 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 First Amendment to Loan Agreement, dated as of September 1, 2011, with the Michigan Strategic Fund amending the Loan Agreement dated as of September 1, 1995 relating to the issuance of the Adjustable Rate Demand Limited Obligation Refunding Revenue Bonds (The Detroit Edison Company Pollution Control Bonds Project). Series 1995CC, and pursuant to such Loan Agreement, as amended, 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 2011 SERIES GT.		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, 2011 Series GT,” in the aggregate principal amount of Eighty-two million three hundred fifty thousand dollars ($82,350,000), to be authenticated and delivered pursuant to Section 8 of Article III of the Indenture; and

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

AUTHORIZATION OF 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 SIXTY-SECOND SERIES OF BONDS, GENERAL AND REFUNDING MORTGAGE BONDS, 2011 SERIES GT
TERMS OF BONDS OF 2011 SERIES GT.	SECTION 1. The Company hereby creates the three hundred sixty-second 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, 2011 Series GT” (elsewhere herein referred to as the “bonds of 2011 Series GT”). The aggregate principal amount of bonds of 2011 Series GT shall be limited to Eight-two million three hundred fifty thousand dollars ($82,350,000), 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 2011 Series GT is to be irrevocably assigned to, and registered in the name of, The Bank of New York Mellon Trust Company, N.A., as trustee, or a successor trustee (said trustee or any successor trustee being hereinafter referred to as the “MSF Trustee”), under the Trust Indenture, dated as of September 1, 1995, as supplemented by Supplemental Indenture Number 1 dated as of September 1, 2011 (the “MSF Indenture”), between the Michigan Strategic Fund (the “MSF”) and the MSF Trustee, to secure payment of the Michigan Strategic Fund Adjustable Rate Demand Limited Obligation Refunding Revenue Bonds (The Detroit Edison Company Pollution Control Bonds Project), Series 1995CC (the “MSF Bonds”), issued by the MSF under the MSF Indenture, the proceeds of which were loaned to the Company pursuant to the provisions of the Loan Agreement dated as of September 1, 1995, as amended by the First Amendment to Loan Agreement dated as of September 1, 2011 (the “Loan Agreement”).

	The bonds of 2011 Series GT shall be issued as registered bonds without coupons in denominations of a multiple of $5,000. The bonds of 2011 Series GT shall be issued in the aggregate principal amount of $82,350,000, shall mature on September 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 2011 Series GT 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 2011 Series GT 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 2011 Series GT 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 2011 Series GT 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 2011 Series GT, 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 September 1, 2011.

	The bonds of 2011 Series GT 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 2011 Series GT). Until bonds of 2011 Series GT in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver in lieu thereof, bonds of 2011 Series GT in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2011 Series GT, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2011 Series GT, 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 2011 Series GT 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 2011 Series GT, 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 2011 Series GT 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 2011 Series GT 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 2011 Series GT 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 2011 Series GT 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 2011 Series GT shall in the same manner be exchangeable for a like aggregate principal amount of bonds of 2011 Series GT 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 2011 Series GT during any period of ten (10) days next preceding any redemption date for such bonds.

	Bonds of 2011 Series GT, 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 upon provision for the payment thereof having been made in accordance with Section 204 of the MSF Indenture, bonds of 2011 Series GT 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 2011 Series GT, 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 204 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 2011 Series GT, 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 2011 SERIES GT.	SECTION 2. Bonds of 2011 Series GT 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 2011Series GT on the same date as it gives notice of redemption of MSF Bonds to the MSF Indenture Trustee.

