s-3

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.

(1)

Such amount shall be increased if any debt securities are issued at an original issue discount by an amount such that the net proceeds to be received by the registrant shall be equal to the above amount to be registered. Any offering of securities denominated other than in U.S. dollars will be treated as the equivalent in U.S. dollars based upon the official exchange rate applicable to the purchase of such securities from the registrant.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares the registration statement effective. This preliminary prospectus is not an offer to sell or the solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

By this prospectus, The Detroit Edison Company from time to time may offer senior secured debt securities, including general and refunding mortgage bonds and other senior debt securities secured by mortgage bonds, and/or unsecured debt securities, which may be senior or subordinated.

This prospectus provides a general description of the debt securities Detroit Edison may offer. Supplements to this prospectus will describe the specific terms of the debt securities that Detroit Edison actually offers. This prospectus may not be used to sell debt securities unless it is accompanied by a prospectus supplement that describes those debt securities.

Before you invest, you should carefully read this prospectus, any applicable prospectus supplement and any information under the heading “Where You Can Find More Information.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is part of a registration statement that The Detroit Edison Company, which we refer to as Detroit Edison, filed with the Securities and Exchange Commission utilizing a “shelf” registration process. Under this shelf process, Detroit Edison may sell any combination of the debt securities described in this prospectus in one or more offerings up to a total offering price of $750,000,000, including the U.S. dollar equivalent of non-U.S. dollar offerings. This prospectus provides you with a general description of the debt securities Detroit Edison may offer. Each time Detroit Edison offers to sell debt securities, Detroit Edison will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus, the applicable prospectus supplement and the additional information described below under the heading “Where You Can Find More Information.”

This prospectus and the documents incorporated by reference in this prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, with respect to the financial condition, results of operations and business of Detroit Edison. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this prospectus or in documents incorporated herein.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Factors that may cause actual results to differ from those contemplated by the forward-looking statements include, among others, the following variables:


	•	interest rates,

	•	the level of borrowings,

	•	weather,

	•	actual sales,

	•	changes in the cost of fuel and purchased power due to the suspension of the power supply cost recovery mechanism,

	•	the effects of competition and the phased-in implementation of customer choice, the implementation of utility restructuring in Michigan (which involves pending regulatory and related judicial proceedings, and actual and possible reductions in rates and earnings), and

	•	environmental and nuclear requirements and the impact of Federal Energy Regulatory Commission proceedings and regulations.

In addition, expected results will be affected by the merger of Detroit Edison’s parent company, DTE Energy Company, with MCN Energy Group Inc. and the timing of the accretive effect of such merger.

Because such forward-looking statements are subject to assumptions, risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on such

All subsequent written and oral forward-looking statements attributable to Detroit Edison or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

The factors discussed above and other factors are discussed more completely in our public filings with the SEC, including our annual report on Form 10-K for the year ended December 31, 2000.

Detroit Edison, a wholly-owned subsidiary of DTE Energy Company, which we refer to as DTE, is a Michigan public utility engaged in the generation, purchase, distribution and sale of electric energy in a 7,600 square mile area in southeastern Michigan. Detroit Edison’s service area includes about 13% of Michigan’s total land area and approximately five million people, which is about half of Michigan’s population. Detroit Edison’s residential customers reside in urban and rural areas, including an extensive shoreline along the Great Lakes and connecting waters.

On May 31, 2001, DTE completed its merger with MCN Energy Group Inc., in a transaction in which MCN Energy Group Inc. was merged into DTE Enterprises, Inc., a wholly-owned subsidiary of DTE. Following the merger, DTE and DTE Enterprises, Inc. are exempt holding companies under the Public Utility Holding Company Act of 1935.

Effective January 2001, Detroit Edison transferred its transmission assets, with a book value of approximately $390 million, to International Transmission Company, then a wholly-owned subsidiary of Detroit Edison. On May 31, 2001, Detroit Edison transferred 100% of the shares of International Transmission Company, in the form of a distribution, to DTE. Detroit Edison expects that the transaction and the related impact of the rate-making process will have the effect of reducing net income in 2001 and thereafter.

The mailing address of The Detroit Edison Company’s principal executive offices is 2000 2nd Avenue, Detroit Michigan, 48226-1279, and its telephone number is (313) 235-8000.

Except as we may otherwise state in an accompanying prospectus supplement, we expect to use the net proceeds from the sale of our debt securities for general corporate purposes, which may include, among other things:


	•	the repayment of outstanding indebtedness;

	•	working capital; and

	•	capital expenditures.

The precise amount and timing of the application of such proceeds will depend upon our funding requirements and the availability and cost of other funds. Pending the

Our ratios of earnings to fixed charges were as follows for the periods indicated in the table below.


	•	“earnings,” which consist of consolidated income or losses from continuing operations plus income taxes and fixed charges, except capitalized interest; and

	•	“fixed charges,” which consist of consolidated interest on indebtedness, including capitalized interest, amortization of debt discount and expense, and the estimated portion of rental expense attributable to interest.

The following description, together with any applicable prospectus supplement, summarizes all the material terms and provisions of the debt securities we may offer under this prospectus. The debt securities, other than general and refunding mortgage bonds, are to be issued under an indenture, dated as of June 30, 1993, as supplemented, and supplemental indentures creating each applicable series of debt securities, which we refer to collectively as the indenture, between Detroit Edison and Bank One Trust Company, National Association, as successor trustee. We refer to Bank One Trust Company, National Association, or any successor or additional trustee, in its capacity as trustee under the indenture, as the indenture trustee for purposes of this section.

The general and refunding mortgage bonds, which we refer to as the mortgage bonds, are to be issued under and secured by the mortgage and deed of trust, dated as of October 1, 1924, between Detroit Edison and First Chicago Trust Company of New York, as successor trustee, as amended and supplemented by various supplemental indentures and as to be further amended and supplemented by one or more supplemental indentures creating the mortgage bonds, which we refer to collectively as the mortgage. We refer to First Chicago Trust Company of New York, or any successor or additional trustee, in its capacity as trustee under the mortgage, as the mortgage trustee for purposes of this section. Each series of secured debt securities will be secured as to payment of principal, interest and premium, if any, by mortgage bonds. The indenture trustee is an affiliate of the mortgage trustee.

The indenture does not limit the amount of debt securities we may issue under it and provides that additional securities of any series may be issued up to the aggregate principal amount that we may authorize from time to time. See “— Provisions Applicable to General and Refunding Mortgage Bonds — Issuance of Additional Bonds” in this prospectus for information regarding limitations on the amount of mortgage bonds issuable under the mortgage.

Unless otherwise indicated in the applicable prospectus supplement, we will issue registered debt securities in denominations of $1,000 and integral multiples of $1,000 and bearer securities in denominations of $5,000.

We have filed copies of the indenture and the mortgage as exhibits to the registration statement of which this prospectus is a part. The summaries in this prospectus are summaries of certain provisions of the indenture and the mortgage and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the indenture and the mortgage, including the definition therein of certain terms. The following summaries set forth certain general terms and provisions of the debt securities to which any prospectus supplement may relate. We will describe the particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which such general provisions may apply to the debt securities so offered in the prospectus supplement relating to those debt securities.

Unless we otherwise specify in this prospectus or in the applicable prospectus supplement, we will issue debt securities in fully registered book-entry form and in the name of The Depository Trust Company, as depositary, which we refer to as “DTC,” or its nominee. Interests in the debt securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants.

The prospectus supplement that accompanies this prospectus relating to the debt securities being offered will include specific terms relating to the offered securities. These terms will include some or all of the following:


	•	the title or designation of the debt securities, which may include medium-term notes;

	•	the aggregate principal amount of the debt securities;

	•	whether the debt securities are to represent senior indebtedness, including mortgage bonds, or subordinated indebtedness and, if subordinated debt securities, the specific subordination provisions applicable thereto;

	•	in the case of subordinated debt securities, the relative degree, if any, to which such subordinated debt securities of the series will be senior to or be subordinated to other series of subordinated debt securities or other indebtedness of Detroit Edison in right of payment, whether such other series of subordinated debt securities or other indebtedness is outstanding or not;

	•	whether the debt securities will be issued as registered securities, bearer securities or a combination of the two;


	•	the person to whom any interest on any registered security shall be payable, if other than the person in whose name that security is registered at the close of business on the record date, the manner in which, or the person to whom, any interest on any bearer security shall be payable, if other than upon presentation and surrender of coupons, and the extent to which, or the manner in which, any interest payable on a temporary global security will be paid if other than in the manner provided in the indenture or the mortgage, as the case may be;

	•	whether the debt securities will be issued in the form of one or more global securities and whether such global securities will be issued in a temporary global form or permanent global form;

	•	the date or dates on which the principal of (and premium, if any, on) the debt securities will be payable or the method or methods, if any, by which such date or dates will be determined;

	•	the date or dates from which any interest will accrue or the method or methods, if any, by which such date or dates will be determined and the date or dates on which such interest will be payable;

	•	the rate or rates, which may be fixed or variable, or the method or methods of determining the rate or rates at which the debt securities will bear any interest;

	•	whether and under what circumstances we will pay “additional amounts,” as defined in the indenture, on the debt securities to any holder who is a “United States alien,” as defined in the indenture, in respect of any tax, assessment or governmental charge, and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts; the term “interest,” as used in this prospectus, includes any additional amounts;

	•	the place or places where the principal of (and premium, if any) and interest on the debt securities shall be payable, and where any registered securities may be surrendered for registration of transfer, conversion or exchange;

	•	a description of any provisions providing for redemption of the debt securities, in whole or in part, at our option, a holder’s option or otherwise, and the terms and provisions of such a redemption;

	•	any sinking fund terms;

	•	the authorized denominations of the debt securities, if other than denominations of $1,000 and any integral multiple thereof (in the case of registered securities) or $5,000 (in the case of bearer securities);

	•	if other than the principal amount thereof, the portion of the principal amount of the debt securities or any of them which shall be payable upon declaration of acceleration of the maturity thereof or the method by which such portion is to be determined;

	•	if other than U.S. dollars, the currency or currencies or currency unit or units of two or more currencies in which debt securities are denominated, for which they may be purchased, and in which principal and any premium and interest is payable;

	•	if the currency or currencies or currency unit or units for which debt securities may be purchased or in which principal and any premium and interest may be paid is at


		our election or at the election of a purchaser, the manner in which an election may be made and its terms;

	•	any index or other method used to determine the amount of payments of principal of, and any premium and interest on, the debt securities;

	•	if there is more than one trustee under the indenture or the mortgage, the identity of the trustee and, if not the trustee, the identity of each security registrar, paying agent and/or authenticating agent with respect to the debt securities;

	•	whether the debt securities shall be issued as original issue discount securities;

	•	whether a credit facility or other form of credit support will apply to the debt securities;

	•	any deletions from, modifications of or additions to the events of default or covenants with respect to the debt securities;

	•	any other specific terms of the debt securities, which terms shall not be inconsistent with the provisions of the indenture or the mortgage, as the case may be.

All debt securities of any one series need not be issued at the same time and all the debt securities of any one series need not bear interest at the same rate or mature on the same date.

If we sell any of the debt securities for foreign currencies or foreign currency units or if the principal of, premium, if any, or interest, if any, on any series of debt securities is payable in foreign currencies or foreign currency units, we will describe the restrictions, elections, tax consequences, specific terms and other information with respect to such issue of debt securities and such currencies or currency units in the applicable prospectus supplement.

Other than as described below under “— Provisions Applicable to General and Refunding Mortgage Bonds — Issuance of Additional Mortgage Bonds” with respect to limitations on the issuance of mortgage bonds, neither the mortgage nor the indenture limits our ability to incur indebtedness. In addition, neither the mortgage nor the indenture affords holders of debt securities protection in the event of a decline in our credit quality or if we are involved in a takeover, recapitalization or highly leveraged or similar transaction. Accordingly, we could in the future enter into transactions that could increase the amount of indebtedness outstanding at that time or otherwise affect our capital structure or credit rating. You should refer to the prospectus supplement relating to a particular series of debt securities for information regarding any deletions from, modifications of or additions to the events of default described below or covenants contained in the indenture, including any addition of a covenant or other provisions providing event risk or similar protection.

The mortgage bonds, which we may issue directly or one of which may secure our obligations with respect to a series of secured debt securities, are to be issued under and secured by the mortgage. A copy of the mortgage is filed as an exhibit to the registration statement of which this prospectus is a part, and reference is hereby made to the mortgage

The following statements concerning the mortgage bonds and the mortgage are brief summaries of certain provisions contained in the mortgage. They do not purport to be complete and are qualified in their entirety by reference to the mortgage as noted below.

The mortgage contains no sinking fund or other similar restrictive requirements.

The bonds of Series KKP No. 10-15, 1989 Series BP No. 2, 1991 Series AP, 1991 Series BP, 1991 Series CP, 1991 Series DP, 1991 Series EP, 1991 Series FP, 1992 Series AP, 1992 Series BP, 1992 Series CP, 1993 Series AP, 1993 Series FP, 1993 Series IP, 1994 Series AP, 1994 Series BP, 1995 Series AP, 1995 Series BP, 1999 Series AP, 1999 Series BP, 1999 Series CP, 2000 Series BP, 2001 Series AP and 2001 Series BP were issued as security for revenue bonds. The bonds of 1993 Series H, 1993 Series K and 1994 Series C were issued as security for Detroit Edison’s Remarketed Secured Notes 1993 Series A Due 2028, 1993 Series B due 2033, and 1994 Series C due 2034, respectively. Such bonds contain provisions which correspond to the revenue bonds or notes they collateralize in respect of principal amounts, interest rates, maturity dates and redemption. All payments of interest on, and reductions of the principal amounts of, such revenue bonds or notes will be credited as payments to, or will give rise to reductions of principal amounts of, the corresponding bonds issued under the mortgage.

The mortgage bonds may be issued in whole or in part in the form of one or more global securities that shall be deposited with, or on behalf of, DTC or such other depositary as may be specified, and registered in the name of a nominee of the depositary. See “— Book-Entry Securities.” We will issue the mortgage bonds only in fully registered form in denominations of $1,000 and integral multiples thereof or any authorized minimum denomination. Mortgage bonds of any denomination will be exchangeable without charge (except for stamp taxes and other governmental charges) for mortgage bonds of the same series of other denominations.

The mortgage bonds will rank equally as to security with all mortgage bonds of all other series outstanding under the mortgage except insofar as any sinking, improvement or analogous fund may be deemed to afford additional security for the mortgage bonds of any series and except that, as provided in Section 3 of Article VI of the mortgage, the mortgage trustee may, when in possession during a default, apply any residue of collections to payment of principal of such mortgage bonds as are then due if all of the mortgage bonds have not become due.

Detroit Edison has good and marketable title to all properties standing of record in its name (which include all of those properties on which its principal plants, generating stations and substations are erected and on which its general office and service buildings are constructed and all other important parcels of real estate and improvements thereon,

other than pollution control facilities standing in the names of certain municipalities which are being sold to Detroit Edison pursuant to installment sales contracts and the undivided ownership interest of the Michigan Public Power Agency in a portion of the Belle River Power Plant), subject to the lien of the mortgage and subject to minor exceptions, defects, irregularities and deficiencies which, in the opinion of Detroit Edison, do not materially impair the use of such property, and has adequate rights to maintain and operate such of its distribution facilities as are located on public or other property. The mortgage is a first lien (subject only to excepted encumbrances as described in the mortgage) on a substantial portion of Detroit Edison’s properties and franchises and will (subject to the necessity for particular filings and recordings in the case of certain personal property) constitute a first lien on any such properties hereafter acquired by Detroit Edison, except that (1) after-acquired property will be subject to prior liens and encumbrances, if any, existing when acquired by Detroit Edison, (2) the mortgage will not become a lien upon after-acquired real property in a new county until it has been duly filed and recorded, and (3) the mortgage may not be effective as to property acquired subsequent to the filing of a bankruptcy proceeding with respect to Detroit Edison.

Additional mortgage bonds may be issued under the mortgage (Article III) on the basis of retirements of equal amounts of mortgage bonds or prior lien bonds; deposit of cash with the mortgage trustee; and 60% of property additions; provided that (in the case of the issue of mortgage bonds upon the basis of property additions or the deposit of cash) the earnings of Detroit Edison (after all taxes) available for interest and reserves, including depreciation, for any consecutive twelve-month period within the immediately preceding fifteen months shall have been at least one and three-quarters times the annual interest charges on all mortgage bonds then outstanding under the mortgage, all mortgage bonds then applied for, and all prior lien bonds if there are any outstanding. Cash deposited with the mortgage trustee as the basis for the issuance of additional mortgage bonds may be withdrawn by Detroit Edison up to an amount equal to the aggregate principal amount of mortgage bonds to the authentication and delivery of which Detroit Edison shall have become entitled on the basis of property additions, or equal to the aggregate principal amount of mortgage bonds theretofore authenticated and delivered under the mortgage which are delivered to the mortgage trustee for cancellation (Article III, Section 7).

At March 31, 2001, we could have issued approximately $4.2 billion of mortgage bonds on the basis of property additions, assuming an interest rate of 7% for purposes of the earnings test, and approximately $2.3 billion of mortgage bonds on the basis of mortgage bond retirements.

Detroit Edison may, in the ordinary course of business, use and consume materials and equipment and may alter, repair, replace, change location or position of and add to plants, buildings, machinery and other fixtures without notice to the mortgage bondholders. Leases and contracts may be entered into, terminated or altered, and materials, equipment and supplies may be sold, exchanged or otherwise disposed of, free from the lien of the mortgage, all in the ordinary course of business (Article X, Sections 1 and 2); Detroit Edison may also surrender or modify its franchises or sell or exchange any other part of its property upon compliance with the mortgage requirements (Article X, Sections 3 and 4; Article XA, Section 2); and the mortgage trustee is required to report annually to the mortgage bondholders with respect to any release, or release and substitution of property (Article XII, Section 7).

Detroit Edison and the mortgage trustee may modify the mortgage and the rights and obligations of Detroit Edison and of the mortgage bondholders with the consent of Detroit Edison and of the holders of 85% of the principal amount of mortgage bonds outstanding; provided that no such modification may permit any change in the terms of payment of principal or interest of any bond without the consent of the holder thereof, nor permit the creation of any lien ranking prior to or on a parity with the lien of the mortgage with respect to any property mortgaged thereunder, nor reduce the percentage of mortgage bondholders necessary to consent to such modification (Article XV). The mortgage also provides that Detroit Edison and the mortgage trustee may enter into supplemental indentures for various purposes, adding to or not detracting from the undertakings of Detroit Edison, and that any supplemental indenture shall, insofar as may be required by the provisions of the Trust Indenture Act of 1939 as then in effect, comply with the provisions of that Act (Article XVI).


	•	failure to pay interest when due on the mortgage bonds, continued for 90 days;

	•	failure to pay principal of the mortgage bonds when due;

	•	failure to pay interest on outstanding underlying or prior lien bonds when due, continued for 90 days; failure to pay principal on such bonds when due;

	•	failure to perform or observe covenants, agreements or conditions contained in the mortgage, continued for 90 days after notice of default; and

	•	insolvency or adjudication of bankruptcy or appointment of a receiver not revoked within 90 days (Article VI, Section 2).

Detroit Edison is required to furnish to the mortgage trustee an opinion of counsel as to recordation of each supplemental indenture and an annual opinion as to recording, filing, re-recording and re-filing of the mortgage and supplements thereto (Article XA, Section 3). Detroit Edison is also required to furnish to the mortgage trustee an annual certificate of its officers as to compliance with certain provisions of the mortgage (Article V, Section 19).

The holders of a majority in principal amount of the mortgage bonds have the right to direct the method and place of conducting all proceedings for the sale of the trust estate, foreclosure or appointment of a receiver or other proceedings under the mortgage (Article VI, Section 15); holders of not less than a majority in principal amount, upon providing reasonable security and indemnity to the mortgage trustee, can require the mortgage trustee to take action toward the execution or enforcement of the trusts created by the mortgage (Article VI, Section 16; Article XII, Section 1(b)(8)).

We may issue the debt securities in one or more series with the same or various maturities (Section 301). We may issue debt securities solely in fully registered form as registered securities without coupons, solely in bearer form as bearer securities with or

without coupons, or both as registered securities and bearer securities (Section 301). Registered securities may be exchangeable for other debt securities of the same series, registered in the same name, for a like aggregate principal amount in authorized denominations and will be transferable at any time or from time to time at the office referred to below. No service charge will be made to the holder for any such exchange or transfer except for any tax or governmental charge incidental thereto. If we issue debt securities of any series as bearer securities, the prospectus supplement will contain any restrictions applicable to the offer, sale or delivery of bearer securities and the terms upon which bearer securities of the series may be exchanged for registered securities of the series and, if permitted by applicable laws and regulations, the terms upon which registered securities of the series may be exchanged for bearer securities of the series, whether such debt securities are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global security may exchange such interests for debt securities of such series and the circumstances under which any such exchanges may occur.

Unless otherwise specified in the applicable prospectus supplement, principal and interest, if any, on the debt securities offered thereby are to be payable at the office or agency of Detroit Edison maintained for such purposes in the city where the principal corporate trust office of the indenture trustee is located, and will initially be the principal corporate trust office of the indenture trustee, provided that payment of interest, if any, may be made (subject to collection) at the option of Detroit Edison by check mailed to the persons in whose names the debt securities are registered at the close of business on the day specified in the prospectus supplement accompanying this prospectus.

We may sell debt securities at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. We may describe the Federal income tax consequences and special considerations applicable to any series in the applicable prospectus supplement.

Debt securities will be exchangeable for other debt securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and stated maturity (as defined in the indenture). Debt securities may be presented for registration of transfer (with the form of transfer endorsed thereon duly executed), at the office of the indenture trustee or at the office of any transfer agent designated by Detroit Edison for such purpose, without service charge and upon payment of any taxes and other governmental charges as described in the indenture. Such transfer or exchange will be effected upon the books of the indenture trustee or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request (Section 305).

In the event of any redemption of debt securities, Detroit Edison shall not be required to: (i) issue, register the transfer of or exchange such debt securities during a period beginning at the opening of business 15 days before any selection of such debt securities to be redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption; or (ii) register the transfer of or exchange any such debt security, or portion thereof, called for redemption, except the unredeemed portion of any such debt security being redeemed in part (Section 305).

Detroit Edison shall be deemed to have paid and discharged the indebtedness on all the debt securities of a series and the indenture trustee shall execute instruments acknowledging the satisfaction and discharge of such indebtedness and, if applicable, shall pay, or assign or transfer and deliver to Detroit Edison the related mortgage bond which has been held as security for the debt securities of such series if:


	•	Detroit Edison has deposited or caused to be deposited with the indenture trustee an amount sufficient to pay and discharge the entire indebtedness on all outstanding debt securities of such series for principal (and premium, if any) and interest to the stated maturity or any redemption date, as the case may be; or Detroit Edison has deposited or caused to be deposited with the indenture trustee such amount of direct noncallable obligations of, or noncallable obligations the payment of principal of and interest on which is fully guaranteed by, the United States of America maturing as to principal and interest in such amounts and at such times as will, without consideration of any reinvestment thereof, be sufficient to pay and discharge the entire indebtedness on all outstanding debt securities of such series for principal (and premium, if any) and interest to the stated maturity or any redemption date, as the case may be; and

	•	after giving effect to the satisfaction and discharge of the debt securities and to the release from the lien of the indenture of the mortgage bonds related to such debt securities, the aggregate principal amount of the mortgage bonds relating to all outstanding debt securities shall not be less than the aggregate principal amount of (and premium, if any) all outstanding debt securities; and

	•	Detroit Edison has paid or caused to be paid all other sums payable with respect to the debt securities of such series (Section 503).

Any one of the following events will constitute an event of default under the indenture with respect to the debt securities of any series:


	•	failure to pay any interest on any debt security of that series when due, continued for 30 days;

	•	failure to pay principal of (or premium, if any) on the debt securities of that series when due;

	•	default in the deposit of any sinking fund payment;

	•	in the case of debt securities secured by mortgage bonds, failure to comply with the provisions of the relevant mortgage bond as set forth in the indenture;

	•	failure to perform any other covenant or warranty of Detroit Edison in the indenture (other than a covenant or warranty included in the indenture solely for the benefit of a series of securities other than the debt securities), continued for 60 days after written notice as provided in the indenture;

	•	certain events of bankruptcy, insolvency or reorganization involving Detroit Edison;

	•	in the case of debt securities secured by mortgage bonds, the occurrence of a “default” as such term is defined in the mortgage; and

	•	any other event of default provided with respect to the debt securities of that series (Section 601).

If an event of default with respect to the debt securities of any series occurs and is continuing, either the indenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of such series, by notice as provided in the indenture, may declare the principal amount of such debt securities to be due and payable immediately. At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of money has been obtained by the indenture trustee, and subject to applicable law and certain other provisions of the indenture, the holders of a majority in aggregate principal amount of the debt securities of such series may, under certain circumstances, rescind and annul such acceleration (Section 602).

The indenture provides that within 90 days after the occurrence of any event of default thereunder with respect to the debt securities of any series, the indenture trustee shall transmit, in the manner set forth in the indenture, notice of such event of default to the holders of the debt securities of such series unless such event of default has been cured or waived; provided, however, that except in the case of a default in the payment of the principal of (or premium, if any) or interest on any debt security of such series, the indenture trustee may withhold such notice if and so long as the board of directors, the executive committee or a trust committee of directors or responsible officers of the indenture trustee has in good faith determined that the withholding of such notice is in the interest of the holders of debt securities of such series (Section 701).

If an event of default occurs and is continuing with respect to the debt securities of any series, the indenture trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of debt securities of such series by all appropriate judicial proceedings (Section 603).

The indenture provides that, subject to the duty of the indenture trustee during any default to act with the required standard of care, the indenture trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of debt securities, unless such holders shall have offered to the indenture trustee reasonable indemnity (Section 702). Subject to such provisions for the indemnification of the indenture trustee, and subject to applicable law and certain other provisions of the indenture, the holders of a majority in aggregate principal amount of the outstanding debt securities of a series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee, or exercising any trust or power conferred on the indenture trustee, with respect to the debt securities of such series (Section 612).

We and the indenture trustee may, without the consent of the holders, modify provisions of the indenture for certain purposes, including curing ambiguities and maintaining the qualification of the indenture under the Trust Indenture Act. We and the indenture trustee may modify certain other provisions of the indenture with the consent of the holders of not less than a majority in aggregate principal amount of the debt securities of each series affected by the modification; provided, however, that no such modification or amendment may, without the consent of the holder of each debt security affected thereby,


	•	change the stated maturity of the principal of, or any installment of principal of or interest on, any debt securities,

	•	reduce the principal amount of, or premium or interest on, any debt securities,


	•	change the place of payment, coin or currency in which any debt securities or any premium or any interest thereon is payable,

	•	impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any debt securities (or, in the case of redemption, on or after the redemption date),

	•	reduce the percentage in principal amount of the outstanding debt securities, the consent of whose holders is required in order to take certain actions,

	•	change any obligation of Detroit Edison to maintain an office or agency in the places and for the purposes required by the indenture,

	•	modify or change any of the provisions in the indenture with respect to the mortgage or any of the provisions of the mortgage or the mortgage bonds in a manner adverse to the holders of the debt securities affected thereby, or

	•	modify any of the above provisions (Section 1002).

The holders of at least 66 2/3% in aggregate principal amount of debt securities of any series may, on behalf of the holders of all debt securities of that series, waive compliance by Detroit Edison with certain restrictive provisions of the indenture (Section 1109). The holders of not less than a majority in aggregate principal amount of debt securities of any series may, on behalf of all holders of debt securities of that series, waive any past default and its consequences under the indenture with respect to the debt securities of that series, except a default (a) in the payment of principal of (or premium, if any) or any interest on any debt security of that series, or (b) in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each debt security of that series (Section 613).

Detroit Edison may, without the consent of the holders of the debt securities, consolidate or merge with or into, or convey, transfer or lease its properties and assets substantially as an entirety to, any person that is a corporation, partnership or trust organized and validly existing under the laws of any domestic jurisdiction, or may permit any such person to consolidate with or merge into Detroit Edison or convey, transfer or lease its properties and assets substantially as an entirety to Detroit Edison, provided that any successor person assumes Detroit Edison’s obligations on the debt securities and under the indenture, that after giving effect to the transaction no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing, and that certain other conditions are met (Section 901).

Unless otherwise set forth in the applicable prospectus supplement, each series of secured debt securities will be secured as to payment of principal, interest and premium, if any, as set forth below.

General. In order to secure the obligation of Detroit Edison to pay the principal of (and premium, if any) and interest on the secured debt securities of each series, Detroit Edison will issue and deliver to and pledge with the indenture trustee its mortgage bond (Section 401). The aggregate principal amount of the secured debt securities outstanding

and maximum aggregate amount of premium thereon, if any, will not exceed the aggregate principal amount of the related mortgage bonds pledged with and held by the indenture trustee. The mortgage bonds will bear interest at times and in amounts sufficient to provide for the payment of interest on the related secured debt securities and also will be redeemed at times and in amounts that correspond to the required payments of principal of and any premium on the related secured debt securities. Payments on the secured debt securities will satisfy payment obligations on the underlying mortgage bonds. The mortgage bonds will be secured by a first mortgage lien on certain property owned by Detroit Edison and will rank on a parity with all other general and refunding mortgage bonds of Detroit Edison. As of March 31, 2001, Detroit Edison had outstanding approximately $2.8 billion aggregate principal amount of general and refunding mortgage bonds. See “Provisions Applicable to General and Refunding Mortgage Bonds.”

Satisfaction of Payment Obligation on Mortgage Bond. The interest rate on the mortgage bond will be equal to the aggregate interest due on the related secured debt securities. The indenture provides that the obligation of Detroit Edison to make any payment of the principal of (and premium, if any) or interest on the mortgage bond will be deemed to have been satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of (and premium, if any) or interest on the related secured debt securities, shall have been paid, deemed to have been paid or otherwise satisfied and discharged. In addition, such obligation to make any payment of the principal of (and premium, if any) or interest on the mortgage bond at any time shall be deemed to have been satisfied and discharged to the extent that the amount of Detroit Edison’s obligation to make any payment of the principal of (and premium, if any) or interest on the mortgage bond exceeds the obligation of Detroit Edison at that time to make any payment of the principal of (and premium, if any) or interest on the related secured debt securities.

Redemption of Mortgage Bond. Detroit Edison covenants and agrees in the indenture that upon the required payment of principal or premium, if any, becoming due and payable with respect to any secured debt securities, it will redeem the related mortgage bond in an aggregate principal amount equal to the amount becoming due and payable on such secured debt securities, plus accrued interest; provided, however, that Detroit Edison’s obligation to redeem such mortgage bond will be fully or partially deemed to have been satisfied and discharged to the extent that at the time any such payment shall be due, the then due aggregate principal amount of the secured debt securities, plus the aggregate amount of any premium on, or accrued interest to the redemption date for, such secured debt securities shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged. Except for such redemption, Detroit Edison covenants that it will not redeem the mortgage bond or take any action that will result in the mortgage trustee or Detroit Edison incurring an obligation to redeem the mortgage bond (Section 404).

Surrender and Exchange of Mortgage Bonds. The indenture trustee will surrender to the mortgage trustee for cancellation the mortgage bonds in an aggregate principal amount equal to the aggregate principal amount of any other mortgage bond delivered to and pledged with the indenture trustee pursuant to the indenture in exchange therefor; provided, that the mortgage bonds so delivered to and pledged with the indenture trustee contain no provisions that would impair the benefit of the lien of the mortgage in favor of the holders of the related secured debt securities (Section 406(c)).

Subordinated debt securities will be issued under the indenture and will rank equally with certain other subordinated debt of Detroit Edison that may be outstanding from time to time and will rank junior to all senior indebtedness of Detroit Edison (including any senior debt securities) that may be outstanding from time to time.

The payment of the principal of (and premium, if any) and interest on the subordinated debt securities is expressly subordinated, to the extent and in the manner set forth in the indenture, in right of payment to the prior payment in full of all senior indebtedness of Detroit Edison. (Section 401 of the supplemental indenture creating subordinated debt securities).

Upon (i) any acceleration of the principal amount due on the subordinated debt securities or (ii) any payment or distribution of assets of Detroit Edison of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of Detroit Edison, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal and premium, if any, and interest due upon all senior indebtedness shall first be paid in full, or payment thereof provided for in money or money’s worth in accordance with its terms, before any payment is made on account of the principal of, premium, if any, or interest on the indebtedness evidenced by the subordinated debt securities, and upon any such dissolution or winding-up or liquidation or reorganization any payment or distribution of assets of Detroit Edison of any kind or character, whether in cash, property or securities, to which the holders of the subordinated debt securities would be entitled, except for the provisions of the indenture, shall (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred by the provisions of the subordinated debt securities upon the senior indebtedness and the holders thereof with respect to the subordinated debt securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law), be paid by Detroit Edison or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the holders of the subordinated debt securities if received by them, directly to the holders of senior indebtedness (pro rata to each such holder on the basis of the respective amounts of senior indebtedness held by such holder) or their representatives, to the extent necessary to pay all senior indebtedness (including interest thereon) in full, in money or money’s worth, after giving effect to any concurrent payments or distribution to or for the holders of senior indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the subordinated debt securities. The consolidation of Detroit Edison with or the merger of Detroit Edison into another person or the liquidation or dissolution of Detroit Edison following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided in the indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for these purposes.

In the event that any payment or distribution of assets of Detroit Edison of any kind or character not permitted by the foregoing provisions, whether in cash, property or securities, shall be received by the holders of subordinated debt securities before all senior indebtedness is paid in full, or provision made for such payment, in accordance with its

terms, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such senior indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such senior indebtedness may have been issued, as their respective interests may appear, for application to the payment of all senior indebtedness remaining unpaid to the extent necessary to pay all such senior indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to the holders of such senior indebtedness.

We will make no payment on account of principal of, premium, if any, sinking funds or interest on the subordinated debt securities unless full payment of amounts then due for principal, premium, if any, sinking funds and interest on any senior indebtedness has been made or duly provided for in money or money’s worth in accordance with the terms of such senior indebtedness. We will make no payment on account of principal, premium, if any, sinking funds or interest on the subordinated debt securities if, at the time of such payment or immediately after giving effect thereto, (i) there shall exist a default in the payment of principal, premium, if any, sinking fund or interest with respect to any senior indebtedness, or (ii) there shall have occurred an event or default (other than a default in the payment of principal, premium, if any, sinking funds or interest) with respect to any senior indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holders thereof to accelerate the maturity thereof, and such event of default shall not have been cured or waived or shall not have ceased to exist.

From and after the payment in full of all senior indebtedness, the holders of the subordinated debt securities (together with the holders of any other indebtedness of Detroit Edison which is subordinate in right of payment to the payment in full of all senior indebtedness, which is not subordinate in right of payment to the subordinated debt securities and which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of senior indebtedness to receive payments or distributions of assets or securities of Detroit Edison applicable to the senior indebtedness until the subordinated debt securities shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of senior indebtedness of assets or securities, which otherwise would have been payable or distributable to holders of the subordinated debt securities, shall, as between Detroit Edison, its creditors other than the holders of senior indebtedness, and the holders of the subordinated debt securities, be deemed to be a payment by Detroit Edison to or on account of the senior indebtedness, it being understood that these provisions of the indenture are and are intended solely for the purpose of defining the relative rights of the holders of the subordinated debt securities, on the one hand, and the holders of the senior indebtedness, on the other hand, and nothing contained in the indenture is intended to or shall impair as between Detroit Edison, its creditors other than the holders of senior indebtedness, and the holders of the subordinated debt securities, the obligation of Detroit Edison, which is unconditional and absolute, to pay to the holders of the subordinated debt securities the principal of and interest on the subordinated debt securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the holders of the subordinated debt securities and creditors of Detroit Edison other than the holders of the senior indebtedness, nor shall anything therein prevent the holder of any subordinated debt security from exercising all remedies otherwise permitted by applicable law upon default under such subordinated debt security subject to

Except as we may provide in the applicable prospectus supplement and supplemental indenture, the term “senior indebtedness” is defined in the indenture as indebtedness incurred by Detroit Edison for money borrowed whether outstanding on the date hereof or incurred in the future, all deferrals, renewals or extensions of any such indebtedness and all evidences of indebtedness issued in exchange for any such indebtedness and guarantees by Detroit Edison of the foregoing items of indebtedness for money borrowed by persons other than Detroit Edison and all obligations as lessee under any and all leases of property, equipment and other assets required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles, unless, in any such case, such indebtedness, guarantee or obligation provides by its terms that it shall not constitute senior indebtedness.

