EXHIBIT 4-247

THE DETROIT EDISON COMPANY
AND
J.P. Morgan Trust COMPANY, NATIONAL ASSOCIATION,
TRUSTEE

NINETEENTH SUPPLEMENTAL INDENTURE

DATED AS OF SEPTEMBER 30, 2005

SUPPLEMENTING THE COLLATERAL TRUST INDENTURE
DATED AS OF JUNE 30, 1993
PROVIDING FOR
2005 Series E 5.70% SENIOR NOTES DUE 2037

SUPPLEMENTAL INDENTURE, dated as of the 30th 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 Nineteenth 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 E 5.70% Senior Notes due 2037.

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 Nineteenth Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;

NOW, THEREFORE, THIS NINETEENTH 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 Nineteenth 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.

"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 October 6, 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.

"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.

"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.

"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 Nineteenth Supplemental Indenture shall, unless the context otherwise requires, refer to this Nineteenth Supplemental Indenture.

ARTICLE TWO

TITLE AND TERMS OF THE SECURITIES

SECTION 2.01. Title of the Securities; Stated Maturity. This Nineteenth Supplemental Indenture hereby establishes a series of Securities, which shall be known as the Company's "2005

Series E 5.70% Senior Notes due 2037" (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, 2037.

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 Nineteenth 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; DTC

(a) The aggregate principal amount of Notes that may be issued under this Nineteenth Supplemental Indenture is limited to $250,000,000 (except as provided in Section 301(2) of the Original Indenture); provided that the Company may, without the consent of the Holders of the Outstanding Notes, "reopen" the series of the Notes so as to increase the aggregate principal amount of the Notes Outstanding in compliance with the procedures set forth in the Original Indenture, including Section 301 and Section 303 thereof, so long as any such additional Notes have the same terms, conditions and CUSIP number (including, without limitation, rights to security and to receive accrued and unpaid interest) as the Notes then Outstanding. No additional Notes may be issued if an Event of Default has occurred with respect to the Notes. The Notes shall be issuable only in fully registered form and, as permitted by Section 301 and
Section 302 of

the Original Indenture, in denominations of $1,000 and integral multiples thereof. The Notes will initially be issued in global form (the "Global Securities") under a book-entry system, registered in the name of The Depository Trust Company, as depository ("DTC"), or its nominee, which is hereby designated as "Depository" under the Indenture.

(b) If (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, and, in either such case, the Company does not appoint a successor Depository within 90 days thereafter, or (ii) there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, certificates for the Notes will be registered and delivered to the Holders of record. Upon receipt of a withdrawal request from the Company, the Depository will notify its participants of the receipt of a withdrawal request from the Company, notifying participants that they may utilize the Depository's withdrawal procedures if they wish to withdraw their securities from the Depository. To the extent that the book-entry system is discontinued or, if the Company fails to appoint a successor Depository, certificates for the Notes will be registered and delivered to the Holders of record.

SECTION 2.04. Certain Terms of the Notes.

(a) The Notes shall bear interest at the rate of 5.70% 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 premium and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum during such overdue period. Interest on the Notes will be payable semi-annually in arrears on April 1 and October 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 either be paid to the person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice

as may be required by such exchange, all as more fully provided in the Original Indenture. The principal of, and premium, if any, and the interest on the Notes shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City of New York, in any coin or currency of the United States of America 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 the Notes are Global Securities and are held in book-entry form through the facilities of the Depository, payments on the Notes will be made to the Depository or its nominee in accordance with arrangements then in effect between the Trustee and the Depository.

(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 Notes, 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 Notes attached hereto as Exhibit A (which is incorporated by reference in and made a part of this Nineteenth Supplemental Indenture as if set forth in full at this place).

