Indenture dated as of March 15, 2004

EX-4.238 3 k84494exv4w238.txt INDENTURE DATED AS OF MARCH 15, 2004 EXHIBIT 4.238 EXECUTION COPY INDENTURE DATED AS OF MARCH 15, 2004 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, 2004 SERIES A, (B) GENERAL AND REFUNDING MORTGAGE BONDS, 2004 SERIES B AND (C) RECORDING AND FILING DATA TABLE OF CONTENTS*

2 ~~Acknowledgment of Execution by Trustee................................ 54 Affidavit as to Consideration and Good Faith.......................... 55~~

- ---------------- * This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture. 3 PARTIES. SUPPLEMENTAL INDENTURE, dated as of the fifteenth day of March, in the year 2004, between THE DETROIT EDISON COMPANY, a corporation organized and existing under the laws of the State of Michigan and a public utility (hereinafter called the "Company"), party of the first part, and J.P. Morgan Trust Company, National Association (successor to Bank One, National Association), a trust company organized and existing under the laws of the United States, having a corporate trust office at 611 Woodward Avenue, Detroit, Michigan 48226, as successor Trustee under the Mortgage and Deed of Trust hereinafter mentioned (hereinafter called the "Trustee"), party of the second part. ORIGINAL INDENTURE WHEREAS, the Company has heretofore executed and AND SUPPLEMENTALS. delivered its Mortgage and Deed of Trust (hereinafter referred to as the "Original Indenture"), dated as of October 1, 1924, to the Trustee, for the security of all bonds of the Company outstanding thereunder, and pursuant to the terms and provisions of the Original Indenture, indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, June 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, November 1, 1936, February 1, 1940, December 1, 1940, September 1, 1947, March 1, 1950, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1966, October 1, 1968, December 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, December 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976, February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1, 1979, September 1, 1979, September 15, 1979, January 1, 1980, April 1, 1980, August 15, 1980, August 1, 1981, November 1, 1981, June 30, 1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986, January 31, 1987, April 1, 1987, August 15, 1987, November 30, 1987, June 15, 1989, July 15, 1989, December 1, 1989, February 15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May 15, 4 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 and August 1, 2003 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 UNDER INDENTURE. be issuable in one or more series, and makes provision that the rates of interest and dates for the payment thereof, the date of maturity or dates of maturity, if of serial maturity, the terms and rates of optional redemption (if redeemable), the forms of registered bonds without coupons of any series and any other provisions and agreements in respect thereof, in the Indenture provided and permitted, as the Board of Directors may determine, may be expressed in a supplemental indenture to be made by the Company to the Trustee thereunder; and BONDS HERETOFORE WHEREAS, bonds in the principal amount of Ten billion ISSUED. five hundred fifty-five million six hundred forty-seven thousand dollars ($10,555,647,000) have heretofore been issued under the indenture as follows, viz: (1) Bonds of -- Principal Amount $26,016,000, Series A (2) Bonds of -- Principal Amount $23,000,000, Series B (3) Bonds of -- Principal Amount $20,000,000, Series C 5 (4) Bonds of -- Principal Amount $50,000,000, Series D (5) Bonds of -- Principal Amount $15,000,000, Series E (6) Bonds of -- Principal Amount $49,000,000, Series F (7) Bonds of -- Principal Amount $35,000,000, Series G (8) Bonds of -- Principal Amount $50,000,000, Series H (9) Bonds of -- Principal Amount $60,000,000, Series I (10) Bonds of -- Principal Amount $35,000,000, Series J (11) Bonds of -- Principal Amount $40,000,000, Series K (12) Bonds of -- Principal Amount $24,000,000, Series L (13) Bonds of -- Principal Amount $40,000,000, Series M (14) Bonds of -- Principal Amount $40,000,000, Series N (15) Bonds of -- Principal Amount $60,000,000, Series O (16) Bonds of -- Principal Amount $70,000,000, Series P (17) Bonds of -- Principal Amount $40,000,000, Series Q (18) Bonds of -- Principal Amount $50,000,000, Series W 6 (19) Bonds of -- Principal Amount $100,000,000, Series AA (20) Bonds of -- Principal Amount $50,000,000, Series BB (21) Bonds of -- Principal Amount $50,000,000, Series CC (22) Bonds of -- Principal Amount 100,000,000, Series UU (23-31) Bonds of -- Principal Amount $14,305,000, Series DDP Nos. 1-9 (32-45) Bonds of -- Principal Amount $45,600,000, Series FFR Nos. 1-14 (46-67) Bonds of -- Principal Amount $42,300,000, Series GGP Nos. 1-22 (68) Bonds of -- Principal Amount $50,000,000, Series HH (69-90) Bonds of -- Principal Amount $3,750,000, Series IIP Nos. 1-22 (91-98) Bonds of -- Principal Amount $6,850,000, Series JJP Nos. 1-8 (99-107) Bonds of -- Principal Amount $34,890,000, Series KKP Nos. 1-9 (108-122) Bonds of -- Principal Amount $8,850,000, Series LLP Nos. 1-15 (123-143) Bonds of -- Principal Amount $47,950,000, Series NNP Nos. 1-21 7 (144-161) Bonds of -- Principal Amount $18,880,000, Series OOP Nos. 1-18 (162-180) Bonds of -- Principal Amount $13,650,000, Series QQP Nos. 1-19 (181-195) Bonds of -- Principal Amount $3,800,000, Series TTP Nos. 1-15 (196) Bonds of 1980 -- Principal Amount $50,000,000, Series A (197-221) Bonds of 1980 -- Principal Amount $35,000,000, Series CP Nos. 1-25 (222-232) Bonds of 1980 -- Principal Amount $10,750,000, Series DP Nos. 1-11 (233-248) Bonds of 1981 -- Principal Amount 124,000,000, Series AP Nos. 1-16 (249) Bonds of 1985 -- Principal Amount $35,000,000, Series A (250) Bonds of 1985 -- Principal Amount $50,000,000, Series B (251) Bonds of -- Principal Amount $70,000,000, Series PP (252) Bonds of -- Principal Amount $70,000,000, Series RR (253) Bonds of -- Principal Amount $50,000,000, Series EE (254-255) Bonds of -- Principal Amount $ 5,430,000, Series MMP and 8 MMP No. 2 (256) Bonds of -- Principal Amount $75,000,000, Series T (257) Bonds of -- Principal Amount $75,000,000, Series U (258) Bonds of 1986 -- Principal Amount 100,000,000, Series B (259) Bonds of 1987 -- Principal Amount 250,000,000, Series D (260) Bonds of 1987 -- Principal Amount 150,000,000, Series E (261) Bonds of 1987 -- Principal Amount 225,000,000, Series C (262) Bonds of -- Principal Amount 100,000,000, Series V (263) Bonds of -- Principal Amount 150,000,000, Series SS (264) Bonds of 1980 -- Principal Amount 100,000,000, Series B (265) Bonds of 