DTE ENERGY CO (Form: 8-K, Received: 10/05/2005 08:46:55)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2005


	Exact Name of Registrant as Specified in its Charter,
Commission	State of Incorporation, Address of Principal Executive	IRS Employer
File Number	Offices and Telephone Number	Identification No.

1-11607	DTE Energy Company	38-3217752
	(a Michigan corporation)
	2000 2nd Avenue
	Detroit, Michigan 48226-1279
	313-235-4000

1-2198	The Detroit Edison Company	38-0478650
	(a Michigan corporation)
	2000 2nd Avenue
	Detroit, Michigan 48226-1279
	313-235-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On September 29, 2005, The Detroit Edison Company (“Detroit Edison”) entered into a First Amendment to Note Purchase Agreement with a group of institutional investors to correct the references to the supplemental indenture, described under Item 2.03 below, under which Detroit Edison agreed to issue its senior notes described therein. The Form of this First Amendment to Note Purchase Agreement is filed as Exhibit 10.1 to this Current Report.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

On September 29, 2005, Detroit Edison closed on the issuance and sale to a group of institutional investors in a private placement transaction of $100,000,000 aggregate principal amount of its 2005 Series C 5.19% Senior Notes due October 1, 2023 (the “Notes”) pursuant to a Note Purchase Agreement dated as of July 22, 2005, as amended by the First Amendment to Note Purchase Agreement dated as of September 29, 2005. Reference is made to the information contained under Item 1.01 of this Current Report for additional information.

Detroit Edison and J.P. Morgan Trust Company, National Association, as successor trustee, entered into a supplemental indenture dated as of September 15, 2005 in connection with the issuance by Detroit Edison on September 29, 2005 of the Notes. The Notes have not been registered under the Securities Act of 1933 (“Securities Act”) or under the securities laws of any jurisdiction. The Notes are subject to certain restrictions on transfer and may only be sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act.

Interest accrues on the Notes at 5.19% per annum and is payable on October 1 and April 1 of each year, beginning April 1, 2006. The Notes may be redeemed at Detroit Edison’s option, in whole or in part, at any time. The Notes are secured by a corresponding series of Detroit Edison’s General and Refunding Mortgage Bonds, 2005 Series C (the “Bonds”). The Bonds were issued pursuant to a supplemental indenture between Detroit Edison and J.P. Morgan Trust Company, National Association, as successor trustee, dated as of September 15, 2005.

The supplemental indentures are filed as exhibits to this Current Report, and the description of each document above is qualified in its entirety by reference to the supplemental indentures and the First Amendment to Note Purchase Agreement filed herewith.

Item 9.01. Financial Statements and Exhibits.

	4.1		Eighteenth Supplemental Indenture, dated as of September 15, 2005, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as successor trustee, providing for 2005 Series C 5.19% Senior Notes due October 1, 2023.

	4.2		Supplemental Indenture, dated as of September 15, 2005, to the Mortgage and Deed

of Trust, dated as of October 1, 1924, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as successor trustee, providing for General and Refunding Mortgage Bonds, 2005 Series C.

10.1

First Amendment to Note Purchase Agreement, dated as of September 29, 2005.

Forward-Looking Statements :

This Form 8-K contains forward-looking statements that are subject to various assumptions, risks and uncertainties. It should be read in conjunction with the “Forward-Looking Statements” section in each of DTE Energy’s and Detroit Edison’s 2004 Form 10-K (which sections are incorporated by reference herein), and in conjunction with other SEC reports filed by DTE Energy and Detroit Edison that discuss important factors that could cause DTE Energy’s and Detroit Edison’s actual results to differ materially. DTE Energy and Detroit Edison expressly disclaim any current intention to update any forward-looking statements contained in this report as a result of new information or future events or developments.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: October 5, 2005


	DTE ENERGY COMPANY (Registrant)
	/s/ N.A. Khouri
	N.A. Khouri
	Vice President and Treasurer


	THE DETROIT EDISON COMPANY (Registrant)
	/s/ N.A. Khouri
	N.A. Khouri
	Vice President and Treasurer

Exhibit Index


Exhibit
Number		Description

4.1		Eighteenth Supplemental Indenture, dated as of September 15, 2005, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as successor trustee, providing for 2005 Series C 5.19% Senior Notes due October 1, 2023.

4.2		Supplemental Indenture, dated as of September 15, 2005, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as successor trustee, providing for General and Refunding Mortgage Bonds, 2005 Series C.

10.1		First Amendment to Note Purchase Agreement, dated as of September 29, 2005.

EXHIBIT 4.1

THE DETROIT EDISON COMPANY
AND
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
TRUSTEE

EIGHTEENTH SUPPLEMENTAL INDENTURE

DATED AS OF SEPTEMBER 15, 2005

SUPPLEMENTING THE COLLATERAL TRUST INDENTURE
DATED AS OF JUNE 30, 1993
PROVIDING FOR

2005 SERIES C 5.19% SENIOR NOTES DUE OCTOBER 1, 2023

SUPPLEMENTAL INDENTURE, dated as of the 15th day of September 2005, between THE DETROIT EDISON COMPANY, a corporation organized and existing under the laws of the State of Michigan (the "Company"), and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (successor to Bank One Trust Company, National Association), a national banking association organized under the laws of the United States of America, having a corporate trust office in the City of Detroit, Michigan, as trustee (the "Trustee");

WHEREAS, the Company has heretofore executed and delivered to the Trustee a Collateral Trust Indenture dated as of June 30, 1993 (the "Original Indenture"), as supplemented, providing for the issuance by the Company from time to time of its debt securities; and

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

WHEREAS, the Company intends hereby to designate a series of debt securities which shall have the benefit of the provisions of Article Four of the Original Indenture and the other related provisions of the Original Indenture relating to the grant of security, subject to the release provisions provided for herein, and which shall have the terms and variations from the provisions of the Original Indenture as set forth herein; and

WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture, including Section 1001 thereof, and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Eighteenth Supplemental Indenture to the Original Indenture as permitted by Sections 201 and 301 of the Original Indenture in order to establish the form or terms of, and to provide for the creation and issue of, a series of its debt securities under the Original Indenture, which shall be known as the 2005 Series C 5.19% Senior Notes due October 1, 2023; and

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

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

ARTICLE ONE

DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions. Each capitalized term that is used herein and is defined in the Original Indenture shall have the meaning specified in the Original Indenture unless such term is otherwise defined herein. The following terms shall have the respective meanings set forth below:

"Business Day" means any day other than a 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.

"Capitalization" means the total of all the following items appearing on, or included in, the consolidated balance sheet of the Company: (i) liabilities for indebtedness maturing more than 12 months from the date of determination; and (ii) common stock, common stock expense, accumulated other comprehensive income or loss, preferred stock, preference stock, premium on capital stock and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of capital stock of the Company held in its treasury, if any. Subject to the foregoing, Capitalization shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Company is engaged and may be determined as of a date not more than 60 days prior to the happening of the event for which the determination is being made. In connection with such determination, the Company shall certify to the Trustee that it has, prior to making its final determination, consulted with the independent accountants regularly retained by the Company.

"Debt" means any outstanding debt for money borrowed evidenced by notes, debentures, bonds or other securities, or guarantees of any debt.

"Institutional Investor" has the meaning set forth in the Purchase Agreement.

"Net Tangible Assets" means the amount shown as total assets on the consolidated balance sheet of the Company, less (i) intangible assets including, but without limitation, such items as goodwill, trademarks, trade names, patents, unamortized debt discount and expense and other regulatory assets carried as an asset on the Company's consolidated balance sheet, and (ii) appropriate adjustments, if any, on account of minority interests. Net Tangible Assets shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Company is engaged and may be determined as of a date not more than 60 days prior to the happening of the event for which such determination is being made. In connection with such determination, the Company shall certify to the Trustee that it has, prior to making its final determination, consulted with the independent accountants regularly retained by the Company.

"Operating Property" means (i) any interest in real property owned by the Company and (ii) any asset owned by the Company that is depreciable in accordance with generally accepted

accounting principles, excluding, in either case, any interest of the Company as lessee under any lease (except for a lease that results from a Sale and Lease-Back Transaction) that has been or would be capitalized on the books of the lessee in accordance with generally accepted accounting principles.

"Original Issue Date" means September 29, 2005.

"Pledged Bonds" means the related series of Bonds and any other Mortgage Bonds issued to secure Securities subject to the release provisions provided herein or in any other supplemental indenture to the Original Indenture.

"Purchase Agreement" means the Note Purchase Agreement dated as of July 22, 2005, among the Company and the several initial purchasers named therein.

"Release Date" means the date as of which all Mortgage Bonds, (i) other than the Pledged Bonds, including the related series of Bonds, and (ii) other than outstanding Mortgage Bonds (exclusive of Pledged Bonds), which do not in aggregate principal amount exceed the greater of 5% of the Net Tangible Assets of the Company or 5% of the Capitalization of the Company, have been retired through payment, redemption or otherwise, provided that no default or Event of Default has occurred and, at such time, is continuing under the Original Indenture.

"Restricted Securities Legend" means the legend set forth in Section 2.04(b) herein.

"Sale and Lease-Back Transaction" means any arrangement with any person providing for the leasing to the Company of any Operating Property (except for leases for a term, including any renewal or potential renewal, of not more than 48 months), which Operating Property has been or is to be sold or transferred by the Company to the person; provided, however, Sale and Lease-Back Transaction shall not include any arrangement first entered into prior to the date hereof and shall not include any transaction pursuant to which the Company sells Operating Property to, and thereafter purchases energy or services from, any entity, which transaction is ordered or authorized by any regulatory authority having jurisdiction over the Company or its operations or is entered into pursuant to any plan or program of industry restructuring ordered or authorized by any such regulatory authority.

"Securities Act" means the Securities Act of 1933, as amended.

"Substitute Mortgage" means a mortgage indenture of the Company, other than the Mortgage, designated by the Company to the Trustee as a Substitute Mortgage pursuant to Section 4.03 hereof. The lien of the Substitute Mortgage shall have such priority, and be with respect to such property, as shall be specified by the Company in its sole discretion.

"Substitute Mortgage Bonds" means any mortgage bonds issued by the Company under a Substitute Mortgage and delivered to the Trustee pursuant to Section 4.03 hereof or pursuant to the comparable provision of any other supplemental indenture relating to Securities subject to the release provisions.