REDEMPTION OF BONDS OF 2011 SERIES GT 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 2011 Series GT 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 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 2011 Series GT 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 606 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 2011 SERIES GT.	SECTION 4. The bonds of 2011 Series GT and the form of Trustee's Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively:

	THE DETROIT EDISON COMPANY GENERAL AND REFUNDING MORTGAGE BOND 2011 SERIES GT

	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 September 1, 1995, as supplemented by Supplemental Indenture Number 1 dated as of September 1, 2011 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 of ______________________ Dollars ($__________) in lawful money of the United States of America on September 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 September 1, 2011, 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 September 1, 1995, as supplemented by Supplemental Indenture Number 1 dated as of September 1, 2011 (hereinafter called the “MSF Indenture”), between the Michigan Strategic Fund (the “MSF”) and The Bank of New York Mellon Trust Company, N.A., as trustee (hereinafter called the “MSF Indenture Trustee”), the MSF has issued its Adjustable Rate Demand Limited Obligation Refunding Revenue Bonds (The Detroit Edison Company Pollution Control Bonds Project), Series 1995CC (the “MSF Bonds”). This bond was originally issued to the MSF 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 2011 Series GT, limited to an aggregate principal amount of $82,350,000, 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 August 1, 2011) 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 August 1, 2011, are hereinafter collectively called the “Indenture”). As provided in the Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected by the action proposed to be taken, then also by affirmative vote of at least eighty-five percent (85%) in amount of the series of bonds so to be affected (excluding in every instance bonds disqualified from voting by reason of the Company's interest therein as specified in the Indenture); provided, however, that, without the consent of the holder hereof, no such modification or alteration shall, among other things, affect the terms of payment of the principal of or the interest on this bond, which in those respects is unconditional.

	This bond is redeemable 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 2011 Series GT (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 2011 Series GT, 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 204 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 2011 Series GT, 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 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 204 of the MSF Indenture, bonds of 2011 Series GT 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

	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



	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:



Supplemental Indenture Dated as of	Purpose of Supplemental Indenture	Recorded and/or Filed as Set Forth in Supplemental 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
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
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 Series CP Bonds	May 15, 1991
May 15, 1991	1991 Series DP Bonds	September 1, 1991
September 1, 1991	1991 Series EP Bonds	November 1, 1991
November 1, 1991	1991 Series FP Bonds	January 15, 1992
January 15, 1992	1992 Series BP Bonds	February 29, 1992 and April 15, 1992



February 29, 1992	1992 Series AP Bonds	April 15, 1992
April 15, 1992	Series KKP No. 13 Bonds	July 15, 1992
July 15, 1992	1992 Series CP Bonds	November 30, 1992
July 31, 1992	1992 Series D Bonds	November 30, 1992
November 30, 1992	1992 Series E Bonds and 1993 Series B Bonds	March 15, 1993
December 15, 1992	Series KKP No. 14 Bonds and 1989 Series BP No. 2 Bonds	March 15, 1993
January 1, 1993	1993 Series C Bonds	April 1, 1993
March 1, 1993	1993 Series E Bonds	June 30, 1993
March 15, 1993	1993 Series D Bonds	September 15, 1993
April 1, 1993	1993 Series FP Bonds and 1993 Series IP Bonds	September 15, 1993
April 26, 1993	1993 Series G Bonds and Amendment of Article II, Section 5	September 15, 1993
May 31, 1993	1993 Series J Bonds	September 15, 1993
June 30, 1993	1993 Series AP Bonds	(d)
June 30, 1993	1993 Series H Bonds	(d)
September 15, 1993	1993 Series K Bonds	March 1, 1994
March 1, 1994	1994 Series AP Bonds	June 15, 1994
June 15, 1994	1994 Series BP Bonds	December 1, 1994
August 15, 1994	1994 Series C Bonds	December 1, 1994
December 1, 1994	Series KKP No. 15 Bonds and 1994 Series DP Bonds	August 1, 1995
August 1, 1995	1995 Series AP Bonds and 1995 Series BP Bonds	August 1, 1999
August 1, 1999	1999 Series AP Bonds, 1999 Series BP Bonds and 1999 Series CP Bonds	(d)
August 15, 1999	1999 Series D Bonds	(d)
January 1, 2000	2000 Series A Bonds	(d)
April 15, 2000	Appointment of Successor Trustee	(d)
August 1, 2000	2000 Series BP Bonds	(d)
March 15, 2001	2001 Series AP Bonds	(d)
May 1, 2001	2001 Series BP Bonds	(d)
August 15, 2001	2001 Series CP Bonds	(d)
September 15, 2001	2001 Series D Bonds and 2001 Series E Bonds	(d)
September 17, 2002	Amendment of Article XIII, Section 3 and Appointment of Successor Trustee	(d)
October 15, 2002	2002 Series A Bonds and 2002 Series B Bonds	(d)
December 1, 2002	2002 Series C Bonds and 2002 Series D Bonds	(d)
August 1, 2003	2003 Series A Bonds	(d)
March 15, 2004	2004 Series A Bonds and 2004 Series B Bonds	(d)
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
August 1, 2010		2010 Series B Bonds	December 1, 2010
September 1, 2010		2010 Series A Bonds	December 1, 2010
December 1, 2010		2010 Series CT Bonds	March 1, 2011
March 1, 2011		2011 Series AT Bonds	May 15, 2011
	(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 MAY 15, 2011.	Further, pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of May 15, 2011 providing for the terms of bonds to be issued thereunder of 2011 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 May 19, 2011 (Filing No. 2011072283-9), has been filed and recorded in the Office of the Surface Transportation Board on May 18, 2011(Recordation No. 5485-CCCCCC), 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:



County	Recorded	Liber/ Instrument no.	Page
Genesee	5/20/2011	201,105,200,048,289	N/A
Huron	5/18/2011	1,359	9
Ingham	5/18/2011	3,422	492
Lapeer	5/18/2011	2,501	952
Lenawee	5/18/2011	2,424	563
Livingston	5/18/2011	2011R-016009	N/A
Macomb	5/26/2011	20,767	728
Mason	5/18/2011	2011R02870	N/A
Monroe	5/18/2011	2011R09974	N/A
Oakland	5/18/2011	43,074	76
St. Clair	5/18/2011	4,149	814
Sanilac	5/18/2011	1,130	785
Tuscola	5/18/2011	1,222	726
Washtenaw	5/18/2011	4,847	811
Wayne	6/3/2011	49,216	1,008



RECORDING OF CERTIFICATES OF PROVISION FOR PAYMENT.	All the bonds of Series A which were issued under the Original Indenture dated as of October 1, 1924, and of Series B, Series C, Series D, Series E, Series F, Series G, Series H, Series I, Series J, Series K, Series L, Series M, Series N, Series O, Series P, Series Q, Series R, Series S, Series T, Series U, Series V, Series W, Series X, Series Y, Series Z, Series AA, Series BB, Series CC, Series DDP Nos. 1-9, Series EE, Series FFR Nos. 1-13, Series GGP Nos. 1-7, Series HH, Series MMP, Series IP Nos. 1-7, Series JJP Nos. 1-7, Series KKP Nos. 1-7, Series LLP Nos. 1-7, Series FFR No. 14, Series NNP Nos. 1-7, Series GGP Nos. 8-22, Series OOP Nos. 1-17, Series PP, Series QQP Nos. 1-9, Series RR, Series SS, Series IIP Nos. 8-22, Series NNP Nos. 8-21, Series TTP Nos. 1-15, Series JJP No. 8, Series KKP No. 8, Series LLP Nos. 8-15, Series MMP No. 2, Series OOP No. 18, Series UU, 1980 Series A, 1980 Series B, Series QQP Nos. 10-19, 1980 Series CP Nos. 1-12, 1980 Series DP Nos. 1-11, 1980 Series CP Nos. 13-25, 1981 Series AP Nos. 1-12, 1981 Series AP Nos. 13-14, 1981 Series AP Nos. 15-16, 1984 Series AP, 1984 Series BP, 1985 Series A, 1985 Series B, Series KKP No. 9, 1986 Series A, 1986 Series B, 1986 Series C, 1987 Series A, 1987 Series B, 1987 Series C, 1987 Series D, 1987 Series E, 1987 Series F, 1989 Series A, Series KKP No. 10, Series KKP No. 11, 1989 Series BP, 1990 Series A, 1990 Series D, 1991 Series EP, 1991 Series FP, 1992 Series BP, Series KKP No. 13, 1992 Series CP, 1992 Series D, Series KKP No. 14, 1989 Series BP No. 2, 1993 Series B, 1993 Series C, 1993, 1993 Series H, 1993 Series E, 1993 Series D, 1993 Series FP, 1993 Series IP, 1993 Series G, 1993 Series J, 1993 Series K, 1994 Series AP, 1994 Series BP, 1994 Series C, Series KKP No. 15, 1994 Series DP, 1995 Series AP, 1995 Series BP, 1999 Series D, 2000 Series A, 2001 Series D, 2005 Series A, and 2005 Series B, which were issued under Supplemental Indentures as described in the Recording and Filing of Supplemental Indentures section above, have matured or have been called for redemption and funds sufficient for such payment or redemption have been irrevocably deposited with the Trustee for that purpose; and Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.