If we issue subordinated debt securities, we will describe the aggregate principal amount of senior indebtedness outstanding as of a recent date in the applicable prospectus supplement. The indenture does not restrict the amount of senior indebtedness that Detroit Edison may incur.

Unless we otherwise specify in the applicable prospectus supplement, we will issue to investors securities in the form of one or more book-entry certificates registered in the name of a depository or a nominee of a depository. Unless we otherwise specify in the applicable prospectus supplement, the depository will be The Depository Trust Company, also referred to as DTC. We have been informed by DTC that its nominee will be Cede & Co. Accordingly, we expect Cede to be the initial registered holder of all securities that are issued in book-entry form.

No person that acquires a beneficial interest in securities issued in book-entry form will be entitled to receive a certificate representing those securities, except as set forth in this prospectus or in the applicable prospectus supplement. Unless and until definitive securities are issued under the limited circumstances described below, all references to actions by holders or beneficial owners of securities issued in book-entry form will refer to actions taken by DTC upon instructions from its participants, and all references to payments and notices to holders or beneficial owners will refer to payments and notices to DTC or Cede, as the registered holder of such securities.

Upon the issuance of such book-entry security, DTC or its nominee will credit the accounts of persons held with it with the respective principal or face amounts of the debt securities represented by such book-entry security. Ownership of beneficial interests in such book-entry security will be limited to persons that have accounts with DTC (“participants”) or persons that may hold interests through participants. Ownership of beneficial interests by participants in such book-entry security will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC. Ownership of beneficial interests in such book-entry security by persons that hold through participants will be shown on, and the transfer of that ownership interest within such participant will be effected only through, records maintained by such participant. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such

We will make payment of principal of and interest on the debt securities to DTC or its nominee, as the case may be, as the sole registered owner and holder of the book-entry security for all purposes under the indenture.

Detroit Edison has been advised by DTC that upon receipt of any payment of principal of or interest on any book-entry security, DTC will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such book-entry security as shown on the records of DTC. Payments by participants to owners of beneficial interests in such book-entry security held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in “street name” and will be the sole responsibility of such participants.

So long as DTC, or its nominee, is the registered owner of a book-entry security, or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by such book-entry security for the purposes of receiving payment on such debt securities, receiving notices and for all other purposes under the indenture and such debt securities. Beneficial interests in any series of debt securities will be evidenced only by, and transfer thereof will be effected only through, records maintained by DTC and its participants. Except as provided herein, owners of beneficial interests in any book-entry security will not be entitled to and will not be considered the holders thereof for any purposes under the indenture. Accordingly, each person owning a beneficial interest in such book-entry security must rely on the procedures of DTC, and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indenture.


	•	a limited-purpose trust company organized under New York banking laws;

	•	a “banking organization” within the meaning of the New York banking laws;

	•	a member of the Federal Reserve System;

	•	a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

	•	a “clearing agency” registered under the Securities Exchange Act.


	•	hold securities for “participants”; and

	•	facilitate the computerized settlement of securities transactions among participants through computerized electronic book-entry changes in participants’ accounts, thereby eliminating the need for the physical movement of securities certificates.

Participants have accounts with DTC and include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to indirect participants such as banks, brokers, dealers and trust companies that

Persons that are not participants or indirect participants but desire to buy, sell or otherwise transfer ownership of or interests in securities may do so only through participants and indirect participants. Under the book-entry system, beneficial owners may experience some delay in receiving payments, as payments will be forwarded by our agent to Cede, as nominee for DTC. DTC will forward these payments to its participants, which thereafter will forward them to indirect participants or beneficial owners. Beneficial owners will not be recognized by the applicable registrar, transfer agent or trustee as registered holders of the securities entitled to the benefits of the certificate or the indenture. Beneficial owners that are not participants will be permitted to exercise their rights as an owner only indirectly through participants and, if applicable, indirect participants.

Because DTC can act only on behalf of participants, who in turn act only on behalf of other participants or indirect participants, and on behalf of certain banks, trust companies and other persons approved by it, the ability of a beneficial owner of securities issued in book-entry form to pledge those securities to persons or entities that do not participate in the DTC system may be limited due to the unavailability of physical certificates for the securities.

DTC has advised us that it will take any action permitted to be taken by a registered holder of any securities under the certificate, the indenture or any deposit agreement only at the direction of one or more participants to whose accounts with DTC the securities are credited. Under its usual procedures, DTC mails an omnibus proxy to Detroit Edison as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.’s (DTC’s partnership nominee) consenting or voting rights to those participants to whose accounts the debt securities of a series are credited on the applicable record date (identified in a listing attached to the omnibus proxy).

According to DTC, the information with respect to DTC has been provided to its participants and other members of the financial community for informational purposes only and is not intended to serve as a representation, warranty, or contract modification of any kind.

Unless otherwise specified in the applicable prospectus supplement, a book-entry security will be exchangeable for definitive securities registered in the names of the persons other than DTC or its nominee only if:


	•	DTC notifies us that it is unwilling or unable to continue as depository for the book-entry security or DTC ceases to be a clearing agency registered under the Securities Exchange Act at a time when DTC is required to be so registered; or

	•	we execute and deliver to the trustee an order complying with the requirements of the indenture that the book-entry security will be so exchangeable; or

	•	an event of default has occurred and is continuing.

Any book-entry security that is exchangeable in accordance with the preceding sentence will be exchangeable for securities registered in such names as DTC directs.

If one of the events described in the immediately preceding paragraph occurs, DTC is generally required to notify all participants of the availability through DTC of definitive securities. Upon surrender by DTC of the book-entry security representing the securities


	•	a book-entry security may not be transferred except as a whole book-entry security by or among DTC, a nominee of DTC and/or a successor depository appointed by us; and

	•	DTC may not sell, assign or otherwise transfer any beneficial interest in a book-entry security unless the beneficial interest is in an amount equal to an authorized denomination for the securities evidenced by the book-entry security.

None of Detroit Edison, the trustees or any agent of any of them, will have any responsibility or liability for any aspect of DTC’s or any participant’s records relating to, or for payments made on account of, beneficial interests in a book-entry security.

Bank One Trust Company, National Association is the trustee under the indenture and an affiliate of First Chicago Trust Company of New York, the trustee under the mortgage. Affiliates of the trustees act as lender for, and provide other banking, investment banking and other financial services to, Detroit Edison and its affiliates. The Trust Indenture Act contains limitations on the rights of the trustees, should they become creditors of Detroit Edison, to obtain payment of claims in certain cases or to realize on certain property received by them in respect of any such claims, as security or otherwise. The trustees are permitted to engage in other transactions with Detroit Edison and its subsidiaries from time to time, provided that if the trustees acquire any conflicting interests they must eliminate such conflicts upon the occurrence of an event of default under the indenture or mortgage, as the case may be, or else resign.

Detroit Edison may sell the debt securities through agents, underwriters or dealers, or directly to one or more purchasers without using underwriters or agents.

Detroit Edison may designate agents who agree to use their reasonable efforts to solicit purchases for the period of their appointment or to sell debt securities on a continuing basis.

If Detroit Edison uses underwriters for a sale of debt securities, the underwriters will acquire the debt securities for their own account. The underwriters may resell the debt securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the debt securities will be subject to the conditions set forth in the applicable underwriting agreement. The underwriters will be obligated to purchase all the debt securities offered if any of those debt securities are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers will be described in the applicable prospectus supplement and may be changed from time to time.

Underwriters, dealers and agents that participate in the distribution of the debt securities may be underwriters as defined in the Securities Act and any discounts or commissions they receive from Detroit Edison and any profit on their resale of the debt securities may be treated as underwriting discounts and commissions under the Securities Act. The applicable prospectus supplement will identify any underwriters, dealers or agents and will describe their compensation. Detroit Edison may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions with or perform services for us or our subsidiaries in the ordinary course of their businesses.

Unless otherwise specified in the applicable prospectus supplement, each class or series of debt securities will be a new issue with no established trading market. Detroit Edison may elect to list any class or series of debt securities on any exchange but is not obligated to do so. It is possible that one or more underwriters may make a market in a class or series of debt securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. Detroit Edison cannot give any assurance as to the liquidity of the trading market for any of the debt securities.

Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short-covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

The validity of the debt securities will be passed upon for Detroit Edison by T.A. Hughes, Vice President and General Counsel. In addition, other customary legal matters relating to the offering of the debt securities, including matters relating to our due incorporation, legal existence and authorized capitalization, will be passed upon for Detroit Edison by T.A. Hughes, Vice President and General Counsel. Mr. Hughes beneficially owns approximately 800 shares of DTE common stock and holds options to purchase an additional 30,750 shares. Except as otherwise set forth in a prospectus supplement, the validity of the debt securities will be passed upon for any underwriters, dealers or agents by Sidley Austin Brown & Wood LLP, New York, New York. Sidley Austin Brown & Wood LLP will rely on the opinion of Mr. Hughes with respect to Michigan law.

The financial statements and the related financial statement schedule of The Detroit Edison Company incorporated in this prospectus by reference from The Detroit Edison Company’s Annual Report on Form 10-K for the year ended December 31, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

With respect to the unaudited interim financial information for the periods ended March 31, 2001 and 2000 which is incorporated herein by reference, Deloitte & Touche LLP have applied limited procedures in accordance with professional standards for a review of such information. However, as stated in their report included in Detroit Edison’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited interim financial information because those reports are not “reports” or a “part” of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.

We file annual, quarterly and special reports, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the Securities and Exchange Commission’s web site at http://www.sec.gov. You may also read and copy any document we file at the Securities and Exchange Commission’s public reference rooms located at:

Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges.

You can also inspect reports and other information about Detroit Edison at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

The Securities and Exchange Commission allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the Securities and Exchange Commission will automatically update and supersede this information. Until we sell all of the debt securities covered by this prospectus, or after the date of this initial

registration statement to the date of effectiveness of this registration statement, we incorporate by reference the documents listed below and any future filings we make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (other than information in such documents that is deemed not to be filed):


	•	Annual Report on Form 10-K for the year ended December 31, 2000, filed on March 1, 2001 (including information specifically incorporated by reference into Detroit Edison’s Form 10-K from DTE’s definitive Proxy Statement for its 2001 annual meeting of shareholders, filed on March 26, 2001);

	•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed on May 11, 2001.

Each of these documents is available from the Securities and Exchange Commission’s web site and public reference rooms described above. You may also request a copy of these filings, excluding exhibits, at no cost by writing or telephoning Detroit Edison, at our principal executive office, which is:


	The Detroit Edison Company
	2000 2nd Avenue
	Detroit, Michigan 48226-1279
	(313) 235-8000

Our web site address is http://www.detroitedison.com. The information on our web site is not incorporated by reference into this prospectus. You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. Detroit Edison has not authorized anyone to provide you with different information.

Detroit Edison is not making an offer of the debt securities covered by this prospectus in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement or in any other document incorporated by reference in this prospectus is accurate as of any date other than the date of those documents.

Estimated expenses, other than underwriting discounts and commissions, in connection with the issuance and distribution of the debt securities are as follows:

(a) Indemnification. Pursuant to Article VI of Detroit Edison’s Restated Articles of Incorporation, directors of Detroit Edison will not be personally liable to Detroit Edison or its shareholders in the performance of their duties to the full extent permitted by law.

Article VII of Detroit Edison’s Restated Articles of Incorporation provides that each person who is or was or had agreed to become a director or officer of Detroit Edison, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors as an employee or agent of Detroit Edison or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by Detroit Edison to the full extent permitted by the Michigan Business Corporation Act or any other applicable laws as presently or hereafter in effect. In addition, pursuant to the authority granted by Article VII of the Restated Articles of Incorporation Detroit Edison has entered into indemnification agreements with its officers and directors which provide for indemnification to the maximum extent permitted by law. These agreements set forth certain procedures for the advancement by Detroit Edison of certain expenses to indemnitees.

Section 209(c) of the Act permits a corporation to eliminate or limit a director’s liability to the corporation or its shareholders for money damages for any action taken or any failure to take action as a director, except liability for (1) the amount of financial benefit received by a director to which he or she is not entitled; (2) the intentional infliction of harm on the corporation or the shareholders; (3) a violation of Section 551 of the Act, dealing with unlawful distributions; or (4) for an intentional criminal act.

Sections 561 and 562 of the Act permit a corporation to indemnify its directors and officers against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties, if such directors or officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the

corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made for expenses actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, but only with respect to a matter as to which they have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made if such person will have been found liable to the corporation, unless and only to the extent that the court in which the action or suit was brought will determine upon application that the defendant officers or directors are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Section 563 of the Act provides that a director or officer who has been successful on the merits or otherwise in defense of an action, suit or proceeding referred to in Sections 561 and 562 shall be indemnified against actual and reasonable expenses, including attorney’s fees, incurred by him or her in connection with the action, suit or proceeding, or proceeding brought to enforce this mandatory indemnification.

Reference is made to the underwriting agreement or agreements filed or incorporated by reference as exhibits hereto, which will provide for indemnification of controlling persons, directors and certain officers of the registrant against certain liabilities.

(b) Insurance. Detroit Edison (with respect to indemnification liability) and its directors and officers (in their capacities as such) are insured against liability for wrongful acts (to the extent defined) under three insurance policies providing aggregate coverage for DTE and its affiliates in the amount of $100 million.


	(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.


	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3, and if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.


	(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(a) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.


	(b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Detroit, State of Michigan on the 18th day of June, 2001.


	By:	/s/ ANTHONY F. EARLEY, JR.



	Anthony F. Earley, Jr.,
	Chairman of the Board
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas A. Hughes, Vice President and General Counsel and N.A. Khouri, Vice President and Treasurer, and each of them, the undersigned’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in ratifying and confirming all the said attorneys-in-fact and agents, or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities and on the dates indicated.

References are to Detroit Edison (File No. 1-2198) for documents incorporated by reference. EX-1.1 2 k63078ex1-1.txt FORM OF UNDERWRITING AGREEMENT 1 EXHIBIT 1.1 THE DETROIT EDISON COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT [ ] To the Representatives of the several Underwriters named in the respective Pricing Agreements hereinafter described. Ladies and Gentlemen: From time to time The Detroit Edison Company, a Michigan corporation (the "Company"), proposes to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the "Securities"), which may consist of (i) General and Refunding Mortgage Bonds (the "Mortgage Bonds"), (ii) debt securities secured by Mortgage Bonds ("Secured Securities") and/or (iii) unsecured debt securities, in each case as specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the "Designated Securities"). Mortgage Bonds will be issued under the Mortgage and Deed of Trust, dated as of October 1, 1924, between the Company and First Chicago Trust Company of New York, as trustee (the "Mortgage Trustee"), as amended and supplemented by various supplemental indentures including the supplemental indenture (a "Supplemental Indenture") creating the Designated Securities (the "Mortgage"). Any other Securities will be issued under the Indenture, dated as of June 30, 1993, between the Company and Bank One Trust Company, National Association, as trustee (the "Indenture Trustee" and each of the Indenture Trustee and the Mortgage Trustee, a "Trustee"), as amended and supplemented by various supplemental indentures including the supplemental indenture (a "Supplemental Indenture") creating the Designated Securities (the "Indenture"). If specified in Schedule II to the applicable Pricing Agreement, payment of the principal of, premium, if any, and interest on each series of Secured Securities will be secured by the pledge by the Company to the Indenture Trustee of a Mortgage Bond (each, a "Pledged Bond") to be issued under the Mortgage. 2 The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Mortgage or the Indenture, as the case may be, and the Supplemental Indenture thereto identified in such Pricing Agreement. 1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the "Representatives"). The term "Representatives" also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representative. This underwriting agreement (the "Agreement") shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Mortgage or, as the case may be, the Indenture, and the Registration Statement (as defined below) and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications, facsimile or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint. 2. The Company represents and warrants to, and agrees with, each of the Underwriters that: (a) A registration statement on Form S-3 (No. 333-[ ]) in respect of the Securities has been filed with the Securities and Exchange Commission (the "Commission"); such registration statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters have been declared effective by the Commission in such form; no other document with respect to such registration statement or any post-effective amendment thereto or document incorporated by reference therein (other than prospectuses relating to the offering of securities other than the Designated Securities) has heretofore been filed or transmitted for filing with the Commission; and no stop order suspending the effectiveness of such registration statement or any post-effective amendment thereto has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in such registration statement or any post-effective amendment thereto or filed with the Commission pursuant to Rule 424(a) of the rules 2 3 and regulations of the Commission under the Securities Act of 1933, as amended (the "Act"), being hereinafter called a "Preliminary Prospectus"; the various parts of such registration statement or any post-effective amendment thereto, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, excluding the Statements of Eligibility and Qualification on Form T-1 of the Mortgage Trustee and Indenture Trustee (the "Forms T-1"), each as amended at the time such part of the registration statement became effective, being hereinafter called the "Registration Statement"; the prospectus relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing); (b) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the respective rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein 3 4 not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to the Designated Securities; (d) Neither the Company nor any of its Significant Subsidiaries (as defined below) has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material change in the capital stock or long-term debt of the Company or any of its Significant Subsidiaries or any material adverse change, or any development involving a prospective material adverse change (in either case not in the ordinary course of business), in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus; "Significant Subsidiary" shall mean each subsidiary listed on Schedule III to the Pricing Agreement; the only subsidiaries of the Company are (i) those subsidiaries listed on Schedule III and (ii) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X of the rules and regulations under the Act; (e) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; and, except as described in the Registration Statement and the Prospectus, the Company holds all material licenses, certificates and permits (or has applications pending) from governmental authorities necessary for the conduct of its business; (f) Each Significant Subsidiary, if any, of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the power and authority (corporate and other) to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; and, except as described in the Registration Statement and the Prospectus, each Significant Subsidiary of the Company holds all material licenses, certificates and permits (or has applications pending) from governmental authorities necessary for the conduct of its business; 4 5 (g) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (h) This Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered by the Company; (i) The Company has good and marketable title to all properties standing of record in its name (which includes, without limitation, all of those properties, except pollution control facilities standing in the names of certain municipalities which are being purchased by the Company pursuant to installment sales contracts and the undivided ownership interest of Michigan Public Power Agency in a portion of the Belle River Power Plant, in each case as described in the Prospectus, which constitute or on which there are erected its principal plants, generating stations and substations and on which its general office and service buildings are constructed and all other important parcels of real estate) and improvements thereon, subject to the lien of the Mortgage and to minor exceptions and minor defects, irregularities and deficiencies which in the opinion of the Company, do not materially impair the use of such property for the purpose for which it is held by the Company, and the Company has adequate rights to maintain and operate such of its distribution facilities as are located on public or other property not owned by the Company; (j) If the Designated Securities consist of Mortgage Bonds or Secured Securities, the Mortgage is a first lien (subject to no prior liens, charges, encumbrances or security interests, except current taxes and assessments not yet due and minor encumbrances which do not materially impair the use of such property for the purpose for which it is held by the Company) duly filed and recorded, on substantially all of the Company's tangible properties and franchises (other than items purchased for resale in the ordinary course of business) and (subject to the necessity for particular filings and recordings in the case of certain personal property such as railroad rolling stock) will constitute a like lien on any such properties hereafter acquired by the Company except that any such after-acquired property will be subject to prior liens and encumbrances, if any, existing when acquired by the Company, except that the Mortgage will not become a lien upon after-acquired real property in a new county until it has been duly filed and recorded and except that the Mortgage may not be effective as to property acquired subsequent to the filing of a case with respect to the Company under the Bankruptcy Code (defined as Title 11, United States Code, Sections 1 et seq., as amended); (k) The Securities have been duly authorized, and, when Designated Securities are issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such Designated Securities, such Designated Securities will have been duly executed, authenticated, issued and delivered, will be entitled to the benefits of the Mortgage, in the case of Mortgage Bonds, or the Indenture, in the case of other Securities, and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; the Mortgage, in the case of Mortgage Bonds, including Pledged Bonds, and/or the Indenture, in the case of Securities other than Mortgage Bonds, has been duly authorized and duly qualified 5 6 under the Trust Indenture Act and, at the Time of Delivery for such Designated Securities (as defined in Section 4 hereof), the Mortgage, in the case of Mortgage Bonds, including Pledged Bonds, and/or the Indenture, in the case of Securities other than Mortgage Bonds, will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Mortgage, in the case of Mortgage Bonds, including Pledged Bonds, and/or the Indenture, in the case of other Securities, conforms, and the Designated Securities will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented with respect to such Designated Securities; (l) If the Designated Securities consist of Secured Securities, the Pledged Bond has been duly authorized and established in conformity with the provisions of the Mortgage and, when the Pledged Bond has been executed and authenticated in accordance with the provisions of the Mortgage and pledged to the Indenture Trustee as contemplated by the Indenture, the Pledged Bond will be entitled to the benefits of the Mortgage and will be a valid and binding obligation of the Company, enforceable in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; the payments of the principal of, premium, if any, and interest on the Secured Securities to which a Pricing Agreement relates are secured by the related Pledged Bond; assuming that the Indenture Trustee holds the Pledged Bond as provided in the Indenture, the Indenture creates a valid and perfected first priority security interest in the Pledged Bond; and the Mortgage conforms, and the Pledged Bond will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented; (m) The issue and sale of the Designated Securities and the compliance by the Company with all of the provisions of the Designated Securities, the Mortgage, in the case of Mortgage Bonds or a Pledged Bond, the Indenture in the case of other Securities, this Agreement and any Pricing Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Articles of Incorporation, as amended, or By-laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by this Agreement or any Pricing Agreement or the Mortgage, in the case of Mortgage Bonds or a Pledged Bond, or the Indenture, in the case of other Securities, except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters; 6 7 (n) The statements set forth in the Prospectus as supplemented with respect to the Designated Securities under the caption "Description of Debt Securities" (or similar captions), insofar as it purports to constitute a summary of the terms of the Designated Securities and, if applicable, under the caption "Taxation" (or similar caption), and under the captions "Plan of Distribution" and "Underwriting", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair; (o) Neither the Company nor any of its Significant Subsidiaries is in violation of its Restated Articles of Incorporation, or, as the case may be, articles of incorporation or other equivalent document, or By-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound; (p) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, shareholders' equity or results of operations of the Company and its subsidiaries; and, other than as set forth in the Prospectus, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (q) The Company is not and, after giving effect to the offering and sale of the Securities, will not be an "investment company", as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"); (r) Deloitte & Touche LLP, who certified the financial statements and supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus, are independent public accountants with respect to the Company and its consolidated subsidiaries as required by the Act and the rules and regulations thereunder; (s) The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. The Company has no material contingent obligation which is not disclosed in the Registration Statement and the Prospectus. The supporting schedules, if any, included in the Registration Statement and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. If applicable, the pro forma financial statements of the Company and its consolidated subsidiaries and the related notes thereto included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and 7 8 have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; (t) Other than as set forth in the Prospectus, the Company and its Significant Subsidiaries are (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) have received (or have pending) all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; and (u) The Company is not a "holding company" but is an "affiliate" of a "holding company" (within the meaning of the Public Utility Holding Company Act of 1935, as amended (the "1935 Act")), which holding company is exempt from the provisions of the 1935 Act, other than Section 9(a)(2) thereof, pursuant to Section 3(a)(1) thereof. 3. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. 4. Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in the Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor in the manner specified in the Pricing Agreement relating thereto, payable to the order of the Company, all at the place and time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "Time of Delivery" for such Securities. 5. The Company agrees with each of the Underwriters of any Designated Securities: (a) To prepare the Prospectus as amended or supplemented in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities which shall be disapproved by 8 9 the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; (b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) To furnish the Underwriters with copies of the Prospectus as amended or supplemented in such quantities as the Representatives may reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; (d) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11 (a) of the Act and the rules and 9 10 regulations of the Commission thereunder (including, at the option of the Company, Rule 158); and (e) During the period beginning from the date of the Pricing Agreement for such Designated Securities and continuing to and including the later of (i) the termination of trading restrictions for such Designated Securities, as notified to the Company by the Representatives and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar to such Designated Securities, without the prior written consent of the Representatives. (f) If the Designated Securities are Secured Securities, at the Time of Delivery the Company will issue and deliver the related Pledged Bond to the Indenture Trustee as security for the Designated Securities. 6. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Securities under the Act and all other reasonable expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, the Mortgage, any Indenture, any Blue Sky and legal investment memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the reasonable fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with the Mortgage, the Indenture and the Securities; (vii) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities and (viii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section; it being acknowledged and agreed that the Underwriters shall have no responsibility for payment of any of the foregoing costs, fees, disbursements and expenses, whether reasonable or not. It is understood, however, that, except as provided in this Section, and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make. 7. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of 10 11 the Company in or incorporated by reference in the Pricing Agreement relating to such Designated Securities are, at and as of the Time of Delivery for such Designated Securities, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus as amended or supplemented in relation to the applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424 (b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives' reasonable satisfaction; (b) Counsel for the Underwriters shall have furnished to the Representatives such opinion or opinions, dated the Time of Delivery for such Designated Securities, with respect to this Agreement, the validity of the Mortgage or, as the case may be, the Indenture, the Designated Securities, the Registration Statement, the Prospectus as amended or supplemented and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) Thomas A. Hughes, Esq., Vice President and General Counsel to the Company, shall have furnished to the Representatives his written opinion, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus as amended or supplemented and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; and, except as described in the Registration Statement and the Prospectus, the Company holds all material licenses, certificates and permits (or has applications pending) from governmental authorities necessary for the conduct of its business; (ii) The Company has an authorized capitalization as set forth in the Prospectus as amended or supplemented and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) Each Significant Subsidiary, if any, of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the power and authority (corporate and other) to own 11 12 its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; and, except as described in the Registration Statement and the Prospectus, each Significant Subsidiary of the Company holds all material licenses, certificates and permits (or has applications pending) from governmental authorities necessary for the conduct of its business; (iv) To the best of such counsel's knowledge after due inquiry and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would, individually or in the aggregate, have a material adverse effect on the consolidated financial position, shareholders' equity or results of operations of the Company and its subsidiaries; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (v) This Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered by the Company; (vi) The Company has good and marketable title to all properties standing of record in its name (which includes, without limitation, all of those properties, except pollution control facilities standing in the names of certain municipalities which are being purchased by the Company pursuant to installment sales contracts and the undivided ownership interest of Michigan Public Power Agency in a portion of the Belle River Power Plant, in each case as described in the Prospectus, which constitute or on which there are erected its principal plants, generating stations and substations and on which its general office and service buildings are constructed and all other important parcels of real estate) and improvements thereon, subject to the lien of the Mortgage and to minor exceptions and minor defects, irregularities and deficiencies which, in the opinion of the Company, do not materially impair the use of such property for the purpose for which it is held by the Company, and the Company has adequate rights to maintain and operate such of its distribution facilities as are located on public or other property owned by the Company; (vii) The Designated Securities have been duly authorized and established in conformity with the provisions of the Mortgage, in the case of the Mortgage Bonds, or the Indenture, in the case of other Securities, and, when such Designated Securities are executed by the Company and authenticated by the applicable Trustee in accordance with the provisions of the Mortgage, in the case of the Mortgage Bonds, or the Indenture, in the case of other Securities, such Designated Securities will be secured by the lien of and entitled to the benefits of Mortgage, in the case of the Mortgage Bonds, or entitled to the benefits of the Indenture, in the case of other Securities, and will be valid and legally binding obligations of the Company, enforceable in accordance with their terms except as 12 13 (i) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; and the Designated Securities and the Mortgage, in the case of the Mortgage Bonds, or the Indenture, in the case of other Securities, conform in all material respects to the descriptions thereof in the Prospectus as amended or supplemented with respect to such Designated Securities; (viii) The Mortgage, in the case of the Mortgage Bonds, including Pledged Bonds, and/or the Indenture, in the case of Securities other than Mortgage Bonds, has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, fraudulent conveyance and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Mortgage, in the case of the Mortgage Bonds, including Pledged Bonds, and the Indenture, in the case of Securities other than Mortgage Bonds, has been duly qualified under the Trust Indenture Act; (ix) If the Designated Securities consist of Mortgage Bonds or Secured Securities, the Mortgage is a first lien (subject to no prior liens, charges, encumbrances or security interests, except current taxes and assessments not yet due and minor encumbrances which, in such counsel's opinion, do not materially impair the use of such property for the purpose for which it is held by the Company), duly filed and recorded, on substantially all of the Company's tangible properties and franchises (other than items purchased for resale in the ordinary course of business) and (subject to the necessity for particular filings and recordings in the case of certain personal property such as railroad rolling stock) will constitute a like lien on any such properties hereafter acquired by the Company except that any such after-acquired property will be subject to prior liens and encumbrances, if any, existing when acquired by the Company, except that the Mortgage will not become a lien upon after-acquired real property in a new county until it has been duly filed and recorded and except that the Mortgage may not be effective as to property acquired subsequent to the filing of a case with respect to the Company under the Bankruptcy Code; (x) If the Designated Securities consist of Secured Securities, the Pledged Bond has been duly authorized and established in conformity with the provisions of the Mortgage and, when the Pledged Bond has been executed and authenticated in accordance with the provisions of the Mortgage and pledged to the Indenture Trustee as contemplated by the Indenture, the Pledged Bond will be entitled to the benefits of the Mortgage and will be a valid and binding obligation of the Company, enforceable in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; the payments of the principal of, premium, if any, and interest on the Secured Securities to which a Pricing Agreement relates are secured by the related Pledged Bond; assuming that the Indenture Trustee holds the Pledged Bond as provided in the Indenture, the Indenture creates a valid and perfected first priority 13 14 security interest in the Pledged Bond; and the Mortgage conforms, and the Pledged Bond will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented; (xi) The issue and sale of the Designated Securities and the compliance by the Company with all of the provisions of the Designated Securities, the Mortgage, in the case of Mortgage Bonds or a Pledged Bond, the Indenture, in the case of other Securities, this Agreement and the Pricing Agreement with respect to the Designated Securities and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel, after due inquiry, to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such actions result in any violation of the provisions of the Restated Articles of Incorporation, as amended, or By-laws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency, including, without limitation, the Michigan Public Service Commission, or any body having jurisdiction over the Company or any of its properties, except that such counsel need express no opinion as to rights to indemnity which may be limited by applicable law; (xii) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency, including, without limitation, the Michigan Public Service Commission, or any other body is required for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by this Agreement or such Pricing Agreement or the Mortgage, in the case of the Mortgage Bonds or a Pledged Bond, or the Indenture, in the case of other Securities, except such as have been obtained under the Act, the Trust Indenture Act and from the Michigan Public Service Commission and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters; (xiii) The statements set forth in the Prospectus as supplemented with respect to the Designated Securities under the caption "Description of Debt Securities" (or similar captions), insofar as it purports to constitute a summary of the terms of the Designated Securities and, if applicable, under the caption "Taxation" (or similar caption), and under the captions "Plan of Distribution" and "Underwriting", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair; (xiv) Neither the Company nor any of its Significant Subsidiaries is in violation of its Restated Articles of Incorporation, or, as the case may be, articles of incorporation or other equivalent document, or By-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound; 14 15 (xv) The Company is not and, after giving effect to the offering and sale of the Securities, will not be an "investment company", as such term is defined in the Investment Company Act; (xvi) The Company is not a "holding company" but is an "affiliate" of a "holding company" (within the meaning of the Public Utility Holding Company Act of 1935, as amended (the "1935 Act")), which holding company is exempt from the provisions of the 1935 Act, other than Section 9(a)(2) thereof, pursuant to Section 3(a)(1) thereof; (xvii) The documents incorporated by reference in the Prospectus as amended or supplemented (other than the financial statements and related schedules and financial data therein and except for those parts of the Registration Statement which constitute the Forms T-1, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and such counsel has no reason to believe that any of such documents, when they became effective or were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of other documents which were filed under the Act or the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading; and (xviii) The Registration Statement and the Prospectus as amended or supplemented and any further amendments and supplements thereto made by the Company prior to the Time of Delivery for the Designated Securities (other than the financial statements and related schedules and other financial data therein and except for those parts of the Registration Statement which constitute the Forms T-1, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder; although such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (xiii) of this Section 7(c); such counsel has no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) made by the Company prior to the Time of Delivery (other than the financial statements and related schedules and other financial data therein and except for those parts of the Registration Statement which constitute the Forms T-1, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Company prior to the Time of 15 16 Delivery (other than the financial statements and related schedules and other financial data therein and except for those parts of the Registration Statement which constitute the Forms T-1, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or that, as of the Time of Delivery, either the Registration Statement or the Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules and other financial data therein and except for those parts of the Registration Statement which constitute the Forms T-1, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and such counsel does not know of any amendment to the Registration Statement required to be filed or any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus as amended or supplemented or required to be described in the Registration Statement or the Prospectus as amended or supplemented which are not filed or incorporated by reference or described as required; (d) Except as otherwise agreed, on the date of the Pricing Agreement relating to the Designated Securities, the independent accountants of the Company who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to the Representatives a letter or letters dated the date of the Pricing Agreement, each in a form satisfactory to you; (e) At the Time of Delivery for such Designated Securities, the independent accountants of the Company who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to the Representatives a "bring down" letter or letters dated at the Time of Delivery, each in a form satisfactory to you or, if no letter has been previously delivered pursuant to paragraph (d) above, a letter to the effect specified pursuant to such paragraph (d), but dated at the Time of Delivery; (f) (i) Neither the Company nor any of its Significant Subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented prior to the date of the Pricing Agreement relating to the Designated Securities any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented prior to the date of the Pricing Agreement relating to the Designated Securities, and (ii) since the respective dates as of which information is given in the Prospectus as amended or supplemented prior to the date of the Pricing Agreement relating to the Designated Securities there shall not have been any material change in the capital stock or long-term debt of the Company or any of its Significant Subsidiaries or any material adverse change, or any development involving a prospective material adverse change (other than such as may have occurred in the ordinary course of business), in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Company 16 17 and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented; (g) On or after the date of the Pricing Agreement relating to the Designated Securities (i) no downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g) (2) under the Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; (h) On or after the date of the Pricing Agreement relating to the Designated Securities there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company's securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war if the effect of any such event specified in this clause (iv) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus as first amended or supplemented relating to the Designated Securities; and (i) The Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (f) of this Section and as to such other matters as the Representatives may reasonably request. 8.(a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any reasonable legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue 17 18 statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities. (b) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does 18 19 not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint. (e) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and 19 20 conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act. 9.(a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing 20 21 Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 10. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities. 11. If any Pricing Agreement shall be terminated pursuant to Section 9 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 6 and Section 8 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 6 and Section 8 hereof. 12. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement: Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 13. This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Section 8 and Section 10 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of 21 22 this Agreement or any such Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. 14. Time shall be of the essence of each Pricing Agreement. As used herein, "business day" shall mean any day when the Commission's office in Washington, D.C. is open for business. 15. This Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York. 16. This Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Very truly yours, The Detroit Edison Company By: ------------------------------------- Name: Title: Accepted as of the date hereof: [Underwriters] By: [ ] By: ------------------------------- Name: Title: 22 23 ANNEX I PRICING AGREEMENT [Underwriters] [ ] Dear Sirs: The Detroit Edison Company, a Michigan corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated [ ] (the "Underwriting Agreement"), between the Company on the one hand and [Underwriters] to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the 1 24 Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, The Detroit Edison Company By: ------------------------------------- Name: Title: Accepted as of the date hereof: [Underwriters] By: [ ] By: ------------------------------- Name: Title: 2 25 SCHEDULE I