"Value" means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds to the Company from the sale or transfer of the property leased pursuant to the Sale and Lease-Back Transaction or (ii) the net book value of the property, as determined by the Company in accordance with generally accepted accounting principles at the time of entering into the Sale and Lease-Back Transaction, in either case multiplied by a fraction, the numerator of which shall be equal to the number of full years of the term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of determination and the denominator of which shall be equal to the number of full years of the term, without regard, in any case, to any renewal or extension options contained in the lease.

SECTION 1.02. Section References. Each reference to a particular section set forth in this Eighteenth Supplemental Indenture shall, unless the context otherwise requires, refer to this Eighteenth Supplemental Indenture.

ARTICLE TWO

TITLE AND TERMS OF THE SECURITIES

SECTION 2.01. Title of the Securities; Stated Maturity. This Eighteenth Supplemental Indenture hereby establishes one series of Securities, which shall be known as the Company's "2005 Series C 5.19% Senior Notes due October 1, 2023" (the "5.19% Notes" or the "Notes"). For purposes of the Original Indenture, the Notes shall constitute a single series of Securities. The Stated Maturity on which the principal of the Notes shall be due and payable will be October 1, 2023.

The Securities issued on the Original Issue Date will be sold by the Company pursuant to the Purchase Agreement.

SECTION 2.02. Certain Variations from the Original Indenture.

(a) The Notes shall have the benefit of the provisions of Article Four of the Original Indenture and shall have the benefit of, or be subject to, the other related provisions of the Original Indenture relating to the grant of security, including (for avoidance of doubt and not for purposes of limitation) the Granting Clause, the definitions of "Deliverable Mortgage Bonds," "Deliverable Securities," "Designated Mortgage Bonds," "Grant," "Mortgage," "Mortgage Bonds," "Mortgage Trustee," "Previously Delivered Mortgage Bonds," and "Trust Estate," Section 301(20), Sections 301(a)(v), (ix), (x) and (xi), Sections 301(b)(ii) and (iii), Section 301(d), and Sections 601(4) and (8), subject, in each case, to the release provisions provided for in Section 4.02 herein. In addition, on and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Notes shall have the benefit of the additional covenants set forth in Article Three hereof.

(b) Section 503 of the Original Indenture shall apply to the Notes. The following shall be an additional condition to defeasance of the Notes under
Section 503: the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from the Internal Revenue Service a letter ruling, or there has been published by the Internal Revenue

Service a Revenue Ruling, or (ii) since the date of execution of this Eighteenth Supplemental Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that, the Holders of such Outstanding Notes appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred, and, also, to the effect that, after the 123rd day after the date of deposit, all money and other property as provided pursuant to Section 503 of the Original Indenture (including the proceeds thereof) deposited or caused to be deposited with the Trustee (or other qualifying trustee) pursuant to Section 503 of the Original Indenture to be held in trust will not be subject to any case or proceeding (whether voluntary or involuntary) in respect of the Company under any Federal or State bankruptcy, insolvency, reorganization or other similar law, or any decree or order for relief in respect of the Company issued in connection therewith.

SECTION 2.03. Amount and Denominations. The aggregate principal amount of Notes that may be issued under this Eighteenth Supplemental Indenture is limited to $100,000,000 (except, in each case, as provided in Section 301(2) of the Original Indenture). The Notes shall be issuable only as Registered Securities without coupons and, as permitted by Section 301 and Section 302 of the Original Indenture, in denominations of $1,000 and integral multiples thereof.

SECTION 2.04. Transfer and Exchange.

(a) Transfer and Exchange of Definitive Securities. When Registered Securities are presented to the Security Registrar with a request:

(i) to register the transfer of such Registered Securities; or

(ii) to exchange such Registered Securities for Registered Securities of the same series of any authorized denominations of the same aggregate principal amount and Stated Maturity, the Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Registered Securities surrendered for transfer or exchange:

(A) shall be duly endorsed or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and

(B) are accompanied by the following additional information and documents, as applicable:

(x) if such Registered Securities are being delivered to the Security Registrar 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 Transfer Restricted Security); or

(y) if such Registered Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Transfer Restricted Security); or

(C) if such Registered Securities 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 Transfer Restricted Security) 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 in Section 2.04(b).

In case of redemption, the Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.

(b) Legends for Securities. Each Security certificate evidencing the Notes
(and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

THE NOTES 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.

SECTION 2.05. Certain Terms of the Notes.

(a) The 5.19% Notes shall bear interest at the rate of 5.19% per annum on the principal amount thereof from the date of original issuance, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal of the Notes becomes due and payable, and on any overdue principal and Make-Whole Amount and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the rate of 5.19% per annum during such overdue period. Interest on the Notes will be payable semi-annually in arrears on October 1 and April 1 of each year (each such date, an "Interest Payment Date"), commencing April 1, 2006. The amount of interest payable for any period shall be computed on the basis of a 360-day year and twelve 30-day months.

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

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

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

SECTION 2.06. Form of Note. Attached hereto as Exhibit A is the form of the definitive 5.19% Note. If the Company elects to have the Notes secured by Substitute Mortgage Bonds on and after the Release Date, the terms of such Notes shall be amended to make appropriate reference to the Substitute Mortgage and the Substitute Mortgage Bonds; provided, that the consent of Holders shall not be required in connection with such amendment.

ARTICLE THREE

ADDITIONAL COVENANTS

SECTION 3.01. Limitations on Liens.

(a) From and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, so long as any Notes are outstanding, the Company may not issue, assume, guarantee (including any contingent obligation to purchase) or permit to exist any Debt that is secured by any mortgage, security interest, pledge or lien ("Lien") of or upon any Operating Property owned by the Company, whether owned at the Release Date or subsequently acquired, without effectively securing the Notes (together with, if the Company shall so determine, any other indebtedness of the Company ranking equally with the Notes) equally and ratably with the Debt (but only so long as the Debt is so secured).

The foregoing restriction will not apply to:

(i) Liens on any Operating Property existing at the time of its acquisition and not created in contemplation of the acquisition;

(ii) Liens on Operating Property of a corporation existing at the time the corporation is merged into or consolidated with the Company, or at the time the corporation disposes of substantially all of its properties (or those of a division) to the Company, provided that the Lien is not extended to property owned by the Company immediately prior to the merger, consolidation or other disposition and is not created in contemplation of the merger, consolidation or other disposition;

(iii) Liens on Operating Property to secure the cost of acquisition, construction, development or substantial repair, alteration or improvement of such property or to secure indebtedness incurred to provide funds for any of these purposes or for reimbursement of funds previously expended for any of these purposes, provided the Liens are created or assumed contemporaneously with, or within 18 months after, the acquisition or the completion of substantial repair or alteration, construction, development or substantial improvement or within 6 months thereafter pursuant to a commitment for financing arranged with a lender or investor within such 18-month period;

(iv) Liens in favor of the United States or any state or any department, agency or instrumentality or political subdivision of the United States or any state, or for the benefit of holders of securities issued by any of these entities, to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or substantially improving the Operating Property; or

(v) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the exceptions listed above, provided, however, that the principal amount of Debt secured thereby and not otherwise authorized by those exceptions listed above shall not exceed the principal amount of Debt,

plus any premium or fee payable in connection with any such extension, renewal or replacement, so secured at the time of such extension, renewal or replacement.

(b) Notwithstanding the foregoing restrictions, the Company may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the foregoing restrictions up to an aggregate amount which, together with all other of the Company's secured Debt (not including secured Debt permitted under any of the foregoing exceptions) and the Value of Sale and Lease-Back Transactions existing at such time (other than Sale and Lease-Back Transactions the proceeds of which have been applied to the retirement of certain indebtedness, Sale and Lease-Back Transactions in which the property involved would have been permitted to be subjected to a Lien under any of the foregoing exceptions, and Sale and Lease-Back Transactions that are permitted by the first sentence of Section 3.02 below), does not exceed the greater of 10% of the Company's Net Tangible Assets or 10% of the Company's Capitalization. The foregoing restrictions do not limit the Company's ability to place Liens on (i) the capital stock of any of the Company's subsidiaries or (ii) the assets of any of the Company's subsidiaries.

SECTION 3.02. Limitations on Sale and Lease-Back Transactions. So long as the Notes are outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Company may not enter into or permit to exist any Sale and Lease-Back Transaction with respect to any Operating Property (except for leases for a term, including any renewal or potential renewal, of not more than 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of the Operating Property or the placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, altered or improved. This restriction will not apply if (a) the Company would be entitled pursuant to
Section 3.01(a) above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Operating Property without equally and ratably securing the Notes, (b) after giving effect to the Sale and Lease-Back Transaction, pursuant to Section 3.01(b) above, the Company could incur at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (a)), or
(c) the Company applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of the Operating Property so leased), and, otherwise, an amount equal to the fair value (as determined by the Board of Directors of the Company) of the Operating Property so leased to the retirement of Notes or other Debt of the Company ranking equally with the Notes; provided, however, that any such retirement of Notes shall be in accordance with the terms and provisions of the Indenture and the Notes; provided, further, that the amount to be applied to such retirement of Notes or other Debt shall be reduced by an amount equal to the sum of (a) an amount equal to the redemption price with respect to Notes delivered within such one hundred eighty (180)-day period to the Trustee for retirement and cancellation and (b) the principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms of other Debt voluntarily retired by the Company within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or prepayment provisions and payments at Stated Maturity.

SECTION 3.03. Waiver. Section 1109 of the Original Indenture shall apply to the covenants set forth in Sections 3.01 and 3.02 above at any time such covenants are in effect.

ARTICLE FOUR

SECURITY AND RELEASE PROVISIONS

SECTION 4.01. Security. Subject to Section 4.02 below, as provided in and pursuant to Article Four of the Original Indenture, the Notes will be secured as to payments of principal, interest and Make-Whole Amount, if any, by a series of Mortgage Bonds (the "General and Refunding Mortgage Bonds, 2005 Series C", singly or collectively, the "Bonds," the "Bonds of the related series" or the "related series of Bonds") of the Company to be issued concurrently with the issuance of the Notes under and secured by a Mortgage and Deed of Trust, dated as of October 1, 1924, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee (the "Mortgage Trustee"), as amended and supplemented by various supplemental indentures, including the supplemental indenture, dated as of September 15, 2005, creating the Bonds (collectively, the "Mortgage"), pledged by the Company for the benefit of the Holders of the Notes to the Trustee under this Eighteenth Supplemental Indenture. The Bonds shall be issued in an aggregate principal amount equal to the aggregate principal amount of the Notes.