	PART III.

	THE TRUSTEE.

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

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



	PART IV.

	MISCELLANEOUS.

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

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



ACKNOWLEDG-MENT OF EXECUTION BY COMPANY.		On this 30th day of August, 2011, 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 signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said Donald J. Goshorn acknowledged said instrument to be the free act and deed of said corporation.
(Notarial Seal)		Jennifer Evans Notary Public, Wayne County, MI Acting in Wayne My Commission Expires: December 28, 2016



ACKNOWLEDG-MENT OF EXECUTION BY TRUSTEE.		On this 31st day of August, 2011, 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 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)		Shirley A. Markulin Notary Public, Macomb County, Michigan Acting in Wayne County My Commission Expires January 14, 2012



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.



	PART I AMENDMENT OF INDENTURE
	SECTION 1. Amendment of Granting Clause. The Granting Clause of the Indenture is hereby amended to insert the words “including, without limitation, covenants of the Company to pay any premium (including any make-whole amount) due and payable on any bonds at any time issued and outstanding hereunder,” immediately following the words “performance and observance of all the covenants and conditions therein and herein contained.”

	SECTION 2. Amendment of Section 2 of Article VI. Section 2 of Article VI of the Indenture is hereby amended to include the following additional “event of default”: (g) Default shall be made in the due and punctual payment of any premium (including any make-whole amount) on any of the bonds hereby secured when and as the same shall become due and payable as therein and herein provided;

	PART II. CREATION OF THREE HUNDRED SIXTY-THIRD SERIES OF BONDS, GENERAL AND REFUNDING MORTGAGE BONDS, 2011 SERIES D
TERMS OF BONDS OF 2011 SERIES D.	SECTION 1. The Company hereby creates the three hundred sixty-third series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title “General and Refunding Mortgage Bonds, 2011 Series D” (elsewhere herein referred to as the “bonds of 2011 Series D”). The aggregate principal amount of bonds of 2011 Series D shall be limited to One hundred two million dollars ($102,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds.

	The bonds of 2011 Series D shall be issued as registered bonds without coupons in denominations of a multiple of $1,000. The bonds of 2011 Series D shall be issued in the aggregate principal amount of $102,000,000, shall mature on September 1, 2023 (subject to earlier redemption) and shall bear interest, payable semi-annually on March 1 and September 1 of each year (commencing March 1, 2012), at the rate of four and thirty-one hundredths percent (4.31%) per annum until the principal thereof shall have become due and payable and thereafter on any overdue principal, interest and Make-Whole Amount (as defined below) until the Company's obligations with respect to the payment of said amounts shall have been discharged as provided in the Indenture. In addition to the payment of principal and interest as provided herein, the Company shall also pay any Make-Whole Amount (as defined below) required to be paid by the Company on the bonds of 2011 Series D in the amounts and on the dates required for the payment of any such amounts hereunder.

	The bonds of 2011 Series D shall be payable, as to principal, Make-Whole Amount (as defined below), 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. Notwithstanding the foregoing, so long as any bond of 2011 Series D is held by an Institutional Investor, payment on such bond of 2011 Series D held by such holder shall be made in the manner specified in the Bond Purchase Agreement dated as of August 9, 2011 between the Company and the Purchasers listed in Schedule A thereto. “Institutional Investor” has the meaning set forth in Schedule B to the aforementioned Bond Purchase Agreement.