SECTION 2.06. Form of Notes. Attached hereto as Exhibit A is the form of the Notes. If the Company elects to have the Notes secured by Substitute Mortgage Bonds on and after the Release Date, the terms of the 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 premium, if any, by a series of Mortgage Bonds (the "General and Refunding Mortgage Bonds, 2005 Series E", 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 30, 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 Nineteenth 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 premium, if any, on the Notes when and as the same shall become due and payable in accordance with the terms and provisions of the Indenture or the 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 the Notes when and as the same shall become due and payable in accordance with the terms and provisions of this Indenture or the Notes including, if and to the extent provided for in the 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 premium, 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 premium, 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 Nineteenth 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 premium, 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 Nineteenth 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 Nineteenth 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 Nineteenth Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

This Nineteenth 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 Nineteenth 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

ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO. R-___                                                          $____________
CUSIP ____________

THE DETROIT EDISON COMPANY

2005 Series E 5.70% SENIOR NOTES DUE 2037

Principal Amount: $250,000,000

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: October 6, 2005

Stated Maturity: October 1, 2037

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

Interest Rate: 5.70% 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 Cede & Co. 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, 2037 (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 premium and on any overdue 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, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes of this series shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.

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 premium, 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, premium, 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, premium, 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 of, premium, if any, and interest on Notes represented by a Global Security shall be made by wire transfer of immediately available funds to the Holder of such Global Security, provided that, in the case of payments of principal and premium, if any, such Global Security is first surrendered to the Paying Agent (as defined in the Indenture). If any of the Notes of this series are no longer represented by a Global Security, (i) payments of principal, premium, if any, and interest due at the Stated Maturity or earlier redemption of such Securities 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.

UNTIL THE RELEASE DATE (AS DEFINED BELOW), THIS NOTE SHALL BE SECURED BY GENERAL AND REFUNDING MORTGAGE BONDS, 2005 SERIES E (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 30, 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 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 J.P. Morgan Trust Company, National Association (successor to Bank One, National Association), as Trustee (herein referred to as the "Trustee"), as supplemented through and including a Nineteenth Supplemental Indenture dated as of September 30, 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 the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of this Note to be redeemed (not including any portion of any payments of interest accrued to the Optional Redemption Date) until Stated Maturity, in each case discounted from their respective scheduled payment dates to such Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 30 basis points, as determined by the Reference Treasury Dealer (as defined below), 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.

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

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

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

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

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

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

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 in a manner it deems fair and appropriate in accordance with the terms of the Indenture.

In the event of redemption of this Note in part only, a new Note or Notes 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.

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 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 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 Note 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 Note 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. This Global Security is exchangeable for Notes in definitive form only under certain limited circumstances set forth in the Indenture. 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.

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

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]

Title:

ATTEST:

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

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

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

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.

EXHIBIT 4-248

INDENTURE

DATED AS OF SEPTEMBER 30, 2005

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

TO

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 E

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 E...................................................................10
      Further Assurance...........................................................................10
      Authorization of Supplemental Indenture.....................................................10
      Consideration for Supplemental Indenture....................................................11
PART I.  CREATION OF THREE HUNDRED FORTY-FIFTH SERIES OF BONDS, GENERAL AND
         REFUNDING MORTGAGE BONDS, 2005 SERIES E..................................................11
      Sec. 1. Terms of Bonds of 2005 Series E.....................................................11
      Sec. 2. Release.............................................................................13
      Sec. 3. Redemption of Bonds of 2005 Series E................................................13
      Sec. 4. Redemption of Bonds of 2005 Series E in Event of Acceleration of Notes..............14
      Sec. 5. Form of Bonds of 2005 Series E......................................................14
              Form of Trustee's Certificate.......................................................16
              Form of Reverse of Bond.............................................................16
PART II. RECORDING AND FILING DATA................................................................18
      Recording and Filing of Original Indenture..................................................18
      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..........................................23
PART III. THE TRUSTEE.............................................................................24
      Terms and Conditions of Acceptance of Trust by Trustee......................................24
PART IV. MISCELLANEOUS............................................................................24
      Confirmation of Section 318(c) of Trust Indenture Act.......................................24
      Execution in Counterparts...................................................................24
      Testimonium.................................................................................24
      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

PARTIES.          SUPPLEMENTAL INDENTURE, dated as of the 30th 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          WHEREAS, the Company has heretofore executed and delivered its
INDENTURE AND     Mortgage and Deed of Trust (hereinafter referred to as the
SUPPLEMENTALS     "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, August 1, 2005, and September 15, 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    WHEREAS, the Indenture provides that said bonds shall be
UNDER             issuable in one or more series, and makes provision that the
INDENTURE.        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             WHEREAS, bonds in the principal amount of Eleven billion eight
HERETOFORE        hundred forty-two million five hundred seventy-three thousand
ISSUED.           dollars ($11,842,573,000) 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,