SECTION 4.02. Release. Until the Release Date and subject to Article Four of the Original Indenture, the Bonds of the related series issued and delivered to the Trustee shall serve as security for any and all obligations of the Company under all Notes from time to time Outstanding, including, but not limited to (1) the full and prompt payment of the principal and Make-Whole Amount, if any, on such Notes when and as the same shall become due and payable in accordance with the terms and provisions of the Indenture or such Notes, either at the Stated Maturity thereof, upon acceleration of the maturity thereof, upon redemption, or otherwise, and (2) the full and prompt payment of any interest on such Notes when and as the same shall become due and payable in accordance with the terms and provisions of this Indenture or such Notes including, if and to the extent provided for in such Notes, interest on overdue installments of principal and (to the extent permitted by law) interest on overdue installments of interest.

Each supplemental indenture to the Mortgage pursuant to which any Bonds are issued shall contain a provision to the effect that any payment by the Company hereunder of principal of or premium or interest on Notes which shall have been authenticated and delivered in connection with the issuance and delivery to the Trustee of such Bonds (other than by the application of the proceeds of a payment in respect of such Bonds) shall to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal, premium or interest, as the case may be, in respect of such Bonds which is then due.

Notwithstanding anything in the Original Indenture to the contrary, from and after the Release Date, the obligation of the Company to make payment with respect to the principal of and Make-Whole Amount, if any, and interest on the Bonds shall be deemed satisfied and discharged as provided in the supplemental indenture or indentures to the Mortgage creating such Bonds and the Bonds shall cease to secure in any manner Notes theretofore or subsequently issued; the Trustee shall thereupon surrender the Bonds to the Mortgage Trustee for cancellation and execute and deliver such proper instruments of release as may be required. From and after the Release Date, all Notes, whether theretofore or subsequently issued, shall, at the Company's option, either

(i) become unsecured or (ii) be secured by Substitute Mortgage Bonds pursuant to
Section 4.03 below, and any conditions to the issuance of Notes that refer or relate to Bonds or the Mortgage shall be inapplicable (except as such conditions shall be deemed to refer to Substitute Mortgage Bonds or a Substitute Mortgage pursuant to Section 4.03 below). From and after the Release Date, the Company shall not issue any additional Mortgage Bonds, including Pledged Bonds, under the Mortgage. Notice of the occurrence of the Release Date shall be given by the Trustee to the Holders of the Notes in the manner provided for in the Original Indenture not later than 30 days after the Company notifies the Trustee of the occurrence of the Release Date.

In connection with the establishment of the occurrence of the Release Date, the Trustee shall be entitled to receive, may presume the correctness of, and shall be fully protected in relying upon, an Officers' Certificate designating the Release Date and stating that the conditions to the occurrence of the Release Date have been satisfied.

When the obligation of the Company to make payments with respect to the principal of, and Make-Whole Amount, if any, and interest on all or any part of the Bonds shall be satisfied or deemed satisfied pursuant to the Original Indenture or pursuant to this Eighteenth Supplemental Indenture, the Trustee shall, upon written request of the Company, deliver to the Company without charge therefor all of the Bonds so satisfied or deemed satisfied, together with such appropriate instruments of transfer or release as may be reasonably requested by the Company. All Bonds delivered to the Company in accordance with this Section shall be delivered by the Company to the Mortgage Trustee for cancellation.

SECTION 4.03. Substitute Mortgage Bonds.

(a) The Company shall notify the Trustee not less than 90 days prior to the Release Date (or such shorter period as the Company and the Trustee may agree) that the Company has determined to deliver to the Trustee on the Release Date Substitute Mortgage Bonds in an aggregate principal amount equal to the aggregate principal amount of Notes and any other Securities subject to the release provisions Outstanding on the Release Date, in trust for the benefit of the Holders from time to time of the Notes and any other Securities subject to the release provisions issued under the Original Indenture, as supplemented, as security for any and all obligations of the Company under the Notes and any other Securities subject to the release provisions, including but not limited to, (1) the full and prompt payment of the principal of and Make-Whole Amount, if any, on the Notes and any other Securities subject to the release provisions when and as the same shall become due and payable in accordance with the terms and provisions of the Original Indenture, as supplemented, or the Notes or such other Securities subject to the release provisions, either at the stated maturity thereof, upon acceleration of the maturity thereof or upon redemption, and (2) the full and prompt payment of any interest on the Notes and any other Securities subject to the release provisions when and as the same shall become due and payable in accordance with the terms and provisions of the Original Indenture, as supplemented, or the Notes or such other Securities subject to the release provisions.

(b) The Substitute Mortgage Bonds to be delivered pursuant to the notice described in Section 4.03(a) shall be delivered in separate series and issues corresponding to the series and issues of Notes and other Securities subject to the release provisions Outstanding on the Release Date, each

series or issue of Substitute Mortgage Bonds having the same stated rate or rates of interest (or interest calculated in the same manner), Interest Payment Dates, stated maturity date and redemption provisions, and in the same aggregate principal amount, as the related series or issue of Notes or other Securities subject to the release provisions outstanding on the Release Date. The Company shall enter into a Substitute Mortgage for the issuance of Substitute Mortgage Bonds, and designate it as such in the notice.

(c) The notice described in Section 4.03(a) shall also state that on the Release Date the Company shall deliver to the Trustee a supplemental indenture to the Original Indenture that will provide, among other things, that upon the issuance of Notes and other Securities subject to the release provisions on or after the Release Date, the Company shall deliver to the Trustee in trust for the benefit of the Holders as described in Section 4.03(a) hereof, and the Trustee shall accept therefor, related series of Substitute Mortgage Bonds registered in the name of the Trustee and conforming to the requirements therein specified.

(d) The determination whether to deliver Substitute Mortgage Bonds shall be made in the Company's sole discretion and without any obligation to do so.

(e) In the event that the Company does not deliver the notice described in
Section 4.03(a), the Notes and other Securities subject to the release provisions Outstanding on the Release Date shall, as of the Release Date, no longer be entitled to the benefit of the pledge of the Pledged Bonds and shall thereafter be general unsecured obligations of the Company.

(f) Article Four and related provisions of the Original Indenture shall apply to Substitute Mortgage Bonds pledged to the Trustee hereunder and the provisions thereof shall be deemed to refer to the Substitute Mortgage and the Substitute Mortgage Bonds. If the Company elects to have the Notes secured by Substitute Mortgage Bonds on and after the Release Date, Article Four and related provisions may be amended to make appropriate reference to the Substitute Mortgage and the Substitute Mortgage Bonds; provided, that the consent of Holders shall not be required in connection with such amendment.

SECTION 4.04. Events of Default.

(a) On and after the Release Date, Section 601(8) of the Original Indenture shall no longer apply to the Notes.

For purposes of the Notes, Section 601(8) of the Original Indenture shall read, "the occurrence of an "event of default" as such term is defined in the Mortgage; or".

(b) On and after the Release Date, if the Notes become secured by Substitute Mortgage Bonds pursuant to Section 4.03 above, the occurrence of a "default" (as defined in the Substitute Mortgage) shall constitute an Event of Default under Section 601 of the Original Indenture with respect to the Notes and the references in Section 601(4) of the Original Indenture and related provisions to "Mortgage Bonds" shall be deemed to refer to "Substitute Mortgage Bonds."

ARTICLE FIVE

MISCELLANEOUS PROVISIONS

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

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

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

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

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

THE DETROIT EDISON COMPANY

                                        By: /s/ Paul A. Stadnikia
                                            ------------------------------------
                                        Name: Paul A. Stadnikia
                                        Title: Assistant Treasurer


ATTEST:


By: /s/ Sandra K. Ennis
    ---------------------------------
Name: Sandra K. Ennis
Title: Corporate Secretary

J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee

                                        By: /s/ J. Michael Banas
                                            ------------------------------------
                                        Name: J. Michael Banas
                                        Title: Vice President


ATTEST:


By: /s/ Alexis M. Johnson
    ---------------------------------
Name: Alexis M. Johnson
Title: Authorized Officer

EXHIBIT A

NO. R-__ $________

THE DETROIT EDISON COMPANY

2005 SERIES C 5.19% SENIOR NOTES DUE OCTOBER 1, 2023

Principal Amount: $__________

Authorized Denomination: $1,000

Regular Record Date: close of business on the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date

Original Issue Date: September 29, 2005

Stated Maturity: October 1, 2023

Interest Payment Dates: October 1 and April 1 of each year, commencing April 1, 2006

Interest Rate: 5.19% per annum

THE DETROIT EDISON COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of _________________________________________ ($____________) on October 1, 2023 (the "Stated Maturity"), in the coin or currency of the United States, and to pay interest thereon from the Original Issue Date shown above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, in arrears on each Interest Payment Date as specified above, commencing on April 1, 2006, and on the Stated Maturity at the rate per annum shown above (the "Interest Rate") until the principal hereof is due and payable, and on any overdue principal and Make-Whole Amount and on any overdue

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installment of interest. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered on the Regular Record Date as specified above next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to Holders of Notes of this series not less than ten days prior to such Special Record Date.

Payments of interest on this Note will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for this Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and Make-Whole Amount, if any, and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Note. In the event that any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, then the required payment of principal, Make-Whole Amount, if any, and interest will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force and effect as if made on such date. "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.

Payment of principal of, Make-Whole Amount, if any, and interest on the Notes shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal, Make-Whole Amount, if any, and interest due at the Stated Maturity or earlier redemption of the Notes shall be made at the office of the Paying Agent upon surrender of such Securities to the Paying Agent, and (ii) payments of interest shall be made, at the option of the Company, subject to such surrender where applicable, by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding the foregoing, so long as any Note is held by an Institutional Investor, payment of principal, Make-Whole Amount, if any, and interest on the Notes held by such Holder shall be made in the manner specified in the Purchase Agreement.

UNTIL THE RELEASE DATE (AS DEFINED BELOW), THIS NOTE SHALL BE SECURED BY GENERAL AND REFUNDING MORTGAGE BONDS, 2005 SERIES C (THE "MORTGAGE BONDS") ISSUED AND DELIVERED BY THE COMPANY TO THE TRUSTEE (AS DEFINED BELOW) UNDER THE COMPANY'S SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 15, 2005, SUPPLEMENTING THE MORTGAGE AND DEED OF TRUST DATED AS OF OCTOBER 1, 1924 BETWEEN THE COMPANY AND J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (THE "MORTGAGE TRUSTEE"), PLEDGED BY THE COMPANY FOR THE BENEFIT OF THE HOLDERS OF THE NOTES TO THE TRUSTEE UNDER THE INDENTURE (THE "MORTGAGE"). ON THE RELEASE DATE, THE NOTES SHALL CEASE TO BE SECURED BY SUCH MORTGAGE BONDS AND, AT THE COMPANY'S OPTION, SHALL EITHER (1) BECOME

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UNSECURED GENERAL OBLIGATIONS OF THE COMPANY OR (2) BE SECURED BY SUBSTITUTE MORTGAGE BONDS UNDER A SUBSTITUTE MORTGAGE.