Sch. I-1 26 SCHEDULE II TITLE OF DESIGNATED SECURITIES: AGGREGATE PRINCIPAL AMOUNT: $[ ] PRICE TO PUBLIC: PURCHASE PRICE BY UNDERWRITERS: FORM OF DESIGNATED SECURITIES: SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same day funds. MORTGAGE AND DEED OF TRUST: Mortgage and Deed of Trust dated as of October 1, 1924, as supplemented by and through a Supplemental Indenture dated as of [ ] between the Company and First Chicago Trust Company of New York, as Trustee. INDENTURE: Indenture dated as of June 30, 1993, as supplemented by and through a Supplemental Indenture, dated as of [ ] between the Company and Bank One Trust Company, National Association, as Trustee. MATURITY: INTEREST RATE: DAY COUNT: 360-day year of twelve 30-day months Sch. II-1 27 INTEREST PAYMENT DATES: [ ] and [ ], of each year REDEMPTION PROVISIONS: As set forth in the Designated Securities SINKING FUND PROVISIONS: No sinking fund provisions. OTHER PROVISIONS: TIME OF DELIVERY: CLOSING LOCATION FOR DELIVERY OF SECURITIES: Sidley Austin Brown & Wood LLP One World Trade Center New York, New York 10048 NAMES AND ADDRESSES OF REPRESENTATIVES: Sch. II-2 28 SCHEDULE III SIGNIFICANT SUBSIDIARIES Sch. III-1 EX-1.2 3 k63078ex1-2.txt FORM OF DISTRIBUTION AGREEMENT 1 EXHIBIT 1.2 THE DETROIT EDISON COMPANY $__________________ Secured Medium-Term Notes, Series __ Due Not Less than Two Years from Date of Issue FORM OF DISTRIBUTION AGREEMENT _______________, [Names and addresses of Agents] Dear Sirs: The Detroit Edison Company, a Michigan corporation (the "Company"), confirms its agreement with you with respect to the issue and sale from time to time by the Company of up to $_____________ aggregate initial public offering price of its Secured Medium-Term Notes, Series _, due not less than two years from date of issue (the "Notes"). The Notes are to be issued under and secured by the Mortgage and Deed of Trust dated as of October 1, 1924 between the Company and First Chicago Trust Company of New York, as successor trustee (the "Trustee"), as amended and supplemented by various Supplemental Indentures and as to be further amended and supplemented by a Supplemental Indenture to be dated as of____________, creating the Notes (the "Mortgage"). Reference is hereby made to the Mortgage for full and complete statements of the provisions thereof, including the definitions of certain terms used, and for other information with respect to the Notes. The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Basic Prospectus referred to below. Subject to the terms and conditions stated herein and subject to the reservation by the Company of the right to sell Notes directly to investors (other than broker-dealers) on its own behalf, the Company hereby appoints you as its exclusive agents for the purpose of soliciting and receiving offers to purchase Notes from the Company by others and, on the basis of the representations and warranties herein contained, but subject to the terms and 2 conditions herein set forth, you agree to use reasonable efforts to solicit and receive offers to purchase Notes upon terms acceptable to the Company at such times and in such amounts as the Company shall from time to time specify. In addition, you may also purchase Notes as principal pursuant to the terms of a Terms Agreement relating to such sale (a "Terms Agreement") in accordance with the provisions of Section 2(b) hereof. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus, relating to the Notes. Such registration statement, including the exhibits thereto, as amended at the Commencement Date (as hereinafter defined), is hereinafter referred to as the "Registration Statement." The Company proposes to file with the Commission from time to time, pursuant to Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"), supplements to the prospectus included in the Registration Statement that will describe certain terms of the Notes. The prospectus in the form in which it appears in the Registration Statement is hereinafter referred to as the "Basic Prospectus." The term "Prospectus" means the Basic Prospectus together with the prospectus supplement or supplements (each a "Prospectus Supplement") specifically relating to Notes, as filed with, or transmitted for filing to, the Commission pursuant to Rule 424. As used herein, the terms "Basic Prospectus" and "Prospectus" shall include in each case the documents, if any, incorporated by reference therein. The terms "supplement," "amendment" and "amend" as used herein shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 1. Representations and Warranties. The Company represents and warrants to and agrees with you as of the Commencement Date, as of each date on which you solicit offers to purchase Notes, as of each date on which the Company accepts an offer to purchase Notes (including any purchase by you as principal pursuant to a Terms Agreement), as of each date the Company issues and sells Notes and as of each date the Registration Statement or the Basic Prospectus is amended or supplemented, as follows (it being understood that such representations, warranties and agreements shall be deemed to relate to the Registration Statement, the Basic Prospectus and the Prospectus, each as amended or supplemented to each such date): -2- 3 (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement (including material incorporated by reference therein), when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply, and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Registration Statement and the Prospectus do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that (1) the representations and warranties set forth in this Section 1(b) do not apply (A) to statements or omissions in the Registration Statement or the Prospectus based upon information relating to you furnished to the Company in writing by you expressly for use therein or (B) to those parts of the Registration Statement that constitute the Statements of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Trustee and (2) the representations and warranties set forth in clauses (iii) and (iv) above, when made as of the Commencement Date or as of any date on which you solicit offers to purchase Notes or on which the Company accepts an offer to purchase Notes, shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Basic Prospectus. (c) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Michigan, has the corporate power and authority to own its property and to conduct its busi- -3- 4 ness as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. (d) This Agreement and any applicable Written Terms Agreement has been duly authorized, executed and delivered by the Company. (e) The Mortgage has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (f) The forms of Notes have been duly authorized and established in conformity with the provisions of the Mortgage and, when the Notes have been executed and authenticated in accordance with the provisions of the Mortgage and delivered to and duly paid for by the purchasers thereof, the Notes will be entitled to the benefits of the Mortgage and will be valid and binding obligations of the Company, enforceable in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (g) The execution and delivery by the Company of this Agreement, the Notes, the Mortgage and any applicable Written Terms Agreement, and the performance by the Company of its obligations under, this Agreement, the Notes, the Mortgage and any applicable Terms Agreement will not contravene any provision of applicable law or the articles of incorporation or by-laws of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having -4- 5 jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of or qualification with any governmental body or agency not already obtained is required for the performance by the Company of its obligations under this Agreement, the Notes, the Mortgage and any applicable Terms Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes. (h) There has not been any material adverse change, or any development involving a prospective material adverse change (in either case not in the ordinary course of business), in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus. (i) Other than as disclosed in the Prospectus, there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required. (j) Each of the Company and its subsidiaries has all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all federal, state, local and other governmental authorities and all courts and other tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. (k) The Company has good and marketable title to all properties standing of record in its name (which includes, without limitation, all of those properties, except pollution control facilities standing in the names of certain municipalities which are being purchased by the Company pursuant to installment sales contracts and the undivided ownership interest of Michigan Public Power Agen- -5- 6 cy in a portion of the Belle River Power Plant, in each case as described in the Prospectus, which constitute or on which there are erected its principal plants, generating stations and substations and on which its general office and service buildings are constructed and all other important parcels of real estate) and improvements thereon, subject to the lien of the Mortgage and to minor exceptions and minor defects, irregularities and deficiencies which, in the opinion of the Company, do not materially impair the use of such property for the purpose for which it is held by the Company, and the Company has adequate rights to maintain and operate such of its distribution facilities as are located on public or other property not owned by the Company. (1) The Mortgage is a first lien (subject to no prior liens, charges, encumbrances or security interests, except current taxes and assessments not yet due and minor encumbrances which do not materially impair the use of such property for the purpose for which it is held by the Company), duly filed and recorded, on substantially all of the Company's tangible properties and franchises (other than items purchased for resale in the ordinary course of business) and (subject to the necessity for particular filings and recordings in the case of certain personal property such as railroad rolling stock) will constitute a like lien on any such properties hereafter acquired by the Company except that any such after-property will be subject to prior liens and encumbrances, if any, existing when acquired by the Company, except that the Mortgage will not become a lien upon after-acquired real property in a new county until it has been duly filed and recorded and except that the Mortgage may not be effective as to property acquired subsequent to the filing of a case with respect to the Company under the Bankruptcy Code. 2. Solicitations as Agent; Purchases as Principal. (a) Solicitations as Agent. In connection with your actions as agent hereunder, you agree to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business -6- 7 day's prior notice from the Company, you will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised you that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as you may reasonably request. The Company agrees to pay to you, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by you, a commission, by means of a deduction from the proceeds of a sale of Notes, equal to the applicable percentage of the public offering price of each Note sold by the Company as a result of a solicitation made by such Agent as set forth in Schedule I hereto or such other discount as may be specified in the Prospectus Supplement relating to such Note. You shall communicate to the Company, orally or in writing, each offer to purchase Notes received by you as agent that in your judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by you as agent and the pavement therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). (b) Purchases as Principal. Each sale of Notes to you as principal shall be made in accordance with the terms of this Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by you. Each Terms Agreement will take the form of either (i) a written agreement between you and the Company, which may be substantially in the form of Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral agreement -7- 8 between you and the Company confirmed in writing by you to the Company. Your commitment to purchase Notes as principal, pursuant to a Terms Agreement, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent auditors of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by you. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by you as principal pursuant to a Terms Agreement is referred to herein as a "Settlement Date." Unless otherwise specified in a Terms Agreement, if you are purchasing Notes as principal you may resell such Notes to other dealers. Any such sales may be at a discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to such Notes. (c) Administrative Procedures. You and the Company agree to perform the respective duties and obligations specifically provided to be performed in the Secured Medium-Term Notes Administrative Procedures (attached hereto as Exhibit B) (the "Administrative Procedures"), as amended from time to time. The Administrative Procedures may be amended only by written agreement of the Company and you. (d) Delivery. The documents required to be delivered by Section 4 of this Agreement as a condition precedent to your obligation to begin soliciting offers to purchase Notes as agent of the Company shall be delivered at or telecopied and confirmed to (in which case, an origi- -8- 9 nal hard copy shall promptly be forwarded) the office of your counsel, not later than 4:00 p.m., New York time, on the date hereof, or at such other time and/or place as you and the Company may agree upon in writing, but in no event later than the day prior to the earlier of (i) the date on which you begin soliciting offers to purchase Notes and (ii) the first date on which the Company accepts any offer by you to purchase Notes as principal. The date of delivery of such documents is referred to herein as the "Commencement Date." 3. Agreements. The Company agrees with you that: (a) Prior to the termination of the offering of the Notes pursuant to this Agreement or any Terms Agreement, the Company will not file any Prospectus Supplement relating to the Notes or any amendment to the Registration Statement unless the Company has previously furnished to you a copy thereof for your review and will not file any such proposed supplement or amendment to which you reasonably object; provided, however, that the foregoing requirement shall not apply to any of the Company's periodic filings with the Commission required to be filed pursuant to Section 13(a), 13(c), 13(f), 14 or 15(d) of the Exchange Act, copies of which filings the Company will cause to be delivered to you promptly after being transmitted for filing with the Commission. Subject to the foregoing sentence, the Company will promptly cause each Prospectus Supplement to be filed with or transmitted for filing to the Commission in accordance with Rule 424(b) under the Securities Act. The Company will promptly advise you (i) of the filing of any amendment or supplement to the Basic Prospectus, (ii) of the filing and effectiveness of any amendment to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Basic Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or notice of suspension of qualification and, if issued, to obtain as soon as possible the withdrawal thereof. If the Basic Prospectus is amended or supple- -9- 10 mented as a result of the filing under the Exchange Act of any document incorporated by reference in the Prospectus, you shall not be obligated to solicit offers to purchase Notes so long as you are not reasonably satisfied with such document. (b) If, at any time when a prospectus relating to the Notes is required to be delivered under the Securities Act, any event occurs or condition exists as a result of which the Prospectus, as then amended or supplemented, would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances when the prospectus, as then amended or supplemented, is delivered to a purchaser, not misleading, or if, in your opinion or in the opinion of the Company, it is necessary at any time to amend or supplement the Prospectus, as then amended or supplemented, to comply with applicable law, the Company will immediately notify you by telephone (with confirmation in writing) to suspend solicitation of offers to purchase Notes and, if so notified by the Company, you shall forth-with suspend such solicitation and cease using the Prospectus, as then amended or supplemented. If the Company shall decide to amend or supplement the Registration Statement or Prospectus, as then amended or supplemented, it shall so advise you promptly by telephone (with confirmation in writing) and, at its expense, shall prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or Prospectus, as then amended or supplemented, satisfactory in all respects to you, that will correct such statement or omission or effect such compliance and will supply such amended or supplemented Prospectus to you in such quantities as you may reasonably request. If any documents, certificates, opinions and letters furnished to you pursuant to paragraph (f) below and Sections 5(a), 5(b) and 5(c) in connection with the preparation and filing of such amendment or supplement are satisfactory in all respects to you, upon the filing with the Commission of such amendment or supplement to the Prospectus or upon the effectiveness of an amendment to the Registration Statement, you will resume the solicitation of offers to purchase Notes hereunder. Notwithstanding any other provision of this Section 3(b), until the distribution of any Notes you may own as principal has been completed, if any event described above in this paragraph (b) occurs, the Company will, at its own expense, forthwith prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or Prospectus, as then amended or supplemented, satisfactory -10- 11 in all respects to you, will supply such amended or supplemented Prospectus to you in such quantities as you may reasonably request and shall furnish to you pursuant to paragraph (f) below and Sections 5(a), 5(b) and 5(c) such documents, certificates, opinions and letters as you may request in connection with the preparation and filing of such amendment or supplement. (c) The Company will make generally available to its security holders and to you as soon as practicable earning statements that satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder covering twelve month periods beginning, in each case, not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in Rule 158 under the Securities Act) of the Registration Statement with respect to each sale of Notes. If such fiscal quarter is the last fiscal quarter of the Company's fiscal year, such earning statement shall be made available not later than 90 days after the close of the period covered thereby and in all other cases shall be made available not later than 45 days after the close of the period covered thereby. (d) The Company will furnish to you, without charge, a signed copy of the Registration Statement, including exhibits and all amendments thereto, and as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (e) The Company will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to maintain such qualifications for as long as you shall reasonably request. (f) During the term of this Agreement, the Company shall furnish to you such relevant documents and certificates of officers of the Company relating to the business, operations and affairs of the Company, the Registration Statement, the Basic Prospectus, any amendments or supplements thereto, the Mortgage, the Notes, this Agreement, the Administrative Procedures, any Terms Agreement and the performance by the Company of its obligations hereunder or thereunder as you may from time to time reasonably request and shall notify you promptly in writing of any downgrading, or of its receipt of any notice of any intended or potential downgrading or of any review for possible -11- 12 change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act. (g) During the term of this Agreement, the Company will, whether or not any sale of Notes is consummated, pay all expenses incident to the performance of its obligations under this Agreement and any Terms Agreement, including: (i) the preparation and filing of the Registration Statement and the Prospectus and all amendments and supplements thereto, (ii) the preparation, issuance and delivery of the Notes, (iii) the fees and disbursements of the Company's counsel and accountants and of the Trustee and their counsel, (iv) the qualification of the Notes under securities or Blue Sky laws in accordance with the provisions of Section 3(e), including filing fees and the fees and disbursements of your counsel in connection therewith and in connection with the preparation of any Blue Sky or Legal Investment Memoranda, (v) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of the Basic Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to you of copies of the Mortgage and any Blue Sky or Legal Investment Memoranda, (vii) any fees charged by rating agencies for the rating of the Notes, (viii) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc., (ix) the fees and disbursements of your counsel incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder, and (x) any reasonable out-of-pocket expenses incurred by you; provided that any advertising expenses incurred by you shall have been approved by the Company. (h) Between the date of any Terms Agreement and the Settlement Date with respect to such Terms Agreement, the Company will not, without your prior consent, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company substantially similar to such Notes (other than (i) the Notes that are to be sold pursuant to such Terms Agreement, (ii) Notes previously determined to be sold by the Company and disclosed to the relevant Agent or Agents (including, without limitation, Mortgage Bonds collateralizing industrial development revenue bonds) and (iii) commercial paper issued in the ordinary -12- 13 course of business), except as may otherwise be provided in such Terms Agreement. 4. Conditions of the Obligations of the Agents. Your obligation to solicit offers to purchase Notes as agent of the Company, your obligation to purchase Notes as principal pursuant to any Terms Agreement and the obligation of any other purchaser to purchase Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company's officers made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed (in the case of your obligation to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of your or any other purchaser's obligation to purchase Notes, at the time the Company accepts the offer to purchase such Notes and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specified: (a) Prior to such solicitation or purchase, as the case may be: (i) there shall not have occurred any change, or any development involving a prospective change (other than such as may have occurred in the ordinary course of business), in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made, that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Notes on the terms and in the manner contemplated by the Prospectus, as so amended or supplemented; (ii) there shall not have occurred any (A) suspension or material limitation of trading generally on or by, as the case may be, the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (B) suspension of trading of any securities of the Company on any exchange or in any over-the-counter market, (C) declaration of a general moratorium on commercial banking activities in New York by either Federal or New York -13- 14 State authorities or (D) any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and, in the case of any of the events described in clauses (ii)(A) through (D), such event, singly or together with any other such event, makes it, in your judgment, impracticable to market the Notes on the terms and in the manner contemplated by the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (A) except, in each case described in paragraph (i), (ii) or (iii) above, as disclosed to you in writing by the Company prior to such solicitation or, in the case of a purchase of Notes, before the offer to purchase such Notes was made or (B) unless in each case described in (ii) above, the relevant event shall have occurred and been known to you prior to such solicitation or, in the case of a purchase of Notes, before the offer to purchase such Notes was made. (b) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date, you shall have received: (i) The opinion, dated as of such date, of the General Counsel of the Company, to the effect that: (A) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Michigan, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus, as amended or supplemented, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its -14- 15 ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole; (B) the Company has all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all federal, state, local and other governmental authorities and all courts and other tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, as amended or supplemented, except to the extent that the failure to obtain or file would not have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole; (C) each of this Agreement and any applicable Written Terms Agreement has been duly authorized, executed and delivered by the Company; (D) the Mortgage has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (E) the forms of Notes have been duly authorized and established in conformity with the provisions of the Mortgage and, when the Notes are executed by the Company and authenticated by the Trustee or its duly appointed agent in accordance with the provisions of the Mortgage and delivered to and duly paid for by the purchasers thereof on -15- 16 the date of such opinion, the Notes will be entitled to the benefits of the Mortgage and would be valid and binding obligations of the Company, enforceable in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (F) the execution and delivery by the Company of the Notes, the Mortgage and any applicable Written Terms Agreement, and the performance by the Company of its obligations under, this Agreement, the Notes, the Mortgage and any applicable Terms Agreement will not contravene any provision of applicable law or the articles of incorporation or by-laws of the Company or, to the best of such counsel's knowledge after due inquiry, any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its consolidated subsidiaries, taken as a whole, or, to the best of such counsel's knowledge after due inquiry, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of or qualification with any governmental body or agency not already obtained is required for the performance by the Company of its obligations under this Agreement, the Notes, the Mortgage and any applicable Terms Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes; (G) the statements (1) in the Prospectus Supplement as of the date hereof, under the captions "Description of Secured Medium- Term Notes, Series "and "Plan of Distribution" and (2) in'the Basic Prospectus, as supplemented as of the date hereof, -16- 17 under the caption "Description of General and Refunding Mortgage Bonds" (except insofar as such statements specify the amount of bonds which could be issued), in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (H) after due inquiry, such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus, as then amended or supplemented, and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus, as then amended or supplemented, or to be filed or incorporated by reference as exhibits to such Registration Statement that are not described, filed or incorporated by reference as required; (I) such counsel (1) is of the opinion that each document filed pursuant to the Exchange Act and incorporated by reference in the Prospectus, as then amended or supplemented (except for financial statements and schedules included therein as to which such counsel need not express any opinion), complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (2) believes that (except for financial statements and schedules indicated therein and that part of the Registration Statement that constitutes the Forms T-1 heretofore referred to as to which such counsel need not express any belief) each part of the Registration Statement, as then amended, if applicable, when such part -17- 18 became effective did not, and as of the date such opinion is delivered, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (3) is of the opinion that the Registration Statement and Prospectus, as then amended or supplemented, if applicable (except for the content of the financial statements and schedules included therein as to which such counsel need not express any opinion), comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder including such rules and regulations as govern the financial statements required to be included therein and (4) believes that (except for financial statements and schedules indicated therein as to which such counsel need not express any belief) the Prospectus, as then amended or supplemented, if applicable, as of the date such opinion is delivered does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that in the case of an opinion delivered on the Commencement Date or pursuant to Section 5(b), the opinion and belief set forth in clauses (3) and (4) above shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Basic Prospectus; (J) the Company has good and marketable title to all properties standing of record in its name (which includes, without limitation, all of those properties, except pollution control facilities standing in the names of certain municipalities which are being purchased by the Company pursuant to installment sales contracts and the undivided ownership interest of Michigan Public Power Agency in a portion of the Belle River Power Plant, in each case as described in -18- 19 the Prospectus, which constitute or on which there are erected its principal plants, generating stations and substations and on which its general office and service buildings are constructed and all other important parcels of real estate) and improvements thereon, subject to the lien of the Mortgage and to minor exceptions and minor defects, irregularities and deficiencies which, in the opinion of the Company, do not materially impair the use of such property for the purpose for which it is held by the Company, and the Company has adequate rights to maintain and operate such of its distribution facilities as are located on public or other property not owned by the Company; and (K) the Mortgage is a first lien (subject to no prior liens, charges, encumbrances or security interests, except current taxes and assessments not yet due and minor encumbrances which, in such counsel's opinion, do not materially impair the use of such property for the purpose for which it is held by the Company), duly filed and recorded, on substantially all of the Company's tangible properties and franchises (other than items purchased for resale in the ordinary course of business) and (subject to the necessity for particular filings and recordings in the case of certain personal property such as railroad rolling stock) will constitute a like lien on any such properties hereafter acquired by the Company except that any such after-acquired property will be subject to prior liens and encumbrances, if any, existing when acquired by the Company, except that the Mortgage will not become a lien upon after-acquired real property in a new county until it has been duly filed and recorded and except that the Mortgage may not be effective as to property acquired subsequent to the filing of a case with respect to the Company under the Bankruptcy Code. (ii) The opinion, dated as of such date, of ________ your special counsel, covering the matters in -19- 20 subparagraphs (C), (D), (E) and (G) (with respect to statements in the Prospectus, as then amended or supplemented, under the captions "Description of Notes" (in the Prospectus Supplement), "Description of Debt Securities" (in the Basic Prospectus) and "Plan of Distribution" (in the Prospectus Supplement and in the Basic Prospectus)) and clauses (2), (3) and (4) of subparagraph (I) in paragraph (b)(i) above, with such changes therein as you may approve. With respect to subparagraph (I) of paragraph (b)(i) above, the General Counsel of the Company may state that his opinion and belief are based upon his participation, or the participation of someone under his supervision, in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and documents incorporated therein by reference and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to clauses (2), (3) and (4) of subparagraph (I) of paragraph (b)(i) above, may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus (or review thereof) and any amendments or supplements thereto (but not including documents incorporated therein by reference) and review and discussion of the contents thereof (including documents incorporated therein by reference), but are without independent check or verification, except as specified. (c) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date, you shall have received a certificate, dated such Commencement Date or Settlement Date, as the case may be, signed by an executive officer of the Company to the effect set forth in subparagraph (a)(iii) above and to the effect that the representations and warranties of the Company contained herein are true and correct as of such date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before such date and that there have been no material adverse change or any development involving a prospective material adverse change (other than such as may have occurred in the ordinary course of business) in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus, as supplemented. -20- 21 The officer signing and delivering such certifi- cate may rely upon the best of his knowledge as to proceed- ings threatened. (d) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date, the Company's independent auditors shall have fur- nished to you a letter or letters, dated as of the Com- mencement Date or such Settlement Date, as the case may be, in form and substance satisfactory to you containing state- ments and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial informa- tion contained in or incorporated by reference into the Prospectus, as then amended or supplemented. (e) On the Commencement Date and on each Settle- ment Date, the Company shall have furnished to you such appropriate further information, certificates and documents as you may reasonably request. 5. Additional Agreements of the Company. (a) Each time the Registration Statement or Prospectus is amen- ded or supplemented (other than by an amendment or supple- ment providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change you deem to be immate- rial), the Company will deliver or cause to be delivered forthwith to you a certificate signed by an executive offi- cer of the Company, dated the date of such amendment or supplement, as the case may be, in form reasonably satis- factory to you, of the same tenor as the certificate referred to in Section 4(c) relating to the Registration Statement or the Prospectus as amended or supplemented to the time of delivery of such certificate. (b) Each time the Company furnishes a certifi- cate pursuant to Section 5(a), the Company will furnish or cause to be furnished forthwith to you a written opinion of counsel for the Company. Any such opinion shall be dated the date of such amendment or supplement, as the case may be, shall be in a form satisfactory to you and shall be of the same tenor as the opinion referred to in Section 4(b)(i), but modified to relate to the Registration State- ment and the Prospectus as amended and supplemented to the time of delivery of such opinion. In lieu of such opinion, counsel last furnishing such an opinion to you may furnish to you a letter to the effect that you may rely on such last opinion to the same extent as though it were dated the -21- 22 date of such letter (except that statements in such last opinion will be deemed to relate to the Registration State- ment and the Prospectus as amended or supplemented to the time of delivery of such letter.) (c) Each time the Registration Statement or the Prospectus is amended or supplemented to set forth amended or supplemental financial information or such amended or supplemental information is incorporated by reference in the Registration Statement or the Prospectus, the Company, upon the written request of an Agent, shall cause its inde- pendent public accountants forthwith to furnish you with a letter, dated the date of such amendment or supplement, as the case may be, in form satisfactory to you, of the same tenor as the letter referred to in Section 4(d), with regard to the amended or supplemental financial information included or incorporated by reference in the Registration Statement or the Prospectus as amended or supplemented to the date of such letter. 6. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless you and each person, if any, who controls you within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limita- tion, any legal or other expenses reasonably incurred by you or any such controlling person in connection with investigating or defending any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment thereof or the Prospectus (as amended or supplemented if the Company shall have furnished any amend- ments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to you furnished to the Company in writing by you expressly for use therein. (b) You agree to indemnify and hold harmless the Company, its directors, its officers who sign the Registra- tion Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to you, but only with reference to information relating to you -22- 23 furnished to the Company in writing by you expressly for use in the Registration Statement or the Prospectus or any amendments or supplements thereto. (c) In case any proceeding (including any gov- ernmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemni- fying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to repre- sent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing inter- ests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to one local counsel) for all such indem- nified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be desig- nated in writing by you, in the case of parties indemnified pursuant to paragraph (a) above, and by the Company, in the case of parties indemnified pursuant to paragraph (b) above. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judg- ment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemni- fying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding -23- 24 effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemni- fied party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceed- ing in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in para- graph (a) or (b) of this Section 6 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein in con- nection with any offering of Notes, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the rela- tive benefits received by the Company on the one hand and you on the other hand from the offering of such Notes or (ii) if the allocation provided by clause (i) is not per- mitted by applicable law, in such proportion as is appro- priate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and you on the other hand in con- nection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and you on the other hand in connection with the offering of such Notes shall be deemed to be in the same respective propor- tions as the total net proceeds from the offering of such Notes (before deducting expenses) received by the Company bear to the total discounts and commissions received by you in respect thereof. The relative fault of the Company on the one hand and of you on the other hand shall be deter- mined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by you and the parties' relative intent, knowledge, access to -24- 25 information and opportunity to correct or prevent such statement or omission. (e) The Company and you agree that it would not be just or equitable if contribution pursuant to this Sec- tion 6 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indem- nified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, you shall not be required to contribute any amount in excess of the amount by which the total price at which the Notes referred to in paragraph (d) above that were offered and sold to the public through you exceeds the amount of any damages that you have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contrib- ution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Sec- tion 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemni- fied party at law or in equity. 7. Position of the Agent. In acting under this Agreement and in connection with the sale of any Notes by the Company (other than Notes sold to you as principal), you are acting solely as agent of the Company and do not assume any obligation towards or relationship of agency or trust with any purchaser of Notes. You shall make reason- able efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by you and accepted by the Company, but you shall not have any liability to the Company in the event any such purchase is not consummated for any reason. If the Company shall default in its obligations to deliver Notes to a pur- chaser whose offer it has accepted, the Company shall hold you harmless against any loss, claim, damage or liability arising from or as a result of such default and shall, in particular, pay to you the commission you would have received had such sale been consummated. -25- 26 8. Termination. This Agreement may be termi- nated at any time either by the Company or by you upon the giving of written notice of such termination to the other party hereto, but without prejudice to any rights, obliga- tions or liabilities of either party hereto accrued or incurred prior to such termination. The termination of this Agreement shall not require termination of any Terms Agreement, and the termination of any such Terms Agreement shall not require termination of this Agreement. If this Agreement is terminated, the provisions of the third para- graph of Section 2(a), the last sentence of Section 3(b) and Sections 3(c), 3(g), 6, 7, 9, 11 and 13 shall survive; provided that if at the time of termination an offer to purchase Notes has been accepted by the Company but the time of delivery to the purchaser or its agent of such Notes has not occurred, the provisions of Sections 2(b), 2 (c) , 3 (a), 3 (b), 3 (e), 3 (f) , 3 (h), 4 and 5 shall also survive until such delivery has been made. 9. Representations and Indemnities to Survive. The respective indemnity and contribution agreements, representations, warranties and other statements of the Company, its officers and you set forth in or made pursuant to this Agreement or any Terms Agreement will remain in full force and effect, regardless of any termination of this Agreement or any such Terms Agreement, any investiga- tion made by or on behalf of you or the Company or any of the officers, directors or controlling persons referred to in Section 6 and delivery of and payment for the Notes. 10. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to you, will be mailed, delivered or telefaxed and con- firmed if to [names, addresses and telefax numbers of Agents]; or, if sent to the Company, will be mailed, deliv- ered or telefaxed and confirmed to the Company at 2000 2nd Avenue, Detroit, Michigan 48226, Attention: (telefax number: (313) ). 11. Successors. This Agreement and any Terms Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and controlling persons referred to in Section 6 and the purchasers of Notes (to the extent ex- pressly provided in Section 4), and no other person will have any right or obligation hereunder. 12. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an -26- 27 original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 13. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. 14. Headings. The headings of the sections of this Agreement have been inserted for convenience of refer- ence only and shall not be deemed a part of this Agreement. -27- 28 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and you. Very truly yours, THE DETROIT EDISON COMPANY By______________________ Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [ NAME OF AGENT ] By __________________________ Title: [ NAME OF AGENT ] By __________________________ Title: [NAME OF AGENT] By __________________________ Title: -28 - 29 EXHIBIT A THE DETROIT EDISON COMPANY SECURED MEDIUM-TERM NOTES, SERIES TERMS AGREEMENT _________________, 20____ [Name and Address of Agent ] Attention: Re: Distribution Agreement dated ________________, (the "Distribution Agreement") The undersigned agrees to purchase your Secured Medium-Term Notes, Series _, having the following terms: Principal Interest Amount: Rate: Purchase Applicability Price: of Modified Payment upon Acceleration: Price to Public: If yes, state Settlement issue price: Date and Time: Place of Amortization Delivery: Schedule: A-1 30 EXHIBIT A Face Amount Applicability (if any): of Annual Interest Original Issue Payments: Date: Interest Accrual Date: Maturity Date: Initial Accrual Period OID: Total Amount of OID: Original Yield to Maturity: Optional Repayment Date(s): Optional Redemption Date(s): Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction: Other Terms: The provisions of Sections 1, 2(b) and 2(c) and 3 through 6 and 9 through 13 of the Distribution Agreement and the related definitions are incorporated by reference A-2 31 EXHIBIT A herein and shall be deemed to have the same force and effect as if set forth in full herein. This Agreement is subject to termination on the terms incorporated by reference herein. If this Agreement is so terminated, the provisions of Sections 3(g), 6, 9, 11 and 13 of the Distribution Agreement shall survive for the purposes of this Agreement. The following information, opinions, certifi- cates, letters and documents referred to in Section 4 of the Distribution Agreement will be required: ____________ [ NAME OF AGENT ] By__________________ Title: Accepted: THE DETROIT EDISON COMPANY By________________________ Title: A-3 32 EXHIBIT B THE DETROIT EDISON COMPANY SECURED MEDIUM-TERM NOTES, SERIES _ ADMINISTRATIVE PROCEDURES _________________________ Explained below are the administrative procedures and specific terms of the offering of Secured Medium-Term Notes, ____ Series _ (the "Notes"), on a continuous basis by The Detroit Edison Company (the "Company") pursuant to the Distribution Agreement, dated , (the "Distribution Agreement") between the Company and [names of Agents] (each an "Agent" and collectively the "Agents"). The Notes are to be issued under and secured by the Mortgage and Deed of Trust dated as of October 1, 1924 between the Company and First Chicago Trust Company of New York, as successor trustee (the "Trustee"), as amended and supplemented by various Supplemental Indentures and as to be further amended and supplemented by a Supplemental Indenture dated as of , creating the Notes (the "Mortgage"). Reference is hereby made to the Mortgage for full and complete statements of the provisions thereof, including the definitions of certain terms used, and for other information with respect to the Note. In the Distribution Agreement, the Agent has agreed to use reasonable efforts to solicit purchases of the Notes, and the administrative procedures explained below will govern the issuance and settlement of any Notes sold through the Agent, as agent of the Company. An Agent, as principal, may also purchase Notes for its own account, and if requested by such Agent, the Company and the Agent will enter into a terms agreement (a "Terms Agreement"), as contemplated by the Distribution Agreement. The administrative procedures explained below will govern the issuance and settlement of any Notes purchased by an Agent, as principal, unless otherwise specified in the applicable Terms Agreement. First Chicago Trust Company of New York ("First Chicago") will be the Paying Agent for the Notes and will perform the duties specified herein. Each Note will be represented by a Global Security (as defined below) delivered to First Chicago, as agent for The Depository Trust Company ("DTC"), B-1 33 EXHIBIT B and recorded in the book-entry system maintained by DTC (a "Book-Entry Note"). Book-Entry Notes, which may be payable only in U.S. dollars, will be issued in accordance with the administrative procedures set forth herein as they may subsequently be amended as the result of changes in DTC's operating procedures. Unless otherwise defined herein, terms defined in the Mortgage, the Notes or any Prospectus Supplement relating to the Notes shall be used herein as therein defined. The Company will advise the Agents in writing of the employees of the Company with whom the Agents are to communicate regarding offers to purchase Notes and the related settlement details. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, First Chicago will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and First Chicago to DTC, dated as of , (the "Letter of Representations"), and a Medium-Term Note Certificate Agreement between First Chicago and DTC, dated as of _______________________, and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS"). Issuance: On any date of settlement (as defined under "Settlement" below) for one or more Book-Entry Notes, the Company will issue one or more global securities in fully registered form without coupons (collectively the "Global Security"), registered in the name of Cede & Co. representing up to U.S. $400,000,000 principal amount of all such Notes that have the same Original Issue Date, Maturity Date and other terms. Each Global Security will be dated and issued as of the date of its authentication by First Chicago. Each Global Security will bear an B-2 34 EXHIBIT B "Interest Accrual Date," which will be (i) with respect to an original Global Security (or any portion thereof), its original issuance date and (ii) with respect to any Global Security (or any portion thereof) issued subsequently upon exchange of a Global Security, or in lieu of a destroyed, lost or stolen Global Security, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Security or Securities (or if no such payment or provision has been made, the original issuance date of the predecessor Global Security), regardless of the date of authentication of such subsequently issued Global Security. Book-Entry Notes may be payable only in U.S. dollars. Identification The Company has arranged with the Numbers: CUSIP Service Bureau of Standard & Poor's Ratings Services (the "CUSIP Service Bureau") for the reservation of a series of approximately 900 CUSIP numbers (including tranche numbers) for assignment to the Global Securities representing the Book-Entry Notes. The Company has obtained from the CUSIP Service Bureau a written list of each series of reserved CUSIP numbers and has delivered to First Chicago and DTC the written list of 900 CUSIP numbers of such series. First Chicago will assign CUSIP numbers to Global Securities. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the First Chicago has assigned to Global Securities. At any time when fewer than 100 of B-3 35 EXHIBIT B the reserved CUSIP numbers of either series remain unassigned to Global Securities, First Chicago shall so advise the Company and, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Securities representing Book-Entry Notes. Upon obtaining such additional CUSIP numbers, the Company shall deliver a list of such additional CUSIP numbers to First Chicago and DTC. Denominations: Book-Entry Notes will be issued in principal amounts of U.S. $1,000 or any amount in excess thereof that is an integral multiple of U.S. $1,000. Global Securities will be denominated in principal amounts not in excess of U.S. $400,000,000. If one or more Book-Entry Notes having an aggregate principal amount in excess of $400,000,000 would, but for the preceding sentence, be represented by a single Global Security, then one Global Security will be issued to represent each U.S. $400,000,000 principal amount of such Book-Entry Note or Notes and an additional Global Security will be issued to represent any remaining principal amount of such Book-Entry Note or Notes. In such a case, each of the Global Securities representing such Book-Entry Note or Notes shall be assigned the same CUSIP number. Manner of Payment: The total amount of any principal and interest due on Global Securities on any Interest Payment Date or at maturity or upon redemption or repayment shall be paid by the Company to First Chicago in funds B-4 36 EXHIBIT B available for immediate use by First Chicago not later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing First Chicago to withdraw funds from an account maintained by the Company at First Chicago. The Company will confirm such instructions in writing to First Chicago. Payment shall be made prior to 10:00 A.M. (New York City time) or as soon thereafter as practicable, on each Maturity Date or redemption or repayment date or, if either such date is not a Business Day, as soon as possible thereafter, First Chicago will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on Global Securities or Maturity Date or redemption or repayment date. On each Interest Payment Date or, if any such date is not a Business Day, as soon as possible thereafter, interest payments and, in the case of Amortizing Notes, interest and principal payments shall be made to DTC in same day funds in accordance with existing arrangements between First Chicago and DTC. Thereafter on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective participants in whose names the Book-Entry Notes B-5 37 EXHIBIT B represented by such Global Securities are recorded in the book-entry system maintained by DTC. Neither the Company nor First Chicago shall have any responsibility or liability for the payment by DTC to such participants of the principal of an interest on the Book-Entry Notes. Withholding Taxes: The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the participant, indirect participant in DTC or other person responsible for forwarding payments directly to the beneficial owner of such Note. Preparation If any order to purchase a of Pricing Book-Entry Note is accepted by or on Supplement: behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Note. The Company (i) will arrange to file 10 copies of such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and (ii) will, as soon as possible and in any event not later than the date on which such Pricing Supplement is filed with the Commission, deliver the number of copies of such Pricing Supplement to the Agent as the Agent shall request. The Agent will cause such Pricing Supplement to be delivered to the purchaser of the Note. In each instance that a Pricing Supplement is prepared, the Agent will affix the Pricing Supplement B-6 38 EXHIBIT B to Prospectuses prior to their use. Outdated Pricing Supple- ments, and the Prospectuses to which they are attached (other than those retained for files), will be destroyed. Settlement: The receipt by the Company of immediately available funds in payment for a Book-Entry Note and the authentication and issuance of the Global Security representing such Note shall constitute "set- tlement" with respect to such Note. All orders accepted by the Company will be settled on the fifth Business Day pursuant to the timetable for settlement set forth below unless the Company and the purchaser agree to settlement on another day, which shall be no earlier than the next Business Day. Settlement Settlement Procedures with Procedures: regard to each Book-Entry Note sold by the Company to or through the Agent (unless otherwise speci- fied pursuant to a Terms Agree- ment), shall be as follows: A. The Agent will advise the Company by telephone that such Note is a Book-Entry Note and of the following settlement information: 1. Principal amount. 2. Maturity Date. 3. The Interest Rate, whether such Note will pay interest annually or semiannually, the Interest Payment Date or Dates specifying B-7 39 EXHIBIT B the Initial Interest Payment Date and whether such Note is an Amortizing Note, and, if so, the amortization schedule. 4. Redemption or repayment provisions, if any. 5. Settlement date and time (Original Issue Date). 6. Interest Accrual Date. 7. Price. 8. Net proceeds to Company. 9. Agent's commission, if any, determined as provided in the Distribution Agreement. 10. Whether the Note is an Original Issue Discount Note (an "OID Note"), and if it is an OID Note, the total amount of OID, the yield to maturity, the initial accrual period OID and the applicability of Modified Payment upon Acceleration (and, if so, the Issue Price). 11. Any other applicable terms. B. The Company will advise First Chicago by telephone or electronic transmission (confirmed in a written request for authentication and delivery at any time on the same date) of the information set forth in Settlement Procedure B-8 40 EXHIBIT B "A" above. First Chicago will then assign a CUSIP number to the Global Security representing such Note and will notify the Company and the Agent of such CUSIP number by telephone as soon as practicable. C. First Chicago will enter a pending deposit message through DTC's Participant Terminal System, providing the following settlement information to DTC, the Agent and Standard & Poor's Corporation: 1. The information set forth in Settlement Procedure "A." 2. The Initial Interest Payment Date for such Note, the number of days by which such date succeeds the related DTC Record Date which shall be the Record Date as defined in the Note) and the amount of interest payable on such Initial Interest Payment Date. 3. The CUSIP number of the Global Security representing such Note. 4. Whether such Global Security will represent any other Book-Entry Note (to the extent known at such time). 5. Whether such Note is an Amortizing Note (by an appropriate notation in the comments field of B-9 41 EXHIBIT B DTC's participant Terminal System). 6. The number of participant accounts to be maintained by DTC on behalf of the Agent and First Chicago. D. First Chicago will complete and authenticate the Global Security representing such Note and will send a copy by first class mail to the Company. E. DTC will credit such Note to First Chicago's participant account at DTC. F. First Chicago will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC to (i) debit such Note to First Chicago's participant account and credit such Note to the Agent's participant account and (ii) debit the Agent's settlement account and credit First Chicago's settlement account for an amount equal to the price of such Note less the Agent's commission, if any. The entry of such a deliver order shall constitute a representation and warranty by First Chicago to DTC that (a) the Global Security representing such Book-Entry Note has been issued and authenticated and (b) First Chicago is holding such Global Security pursuant to the Medium Term Note Certificate Agreement between First Chicago and DTC. B-10 42 EXHIBIT B G. Unless the Agent is the end purchaser of such Note, the Agent will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC (i) to debit such Note to the Agent's participant account and credit such Note to the participant accounts of the Participants with respect to such Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Agent for an amount equal to the price of such Note. H. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures "F" and "G" will be settled in accordance with SDFS operating procedures in effect on the settlement date. I. First Chicago will credit to the account of the Company (Account # ___________ at First Chicago Trust Company of New York, New York, New York), in funds available for immediate use in the amount transferred to First Chicago in accordance with Settlement Procedure "F". J. Unless the Agent is the end purchaser of such Note, the Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participants with respect to such Note a confirmation order or orders through DTC's institutional delivery system or by mailing B-11 43 EXHIBIT B a written confirmation to such purchaser. K. Monthly, First Chicago will send to the Company a statement setting forth the principal amount of Notes outstanding as of that date under the Mortgage and setting forth a brief description of any sales of which the Company has advised First Chicago that have not yet been settled. Settlement For sales by the Company of Procedures Book-Entry Notes to or through the Timetable: Agent (unless otherwise specified pursuant to a Terms Agreement) for settlement on the first Business Day after the sale date, Settlement Procedures "A" through "J" set forth above shall be completed as soon as possible but not later than the respective times in New York City set forth below: Settlement Procedure Time ---------- ---- A 11:00 A.M. on the sale date B 12:00 Noon on the sale date C 2:00 P.M. on the sale date D 9:00 A.M. on settlement date E 10:00 A.M. on settlement date F-G 2:00 P.M. on settlement date H 4:45 P.M. on settlement date I-J 5:00 P.M. on settlement date If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures "A", "B" and "C" shall be completed as soon as practicable but no later than 11:00 A.M., 12 Noon and 2:00 P.M., respectively, on the B-12 44 EXHIBIT B first Business Day after the sale date. If settlement of a Book-Entry Note is rescheduled or cancelled, First Chicago, after receiving notice from the Company or the Agent, will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 P.M. on the Business Day immediately preceding the scheduled settlement date. Failure If First Chicago fails to enter an to Settle: SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure "F", First Chicago may deliver to DTC, through DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to First Chicago's participant account, provided that First Chicago's participant account contains a principal amount of the Global Security representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes represented by a Global Security, First Chicago will mark such Global Security "cancelled," make appropriate entries in First Chicago's records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor's Corporation, be cancelled and not immediately reassigned. If a B-13 45 EXHIBIT B withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Security, First Chicago will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Note or Notes and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Agent may enter SDFS deliver orders through DTC's Participant Terminal System reversing the orders entered pursuant to Settlement Procedures "F" and "G," respectively. Thereafter, First Chicago will deliver the withdrawal message and take the related actions described in the preceding paragraph. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry B-14 46 EXHIBIT B Notes to have been represented by a Global Security, First Chicago will provide, in accordance with Settlement Procedures "D" and "F," for the authentication and issuance of a Global Security representing the Book-Entry Notes to be represented by such Global Security and will make appropriate entries in its records. First Chicago Nothing herein will be deemed to Not to Risk Funds: require First Chicago to risk or expend its own funds in connection with any payment to the Company, the Agents, DTC or any beneficial owner of a Note, it being understood by all parties that payments made by First Chicago to any party will be made only to the extent that funds are provided to First Chicago for such purposes. B-15 47 SCHEDULE I ---------- SECURED MEDIUM-TERM NOTE FEE SCHEDULE -------------------------------------