1986 -- Principal Amount 200,000,000, Series C (266) Bonds of 1986 -- Principal Amount 200,000,000, Series A (267) Bonds of 1987 -- Principal Amount 175,000,000, Series B (268) Bonds of -- Principal Amount 100,000,000, Series X (269) Bonds of 1987 -- Principal Amount 200,000,000, Series F (270) Bonds of 1987 -- Principal Amount 300,000,000, Series A 9 (271) Bonds of -- Principal Amount $60,000,000, Series Y (272) Bonds of -- Principal Amount 100,000,000, Series Z (273) Bonds of 1989 -- Principal Amount 300,000,000, Series A (274) Bonds of 1984 -- Principal Amount $2,400,000, Series AP (275) Bonds of 1984 -- Principal Amount $7,750,000, Series BP (276) Bonds of -- Principal Amount 100,000,000, Series R (277) Bonds of -- Principal Amount 150,000,000, Series S (278) Bonds of 1993 -- Principal Amount 100,000,000, Series D (279) Bonds of 1992 -- Principal Amount $50,000,000, Series E (280) Bonds of 1993 -- Principal Amount $50,000,000, Series B (281) Bonds of 1989 -- Principal Amount $66,565,000, Series BP (282) Bonds of 1990 -- Principal Amount $194,649,000 Series A (283) Bonds of 1993 -- Principal Amount $225,000,000 Series G (284) Bonds of 1993 -- Principal Amount $160,000,000 Series K (285) Bonds of 1991 -- Principal Amount $41,480,000 Series EP 10 (286) Bonds of 1993 -- Principal Amount $50,000,000 Series H (287) Bonds of 1999 -- Principal Amount $40,000,000 Series D (288) Bonds of 1991 -- Principal Amount $98,375,000 Series FP (289) Bonds of 1992 -- Principal Amount $20,975,000 Series BP (290) Bonds of 1992 -- Principal Amount $300,000,000 Series D (291) Bonds of 1992 -- Principal Amount $35,000,000 Series CP (292) Bonds of 1993 -- Principal Amount $225,000,000 Series C (293) Bonds of 1993 -- Principal Amount $400,000,000 Series E (294) Bonds of 1993 -- Principal Amount $300,000,000 Series J all of which have either been retired and cancelled, or no longer represent obligations of the Company, 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; (295-300) Bonds of Series KKP Nos. 10-15 in the principal amount of One hundred seventy-nine million five hundred ninety thousand dollars ($179,590,000), of which one hundred seventy-three million two hundred ninety thousand dollars ($173,290,000) principal amount have heretofore been retired and Six million three hundred thousand dollars ($6,300,000) principal amount are outstanding at the date hereof; (301) 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 11 thirty-three million two hundred twenty-four thousand dollars ($133,224,000) principal amount havetofore been retired and One hundred twenty-three million seven hundred eight thousand dollars ($123,708,000) principal amount are outstanding at the date hereof; (302) Bonds of 1990 Series C in the principal amount of Eighty-five million four hundred seventy-five thousand dollars ($85,475,000) of which Forty-seven million eight hundred sixty-six thousand dollars ($47,866,000) principal amount have heretofore been retired and Thirty-seven million six hundred nine thousand dollars ($37,609,000) principal amount are outstanding at the date hereof; (303) 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; (304) 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; (305) 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; (306) 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; (307) 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; (308) Bonds of 1989 Series BP No. 2 in the principal amount of Thirty-six million dollars ($36,000,000), all of which are outstanding at the date hereof; (309) Bonds of 1993 Series FP in the principal amount of Five million six hundred eighty-five thousand dollars ($5,685,000), all of which are outstanding at the date 12 hereof; (310) Bonds of 1993 Series IP in the principal amount of Five million eight hundred twenty-five thousand dollars ($5,825,000), all of which are outstanding at the date hereof; (311) 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; (312) Bonds of 1994 Series AP in the principal amount of Seven million five hundred thirty-five thousand dollars ($7,535,000), all of which are outstanding at the date hereof; (313) Bonds of 1994 Series BP in the principal amount of Twelve million nine hundred thirty-five thousand dollars ($12,935,000), all of which are outstanding at the date hereof; (314) Bonds of 1994 Series C in the principal amount of Two hundred million dollars ($200,000,000), of which One hundred million dollars ($100,000,000) principal amount have heretofore been retired and One hundred million dollars ($100,000,000) principal amount are outstanding at the date hereof; (315) Bonds of 1994 Series DP in the principal amount of Twenty-three million seven hundred thousand dollars ($23,700,000), all of which are outstanding at the date hereof; (316) Bonds of 1995 Series AP in the principal amount of Ninety-seven million dollars ($97,000,000), all of which are outstanding at the date hereof; (317) Bonds of 1995 Series BP in the principal amount of Twenty-two million, one hundred seventy-five thousand dollars ($22,175,000), all of which are outstanding at the date hereof; (318) 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; 13 (319) 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; (320) 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; (321) Bonds of 2000 Series A in the principal amount of Two Hundred Twenty million dollars ($220,000,000) of which One hundred forty-three million eight hundred ninety-five thousand dollars ($143,895,000) principal amount have heretofore been retired and seventy-six million one hundred five thousand dollars ($76,105,000) principal amount are outstanding at the date hereof; (322) 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; (323) 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; (324) 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; (325) 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; (326) 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; (327) 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; 14 (328) Bonds of 2002 Series A in the principal amount of Two hundred twenty-fifty million dollars ($225,000,000) all of which are outstanding at the date hereof; (329) Bonds of 2002 Series B in the principal amount of Two hundred twenty-fifty million dollars ($225,000,000) all of which are outstanding at the date hereof; (330) 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; (331) 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; and (332) 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; and accordingly, the Company has issued and has presently outstanding Two billion six hundred sixty-two million one hundred fifty-seven thousand dollars ($2,662,157,000) aggregate principal amount of its General and Refunding Mortgage Bonds (the "Bonds") at the date hereof; and REASON FOR WHEREAS, the Company intends to issue two series of CREATION OF Notes under the Note Indenture herein referred to, NEW SERIES. and, pursuant to the Note Indenture, in order to secure its obligations to MBIA Insurance Corporation, an insurance company incorporated under the laws of the State of New York ("MBIA"), under the Reimbursement and Indemnity Agreement dated as of April l, 2004 (the "2004 A Insurance Agreement" with respect to the 2004A Bonds and the "2004B Insurance Agreement" with respect to the 2004B Bonds) between the Company and MBIA relating to the financial guaranty insurance policies issued by MBIA with respect to the (i) Michigan Strategic Fund Limited Obligation Refunding Revenue Bonds (The Detroit Edison Company Exempt Facilities Project), Series 2004A (AMT) (the "2004A 15 Bonds") and (ii) Michigan Strategic Fund Limited Obligation Refunding Revenue Bonds (The Detroit Edison Company Exempt Facilities Project), Series 2004B (NON-AMT) (the "2004B Bonds), each of the 2004A Bonds and 2004B Bonds being issued under the Trust Indenture dated as of April 1, 2004 (the "2004A Bond Indenture" with respect to the 2004A Bonds and "2004B Bond Indenture" with respect to the 2004B Bonds) between Michigan Strategic Fund and J.P. Morgan Trust Company, National Association, as trustee, and 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 2004 SERIES A Supplemental Indenture to create two new series of AND 2004 SERIES bonds, to be designated "General and Refunding B. Mortgage Bonds, 2004 Series A" in the aggregate principal amount of thirty-six million dollars ($36,000,000) and "General and Refunding Mortgage Bonds, 2004 Series B" in the aggregate principal amount of thirty-one million nine hundred eighty thousand dollars, each to be authenticated and delivered pursuant to Section 8 of Article III of the Indenture; and FURTHER WHEREAS, the Original Indenture, by its terms, ASSURANCE. includes in the property subject to the lien thereof all of the estates and properties, real, personal and mixed, rights, privileges and franchises of every nature and kind and wheresoever situate, then or thereafter owned or possessed by or belonging to the Company or to which it was then or at any time thereafter might be entitled in law or in equity (saving and excepting, however, the property therein specifically excepted or released from the lien thereof), and the Company therein covenanted that it would, upon reasonable request, execute and deliver such further instruments as may be necessary or proper for the better assuring and confirming unto the Trustee all or any part of the trust estate, whether then or thereafter owned or acquired by the Company (saving and excepting, however, property specifically excepted or released from the lien thereof); and AUTHORIZATION WHEREAS, the Company in the exercise of the powers OF and authority conferred upon and reserved to it under 16 SUPPLEMENTAL and by virtue of the provisions of the Indenture, and INDENTURE. pursuant to resolutions of its Board of Directors has duly resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in the form hereof for the purposes herein provided; and WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized; CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The FOR Detroit Edison Company, in consideration of the SUPPLEMENTAL premises and of the covenants contained in the INDENTURE. Indenture and of the sum of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trusts under the Original Indenture and in said indentures supplemental thereto as follows: PART I. CREATION OF THREE HUNDRED THIRTY-SIXTH SERIES OF BONDS, GENERAL AND REFUNDING MORTGAGE BONDS, 2004 SERIES A BONDS TERMS OF SECTION 1. The Company hereby creates the three BONDS OF hundred thirty-sixth series of bonds to be issued 2004 SERIES A. under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title "General and Refunding Mortgage Bonds, 2004 Series A" (elsewhere herein referred to as the "bonds of 2004 Series A"). The aggregate principal amount of bonds of 2004 Series A shall be limited to thirty-six million dollars ($36,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds. 17 Subject to the release provisions set forth below, each bond of 2004 Series A 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 (the "Note Indenture"), as supplemented, between the Note Indenture Trustee and the Company, to secure payment of the Company's 4.875% Senior Notes due 2029 (for purposes of this Part I, the "Notes"). The bonds of 2004 Series A shall be issued as registered bonds without coupons in denominations of a multiple of $1,000. The bonds of 2004 Series A shall be issued in the aggregate principal amount of $36,000,000, shall mature on June 1, 2029 (subject to earlier redemption or release) and shall bear interest at the rate of 4.875% per annum, payable semiannually in arrears on June 1 and December 1 of each year (commencing December 1, 2004), 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 2004 Series A 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 2004 Series A shall be payable, both as to principal 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 2004 Series A shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the June 1 or December 1 next preceding the date thereof to which interest has been paid on bonds of 2004 Series A, 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 December 1, 2004, in which case interest shall be payable from April 1, 2004. 18 The bonds of 2004 Series A 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 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 2004 Series A). Until bonds of 2004 Series A 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 2004 Series A in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2004 Series A, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2004 Series A, 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 2004 Series A 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 2004 Series A, 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 2004 Series A 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 2004 Series A 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 2004 Series A 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. 