This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee.

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

This Note is one of a duly authorized series of Securities of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture, all issued or to be issued in one or more series under and pursuant to a Collateral Trust Indenture dated as of June 30, 1993 (the "Original Indenture") duly executed and delivered between the Company and the trustee named therein (now J.P. Morgan Trust Company, National Association, as successor trustee) (herein referred to as the "Trustee"), as supplemented through and including an Eighteenth Supplemental Indenture dated as of September 15, 2005 (together with the Original Indenture, the "Indenture") between the Company and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the registered Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

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

This Note will be redeemable at the option of the Company, in whole at any time or in part from time to time (any such date of optional redemption, an "Optional Redemption Date," which shall be a "Redemption Date" for purposes of the Indenture), at an optional redemption price (which shall be a "Redemption Price" for purposes of the Indenture) equal to 100% of the principal amount of this Note to be redeemed together with the Make-Whole Amount (as defined below), if any, plus, in each case, accrued and unpaid interest thereon to the Redemption Date.

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

"Make-Whole Amount" means, with respect to any Note, 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 Note 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:

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"Called Principal" means, with respect to a Note, the principal of the Note 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 602 of the Indenture, as the context requires.

"Discounted Value" means, with respect to the Called Principal of a Note, 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 Note is payable) equal to the Reinvestment Yield with respect to such Called Principal.

"Reinvestment Yield" means, with respect to the Called Principal of a Note, 0.20% 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) for 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, 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.

"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 scheduled Redemption Date of such Remaining Scheduled Payment.

"Remaining Scheduled Payments" means, with respect to the Called Principal of a Note, 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 scheduled Redemption Date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Note, 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.

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"Settlement Date" means, with respect to the Called Principal of a Note, 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 602 of the Indenture as the context requires.

Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the Optional Redemption Date to the Holder hereof at its registered address. Each such notice shall specify such Optional Redemption Date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such Holder to be redeemed, and the interest to be paid on the Redemption Date with respect to such principal amount being prepaid, 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 holder of the Notes and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of the Redemption Date.

If notice has been provided in accordance with the Indenture and funds for the redemption of this Note called for redemption have been made available on the Redemption Date, this Note will cease to bear interest on the date fixed for redemption. Thereafter, the only right of the Holder hereof will be to receive payment of the Redemption Price.

The Company will notify the Trustee at least 60 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and the Redemption Date. If the Company elects to redeem all or a portion of the Notes, the redemption will be conditional upon receipt by the Paying Agent or the Trustee of monies sufficient to pay the Redemption Price. If the Notes are only partially redeemed by the Company, the Trustee shall select which Notes are to be redeemed pro rata among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof and otherwise in accordance with the terms of the Indenture. Upon any such declaration, the Company shall also pay to the Holders of the Notes the Make-Whole Amount on the Notes, if any, determined as of the date the Notes shall have been declared due and payable.

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

In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. Upon any such declaration, the Company shall also pay to the Holders of the Notes the Make-Whole Amount on the Notes, if any, determined as of the date the Notes shall have been declared due and payable.

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

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the registered Holders of not less than a majority in aggregate principal amount of the outstanding Securities of each series affected at the time, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the registered Holders of the Securities; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate of or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the registered Holder of each Security so affected or (ii) reduce the aforesaid percentage of Securities, the registered Holders of which are required to consent to any such supplemental indenture, without the consent of the registered Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting (i) the registered Holders of at least 66 2/3% in aggregate principal amount of the Securities of all series at the time outstanding affected thereby, on behalf of the registered Holders of the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) the registered Holders of a majority in aggregate principal amount of the Securities of all series at the time outstanding affected thereby, on behalf of the registered Holders of the Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the registered Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such registered Holder and upon all future registered Holders and owners of this Note and of any Note issued in exchange hereof or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note.

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

Prior to the Release Date, the Notes of this series shall be secured by a series of Mortgage Bonds (the "Related Series of Bonds"), delivered by the Company to the Trustee for the benefit of the Holders of the Notes. Reference is made to the Mortgage and the Indenture for a description of the rights of the Trustee as Holder of the Related Series of Bonds, the property mortgaged and pledged under the Mortgage and the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Related Series of Bonds are secured and the circumstances under which additional Mortgage Bonds may be issued.

FROM AND AFTER SUCH TIME AS ALL BONDS, OTHER THAN (1) PLEDGED BONDS, INCLUDING THE RELATED SERIES OF BONDS, AND (2) MORTGAGE BONDS (EXCLUSIVE OF PLEDGED BONDS), WHICH DO NOT IN AGGREGATE PRINCIPAL AMOUNT EXCEED THE GREATER OF FIVE PERCENT (5%) OF NET TANGIBLE

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ASSETS OR FIVE PERCENT (5%) OF CAPITALIZATION, HAVE BEEN RETIRED THROUGH PAYMENT, REDEMPTION OR OTHERWISE (INCLUDING THOSE MORTGAGE BONDS THE PAYMENT FOR WHICH HAS BEEN PROVIDED FOR IN ACCORDANCE WITH THE MORTGAGE) AT, BEFORE OR AFTER THE MATURITY THEREOF, PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING (THE "RELEASE DATE"), THE RELATED SERIES OF BONDS SHALL CEASE TO SECURE THE NOTES IN ANY MANNER.

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

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

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

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

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

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

THE DETROIT EDISON COMPANY

[Corporate Seal]

By:
Name:
Title:

ATTEST:

By:
Name:
Title:

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CERTIFICATE OF AUTHENTICATION

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

J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee

By:
Authorized Signatory

Date: _________, 20___

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

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

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

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

Dated: ____________

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

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CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF SECURITIES

This Certificate relates to $_____________ principal amount of Notes held in definitive form by _______________________ (the "Transferor"). The Transferor has requested the Trustee by written order to exchange or register the transfer of a Security or Securities.

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act of 1933, the undersigned confirms that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)  [ ]  to the Company; or

(2)  [ ]  inside the United States to a "qualified institutional buyer" (as
          defined in Rule 144A under the Securities Act of 1933) that
          purchases for its own account or for the account of a qualified
          institutional buyer to whom notice is given that such transfer is
          being made in reliance on Rule 144A, in each case pursuant to and
          in compliance with Rule 144A under the Securities Act of 1933; or

(3)  [ ]  pursuant to another available exemption from registration under
          the Securities Act of 1933.

Prior to the expiration of the period referred to in Rule 144(k), unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (3) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such certifications and other information satisfactory to the Company and the Trustee to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

[INSERT NAME OF TRANSFEROR]

SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-12

Exhibit 4.2

INDENTURE

DATED AS OF SEPTEMBER 15, 2005

THE DETROIT EDISON COMPANY
(2000 2nd Avenue, Detroit, Michigan 48226)

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(Successor to Bank One, National Association)

(611 Woodward Avenue, Detroit, Michigan 48226)

AS TRUSTEE

SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924

PROVIDING FOR

(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2005 SERIES C,

AND

(B) RECORDING AND FILING DATA

TABLE OF CONTENTS*

                                                                                       PAGE
                                                                                       ----
PARTIES.............................................................................     3
RECITALS............................................................................     3
   Original Indenture and Supplementals.............................................     3
   Issue of Bonds Under Indenture...................................................     3
   Bonds Heretofore Issued..........................................................     4
   Reason for Creation of New Series................................................    10
   Bonds to be 2005 Series C........................................................    10
   Further Assurance................................................................    10
   Authorization of Supplemental Indenture..........................................    11
   Consideration for Supplemental Indenture.........................................    11
PART I. CREATION OF THREE HUNDRED FORTY-FOURTH SERIES OF BONDS, GENERAL AND
        REFUNDING MORTGAGE BONDS, 2005 SERIES C.....................................    11
   Sec. 1. Terms of Bonds of 2005 Series C..........................................    11
   Sec. 2. Release..................................................................    13
   Sec. 3. Redemption of Bonds of 2005 Series C.....................................    14
   Sec. 4. Redemption of Bonds of 2005 Series C in Event of Acceleration of Notes...    14
   Sec. 5. Form of Bonds of 2005 Series C...........................................    15
           Form of Trustee's Certificate............................................    16
           Form of Reverse of Bond..................................................    17
PART II. RECORDING AND FILING DATA..................................................    19
   Recording and Filing of Original Indenture.......................................    19
   Recording and Filing of Supplemental Indentures..................................    19
   Recording and Filing of Supplemental Indenture Dated as of February 1, 2005......    23
   Recording of Certificates of Provision for Payment...............................    24
PART III. THE TRUSTEE...............................................................    25
   Terms and Conditions of Acceptance of Trust by Trustee...........................    25
PART IV. MISCELLANEOUS..............................................................    25
   Confirmation of Section 318(c) of Trust Indenture Act............................    25
   Execution in Counterparts........................................................    25
   Testimonium......................................................................    25
   Execution by Company.............................................................    26
   Acknowledgment of Execution by Company...........................................    27
   Execution by Trustee.............................................................    28
   Acknowledgment of Execution by Trustee...........................................    29
   Affidavit as to Consideration and Good Faith.....................................    30

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

PARTIES.                         SUPPLEMENTAL INDENTURE, dated as of the 15th
                                 day of September, in the year 2005, between THE
                                 DETROIT EDISON COMPANY, a corporation organized
                                 and existing under the laws of the State of
                                 Michigan and a public utility (hereinafter
                                 called the "Company"), party of the first part,
                                 and J.P. Morgan Trust Company, National
                                 Association (successor to Bank One, National
                                 Association), a trust company organized and
                                 existing under the laws of the United States,
                                 having a corporate trust office at 611 Woodward
                                 Avenue, 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           WHEREAS, the Company has heretofore executed
SUPPLEMENTALS.                   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
                                 and 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 and August 1, 2005
                                 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             WHEREAS, the Indenture provides that said bonds
INDENTURE.                       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
                                 Eleven billion seven hundred forty-two million
                                 five hundred seventy-three thousand dollars
                                 ($11,742,573,000) 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 KP 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, and
(310)                            Bonds of 2005 Series A              -- Principal Amount $200,000,000;