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

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

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

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;

(313)       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 here heretofore been retired;

(314)       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;

(315)       INTENTIONALLY RESERVED FOR 1990 SERIES E;

(316)       INTENTIONALLY RESERVED FOR 1990 SERIES F;

(317)       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;

(318)       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;

(319)       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;

(320)       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;

(321)       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;

(322)       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;

(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;

      (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; and

      (344)       Bonds of the 2005 Series C in the principal amount of One
                  hundred million dollars ($100,000,000), all of which are
                  outstanding at the date hereof;

                  accordingly, the Company has issued and has presently
                  outstanding Three billion one hundred thirty million, one
                  hundred eighty-two thousand dollars ($3,130,182,000) aggregate
                  principal amount of its General and Refunding Mortgage Bonds
                  (the "Bonds") at the date hereof.

REASON FOR        WHEREAS, the Company intends to issue a series of Notes under
CREATION OF       the Note Indenture herein referred to, and, pursuant to the
NEW SERIES.       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       WHEREAS, for such purpose the Company desires by this
2005 SERIES E.    Supplemental Indenture to create a new series of bonds, to be
                  designated "General and Refunding Mortgage Bonds, 2005 Series
                  E," in the aggregate principal amount of Two hundred fifty
                  million dollars ($250,000,000), to be authenticated and
                  delivered pursuant to Section 8 of Article III of the
                  Indenture; and

FURTHER           WHEREAS, the Original Indenture, by its terms, includes in the
ASSURANCE.        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     WHEREAS, the Company in the exercise of the powers and
OF                authority conferred upon and reserved to it under and by
SUPPLEMENTAL      virtue of the provisions of the Indenture, and pursuant to
INDENTURE.        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     NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit
FOR               Edison Company, in consideration of the premises and of the
SUPPLEMENTAL      covenants contained in the Indenture and of the sum of One
INDENTURE.        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:

TERMS OF          SECTION 1. The Company hereby creates the three hundred
BONDS OF          forty-fifth series of bonds to be issued under and secured by
2005 SERIES E.    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 E"
                  (elsewhere herein referred to as the "bonds of 2005 Series
                  E"). The aggregate principal amount of bonds of 2005 Series E
                  shall be limited to Two hundred fifty million
                  dollars($250,000,000), except as provided in Sections 7 and 13
                  of Article II of the Original Indenture with respect to
                  exchanges and replacements of bonds, and except further that
                  the Company may, without the consent of any holder of the
                  bonds of 2005 Series E, "reopen" the bonds of 2005 Series E so
                  as to increase the aggregate principal amount outstanding to
                  equal the aggregate principal amount of Notes (as defined
                  below) outstanding upon a "reopening" of the series, so long
                  as any additional bonds of 2005 Series E have the same tenor
                  and terms as the bonds of 2005 Series E established hereby.

                  Subject to the release provisions set forth below, each bond
                  of 2005 Series E 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 E
                  5.70% Senior Notes due 2037 (for purposes of this Part I, the
                  "Notes").

                  The bonds of 2005 Series E shall be issued as registered bonds
                  without coupons in denominations of a multiple of $1,000. The
                  bonds of 2005 Series E shall be issued in the aggregate
                  principal amount of $250,000,000, shall mature on October 1,
                  2037 (subject to earlier redemption or release) and shall bear
                  interest at the rate of 5.70% 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.

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

Except as provided herein, each bond of 2005 Series E 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 E, 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 October 6, 2005.