19 Bonds of 2004 Series A 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 2004 Series A shall in the same manner be exchangeable for a like aggregate principal amount of bonds of 2004 Series A 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 2004 Series A during any period of ten days next preceding any redemption date for such bonds. Bonds of 2004 Series A, 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 2004 Series A 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. In the event the Company desires to provide for the payment of bonds of 2004 Series A, in lieu of defeasing such bonds in accordance with the Indenture, it shall either redeem an equal principal amount of 2004A Bonds or take 20 such action as shall be required by Section 204 of the 2004A Bond Indenture to defease an equal principal amount of the 2004A Bonds. Pursuant to Section 2.03(c) of the Note Indenture, such redemption or defeasance shall result in the discharge of the Company's obligation with respect to such Notes and the cancellation thereof which, in accordance with the preceding paragraph, shall result in the discharge of the Company's obligation with respect to the applicable bonds of 2004 Series A and cancellation thereof. Any amount payable by the Company in respect of principal of bonds of 2004 Series A, whether at maturity or prior to maturity by redemption or upon acceleration or otherwise, in a circumstance where there has not been a corresponding payment of principal of 2004A Bonds shall be applied simultaneously to the redemption or defeasance of an equal principal amount of 2004A Bonds in accordance with the 2004A Bond Indenture. In the event the amount so paid is insufficient to provide for such redemption or defeasance, the Company shall pay such additional amount as shall be necessary to make up for the deficiency. RELEASE. From and after the Release Date (as defined in the Note Indenture), the bonds of 2004 Series A 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 2004 Series A 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 2004 Series A to be less than the then outstanding principal amount of the Notes. REDEMPTION SECTION 2. Bonds of 2004 Series A shall be OF redeemed on the respective dates and in the BONDS OF 2004 respective principal amounts which correspond to the SERIES A. 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 and the 2004A Insurance Agreement, the Company shall on the same date redeem bonds of 2004 Series A in principal amounts and at redemption prices corresponding to the Notes so redeemed. The Company agrees to give the Trustee and MBIA notice of any such redemption of bonds of 2004 Series A on the same date as it 21 gives notice of redemption of Notes to the Note Indenture Trustee. REDEMPTION SECTION 3. In the event of an Event of Default OF under the Note Indenture and the acceleration of all BONDS OF 2004 Notes, the bonds of 2004 Series A shall be redeemable SERIES A IN in whole upon receipt by the Trustee of a written EVENT OF demand (hereinafter called a "Redemption Demand") ACCELERATION from the Note Indenture Trustee stating that there OF has occurred under the Note Indenture both an Event NOTES OR IN of Default and a declaration of acceleration of EVENT OF payment of principal, accrued interest and premium, REDEMPTION if any, on the Notes, specifying the last date to OF NOTES UPON which interest on the Notes has been paid (such date ACCELERATION being hereinafter referred to as the "Initial OF 2004A Interest Accrual Date") and demanding redemption of BONDS. the bonds of said series. In addition, in the event of a required redemption of the Notes upon demand of MBIA prior to the Release Date upon a declaration of acceleration of the payment of the 2004A Bonds, the bonds of 2004 Series A shall be redeemable in whole upon receipt by the Trustee of a Redemption Demand from the Note Indenture Trustee stating that such redemption of the Notes is required, stating that the redemption price was not paid when due and demanding redemption of the bonds of the 2004 Series A. The Trustee shall, within five 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 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") 22 to the Note Indenture Trustee not more than ten nor less than five days prior to the Demand Redemption Date. Each bond of 2004 Series A shall be redeemed by the Company on the Demand Redemption Date therefore 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 4. The bonds of 2004 Series A and the OF BONDS OF form of Trustee's Certificate to be endorsed on such 2004 SERIES A. bonds shall be substantially in the following forms, respectively: THE DETROIT EDISON COMPANY GENERAL AND REFUNDING MORTGAGE BOND 2004 SERIES A 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 April 1, 2004, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as Note Trustee, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and 23 remedies consequent upon an Event of Default under said Indenture. $36,000,000 No. R-1 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 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 Thirty-six Million Dollars ($36,000,000) in lawful money of the United States of America on June 1, 2029 (subject to earlier redemption or release) and interest thereon at the rate of 4.875 % per annum, in like lawful money, from April 1, 2004, 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 June 1 and December 1 of each year (commencing December 1, 2004), 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 April 1, 2004 (hereinafter called the "Note Indenture"), between the Company and J.P. Morgan Trust Company, National Association, as Note Trustee (hereinafter called the "Note Indenture Trustee"), the Company has issued its 4.875% Senior Notes due 2029 (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. The Notes were issued to MBIA Insurance Corporation, an insurance company incorporated under New York law ("MBIA"), to secure the Company's obligations to MBIA under that certain Reimbursement and Indemnity Agreement dated April 1, 2004 (the "Insurance Agreement") 24 between the Company and MBIA relating to Financial Guaranty Insurance Policy No. XX issued by MBIA with respect to the Michigan Strategic Fund Limited Obligation Refunding Revenue Bonds (The Detroit Edison Company Exempt Facilities Project), Series 2004A (the "2004A Bonds") which are issued under the Trust Indenture dated as of April 1, 2004 (the "2004A Bond Indenture") between Michigan Strategic Fund and J.P. Morgan Trust Company, National Association, as trustee. This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds known as 2004 Series A, limited to an aggregate principal amount of $36,000,000, 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, as Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of March 15, 2004) 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 March 15, 2004, 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 25 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 and including provision for redemption upon demand of the Note Indenture Trustee in the event of a required redemption of the Notes following a declaration of acceleration of the 2004A Bonds and payment by MBIA of the accelerated principal of the 2004A Bonds, such demand stating that such redemption of the Notes is required, stating that the redemption price thereof was not paid when due and demanding redemption of this bond. 