                                 all of which have either been retired and
                                 cancelled, or no longer represent obligations
                                 of the Company, having matured or having been
                                 called for redemption and funds necessary to
                                 effect the payment, redemption and retirement
                                 thereof having been deposited with the Trustee
                                 as a special trust fund to be applied for such
                                 purpose;

(311)                            Bonds of 1990 Series B in the principal amount
                                 of Two hundred fifty-six million nine hundred
                                 thirty-two thousand dollars ($256,932,000), of
                                 which One hundred fifty-two million two hundred
                                 fifty-six thousand dollars ($152,256,000)
                                 principal amount have heretofore been retired
                                 and One hundred and four million six hundred
                                 seventy-six thousand dollars ($104,676,000)
                                 principal amount are outstanding at the date
                                 hereof;

(312)                            Bonds of 1990 Series C in the principal amount
                                 of Eighty-five million four hundred
                                 seventy-five thousand dollars ($85,475,000), of
                                 which Fifty-four million seven hundred and four
                                 thousand dollars ($54,704,000) principal amount
                                 have heretofore been retired and Thirty million
                                 seven hundred seventy-one thousand dollars
                                 ($30,771,000) principal amount are outstanding
                                 at the date hereof;

(313)                            INTENTIONALLY RESERVED FOR 1990 SERIES E;

(314)                            INTENTIONALLY RESERVED FOR 1990 SERIES F;

(315)                            Bonds of 1991 Series AP in the principal amount
                                 of Thirty-two million three hundred
                                 seventy-five thousand dollars ($32,375,000),
                                 all of which are outstanding at the date
                                 hereof;

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

(317)                            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;

(318)                            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;

(319)                            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;

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

(321)                            Bonds of 1995 Series AP in the principal amount
                                 of Ninety-seven million dollars ($97,000,000),
                                 all of which are outstanding at the date
                                 hereof;

(322)                            Bonds of 1995 Series BP in the principal amount
                                 of Twenty-two million, one hundred seventy-five
                                 thousand dollars ($22,175,000), all of which
                                 are outstanding at the date hereof;

(323)                            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;

(324)                            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;

(325)                            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;

(326)                            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;

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

(328)                            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;

(329)                            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;

(330)                            Bonds of 2001 Series D in the principal amount
                                 of Two hundred million dollars ($200,000,000),
                                 all of which are outstanding at the date
                                 hereof;

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

(332)                            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;

(333)                            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;

(334)                            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;

(335)                            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;

(336)                            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;

(337)                            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;

(338)                            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;

(339)                            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;

(340)                            Bonds of 2005 Series B in the principal amount
                                 of Two hundred million dollars ($200,000,000),
                                 of which One hundred ninety-nine million seven
                                 hundred seventy-one thousand dollars
                                 ($199,771,000) principal amount have heretofore
                                 been retired and Two hundred twenty-nine
                                 thousand dollars ($229,000) principal amount
                                 are outstanding at the date hereof;

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

(342)                            Bonds of 2005 Series BR in the principal amount
                                 of One hundred ninety-nine million seven
                                 hundred seventy-one thousand dollars
                                 ($199,771,000), all of which are outstanding at
                                 the date hereof; and

(343)                            Bonds of 2005 Series DT in the principal amount
                                 of One hundred nineteen million one hundred
                                 seventy-five thousand dollars ($119,175,000),
                                 all of which are outstanding at the date
                                 hereof;

                                 accordingly, the Company has issued and has
                                 presently outstanding Three billion one hundred
                                 forty-nine million three hundred fifty-seven
                                 thousand dollars ($3,149,357,000) aggregate
                                 principal amount of its General and Refunding
                                 Mortgage Bonds (the "Bonds") at the date
                                 hereof.

REASON FOR CREATION OF NEW       WHEREAS, the Company intends to issue a series
SERIES.                          of Notes under the Note Indenture herein
                                 referred to, and, pursuant to the Note
                                 Indenture, the Company has agreed to issue its
                                 General and Refunding Mortgage Bonds under the
                                 Indenture in order further to secure its
                                 obligations with respect to such Notes; and

BONDS TO BE 2005 SERIES C.       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, 2005 Series C," in
                                 the aggregate principal amount of one hundred
                                 million dollars ($100,000,000), to be
                                 authenticated and delivered pursuant to Section
                                 8 of Article III of the Indenture; and

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

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

                                                     PART I.

                                      CREATION OF THREE HUNDRED FORTY-FOURTH
                                                SERIES OF BONDS,
                                      GENERAL AND REFUNDING MORTGAGE BONDS,
                                                  2005 SERIES C

TERMS OF BONDS OF                SECTION 1. The Company hereby creates the three
2005 SERIES C.                   hundred forty-fourth 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, 2005
                                 Series C" (elsewhere herein referred to as the
                                 "bonds of 2005 Series C"). The aggregate
                                 principal amount of bonds of 2005 Series C
                                 shall be limited to one hundred million dollars
                                 ($100,000,000), except as provided in Sections
                                 7 and 13 of Article II of the Original
                                 Indenture with respect to exchanges and
                                 replacements of bonds.

                                 Subject to the release provisions set forth
                                 below, each bond of 2005 Series C is to be
                                 irrevocably assigned to, and registered in the
                                 name of, J.P. Morgan Trust Company, National
                                 Association, as trustee, or a successor trustee
                                 (said trustee or any successor trustee being
                                 hereinafter referred to as the "Note Indenture
                                 Trustee"), under the collateral trust
                                 indenture, dated as of June 30, 1993, as
                                 supplemented (the "Note Indenture"), between
                                 the Note Indenture Trustee and the Company, to
                                 secure payment of the Company's 2005 Series C
                                 5.19% Senior Notes due October 1, 2023 (for
                                 purposes of this Part I, the "5.19% Notes").

                                 The bonds of 2005 Series C shall be issued as
                                 registered bonds without coupons in
                                 denominations of a multiple of $1,000. The
                                 bonds of 2005 Series C shall be issued in the
                                 aggregate principal amount of $100,000,000,
                                 shall mature on October 1, 2023 (subject to
                                 earlier redemption or release) and shall

bear interest at the rate of 5.19% per annum,
payable semi-annually in arrears on April 1 and
October 1 of each year (commencing April 1,
2006), until the principal thereof shall have
become due and payable and thereafter until the
Company's obligation with respect to the
payment of said principal shall have been
discharged as provided in the Indenture. In
addition to the payment of principal and
interest as provided herein, in the event any
Make-Whole Amount (as defined in the Note
Indenture) shall be required to be paid by the
Company on the 5.19% Notes, there shall be due
and payable on the bonds of 2005 Series C an
additional amount equal to such Make-Whole
Amount which shall be paid by the Company in
the amounts and on the dates required for the
payment of any such amounts under the Note
Indenture.

The bonds of 2005 Series C shall be payable as
to principal, Make-Whole Amount, if any, and
interest as provided in the Indenture, but only
to the extent and in the manner herein
provided. The bonds of 2005 Series C shall be
payable, as to principal, Make-Whole Amount, if
any, and interest, at the office or agency of
the Company in the Borough of Manhattan, the
City and State of New York, in any coin or
currency of the United States of America which
at the time of payment is legal tender for
public and private debts.

Except as provided herein, each bond of 2005
Series C shall be dated the date of its
authentication and interest shall be payable on
the principal represented thereby from the
April 1 or October 1 next preceding the date
thereof to which interest has been paid on
bonds of 2005 Series C, unless the bond is
authenticated on a date to which interest has
been paid, in which case interest shall be
payable from the date of authentication, or
unless the date of authentication is prior to
April 1, 2006, in which case interest shall be
payable from September 29, 2005.

The bonds of 2005 Series C 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 2005 Series
C). Until bonds of 2005 Series C 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 2005 Series C in temporary
form, as provided in Section 10 of Article II
of the Indenture. Temporary bonds of 2005
Series C, if any, may be printed and may be
issued in authorized denominations in
substantially the form of definitive bonds of
2005 Series C, 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 2005 Series C that is
payable on any interest payment date and is
punctually paid or duly provided for shall be
paid to the person in whose name that bond, or
any previous bond to the extent evidencing the
same debt as that evidenced by that bond, is
registered at the close of business on the
regular record date for such interest, which
regular record date shall be the fifteenth
calendar day (whether or not a business day)
next preceding such interest payment date. If
the Company shall default in the payment of the
interest due on any interest payment date on
the principal represented by any bond of 2005
Series C, 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 2005 Series C 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 2005 Series C
                                 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 2005 Series C 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 2005 Series C shall not be assignable
                                 or transferable except as may be set forth
                                 under Section 405 of the Note Indenture or in
                                 the supplemental note indenture relating to the
                                 5.19% Notes, or, subject to compliance with
                                 applicable law, as may be involved in the
                                 course of the exercise of rights and remedies
                                 consequent upon an Event of Default under the
                                 Note Indenture. Any such transfer shall be made
                                 upon surrender thereof for cancellation at the
                                 office or agency of the Company in the Borough
                                 of Manhattan, the City and State of New York,
                                 together with a written instrument of transfer
                                 (if so required by the Company or by the
                                 Trustee) in form approved by the Company duly
                                 executed by the holder or by its duly
                                 authorized attorney. Bonds of 2005 Series C
                                 shall in the same manner be exchangeable for a
                                 like aggregate principal amount of bonds of
                                 2005 Series C 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
                                 2005 Series C during any period of ten (10)
                                 days next preceding any redemption date for
                                 such bonds.

                                 Bonds of 2005 Series C, in definitive and
                                 temporary form, may bear such legends as may be
                                 necessary to comply with any law or with any
                                 rules or regulations made pursuant thereto or
                                 as may be specified in the Note Indenture.

                                 Upon payment of the principal or Make-Whole
                                 Amount, if any, or interest on the 5.19% Notes,
                                 whether at maturity or prior to maturity by
                                 redemption or otherwise, or upon provision for
                                 the payment thereof having been made in
                                 accordance with Article V of the Note
                                 Indenture, bonds of 2005 Series C in a
                                 principal amount equal to the principal amount
                                 of such 5.19% Notes, shall, to the extent of
                                 such payment of principal, Make-Whole Amount or
                                 interest, be deemed fully paid and the
                                 obligation of the Company thereunder to make
                                 such payment shall forthwith cease and be
                                 discharged, and, in the case of the payment of
                                 principal and Make-Whole Amount, if any, such
                                 bonds shall be surrendered for cancellation or
                                 presented for appropriate notation to the
                                 Trustee.