EX-4.1 4 k63078ex4-1.txt FORM OF SUPPLEMENTAL INDENTURE (MORTGAGE) 1 EXHIBIT 4.1 Form of Supplemental Indenture (Mortgage) for General and Refunding Mortgage Bonds (including Form of Mortgage Bonds). THE DETROIT EDISON COMPANY (2000 Second Avenue, Detroit, Michigan 48226) TO FIRST CHICAGO TRUST COMPANY OF NEW YORK (14 Wall Street, New York, New York 10005) AS TRUSTEE ------------------------ FORM OF INDENTURE Dated as of ------------------------ SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST DATED AS OF OCTOBER 1, 1924 PROVIDING FOR (A) GENERAL AND REFUNDING MORTGAGE BONDS, SERIES , DUE AND (B) RECORDING AND FILING DATA 2 i TABLE OF CONTENTS* ------------------------

- ------------------------ * This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture. 3 1 PARTIES. SUPPLEMENTAL INDENTURE, dated as of the day of , in the year , 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 First Chicago Trust Company of New York, a trust company organized and existing under the laws of the State of New York, having its corporate trust office at 14 Wall Street, in the Borough of Manhattan, The City and State of New York, as successor Trustee under the Mortgage and Deed of Trust hereinafter mentioned (hereinafter called the "Trustee"), party of the second part. ORIGINAL WHEREAS, the Company has heretofore executed and delivered its Mortgage INDENTURE AND and Deed of Trust (hereinafter referred to as the "Original Indenture"), SUPPLEMENTALS. dated as of October 1, 1924, to the Trustee, for the security of all bonds of the Company outstanding thereunder, and pursuant to the terms and provisions of the Original Indenture, indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, June 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, November 1, 1936, February 1, 1940, December 1, 1940, September 1, 1947, March 1, 1950, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1966, October 1, 1968, December 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, December 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976, February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1, 1979, September 1, 1979, September 15, 1979, January 1, 1980, April 1, 1980, August 15, 1980, August 1, 1981, November 1, 1981, June 30, 1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986, January 31, 1987, April 1, 1987, August 15, 1987, November 30, 1987, June 15, 1989, July 15, 1989, December 1, 1989, February 15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September 1, 1991, November 1, 1991, January 15, 1992, February 29, 1992, April 15, 1992, July 15, 1992, July 31, 1992, November 30, 1992, December 15, 1992, January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26, 1993, May 31, 1993, June 30, 1993, June 30, 1993, September 15, 1993, March 1, 1994, June 15, 1994, August 15, 1995, December 1, 1994, August 1, 1995, August 1, 1999, August 15, 1999 and January 1, 2000, April 15, 2000, August 1, 2000, and March 15, 2001 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 WHEREAS, the Indenture provides that said bonds shall be issuable in one BONDS UNDER or more series, and makes provision that the rates of interest and dates INDENTURE. 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 ISSUED. dollars ($ ) have heretofore been issued under the indenture as follows, viz:

[Update As Necessary] (1) Bonds of Series A -- Principal Amount $26,016,000, (2) Bonds of Series B -- Principal Amount $23,000,000, (3) Bonds of Series C -- Principal Amount $20,000,000, (4) Bonds of Series D -- Principal Amount $50,000,000, (5) Bonds of Series E -- Principal Amount $15,000,000, (6) Bonds of Series F -- Principal Amount $49,000,000, (7) Bonds of Series G -- Principal Amount $35,000,000, (8) Bonds of Series H -- Principal Amount $50,000,000, (9) Bonds of Series I -- Principal Amount $60,000,000, (10) Bonds of Series J -- Principal Amount $35,000,000, (11) Bonds of Series K -- Principal Amount $40,000,000,
4 2 (12) Bonds of Series L -- Principal Amount $24,000,000, (13) Bonds of Series M -- Principal Amount $40,000,000, (14) Bonds of Series N -- Principal Amount $40,000,000, (15) Bonds of Series O -- Principal Amount $60,000,000, (16) Bonds of Series P -- Principal Amount $70,000,000, (17) Bonds of Series Q -- Principal Amount $40,000,000, (18) Bonds of Series W -- Principal Amount $50,000,000, (19) Bonds of Series AA -- Principal Amount $100,000,000, (20) Bonds of Series BB -- Principal Amount $50,000,000, (21) Bonds of Series CC -- Principal Amount $50,000,000, (22) Bonds of Series UU -- Principal Amount $100,000,000, (23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000, (32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000, (46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000, (68) Bonds of Series HH -- Principal Amount $50,000,000, (69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000, (91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000, (99-107) Bonds of Series KKP Nos. 1-9 -- Principal Amount $34,890,000, (108-122) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000, (123-143) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000, (144-161) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000, (162-180) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000, (181-195) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000, (196) Bonds of 1980 Series A -- Principal Amount $50,000,000, (197-221) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000, (222-232) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000, (233-248) Bonds of 1981 Series AP Nos. 1-16 -- Principal Amount $124,000,000, (249) Bonds of 1985 Series A -- Principal Amount $35,000,000, (250) Bonds of 1985 Series B -- Principal Amount $50,000,000, (251) Bonds of Series PP -- Principal Amount $70,000,000, (252) Bonds of Series RR -- Principal Amount $70,000,000, (253) Bonds of Series EE -- Principal Amount $50,000,000, (254-255) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000, (256) Bonds of Series T -- Principal Amount $75,000,000, (257) Bonds of Series U -- Principal Amount $75,000,000, (258) Bonds of 1986 Series B -- Principal Amount $100,000,000, (259) Bonds of 1987 Series D -- Principal Amount $250,000,000, (260) Bonds of 1987 Series E -- Principal Amount $150,000,000, (261) Bonds of 1987 Series C -- Principal Amount $225,000,000, (262) Bonds of Series V -- Principal Amount $100,000,000, (263) Bonds of Series SS -- Principal Amount $150,000,000, (264) Bonds of 1980 Series B -- Principal Amount $100,000,000, (265) Bonds of 1986 Series C -- Principal Amount $200,000,000, (266) Bonds of 1986 Series A -- Principal Amount $200,000,000, (267) Bonds of 1987 Series B -- Principal Amount $175,000,000, (268) Bonds of Series X -- Principal Amount $100,000,000, (269) Bonds of 1987 Series F -- Principal Amount $200,000,000, (270) Bonds of 1987 Series A -- Principal Amount $300,000,000, (271) Bonds of Series Y -- Principal Amount $60,000,000, (272) Bonds of Series Z -- Principal Amount $100,000,000, (273) Bonds of 1989 Series A -- Principal Amount $300,000,000, (274) Bonds of 1984 Series AP -- Principal Amount $2,400,000, (275) Bonds of 1984 Series BP -- Principal Amount $7,750,000, (276) Bonds of Series R -- Principal Amount $100,000,000, (277) Bonds of Series S -- Principal Amount $150,000,000, (278) Bonds of 1993 Series D -- Principal Amount $100,000,000, (279) Bonds of 1992 Series E -- Principal Amount $50,000,000, (280) Bonds of 1993 Series B -- Principal Amount $50,000,000, (281) Bonds of 1989 Series BP -- Principal Amount $66,565,000, 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;

5 3 (282-287) 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 Ninety million four hundred ninety thousand dollars ($90,490,000) principal amount have heretofore been retired and eighty-nine million one hundred thousand dollars ($89,100,000) principal amount are outstanding at the date hereof; (288) Bonds of 1990 Series A in the principal amount of One hundred ninety-four million six hundred forty-nine thousand dollars ($194,649,000) of which Sixty-nine million sixty-nine thousand dollars ($69,069,000) principal amount have heretofore been retired and One hundred twenty-five million five hundred eighty thousand dollars ($125,580,000) principal amount are outstanding at the date hereof; (289) 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 four million six hundred seventy-six thousand dollars ($104,676,000) principal amount have heretofore been retired and One hundred fifty-two million two hundred fifty-six thousand dollars ($152,256,000) principal amount are outstanding at the date hereof; (290) Bonds of 1990 Series C in the principal amount of Eighty-five million four hundred seventy-five thousand dollars ($85,475,000) of which Thirty-seven million six hundred nine thousand dollars ($37,609,000) principal amount have heretofore been retired and Forty-seven million eight hundred sixty-six thousand dollars ($47,866,000) principal amount are outstanding at the date hereof; (291) 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; (292) 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; (293) 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; (294) 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; (295) Bonds of 1991 Series EP in the principal amount of Forty-one million four hundred eighty thousand dollars ($41,480,000), all of which are outstanding at the date hereof; (296) Bonds of 1991 Series FP in the principal amount of Ninety-eight million three hundred seventy-five thousand dollars ($98,375,000), all of which are outstanding at the date hereof; (297) Bonds of 1992 Series BP in the principal amount of Twenty million nine hundred seventy-five thousand dollars ($20,975,000), all of which are outstanding at the date hereof; (298) 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; (299) Bonds of 1992 Series D in the principal amount of Three hundred million dollars ($300,000,000), of which One hundred three million four hundred fifty thousand dollars ($103,450,000) principal amount have heretofore been retired and

6 4 One hundred ninety-six million ($196,550,000) principal amount are outstanding at the date hereof; (300) Bonds of 1992 Series CP in the principal amount of Thirty-five million dollars ($35,000,000), all of which are outstanding at the date hereof; (301) 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; (302) Bonds of 1993 Series C in the principal amount of Two hundred twenty-five million dollars ($225,000,000), of which Sixty-one million six hundred thousand dollars ($61,600,000,000) principal amount have heretofore been retired and One hundred sixth-three million four hundred thousand dollars ($163,400,000) principal amount are outstanding at the date hereof; (303) Bonds of 1993 Series E in the principal amount of Four hundred million dollars ($400,000,000), of which Two hundred thirteen million nine hundred thousand dollars ($213,900,000) principal amount have heretofore been retired and One hundred eighty-six million one hundred thousand dollars ($186,100,000) principal amount are outstanding at the date hereof; (304) 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 hereof; (305) Bonds of 1993 Series G in the principal amount of Two hundred twenty-five million dollars ($225,000,000), of which One hundred twenty-five million dollars ($125,000,000) principal amount have been retired and One hundred million dollars ($100,000,000) principal amount are outstanding at the date hereof; (306) Bonds of 1993 Series J in the principal amount of Three hundred million dollars ($300,000,000), of which One hundred eleven million dollars ($111,000,000) principal amount have heretofore been retired and One hundred eighty-nine million dollars ($189,000,000) principal amount are outstanding at the date hereof; (307) 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; (308) 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; (309) Bonds of 1993 Series H in the principal amount of Fifty million dollars ($50,000,000), all of which are outstanding at the date hereof; (310) Bonds of 1993 Series K in the principal amount of One hundred sixty million dollars ($160,000,000), all of which are outstanding at the date hereof; (311) 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; (312) 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; (313) Bonds of 1994 Series C in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof; (314) 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; (315) 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; 7 5 (316) 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; (317) 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; (318) 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; (319) 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; (320) Bonds of 1999 Series D in the principal amount of Forty million dollars ($40,000,000), 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 Five million six hundred seventy thousand dollars ($5,670,000) principal amount have heretofore been retried and Two hundred fourteen million three hundred thirty thousand dollars ($214,330,000) 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 ($50,745,000), all of which are outstanding at the date hereof; and accordingly, the Company has issued and has presently outstanding aggregate principal amount of its General and Refunding Mortgage Bonds (the "Bonds") at the date hereof; and REASON FOR WHEREAS, the Company desires to issue and sell a new series CREATION OF of bonds to be issued under the Indenture in the aggregate NEW SERIES. principal amount of up to million dollars ($ ) to be authenticated and delivered pursuant to Section of Article of the Indenture; and 8 6 INDENTURE TO BE WHEREAS, the Company desires by this Supplemental Indenture to agree AMENDED AND BONDS with the Trustee to amend the Indenture and to create such new series of TO BE bonds, to be designated "General and Refunding Mortgage Bonds, 20 Series SERIES . "; and FURTHER WHEREAS, the Original Indenture, by its terms, includes in the ASSURANCE. property subject to the lien thereof all of the estates and properties, real, personal and mixed, rights, privileges and franchises of every nature and kind and wheresoever situate, then or thereafter owned or possessed by or belonging to the Company or to which it was then or at any time thereafter might be entitled in law or in equity (saving and excepting, however, the property therein specifically excepted or released from the lien thereof), and the Company therein covenanted that it would, upon reasonable request, execute and deliver such further instruments as may be necessary or proper for the better assuring and confirming unto the Trustee all or any part of the trust estate, whether then or thereafter owned or acquired by the Company (saving and excepting, however, property specifically excepted or released from the lien thereof); and AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers and authority SUPPLEMENTAL conferred upon and reserved to it under and by virtue of the provisions of INDENTURE. the Indenture, and pursuant to resolutions of its Board of Directors has duly resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in the form hereof for the purposes herein provided; and WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized; CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison SUPPLEMENTAL Company, in consideration of the premises and of the covenants contained INDENTURE. in the Indenture and of the sum of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trusts under the Original Indenture and in said indentures supplemental thereto as follows:

9 7
PART I. CREATION OF SERIES OF BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 20 SERIES TERMS OF BONDS SECTION 1. The Company hereby creates the OF 20 SERIES . series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title "General and Refunding Mortgage Bonds, 20 Series " (elsewhere herein referred to as the "bonds of 20 Series "). The aggregate principal amount of bonds of 20 Series shall be limited to million dollars ($ ), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds. The bonds of 20 Series shall mature on and shall be issued as registered bonds without coupons in denominations of $1,000 and any multiple thereof, and shall bear interest, payable [semi-annually] on and of each year (commencing on ), at the rate of per centum ( %) per annum [if variable rate, insert variable rate provisions] until the principal 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. Except as otherwise specifically provided in this Supplemental Indenture, the principal of and interest on the bonds of 20 Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, The 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. The interest on bonds of 20 Series , whether in temporary or definitive form, shall be payable without presentation of such bonds and (subject to the provisions of this Section 1) only to or upon the written order of the registered holders thereof. Each bond of 20 Series shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the or next preceding the date thereof to which interest has been paid on bonds of 20 Series , 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 , in which case interest shall be payable from on the bond of 20 Series originally evidencing the debt represented thereby. The bonds of 20 Series 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 20 Series ). Until bonds of 20 Series 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 20 Series in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 20 Series , if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 20 Series , 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 20 Series which 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 day of or as the case may be (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 20 Series ,
10 8 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 20 Series 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 20 Series 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 20 Series 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. REDEMPTION OF SECTION 2. The bonds of 20 Series shall be redeemable prior to BONDS OF 20 stated maturity, at the election of the Company on any date prior to SERIES . maturity, as a whole, or in part from time to time, by lot, at the following redemption prices (expressed as percentages of the principal amount thereof) plus in each case accrued interest to the date fixed for redemption:

IF REDEEMED IF REDEEMED DURING 12 MONTH REDEMPTION DURING 12 MONTH REDEMPTION PERIOD ENDING PRICE PERIOD ENDING PRICE --------------- ---------- --------------- ----------
provided, however, that prior to no bonds of 20 Series may be redeemed, directly or indirectly, from or in anticipation of the proceeds of any refunding operation involving borrowing, at an interest cost to the Company, computed in accordance with generally accepted financial practice, of less than % per annum. The bonds of 20 Series shall be redeemable as aforesaid and except as otherwise provided herein, and as specified in Article IV of the Indenture upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than ninety (90) days, prior to the date fixed for redemption to the registered holders of bonds of 20 Series so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 20 Series designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Interest shall cease to accrue on any bonds of 20 Series (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 20 Series (or such portion) designated for redemption has been duly provided for. Bonds of 20 Series redeemed in part only shall be in amounts of $1,000 or any multiple thereof. If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of 20 Series so to be redeemed) sufficient to redeem bonds of 20 Series in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 20 Series (or portions thereof) shall 11 9 thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest. The bonds of 20 Series [shall] [not] be entitled to or subject to any sinking fund. EXCHANGE AND At the option of the registered holder, any bonds of 20 Series , upon TRANSFER. surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, The 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, shall be exchangeable for a like aggregate principal amount of bonds of 20 Series of other authorized denominations, upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. Bonds of 20 Series shall be transferable at the office or agency of the Company in the Borough of Manhattan, The City of New York, The State of New York. The Company waives its rights under Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of 20 Series during any period of ten (10) days next preceding any interest payment date for such bonds. Bonds of 20 Series , 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 with the rules or regulations of any stock exchange or to conform to usage with respect thereto. CONSENT. SECTION 3. The holders of bonds of the 20 Series consent that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of bonds of 20 Series entitled to consent to any amendment, supplement or waiver. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

12 10 FORM OF SECTION 4. The bonds of 20 Series and the form of Trustee's Certificate BONDS OF to be endorsed on such bonds shall be substantially in the following 20 SERIES . forms, respectively: [FORM OF FACE OF BOND] THE DETROIT EDISON COMPANY GENERAL AND REFUNDING MORTGAGE BOND 20 Series ,[ %] due [$ IF REGISTERED No. THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to or registered assigns, at its office or agency in the Borough of Manhattan, The City and State of New York, the principal sum of in lawful money of the United States of America on the day of , and to pay interest thereon at the rate specified in the title hereof, at such office or agency, in like lawful money, from , and after the first interest payment on bonds of this Series has been made or otherwise provided for, from the most recent date to which such interest has been paid, [semi-annually] on the day of and in each year (commencing on ), to the person in whose name this bond is registered at the close of business on the day of the preceding or (subject to certain exceptions provided in the Indenture hereinafter mentioned), 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 such Indenture hereinafter mentioned on the reverse hereof and in the supplemental indenture pursuant to which this bond has been issued.] [$ IF BOOK-ENTRY No. Unless and until this Bond is exchanged in whole or in part for certified Bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this Bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depositary to the issuer or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. This Bond may be exchanged for certificated Bonds registered in the names of the various beneficial owners hereof only if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the issuer within 90 days, or (b) the issuer, the Trustee and the Depositary consent to such exchange.] Reference is hereby made to the further provisions of this bond set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though set forth at this place. This bond shall not be valid or become obligatory for any purpose until First Chicago Trust Company of New York, the Trustee under the Indenture hereinafter mentioned on the reverse hereof, or its successor thereunder, shall have signed the form of certificate endorsed hereon.

13 11 IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed on its behalf by its Chairman of the Board and its President or a Vice President, with their 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 Secretary or an Assistant Secretary by manual or facsimile signature. Dated: THE DETROIT EDISON COMPANY By ---------------------------- Chairman of the Board ---------------------------- Vice President [SEAL] and Treasurer Attest: ----------------------------------------------- Secretary 14 12 [FORM OF REVERSE OF BOND] This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of said bonds known as General and Refunding Mortgage Bonds, 20 Series (elsewhere herein referred to as the "bonds of 20 Series "), limited to an aggregate principal amount of $ , 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 First Chicago Trust Company of New York, a trust company of the State of New York, as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of ) 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 , 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 alted in certain respects by affirmative vote of at least eighty-five percent (85%) in principal 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 principal 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. If Book-Entry [The holder of this bond of 20 Series hereby consents that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of bonds of this series entitled to consent to any amendment, supplement or waiver. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.] This bond is redeemable on giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than ninety (90) days, prior to the date fixed for redemption to the registered holder of this bond at his last address appearing on the register thereof, in the manner and upon the terms provided in the Indenture, at the election of the Company on any date as a whole or in part by lot, from time to time, at the following redemption prices (expressed 15 13 as percentages of the principal amount hereof) plus in each case accrued interest to the date fixed for redemption:
IF REDEEMED IF REDEEMED DURING 12 MONTH REDEMPTION DURING 12 MONTH REDEMPTION PERIOD ENDING PRICE PERIOD ENDING PRICE --------------- ---------- --------------- ----------
provided, however, that prior to , no bonds of 20 Series may be redeemed, directly or indirectly, from the proceeds or in anticipation of any refunding operation involving borrowing at an interest cost to the Company, computed in accordance with generally accepted financial practice, of less than % per annum. 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 20 Series (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. The bonds of 20 Series , including this bond, [shall] [not] be entitled or subject to a sinking fund. 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. This bond is transferable 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 or bonds of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee or transferees in exchange herefor, and this bond with others of like form may in like manner be exchanged for one or more new registered bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and upon payment, in any event, of the charges prescribed in the Indenture. No recourse shall be had for the payment of the principal of, or the interest on, this bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any indenture supplemental thereto, against any incorporator, or against any past, present or future stockholder, director or officer, as such, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture. 16 14 expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture. [FORM OF TRUSTEE'S CERTIFICATE] ~~FORM OF This bond is one of the bonds, of the series designated therein, described TRUSTEE'S in the within-mentioned Indenture. CERTIFICATE.~~

FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Trustee By .............................. Authorized Officer 17 15
PART II. RECORDING AND FILING DATA RECORDING AND The Original Indenture and indentures supplemental thereto have been FILING OF ORIGINAL recorded and/or filed 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 Original Indenture, FILING OF indentures supplemental thereto heretofore entered into have been recorded SUPPLEMENTAL as a real estate mortgage and/or filed as a chattel mortgage or as a INDENTURES. financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission, as set forth in supplemental indentures as follows:

RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL 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, November 15, 1951 Subject Properties and Additional Provisions March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951 and Additional Provisions November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953 Additional Provisions and Subject Properties January 15, 1953(a)(b)............ Series L Bonds May 1, 1953 May 1, 1953(a).................... Series M Bonds March 15, 1954 and Subject Properties March 15, 1954(a)(c).............. Series N Bonds May 15, 1955 and Subject Properties May 15, 1955(a)(c)................ Series O Bonds August 15, 1957 and Subject Properties August 15, 1957(a)(c)............. Series P Bonds June 1, 1959 Additional Provisions and Subject Properties June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966 and Subject Properties December 1, 1966(a)(c)............ Series R Bonds October 1, 1968 Additional Provisions and Subject Properties October 1, 1968(a)(c)............. Series S Bonds December 1, 1969 and Subject Properties
18 16
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ---------------------------------- ------------------------ ------------------ December 1, 1969(a)(c)............ Series T Bonds July 1, 1970 and Subject Properties July 1, 1970(c)................... Series U Bonds December 15, 1970 and Subject Properties December 15, 1970(c).............. Series V and June 15, 1971 Series W Bonds June 15, 1971(c).................. Series X Bonds November 15, 1971 and Subject Properties November 15, 1971(c).............. Series Y Bonds January 15, 1973 and Subject Properties January 15, 1973(c)............... Series Z Bonds May 1, 1974 and Subject Properties May 1, 1974....................... Series AA Bonds October 1, 1974 and Subject Properties October 1, 1974................... Series BB Bonds January 15, 1975 and Subject Properties January 15, 1975.................. Series CC Bonds November 1, 1975 and Subject Properties November 1, 1975.................. Series DDP Nos. 1-9 December 15, 1975 Bonds and Subject Properties December 15, 1975................. Series EE Bonds February 1, 1976 and Subject Properties February 1, 1976.................. Series FFR Nos. 1-13 June 15, 1976 Bonds June 15, 1976..................... Series GGP Nos. 1-7 July 15, 1976 Bonds and Subject Properties July 15, 1976..................... Series HH Bonds February 15, 1977 and Subject Properties February 15, 1977................. Series MMP Bonds and March 1, 1977 Subject Properties March 1, 1977..................... Series IIP Nos. 1-7 June 15, 1977 Bonds, 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 July 1, 1977 and Subject Properties July 1, 1977...................... Series NNP Nos. 1-7 October 1, 1977 Bonds and Subject Properties October 1, 1977................... Series GGP Nos. 8-22 June 1, 1978 Bonds and Series OOP Nos. 1-17 Bonds and Subject Properties June 1, 1978...................... Series PP Bonds, October 15, 1978 Series QQP Nos. 1-9 Bonds and Subject Properties October 15, 1978.................. Series RR Bonds March 15, 1979 and Subject Properties March 15, 1979.................... Series SS Bonds July 1, 1979 and Subject Properties
19 17
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ---------------------------------- ------------------------ ------------------ July 1, 1979...................... Series IIP Nos. 8-22 September 1, 1979 Bonds, 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. November 1, 1981 13-25 Bonds and Subject Properties November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982 Bonds June 30, 1982..................... Article XIV August 15, 1982 Reconfirmation August 15, 1982................... 1981 Series AP Nos. June 1, 1983 13-14 and Subject Properties June 1, 1983...................... 1981 Series AP Nos. October 1, 1984 15-16 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 April 1, 1986 and Subject Properties
20 18
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ---------------------------------- ------------------------ ------------------ April 1, 1986..................... 1986 Series A and August 15, 1986 Subject Properties August 15, 1986................... 1986 Series B and November 30, 1986 Subject 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 February 15, 1990 1989 Series BP February 15, 1990................. 1990 Series A, 1990 November 1, 1990 Series 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 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 March 15, 1992 1989 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 September 15, 1993 Amendment 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 August 1, 1995 1994 Series DP August 1, 1995.................... 1995 Series A Bond August 1, 1999 1995 Series DP March 15, 2001.................... 2001 Series AP [ ]
[Update As Necessary] ------------------------------------------ (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. 21 19 RECORDING OF All the bonds of Series A which were issued under the Original CERTIFICATES Indenture dated as of October 1, 1924, and of Series B, C, D, E, F, G, H, OF PROVISION I, J, K, L, M, N, O, P, Q, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos. FOR PAYMENT. 1-14, GGP Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-8, LLP Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU, 1980 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981 Series AP Nos. 1-16, 1985 Series A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP and MMP No. 2 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, May 1, 1985, May 15, 1985, January 31, 1987, June 1, 1978, October 15, 1978, December 15, 1975, February 15, 1977, and September 1, 1979 have matured or have been called for redemption and funds sufficient for such payment or redemption have been irrevocably deposited with the Trustee for that purpose; and Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8. PART III. THE TRUSTEE. TERMS AND The Trustee hereby accepts the trust hereby declared and provided, and CONDITIONS OF agrees to perform the same upon the terms and conditions in the Original ACCEPTANCE OF Indenture, as amended to date and as supplemented by this Supplemental TRUST BY TRUSTEE. Indenture, and in this Supplemental Indenture set forth, and upon the following terms and conditions: The Trustee shall not be responsible in any manner whatsoever for and in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. PART IV. MISCELLANEOUS. CONFIRMATION OF Except to the extent specifically provided therein, no provision of SECTION 318(C) OF this supplemental indenture or any future supplemental indenture is TRUST INDENTURE intended to modify, and the parties do hereby adopt and confirm, the ACT provisions of Section 318(c) of the Trust Indenture Act which amend and supersede provisions of the Indenture in effect prior to November 15, 1990. EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY COUNTERPARTS. 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.