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 2004 Series A (or portions thereof), in trust for the redemption of such bonds (or portions thereof) and the interest due or to become due thereon, and thereupon all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and such interest shall cease and be discharged, and the holders thereof shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or with respect to such bonds (or portions thereof) and interest. In the event the Company desires to provide for the payment of bonds of 2004 Series A, in lieu of defeasing such bonds in accordance with the Indenture, the Company shall either redeem an equal principal amount of 2004A 26 Bonds or take such action as shall be required by the 2004A Bond Indenture to defease an equal principal amount of 2004A Bonds. In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. Any amount payable by the Company in respect of principal of bonds of 2004 Series A, whether at maturity or prior to maturity by redemption or otherwise, in a circumstance where there has not been a corresponding payment of principal of 2004A Bonds shall be applied simultaneously to the redemption or defeasance of an equal principal amount of 2004A Bonds in accordance with the 2004A Bond 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 2004 Series A 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 27 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 2004 Series A 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 2004 Series A 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 2004 Series A 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. 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 manual or facsimile signatures, and its corporate seal, or a facsimile 28 thereof, to be impressed or imprinted hereon and the same to be attested by its Vice President and Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature. Dated: April __, 2004 THE DETROIT EDISON COMPANY By:_AUTHORIZED OFFICER [SEAL] Attest: AUTHORIZED OFFICER [FORM OF TRUSTEE'S CERTIFICATE] FORM OF This bond is one of the bonds, of the series TRUSTEE'S designated therein, described in the within-mentioned CERTIFICATE. Indenture. J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION as Trustee By __________________________ Authorized Officer PART II. CREATION OF THREE HUNDRED THIRTY-SEVENTH SERIES OF BONDS, GENERAL AND REFUNDING MORTGAGE BONDS, 2004 SERIES B TERMS OF SECTION 1. The Company hereby creates the three BONDS OF hundred thirty-seventh series of bonds to be issued 2004 SERIES B. under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title "General and Refunding Mortgage Bonds, 2004 Series B" (elsewhere herein referred 29 to as the "bonds of 2004 Series B"). The aggregate principal amount of bonds of 2004 Series B shall be limited to thirty-one million nine hundred eighty thousand dollars ($31,980,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds. Subject to the release provisions set forth below, each bond of 2004 Series B 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 (the "Note Indenture"), as supplemented, between the Note Indenture Trustee and the Company, to secure payment of the Company's 4.65% Senior Notes due 2028 (for purposes of this Part II, the "Notes"). The bonds of 2004 Series B shall be issued as registered bonds without coupons in denominations of a multiple of $1,000. The bonds of 2004 Series B shall be issued in the aggregate principal amount of $31,980,000, shall mature on October 1, 2028 (subject to earlier redemption or release) and shall bear interest at the rate of 4.65% per annum, payable semiannually in arrears on April 1 and October 1 of each year (commencing October 1, 2004), 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 2004 Series B 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 2004 Series B shall be payable, both as to principal 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. 30 Except as provided herein, each bond of 2004 Series B 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 2004 Series B, 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 October 1, 2004, in which case interest shall be payable from April 1, 2004. The bonds of 2004 Series B 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 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 2004 Series B). Until bonds of 2004 Series B 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 2004 Series B in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2004 Series B, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2004 Series B, 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 2004 Series B 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 2004 Series B, 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 2004 31 Series B 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 2004 Series B 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 2004 Series B 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 2004 Series B 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 2004 Series B shall in the same manner be exchangeable for a like aggregate principal amount of bonds of 2004 Series B 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 2004 Series B during any period of ten days next preceding any redemption date for such bonds. Bonds of 2004 Series B, 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 2004 Series B in a principal amount equal to the principal amount of such Notes, shall, to the extent of such payment of principal, 32 premium or interest, be deemed fully paid and the obligation of the Company thereunder to make such payment shall forthwith cease and be discharged, and, in the case of the payment of principal and premium, if any, such bonds shall be surrendered for cancellation or presented for appropriate notation to the Trustee. In the event the Company desires to provide for the payment of bonds of 2004 Series B, in lieu of defeasing such bonds in accordance with the Indenture, it shall either redeem an equal principal amount of 2004B Bonds or take such action as shall be required by Section 204 of the 2004B Bond Indenture to defease an equal principal amount of the 2004B Bonds. Pursuant to Section 2.03(c) of the