RELEASE.                         SECTION 2. From and after the Release Date (as
                                 defined in the Note Indenture), the bonds of
                                 2005 Series C shall be deemed fully paid,
                                 satisfied and discharged and the obligation of
                                 the Company thereunder shall be terminated. On
                                 the Release Date, the bonds of 2005 Series C
                                 shall be surrendered to and canceled by the
                                 Trustee. The Company covenants and agrees that,
                                 prior to the Release Date, it will not take any
                                 action that would cause the outstanding
                                 principal amount of the bonds of 2005 Series C
                                 to be

                                 less than the then outstanding principal amount
                                 of the 5.19% Notes.

REDEMPTION OF BONDS              SECTION 3. Bonds of 2005 Series C shall be
OF 2005 SERIES C.                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 5.19% Notes.

                                 In the event the Company elects to redeem any
                                 5.19% Notes prior to maturity in accordance
                                 with the provisions of the Note Indenture, the
                                 Company shall give the Trustee notice of
                                 redemption of bonds of 2005 Series C on the
                                 same date as it gives notice of redemption of
                                 5.19% Notes to the Note Indenture Trustee.

REDEMPTION OF BONDS OF           SECTION 4. In the event of an Event of Default
2005 SERIES C IN EVENT OF        under the Note Indenture and the acceleration
ACCELERATION OF NOTES.           of all 5.19% Notes, the bonds of 2005 Series C
                                 shall be redeemable in whole upon receipt by
                                 the Trustee of a written demand (hereinafter
                                 called a "Redemption Demand") from the Note
                                 Indenture Trustee stating that there has
                                 occurred under the Note Indenture both an Event
                                 of Default and a declaration of acceleration of
                                 payment of principal, accrued interest and
                                 Make-Whole Amount, if any, on the 5.19% Notes,
                                 specifying the last date to which interest on
                                 the 5.19% Notes has been paid (such date being
                                 hereinafter referred to as the "Initial
                                 Interest Accrual Date") and demanding
                                 redemption of the bonds of said series. The
                                 Trustee shall, within five (5) days after
                                 receiving such Redemption Demand, mail a copy
                                 thereof to the Company marked to indicate the
                                 date of its receipt by the Trustee. Promptly
                                 upon receipt by the Company of such copy of a
                                 Redemption Demand, the Company shall fix a date
                                 on which it will redeem the bonds of said
                                 series so demanded to be redeemed (hereinafter
                                 called the "Demand Redemption Date"). Notice of
                                 the date fixed as the Demand Redemption Date
                                 shall be mailed by the Company to the Trustee
                                 at least ten (10) days prior to such Demand
                                 Redemption Date. The date to be fixed by the
                                 Company as and for the Demand Redemption Date
                                 may be any date up to and including the earlier
                                 of (x) the 60th day after receipt by the
                                 Trustee of the Redemption Demand or (y) the
                                 maturity date of such bonds first occurring
                                 following the 20th day after the receipt by the
                                 Trustee of the Redemption Demand; provided,
                                 however, that if the Trustee shall not have
                                 received such notice fixing the Demand
                                 Redemption Date on or before the 10th day
                                 preceding the earlier of such dates, the Demand
                                 Redemption Date shall be deemed to be the
                                 earlier of such dates. The Trustee shall mail
                                 notice of the Demand Redemption Date (such
                                 notice being hereinafter called the "Demand
                                 Redemption Notice") to the Note Indenture
                                 Trustee not more than ten (10) nor less than
                                 five (5) days prior to the Demand Redemption
                                 Date.

                                 Each bond of 2005 Series C shall be redeemed by
                                 the Company on the Demand Redemption Date
                                 therefor upon surrender thereof by the Note
                                 Indenture Trustee to the Trustee at a
                                 redemption price equal to the principal amount
                                 thereof plus accrued interest thereon at the
                                 rate specified for such bond from the Initial
                                 Interest Accrual Date to the Demand Redemption
                                 Date plus an amount equal to the aggregate
                                 Make-Whole Amount, if any, due and payable on
                                 such Demand Redemption Date on all 5.19% Notes;
                                 provided, however, that in the event of a
                                 receipt by the Trustee of a notice that,
                                 pursuant to Section 602 of the Note Indenture,
                                 the Note Indenture Trustee has terminated
                                 proceedings to enforce any right under the Note
                                 Indenture, then any Redemption Demand shall
                                 thereby be rescinded by the Note Indenture
                                 Trustee,

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

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

FORM OF BONDS OF                 SECTION 5. The bonds of 2005 Series C
2005 SERIES C.                   (including the reverse thereof) and the form of
                                 Trustee's Certificate to be endorsed on such
                                 bonds shall be substantially in the following
                                 forms, respectively:

                                            THE DETROIT EDISON COMPANY
                                       GENERAL AND REFUNDING MORTGAGE BOND
                                                  2005 SERIES C

                                 Notwithstanding any provisions hereof or in the
                                 Indenture, this bond is not assignable or
                                 transferable except as may be required to
                                 effect a transfer to any successor trustee
                                 under the Collateral Trust Indenture, dated as
                                 of June 30, 1993, as amended, and as further
                                 supplemented as of September 15, 2005, between
                                 The Detroit Edison Company and J.P. Morgan
                                 Trust Company, National Association, as Note
                                 Indenture Trustee, or, subject to compliance
                                 with applicable law, as may be involved in the
                                 course of the exercise of rights and remedies
                                 consequent upon an Event of Default under said
                                 Indenture.

                                    $_________________________ No. R- __________

                                 THE DETROIT EDISON COMPANY (hereinafter called
                                 the "Company"), a corporation of the State of
                                 Michigan, for value received, hereby promises
                                 to pay to J.P. Morgan Trust Company, National
                                 Association, as Note Indenture Trustee, or
                                 registered assigns, at the Company's office or
                                 agency in the Borough of Manhattan, the City
                                 and State of New York, the principal sum of
                                 ____________________ Dollars ($__________) in
                                 lawful money of the United States of America on
                                 October 1, 2023 (subject to earlier redemption
                                 or release) and interest thereon at the rate of
                                 5.19% per annum, in like lawful money, from
                                 September 29, 2005, and after the first payment
                                 of interest on bonds of this Series has been
                                 made or otherwise provided for, from the most
                                 recent date to which interest has been paid or
                                 otherwise provided for, semi-annually on April
                                 1 and October 1 of each year (commencing April
                                 1, 2006), until the Company's obligation with
                                 respect to payment of said principal shall have
                                 been discharged, all as provided, to the extent
                                 and in the manner specified in the Indenture
                                 hereinafter mentioned and in the supplemental
                                 indenture pursuant to which this bond has been
                                 issued. In addition to the payment of principal
                                 and interest on bonds of this Series, in the
                                 event any Make-Whole Amount (as defined in the
                                 Note Indenture hereinafter referred to) shall
                                 be required to be paid by the Company on the
                                 5.19% Notes, there shall be due and payable on
                                 the bonds of this Series an additional amount
                                 equal to such Make-Whole Amount which shall be
                                 paid by the Company in the amounts and on the
                                 dates required for the payment of any such
                                 amounts under the Note Indenture.

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

as further supplemented as of September 15,
2005 (hereinafter called the "Note Indenture"),
between the Company and J.P. Morgan Trust
Company, National Association, as trustee
(hereinafter called the "Note Indenture
Trustee"), the Company has issued its 2005
Series C 5.19% Senior Notes due October 1, 2023
(the "Notes"). This bond was originally issued
to the Note Indenture Trustee so as to secure
the payment of the Notes. Payments of principal
of, or Make-Whole Amount (as defined in the
Note Indenture), if any, or interest on, the
Notes shall constitute like payments on this
bond as further provided herein and in the
supplemental indenture pursuant to which this
bond has been issued.

Reference is hereby made to such further
provisions of this bond set forth on the
reverse hereof and such provisions shall for
all purposes have the same effect as though set
forth in this place.

This bond shall not be valid or become
obligatory for any purpose until J.P. Morgan
Trust Company, National Association, the
Trustee under the Indenture, or its successor
thereunder, shall have signed the form of
certificate endorsed hereon.

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

Dated: _________

THE DETROIT EDISON COMPANY

By:

Name:
Title:

[Corporate Seal]

Attest:

By:

Name:
Title:

[FORM OF TRUSTEE'S CERTIFICATE]

FORM OF TRUSTEE'S CERTIFICATE.   This bond is one of the bonds, of the series
                                 designated therein, described in the
                                 within-mentioned Indenture.

J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION as Trustee

By:

Name:
Title:

Attest:

By:

Name:
Title:

[FORM OF REVERSE OF BOND]

FORM OF REVERSE OF BOND          This bond is one of an authorized issue of
                                 bonds of the Company, unlimited as to amount
                                 except as provided in the Indenture hereinafter
                                 mentioned or any indentures supplemental
                                 thereto, and is one of a series of General and
                                 Refunding Mortgage Bonds known as 2005 Series
                                 C, limited to an aggregate principal amount of
                                 $100,000,000, except as otherwise provided in
                                 the Indenture hereinafter mentioned. This bond
                                 and all other bonds of said series are issued
                                 and to be issued under, and are all equally and
                                 ratably secured (except insofar as any sinking,
                                 amortization, improvement or analogous fund,
                                 established in accordance with the provisions
                                 of the Indenture hereinafter mentioned, may
                                 afford additional security for the bonds of any
                                 particular series and except as provided in
                                 Section 3 of Article VI of said Indenture) by
                                 an Indenture, dated as of October 1, 1924, duly
                                 executed by the Company to J.P. Morgan Trust
                                 Company, National Association, as successor in
                                 interest to Bank One, National Association, as
                                 Trustee, to which Indenture and all indentures
                                 supplemental thereto (including the
                                 Supplemental Indenture dated as of September
                                 15, 2005) 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 September 15, 2005, are hereinafter
                                 collectively called the "Indenture"). As
                                 provided in the Indenture, said bonds may be
                                 for various principal sums and are issuable in
                                 series, which may mature at different times,
                                 may bear interest at different rates and may
                                 otherwise vary as in said Indenture provided.
                                 With the consent of the Company and to the
                                 extent permitted by and as provided in the
                                 Indenture, the rights and obligations of the
                                 Company and of the holders of the bonds and the
                                 terms and provisions of the Indenture, or of
                                 any indenture supplemental thereto, may be
                                 modified or altered in certain respects by
                                 affirmative vote of at least eighty-five
                                 percent (85%) in amount of the bonds then
                                 outstanding, and, if the rights of one or more,
                                 but less than all, series of bonds then
                                 outstanding are to be affected by the action
                                 proposed to be taken, then also by affirmative
                                 vote of at least eighty-five percent (85%) in
                                 amount of the series of bonds so to be affected
                                 (excluding in every instance bonds disqualified
                                 from voting by reason of the Company's interest
                                 therein as specified in the Indenture);
                                 provided, however, that, without the consent of
                                 the holder hereof, no such modification or
                                 alteration shall, among other things, affect
                                 the terms of payment of the principal of or the
                                 interest on this bond, which in those respects
                                 is unconditional.