22 20 TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND FIRST CHICAGO TRUST COMPANY OF NEW YORK 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.

THE DETROIT EDISON COMPANY, (Corporate Seal) By ------------------------ Name: Title: EXECUTION. Attest: -------------------- Name: Assistant Corporate Secretary Signed, sealed and delivered by THE DETROIT EDISON COMPANY, in the presence of ---------------------- Name: --------------------- Name:
STATE OF MICHIGAN SS.: COUNTY OF WAYNE ACKNOWLEDGMENT On this day of , before me, the subscriber, a Notary Public OF EXECUTION within and for the County of Wayne, in the State of Michigan, personally BY COMPANY. appeared , to me personally known, who, being by me duly sworn, did say that he does business at 2000 Second Avenue, Detroit, Michigan 48226 and is the 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 acknowledged said instrument to be the free act and deed of said corporation.
---------------------- (Notarial Seal) , Notary Public Wayne County, MI My Commission Expires 23 21 FIRST CHICAGO TRUST COMPANY OF NEW YORK, (Corporate Seal) By ------------------- Name: Title: Attest: ---------------- Name: Title: Signed, sealed and delivered by FIRST CHICAGO TRUST COMPANY OF NEW YORK, in the presence of ----------------------- Name: -------------------- Name:
STATE OF NEW YORK SS.: COUNTY OF NEW YORK ACKNOWLEDGMENT On this day of , before me, the subscriber, a Notary OF EXECUTION Public within and for the County of New York, in the State of New York, BY TRUSTEE. personally appeared , to me personally known, who, being by me duly sworn, did say that his business office is located at 14 Wall Street, New York, New York 10005, and he is Vice President of FIRST CHICAGO TRUST COMPANY OF NEW YORK, 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 New York No. Qualified in New York County Commission Expires 24 22 STATE OF MICHIGAN COUNTY OF WAYNE SS.: AFFIDAVIT AS TO , being duly sworn, says: that he is the CONSIDERATION of THE DETROIT EDISON COMPANY, the Mortgagor named in the foregoing AND GOOD FAITH. 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 Sworn to before me this day of ------------------------- , Notary Public Wayne County, MI My Commission Expires (Notarial Seal) This instrument was drafted by EX-4.2 5 k63078ex4-2.txt FORM OF SUPPLEMENTAL INDENTURE (MORTGAGE) 1 Form of Supplemental Indenture (Mortgage) for General and Refunding Mortgage Bonds, a Series of Secured Medium-Term Notes (including Form of Mortgage Bonds). EXHIBIT 4.2 THE DETROIT EDISON COMPANY (2000 Second Avenue, Detroit, Michigan 48226) TO FIRST CHICAGO TRUST COMPANY OF NEW YORK (14 Wall Street, New York, New York 10005) AS TRUSTEE ------------------------ FORM OF INDENTURE Dated as of , ------------------------ SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST DATED AS OF OCTOBER 1, 1924 PROVIDING FOR (A) SECURED MEDIUM-TERM NOTES, SERIES AND (B) RECORDING AND FILING DATA 2 i TABLE OF CONTENTS* ------------------------
PAGE --- PARTIES.............................................................. 1 RECITALS Original Indenture and Supplementals............................... 1 Issue of Bonds under Indenture..................................... 1 Bonds heretofore issued............................................ 1 Reason for creation of new series.................................. 5 Indenture to be Amended and Bonds to be Series................... 6 Further assurance.................................................. 6 Authorization of Supplemental Indenture............................ 6 Consideration for Supplemental Indenture........................... 6 PART I. CREATION OF SERIES OF BONDS SERIES Sec. 1. Terms of Bonds of Series .................................. 7 Sec. 2. Redemption of Bonds of Series ............................. 8 Exchange and transfer........................................ 8 Sec. 3. Consent...................................................... 9 Sec. 4. Form of Bonds of Series ................................... 10 Form of Trustee's Certificate................................ 16 PART II. RECORDING AND FILING DATA Recording and filing of Original Indenture........................... 18 Recording and filing of Supplemental Indentures...................... 18 Recording of Certificates of Provision for Payment................... 22 PART III. THE TRUSTEE Terms and conditions of acceptance of trust by Trustee............... 22 PART IV. MISCELLANEOUS Confirmation of Section 318(c) of Trust Indenture Act................ 22 Execution in Counterparts............................................ 22 Testimonium.......................................................... 23 Execution............................................................ 23 Acknowledgement of execution by Company.............................. 23 Acknowledgement of execution by Trustee.............................. 24 Affidavit as to consideration and good faith......................... 25
- ------------------------ * This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture. 3 1 PARTIES. SUPPLEMENTAL INDENTURE, dated as of the day of , in the year , 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 FIRST CHICAGO TRUST COMPANY OF NEW YORK, a trust company organized and existing under the laws of the State of New York, having its corporate trust office at 14 Wall Street, in the Borough of Manhattan, The City and State of New York, as successor Trustee under the Mortgage and Deed of Trust hereinafter mentioned (hereinafter called the "Trustee"), party of the second part. ORIGINAL WHEREAS, the Company has heretofore executed and delivered its Mortgage INDENTURE AND and Deed of Trust (hereinafter referred to as the "Original Indenture"), SUPPLEMENTALS. 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, and 1990, April 1, 1991, May 1, 1991, May 15, 1991, September 1, 1991, November 1, 1991, January 15, 1992, February 29, 1992, April 15, 1992, July 15, 1992, July 31, 1992, November 30, 1992, December 15, 1992, January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26, 1993, May 31, 1993, June 30, 1993, June 30, 1993, September 15, 1993, March 1, 1994, June 15, 1994, August 15, 1995, December 1, 1994, August 15, 1995, August 1, 1999, August 15, 1999 and January 1, 2000, April 15, 2000, August 1, 2000, and March 15, 2001 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 WHEREAS, the Indenture provides that said bonds shall be issuable in one BONDS UNDER or more series, and makes provision that the rates of interest and dates INDENTURE. 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 dollars ($ ) have ISSUED. heretofore been issued under the indenture as follows, viz:

[UPDATE AS NECESSARY] (1) Bonds of Series A -- Principal Amount $26,016,000, (2) Bonds of Series B -- Principal Amount $23,000,000, (3) Bonds of Series C -- Principal Amount $20,000,000, (4) Bonds of Series D -- Principal Amount $50,000,000, (5) Bonds of Series E -- Principal Amount $15,000,000, (6) Bonds of Series F -- Principal Amount $49,000,000, (7) Bonds of Series G -- Principal Amount $35,000,000, (8) Bonds of Series H -- Principal Amount $50,000,000, (9) Bonds of Series I -- Principal Amount $60,000,000, (10) Bonds of Series J -- Principal Amount $35,000,000, (11) Bonds of Series K -- Principal Amount $40,000,000,

4 2 (12) Bonds of Series L -- Principal Amount $24,000,000, (13) Bonds of Series M -- Principal Amount $40,000,000, (14) Bonds of Series N -- Principal Amount $40,000,000, (15) Bonds of Series O -- Principal Amount $60,000,000, (16) Bonds of Series P -- Principal Amount $70,000,000, (17) Bonds of Series Q -- Principal Amount $40,000,000, (18) Bonds of Series W -- Principal Amount $50,000,000, (19) Bonds of Series AA -- Principal Amount $100,000,000, (20) Bonds of Series BB -- Principal Amount $50,000,000, (21) Bonds of Series CC -- Principal Amount $50,000,000, (22) Bonds of Series UU -- Principal Amount $100,000,000, (23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000, (32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000, (46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000, (68) Bonds of Series HH -- Principal Amount $50,000,000, (69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000, (91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000, (99-107) Bonds of Series KKP Nos. 1-9 -- Principal Amount $34,890,000, (108-122) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000, (123-143) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000, (144-161) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000, (162-180) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000, (181-195) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000, (196) Bonds of 1980 Series A -- Principal Amount $50,000,000, (197-221) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000, (222-232) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000, (233-248) Bonds of 1981 Series AP Nos. 1-16 -- Principal Amount $124,000,000, (249) Bonds of 1985 Series A -- Principal Amount $35,000,000, (250) Bonds of 1985 Series B -- Principal Amount $50,000,000, (251) Bonds of Series PP -- Principal Amount $70,000,000, (252) Bonds of Series RR -- Principal Amount $70,000,000, (253) Bonds of Series EE -- Principal Amount $50,000,000, (254-255) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000, (256) Bonds of Series T -- Principal Amount $75,000,000, (257) Bonds of Series U -- Principal Amount $75,000,000, (258) Bonds of 1986 Series B -- Principal Amount $100,000,000, (259) Bonds of 1987 Series D -- Principal Amount $250,000,000, (260) Bonds of 1987 Series E -- Principal Amount $150,000,000, (261) Bonds of 1987 Series C -- Principal Amount $225,000,000, (262) Bonds of Series V -- Principal Amount $100,000,000, (263) Bonds of Series SS -- Principal Amount $150,000,000, (264) Bonds of 1980 Series B -- Principal Amount $100,000,000, (265) Bonds of 1986 Series C -- Principal Amount $200,000,000, (266) Bonds of 1986 Series A -- Principal Amount $200,000,000, (267) Bonds of 1987 Series B -- Principal Amount $175,000,000, (268) Bonds of Series X -- Principal Amount $100,000,000, (269) Bonds of 1987 Series F -- Principal Amount $200,000,000, (270) Bonds of 1987 Series A -- Principal Amount $300,000,000, (271) Bonds of Series Y -- Principal Amount $60,000,000, (272) Bonds of Series Z -- Principal Amount $100,000,000, (273) Bonds of 1989 Series A -- Principal Amount $300,000,000, (274) Bonds of 1984 Series AP -- Principal Amount $2,400,000, (275) Bonds of 1984 Series BP -- Principal Amount $7,750,000, (276) Bonds of Series R -- Principal Amount $100,000,000, (277) Bonds of Series S -- Principal Amount $150,000,000, (278) Bonds of 1993 Series D -- Principal Amount $100,000,000, (279) Bonds of 1992 Series E -- Principal Amount $50,000,000, (280) Bonds of 1993 Series B -- Principal Amount $50,000,000, (281) Bonds of 1989 Series BP -- Principal Amount $66,565,000, 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;

5 3 (282-287) 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 Ninety million four hundred ninety thousand dollars ($90,490,000) principal amount have heretofore been retired and eighty-nine million one hundred thousand dollars ($89,100,000) principal amount are outstanding at the date hereof; (288) Bonds of 1990 Series A in the principal amount of One hundred ninety-four million six hundred forty-nine thousand dollars ($194,649,000) of which Sixty-nine million sixty-nine thousand dollars ($69,069,000) principal amount have heretofore been retired and One hundred twenty-five million five hundred eighty thousand dollars ($125,580,000) principal amount are outstanding at the date hereof; (289) 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 four million six hundred seventy-six thousand dollars ($104,676,000) principal amount have heretofore been retired and One hundred fifty-two million two hundred fifty-six thousand dollars ($152,256,000) principal amount are outstanding at the date hereof; (290) Bonds of 1990 Series C in the principal amount of Eighty-five million four hundred seventy-five thousand dollars ($85,475,000) of which Thirty-seven million six hundred nine thousand dollars ($37,609,000) principal amount have heretofore been retired and Forty-seven million eight hundred sixty-six thousand dollars ($47,866,000) principal amount are outstanding at the date hereof; (291) 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; (292) 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; (293) 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; (294) 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; (295) Bonds of 1991 Series EP in the principal amount of Forty-one million four hundred eighty thousand dollars ($41,480,000), all of which are outstanding at the date hereof; (296) Bonds of 1991 Series FP in the principal amount of Ninety-eight million three hundred seventy-five thousand dollars ($98,375,000), all of which are outstanding at the date hereof; (297) Bonds of 1992 Series BP in the principal amount of Twenty million nine hundred seventy-five thousand dollars ($20,975,000), all of which are outstanding at the date hereof; (298) 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; (299) Bonds of 1992 Series D in the principal amount of Three hundred million dollars ($300,000,000), of which One hundred three million four hundred fifty thousand dollars ($103,450,000) principal amount have heretofore been retired and 6 4 One hundred ninety-six million ($196,550,000) principal amount are outstanding at the date hereof; (300) Bonds of 1992 Series CP in the principal amount of Thirty-five million dollars ($35,000,000), all of which are outstanding at the date hereof; (301) 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; (302) Bonds of 1993 Series C in the principal amount of Two hundred twenty-five million dollars ($225,000,000), of which Sixty-one million six hundred thousand dollars ($61,600,000,000) principal amount have heretofore been retired and One hundred sixth-three million four hundred thousand dollars ($163,400,000) principal amount are outstanding at the date hereof; (303) Bonds of 1993 Series E in the principal amount of Four hundred million dollars ($400,000,000), of which Two hundred thirteen million nine hundred thousand dollars ($213,900,000) principal amount have heretofore been retired and One hundred eighty-six million one hundred thousand dollars ($186,100,000) principal amount are outstanding at the date hereof; (304) 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 hereof; (305) Bonds of 1993 Series G in the principal amount of Two hundred twenty-five million dollars ($225,000,000), of which One hundred twenty-five million dollars ($125,000,000) principal amount have been retired and One hundred million dollars ($100,000,000) principal amount are outstanding at the date hereof; (306) Bonds of 1993 Series J in the principal amount of Three hundred million dollars ($300,000,000), of which One hundred eleven million dollars ($111,000,000) principal amount have heretofore been retired and One hundred eighty-nine million dollars ($189,000,000) principal amount are outstanding at the date hereof; (307) 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; (308) 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; (309) Bonds of 1993 Series H in the principal amount of Fifty million dollars ($50,000,000), all of which are outstanding at the date hereof; (310) Bonds of 1993 Series K in the principal amount of One hundred sixty million dollars ($160,000,000), all of which are outstanding at the date hereof; (311) 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; (312) 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; (313) Bonds of 1994 Series C in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof; (314) 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; (315) 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; 7 5 (316) 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; (317) 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; (318) 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; (319) 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; (320) Bonds of 1999 Series D in the principal amount of Forty million dollars ($40,000,000), 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 Five million six hundred seventy thousand dollars ($5,670,000) principal amount have heretofore been retried and Two hundred fourteen million three hundred thirty thousand dollars ($214,330,000) 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 ($50,745,000), all of which are outstanding at the date hereof; and accordingly, the Company has issued and has presently outstanding aggregate principal amount of its General and Refunding Mortgage Bonds (the "Bonds") at the date hereof; and REASON FOR WHEREAS, the Company desires to issue and sell a new series CREATION OF of bonds to be issued under the Indenture in the aggregate NEW SERIES. principal amount of up to million dollars ($ ) to be authenticated and delivered pursuant to Section of Article of the Indenture; and 8 6 INDENTURE TO BE WHEREAS, the Company desires by this Supplemental Indenture to agree AMENDED AND with the Trustee to amend the Indenture and to create such new series of BONDS TO BE bonds, to be designated "Secured Medium-Term Notes, Series "; and SERIES . FURTHER WHEREAS, the Original Indenture, by its terms, includes in the ASSURANCE. property subject to the lien thereof all of the estates and properties, real, personal and mixed, rights, privileges and franchises of every nature and kind and wheresoever situate, then or thereafter owned or possessed by or belonging to the Company or to which it was then or at any time thereafter might be entitled in law or in equity (saving and excepting, however, the property therein specifically excepted or released from the lien thereof), and the Company therein covenanted that it would, upon reasonable request, execute and deliver such further instruments as may be necessary or proper for the better assuring and confirming unto the Trustee all or any part of the trust estate, whether then or thereafter owned or acquired by the Company (saving and excepting, however, property specifically excepted or released from the lien thereof); and AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers and authority SUPPLEMENTAL conferred upon and reserved to it under and by virtue of the provisions of INDENTURE. the Indenture, and pursuant to resolutions of its Board of Directors has duly resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in the form hereof for the purposes herein provided; and WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized; CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison SUPPLEMENTAL Company, in consideration of the premises and of the covenants contained INDENTURE. in the Indenture and of the sum of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trusts under the Original Indenture and in said indentures supplemental thereto as follows:

9 7 PART I. CREATION OF SERIES OF BONDS. SECURED MEDIUM-TERM NOTES, SERIES TERMS OF BONDS SECTION 1. The Company hereby creates the series of General and OF SERIES. Refunding Mortgage Bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title "Secured Medium-Term Notes, Series " (elsewhere herein referred to as the "bonds of Series "). The aggregate principal amount of bonds of Series , which shall be issued from time to time, shall be limited to million dollars ($ ), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds. The bonds of Series shall be issued as registered bonds without coupons in denominations of $1,000 and any multiple thereof. Each bond of 1994 Series shall mature on such date not less than two years from date of issue, shall bear interest at such rate or rates and have such other terms and provisions not inconsistent with the Indenture as may be set forth in a Certificate filed by the Company with the Trustee referring to this Supplemental Indenture; interest on bonds of Series shall be payable semi-annually on interest payment dates specified by the Company and at maturity; and thereafter until the Company's obligation with respect to the payment of said principal shall have been discharged as provided in the Indenture. Except as otherwise specifically provided in this Supplemental Indenture, the principal of and interest on the bonds of Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, The 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. The interest on bonds of Series , whether in temporary or definitive form, shall be payable without presentation of such bonds and (subject to the provisions of this Section 1) only to or upon the written order of the registered holders thereof. Each bond of Series shall be dated the date of its authentication. The bonds of Series 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 1994 Series ). Until bonds of Series 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 1994 Series in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of Series , if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of Series . Interest on any bond of Series which 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 specified by the Company. If the Issue Date of the bonds of Series of a designated interest rate and maturity is after the record date, such bonds shall bear interest from the Issue Date but payment of interest shall commence on the second interest payment date succeeding the Issue Date. "Issue Date" with respect to bonds of Series of a designated interest rate and maturity shall mean the date of first authentication of bonds of such designated interest rate and maturity. 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 Series , 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

10 8 Series 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 Series 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 Series 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. REDEMPTION OF SECTION 2. The bonds of Series may be redeemable prior to stated BONDS OF 20 maturity in the manner set forth in a Certificate filed by the Company SERIES . with the Trustee. The bonds of Series may be redeemable as aforesaid and except as otherwise provided herein, and as specified in Article IV of the Indenture upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than ninety (90) days, prior to the date fixed for redemption to the registered holders of bonds of 1994 Series so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 1994 Series designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Interest shall cease to accrue on any bonds of Series (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of Series (or such portion) designated for redemption has been duly provided for. Bonds of 1994 Series redeemed in part only shall be in amounts of $1,000 or any multiple thereof. If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of Series so to be redeemed) sufficient to redeem bonds of 1994 Series in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of Series (or portions thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest. The bonds of Series may be entitled to or subject to any sinking fund specified in a Certificate filed by the Company with the Trustee. EXCHANGE AND At the option of the registered holder, any bonds of Series , TRANSFER. upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, The 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, shall be exchangeable for a like aggregate principal amount of bonds of Series subject to the same terms and conditions of other authorized denominations, upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. Bonds of Series shall be transferable at the office or agency of the Company in the Borough of Manhattan, The City of New York, The State of New York. The Company waives its rights under Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of Series during any period of ten (10) days next preceding any interest payment date for such bonds. Bonds of Series , 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 with the rules or regulations of any stock exchange or to conform to usage with respect thereto.

11 9 CONSENT. SECTION 3. The holders of bonds of the Series consent that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of bonds of Series entitled to consent to any amendment, supplement or waiver. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

12 10 FORM OF SECTION 4. The bonds of Series and the form of Trustee's BONDS OF Certificate to be endorsed on such bonds shall be substantially in the SERIES . following forms, respectively: [FORM OF BOND] THE DETROIT EDISON COMPANY SECURED MEDIUM-TERM NOTE Series Unless and until this Bond is exchanged in whole or in part for certified Bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this Bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depositary to the issuer or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. This Bond may be exchanged for certificated Bonds registered in the names of the various beneficial owners hereof only if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the issuer within 90 days, or (b) the issuer, the Trustee and the Depositary consent to such exchange. [If applicable, the "Amount of OID", the "Original Issue Date", the "Yield to Maturity", and the "Short Accrual Period OID" (computed under the Approximate Method) will be set forth below. The calculation of the amount of OID upon (a) optional redemption or (b) declaration of acceleration is discussed herein.]

13 11 R- $ CUSIP No. (principal amount) ORIGINAL INITIAL REDEMPTION APPLICABILITY ISSUE DATE: DATE: OF MODIFIED PAYMENT UPON MATURITY DATE: INITIAL REDEMPTION ACCELERATION: PERCENTAGE: INTEREST RATE: If yes, state Issue [AMOUNT OF OID PER Price: INTEREST PAYMENT DATES: $1,000 OF PRINCIPAL:] APPLICABILITY OF ANNUAL INTEREST PAYMENT PERIOD: REDEMPTION PERCENTAGE RECORD DATES: INCREASE: APPLICABILITY OF ANNUAL REDEMPTION PERCENTAGE If yes, state each OPTIONAL REPAYMENT REDUCTION: redemption date and DATE(S): redemption price: If yes, state Annual Percentage Reduction: SHORT ACCRUAL PERIOD OID: YIELD TO MATURITY: SINKING FUND PROVISIONS: AMORTIZATION SCHEDULE:

14 12 THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to Cede & Co. or registered assigns, at its office or agency in the Borough of Manhattan, The City and State of New York, the principal sum specified above in lawful money of the United States of America on the Maturity Date specified above, and to pay interest thereon at the rate specified above, at such office or agency, in like lawful money, from the Issue Date specified above if the date of this bond is prior to the first interest payment date, otherwise from the most recent date to which interest has been paid, semi-annually on the Interest Payment Dates specified above in each year, to the person in whose name this bond is registered at the close of business on the applicable Record Date specified above (subject to certain exceptions provided in the Indenture hereinafter mentioned), 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 such Indenture hereinafter mentioned on the reverse hereof and in the supplemental indenture pursuant to which this bond has been issued. If the date of this bond (if other than the Issue Date) is after a Record Date (as specified above) with respect to any Interest Payment Date and on or prior to such Interest Payment Date, then interest shall be payable only from such Interest Payment Date. If the Issue Date is after such Record Date, then interest shall be payable from the Issue Date and payment of interest shall commence on the second Interest Payment Date succeeding the Issue Date. If the Company shall default in the payment of interest due on any Interest Payment Date, then interest shall be payable from the next preceding Interest Payment Date to which interest has been paid, or, if no interest has been paid, from the Issue Date. This bond shall not be valid or become obligatory for any purpose until First Chicago Trust Company of New York, the Trustee under the Indenture hereinafter mentioned on the reverse hereof, or its successor thereunder, shall have signed the form of certificate endorsed hereon. 15 13 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 Secured Medium-Term Notes, Series (elsewhere herein referred to as the "bonds of Series "), limited to an aggregate principal amount of , 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 First Chicago Trust Company of New York, a trust company of the State of New York, as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of , ) 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 , ), 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 principal 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 principal 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. The holder of this bond of Series hereby consents that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of bonds of this series entitled to consent to any amendment, supplement or waiver. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. This bond is subject to the redemption provisions specified above. 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 Series (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. This bond is entitled to or subject to the sinking fund provisions specified above. 16 14 This bond will be subject to repayment at the option of the holder hereof on the Optional Repayment Date(s), if any, indicated on the face hereof. If no Optional Repayment Dates are set forth on the face hereof, this bond shall not be so repaid at the option of the holder hereof prior to maturity. On any Optional Repayment Date, this bond shall be repayable in whole or in part in increments of $1,000 (provided that any remaining principal amount hereof shall not be less than the minimum authorized denomination hereof) at the option of the holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with interest thereon payable to the date of repayment. For this bond to be repaid in whole or in part at the option of the holder hereof, this bond must be received, with the form entitled "Option to Elect Repayment" below duly completed, by the Trustee at its corporate trust office at 14 Wall Street, New York, New York, or such address which the Company shall from time to time notify the holders of the bond, not more than 60 nor less than 30 days prior to an Optional Repayment Date. Exercise of such repayment option by the Holder hereof shall be irrevocable. If specified above that this bond is subject to (i) "Annual Redemption Percentage Reduction" or (ii) "Annual Redemption Percentage Increase", then this bond may be redeemed in whole or in part at the option of the Company on or after the Initial Redemption Date specified on the face hereof on the terms set forth above, together with interest accrued and unpaid hereon to the date of redemption (except as provided below). If this bond is subject to "Annual Redemption Percentage Reduction", the Initial Redemption Percentage indicated on the face hereof will be reduced on each anniversary of the Initial Redemption Date specified above by the Annual Percentage Reduction specified on the face hereof until the redemption price of this bond is 100% of the principal amount hereof. If this bond is subject to "Annual Redemption Percentage Increase", the amount of original issue discount allocable to such short accrual period is the Amortized Amount. "Amortized Amount" means the original issue discount amortized from the Original Issue Date to the date of redemption or declaration, as the case may be, which amortization shall be calculated using the "constant yield method" (computed in accordance with the rules under the Internal Revenue Code of 1986, as amended, and the regulations thereunder, in effect on the date of redemption or declaration, as the case may be). 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. If specified above that this bond is subject to "Modified Payment upon Acceleration," then (i) if the principal hereof is declared to be due and payable as discussed in the preceding paragraph, the amount of principal due and payable with respect to this bond shall be limited to the sum of the Issue Price specified above plus the Amortized Amount, (ii) for the purpose of any vote of securityholders taken pursuant to the Indenture prior to the acceleration of payment of this bond, the principal amount hereof shall equal the amount that would be due and payable hereon, calculated as set forth in clause (i) above, if this bond were declared to be due and payable on the date of any such vote and (iii) for the purpose of any vote of securityholders taken pursuant to the Indenture following the acceleration of payment of this bond, the principal amount hereof shall equal the amount of principal due and payable with respect to this bond, calculated as set forth in clause (i) above. This bond is transferable 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 or bonds of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee or transferees in exchange herefor, and this bond with others of like form may in like manner be exchanged for one or more new registered 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. 17 15 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. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed on its behalf by its Chairman of the Board and its Vice President and Treasurer, with their 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 Secretary or an Assistant Secretary by manual or facsimile signature. Dated: THE DETROIT EDISON COMPANY By ----------------------- Chairman of the Board ----------------------- [SEAL] Vice President and Treasurer Attest: ----------------------------------------------- Corporate Secretary 18 16
[FORM OF TRUSTEE'S CERTIFICATE] ~~FORM OF This bond is one of the bonds, of the series designated therein, described TRUSTEE'S in the within-mentioned Indenture. CERTIFICATE.~~
FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Trustee By .............................. Authorized Officer FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ---------------------------------------------------------- (please insert social security or other identifying number of assignee) ---------------------------------------------------------- ---------------------------------------------------------- (please print or type name and address of assignee) the within bond of THE DETROIT EDISON COMPANY and does hereby irrevocably constitute and appoint ---------------------------------------------------------- ---------------------------------------------------------- Attorney, to transfer said bond on the books of the within-mentioned Company, with full power of substitution in the premises. Dated: ------------------------------------- Notice: The signature to this assignment must correspond with the name as written upon the face of the bond in every particular without alteration or enlargement or any change whatsoever. 19 17
OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this bond (or portion hereof specified below) pursuant to its terms at a price equal to the principal amount hereof together with interest to the applicable Optional Repayment Date, to the undersigned, at -------------------------------------------------------------------------- -------------------------------------------------------------------------- (please print or typewrite name and address of the undersigned) For this bond to be repaid, the Trustee must receive at 14 Wall Street, New York, New York, or at such other place or places of which the Company shall from time to time notify the holder of this bond, not more than 60 nor less than 30 days prior to an Optional Repayment Date, if any, shown on the face of this bond, this bond with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this bond is to be repaid, specify the portion hereof (which shall be in increments of $1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall not be less than the minimum authorized denomination of this bond and shall be an integral multiple of $1,000 of the bond to be issued to the holder for the portion of this bond not being repaid (in the absence of any such specification, one such bond will be issued for the portion not being repaid). $ ------------------------- Date ---------------------- Notice: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of this bond in every particular, without alteration or enlargement or any change whatever.
20 18
PART II. RECORDING AND FILING DATA RECORDING AND The Original Indenture and indentures supplemental thereto have been FILING OF ORIGINAL recorded and/or filed 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 Original Indenture, FILING OF indentures supplemental thereto heretofore entered into have been recorded SUPPLEMENTAL as a real estate mortgage and/or filed as a chattel mortgage or as a INDENTURES. financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission, as set forth in supplemental indentures as follows:

RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL 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 Addi- September 1, 1947 tional Provisions September 1, 1947(a)(b)(c)........ Series I Bonds, November 15, 1951 Subject Properties and Additional Provisions March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951 and Additional Provi- sions November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953 Additional Provisions and Subject Properties January 15, 1953(a)(b)............ Series L Bonds May 1, 1953 May 1, 1953(a).................... Series M Bonds March 15, 1954 and Subject Properties March 15, 1954(a)(c).............. Series N Bonds May 15, 1955 and Subject Properties May 15, 1955(a)(c)................ Series O Bonds August 15, 1957 and Subject Properties August 15, 1957(a)(c)............. Series P Bonds June 1, 1959 Additional Provisions and Subject Properties June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966 and Subject Properties December 1, 1966(a)(c)............ Series R Bonds October 1, 1968 Additional Provisions and Subject Properties October 1, 1968(a)(c)............. Series S Bonds December 1, 1969 and Subject Properties
21 19
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ---------------------------------- ------------------------ ------------------ December 1, 1969(a)(c)............ Series T Bonds July 1, 1970 and Subject Properties July 1, 1970(c)................... Series U Bonds December 15, 1970 and Subject Properties December 15, 1970(c).............. Series V and June 15, 1971 Series W Bonds June 15, 1971(c).................. Series X Bonds November 15, 1971 and Subject Properties November 15, 1971(c).............. Series Y Bonds January 15, 1973 and Subject Properties January 15, 1973(c)............... Series Z Bonds May 1, 1974 and Subject Properties May 1, 1974....................... Series AA Bonds October 1, 1974 and Subject Properties October 1, 1974................... Series BB Bonds January 15, 1975 and Subject Properties January 15, 1975.................. Series CC Bonds November 1, 1975 and Subject Properties November 1, 1975.................. Series DDP Nos. 1-9 December 15, 1975 Bonds and Subject Properties December 15, 1975................. Series EE Bonds February 1, 1976 and Subject Properties February 1, 1976.................. Series FFR Nos. 1-13 June 15, 1976 Bonds June 15, 1976..................... Series GGP Nos. 1-7 July 15, 1976 Bonds and Subject Properties July 15, 1976..................... Series HH Bonds February 15, 1977 and Subject Properties February 15, 1977................. Series MMP Bonds and March 1, 1977 Subject Properties March 1, 1977..................... Series IIP Nos. 1-7 June 15, 1977 Bonds, 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 July 1, 1977 and Subject Properties July 1, 1977...................... Series NNP Nos. 1-7 October 1, 1977 Bonds and Subject Properties October 1, 1977................... Series GGP Nos. 8-22 June 1, 1978 Bonds and Series OOP Nos. 1-17 Bonds and Subject Properties June 1, 1978...................... Series PP Bonds, October 15, 1978 Series QQP Nos. 1-9 Bonds and Subject Properties October 15, 1978.................. Series RR Bonds March 15, 1979 and Subject Properties March 15, 1979.................... Series SS Bonds July 1, 1979 and Subject Properties
22 20
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ---------------------------------- ------------------------ ------------------ July 1, 1979...................... Series IIP Nos. 8-22 September 1, 1979 Bonds, 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. November 1, 1981 13-25 Bonds and Subject Properties November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982 Bonds June 30, 1982..................... Article XIV August 15, 1982 Reconfirmation August 15, 1982................... 1981 Series AP Nos. June 1, 1983 13-14 and Subject Properties June 1, 1983...................... 1981 Series AP Nos. October 1, 1984 15-16 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 April 1, 1986 and Subject Properties
23 21
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ---------------------------------- ------------------------ ------------------ 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 February 15, 1990 1989 Series BP February 15, 1990................. 1990 Series A, 1990 November 1, 1990 Series 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 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 March 15, 1992 1989 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 September 15, 1993 Amendment 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 August 1, 1995 1994 Series DP August 1, 1995.................... 1995 Series A Bond August 1, 1999 1995 Series DP March 15, 2001.................... 2001 Series AP [ ] [Update as Necessary] ------------------------------------------ (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.
24 22 RECORDING OF All the bonds of Series A which were issued under the Original CERTIFICATES Indenture dated as of October 1, 1924, and of Series B, C, D, E, F, G, H, OF PROVISION I, J, K, L, M, N, O, P, Q, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos. FOR PAYMENT. 1-14, GGP Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-8, LLP Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU, 1980 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981 Series AP Nos. 1-16, 1985 Series A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP and MMP No. 2 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, May 1, 1985, May 15, 1985, January 31, 1987, June 1, 1978, October 15, 1978, December 15, 1975, February 15, 1977, and September 1, 1979 have matured or have been called for redemption and funds sufficient for such payment or redemption have been irrevocably deposited with the Trustee for that purpose; and Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8. PART III. THE TRUSTEE. TERMS AND The Trustee hereby accepts the trust hereby declared and provided, and CONDITIONS OF agrees to perform the same upon the terms and conditions in the Original ACCEPTANCE OF Indenture, as amended to date and as supplemented by this Supplemental TRUST BY TRUSTEE. Indenture, and in this Supplemental Indenture set forth, and upon the following terms and conditions: The Trustee shall not be responsible in any manner whatsoever for and in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. PART IV. MISCELLANEOUS. CONFIRMATION OF Except to the extent specifically provided therein, no provision of SECTION 318(C) OF this supplemental indenture or any future supplemental indenture is TRUST INDENTURE intended to modify, and the parties do hereby adopt and confirm, the ACT. provisions of Section 318(c) of the Trust Indenture Act which amend and supersede provisions of the Indenture in effect prior to November 15, 1990. EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY COUNTERPARTS. 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.

25 23 TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND FIRST CHICAGO TRUST COMPANY OF NEW YORK 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.

THE DETROIT EDISON COMPANY, (Corporate Seal) By ------------------------- Name: Title: EXECUTION. Attest: --------------------------------- Name: Title: Signed, sealed and delivered by THE DETROIT EDISON COMPANY, in the presence of --------------------------------- Name --------------------------------- Name STATE OF MICHIGAN SS.: COUNTY OF WAYNE ACKNOWLEDGMENT On this day of , before me, the subscriber, a Notary OF EXECUTION Public within and for the County of Wayne, in the State of Michigan, BY COMPANY. personally appeared , to me personally known, who, being by me duly sworn, did say that he does business at 2000 Second Avenue, Detroit, Michigan 48226 and is the 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 , acknowledged said instrument to be the free act and deed of said corporation.