The bonds of 2005 Series E 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 E). Until bonds of 2005 Series E 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 E in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2005 Series E, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2005 Series E, 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 E 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 E, 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 E 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 E 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 E 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 E shall not be assignable or transferable
                  except as may be set forth under Section 405 of the Note
                  Indenture or in the supplemental note indenture relating to
                  the Notes, or, subject to compliance with applicable law, as
                  may be involved in the course of the exercise of rights and
                  remedies consequent upon an Event of Default under the Note
                  Indenture. Any such transfer shall be made upon surrender
                  thereof for cancellation at the office or agency of the
                  Company in the Borough of Manhattan, the City and State of New
                  York, together with a written instrument of transfer (if so
                  required by the Company or by the Trustee) in form approved by
                  the Company duly executed by the holder or by its duly
                  authorized attorney. Bonds of 2005 Series E shall in the same
                  manner be exchangeable for a like aggregate principal amount
                  of bonds of 2005 Series E 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 E during any period of ten (10) days
                  next preceding any redemption date for such bonds.

                  Bonds of 2005 Series E, 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 premium, 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 E in a principal amount
                  equal to the principal amount of such Notes, shall, to the
                  extent of such payment of principal, premium or interest, be
                  deemed fully paid and the obligation of the Company thereunder
                  to make such payment shall forthwith cease and be discharged,
                  and, in the case of the payment of principal and premium, if
                  any, such bonds shall be surrendered for cancellation or
                  presented for appropriate notation to the Trustee.

RELEASE.          SECTION 2. From and after the Release Date (as defined in the
                  Note Indenture), the bonds of 2005 Series E 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 E 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 E to be less than the then outstanding
                  principal amount of the Notes.

REDEMPTION OF     SECTION 3. Bonds of 2005 Series E shall be redeemed on the
BONDS OF 2005     respective dates and in the respective principal amounts which
SERIES E.         correspond to the redemption dates for, and the principal
                  amounts to be redeemed of, the Notes.

                  In the event the Company elects to redeem any 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 E on the same date as it
                  gives notice of redemption of Notes to the Note Indenture
                  Trustee.

REDEMPTION OF     SECTION 4. In the event of an Event of Default under the Note
BONDS OF 2005     Indenture and the acceleration of all Notes, the bonds of 2005
SERIES E IN       Series E shall be redeemable in whole upon receipt by the
EVENT OF          Trustee of a written demand (hereinafter called a "Redemption
ACCELERATION      Demand") from the Note Indenture Trustee stating that there
OF NOTES.         has occurred under the Note Indenture both an Event of Default
                  and a declaration of acceleration of payment of principal,
                  accrued interest and premium, if any, on the Notes, specifying
                  the last date to which interest on the 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 E 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 premium, if any, due and
                  payable on such Demand Redemption Date on all 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              SECTION 5. The bonds of 2005 Series E (including the reverse
OF BONDS OF       thereof) and the form of Trustee's Certificate to be endorsed
2005 SERIES E.    on such bonds shall be substantially in the following forms,

respectively:

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

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 30, 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, 2037 (subject to earlier redemption or release) and interest thereon at the rate of 5.70% per annum, in like lawful money, from October 6, 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.

Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and as further supplemented as of September 30, 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 E 5.70% Senior Notes due 2037 (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 premium, 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: _____________

                                                By:
                                                    ----------------------------
                                                Name:
                                                Title:

                  [Corporate Seal]

                  Attest:

                  By:
                      ------------------------
                  Name:
                  Title:

                         [FORM OF TRUSTEE'S CERTIFICATE]

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

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


                                                By:
                                                    ----------------------------
                                                          Authorized Officer

                            [FORM OF REVERSE OF BOND]

FORM OF           This bond is one of an authorized issue of bonds of the
REVERSE OF        Company, unlimited as to amount except as provided in the
BOND              Indenture hereinafter mentioned or any indentures supplemental
                  thereto, and is one of a series of General and Refunding
                  Mortgage Bonds known as 2005 Series E, limited to an aggregate
                  principal amount of $250,000,000, 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
                  30, 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 30, 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 E (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 premium, 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 E 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, premium or interest, be deemed fully paid and the obligation of the Company thereunder to make such payment shall forthwith cease and be discharged, and,

in the case of the payment of principal and premium, if any, such bonds of said series shall be surrendered for cancellation or presented for appropriate notation to the Trustee.

This bond is not assignable or transferable except as set forth under Section 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 E 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 E 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 E 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.