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

Notes.

Under the Indenture, funds may be deposited
with the Trustee (which shall have become
available for payment), in advance of the
redemption date of any of the bonds of 2005
Series C (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 case an event of default, as defined in the
Indenture, shall occur, the principal of all
the bonds issued thereunder may become or be
declared due and payable, in the manner, with
the effect and subject to the conditions
provided in the Indenture.

Upon payment of the principal of, or Make-Whole
Amount, if any, or interest on, the Notes,
whether at maturity or prior to maturity by
redemption or otherwise or upon provision for
the payment thereof having been made in
accordance with Article V of the Note
Indenture, bonds of 2005 Series C in a
principal amount equal to the principal amount
of such Notes, and having both a corresponding
maturity date and interest rate shall, to the
extent of such payment of principal, Make-Whole
Amount or interest, be deemed fully paid and
the obligation of the Company thereunder to
make such payment shall forthwith cease and be
discharged, and, in the case of the payment of
principal and Make-Whole Amount, if any, such
bonds of said series shall be surrendered for
cancellation or presented for appropriate
notation to the Trustee.

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

From and after the Release Date (as defined in
the Note Indenture), the bonds of 2005 Series C
shall be deemed fully paid, satisfied and
discharged and the obligation of the Company
thereunder shall be terminated. On the Release
Date, the bonds of 2005 Series C shall be
surrendered to and cancelled by the Trustee.
The Company covenants and agrees that, prior to
the Release Date, it will not take any action
that would cause the outstanding principal
amount of

                                       the bond of 2005 Series C to be less than
                                       the then outstanding principal amount of
                                       the Notes.

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

                                    PART II.

                            RECORDING AND FILING DATA

RECORDING AND FILING OF ORIGINAL       The Original Indenture and indentures
INDENTURE.                             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   Pursuant to the terms and provisions of
INDENTURES.                            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, as
                                       set forth in supplemental indentures as
                                       follows:

SUPPLEMENTAL INDENTURE                                                                    RECORDED AND/OR FILED AS SET FORTH IN
DATED AS OF                     PURPOSE OF SUPPLEMENTAL INDENTURE                         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

SUPPLEMENTAL INDENTURE                                                                    RECORDED AND/OR FILED AS SET FORTH IN
DATED AS OF                     PURPOSE OF SUPPLEMENTAL INDENTURE                         SUPPLEMENTAL INDENTURE DATED AS OF
----------------------          ---------------------------------                         -------------------------------------
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         November 15, 1951
                                Provisions
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          January 15, 1953
                                Properties
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          June 1, 1959
                                Properties
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          October 1, 1968
                                Properties
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 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

SUPPLEMENTAL INDENTURE RECORDED AND/OR FILED AS SET FORTH IN
DATED AS OF PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF
---------------------- --------------------------------- -------------------------------------
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, June 15, 1977
Series KKP Nos. 1-7 Bonds and Series LLP Nos. 1-7 Bonds
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 June 1, 1978
Bonds and Subject Properties
June 1, 1978................. Series PP Bonds, Series QQP Nos. 1-9 Bonds and Subject October 15, 1978
Properties
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 September 1, 1979
and Series TTP Nos. 1-15 Bonds and Subject Properties
September 1, 1979............ Series JJP No. 8 Bonds, Series KKP No. 8 Bonds, Series September 15, 1979
LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series
OOP No. 18 Bonds and Subject Properties
September 15, 1979........... Series UU Bonds January 1, 1980
January 1, 1980.............. 1980 Series A Bonds and Subject Properties April 1, 1980
April 1, 1980................ 1980 Series B Bonds August 15, 1980

SUPPLEMENTAL INDENTURE                                                                    RECORDED AND/OR FILED AS SET FORTH IN
DATED AS OF                     PURPOSE OF SUPPLEMENTAL INDENTURE                         SUPPLEMENTAL INDENTURE DATED AS OF
----------------------          ---------------------------------                         -------------------------------------
August 15, 1980..............   Series QQP Nos. 10-19 Bonds, 1980 Series CP Nos. 1-12     August 1, 1981
                                Bonds and 1980 Series DP No. 1-11 Bonds and Subject
                                Properties
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 and Subject Properties          June 1, 1983
June 1, 1983.................   1981 Series AP Nos. 15-16 and Subject Properties          October 1, 1984
October 1, 1984..............   1984 Series AP and 1984 Series BP Bonds and Subject       May 1, 1985
                                Properties
May 1, 1985..................   1985 Series A Bonds                                       May 15, 1985
May 15, 1985.................   1985 Series B Bonds and Subject Properties                October 15, 1985
October 15, 1985.............   Series KKP No. 9 Bonds and Subject Properties             April 1, 1986
April 1, 1986................   1986 Series A and Subject Properties                      August 15, 1986
August 15, 1986..............   1986 Series B and Subject Properties                      November 30, 1986
November 30, 1986............   1986 Series C                                             January 31, 1987
January 31, 1987.............   1987 Series A                                             April 1, 1987
April 1, 1987................   1987 Series B and 1987 Series C                           August 15, 1987
August 15, 1987..............   1987 Series D and 1987 Series E and Subject Properties    November 30, 1987
November 30, 1987............   1987 Series F                                             June 15, 1989
June 15, 1989................   1989 Series A                                             July 15, 1989
July 15, 1989................   Series KKP No. 10                                         December 1, 1989
December 1, 1989.............   Series KKP No. 11 and 1989 Series BP                      February 15, 1990
February 15, 1990............   1990 Series A, 1990 Series B, 1990 Series C, 1990         November 1, 1990
                                Series D, 1990 Series E and 1990 Series F
November 1, 1990.............   Series KKP No. 12                                         April 1, 1991
April 1, 1991................   1991 Series AP                                            May 1, 1991
May 1, 1991..................   1991 Series BP and 1991 Series CP                         May 15, 1991
May 15, 1991.................   1991 Series DP                                            September 1, 1991
September 1, 1991............   1991 Series EP                                            November 1, 1991
November 1, 1991.............   1991 Series FP                                            January 15, 1992
January 15, 1992.............   1992 Series BP                                            February 29, 1992 and April 15, 1992
February 29, 1992............   1992 Series AP                                            April 15, 1992

SUPPLEMENTAL INDENTURE                                                                    RECORDED AND/OR FILED AS SET FORTH IN
DATED AS OF                     PURPOSE OF SUPPLEMENTAL INDENTURE                         SUPPLEMENTAL INDENTURE DATED AS OF
----------------------          ---------------------------------                         -------------------------------------
April 15, 1992...............   Series KKP No. 13                                         July 15, 1992
July 15, 1992................   1992 Series CP                                            November 30, 1992
July 31, 1992................   1992 Series D                                             November 30, 1992
November 30, 1992............   1992 Series E and 1993 Series D                           March 15, 1993
December 15, 1992............   Series KKP No. 14 and 1989 Series BP No. 2                March 15, 1993
January 1, 1993..............   1993 Series C                                             April 1, 1993
March 1, 1993................   1993 Series E                                             June 30, 1993
March 15, 1993...............   1993 Series D                                             September 15, 1993
April 1, 1993................   1993 Series FP and 1993 Series IP                         September 15, 1993
April 26, 1993...............   1993 Series G and Amendment of Article II, Section 5      September 15, 1993
May 31, 1993.................   1993 Series J                                             September 15, 1993
September 15, 1993...........   1993 Series K                                             March 1, 1994
March 1, 1994................   1994 Series AP                                            June 15, 1994
June 15, 1994................   1994 Series BP                                            December 1, 1994
August 15, 1994..............   1994 Series C                                             December 1, 1994
December 1, 1994.............   Series KKP No. 15 and 1994 Series DP                      August 1, 1995
August 1, 1995...............   1995 Series AP and 1995 Series DP                         August 1, 1999

(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.

RECORDING AND FILING OF SUPPLEMENTAL   Further, pursuant to the terms and
INDENTURE DATED AS OF FEBRUARY 1,      provisions of the Original Indenture, a
2005.                                  Supplemental Indenture dated as of
                                       February 1, 2005 providing for the terms
                                       of bonds to be issued thereunder of 2005
                                       Series A and 2005 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
                                       February 23, 2005 (Filing No.
                                       2005036247-6), has been filed and
                                       recorded in the Office of the Surface
                                       Transportation Board (Recordation No.
                                       5485-HHHHH) on February 18, 2005, and has
                                       been recorded as a real estate mortgage
                                       in the offices of the respective Register
                                       of Deeds of certain counties in the State
                                       of Michigan, as follows:

                                           LIBER/
COUNTY                          RECORDED   INSTRUMENT NO.    PAGE
------                          --------   --------------    ----
Genesee......................   2/15/05    200502150014717   N/A
Huron........................   2/7/05     1093              705
Ingham.......................   2/8/05     3150              1158

                           LIBER/
    COUNTY      RECORDED   INSTRUMENT NO.   PAGE
    ------      --------   --------------   ----
Lapeer.......   2/7/05     2006             706
Lenawee......   2/7/05     2290             824
Livingston...   2/7/05     Not available    Not available
Macomb.......   2/11/05    16388            602
Mason........   2/7/05     569              621
Monroe.......   2/7/05     2873             984
Oakland......   2/4/05     34917            695
St. Clair....   2/7/05     3277             142
Sanilac......   2/8/05     874              384
Tuscola......   2/9/05     1027             90
Washtenaw....   2/9/05     4457             272
Wayne........   2/8/05     42154            235