----------------------------------- (Notarial Seal) Notary Public Wayne County, MI My Commission Expires 26 24 FIRST CHICAGO TRUST COMPANY OF NEW YORK, (Corporate Seal) By ---------------------- Name: Title: Attest: ------------------------------ Name: Title: Signed, sealed and delivered by FIRST CHICAGO TRUST COMPANY OF NEW YORK, in the presence of ------------------------------ Name: ------------------------------ Name: STATE OF NEW YORK SS.: COUNTY OF NEW YORK ACKNOWLEDGMENT On this day of , before me, the subscriber, a Notary OF EXECUTION Public within and for the County of Kings, in the State of New York, BY TRUSTEE. personally appeared , to me personally known, who, being by me duly sworn, did say that his business office is located at 14 Wall Street, New York, New York 10005, and he is of FIRST CHICAGO TRUST COMPANY OF NEW YORK, 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 New York No. Qualified in Kings County Commission Expires 27 25 STATE OF MICHIGAN SS.: COUNTY OF WAYNE AFFIDAVIT AS TO , being duly sworn, says: that he is the CONSIDERATION of THE DETROIT EDISON COMPANY, the Mortgagor named in the foregoing AND GOOD FAITH. 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 Sworn to before me this day of , ------------------------------------ , Notary Public Wayne County, MI My Commission Expires (Notarial Seal) This instrument was drafted by EX-4.3 6 k63078ex4-3.txt FORM OF SUPPLEMENTAL INDENTURE FOR DEBT SECURITIES 1 EXHIBIT 4.3 - -------------------------------------------------------------------------------- THE DETROIT EDISON COMPANY AND BANK ONE, NATIONAL ASSOCIATION TRUSTEE ------- SUPPLEMENTAL INDENTURE DATED AS OF , ------- SUPPLEMENTING THE COLLATERAL TRUST INDENTURE DATED AS OF JUNE 30,1993 PROVIDING FOR [TITLE OF SECURITIES] - -------------------------------------------------------------------------------- 2 SUPPLEMENTAL INDENTURE, dated as of the day of between THE DETROIT EDISON COMPANY, a corporation organized and existing under the laws of the State of Michigan (the "Company"), and BANK ONE NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, having its principal office in The City of Columbus, Ohio, as trustee (the "Trustee"); WHEREAS, the Company has heretofore executed and delivered to the Trustee a Collateral Trust Indenture dated as of June 30, 1993 (the "Original Indenture"), as supplemented providing for the issuance by the Company from time to time of its debt securities; and WHEREAS, the Company now desires to provide for the issuance of an additional series of its [secured] [unsecured,] [senior] [subordinated] debt securities pursuant to the Original Indenture; and [WHEREAS, the Company intends hereby to designate a series of debt securities which shall not have the benefit of the provisions of Article Four of the Original Indenture and the other related provisions of the Original Indenture relating to the grant of security and which shall have the terms and variations from the provisions of the Original Indenture as set forth herein; and] WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture, including Section 1001 thereof, and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Supplemental Indenture to the Original Indenture as permitted by Sections 201 and 301 of the Original Indenture in order to establish the form or terms of, and to provide for the creation and issue of, a series of its debt securities under the Original Indenture, which shall be known as the , Due and WHEREAS, all things necessary to make such debt securities, when executed by the Company and authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms and subject to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have been done; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the terms of a series of debt securities, and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows: 3 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions. Each capitalized term that is used herein and is defined in the Original Indenture shall have the meaning specified in the Original Indenture unless such term is otherwise defined herein. "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions located in the State of Michigan or in the state in which the principal corporate trust office of the Trustee is located, are authorized or obligated by or pursuant to law or executive order to close. ["Capital Stock" means any and all shares of the Company's Preferred Stock, Preference Stock or Common Stock or any other equity securities of the Company.] ["Payment Obligation", when used with respect to Senior Indebtedness, means an obligation stated in an agreement, instrument or lease to pay money (whether for principal, premium, interest, sinking fund, periodic rent, stipulated value, termination value, liquidated damages or otherwise), but excluding an obligation to pay money in respect of fees of, or as payment or reimbursement for expenses incurred by or on behalf of, or as indemnity for losses, damages, taxes or other indemnity claims of any kind owed to, any holder of Senior Indebtedness or other party to such agreement, instrument or lease.] ["Senior Indebtedness" means each of the following, whether outstanding on the date hereof or hereafter created, incurred or assumed: (a) (i) any Payment Obligation of the Company in respect of any indebtedness, directly or indirectly, created, incurred or assumed for borrowed money other than (A) the $49.9 million in aggregate principal amount of Quarterly Income Debt Securities (Junior Subordinated Deferrable Interest Debentures, Due 2025), (B) the $185 million in aggregate principal amount of Quarterly Income Debt Securities (Junior Subordinated Deferrable Interest Debentures, Due 2026), (C) the $100,122,300 in aggregate principal amount of Quarterly Income Debt Securities (Junior Subordinated Deferrable Interest Debentures, Due 2028) and (D) the $100,000,000 in aggregate principal amount of Quarterly Income Debt Securities (Junior Subordinated Deferrable Interest Debentures, Due 2038), each of which has been expressly deemed by its terms to be subordinate or (ii) in connection with the acquisition of any business, property or asset (including securities), other than any account payable or other indebtedness created, incurred or assumed in the ordinary course of business in connection with the obtaining of materials or services; (b) any Payment Obligation of the Company in respect of any lease that would, in accordance with generally accepted accounting principles, be required to be classified and accounted for as a capital lease; 2 4 (c) any Payment Obligation of the Company in respect of any interest rate exchange agreement, currency exchange agreement or similar agreement that provides for payment (whether or not contingent) over a period or term (including any renewals or extensions) longer than one year from the execution thereof; (d) any Payment Obligation of the Company in respect of any agreement relating to the acquisition (including a sale and buyback) or lease (including a sale and leaseback) of real or personal property that provides for payment (whether or not contingent) over a period or term (including any renewals or extensions) longer than one year from the execution thereof; (e) any Payment Obligation of any Subsidiary or of others of the kind described in the preceding clauses (a) through (d) assumed or guaranteed by the Company or for which the Company is otherwise responsible or liable; and (f) any amendment, renewal, extension or refunding of any Payment Obligation described in the preceding subparagraphs (a) through (e); unless in the agreement, instrument or lease in which any such Payment Obligation is stated it is expressly provided that such Payment Obligation is not senior in right of payment to the .] ["Tax Event" means that the Company shall have received an opinion of counsel (which may be counsel to the Company or an affiliate but not an employee thereof) experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective change), in the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such pronouncement or decision is announced on or after the date of original issuance of the , there is more than an insubstantial risk that interest payable by the Company on the is not, or will not be, deductible by the Company for federal income tax purposes.] SECTION 102. Section References. Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to this Supplemental Indenture. ARTICLE TWO TITLE AND TERMS OF THE SECTION 201. Title of the . This Supplemental Indenture hereby establishes a series of , which shall be known as the Company's % (referred to herein as the " "). For purposes of the Original Indenture, the shall constitute a single series of Securities. The stated maturity of the will be 3 5 SECTION 202. Variations from the Original Indenture. Notwithstanding the provisions of the Original Indenture, the shall be without benefit of any security [and shall be subordinated to Senior Indebtedness as and to the extent provided in Article Four of this Supplemental Indenture]. [The shall not have the benefit of the provisions of Article Four of the Original Indenture and shall not have the benefit of, or be subject to, the other related provisions of the Original Indenture relating to the grant of security, including (for avoidance of doubt and not for purposes of limitation) the Granting Clause, the definitions of "Deliverable Mortgage Bonds," "Deliverable Securities," "Designated Mortgage Bonds," "Grant," "Mortgage," "Mortgage Bonds," "Mortgage Trustee," "Previously Delivered Mortgage Bonds," and "Trust Estate," Section 301 (20), Sections 301 (a) (v), (ix), (x) and (xi), Sections 301 (b) (ii) and (iii), Section 301 (d), and Sections 601(4) and (8)]. SECTION 203. Amount and Denominations; DTC. The aggregate principal amount of that may be issued under this Supplemental Indenture is limited to $ . The shall be issuable only in fully registered form and, as permitted by Sections 301 and 302 of the Original Indenture, in denominations of $ and integral multiples thereof. The will initially be issued under a book-entry system, registered in the name of The Depository Trust Company, as depository ("DTC"), or its nominee, who is hereby designated as "U.S. Depository" under the Original Indenture. SECTION 204. Interest Rate and Interest Payment Dates. (a) The will bear interest at the rate of % per annum from the date of original issuance until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum during such overdue period. Interest on the will be payable [(subject to deferral as set forth herein)] in arrears on and of each year (each an "Interest Payment Date"), commencing , to the persons in whose names the are registered at the close of business on the relevant record date for such interest installment, which will be [Business] Day(s) prior to the relevant Interest Payment Date [or, in the case of a Deferral Period (as described herein), one Business Day prior to the Interest Payment Date for such Deferral Period] (each a "Record Date"); provided, however, that, in the event that any Interest Payment Date shall not be a Business Day, then interest shall be payable on the next day that is a Business Day (but without interest or other payment in respect of such delay), [except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day without reduction in amount due to such early payment (and in which case the relevant Record Date shall be on the Business Day immediately preceding such Interest Payment Date),] in each case with the same force and effect as if made on such Interest Payment Date, [subject to certain rights of deferral described in Section 204(b) hereof]. [The amount of interest payable in any period will be computed on the basis of twelve 30-day months and a 360-day year and, for any period shorter than a full [quarterly] interest period, will be computed on the basis of the actual number of days elapsed in such period.] 4 6 [(b) The provisions of Section 204(a) notwithstanding, the Company shall have the right at any time, on one or more occasions so long as an Event of Default with respect to the has not occurred and is not continuing, to extend any interest payment period on the for a period (a "Deferral Period") not to exceed 20 consecutive quarterly interest payment periods; provided that the date on which such Deferral Period ends must be an Interest Payment Date and must be no later than or any date on which any are fixed for redemption. The quarterly interest payments on the so deferred will continue to accrue with interest thereon at the rate of interest of the during such Deferral Period. On the Interest Payment Date at the end of the Deferral Period, the Company shall pay all interest then accrued and unpaid, which shall be compounded quarterly at the rate of interest on the (except to the extent prohibited by law) to the date of payment, to the persons in whose names the are registered on the Record Date for such Deferral Period. The Company shall give the Holders of the notice of its election to defer interest payments or to extend the Deferral Period ten Business Days prior to the earlier of (1) the next scheduled quarterly payment date and (2) the date the Company is required to give notice of the record date of such related interest payment to the New York Stock Exchange or other applicable self-regulatory organization or to the Holders of the , but in any event not less than two Business Days prior to such record date. During the Deferral Period the Company shall not declare or pay any dividend on or redeem, purchase, acquire or make a liquidation payment with respect to, any of its Capital Stock or make any guaranty payment with respect to the foregoing, other than redemptions of any series of Capital Stock of the Company pursuant to the terms of any sinking fund provisions with respect thereto. During any Deferral Period, the Company may not (i) make any distributions, loans or guarantees for the benefit of, (ii) purchase, defease, redeem or otherwise acquire or retire for value any securities of or (iii) make any other investment in, any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, for the purpose of, or to enable the payment of, directly or indirectly, dividends on any equity securities of DTE Energy Company and its successors or assigns. During any Deferral Period, the Company may continue to extend the interest payment period by extending the Deferral Period, on one or more occasions, by notice given as aforesaid in this paragraph (b), provided that such Deferral Period, as so extended, must end on an Interest Payment Date and in no event shall the aggregate Deferral Period, as extended, exceed 20 consecutive quarterly interest payment periods or extend beyond or any date on which are fixed for redemption. No interest shall be due and payable during a Deferral Period except at the end thereof.] SECTION 205. Optional Redemption of . Other than in accordance with Section 206 below, the shall not be redeemable prior to . Thereafter, upon notice given by mailing the same, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, any or all of the may be redeemed by the Company, at its option, at any time and from time to time, at a redemption price equal to [100% of the principal amount of the ] [other redemption price] to be redeemed plus accrued and unpaid interest thereon to the date fixed for redemption. 5 7 [SECTION 206. Tax Event Redemption of . If a Tax Event has occurred and is continuing, the Company has the right, within 90 days following the occurrence of such Tax Event, to redeem the , in whole but not in part, at a redemption price equal to the aggregate principal amount of the plus accrued and unpaid interest to the date of redemption.] SECTION 207. Form of . Attached hereto as Exhibit A is a form of the definitive . [ARTICLE THREE ADDITIONAL EVENTS OF DEFAULT AND COVENANTS SECTION 301. Inapplicability of Certain Events of Default. The Events of Default set forth in Sections 601(4) and 601(8) of the Original Indenture shall not apply to the . The omission by the Company to pay interest on the during a Deferral Period as permitted by Section 204 shall not constitute an Event of Default under Section 601 (1) of the Original Indenture.] [ARTICLE FOUR -- SUBORDINATED SECURITIES SUBORDINATION OF SECTION 401. Subordinate to Senior Indebtedness. The Company for itself, its successors and assigns, covenants and agrees, and each Holder of issued, whether upon original issue or upon transfer or assignment thereof, by its acceptance thereof likewise covenants and agrees, that the payment of principal of and interest on each and all of the is hereby expressly subordinated, to the extent and in the manner hereinafter in this Article set forth, in right of payment to the prior payment in full of all existing and future Senior Indebtedness of the Company. SECTION 402. Payments to Securityholders. (a) Upon (i) any acceleration of the principal amount due on the or (ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal, premium, if any, and interest, if any, due upon all Senior Indebtedness shall first be paid in full, or payment thereof provided for in money or money's worth in accordance with its terms, before any payment is made on account of the principal of or interest on the indebtedness evidenced by the , and upon any such dissolution or winding-up or liquidation or reorganization any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the under the terms of this Supplemental Indenture would be entitled, except for the provisions hereof, shall (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred by the provisions hereof upon the Senior Indebtedness and the holders thereof with respect to the 6 8 and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law), be paid by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the if received by them, directly to the holders of Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder) or their representatives, to the extent necessary to pay all Senior Indebtedness (including interest thereon) in full, in money or money's worth, in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the Holders of the indebtedness evidenced by the . The consolidation of the Company with, or a merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided in Section 901 of the Original Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 402(a). (b) In the event that any payment or distribution of assets of the Company of any kind or character not permitted by Section 402(a), whether in cash, property or securities, shall be received by the Trustee or the Holders of before all Senior Indebtedness is paid in full, or provision made for such payment, in accordance with its terms, upon written notice to the Trustee or, as the case may be, such Holder, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness or their representative or representatives, or to the Trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 706 of the Original Indenture. In addition, nothing in this Article shall prevent the Company from making or the Trustee from receiving or applying any payment in connection with the redemption of the if the first publication of notice of such redemption (whether by mail or otherwise in accordance with this Supplemental Indenture) has been made, and the Trustee has received such payment from the Company, prior to the occurrence of any of the contingencies specified in this Section 402. (c) No payment on account of principal of or interest on the shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest on any Senior Indebtedness has been made or duly provided for in money or money's worth in accordance with the terms of such Senior Indebtedness. No payment on account of principal or interest on the shall be made if, at the time of such payment or immediately after giving effect thereto, (i) there shall exist a default in the payment of principal, premium, if any, sinking fund or interest with respect to any Senior Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of principal, premium, if any, sinking funds or interest) with respect to any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holders thereof to accelerate the 7 9 maturity thereof and upon written notice thereof given to the Trustee, with a copy to the Company (the delivery of which shall not affect the validity of the notice to the Trustee), and such event of default shall not have been cured or waived or shall not have ceased to exist; provided, however, that if the holders of the Senior Indebtedness to which the default relates have not declared such Senior Indebtedness to be immediately due and payable within 180 days after the occurrence of such default (or have declared such Senior Indebtedness to be immediately due and payable and within such period have rescinded such declaration of acceleration), then the Company shall resume making any and all required payments in respect of the (including any missed payments). Only one payment blockage period under the immediately preceding sentence may be commenced within any consecutive 365-day period with respect to the of any series. No event of default which existed or was continuing on the date of the commencement of any 180-day payment blockage period with respect to the Senior Indebtedness initiating such payment blockage period shall be, or be made, the basis for the commencement of a second payment blockage period by a registered holder or representative of such Senior Indebtedness whether or not within a period of 365 consecutive days unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (and, in the case of any such waiver, no payment shall be made by the Company to the holders of Senior Indebtedness in connection with such waiver other than amounts due pursuant to the terms of the Senior Indebtedness as in effect at the time of such default). SECTION 403. Subrogation to Rights of Holders of Senior Indebtedness. From and after the payment in full of all Senior Indebtedness, the Holders of the (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right of payment to the and which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company applicable to the Senior Indebtedness until the shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of Senior Indebtedness of assets or securities, which otherwise would have been payable or distributable to Holders of the , shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the , be deemed to be a payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the , on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained herein is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the , the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the the principal of and interest on the as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of from exercising all remedies otherwise permitted by applicable law upon default hereunder with respect to the subject to the rights of the holders of Senior Indebtedness, under Section 8 10 402, to receive cash, property or securities of the Company otherwise payable or deliverable to the Trustee or the Holders of the or to a representative of such Holders, on their behalf. Upon any distribution or payment in connection with any proceedings or sale referred to in Section 402(a), the Trustee and each Holder of the then Outstanding, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution or payment to the Trustee or such Holder for the purpose of ascertaining the holders of Senior Indebtedness entitled to participate in such payment or distribution, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. SECTION 404. No Impairment of Subordination. Nothing contained in this Article or elsewhere in this Supplemental Indenture or the shall prevent at any time the Company from making payments at any time of principal of or interest on the , except under the conditions described in Section 402 or during the pendency of any proceedings or sale therein referred to. SECTION 405. Trustee to Effectuate Subordination. Each Holder of by his acceptance thereof, whether upon original issue or upon transfer or assignment, authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provisions in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes. No rights of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Trustee or any Holder of the then Outstanding, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any such holder, with the terms, provisions and covenants of this Supplemental Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holders of the , without incurring responsibility to the Holders of the and without impairing or releasing the subordination provided in this Article or the obligations of the Holders of the to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company and any other Person. SECTION 406. Notice to Trustee. The Company shall give prompt written notice to the Trustee in the form of an Officers' Certificate of any fact known to the Company which would 9 11 prohibit the making of any payment of money to or by the Trustee in respect of the pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provisions of this Supplemental Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the pursuant to the provisions of this Article, unless and until the Trustee shall have received at its Corporate Trust Office written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor at least two Business Days prior to such payment date; and, prior to the receipt of any such written notice, the Trustee, shall be entitled in all respects to assume that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or a trustee on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under the Article, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. SECTION 407. Reliance on Certificate of Liquidating Agent. Upon any payment or distribution referred to in this Article, the Trustee and the Holders of the shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which a dissolution, winding up or total or partial liquidation or reorganization of the Company is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the , for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. SECTION 408. Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of the of any series or to the Company or to any other Person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. SECTION 409. Rights of Trustee as Holder of Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder 10 12 of Senior Indebtedness, and nothing in this Supplemental Indenture shall deprive the Trustee of any of its rights as such holder. SECTION 410. Article Applicable to Paying Agent. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that this Section shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.] [ARTICLE FOUR -- SECURED SECURITIES SECURITY Section 401. Security. As provided in and pursuant to Article Four of the Original Indenture, the will be secured as to payments of principal, interest and premium, if any, by a series of general and refunding mortgage bonds (the "General and Refunding Mortgage Bonds, Series " or the "Bonds") of the Company to be issued from time to time under and secured by a Mortgage and Deed of Trust, dated as of October 1, 1924, between the Company and First Chicago Trust Company of New York, as successor trustee, as amended and supplemented by various supplemental indentures, including the supplemental indenture, dated as of , creating the General and Refunding Mortgage Bonds, Series (collectively, the "Mortgage"), pledged by the Company for the benefit of the holders of the to the Trustee under this Indenture.] ARTICLE FIVE MISCELLANEOUS PROVISIONS The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. Except as expressly amended hereby, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof and the Original Indenture is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 11 13 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. THE DETROIT EDISON COMPANY By:_________________________ Name: Title: ATTEST: By:_____________________________ 12 14 [Corporate Seal] STATE OF MICHIGAN ) ) : COUNTY OF WAYNE ) On the , day of , before me personally came , to me known, who, being by me duly sworn, did depose and say that he is of THE DETROIT EDISON COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and he signed his name thereto by like authority. ___________________________ Notary Public My Commission Expires [Notarial Seal] BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By:________________________________ Name: Title: ATTEST: By:________________________ 13 15 [Corporate Seal] STATE OF ) ) : COUNTY OF ) On the day of , before me personally came , to me known, who, being by me duly sworn, did depose and say that he is of BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and she signed her name thereto by like authority. ______________________________ [Notarial Seal] 14 16 EXHIBIT A THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO. R-1 $ THE DETROIT EDISON COMPANY [TITLE OF SECURITIES] ISSUE PRICE ISSUE DATE CUSIP NO. ----------- ---------- --------- $ , or any integral multiple thereof. , THE DETROIT EDISON COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (herein referred to as the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $ on and to pay interest at the rate of % per annum on said principal sum from the date of issuance until the principal of this Security ("Note") becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum during such overdue period. Interest on this Note will be payable [(subject to deferral as set A-1 17 forth herein)] in arrears on and of each year (each such date, an "Interest Payment Date"), commencing. [The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year and, for any period shorter than a full interest period, will be computed on the basis of the actual number of days elapsed in such period.] In the event that any date on which interest is payable on this Note is not a Business Day, then payment of the amount payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay)[, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day without reduction in the amount due to such early payment (and in which case the relevant Record Date shall be on the Business Day immediately preceding such Interest Payment Date)], in each case with the same force and effect as if made on such date[, subject to certain rights of deferral described below]. A "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions located in the State of Michigan or in the state in which the principal corporate trust office of the Trustee is located are authorized or obligated by or pursuant to law or executive order to close. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date (other than interest payable on redemption or maturity) will, as provided in the Indenture (as defined herein), be paid to the person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the relevant record date for such interest installment, which shall be [Business] Day(s) prior to the relevant Interest Payment Date [or, in the case of a Deferral Period (as defined in the Indenture), one Business Day prior to Interest Payment Date for such Deferral Period] (each a "Record Date"). Interest payable on redemption or maturity shall be payable to the person to whom the principal is paid. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered holders on such Record Date, and may be paid to the person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of and the interest on this Note shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at the close of business on the Record Date at such address as shall appear in the Security Register. [Payment of the principal of and interest on this Note is, to the extent provided in the Indenture, subordinated and subject in right of payment to the prior payment in full of all existing and future Senior Indebtedness, as defined in the Indenture, of the Company and this A-2 18 Note is issued subject to the provisions of the Indenture with respect thereto. Each registered holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee as his or her attorney-in-fact for any and all such purposes. Each registered holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.] [This Note is secured as to payment of principal, interest and premium, if any, by a general and refunding mortgage bond of the Company issued under and secured by a Mortgage and Deed of Trust, dated as of October 1, 1924, between the Company and First Chicago Trust Company of New York, as successor trustee, as amended and supplemented by various supplemental indentures, pledged by the Company for the benefit of the holders of the Notes to the Trustee under the Indenture.] This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee or a duly appointed Authentication Agent referred to herein, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. This Note is one of a duly authorized series of Notes of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture, all issued or to be issued in one or more series under and pursuant to a Collateral Trust Indenture dated as of June 30, 1993 (the "Original Indenture") duly executed and delivered between the Company and , a , as Trustee (herein referred to as the "Trustee"), as supplemented (through and including a Supplemental Indenture dated as of (together with the Original Indenture, the "Indenture") between the Company and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the registered holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. By the terms of the Indenture, the Notes are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This series of Notes is limited in aggregate principal amount as specified in said Supplemental Indenture. [Notwithstanding the provisions of the Original Indenture, this Note shall be without benefit of any security [and shall be subordinated to Senior Indebtedness (as defined in the Indenture) as and to the extent provided in Article Four of said Supplemental Indenture.] This Note shall not have the benefit of the provisions of Article Four of the Original Indenture and shall not have the benefit of, or be subject to, the other related provisions of the Original Indenture relating to the grant of security, including (for avoidance of doubt and not for purposes of limitation) the Granting Clause, the definitions of "Deliverable Mortgage Bonds," A-3 19 "Deliverable Securities," "Designated Mortgage Bonds," "Grant," "Mortgage," "Mortgage Bonds," "Mortgage Trustee," "Previously Delivered Mortgage Bonds," and "Trust Estate," Section 301(20), Sections 301 (a) (v), (ix), (x) and (xi), Sections 301 (b) (ii) and (iii), and Section 301 (d). [In addition, the Events of Default set forth in Sections 601(4) and 601 (8) of the Original Indenture shall not apply to this Note. The omission by the Company to pay interest on this Note during a Deferral Period as permitted by Section 204 of said Seventh Supplemental Indenture shall not constitute an Event of Default under Section 601(l) of the Original Indenture.]] The Company shall have the right to redeem this Note at the option of the Company, without premium or penalty, in whole or in part, at any time on or after and prior to maturity at a redemption price equal to of the principal amount redeemed plus the accrued and unpaid interest thereon to the date fixed for redemption. Any redemption pursuant to this paragraph will be made upon not less than 30 nor more than 60 days notice. If the Notes are only partially redeemed by the Company, the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided that if, at the time of redemption, the Notes are registered as a Global Note, the Depositary shall determine by lot the principal amount of such Notes held by each Note holder to be redeemed. [If a Tax Event (as hereinafter defined) has occurred and is continuing, the Company shall have the right, within 90 days following the occurrence of such Tax Event, to redeem the , in whole but not in part, at a redemption price equal to the aggregate principal amount of the plus accrued and unpaid interest to the date of redemption. "Tax Event" means that the Company shall have received an opinion of counsel (which may be counsel to the Company or an affiliate but not an employee thereof) experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such pronouncement or decision is announced on or after the date of original issuance of the , there is more than an insubstantial risk that interest payable by the Company on the is not, or will not be, deductible by the Company for federal income tax purposes.] In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the registered holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth therein. A-4 20 The Indenture contains provisions permitting the Company and the Trustee, with the consent of the registered holders of not less than a majority in aggregate principal amount of the outstanding Notes of each series affected at the time, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the registered holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, or reduce the principal amount thereof, or reduce the rate of or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the registered holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the registered holders of which are required to consent to any such supplemental indenture, without the consent of the registered holders of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting (i) the registered holders of at least 66 2/3% in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the registered holders of the Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) the registered holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the registered holders of the Notes of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the registered bolder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such registered holder and upon all future registered holders and owners of this Note and of any Note issued in exchange hereof or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time and place and at the rate and in the coin or currency herein prescribed. [The Company shall have the right at any time, on one or more occasions, so long as an Event of Default has not occurred and is not continuing under the Indenture with respect to the Notes, to extend any interest payment period on this Note to a period not to exceed 20 consecutive quarterly interest payment periods and, as a consequence, the quarterly interest payment on the Notes would be deferred (but would continue to accrue with interest thereon compounded quarterly at the rate of interest on the Notes, except as provided by law) during any such Deferral Period (as defined in the Indenture). At the end of each Deferral Period, the Company shall pay all interest then accrued and unpaid (compounded quarterly, at the rate of interest on the Notes, except to the extent provided by law) to the persons in whose name the are registered on the Record Date for such Deferral Period. In the event the Company exercises this right, the Company shall not declare or pay any dividends on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its Capital Stock (as defined in the Indenture) or make any guarantee payments with respect to the foregoing during such Deferral Period, other than redemptions of any series of Capital Stock of the Company pursuant to the A-5 21 terms of any sinking fund provisions with respect thereto. In addition, during any Deferral Period, the Company may not (i) make any distributions, loans or guarantees for the benefit of, (ii) purchase, defease, redeem or otherwise acquire or retire for value any securities of or (iii) make any other investment in any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, for the purpose of, or to enable the payment of, directly or indirectly, dividends on any equity security of DTE Energy Company and its successors or assigns. During any Deferral Period, the Company may continue to extend the interest payment period by extending the Deferral Period, provided that the aggregate Deferral Period, as extended, must end on an Interest Payment Date and in no event shall the aggregate Deferral Period exceed 20 consecutive quarterly interest payment periods or extend beyond the maturity of the Notes or any date on which any of the Notes are fixed for redemption. No interest shall be due and payable on the Notes during a Deferral Period except at the end thereof. The Company shall give the registered holders of Notes notice of its election to defer interest payments or to extend the Deferral Period ten Business Days prior to the earlier of (i) the next scheduled quarterly payment date or (ii) the date the Company is required to give notice of the record date of such related interest payment to the New York Stock Exchange or other applicable self-regulatory organization or to the holders of the Notes, but in any event not less than two Business Days prior to such record date.] As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent duly executed by the registered holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice to the contrary. The Notes of this series are issuable only in fully registered form without coupons in denominations of $ and any integral multiple thereof. This Global Note is exchangeable for Notes in definitive form only under certain limited circumstances set forth in the Indenture. Notes of this series so issued are issuable only in registered form without coupons in A-6 22 denominations of $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the registered holder surrendering the same. As set forth in, and subject to the provisions of, the Indenture, no registered owner of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless (i) such registered owner shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, (ii) the registered owners of not less than 25% in principal amount of the outstanding Notes of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, (iii) the Trustee shall have failed to institute such proceeding within 60 days and (iv) the Trustee shall not have received from the registered owners of a majority in principal amount of the outstanding Notes of this series a direction inconsistent with such request within such 60-day period; provided, however, that such limitations do not apply to a suit instituted by the registered owner hereof for the enforcement of payment of the principal of or any interest on this Note on or after the respective due dates expressed herein, subject to deferral as set forth herein. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. A-7 23 IN WITNESS WHEREOF, the Company has caused this Instrument to be executed. THE DETROIT EDISON COMPANY By_____________________________ Attest: By_______________________________________ [Corporate Seal] CERTIFICATE OF AUTHENTICATION This is one of the Notes of the series of Notes described in the within mentioned Indenture. BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION as Trustee By_____________________________ Authorized Signatory Date: A-8 24 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto - -------------------------------------------------------------------------------- (Please insert Social Security or Other Identifying Number of Assignee) - -------------------------------------------------------------------------------- (Please print or type name and address, including zip code of assignee) the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorneys to transfer the within Note on the books of the Issuer, with full power of substitution in the premises. Dated: ------------------------ NOTICE: The signature of this assignment must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatever and NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agents Medallion Program ("STAMP"), the Stock Exchange, Inc. Medallion Signature Program ("MSP"). When assignment is made by a guardian, trustee, executor or administrator, an officer of a corporation, or anyone in a representative capacity, proof of his or her authority to act must accompany this Note. A-9 EX-5.1(A) 7 k63078ex5-1a.txt OPINION AND CONSENT OF THOMAS A. HUGHES, ESQ., 1 EXHIBIT 5.1(a) [THE DETROIT EDISON COMPANY LETTERHEAD] June 18, 2001 The Detroit Edison Company 2000 2nd Avenue Detroit, Michigan 48226 Ladies and Gentlemen: With respect to the Registration Statement on Form S-3 (the "Registration Statement") filed by The Detroit Edison Company, a Michigan corporation (the "Company"), with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, $750,000,000 aggregate initial public offering price of the Company's Debt Securities (as described in the Prospectus forming a part of the Registration Statement), I, as Vice President and General Counsel of the Company, in conjunction with the members of the Legal Department of the Company, have examined such certificates, instruments and documents and reviewed such questions of law as I have considered necessary or appropriate for the purposes of this opinion. The Debt Securities will be issued under an (i) Indenture, dated as of June 30, 1993, as amended, supplemented or modified from time to time, between the Company and Bank One Trust Company, National Association, as successor trustee (the "Indenture"), or (ii) a Mortgage and Deed of Trust dated October 1, 1924, as amended, between the Company and First Chicago Trust Company of New York, as successor trustee (the "Mortgage"). Based upon the foregoing examination and review, it is my opinion that: 1. The Company is duly incorporated and validly existing as a corporation under the laws of the State of Michigan: 2. The Debt Securities have been duly authorized by all requisite action (corporate or otherwise) by the Company, and when (a) the Registration Statement has become effective under the Securities Act of 1933, as amended, (b) the applicable supplemental indentures supplementing the Indenture or, as the case may be, the Mortgage shall have been duly executed and delivered and (c) the individual series of Debt Securities shall have been duly executed, authenticated, issued and delivered against payment therefor, the Debt Securities will thereupon be validly issued and binding obligations of the Company. I am qualified to practice law in the State of Michigan, and in rendering this opinion, my examination of matters of law has been limited to, and I express no opinion as to the laws of any jurisdictions other than, the laws of the State of Michigan and the Federal laws of the United States. Sidley Austin Brown & Wood LLP may rely on this opinion as to matters of Michigan law in rendering their opinion of even date herewith. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Legal Matters" in the Prospectus, forming a part of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ Thomas A. Hughes ----------------------------- Thomas A. Hughes Vice President and General Counsel EX-5.1(B) 8 k63078ex5-1b.txt OPINION AND CONSENT OF SIDLEY AUSTIN BROWN & 1 EXHIBIT 5.1(b) [SIDLEY AUSTIN BROWN & WOOD LLP LETTERHEAD] June 18, 2001 The Detroit Edison Company 2000 2nd Avenue Detroit, Michigan 48226 Ladies and Gentlemen: We have acted as special counsel as to the laws of the State of New York in connection with the filing by The Detroit Edison Company, a Michigan corporation (the "Company"), of a Registration Statement on Form S-3 (the "Registration Statement") relating to $750,000,000 aggregate initial public offering price of its debt securities. Certain of the debt securities (the "Debt Securities") are to be issued under an Indenture, dated as of June 30, 1993, as amended, supplemented or modified from time to time, between the Company and Bank One Trust Company, National Association, as successor trustee (the "Indenture"). We have examined such documents and records and made such investigation as we deemed appropriate or necessary, including examining the Registration Statement and the Indenture. Based upon the foregoing, subject to the limitations set forth herein and having regard for such legal considerations as we deem relevant, we are of the opinion that when the Debt Securities have been duly executed and authenticated in accordance with the terms of the Indenture and, if applicable, a supplemental indenture thereto, and issued and sold as contemplated in the Registration Statement, the Debt Securities will constitute legal, valid and binding obligations of the Company subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws of general application relating to or affecting the enforcement of creditors' rights, and (ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, whether considered in a proceeding in equity or at law. This opinion is confined to and is given on the basis of the laws of the State of New York as they exist on the date hereof. In giving this opinion, we have, with your permission, relied as to matters of Michigan law upon the opinion of Thomas A. Hughes, Vice President and General Counsel of the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ SIDLEY AUSTIN BROWN & WOOD LLP EX-12.1 9 k63078ex12-1.txt COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 1 EXHIBIT 12.1 THE DETROIT EDISON COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Three Months Year Ended December 31 Ended ---------------------------------------------------------------- 3/31/01 2000 1999 1998 1997 1996 ------- ---- ---- ---- ---- ---- (Millions, except for ratio) Net income $ 113 $ 411 $ 434 $ 418 $ 417 $ 328 -------- -------- -------- -------- -------- -------- Taxes based on income: Income taxes 54 172 211 260 288 225 Municipal and state 1 3 3 3 4 3 -------- -------- -------- -------- -------- -------- Total taxes based on income 55 175 214 263 292 228 -------- -------- -------- -------- -------- -------- Fixed charges: Interest on long-term debt 66 245 252 254 262 275 Amortization of debt discount, premium and expense 2 10 17 11 11 12 Other interest 3 22 19 13 9 4 Interest factor of rents 9 34 34 34 34 34 -------- -------- -------- -------- -------- -------- Total fixed charges 80 311 322 312 316 325 ======== ======== ======== ======== ======== ======== Earnings before taxes based on income and fixed charges $ 248 $ 897 $ 970 $ 993 $ 1,025 $ 881 ======== ======== ======== ======== ======== ======== Ratio of earnings to fixed charges 3.10 2.88 3.01 3.18 3.24 2.71
EX-15.1 10 k63078ex15-1.txt AWARENESS LETTER OF DELOITTE & TOUCHE LLP 1 EXHIBIT 15.1 June 18, 2001 The Detroit Edison Company 2000 Second Ave. Detroit, Michigan 48226 We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of The Detroit Edison Company and subsidiaries for the periods ended March 31, 2001 and 2000, as indicated in our report dated May 9, 2001;because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, is being used in this Registration Statement. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche LLP Detroit, Michigan EX-23.1 11 k63078ex23-1.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Detroit Edison Company on Form S-3 of our report dated January 24, 2001 appearing in the Annual Report on Form 10-K of The Detroit Edison Company for the year ended December 31, 2000 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Detroit, Michigan June 18, 2001 EX-25.1 12 k63078ex25-1.txt STATEMENT OF ELIGIBILITY OF TRUSTEE (MORTGAGE) 1 EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) ___ ---------- FIRST CHICAGO TRUST COMPANY OF NEW YORK (Exact name of trustee as specified in its charter) A New York Trust Company 13-3340857 (I.R.S. employer identification number) 14 Wall Street, New York, New York 10005 (Address of principal executive offices) (Zip Code) First Chicago Trust Company of New York 14 Wall Street New York, New York 10005 Attn: Steven M. Wagner, Vice President (312) 407-1819 (Name, address and telephone number of agent for service) ---------- THE DETROIT EDISON COMPANY (Exact name of obligor as specified in its charter) Michigan 38-0478650 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2000 2nd Avenue Detroit, Michigan 48226-1279 (Address of Principal (Zip Code) executive offices) GENERAL AND REFUNDING MORTGAGE BONDS (Title of Indenture Securities) 2 ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. State of New York Banking Department, New York, New York; The Board of Governors of the Federal Reserve System, Washington, D. C. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. The trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. No such affiliation exists with the trustee. ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY. 1. A copy of the restated organization certificate of the trustee now in effect. 2. A copy of the certificate of authority of the trustee to commence business. 3. A copy of the authorization of the trustee to exercise corporate trust powers. 4. A copy of the existing by-laws of the trustee. 5. Not Applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. 8. Not Applicable 9. Not Applicable 3 Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, First Chicago Trust Company of New York, a trust company, organized and existing under the laws of the State of New York, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois, on the 13th day of June, 2001. FIRST CHICAGO TRUST COMPANY OF NEW YORK By: /s/ Steven M. Wagner Steven M. Wagner Vice President 4 EXHIBIT 1 A COPY OF THE RESTATED ORGANIZATION CERTIFICATE OF THE TRUSTEE State of New York, Banking Department I, DONALD J. KAVANAGH, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed certificate entitled "RESTATED ORGANIZATION CERTIFICATE OF FIRST CHICAGO TRUST COMPANY OF NEW YORK UNDER SECTION 8007 OF THE BANKING LAW," dated May 31, 1989. WITNESS, my hand and official seal of the Banking Department at the City of New York, this 30th day of April in the Year of our Lord one thousand nine hundred and ninety. /s/ Donald J. Kavanaugh Deputy Superintendent of Banks 5 RESTATED ORGANIZATION CERTIFICATE OF FIRST CHICAGO TRUST COMPANY OF NEW YORK UNDER SECTION 8007 OF THE BANKING LAW WE, the undersigned, being DONALD R. HOLLIS, Executive Vice President of FIRST CHICAGO CORPORATION, and LORNE H. PRICE, President of FIRST CHICAGO TRUST COMPANY OF NEW YORK (formerly known as MORGAN SHAREHOLDER SERVICES TRUST COMPANY), a New York limited-purpose trust company, do hereby certify: 1. The name of the corporation is First Chicago Trust Company of New York. The name under which the corporation was formed is Morgan Shareholder Services Trust Company. 2. The Organization Certificate of the corporation was filed by the Superintendent of Banks of the State of New York on December 12, 1985. 3. Article First of the Organization Certificate provides: "That the name by which the corporation is to be known is MORGAN SHAREHOLDER SERVICES TRUST COMPANY." 4. Article First of the Organization Certificate is hereby amended to read as follows: "That the name by which the corporation is to be known is FIRST CHICAGO TRUST COMPANY OF NEW YORK." 5. The foregoing amendment was authorized by votes of each of the Board of Directors of First Chicago Trust Company of New York and the Board of Directors of Morgan Shareholder Services Trust Company held on May 31, 1989, approving the Plan of Merger between First Chicago Trust Company of New York and Morgan Shareholder Services Trust Company, which Plan of Merger contained the foregoing amendment. 6. The sole shareholder of the corporation consented to the foregoing amendment by written consent dated May 31, 1989 pursuant to Section 6015 of the New York Banking Law. 7. The text of the Organization Certificate, as amended heretofore, is hereby restated as amended to read as herein set forth in full: ORGANIZATION CERTIFICATE OF "FIRST CHICAGO TRUST COMPANY OF NEW YORK" We, the undersigned all being of full age, each of us being citizens of the United States and having associated ourselves together for the purpose of forming a Trust Company under and pursuant to the Banking Law of the State of New York, do hereby certify: 6 FIRST. That the name by which the corporation is to be known is FIRST CHICAGO TRUST COMPANY OF NEW YORK. SECOND. That the place where its principal office is to be located is 30 West Broadway, New York, New York 10015. THIRD. That the amount of its capital stock is to be One Million Dollars ($1,000,000) and the number of shares into which such capital stock is to be divided is 10,000 with a par value of $100 each. FOURTH. The shares are not to be classified as preferred and common. If the shares are to be so classified, (a) The number and par value of shares to be included in each class are as follows: ------------------------------------------------- (b) All the designations, preferences, privileges and voting powers of the shares of each class, and the restrictions or qualifications thereof are as follows: -------------------------------- (c) The number of shares of common stock which are to be reserved for issuance exchange for preferred shares or otherwise to replace any capital stock represented by preferred shares is none. FIFTH. The name, place of residence and citizenship of each incorporator, and the number of shares subscribed for by each are:
No. of Full Name Residence *Citizenship Shares --------- --------- ------------ ------ John M. Stadter 39 East 72nd Street, #2F New York -- New York, NY 10021 Thomas W. Stanley 104 Fisher Road New Jersey -- Mahwah, NJ 07430 James C.P. Berry 10 West 65th Street New York -- New York, NY 10023
- ---------- *IF A CITIZEN OF NEW YORK OR A CONTIGUOUS STATE, INSERT NAME OF SUCH STATE. 7 James T. Flynn 169 West End Avenue New Jersey -- Ridgewood, NJ 07450 Peter B. Smith 136 East 79th Street New York -- New York, NY 10021 Ralph M. Mastrangelo 813 Tequesta Drive New Jersey -- Franklin Lakes, NJ 07417 John T. Lane 94 Sixth Street New York -- Garden City, NY 11530