	Except as provided herein, each bond of 2011 Series D shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 1 or September 1 next preceding the date to which interest has been paid on bonds of 2011 Series D, unless the bond is authenticated on a date prior to March 1, 2012, in which case interest shall be payable from September 1, 2011.



	The bonds of 2011 Series D 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 2011 Series D). Until bonds of 2011 Series D in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver in lieu thereof, bonds of 2011 Series D in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2011 Series D, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2011 Series D, 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 2011 Series D 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 calendar day (whether or not such day is a business day) immediately preceding the applicable 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 2011 Series D, 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 2011 Series D 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 2011 Series D 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 2011 Series D 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. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

	Bonds of 2011 Series D, 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.

	If any interest payment date, date of redemption or the stated maturity for the bonds of 2011 Series D would otherwise be a day that is not a business day, payment of principal and/or interest or Make-Whole Amount, if any, with respect to the bonds of 2011 Series D will be paid on the next succeeding business day with the same force and effect as if made on such date and no interest on such payment will accrue from and after such date.

	“Business day” means any day other than a day on which banking institutions in The State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close.

REDEMPTION OF BONDS OF 2011 SERIES D.	SECTION 2. Bonds of 2011 Series D will be redeemable at the option of the Company, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the bonds of 2011 Series D to be redeemed together with the Make-Whole Amount (defined below), if any, plus, in each case, accrued and unpaid interest thereon to the redemption date.

	Notwithstanding the foregoing, installments of interest on the bonds of 2011 Series D 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.

	“Make-Whole Amount” means, with respect to any bond, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

	“Called Principal” means, with respect to a bond, the principal of the bond that is to be redeemed on an optional redemption date or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture, as the context requires.



	“Discounted Value” means, with respect to the Called Principal of a bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the bond is payable) equal to the Reinvestment Yield with respect to such Called Principal.

	“Reinvestment Yield” means, with respect to the Called Principal of a bond, 0.50% plus the yield to maturity implied by (i) the yields reported, as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “PX-1” on the Bloomberg Financial Market Screen (or such other display as may replace “PX-1” on the Bloomberg Financial Market Screen) or, if Page PX1 (or its successor screen on the Bloomberg Financial Market Screen) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1 for the most recently issued actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly on a straight line basis between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable bond.

	“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the Stated Maturity of such Remaining Scheduled Payment.

	“Remaining Scheduled Payments” means, with respect to the Called Principal of a bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its Stated Maturity, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the bond, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date.

	“Settlement Date” means, with respect to the Called Principal of a bond, the optional redemption date on which such Called Principal is to be redeemed or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture as the context requires.



	The bonds of 2011 Series D shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the registered holders of bonds of 2011 Series D so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 2011 Series D designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Each such notice shall specify such redemption date, the aggregate principal amount of the bonds of 2011 Series D to be redeemed on such date, the principal amount of each bond of 2011 Series D held by such holder to be redeemed, and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of a senior financial officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. The Make-Whole Amount shall be determined by the Company two Business Days prior to the applicable redemption date and the Company shall deliver to holders of the bonds of 2011 Series D and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of the redemption date. Interest shall cease to accrue on any bonds of 2011 Series D (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2011 Series D (or such portion) designated for redemption has been duly provided for. Bonds of 2011 Series D redeemed in part only shall be in amounts of $1,000 or any multiple thereof.

	If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of 2011 Series D so to be redeemed) sufficient to redeem bonds of 2011 Series D in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 2011 Series D (or portions thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest.

	In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. Upon any such declaration, the Company shall also pay to the holders of the bonds of 2011 Series D the Make-Whole Amount on such bonds, if any, determined as of the date such bonds shall have been declared due and payable and such amount shall be payable out of the trust estate or proceeds thereof or otherwise prior to any payment of surplus of the foregoing to the Company as provided in Clause Third of Article VI, Section 11, of the Indenture.