RECORDING OF CERTIFICATES OF     All the bonds of Series A which were issued
PROVISION FOR PAYMENT.           under the Original Indenture dated as of
                                 October 1, 1924, and of Series B, C, D, E, F,
                                 G, H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z,
                                 AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP
                                 Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP
                                 Nos. 1-9, LLP Nos. 1-15, NNP Nos. 1-21, OOP
                                 Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU,
                                 1980 Series A, 1980 Series CP Nos. 1-25, 1980
                                 Series DP Nos. 1-11, 1981 Series AP Nos. 1-16,
                                 1984 Series AP, 1984 Series BP, 1985 Series A,
                                 1985 Series B, 1987 Series A, PP, RR, EE, MMP,
                                 MMP No. 2, 1989 Series A, 1990 Series A, 1993
                                 Series D, 1993 Series G and 1993 Series H which
                                 were issued under Supplemental Indentures dated
                                 as of, respectively, June 1, 1925, August 1,
                                 1927, February 1, 1931, October 1, 1932,
                                 September 25, 1935, September 1, 1936, December
                                 1, 1940, September 1, 1947, November 15, 1951,
                                 January 15, 1953, May 1, 1953, March 15, 1954,
                                 May 15, 1955, August 15, 1957, December 15,
                                 1970, November 15, 1971, January 15, 1973, May
                                 1, 1974, October 1, 1974, January 15, 1975,
                                 November 1, 1975, February 1, 1976, June 15,
                                 1976, July 15, 1976, October 1, 1977, March 1,
                                 1977, July 1, 1979, March 1, 1977, March 1,
                                 1977, March 1, 1977, September 1, 1979, July 1,
                                 1977, July 1, 1979, September 15, 1979, October
                                 1, 1977, June 1, 1978, October 1, 1977, July 1,
                                 1979, January 1, 1980, August 15, 1980,
                                 November 1, 1981, October 1, 1984 May 1, 1985,
                                 May 15, 1985, January 31, 1987, June 1, 1978,
                                 October 15, 1978, December 15, 1975, February
                                 15, 1977, September 1, 1979, June 15, 1989,
                                 February 15, 1990, March 15, 1993, April 26,
                                 1992 and September 15, 1992 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          The Trustee hereby accepts the trust hereby
ACCEPTANCE OF TRUST BY           declared and provided, and agrees to perform
TRUSTEE.                         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)   Except to the extent specifically provided
OF TRUST INDENTURE ACT.          therein, no provision of this Supplemental
                                 Indenture or any future supplemental indenture
                                 is intended to modify, and the parties do
                                 hereby adopt and confirm, the provisions of
                                 Section 318(c) of the Trust Indenture Act which
                                 amend and supersede provisions of the Indenture
                                 in effect prior to November 15, 1990.

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

TESTIMONIUM.                     IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY
                                 AND J.P. MORGAN TRUST COMPANY, NATIONAL
                                 ASSOCIATION HAVE CAUSED THESE PRESENTS TO BE
                                 SIGNED IN THEIR RESPECTIVE CORPORATE NAMES BY
                                 THEIR RESPECTIVE CHAIRMEN OF THE BOARD,
                                 PRESIDENTS, VICE PRESIDENTS, ASSISTANT VICE
                                 PRESIDENTS, TREASURERS OR ASSISTANT TREASURERS
                                 AND IMPRESSED WITH THEIR RESPECTIVE CORPORATE
                                 SEALS, ATTESTED BY THEIR RESPECTIVE SECRETARIES
                                 OR ASSISTANT SECRETARIES, ALL AS OF THE DAY AND
                                 YEAR FIRST ABOVE WRITTEN.

EXECUTION BY COMPANY.                   THE DETROIT EDISON COMPANY


                                        By: /s/ Paul A. Stadnikia
                                            ------------------------------------
(Corporate Seal)                            Name: Paul A. Stadnikia
                                            Title: Assistant Treasurer


                                        Attest:


                                        By: /s/ Sandra K. Ennis
                                            ------------------------------------
                                            Name: Sandra K. Ennis
                                            Title: Corporate Secretary


                                        Signed, sealed and delivered by
                                        THE DETROIT EDISON COMPANY
                                        in the presence of


                                            /s/ Anthony G. Morrow
                                            ------------------------------------
                                            Name: Anthony G. Morrow


                                            /s/ Stephanie V. Washio
                                            ------------------------------------
                                            Name: Stephanie V. Washio


                                       26

                                 STATE OF MICHIGAN )
                                                   ) SS
                                 COUNTY OF WAYNE   )

ACKNOWLEDGMENT OF EXECUTION      On this 26th day of September 2005, before me,
BY COMPANY.                      the subscriber, a Notary Public within and for
                                 the County of Macomb, in the State of Michigan,
                                 acting in the County of Wayne, personally
                                 appeared Paul A. Stadnikia, to me personally
                                 known, who, being by me duly sworn, did say
                                 that he does business at 2000 2nd Avenue,
                                 Detroit, Michigan 48226 and is the Assistant
                                 Treasurer of THE DETROIT EDISON COMPANY, one of
                                 the corporations described in and which
                                 executed the foregoing instrument; that he
                                 knows the corporate seal of the said
                                 corporation and that the seal affixed to said
                                 instrument is the corporate seal of said
                                 corporation; and that said instrument was
                                 signed and sealed in behalf of said corporation
                                 by authority of its Board of Directors and that
                                 he subscribed his name thereto by like
                                 authority; and said Paul A. Stadnikia
                                 acknowledged said instrument to be the free act
                                 and deed of said corporation.

(Notarial Seal)                             /s/ Karyn Beth Teal
                                            ------------------------------------
                                            Karyn Beth Teal, Notary Public
                                            County of Macomb, State of Michigan
                                            My Commission Expires: July 21, 2011
                                            Acting in County of Wayne

EXECUTION BY TRUSTEE.                   J.P. MORGAN TRUST COMPANY,
                                        NATIONAL ASSOCIATION


                                        By: /s/ J. Michael Banas
                                            --------------------------------
(Corporate Seal)                            Name: J. Michael Banas
                                            Title: Vice President


                                        Attest:


                                        By: /s/ Alexis M. Johnson
                                            ------------------------------------
                                            Name: Alexis M. Johnson
                                            Title: Authorized Officer


                                        Signed, sealed and delivered by
                                        J.P. MORGAN TRUST COMPANY,
                                        NATIONAL ASSOCIATION
                                        in the presence of


                                            /s/ Timothy J. Maloche
                                            ------------------------------------
                                            Name: Timothy J. Maloche


                                            /s/ Jaileah X. Huddleston
                                            ------------------------------------
                                            Name: Jaileah X. Huddleston


                                       28

                                 STATE OF MICHIGAN )
                                                   ) SS
                                 COUNTY OF WAYNE   )

ACKNOWLEDGMENT OF EXECUTION BY   On this 27th day of September 2005, before me,
TRUSTEE.                         the subscriber, a Notary Public within and for
                                 the County of Macomb, in the State of Michigan,
                                 acting in the County of Wayne, personally
                                 appeared J. Michael Banas, to me personally
                                 known, who, being by me duly sworn, did say
                                 that his business office is located at 611
                                 Woodward Avenue, Detroit, Michigan 48226, and
                                 he is Vice President of J.P. MORGAN TRUST
                                 COMPANY, NATIONAL ASSOCIATION, one of the
                                 corporations described in and which executed
                                 the foregoing instrument; that he knows the
                                 corporate seal of the said corporation and that
                                 the seal affixed to said instrument is the
                                 corporate seal of said corporation; and that
                                 said instrument was signed and sealed in behalf
                                 of said corporation by authority of its Board
                                 of Directors and that he subscribed his name
                                 thereto by like authority; and said J. Michael
                                 Banas acknowledged said instrument to be the
                                 free act and deed of said corporation.

(Notarial Seal)                             /s/ Karyn Beth Teal
                                            ------------------------------------
                                            Karyn Beth Teal, Notary Public
                                            County of Macomb, State of Michigan
                                            My Commission Expires: July 21, 2011
                                            Acting in County of Wayne

STATE OF MICHIGAN )
) SS
COUNTY OF WAYNE )

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

                                            /s/ Paul A. Stadnikia
                                            ------------------------------------
                                            Name: Paul A. Stadnikia
                                            Title: Assistant Treasurer
                                            The Detroit Edison Company

                                            Sworn to before me this 26th day of
                                            September 2005


(Notarial Seal)                             /s/ Karyn Beth Teal
                                            ------------------------------------
                                            Karyn Beth Teal, Notary Public
                                            County of Macomb, State of Michigan
                                            My Commission Expires: July 21, 2011
                                            Acting in County of Wayne

This instrument was drafted by:

J. Richard Fisher, Jr., Esq.
Chapman and Cutler LLP
111 W. Monroe, 14th Floor
Chicago, IL 60603

When recorded return to:
Stephanie V. Washio
2000 2nd Avenue
688 WCB
Detroit, Michigan 48226

EXHIBIT 10.1

THE DETROIT EDISON COMPANY

Re:First Amendment to Note Purchase Agreement dated as of July 22, 2005

Dated as of September 29, 2005

To the institutional investors (the "Purchasers") Named in Schedule A to the hereinafter
described Note Purchase Agreement

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement dated as of July 22, 2005 (the "Note Purchase Agreement") between the Company and each of you under and pursuant to which the Company has issued and sold $100,000,000 aggregate principal amount of 2005 Series C 5.19% Senior Notes due October 1, 2023 (the "Notes") on the date hereof. Terms used but not otherwise defined herein shall have the same meaning as ascribed to such terms in the Note Purchase Agreement.

At the time of execution of the Note Purchase Agreement, the Company and the Purchasers expected that the Notes would be issued pursuant to a Seventeenth Supplemental Indenture which is attached as Exhibit A to the Note Purchase Agreement. Subsequent to the execution and delivery of the Note Purchase Agreement, the Company issued a series of notes pursuant to a Seventeenth Supplemental Indenture. Accordingly, the Notes will be issued pursuant to an Eighteenth Supplemental Indenture. The parties hereto agree that all references to the "Seventeenth Supplemental Indenture" in the Note Purchase Agreement and in the Seventeenth Supplemental Indenture attached as Exhibit A to the Note Purchase Agreement shall be amended to refer to the "Eighteenth Supplemental Indenture".

Except as expressly set forth above, the parties agree that the Note Purchase Agreement is hereby ratified and confirmed in all respects and shall remain in full force and effect.

This Amendment shall be binding upon the (i) the Company and its successors, and (ii) the Purchasers and their successors and assigns, including each successive holder or holders of any Note.

This Amendment shall be effective as of the date first written above upon the execution of this Amendment by the Company and each Purchaser.

This Amendment may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

Remainder of Page Intentionally Left Blank

-2-

IN WITNESS WHEREOF, the Company has executed this Amendment as of the day and year first above written.

THE DETROIT EDISON COMPANY

By /s/ Paul A. Stadnikia
   --------------------------
    Name: Paul A. Stadnikia
    Its: Assistant Treasurer

-3-