SIXTH. The term of existence of the corporation is to be perpetual. SEVENTH. The number of directors is to be not less than five nor more than fifteen. EIGHTH. The names of the incorporators who shall be the directors until the first annual meeting of stockholders are: John M. Stadter Thomas W. Stanley James C.P. Berry James T. Flynn Peter B. Smith Ralph M. Mastrangelo John T. Lane NINTH. The Corporation is to exercise the powers conferred by Section 100 of the Banking Law. The Corporation shall neither accept deposits nor make loans except for deposits and loans arising directly from the exercise of the fiduciary powers specified in Section 100 of the Banking Law. IN WITNESS WHEREOF, we have made, signed and acknowledged this certificate in duplicate this 31st day of May, 1989. /s/ -------------------------------- Donald R. Hollis Title: Executive Vice President First Chicago Corporation /s/ -------------------------------- Lorne H. Price Title: President First Chicago Trust Company of New York 8 EXHIBIT 2 A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS STATE OF NEW YORK, BANKING DEPARTMENT I, GEORGE BENCZAK, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY: THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is a corporation duly organized and existing under the laws of the State of New York and has its principal office and place of business at 14 Wall Street, New York, New York. THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is validly existing as a banking organization under the Banking Law of the State of New York. The authorization certificate of such corporation has not been revoked or suspended and such corporation is a subsisting trust company under the supervision of this Department. The powers of such corporation are subject to certain restrictions in its organization certificate. WITNESS, my hand and official seal of the Banking Department at the City of New York, this 27th day of June in the Year of our Lord one thousand nine hundred and ninety-four. George Benczak ------------------------------- Deputy Superintendent of Banks. 9 EXHIBIT 3 A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS STATE OF NEW YORK, BANKING DEPARTMENT I, GEORGE BENCZAK, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY: THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is a corporation duly organized and existing under the laws of the State of New York and has its principal office and place of business at 14 Wall Street, New York, New York. THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is validly existing as a banking organization under the Banking Law of the State of New York. The authorization certificate of such corporation has not been revoked or suspended and such corporation is a subsisting trust company under the supervision of this Department. The powers of such corporation are subject to certain restrictions in its organization certificate. WITNESS, my hand and official seal of the Banking Department at the City of New York, this 27th day of June in the Year of our Lord one thousand nine hundred and ninety-four. George Benczak ----------------------------------- Deputy Superintendent of Banks. 10 EXHIBIT 4 A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE BY-LAWS OF FIRST CHICAGO TRUST COMPANY OF NEW YORK ---------- As amended to July 25, 1989 BY-LAWS of First Chicago Trust Company of New York ARTICLE I Stockholders SECTION 1.1. Annual Meeting. The annual meeting of the stockholders of the Company shall be held in the Borough of Manhattan, City of New York, on the third Tuesday of March of each year at 1l o'clock A.M., New York City time, for the election of Directors and such other business as may properly come before the meeting. Written notice of the time, place and purpose or purposes of such meeting shall be given not less than 10 nor more than 40 days before said meeting signed by the President or a Vice President or the Secretary or an Assistant Secretary, to each stockholder of record entitled to vote at such meeting at his address as it appears on the stock book 11 of the Company, unless he shall have filed with the Secretary a written request that notices intended for him or her be mailed to some other address, in which case it shall be mailed to the address designated in such request. Notice shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy, or who shall waive such notice in writing. SECTION 1.2. Special Meetings. Special meetings of the stockholders may be called by the Chairman of the Board, the President of the Board or the Board of Directors and shall be held at the principal offices of the Company on such date and at such time as the Chairman, the President or the Board of Directors shall fix. Notice of any special meeting, stating the time, place and purpose or purposes thereof, shall be given in the manner provided in Section 1.1 for the calling of annual meetings of stockholders. SECTION 1.3. Quorum. At all meetings of stockholders, unless otherwise provided by law, stockholders of a majority of the capital stock of the Company, present either in person or by proxy, shall constitute a quorum, but less than a quorum shall have power to adjourn any meeting to another place, date or time. Except as otherwise provided by law, a majority of the quorum at a meeting, voting either in person or by proxy, shall decide any question brought before such meeting. SECTION 1.4. Organization. The Chairman of the Board, or in his absence, the President, shall preside at all meetings of stockholders, and the order in which the business thereof shall be disposed of, in the absence of a contrary vote by stockholders owning a majority of the capital stock of the Company present and voting at the meeting, whether in person or by proxy, shall be determined by the presiding officer. In the absence of the Secretary of the Company, the secretary of the meeting shall be such person as the presiding officer shall appoint. 12 SECTION 1.5. Conduct of Business. The presiding officer of any meeting of stockholders shall determine the order of business and the procedure of the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order. SECTION 1.6. Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder, a stock vote by ballot shall be taken. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the presiding officer of the meeting. All meetings and other matters shall be determined by a majority of votes cast. ARTICLE II Board of Directors SECTION 2.1. Number. The affairs of the Company shall be managed and its corporate powers exercised by a Board of Directors which shall consist of not less than 7 nor more than 15 members. The Board shall from time to time by vote of a majority of Directors then in office fix the number of Directors within the maximum and minimum limits. The initial members of the Board of Directors of the Company, including the Chairman of the Board, shall be elected by the majority vote of the incorporators of the Company, who shall consider the matter at the organizational meeting of the incorporators. Such Directors shall hold office until the first annual meeting of the stockholders and until their successors have been duly elected and qualified. SECTION 2.2. Term of Office. At each annual meeting of stockholders each of the Directors shall be elected to serve until the next annual meeting of stockholders and until his successor shall have been elected and shall have qualified. If the office of any Director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the Directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his successor is elected and qualified. SECTION 2.3. Regular Meetings. The Board of Directors shall hold regular meetings for business, of which meetings no notice shall be required, on the fourth Tuesday of each month, other than the month of August when the Executive Committee shall meet on the 4th Tuesday, at such time and place as may be fixed by the Board of Directors. SECTION 2.4. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, and any of them shall call a special meeting whenever requested to do so by any two members of the Board of Directors. Notice of such meeting shall be mailed to each Director addressed to him at his usual residence or place of business at least two days before the day on which such meeting is to be held, or shall be sent to him at such address by telegram, radio or cable or given personally or by telephone not later than the day before such meeting is held. 13 SECTION 2.5. Participation in Meetings by Conference Telephone. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or a committee thereof by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to here each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting. SECTION 2.6. Quorum. Except as otherwise required by law, one-third of the number of Directors, as fixed from time to time, shall constitute a quorum. SECTION 2.7. Compensation. Directors and members of the Executive Committee and the members of any other committee shall be entitled to received such compensation or such fees for attendance as the Board of Directors shall fix from time. Nothing herein contained shall be construed to preclude any Director from serving in any other capacity and receiving compensation therefor. SECTION 2.8. Indemnification. The Company shall, to the extent specified herein, indemnify each person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that he, or his testator or interstate, is or was a director, officer or employee of the Company or served any other corporation of any kind, domestic or foreign, in any capacity at the request of the Company. Officers and directors of the Company shall be so indemnified to the full extent permitted by law and persons other than officers and directors of the Company shall be so indemnified to the same extent as officers and directors of the Company. SECTION 2.9. Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the Directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors. SECTION 2.10. Fiscal Year. The fiscal year of the Company shall be as fixed by the Board of Directors. ARTICLE III Committees SECTION 3.1. Committees. The Board of Directors shall, at its first meeting held after the adoption of these By-Laws and at its regular meeting in April of each year, appoint an Executive Committee of such number of Directors, including the Chairman of the Board, the Vice Chairman, or if there be more than one, the Vice Chairmen of the Board, the Chairman of the Executive Committee and the President, as the Board of Directors may determine, which, unless otherwise 14 instructed, may exercise the powers of the Board of Directors in the intervals between the meetings of the Board of Directors. The minutes of each meeting of the Executive Committee shall be submitted to the first regular meeting of the Board of Directors following the meeting of the Executive Committee. The Executive Committee may adopt its own rules of procedure and shall hold meetings upon request of any member thereof. No notice of any meetings of the Executive Committee shall be required. Three members of the Executive Committee shall constitute a quorum. SECTION 3.2. Conduct of Business. The Board of Directors may appoint, from among its membership or otherwise, such other committees with such powers as it shall determine. Such committees shall determine their own quorum and adopt their own rules of procedure. SECTION 3.3. Vacancies. The Board of Directors may fill any vacancy in any Committee, and may designate from time to time a person to act as a member of any committee at any meeting or meetings thereof in the place of any member absent therefrom. ARTICLE IV Officers and Employees SECTION 4.1. Generally. The Board of Directors shall, at its first meeting held after adoption of these By-Laws and at the first meeting after each annual meeting of stockholders, elect from their number a Chairman of the Board, a Chairman of the Executive Committee and a President, each of whom shall hold office until the next annual election of officers and until his successor is elected and shall have qualified. Any vacancy occurring in the office of the Chairman of the Board, Vice Chairman of the Board, Chairman of the Executive Committee or President may be filled at any regular or special meeting of the Board of Directors. The Board of Directors may also elect or appoint one or more Vice Chairmen of the Board, one or more Vice Presidents (any one or more of whom may be designated Executive Vice Presidents or Senior Vice Presidents), a Treasurer, a Secretary, a Comptroller, and an Auditor. In addition, either the Board of Directors or any two of the Chairman of the Board, a Vice Chairman of the Board, the Chairman of the Executive Committee, the President, and an Executive Vice President, may elect or appoint one or more Assistant Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, one or more Assistant Comptrollers, one or more Assistant Auditors, one or more Assistant Trust Officers, and such other officers as they may deem fit. All officers elected or appointed pursuant to this paragraph shall hold office at the pleasure of the Board of Directors. The compensation of officers required by this Section 4.1 to be elected or appointed by the Board of Directors shall be fixed by the Board of Directors, provided that salaries of Vice Presidents may be fixed by any two of the officers mentioned in the following sentence. The compensation of other officers shall be fixed either by the Board of Directors or by any two of the Chairman of the Board, a Vice Chairman of the Board, the Chairman of the Executive Committee, the President, an Executive Vice President, and the officer in charge of personnel. 15 SECTION 4.2. Other Appointments. All other agents and employees of the Company shall be appointed, their duties prescribed and their compensation fixed, by the Chairman of the Board or the President, or any officer authorized to do so by either of them. SECTION 4.3. Bonds. Any or all of the officers of employees of the Company may be required to give such bonds as the Board of Directors may determine. 16 SECTION 4.4. Chairman. The Chairman of the Board shall have general supervision of the policies and operations of the Company on behalf of the Board of Directors. He shall preside at meetings of the stockholders and at meetings of the Board of Directors, and, in the absence of the Chairman of the Executive Committee, at meetings of the Executive Committee. He shall have the power to sign checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Company, and together with the Secretary or an Assistant Secretary conveyances of real estate and other documents and instruments to which the seal of the Company is affixed. SECTION 4.5. President. The President of the Company shall participate in the supervision of the policies of the Company on behalf of the Board of Directors, shall be the chief executive officer of the Company and shall manage and administer the Company's operations. He shall perform all duties incident to the office of President, and, except as the Board of Directors or Executive Committee shall otherwise direct, in the event of the absence or disability of the Chairman of the Board shall act in his place and assume his duties. He shall have the same power to sign for the Company as is prescribed in these By-Laws for the Chairman of the Board. In the absence of the President, such officer as the Board of Directors or the Executive Committee or the Chairman of the Board may designate shall act in his stead. SECTION 4.6. Vice Chairman. The Vice Chairman of the Board, of if there be more than one, then each of them, shall participate in the supervision of the policies and operations of the Company on behalf of the Board of Directors, and shall have such duties as shall be assigned to them by the Board of Directors, the Executive Committee and the Chairman of the Board. Each Vice Chairman shall have the same power to sign for the Company as is prescribed in these By-Laws for the Chairman of the Board. SECTION 4.7. Chairman of Executive Committee. The Chairman of the Executive Committee shall preside at meetings of the Executive Committee and shall participate in the supervision of the policies and operations of the Company on behalf of the Board of Directors and shall have such other duties as shall be assigned to him by the Board of Directors, the Executive Committee and the Chairman of the Board. He shall have the same power to sign for the Company as is prescribed in these By-Laws for the Chairman of the Board. SECTION 4.8. Vice President. Each Vice President shall have the duties and authority usually pertaining to such office and in addition such other duties as shall be assigned him by the Board of Directors, the Executive Committee, the Chairman of the Board, a Vice Chairman of the Board and the President. Unless otherwise ordered by the Board of Directors or the Executive Committee, each Vice President shall have the same power to sign for the Company as is prescribed in these By-Laws for the Chairman of the Board. SECTION 4.9. Treasurer. The Treasurer shall have the supervision and care of all the funds and securities of the Company. He shall keep permanent records of the evidences of property or indebtedness and of all fiscal transactions of the Company. He shall perform all acts incident to the office of Treasurer. 17 SECTION 4.10. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and of all meetings of the stockholders; he shall attend to the giving and receiving of all notices of and to the Company; he may sign, with other authorized officers, all contracts, instruments or documents in the name of the Company and may affix or cause to be affixed thereto the seal of the Company, of which he shall be the custodian; and he shall in general perform all the duties incident to the office of Secretary. SECTION 4.11. Comptroller. The Comptroller shall exercise general supervision over, and be responsible for, the operation of all matters pertaining to the accounting and bookkeeping of the Company and shall have such further duties as the Chairman of the Board or the President shall assign to him. He shall render to the Board of Directors, the Chairman of the Board and the President condensed monthly statements of the condition of the Company and of its operating results and shall prepare such cost control reports and such other statements and reports as the Chairman of the Board, a Vice Chairman of the Board or the President may request. SECTION 4.12. Auditor. The Auditor shall exercise general supervision over, and be responsible for, the operation of all matters pertaining to the auditing of the Company and shall have such further duties as the Chairman of the Board or the President shall assign to him. He shall render to the Board of Directors, the Chairman of the Board and the President such regular audit statements and reports as may be requested of him and such other reports as in his judgment are necessary in the performance of the duties incident to the office of Auditor. SECTION 4.13. Assistant Treasurer. Any Assistant Treasurer shall perform such duties as may be designated by the President with the approval of the Board of Directors or the Chairman of the Board. In the absence or inability of the Treasurer to act, any Assistant Treasurer may perform all the duties and may exercise all the powers of the Treasurer. SECTION 4.14. Assistant Secretary. Any Assistant Secretary shall perform such duties as may be designated by the President with the approval of the Board of Directors or the Chairman of the Board. In the absence or inability of the Secretary to act, any Assistant Secretary may perform all the duties and may exercise any of the powers of the Secretary. SECTION 4.15. Delegation of Authority. All other officers Company shall have such titles and perform such duties as may be designated by the Chairman of the Board or the President or any officer authorized to do so by either of them. SECTION 4.16. Instruments. All instruments executed by the Company as trustee, executor, administrator, registrar, transfer agent, depositary, agent or in any other fiduciary capacity, including agreements, indentures, mortgages, deeds, conveyances, satisfactions, releases, assignments, transfers, participation certificates, powers of attorney, proxies, petitions, proofs of claim and all other documents and writings in connection with any fiduciary capacity, may be executed by the Chairman of the Board, a Vice Chairman of the Board, the President, any Vice President, the Secretary, the Treasurer, any Assistant Vice President, or any other person thereunto authorized by the Board of Directors or the Executive Committee. Any officer or person authorized to execute any such instrument is also authorized to affix the seal of the Company thereto and to cause the same to be attested by the Secretary or an Assistant Secretary. 18 All authentications or certifications of the Company as trustee under any mortgage, deed of trust, indenture or agreement securing or providing for bonds, debentures or notes, and all certificates as registrar or transfer agent, and all checks as disbursing agent, and all certificates of deposit, interim certificates and trust receipts or certificates, may be executed either by any officer or person hereinabove mentioned or referred to in the first paragraph of this Section 4.16 or by an Assistant Secretary or an Assistant Treasurer. The foregoing provisions of this Section 4.16 are in addition to and not in substitution for the manner of execution of any instrument elsewhere provided in these By-Laws. SECTION 4.17. Miscellaneous. All checks, orders, contracts, advices and other instruments and documents shall be signed by the officers authorized in these By-Laws to do so or by such other officers or by such employees and agents other than officers as the Board of Directors or the Executive Committee shall authorize, and subject to such restrictions as the Board of Directors or Executive Committee shall prescribe. The Board of Directors or Executive Committee may delegate to one or more officers of the Company all or part of the authority to grant signing powers contained in this Section 4.17. SECTION 4.18. Removal. Any officer of the Company may be removed at any time, with or without cause, by the Board of Directors or by the Chairman and the President. ARTICLE V Corporate Seal SECTION 5.1. Corporate Seal. The Company shall have a seal which shall be in such form as the Board of Directors shall approve. ARTICLE VI Capital Stock SECTION 6.1. Certificates of Stock. All certificates of stock shall be signed by the President or a Vice President, and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and shall bear the corporate seal. The signatures and the seal may be facsimile, engraved or printed, to the extent permitted by law. SECTION 6.2. Transfers of Stock. No transfer of stock of the Company shall be Permitted except upon the surrender of the outstanding certificate of stock. No new certificate shall be issued until the former certificate is cancelled, except that in the case of loss or destruction of a certificate, a new certificate may be issued upon such terms as the Board of Directors may prescribe. 19 SECTION 6.3. Record Date. The stock transfer books may be closed for such period and under such conditions as the Board of Directors may at any time determine; or in lieu thereof the Board of Directors may at any time fix a day as the day as of which stockholders entitled to notice of and to vote at any meeting shall be determined, and only stockholders of record at the close of business on such day shall be entitled to notice of or to vote at such meeting. ARTICLE VII Amendments SECTION 7.1. Amendments. Except as may be otherwise provided by law, these By-Laws may be altered or repealed at any meeting of the Board of Directors, whether or not such alteration or repeal shall or may affect any By-Law which does or may be deemed to limit the powers of the Directors, provided notice of such meeting setting forth the substance of the proposed alteration or repeal shall have been mailed to each Director addressed to him at his usual residence or place of business at least three days before such meeting. 20 EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT June 13, 2001 Securities and Exchange Commission, Washington, D.C. 20549 Gentlemen: In connection with the qualification of an indenture between The Detroit Edison Company and First Chicago Trust Company of New York, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State Authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefore. Very truly yours, FIRST CHICAGO TRUST COMPANY OF NEW YORK By: /s/ Steven M. Wagner Steven M. Wagner Vice President 21 EXHIBIT 7 Legal Title of Bank: First Chicago Trust Company of New York Call Date: 12/31/2000 FFIEC 032 Address: 14 Wall Street Page RC-1 City, State Zip: New York, New York 10005 FDIC Certificate No.:

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 2000 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding of the last business day of the quarter. SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS C300 ---- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD ---- a. Noninterest-bearing balances and currency and coin(1) ................. 0081 1,126,253 1.a b. Interest-bearing balances(2) .......................................... 0071 0 1.b 2. Securities a. Held-to-maturity securities(from Schedule RC-B, column A) ............. 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column D) .......... 1773 0 2.b 3. Federal funds sold and securities purchased under agreements to resell.................................................................... 1350 0 3. 4. Loans and lease financing receivables: RCFD a. Loans and leases, net of unearned income (from Schedule ---- RC-C).................................................................. 2122 0 4.a b. LESS: Allowance for loan and lease losses.............................. 3123 0 4.b c. LESS: Allocated transfer risk reserve.................................. 3128 0 4.c RCFD d. Loans and leases, net of unearned income, allowance, and ---- reserve (item 4.a minus 4.b and 4.c) .................................. 2125 0 4.d 5. Trading assets (from Schedule RD-D) ...................................... 3545 1,187 5. 6. Premises and fixed assets (including capitalized leases) ................. 2145 0 6. 7. Other real estate owned (from Schedule RC-M) ............................. 2150 0 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ........................................... 2130 21,518 8. 9. Customers' liability to this bank on acceptances outstanding ............. 2155 0 9. 10. Intangible assets (from Schedule RC-M) ................................... 2143 0 10. 11. Other assets (from Schedule RC-F) ........................................ 2160 56,628 11. 12. Total assets (sum of items 1 through 11) ................................. 2170 1,205,586 12.
- ---------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 22 Legal Title of Bank: First Chicago Trust Company of New York Call Date: 12/31/00 FFIEC 032 Address: 14 Wall Street Page RC-2 City, State Zip: New York, New York 10005 FDIC Certificate No.:

SCHEDULE RC--CONTINUED
DOLLAR AMOUNTS IN THOUSANDS ------------------------------------------- LIABILITIES 13. Deposits: RCON a. In domestic offices (sum of totals of columns A and C ---- from Schedule RC-E, part 1) ................................... 2200 16,552 13.a (1) Noninterest-bearing(1) .................................... 6631 916,552 13.a1 (2) Interest-bearing .......................................... 6636 0 13.a2 RCFN b. In foreign offices, Edge and Agreement subsidiaries, and ---- IBFs (from Schedule RC-E, part II) ............................ (1) Noninterest bearing ....................................... (2) Interest-bearing .......................................... 14. Federal funds purchased and securities sold under agreements to repurchase: RCFD 2800 0 14. 15. a. Demand notes issued to the U.S. Treasury ...................... RCON 2840 0 15.a b. Trading Liabilities(from Schedule RC-D) ....................... RCFD 3548 0 15.b 16. Other borrowed money: RCFD ---- a. With original maturity of one year or less .................... 2332 0 16.a b. With original maturity of more than one year ................. A547 0 16.b c. With original maturity of more than three years .............. A548 0 16.c 17. Not applicable 18. Bank's liability on acceptance executed and outstanding .......... 2920 0 18. 19. Subordinated notes and debentures ................................ 3200 0 19. 20. Other liabilities (from Schedule RC-G) ........................... 2930 254,199 20. 21. Total liabilities (sum of items 13 through 20) ................... 2948 1,170,751 21. 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus .................... 3838 0 23. 24. Common stock ..................................................... 3230 1,600 24. 25. Surplus (exclude all surplus related to preferred stock) ......... 3839 85,265 25. 26. a. Undivided profits and capital reserves ........................ 3632 (52,030) 26.a b. Net unrealized holding gains (losses) on available-for-sale securities .................................................... 8434 0 26.b c. ACCUMULATED NET GAINS (LOSSES) ON CASH FLOW HEDGES ............ 4336 0 26.c 27. Cumulative foreign currency translation adjustments .............. 28. Total equity capital (sum of items 23 through 27) ................ 3210 34,835 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28) ............................ 3300 1,205,586 29.
Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external Number auditors as of any date during 1996 ........ RCFD 6724 ........ NA M.1 Number 1 = Independent audit of the bank conducted in accordance performed by other with generally accepted auditing standards by a certified required by state chartering public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company by external conducted in accordance with generally accepted auditing standards by a certified public accounting firm which statements by external submits a report on the consolidated holding company (but not on the bank separately) preparation work) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 = Directors' examination of the bank external auditors (may be authority) 5 = Review of the bank's financial statements auditors 6 = Compilation of the bank's financial auditors 7 = Other audit procedures (excluding tax 8 = No external audit work