RECORDING AND     The Original Indenture and indentures supplemental thereto
FILING OF         have been recorded and/or filed and Certificates of Provision
ORIGINAL          for Payment have been recorded as hereinafter set forth.
INDENTURE.
                  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     Pursuant to the terms and provisions of the Original
FILING OF         Indenture, indentures supplemental thereto heretofore entered
SUPPLEMENTAL      into have been Recorded as a real estate mortgage and/or filed
INDENTURES.       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:

                                                                      RECORDED AND/OR FILED AS
                                                                      SET FORTH IN
SUPPLEMENTAL INDENTURE             PURPOSE OF SUPPLEMENTAL            SUPPLEMENTAL
DATED AS OF                        INDENTURE                          INDENTURE DATED AS OF
-------------------------------    -----------------------            -------------------------
June 1, 1925(a)(b).............    Series B Bonds                     February 1, 1940
August 1, 1927(a)(b)...........    Series C Bonds                     February 1, 1940
February 1, 1931(a)(b).........    Series D Bonds                     February 1, 1940
June 1, 1931(a)(b).............    Subject Properties                 February 1, 1940
October 1, 1932(a)(b)..........    Series E Bonds                     February 1, 1940
September 25, 1935(a)(b).......    Series F Bonds                     February 1, 1940
September 1, 1936(a)(b)........    Series G Bonds                     February 1, 1940
November 1, 1936(a)(b).........    Subject Properties                 February 1, 1940
February 1, 1940(a)(b).........    Subject Properties                 September 1, 1947
December 1, 1940(a)(b).........    Series H Bonds and Additional      September 1, 1947
                                   Provisions
September 1, 1947(a)(b)(c).....    Series I Bonds, Subject            November 15, 1951
                                   Properties and Additional
                                   Provisions
March 1, 1950(a)(b)(c).........    Series J Bonds and Additional      November 15, 1951
                                   Provisions
November 15, 1951(a)(b)(c).....    Series K Bonds Additional          January 15, 1953
                                   Provisions and Subject Properties
January 15, 1953(a)(b).........    Series L Bonds                     May 1, 1953
May 1, 1953(a).................    Series M Bonds and Subject         March 15, 1954
                                   Properties
March 15, 1954(a)(c)...........    Series N Bonds and Subject         May 15, 1955
                                   Properties
May 15, 1955(a)(c).............    Series O Bonds and Subject         August 15, 1957
                                   Properties
August 15, 1957(a)(c)..........    Series P Bonds Additional          June 1, 1959
                                   Provisions and Subject Properties
June 1, 1959(a)(c).............    Series Q Bonds and Subject         December 1, 1966
                                   Properties

                                                                      RECORDED AND/OR FILED AS
                                                                      SET FORTH IN
SUPPLEMENTAL INDENTURE             PURPOSE OF SUPPLEMENTAL            SUPPLEMENTAL
DATED AS OF                        INDENTURE                          INDENTURE DATED AS OF
-------------------------------    -----------------------            -------------------------
December 1, 1966(a)(c).........    Series R Bonds Additional          October 1, 1968
                                   Provisions and Subject Properties
October 1, 1968(a)(c)..........    Series S Bonds and Subject         December 1, 1969
                                   Properties
December 1, 1969(a)(c).........    Series T Bonds and Subject         July 1, 1970
                                   Properties
July 1, 1970(c)................    Series U Bonds and Subject         December 15, 1970
                                   Properties
December 15, 1970(c)...........    Series V and Series W Bonds        June 15, 1971
June 15, 1971(c)...............    Series X Bonds and Subject         November 15, 1971
                                   Properties
November 15, 1971(c)...........    Series Y Bonds and Subject         January 15, 1973
                                   Properties
January 15, 1973(c)............    Series Z Bonds and Subject         May 1, 1974
                                   Properties
May 1, 1974....................    Series AA Bonds and Subject        October 1, 1974
                                   Properties
October 1, 1974................    Series BB Bonds and Subject        January 15, 1975
                                   Properties
January 15, 1975...............    Series CC Bonds and Subject        November 1, 1975
                                   Properties
November 1, 1975...............    Series DDP Nos. 1-9 Bonds and      December 15, 1975
                                   Subject Properties
December 15, 1975..............    Series EE Bonds and Subject        February 1, 1976
                                   Properties
February 1, 1976...............    Series FFR Nos. 1-13 Bonds         June 15, 1976
June 15, 1976..................    Series GGP Nos. 1-7 Bonds and      July 15, 1976
                                   Subject Properties
July 15, 1976..................    Series HH Bonds and Subject        February 15, 1977
                                   Properties
February 15, 1977..............    Series MMP Bonds and Subject       March 1, 1977
                                   Properties
March 1, 1977..................    Series IIP Nos. 1-7 Bonds, Series  June 15, 1977
                                   JJP Nos. 1-7 Bonds, Series KKP
                                   Nos. 1-7 Bonds and Series LLP
                                   Nos. 1-7 Bonds
June 15, 1977..................    Series FFR No. 14 Bonds and        July 1, 1977
                                   Subject Properties
July 1, 1977...................    Series NNP Nos. 1-7 Bonds and      October 1, 1977
                                   Subject Properties
October 1, 1977................    Series GGP Nos. 8-22 Bonds and     June 1, 1978
                                   Series OOP Nos. 1-17 Bonds and
                                   Subject Properties