Note Indenture, such redemption or defeasance shall result in the discharge of the Company's obligation with respect to such Notes and the cancellation thereof which, in accordance with the preceding paragraph, shall result in the discharge of the Company's obligation with respect to the applicable bonds of 2004 Series B and cancellation thereof. Any amount payable by the Company in respect of principal of bonds of 2004 Series B, whether at maturity or prior to maturity by redemption or upon acceleration or otherwise, in a circumstance where there has not been a corresponding payment of principal of 2004B Bonds shall be applied simultaneously to the redemption or defeasance of an equal principal amount of 2004B Bonds in accordance with the 2004B Bond Indenture. In the event the amount so paid is insufficient to provide for such redemption or defeasance, the Company shall pay such additional amount as shall be necessary to make up for the deficiency. RELEASE. From and after the Release Date (as defined in the Note Indenture), the bonds of 2004 Series B 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 2004 Series B 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 2004 Series B to be less than the then outstanding principal amount of the Notes. REDEMPTION SECTION 2. Bonds of 2004 Series B shall be OF redeemed on the respective dates and in the respective 33 BONDS OF principal amounts which correspond to the redemption 2004 SERIES B. 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 and the 2004B Insurance Agreement, the Company shall on the same date redeem bonds of 2004 Series B in principal amounts and at redemption prices corresponding to the Notes so redeemed. The Company agrees to give the Trustee and MBIA notice of any such redemption of bonds of 2004 Series B on the same date as it gives notice of redemption of Notes to the Note Indenture Trustee. REDEMPTION SECTION 3. In the event of an Event of Default OF under the Note Indenture and the acceleration of all BONDS OF 2004 Notes, the bonds of 2004 Series B shall be redeemable SERIES B IN in whole upon receipt by the Trustee of a written EVENT OF demand (hereinafter called a "Redemption Demand") ACCELERATION from the Note Indenture Trustee stating that there OF has occurred under the Note Indenture both an Event NOTES OR IN of Default and a declaration of acceleration of EVENT OF payment of principal, accrued interest and premium, REDEMPTION if any, on the Notes, specifying the last date to OF NOTES UPON which interest on the Notes has been paid (such date ACCELERATION being hereinafter referred to as the "Initial OF 2004B Interest Accrual Date") and demanding redemption of BONDS. the bonds of said series. In addition, in the event of a required redemption of the Notes upon demand of MBIA prior to the Release Date upon a declaration of acceleration of the payment of the 2004B Bonds, the bonds of 2004 Series B shall be redeemable in whole upon receipt by the Trustee of a Redemption Demand from the Note Indenture Trustee stating that such redemption of the Notes is required, stating that the redemption price was not paid when due and demanding redemption of the bonds of the 2004 Series B. The Trustee shall, within five 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 days prior to such Demand Redemption Date. The date to be fixed by the Company as and for the Demand Redemption Date may 34 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 nor less than five days prior to the Demand Redemption Date. Each bond of 2004 Series B shall be redeemed by the Company on the Demand Redemption Date therefore 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 4. The bonds of 2004 Series B and the OF BONDS OF form of Trustee's Certificate to be endorsed on such 2004 SERIES B. bonds shall be substantially in the following forms, respectively: 35 THE DETROIT EDISON COMPANY GENERAL AND REFUNDING MORTGAGE BOND 2004 SERIES B 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 April 1, 2004, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as Note 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. $31,980,000 No. R-1 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 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 Thirty-one Million Nine Hundred Eighty Thousand Dollars ($31,980,000) in lawful money of the United States of America on October 1, 2028 (subject to earlier redemption or release) and interest thereon at the rate of 4.65% per annum, in like lawful money, from April 1, 2004, 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 October 1, 2004), 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 April 1, 2004 (hereinafter called the "Note Indenture"), between the Company and Bank One Trust Company, National Association, as Note Trustee (hereinafter called the "Note Indenture Trustee"), the Company has issued its 36 4.65% Senior Notes due 2028 (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. The Notes were issued to MBIA Insurance Corporation, an insurance company incorporated under New York law ("MBIA"), to secure the Company's obligations to MBIA under that certain Reimbursement and Indemnity Agreement dated April 1, 2004 (the "Insurance Agreement") between the Company and MBIA relating to Financial Guaranty Insurance Policy No. XX issued by MBIA with respect to the Michigan Strategic Fund Limited Obligation Refunding Revenue Bonds (The Detroit Edison Company Exempt Facilities Project), Series 2004B (the "2004B Bonds") which are issued under the Trust Indenture dated as of April 1, 2004 (the "2004B Bond Indenture") between Michigan Strategic Fund and J. P. Morgan Trust Company, National Association, as trustee This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds known as 2004 Series B, limited to an aggregate principal amount of $31,980,000, 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 March 15, 2004) 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 37 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 March 15, 2004, 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 and including provision for redemption upon demand of the Note Indenture Trustee in the event of a required redemption of the Notes following a declaration of acceleration of the 2004B Bonds and payment by MBIA of the accelerated principal of the 2004B Bonds, such demand stating that such redemption of the Notes is required, stating that the redemption price thereof was not paid when due and demanding redemption of this bond. 