~~- ---------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits.~~ EX-25.2 13 k63078ex25-2.txt STATEMENT OF ELIGIBILITY OF TRUSTEE (NOTE INDENT.) 1 EXHIBIT 25.2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___ ---------- BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER) A NATIONAL BANKING ASSOCIATION 31-0838515 (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 100 EAST BROAD STREET, COLUMBUS, OHIO 43271-0181 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION 100 EAST BROAD STREET COLUMBUS, OHIO 43271-0181 ATTN: STEVEN M. WAGNER, DIRECTOR, (312) 407-1819 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) ---------- THE DETROIT EDISON COMPANY (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) MICHIGAN 38-0478650 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 2000 2ND AVENUE DETROIT, MICHIGAN 48226-1279 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) DEBT SECURITIES (TITLE OF INDENTURE SECURITIES) 2 ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. Comptroller of Currency, Washington, D.C.; Federal Deposit Insurance Corporation, Washington, D.C.; The Board of Governors of the Federal Reserve System, Washington D.C. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. The trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. No such affiliation exists with the trustee. ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY. 1. A copy of the articles of association of the trustee now in effect. 2. A copy of the certificate of authority of the trustee to commence business. 3. A copy of the authorization of the trustee to exercise corporate trust powers. 4. A copy of the existing by-laws of the trustee. 5. Not Applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 3 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. 8. Not Applicable. 9. Not Applicable. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Bank One Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois, on the 14th day of June, 2001. BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE BY /s/ STEVEN M. WAGNER STEVEN M. WAGNER FIRST VICE PRESIDENT 4 EXHIBIT 1 A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE NOW IN EFFECT AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION FIRST. The title of this Association shall be BANK ONE TRUST COMPANY, National Association. SECOND. The main office of the Association shall be in the City of Columbus, County of Franklin, State of Ohio. The business of the Association will be limited to the fiduciary powers and the support of activities incidental to the exercise of those powers. The Association will not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency. THIRD. The Board of Directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association, or of a holding company owning the Association, with an aggregate par, fair market or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the Board of Directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be used. Any vacancy in the Board of Directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The Board of Directors may not increase the number of directors between meetings of shareholders to a number which: (1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or (2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated. 5 Honorary or advisory members of the Board of Directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full Board of Directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares. FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the Board of Directors may designate, on the day of each year specified therefor in the Bylaws or, if that day falls on a legal holiday in the state in which the Association is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the Board of Directors or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the meeting shall be given to the shareholders by first class mail. In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by such shareholder. If the issuance of preferred stock with voting rights has been authorized by a vote of shareholders owning a majority of the common stock of the association, preferred shareholders will have cumulative voting rights and will be included within the same class as common shareholders, for purposes of elections of directors. A director may resign at any time by delivering written notice to the Board of Directors, its chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A director may be removed by shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause, provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal. FIFTH. The authorized amount of capital stock of this Association shall be eighty thousand shares of common stock of the par value of ten dollars ($10.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time 6 determine and at such price as the Board of Directors may from time to time fix. Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share. Unless otherwise specified in the Articles of Association or required by law, all shares of voting stock shall be voted together as a class on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment. Shares of the same class or series may be issued as a dividend on a pro rata basis and without consideration. Shares of another class or series may be issued as share dividends in respect of a class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the Board of Directors, the record date for determining shareholders entitled to a share dividend shall be the date the Board of Directors authorizes the share dividend. Unless otherwise provided in the Bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting. If a shareholder is entitled to fractional shares pursuant to preemptive rights, a stock dividend, consolidation or merger, reverse stock split or otherwise, the Association may: (a) issue fractional shares or; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the Association's stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers, and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the Association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the Association and the proceeds paid to scriptholders. 7 The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series. SIXTH. The Board of Directors shall appoint one of its members president of this Association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Board of Directors in accordance with the Bylaws. The Board of Directors shall have the power to: (1) Define the duties of the officers, employees, and agents of the Association. (2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association. (3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law. (4) Dismiss officers and employees. (5) Require bonds from officers and employees and to fix the penalty thereof. (6) Ratify written policies authorized by the Association's management or committees of the board. (7) Regulate the manner in which any increase or decrease of the capital of the Association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage for shareholder approval to increase or reduce the capital. (8) Manage and administer the business and affairs of the Association. (9) Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association. (10) Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to shareholders. (11) Make contracts. (12) Generally perform all acts that are legal for a Board of Directors to perform. 8 SEVENTH. The Board of Directors shall have the power to change the location of the main office of this Association to any other place within the limits of the City of Columbus, State of Ohio, without the approval of the shareholders; and shall have the power to change the location of the main office of this Association to any other place outside the limits of the City of Columbus, State of Ohio, but not more than thirty miles beyond such limits, with the affirmative vote of shareholders owning two-thirds of the stock of the Association, subject to receipt of a certificate of approval from the Comptroller of the Currency. The Board of Directors shall have the power to establish or change the location of any branch or branches of the Association to any other location permitted under applicable law without the approval of the shareholders, subject to approval by the Office of the Comptroller of the Currency. The Board of Directors shall have the power to establish or change the location of any nonbranch office or facility of the Association without the approval of the shareholders. EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States. NINTH. The Board of Directors of this Association, or any shareholders owning, in the aggregate, not less than 20 percent of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon the books of this Association. Unless otherwise provided by the Bylaws, any action requiring approval of shareholders must be effected at a duly called annual or special meeting. TENTH. The Association shall provide indemnification as set forth below: Every person who is or was a Director, officer or employee of the Association or of any other corporation which he served as a Director, officer or employee at the request of the Association as part of his regularly assigned duties may be indemnified by the Association in accordance with the provisions of this Article against all liability (including, without limitation, judgments, fines, penalties, and settlements) and all reasonable expenses (including, without limitation, attorneys' fees and investigative expenses) that may be incurred or paid by him in connection with any claim, action, suit or proceeding, whether civil, criminal or administrative (all referred to hereafter in this Article as "Claims") or in connection with any appeal relating thereto in which he may become involved as a party or otherwise or with which he may be threatened by reason of his being or having been a Director, officer or employee of the Association or such other corporation, or by reason of any action taken or omitted by him in his capacity as such Director, officer or employee, whether or not he continues to be such at the time such liability or expenses are incurred; provided that nothing contained in this Article shall be construed to permit indemnification of any such person who is adjudged guilty of, or liable for, willful misconduct, gross neglect of duty or criminal acts, unless, at the time such indemnification is sought, such indemnification in such instance is permissible under applicable law and regulations, including published rulings of the Comptroller of the Currency or other appropriate 9 supervisory or regulatory authority; and provided further that there shall be no indemnification of Directors, officers, or employees against expenses, penalties, or other payments incurred in an administrative proceeding or action instituted by an appropriate regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the Association. Every person who may be indemnified under the provisions of this Article and who has been wholly successful on the merits with respect to any Claim shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification under this Article shall be at the sole discretion of the Board of Directors and shall be made only if the Board of Directors or the Executive Committee acting by a quorum consisting of Directors who are not parties to such Claim shall find or if independent legal counsel (who may be the regular counsel of the Association) selected by the Board of Directors or Executive Committee whether or not a disinterested quorum exists shall render their opinion that in view of all of the circumstances then surrounding the Claim, such indemnification is equitable and in the best interests of the Association. Among the circumstances to be taken into consideration in arriving at such a finding or opinion is the existence or non-existence of a contract of insurance or indemnity under which the Association would be wholly or partially reimbursed for such indemnification, but the existence or non-existence of such insurance is not the sole circumstance to be considered nor shall it be wholly determinative of whether such indemnification shall be made. In addition to such finding or opinion, no indemnification under this Article shall be made unless the Board of Directors or the Executive Committee acting by a quorum consisting of Directors who are not parties to such Claim shall find or if independent legal counsel (who may be the regular counsel of the Association) selected by the Board of Directors or Executive Committee whether or not a disinterested quorum exists shall render their opinion that the Directors, officer or employee acted in good faith in what he reasonably believed to be the best interests of the Association or such other corporation and further in the case of any criminal action or proceeding, that the Director, officer or employee reasonably believed his conduct to be lawful. Determination of any Claim by judgment adverse to a Director, officer or employee by settlement with or without Court approval or conviction upon a plea of guilty or of nolo contendere or its equivalent shall not create a presumption that a Director, officer or employee failed to meet the standards of conduct set forth in this Article. Expenses incurred with respect to any Claim may be advanced by the Association prior to the final disposition thereof upon receipt of an undertaking satisfactory to the Association by or on behalf of the recipient to repay such amount unless it is ultimately determined that he is entitled to indemnification under this Article. The rights of indemnification provided in this Article shall be in addition to any rights to which any Director, officer or employee may otherwise be entitled by contract or as a matter of law. Every person who shall act as a Director, officer or employee of this Association shall be conclusively presumed to be doing so in reliance upon the right of indemnification provided for in this Article. ELEVENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The Association's Board of Directors may propose one or more amendments to the Articles of Association for submission to the shareholders. 10 EXHIBIT 2 A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS CERTIFICATE I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter No. 16235) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this 19th day of April, 2000. /s/ John D. Hawke, Jr. --------------------------- Comptroller of the Currency 11 EXHIBIT 3 A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS CERTIFICATE I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter No. 16235) was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the authority so granted remains in full force and effect on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this 19th day of April, 2000. /s/ John D. Hawke, Jr. --------------------------- Comptroller of the Currency 12 EXHIBIT 4 A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE BANK ONE TRUST COMPANY, National Association BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the shareholders of the Bank for the election of Directors and for the transaction of such business as may properly come before the meeting shall be held at its main office, or other convenient place duly authorized by the Board of Directors, on the same day upon which any regular or special Board meeting is held from and including the first Monday of January to, and including, the fourth Monday of February of each year, or on the next succeeding banking day, if the day fixed falls on a legal holiday. If from any cause, an election of Directors is not made on the day fixed for the regular meeting of the shareholders or, in the event of a legal holiday, on the next succeeding banking day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable, according to the provisions of law; and notice thereof shall be given in the manner herein provided for the annual meeting. Notice of such annual meeting shall be given by or under the direction of the Secretary, or such other officer as may be designated by the Chief Executive Officer, by first-class mail, postage prepaid, to all shareholders of record of the Bank at their respective addresses as shown upon the books of the Bank mailed not less than ten days prior to the date fixed for such meeting. SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of the Bank may be called at any time by the Board of Directors or by any three or more shareholders owning, in the aggregate, not less than ten percent of the stock of the Bank. Notice of any special meeting of the shareholders called by the Board of Directors, stating the time, place and purpose of the meeting, shall be given by or under the direction of the Secretary, or such other officer as is designated by the Chief Executive Officer, by first-class mail, postage prepaid, to all shareholders of record of the Bank at their respective addresses as shown upon the books of the Bank mailed not less than ten days prior to the date fixed for such meeting. Any special meeting of shareholders shall be conducted and its proceedings recorded in the manner prescribed in these By-Laws for annual meetings of shareholders. 13 SECTION 1.03. SECRETARY OF MEETING OF SHAREHOLDERS. The Board of Directors may designate a person to be the secretary of the meeting of shareholders. In the absence of a presiding officer, as designated by these By-Laws, the Board of Directors may designate a person to act as the presiding officer. In the event the Board of Directors fails to designate a person to preside at a meeting of shareholders and a secretary of such meeting, the shareholders present or represented shall elect a person to preside and a person to serve as secretary of the meeting. The secretary of the meeting of shareholders shall cause the returns made by the judges of election and other proceedings to be recorded in the minute books of the Bank. The presiding officer shall notify the Directors-elect of their election and to meet forthwith for the organization of the new Board of Directors. The minutes of the meeting shall be signed by the presiding officer and the secretary designated for the meeting. SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many as three shareholders to be judges of the election, who shall hold and conduct the same, and who shall, after the election has been held, notify, in writing over their signatures, the secretary of the meeting of shareholders of the result thereof and the names of the Directors elected; provided, however, that upon failure for any reason of any judge or judges of election, so appointed by the Directors, to serve, the presiding officer of the meeting shall appoint other shareholders or their proxies to fill the vacancies. The judges of election, at the request of the chairman of the meeting, shall act as tellers of any other vote by ballot taken at such meeting, and shall notify, in writing over their signature, the secretary of the Board of Directors of the result thereof. SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of record, who is qualified to vote under the provisions of Federal Law, shall have the right to vote the number of shares of record in such shareholder's name for as many persons as there are Directors to be elected, or to cumulate such shares as provided by Federal Law. In deciding all other questions at meetings of shareholders, each shareholder shall be entitled to one vote on each share of stock of record in such shareholder's name. Shareholders may vote by proxy duly authorized in writing. All proxies used at the annual meeting shall be secured for that meeting only, or any adjournment thereof, and shall be dated, if not dated by the shareholder, as of the date of the receipt thereof. No officer or employee of this Bank may act as proxy. SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the capital stock of the Bank, eligible to be voted, present either in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders, but shareholders present at any meeting and constituting less than a quorum may, without further notice, adjourn the meeting from time to time until a quorum is obtained. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association. ARTICLE II DIRECTORS SECTION 2.01. QUALIFICATIONS. Each Director shall have the qualifications prescribed by law. No person elected as a Director may exercise any of the powers of office until such Director has taken the oath of such office. SECTION 2.02. VACANCIES. Directors of the Bank shall hold office for one year or until their successors are elected and qualified. Any vacancy in the Board shall be filled by appointment of the remaining Directors, and any Director so appointed shall hold office until the next election. SECTION 2.03. ORGANIZATION MEETING. The Directors elected by the shareholders shall meet for organization of the new Board of Directors at the time and place fixed by the presiding officer of the annual meeting. If at the time fixed for such meeting there is no quorum present, the Directors in 14 attendance may adjourn from time to time until a quorum is obtained. A majority of the number of Directors elected by the shareholders shall constitute a quorum for the transaction of business. SECTION 2.04. REGULAR MEETINGS. The regular meetings of the Board of Directors shall be held at such date, time and place as the Board may previously designate, or should the Board fail to so designate, at such date, time and place as the Chairman of the Board, Chief Executive Officer, or President may fix. Whenever a quorum is not present, the Directors in attendance shall adjourn the meeting to a time not later than the date fixed by the By-Laws for the next succeeding regular meeting of the Board. Members of the Board of Directors may participate in such meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another. SECTION 2.05. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board, Chief Executive Officer, or President, or at the request of two or more Directors. Any special meeting may be held at such place and at such time as may be fixed in the call. Written or oral notice shall be given to each Director not later than the day next preceding the day on which the special meeting is to be held, which notice may be waived in writing. The presence of a Director at any meeting of the Board of Directors shall be deemed a waiver of notice thereof by such Director. Whenever a quorum is not present, the Directors in attendance shall adjourn the special meeting from day to day until a quorum is obtained. Members of the Board of Directors may participate in such meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another. SECTION 2.06. QUORUM. A majority of the Directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a lesser number may adjourn any meeting, from time-to-time, and the meeting may be held, as adjourned, without further notice. When, however, less than a quorum as herein defined, but at least one-third and not less than two of the authorized number of Directors are present at a meeting of the Directors, business of the Bank may be transacted and matters before the Board approved or disapproved by the unanimous vote of the Directors present. SECTION 2.07. COMPENSATION. Each member of the Board of Directors shall receive such fees for attendance at Board and Board committee meetings and such fees for service as a Director, irrespective of meeting attendance, as from time to time are fixed by resolution of the Board; provided, however, that payment hereunder shall not be made to a Director for meetings attended and/or Board service which are not for the Bank's sole 15 benefit and which are concurrent and duplicative with meetings attended or Board service for an affiliate of the Bank for which the Director receives payment; and provided further that fees hereunder shall not be paid in the case of any Director in the regular employment of the Bank or of one of its affiliates. Each member of the Board of Directors, whether or not such Director is in the regular employment of the Bank or of one of its affiliates, shall be reimbursed for travel expenses incident to attendance at Board and Board committee meetings. SECTION 2.08. EXECUTIVE COMMITTEE. There may be a standing committee of the Board of Directors known as the Executive Committee which shall possess and exercise, when the Board is not in session, all the powers of the Board that may lawfully be delegated. The Executive Committee shall consist of at least three Board members, one of whom shall be the Chairman of the Board, Chief Executive Officer or the President. The other members of the Executive Committee shall be appointed by the Chairman of the Board, the Chief Executive Officer, or the President, with the approval of the Board, and who shall continue as members of the Executive Committee until their successors are appointed, provided, however, that any member of the Executive Committee may be removed by the Board upon a majority vote thereof at any regular or special meeting of the Board. The Chairman, Chief Executive Officer, or President shall fill any vacancy in the Executive Committee by the appointment of another Director, subject to the approval of the Board of Directors. The Executive Committee shall meet at the call of the Chairman, Chief Executive Officer, or President or any two members thereof at such time or times and place as may be designated. In the event of the absence of any member or members of the Executive Committee, the presiding member may appoint a member or members of the Board to fill the place or places of such absent member or members to serve during such absence. Two members of the Executive Committee shall constitute a quorum. When neither the Chairman of the Board, the Chief Executive Officer, nor President are present, the Executive Committee shall appoint a presiding officer. The Executive Committee shall report its proceedings and the action taken by it to the Board of Directors. SECTION 2.09. OTHER COMMITTEES. The Board of Directors may appoint such special committees from time to time as are in its judgment necessary in the interest of the Bank. ARTICLE III OFFICERS, MANAGEMENT STAFF AND EMPLOYEES SECTION 3.01. OFFICERS AND MANAGEMENT STAFF. (a) The executive officers of the Bank shall include a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Secretary, Security Officer, and may include one or more Senior Managing Directors or Managing Directors. The Chairman of the Board, Chief Executive Officer, President, any Senior Managing Director, any Managing Director, Chief Financial Officer, Secretary, and Security Officer shall be elected by the Board. The Chairman of the Board, Chief Executive Officer, and the President shall be elected by the Board from their own number. Such officers as the Board shall elect from their own number shall hold office from the date of their election as officers until the organization meeting of the Board of Directors following the next annual meeting of shareholders, provided, however, that such officers may be relieved of their duties at any time by action of the Board of Directors, in which event all the powers incident to their office shall immediately terminate. The Chairman of the Board, Chief Executive Officer, or the President shall preside at all meetings of shareholders and meetings of the Board of Directors. (b) The management staff of the Bank shall include officers elected by the Board, officers appointed by the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, the Chief Financial Officer, and such 16 other persons in the employment of the Bank who, pursuant to authorization by a duly authorized officer of the Bank, perform management functions and have management responsibilities. Any two or more offices may be held by the same person except that no person shall hold the office of Chairman of the Board, Chief Executive Officer and/or President and at the same time also hold the office of Secretary. (c) Except as provided in the case of the elected officers who are members of the Board, all officers and employees, whether elected or appointed, shall hold office at the pleasure of the Board. Except as otherwise limited by law or these By-Laws, the Board assigns to the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, the Chief Financial Officer, and/or each of their respective designees the authority to control all personnel, including elected and appointed officers and employees of the Bank, to employ or direct the employment of such officers and employees as he or she may deem necessary, including the fixing of salaries and the dismissal of such officers and employees at pleasure, and to define and prescribe the duties and responsibilities of all officers and employees of the Bank, subject to such further limitations and directions as he or she may from time to time deem appropriate. (d) The Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, the Chief Financial Officer, and any other officer of the Bank, to the extent that such officer is authorized in writing by the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, or the Chief Financial Officer may appoint persons other than officers who are in employment of the Bank to serve in management positions and in connection therewith, the appointing officer may assign such title, salary, responsibilities and functions as are deemed appropriate, provided, however, that nothing contained herein shall be construed as placing any limitation on the authority of the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, or the Chief Financial Officer as provided in this and other sections of these By-Laws. (e) The Senior Managing Directors and the Managing Directors of the Bank shall have general and active authority over the management of the business of the Bank, shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall do or cause to be done all things necessary or proper to carry on the business of the Bank in accordance with provisions of applicable law and regulations. Each Senior Managing Director and Managing Director shall perform all duties incident to his or her office and such other and further duties, as may from time to time be required by the Chief Executive Officer, the President, the Board of Directors, or the shareholders. The specification of authority in these By-Laws wherever and to whomever granted shall not be construed to limit in any manner the general powers of delegation granted to a Senior Managing Director or a Managing Director in conducting the business of the Bank. In the absence of a Senior Managing Director or a Managing Director, such officer as is designated by the Senior Managing Director or the Managing Director shall be vested with all the powers and perform all the duties of the Senior Managing Director or the Managing Director as defined by these By-Laws. 17 (f) Each Managing Director who is assigned oversight of one or more trust service offices shall appoint a management committee known as the Investment Management and Trust Committee consisting of the Managing Director of the trust service offices and at least three other members who shall be capable and experienced officers of the Bank appointed from time to time by the Managing Director and who shall continue as members of the Investment Management and Trust Committee until their successors are appointed, provided, however, that any member of the Investment Management and Trust Committee may be removed by the Managing Director as provided in this and other sections of these By-Laws. The Managing Director shall fill any vacancy in the Investment Management and Trust Committee by the appointment of another capable and experienced officer of the Bank. Each Investment Management and Trust Committee shall meet at such date, time and place as the Managing Director shall fix. In the event of the absence of any member or members of the Investment Management and Trust Committee, the Managing Director may, in his or her discretion, appoint another officer of the Bank to fill the place or places of such absent member or members to serve during such absence. A majority of each Investment Management and Trust Committee shall constitute a quorum. Each Investment Management and Trust Committee shall carry out the policies of the Bank, as adopted by the Board of Directors, which shall be formulated and executed in accordance with State and Federal Law, Regulations of the Comptroller of the Currency, and sound fiduciary principles. In carrying out the policies of the Bank, each Investment Management and Trust Committee is hereby authorized to establish management teams whose duties and responsibilities shall be specifically set forth in the policies of the Bank. Each such management team shall report such proceedings and the actions taken thereby to the Investment Management and Trust Committee. Each Managing Director shall then report such proceedings and the actions taken thereby to the Board of Directors. SECTION 3.02. POWERS AND DUTIES OF MANAGEMENT STAFF. Pursuant to the fiduciary powers granted to this Bank under the provisions of Federal Law and Regulations of the Comptroller of the Currency, the Chairman of the Board, the Chief Executive Officer, the President, the Senior Managing Directors, the Managing Directors, the Chief Financial Officer, and those officers so designated and authorized by the Chairman of the Board, the Chief Executive Officer, the President, the Senior Managing Directors, the Managing Directors, or the Chief Financial Officer are authorized for and on behalf of the Bank, and to the extent permitted by law, to make loans and discounts; to purchase or acquire drafts, notes, stocks, bonds, and other securities for investment of funds held by the Bank; to execute and purchase acceptances; to appoint, empower and direct all necessary agents and attorneys; to sign and give any notice required to be given; to demand payment and/or to declare due for any default any debt or obligation due or payable to the Bank upon demand or authorized to be declared due; to foreclose any mortgages; to exercise any option, privilege or election to forfeit, terminate, extend or renew any lease; to authorize and direct any proceedings for the collection of any money or for the enforcement of any right or obligation; to adjust, settle and compromise all claims of every kind and description in favor of or against the Bank, and to give receipts, releases and discharges therefor; to borrow money and in connection therewith to make, execute and deliver notes, bonds or other evidences of indebtedness; to pledge or hypothecate any securities or any stocks, bonds, notes or any property real or personal held or owned by the Bank, or to rediscount any notes or other obligations held or owned by the Bank, whenever in his or her judgment it is reasonably necessary for the operation of the Bank; and in furtherance of and in addition to the powers hereinabove set forth to do all such acts and to take all such proceedings as in his or her judgment are necessary and incidental to the operation of the Bank. SECTION 3.03. SECRETARY. The Secretary or such other officers as may be designated by the Chief Executive Officer shall have supervision and control of the records of the Bank and, subject to the direction of the Chief Executive Officer, shall undertake other duties and functions usually performed by a corporate secretary. Other officers may be designated by the Secretary as Assistant Secretary to perform the duties of the Secretary. 18 SECTION 3.04. EXECUTION OF DOCUMENTS. Any member of the Bank's management staff or any employee of the Bank designated as an officer on the Bank's payroll system is hereby authorized for and on behalf of the Bank to sell, assign, lease, mortgage, transfer, deliver and convey any real or personal property, including shares of stock, bonds, notes, certificates of indebtedness (including the assignment and redemption of registered United States obligations) and all other forms of intangible property now or hereafter owned by or standing in the name of the Bank, or its nominee, or held by the Bank as collateral security, or standing in the name of the Bank, or its nominee, in any fiduciary capacity or in the name of any principal for whom this Bank may now or hereafter be acting under a power of attorney or as agent, and to execute and deliver such partial releases from any discharges or assignments of mortgages and assignments or surrender of insurance policies, deeds, contracts, assignments or other papers or documents as may be appropriate in the circumstances now or hereafter held by the Bank in its own name, in a fiduciary capacity, or owned by any principal for whom this Bank may now or hereafter be acting under a power of attorney or as agent; provided, however, that, when necessary, the signature of any such person shall be attested or witnessed in each case by another officer of the Bank. Any member of the Bank's management staff or any employee of the Bank designated as an officer on the Bank's payroll system is hereby authorized for and on behalf of the Bank to execute any indemnity and fidelity bonds, trust agreements, proxies or other papers or documents of like or different character necessary, desirable or incidental to the appointment of the Bank in any fiduciary capacity, the conduct of its business in any fiduciary capacity, or the conduct of its other banking business; to sign and issue checks, drafts, orders for the payment of money and certificates of deposit; to sign and endorse bills of exchange, to sign and countersign foreign and domestic letters of credit, to receive and receipt for payments of principal, interest, dividends, rents, fees and payments of every kind and description paid to the Bank, to sign receipts for money or other property acquired by or entrusted to the Bank, to guarantee the genuineness of signatures on assignments of stocks, bonds or other securities, to sign certifications of checks, to endorse and deliver checks, drafts, warrants, bills, notes, certificates of deposit and acceptances in all business transactions of the Bank; also to foreclose any mortgage, to execute and deliver receipts for any money or property; also to sign stock certificates for and on behalf of this Bank as transfer agent or registrar, and to authenticate bonds, debentures, land or lease trust certificates or other forms of security issued pursuant to any indenture under which this Bank now or hereafter is acting as trustee or in any other fiduciary capacity; to execute and deliver various forms of documents or agreements necessary to effectuate certain investment strategies for various fiduciary or custody customers of the Bank, including, without limitation, exchange funds, options, both listed and over-the-counter, commodities trading, futures trading, hedge funds, limited partnerships, venture capital funds, swap or collar transactions and other similar investment vehicles for which the Bank now or in the future may deem appropriate for investment of fiduciary customers or in which non-fiduciary customers may direct investment by the Bank. 19 Without limitation on the foregoing, the Chief Executive Officer, Chairman of the Board, or President of the Bank shall have the authority from time to time to appoint officers of the Bank as Vice President for the sole purpose of executing releases or other documents incidental to the conduct of the Bank's business in any fiduciary capacity where required by state law or the governing document. In addition, other persons in the employment of the Bank or its affiliates may be authorized by the Chief Executive Officer, Chairman of the Board, President, Senior Managing Directors, Managing Directors, or Chief Financial Officer to perform acts and to execute the documents described in the paragraph above, subject, however, to such limitations and conditions as are contained in the authorization given to such person. SECTION 3.05. PERFORMANCE BOND. All officers and employees of the Bank shall be bonded for the honest and faithful performance of their duties for such amount as may be prescribed by the Board of Directors. ARTICLE IV STOCKS AND STOCK CERTIFICATES SECTION 4.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be evidenced by certificates which shall bear the signature of the Chairman of the Board, the Chief Executive Officer, or the President (which signature may be engraved, printed or impressed), and shall be signed manually by the Secretary, or any other officer appointed by the Chief Executive Officer for that purpose. In case any such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Bank with the same effect as if such officer had not ceased to be such at the time of its issue. Each such certificate shall bear the corporate seal of the Bank, shall recite on its face that stock represented thereby is transferable only upon the books of the Bank when properly endorsed and shall recite such other information as is required by law and deemed appropriate by the Board. The corporate seal may be facsimile engraved or printed. SECTION 4.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall be transferable only upon the stock transfer books of the Bank and, except as hereinafter provided, no transfer shall be made or new certificates issued except upon the surrender for cancellation of the certificate or certificates previously issued therefor. In the case of the loss, theft, or destruction of any certificate, a new certificate may be issued in place of such certificate upon the furnishing of an affidavit setting forth the circumstances of such loss, theft, or destruction and indemnity satisfactory to the Chairman of the Board, the Chief Executive Officer, or the President. The Board of Directors or the Chairman of the Board, Chief Executive Officer, or the President may authorize the issuance of a new certificate therefor without the furnishing of indemnity. Stock transfer books, in which all transfers of stock shall be recorded, shall be provided. The stock transfer books may be closed for a reasonable period and under such conditions as the Board of Directors may at 20 any time determine, for any meeting of shareholders, the payment of dividends or any other lawful purpose. In lieu of closing the transfer books, the Board of Directors may, in its discretion, fix a record date and hour constituting a reasonable period prior to the day designated for the holding of any meeting of the shareholders or the day appointed for the payment of any dividend, or for any other purpose at the time as of which shareholders entitled to notice of and to vote at any such meeting or to receive such dividend or to be treated as shareholders for such other purpose shall be determined, and only shareholders of record at such time shall be entitled to notice of or to vote at such meeting or to receive such dividends or to be treated as shareholders for such other purpose. ARTICLE V MISCELLANEOUS PROVISIONS SECTION 5.01. SEAL. The seal of the Bank shall be circular in form with "SEAL" in the center, and the name "BANK ONE TRUST COMPANY, National Association" located clockwise around the upper half of the seal. SECTION 5.02. MINUTE BOOK. The organization papers of this Bank, the Articles of Association, the returns of judges of elections, the By-Laws and any amendments thereto, the proceedings of all regular and special meetings of the shareholders and of the Board of Directors, and reports of the committees of the Board of Directors shall be recorded in the minute books of the Bank. The minutes of each such meeting shall be signed by the presiding officer and attested by the secretary of the meeting. SECTION 5.03. CORPORATE POWERS. The corporate existence of the Bank shall continue until terminated in accordance with the laws of the United States. The purpose of the Bank shall be to carry on the general business of a commercial bank trust department and to engage in such activities as are necessary, incident, or related to such business. The Articles of Association of the Bank shall not be amended, or any other provision added elsewhere in the Articles expanding the powers of the Bank, without the prior approval of the Comptroller of the Currency. SECTION 5.04. AMENDMENT OF BY-LAWS. The By-Laws may be amended, altered or repealed, at any regular or special meeting of the Board of Directors, by a vote of a majority of the Directors. 21 As amended April 24, 1991 Section 3.01 (Officers and Management Staff) Section 3.02 (Chief Executive Officer) Section 3.03 (Powers and Duties of Officers and Management Staff) Section 3.05 (Execution of Documents) As amended January 27, 1995 Section 2.04 (Regular Meetings) Section 2.05 (Special Meetings) Section 3.01(f) (Officers and Management Staff) Section 3.03(e) (Powers and Duties of Officers and Management Staff) Section 5.01 (Seal) Amended and restated in its entirety effective May 1, 1996 As amended August 1, 1996 Section 2.09 (Trust Examining Committee) Section 2.10 (Other Committees) As amended October 16, 1997 Section 3.01 (Officers and Management Staff) Section 3.02 (Powers and Duties of Officers and Management Staff) Section 3.04 (Execution of Documents) As amended January 1, 1998 Section 1.01 (Annual Meeting)

22 EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT June 14, 2001 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: In connection with the qualification of an indenture between The Detroit Edison Company and Bank One Trust Company, National Association, as Trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION BY: /s/ STEVEN M. WAGNER STEVEN M. WAGNER FIRST VICE PRESIDENT 23 EXHIBIT 7 Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 3/31/01 State #: 391581 FFIEC 041 Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-1 City, State Zip: Columbus, OH 43271 Transit #: 04400003

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2001 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding of the last business day of the quarter. SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS C300 ---- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): RCON ---- a. Noninterest-bearing balances and currency and coin(1) ..................... 0081 57,409 1.a b. Interest-bearing balances(2) .............................................. 0071 0 1.b 2. Securities a. Held-to-maturity securities(from Schedule RC-B, column A) ................. 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column D) .............. 1773 1,922 2.b 3. Federal funds sold and securities purchased under agreements to resell ....................................................................... 1350 771,209 3. 4. Loans and lease financing receivables: (from Schedule RC-C): RCON ---- a. Loans and leases held for sale ............................................ 5369 0 4.a b. Loans and leases, net of unearned income .................................. B528 84,428 4.b c. LESS: Allowance for loan and lease losses ................................. 3123 387 4.c d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) ...................................................... B529 84,041 4.d 5. Trading assets (from Schedule RC-D) .......................................... 3545 0 5. 6. Premises and fixed assets (including capitalized leases) ..................... 2145 21,125 6. 7. Other real estate owned (from Schedule RC-M) ................................. 2150 0 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ............................................... 2130 0 8. 9. Customers' liability to this bank on acceptances outstanding ................. 2155 0 9. 10. Intangible assets ............................................................ a. Goodwill .................................................................. 3163 0 10.a b. Other intangible assets (from Schedule RC-M) .............................. 0426 12,971 10.b 11. Other assets (from Schedule RC-F) ............................................ 2160 317,034 11. 12. Total assets (sum of items 1 through 11) ..................................... 2170 1,265,711 12.
- ---------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 24 Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 3/31/01 State #: 391581 FFIEC 041 Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-2 City, State Zip: Columbus, OH 43271 Transit #: 04400003

SCHEDULE RC--CONTINUED
DOLLAR AMOUNTS IN THOUSANDS --------------------------------- LIABILITIES 13. Deposits: RCON a. In domestic offices (sum of totals of columns A and C ---- from Schedule RC-E) ........................................................ 2200 995,556 13.a (1) Noninterest-bearing(1) ................................................. 6631 558,282 13.a1 (2) Interest-bearing ....................................................... 6636 437,274 13.a2 b. Not applicable 14. Federal funds purchased and securities sold under agreements to repurchase ................................................................. RCFD 2800 0 14. 15. Trading Liabilities(from Schedule RC-D) ...................................... RCFD 3548 0 15. 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) .................... 3190 0 16. 17. Not applicable 18. Bank's liability on acceptances executed and outstanding ...................... 2920 0 18. 19. Subordinated notes and debentures(2) .......................................... 3200 0 19. 20. Other liabilities (from Schedule RC-G) ........................................ 2930 125,576 20. 21. Total liabilities (sum of items 13 through 20) ................................ 2948 1,121,132 21. 22. Minority interest in consolidated subsidiaries ................................ 3000 0 22. EQUITY CAPITAL 23. Perpetual preferred stock and related surplus ................................. 3838 0 23. 24. Common stock .................................................................. 3230 800 24. 25. Surplus (exclude all surplus related to preferred stock) ...................... 3839 45,157 25. 26. a. Retained earnings .......................................................... 3632 98,597 26.a b. Accumulated other comprehensive income(3) .................................. B530 25 26.b 27. Other equity capital components(4) ............................................ A130 0 27. 28. Total equity capital (sum of items 23 through 27) ............................. 3210 144,579 28. 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) ................................................. 3300 1,265,711 29.
Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external Number auditors as of any date during 1996 ...................RCFD 6724 ...... N/A M.1. 1 = Independent audit of the bank conducted in 4 = Directors' examination of the bank performed accordance with generally accepted auditing by other external auditors (may be required by standards by a certified public accounting state chartering authority) firm which submits a report on the bank 5 = Review of the bank's financial statements by 2 = Independent audit of the bank's parent holding external auditors company conducted in accordance with generally accepted auditing standards by a certified 6 = Compilation of the bank's financial statements public accounting firm which submits a report by external auditors on the consolidated holding company (but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing 8 = No external audit work standards by a certified public accounting firm (may be required by state chartering authority)

~~- ---------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits.~~ GRAPHIC 14 k63078pi5-110.gif GRAPHIC begin 644 k63078pi5-110.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!P@Z`/\)'$APX)L? M"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AOY,>,)SN2Y&C@@,N7 &+@$$!``[ ` end GRAPHIC 15 k63078pi5-178.gif GRAPHIC begin 644 k63078pi5-178.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!PA>`/]%8T:PH,%_ M&0`H7,@0(3UF_R)&C*8N`T)P"O1(1"4@F$6+UB@0^H=*P2V$*/]94\!$P$F4 J%B/^`1!%XL>('#-EC'BSY,F0(S]& -----END PRIVACY-ENHANCED MESSAGE-----


Michigan		No. 38-0478650




(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Numbers)





Title of Each Class of	Proposed Maximum Aggregate	Amount of
Securities to be Registered	Offering Price(1)	Registration Fee


Debt Securities	$750,000,000	$187,500


Exhibit
No.		Description

	15.1	Awareness letter of Deloitte & Touche LLP.
	23.1	Consent of Deloitte & Touche LLP.
	23.2	Consent of Thomas A. Hughes, Esq., Vice President and General Counsel of The Detroit Edison Company (included in the opinion filed as Exhibit 5.1(a) to this Registration Statement).
	23.3	Consent of Sidley Austin Brown & Wood LLP (included in the opinion filed as Exhibit 5.1(b) to this Registration Statement).
	24.1	Power of Attorney (appears on page II-9 of this registration statement).
	25.1	Statement of Eligibility of Trustee (mortgage).
	25.2	Statement of Eligibility of Trustee (note indenture).


Exhibit
No.


		Description

	4(a)	Mortgage and Deed of Trust, dated as of October 1, 1924, between Detroit Edison (File No. 1-2198) and First Chicago Trust Company of New York as successor Trustee (Exhibit B-1 to Registration No. 2-1630) and indentures supplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings as set forth below:
		September 1, 1947	Exhibit B-20 to Registration No. 2-7136
		November 15, 1971	Exhibit 2-B-38 to Registration No. 2-42160
		January 15, 1973	Exhibit 2-B-39 to Registration No. 2-46595
		June 1, 1978	Exhibit 2-B-51 to Registration No. 2-61643
		June 30, 1982	Exhibit 4-30 to Registration No. 2-78941
		August 15, 1982	Exhibit 4-32 to Registration No. 2-79674
		December 1, 1989	Exhibit 4-211 to Form 10-K for year ended December 31, 2000
		February 15, 1990	Exhibit 4-212 to Form 10-K for year ended December 31, 2000
		April 1, 1991	Exhibit 4-15 to Form 10-K for year ended December 31, 1996
		November 1, 1991	Exhibit 4-181 to Form 10-K for year ended December 31, 1996
		January 15, 1992	Exhibit 4-182 to Form 10-K for year ended December 31, 1996
		February 29, 1992	Exhibit 4-187 to Form 10-Q for quarter ended March 31, 1998
		April 15, 1992	Exhibit 4-188 to Form 10-Q for quarter ended March 31, 1998


Exhibit
No.


		Description

		July 15, 1992	Exhibit 4-189 to Form 10-Q for quarter ended March 31, 1998
		November 30, 1992	Exhibit 213 to Form 10-K for year ended December 31, 2000
		January 1, 1993	Exhibit 4-131 to Registration No. 33-56496
		March 1, 1993	Exhibit 4-191 to Form 10-Q for quarter ended March 31, 1998
		April 1, 1993	Exhibit 4-214 to Form 10-K for year ended December 31, 2000
		April 26, 1993	Exhibit 4-215 to Form 10-K for year ended December 31, 2000
		May 31, 1993	Exhibit 4-148 to Registration No. 33-64296
		June 30, 1993	Exhibit 4-216 to Form 10-K for year ended December 31, 2000 (1993 Series AP)
		June 30, 1993	Exhibit 4-150 to Form 10-Q for quarter ended June 30, 1993 (1993 Series H)
		September 15, 1993	Exhibit 4-217 to Form 10-K for year ended December 31, 2000
		March 1, 1994	Exhibit 4-163 to Registration No. 33-53207
		June 15, 1994	Exhibit 4-218 to Form 10-K for year ended December 31, 2000
		August 15, 1994	Exhibit 4-220 to Form 10-K for year ended December 31, 2000
		August 1, 1995	Exhibit 4-221 to Form 10-K for year ended December 31, 2000
		August 1, 1999	Exhibit 4-204 to Form 10-Q for quarter ended September 30, 1999
		August 15, 1999	Exhibit 4-205 to Form 10-Q for quarter ended September 30, 1999
		January 1, 2000	Exhibit 4-205 to Form 10-K for year ended December 31, 1999
		April 15, 2000	Exhibit 206 to Form 10-Q for quarter ended March 31, 2000
		August 1, 2000	Exhibit 4-210 to Form 10-Q for quarter ended September 30, 2000
		March 15, 2001	Exhibit 4-222 to Form 10-Q for quarter ended March 31, 2001
	4(b)	— Collateral Trust Indenture (notes), dated as of June 30, 1993 (Exhibit 4-152 to Registration No. 33-50325).
	4(c)	— First Supplemental Note Indenture, dated as of June 30, 1993 (Exhibit 4-153 to Registration No. 33-50325).






Frances B. Rohlman The Detroit Edison Company 2000 2nd Avenue Detroit, Michigan 48226 (313) 235-8000		Jonathan B. Miller Sidley Austin Brown & Wood LLP One World Trade Center New York, New York 10048 (212) 839-5300


	Page

About This Prospectus		3




Cautionary Statements Regarding Forward-Looking Statements		3




The Detroit Edison Company		4




Use of Proceeds		4




Ratios of Earnings to Fixed Charges		5




Description of Debt Securities		5




Plan of Distribution		22




Legal Matters		23




Experts		24




Where You Can Find More Information		24






Securities and Exchange Commission filing fee		$	187,500




Rating agency fees			100,000




Legal fees and expenses			150,000




Accounting fees and expenses			25,000




Trustees’ fees and expenses			5,000




Printing and engraving			30,000




Miscellaneous			52,500




	Total	$	550,000


Signature	Title	Date

Principal Executive Officer:
/s/ ANTHONY F. EARLEY, JR. Anthony F. Earley, Jr.	Chairman of the Board, President and Chief Executive Officer and Director	June 18, 2001





Principal Financial Officer:
/s/ DAVID E. MEADOR David E. Meador	Senior Vice President and Chief Financial Officer	June 18, 2001





Principal Accounting Officer:
/s/ DANIEL G. BRUDZYNSKI Daniel G. Brudzynski	Vice President and Controller	June 18, 2001





Directors:
/s/ SUSAN M. BEALE Susan M. Beale	Director	June 18, 2001
/s/ ERIC H. PETERSON Eric H. Peterson	Director	June 18, 2001


	•	450 Fifth Street, N.W.