	The bonds of 2011 Series D shall not be entitled to or subject to any sinking fund and shall not be redeemable other than as provided in Section 2 hereof.

EXCHANGE AND TRANSFER	SECTION 3. At the option of the registered holder, any bonds of 2011 Series D, 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, shall be exchangeable for a like aggregate principal amount of bonds of 2011 Series D 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 2011 Series B during any period of ten (10) days next preceding any redemption date for such bonds.



	Any bonds of 2011 Series D surrendered for exchange or transfer shall be accompanied by (A) 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; (B) the following additional information and documents, as applicable: (x) if such bonds of 2011 Series D are being delivered to the Company by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect (in the form set forth on the reverse side of the bond); or (y) if such bonds of 2011 Series D are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the bond); or (C) if such bonds of 2011 Series D are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (i) a certification to that effect (in the form set forth on the reverse side of the bond) and (ii) if the Company so requests, other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth below.

	Bonds of 2011 Series D, in definitive and temporary form, shall bear a legend stating that such bond has not been registered under the United States Securities Act of 1933, as amended and that as a consequence such bond may not be offered, sold or otherwise transferred, whether or not for consideration, unless pursuant to an exemption from such registration applicable to such offer, sale or other transfer, and may bear such other legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.

FORM OF BONDS OF 2011 SERIES D.	SECTION 4. The bonds of 2011 Series D and the form of Trustee's Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively:

	THE DETROIT EDISON COMPANY GENERAL AND REFUNDING MORTGAGE BOND 2011 SERIES D

	THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

	PPN: 250847 H*4
	$______________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 ________, or registered assigns, at the Company's office or agency in the Borough of Manhattan, the City and State of New York, the principal sum of ______________________ Dollars ($__________) in lawful money of the United States of America on September 1, 2023 (subject to earlier redemption) and interest thereon at the rate of 4.31%, in like lawful money, from September 1, 2011, and after the first payment of interest on bonds of this Series has been made or otherwise provided for, from the most recent date to which interest has been paid or otherwise provided for, semi-annually on March 1 and September 1 of each year (commencing March 1, 2012), until the Company's obligation with respect to payment of said principal shall have been discharged, and to pay interest on any overdue installment of interest or any overdue Make-Whole Amount (as defined below) at said rate until the Company's obligations with respect to payment of such amounts 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 as provided herein, the Company shall also pay any Make-Whole Amount (as defined below) required to be paid by the Company on the bonds of 2011 Series D in the amounts and on the dates required for the payment of any such amounts hereunder. So long as any bond of 2011 Series D is held by an Institutional Investor, payment on such bond of 2011 Series D held by such holder shall be made in the manner specified in the Bond Purchase Agreement dated as of August 9, 2011 between the Company and the Purchasers listed in Schedule A thereto. “Institutional Investor” has the meaning set forth in Schedule B to the aforementioned Bond Purchase Agreement.

	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 2011 Series D, limited to an aggregate principal amount of $102,000,000, except as otherwise provided in the Indenture hereinafter mentioned. This bond and all other bonds of said series are issued and to be issued under, and are all equally and ratably secured (except insofar as any sinking, amortization, improvement or analogous fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and except as provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as of October 1, 1924, duly executed by the Company to The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of August 15, 2011) 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 August 15, 2011, are hereinafter collectively called the “Indenture”). As provided in the Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected by the action proposed to be taken, then also by affirmative vote of at least eighty-five percent (85%) in amount of the series of bonds so to be affected (excluding in every instance bonds disqualified from voting by reason of the Company's interest therein as specified in the Indenture); provided, however, that, without the consent of the holder hereof, no such modification or alteration shall, among other things, affect the terms of payment of the principal of or the interest on this bond, which in those respects is unconditional.

	This bond is not subject to repayment at the option of the holder hereof. Except as provided below, this bond is not redeemable by the Company prior to maturity and is not subject to any sinking fund.