                                                                      RECORDED AND/OR FILED AS
                                                                      SET FORTH IN
SUPPLEMENTAL INDENTURE             PURPOSE OF SUPPLEMENTAL            SUPPLEMENTAL
DATED AS OF                        INDENTURE                          INDENTURE DATED AS OF
-------------------------------    -----------------------            -------------------------
June 1, 1978...................    Series PP Bonds, Series QQP Nos.   October 15, 1978
                                   1-9 Bonds and Subject Properties
October 15, 1978...............    Series RR Bonds and Subject        March 15, 1979
                                   Properties
March 15, 1979.................    Series SS Bonds and Subject        July 1, 1979
                                   Properties
July 1, 1979...................    Series IIP Nos. 8-22 Bonds,        September 1, 1979
                                   Series NNP Nos. 8-21 Bonds and
                                   Series TTP Nos. 1-15 Bonds and
                                   Subject Properties
September 1, 1979..............    Series JJP No. 8 Bonds, Series     September 15, 1979
                                   KKP No. 8 Bonds, Series LLP Nos.
                                   8-15 Bonds, Series MMP No. 2
                                   Bonds and Series OOP No. 18 Bonds
                                   and Subject Properties
September 15, 1979.............    Series UU Bonds                    January 1, 1980
January 1, 1980................    1980 Series A Bonds and Subject    April 1, 1980
                                   Properties
April 1, 1980..................    1980 Series B Bonds                August 15, 1980
August 15, 1980................    Series QQP Nos. 10-19 Bonds, 1980  August 1, 1981
                                   Series CP Nos. 1-12 Bonds and
                                   1980 Series DP No. 1-11 Bonds and
                                   Subject Properties
August 1, 1981.................    1980 Series CP Nos. 13-25 Bonds    November 1, 1981
                                   and Subject Properties
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      June 1, 1983
                                   Subject Properties
June 1, 1983...................    1981 Series AP Nos. 15-16 and      October 1, 1984
                                   Subject Properties
October 1, 1984................    1984 Series AP and 1984 Series BP  May 1, 1985
                                   Bonds and Subject Properties
May 1, 1985....................    1985 Series A Bonds                May 15, 1985
May 15, 1985...................    1985 Series B Bonds and Subject    October 15, 1985
                                   Properties
October 15, 1985...............    Series KKP No. 9 Bonds and         April 1, 1986
                                   Subject Properties
April 1, 1986..................    1986 Series A and Subject          August 15, 1986
                                   Properties
August 15, 1986................    1986 Series B and Subject          November 30, 1986
                                   Properties
November 30, 1986..............    1986 Series C                      January 31, 1987
January 31, 1987...............    1987 Series A                      April 1, 1987

                                                                      RECORDED AND/OR FILED AS
                                                                      SET FORTH IN
SUPPLEMENTAL INDENTURE             PURPOSE OF SUPPLEMENTAL            SUPPLEMENTAL
DATED AS OF                        INDENTURE                          INDENTURE DATED AS OF
-------------------------------    -----------------------            -------------------------
April 1, 1987..................    1987 Series B and 1987 Series C    August 15, 1987
August 15, 1987................    1987 Series D and 1987 Series E    November 30, 1987
                                   and Subject Properties
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  February 15, 1990
                                   BP
February 15, 1990..............    1990 Series A, 1990 Series B,      November 1, 1990
                                   1990 Series C, 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
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  March 15, 1993
                                   BP No. 2
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     September 15, 1993
                                   Article II, Section 5
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  August 1, 1995
                                   DP
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.