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 38 bonds of 2004 Series B (or portions thereof), in trust for the redemption of such bonds (or portions thereof) and the interest due or to become due thereon, and thereupon all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and such interest shall cease and be discharged, and the holders thereof shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or with respect to such bonds (or portions thereof) and interest. In the event the Company desires to provide for the payment of bonds of 2004 Series B, in lieu of defeasing such bonds in accordance with the Indenture, the Company shall either redeem an equal principal amount of 2004B Bonds or take such action as shall be required by the 2004B Bond Indenture to defease an equal principal amount of 2004B Bonds. In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. Any amount payable by the Company in respect of principal of bonds of 2004 Series B, whether at maturity or prior to maturity by redemption or otherwise, in a circumstance where there has not been a corresponding payment of principal of 2004B Bonds shall be applied simultaneously to the redemption or defeasance of an equal principal amount of 2004B Bonds in accordance with the 2004B Bond Indenture. 39 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 2004 Series B 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 2004 Series B 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 2004 Series B 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 2004 Series B to be less than the then outstanding principal amount of the Notes. 40 No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any indenture supplemental thereto, against any incorporator, or against any past, present or future stockholder, director or officer, as such, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture. This bond shall not be valid or become obligatory for any purpose until 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 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 Vice President and Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature. Dated: April __, 2004 THE DETROIT EDISON COMPANY By: AUTHORIZED OFFICER [SEAL] Attest: AUTHORIZED OFFICER 41 [FORM OF TRUSTEE'S CERTIFICATE] FORM OF This bond is one of the bonds, of the series TRUSTEE'S designated therein, described in the within-mentioned CERTIFICATE. Indenture. J.P. Morgan Trust Company, as Trustee By _____________________________ Authorized Officer PART III. RECORDING AND FILING DATA RECORDING AND The Original Indenture and indentures FILING OF supplemental thereto have been recorded and/or filed ORIGINAL and Certificates of Provision for Payment have been INDENTURE. recorded as hereinafter set forth. The Original Indenture has been recorded as a real estate mortgage and filed as a chattel Mortgage in the offices of the respective Registers of Deeds of certain counties in the State of Michigan as set forth in the Supplemental Indenture dated as of September 1, 1947, has been recorded as a real estate mortgage in the office of the Register of Deeds of Genesee County, Michigan as set forth in the Supplemental Indenture dated as of May 1, 1974, has been filed in the Office of the Secretary of State of Michigan on November 16, 1951 and has been filed and recorded in the office of the Interstate Commerce Commission on December 8, 1969. RECORDING AND Pursuant to the terms and provisions of the FILING OF Original Indenture, indentures supplemental thereto SUPPLEMENTAL heretofore entered into have been Recorded as a real INDENTURES. estate mortgage and/or filed as a chattel mortgage or as a financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission, as set forth in supplemental indentures as follows: 42
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF 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 September 1, 1947 Additional 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 November 15, 1951 Additional 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 December 1, 1966(a)(c).............. Series R Bonds Additional October 1, 1968 Provisions
43 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 December 15, 1975 and 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 July 15, 1976 and Subject Properties July 15, 1976....................... Series HH Bonds and Subject February 15, 1977 Properties February 15, 1977................... Series MMP Bonds and March 1, 1977 Subject Properties March 1, 1977....................... Series IIP Nos. 1-7 Bonds, June 15, 1977 Series 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

44 Properties July 1, 1977........................ Series NNP Nos. 1-7 Bonds October 1, 1977 and Subject Properties October 1, 1977..................... Series GGP Nos. 8-22 Bonds June 1, 1978 and Series OOP Nos. 1-17 Bonds and Subject Properties June 1, 1978........................ Series PP Bonds, Series QQP October 15, 1978 Nos. 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, September 15, 1979 Series KKP No. 8 Bonds, Series LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series OOP No. 18 Bonds and Subject Properties September 15, 1979.................. Series UU Bonds January 1, 1980 January 1, 1980..................... 1980 Series A Bonds and April 1, 1980 Subject Properties April 1, 1980....................... 1980 Series B Bonds August 15, 1980 August 15, 1980..................... Series QQP Nos. 10-19 August 1, 1981 Bonds, 1980 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 November 1, 1981 Bonds and Subject Properties

45 November 1, 1981.................... 1981 Series AP Nos. 1-12 June 30, 1982 Bonds June 30, 1982....................... Article XIV Reconfirmation August 15, 1982 August 15, 1982..................... 1981 Series AP Nos. 13-14 June 1, 1983 and Subject Properties June 1, 1983........................ 1981 Series AP Nos. 15-16 October 1, 1984 and Subject Properties October 1, 1984..................... 1984 Series AP and 1984 May 1, 1985 Series BP Bonds and Subject Properties May 1, 1985......................... 1985 Series A Bonds May 15, 1985 May 15, 1985........................ 1985 Series B Bonds and October 15, 1985 Subject 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 April 1, 1987....................... 1987 Series B and 1987 August 15, 1987 Series C August 15, 1987..................... 1987 Series D and 1987 November 30, 1987 Series E 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 February 15, 1990 Series BP February 15, 1990................... 1990 Series A, 1990 Series November 1, 1990 B, 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 May 15, 1991 Series CP