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

                  (b) See Supplemental Indenture dated as of May 1, 1953 for
                  Secretary of State of Michigan filing information.

                  (c) See Supplemental Indenture dated as of May 1, 1974 for
                  County of Genesee, Michigan recording and filing information.



RECORDING AND     Further, pursuant to the terms and provisions of the Original
FILING OF         Indenture, a Supplemental Indenture dated as of February 1,
SUPPLEMENTAL      2005 providing for the terms of bonds to be issued thereunder
INDENTURE         of 2005 Series A and 2005 Series B has heretofore been entered
DATED AS OF       into between the Company and the Trustee and has been filed in
FEBRUARY 1,       the Office of the Secretary of State of Michigan as a
2005.             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
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      All the bonds of Series A which were issued under the Original
CERTIFICATES OF   Indenture dated as of October 1, 1924, and of Series B, C, D,
PROVISION FOR     E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z, AA, BB,
PAYMENT.          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.

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

CONFIRMATION      Except to the extent specifically provided therein, no
OF SECTION        provision of this Supplemental Indenture or any future
318(c) OF TRUST   supplemental indenture is intended to modify, and the parties
INDENTURE ACT.    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      THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN
COUNTERPARTS.     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                           THE DETROIT EDISON COMPANY
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/ Jaileah X. Huddleston
------------------------------
Name: Jaileah X. Huddleston

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

                  STATE OF MICHIGAN            )
                                               ) SS
                  COUNTY OF WAYNE              )

ACKNOWLEDG-       On this 4th day of October 2005, before me, the subscriber, a
MENT OF           Notary Public within and for the County of Macomb, in the
EXECUTION BY      State of Michigan, acting in the County of Wayne, personally
COMPANY.          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/ Nancy Jo Wilk-Stasyk
                  ------------------------------------
                  Nancy Jo Wilk-Stasyk, Notary Public
                  County of Macomb, State of Michigan
                  My Commission Expires: March 19, 2011
                  Acting in County of Wayne

EXECUTION BY                                 J.P. MORGAN TRUST COMPANY,
TRUSTEE.                                     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/ Anthony G. Morrow
--------------------------------
Name: Anthony G. Morrow


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

                  STATE OF MICHIGAN          )
                                             ) SS
                  COUNTY OF WAYNE            )


ACKNOWLEDG-       On this 4th day of October 2005, before me, the subscriber, a
MENT OF           Notary Public within and for the County of Macomb, in the
EXECUTION BY      State of Michigan, acting in the County of Wayne, personally
TRUSTEE.          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/ Nancy Jo Wilk-Stasyk
                  ------------------------------------
                  Nancy Jo Wilk-Stasyk, Notary Public
                  County of Macomb, State of Michigan
                  My Commission Expires: March 19, 2011
                  Acting in County of Wayne

                  STATE OF MICHIGAN            )
                                               ) SS
                  COUNTY OF WAYNE              )


AFFIDAVIT AS TO   Paul A. Stadnikia, being duly sworn, says: that he is the
CONSIDERATION     Assistant Treasurer of THE DETROIT EDISON COMPANY, the
AND GOOD FAITH.   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 4th day of October 2005

(Notarial Seal)   /s/ Nancy Jo Wilk-Stasyk
                  --------------------------------------
                  Nancy Jo Wilk-Stasyk, Notary Public
                  County of Macomb, State of Michigan
                  My Commission Expires: March 19, 2011
                  Acting in County of Wayne

This instrument was drafted by:

Jaileah X. Huddleston, Esq.
2000 2nd Avenue
688 WCB
Detroit, Michigan 48226

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