46 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 March 15, 1993 Series D December 15, 1992................... Series KKP No. 14 and 1989 March 15, 1992 Series 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 September 15, 1993 Series IP April 26, 1993...................... 1993 Series G and Amendment September 15, 1993 of 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 August 1, 1995 Series DP August 1, 1995...................... 1995 Series AP and 1995 August 1, 1999 Series DP

(a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission filing and recordation information. (b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan filing information. (c) See Supplemental Indenture dated as of May 1, 1974 for County of Genesee, Michigan recording and filing information. RECORDING All the bonds of Series A which were issued under the OF Original Indenture dated as of October 1, 1924, and CERTIFICATES of Series B, C, D, E, F, G, H, I, J, K,L, M, N, O, P, OF Q, R, S, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos. PROVISION 1-14, GGP Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, FOR PAYMENT. KKP Nos. 1-9, LLP Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP 47 Nos. 1-15, UU, 1980 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981 Series AP Nos. 1-16, 1984 Series AP, 1984 Series BP, 1985 Series A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP, MMP No. 2, 1989 Series A, 1990 Series A, 1993 Series D, 1993 Series G and 1993 Series H which were issued under Supplemental Indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, December 1, 1940, September 1, 1947, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, December 15, 1970, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, February 1, 1976, June 15, 1976, July 15, 1976, October 1, 1977, March 1, 1977, July 1, 1979, March 1, 1977, March 1, 1977, March 1, 1977, September 1, 1979, July 1, 1977, July 1, 1979, September 15, 1979, October 1, 1977, June 1, 1978, October 1, 1977, July 1, 1979, January 1, 1980, August 15, 1980, November 1, 1981, October 1, 1984 May 1, 1985, May 15, 1985, January 31, 1987, June 1, 1978, October 15, 1978, December 15, 1975, February 15, 1977, September 1, 1979, June 15, 1989, February 15, 1990, March 15, 1993, April 26, 1992 and September 15, 1992 have matured or have been called for redemption and funds sufficient for such payment or redemption have been irrevocably deposited with the Trustee for that purpose; and Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8. PART IV. THE TRUSTEE. TERMS AND CONDITIONS OF ACCEPTANCE OF TRUST BY TRUSTEE. The Trustee hereby accepts the trust hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Original Indenture, as amended to date and as supplemented by this Supplemental Indenture, and in this Supplemental Indenture set forth, and upon the following terms and conditions: The Trustee shall not be responsible in any manner whatsoever for and in 48 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. 49 PART V. MISCELLANEOUS. CONFIRMATION OF Except to the extent specifically provided SECTION 318 (c) OF therein, no provision of this supplemental indenture TRUST INDENTURE or any future supplemental indenture is intended to ACT. modify, and the parties do hereby adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act which amend and supersede provisions of the Indenture in effect prior to November 15, 1990. EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE COUNTERPARTS. SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT. TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION HAVE CAUSED THESE PRESENTS TO BE SIGNED IN THEIR RESPECTIVE CORPORATE NAMES BY THEIR RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS, VICE PRESIDENTS, ASSISTANT VICE PRESIDENTS, TREASURERS OR ASSISTANT TREASURERS AND IMPRESSED WITH THEIR RESPECTIVE CORPORATE SEALS, ATTESTED BY THEIR RESPECTIVE SECRETARIES OR ASSISTANT SECRETARIES, ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN. 50 THE DETROIT EDISON COMPANY, By: ____________________________ Name: D. R. Murphy Title: Assistant Treasurer EXECUTION. Attest: ________________________________ Susan E. Riske Title: Assistant Corporate Secretary Signed, sealed and delivered by THE DETROIT EDISON COMPANY, in the presence of ________________________________ Name: K. Hier ________________________________ Name: M. Hatsios 51 STATE OF MICHIGAN SS.: COUNTY OF WAYNE Acknowledgement On this 30th day of March 2004, before me, the of Execution by subscriber, a Notary Public within and for the County Company of Wayne, in the State of Michigan, personally appeared D. R. Murphy, 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 D. R. Murphy acknowledged said instrument to be the free act and deed of said corporation. (Notarial Seal) ______________________ ______________________ Notary ______________________ My Commission Expires 52 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, (Corporate Seal) By: ____________________________ Name: Title: Attest: Name: __________________________ Title: _________________________ Signed, sealed and delivered by J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, in the presence of ________________________________ Name: ________________________________ Name: 53 STATE OF Michigan SS: County of Wayne Acknowledgment On this _____ day of March 2004, before me, the of Execution by subscriber, a Notary Public within and for the County Trustee. of Wayne, in the State of Michigan, personally appeared ________________, to me personally known, who, being by me duly sworn, did say that his business office is located at , 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 ________________ acknowledged said instrument to be the free act and deed of said corporation. (Notarial Seal) _____________________________________________ Notary Public, State of Michigan No. County of Wayne Commission Expires _____________ 54 STATE OF MICHIGAN SS: COUNTY OF WAYNE. Affidavit as D. R. Murphy being duly sworn, says: that he is the to Consideration Assistant Treasurer of THE DETROIT EDISON COMPANY, and Good Faith. the Mortgagor named in the foregoing instrument, and that he has knowledge of the facts in regard to the making of said instrument and of the consideration therefor; that the consideration for said instrument was and is actual and adequate, and that the same was given in good faith for the purposes in such instrument set forth. ____________________________________ Name: D. R. Murphy, Assistant Treasurer The Detroit Edison Company Sworn to before me this 30th day of March 2004 __________________________________________________ _____________________, Notary _____________________ My Commission Expires:_______ (Notarial Seal) 55 This instrument was drafted by Frances B. Rohlman, Esq., When recorded return to Frances B. Rohlman, Esq.; 2000 2nd Avenue, Detroit, Michigan 48226 56