10-Q

November 13, 2001

Re: Quarterly Reports on Form 10-Q

Ladies and Gentlemen:

On behalf of DTE Energy Company, DTE Enterprises, Inc., The Detroit Edison Company, Michigan Consolidated Gas Company and The Detroit Edison Securitization Funding LLC, attached for filing are the Quarterly Reports on Form 10-Q for the quarter ended September 30, 2001.

Very truly yours,

Susan M. Beale
Vice President and Corporate Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 2001

Commission file number 1-2198

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

THE DETROIT EDISON COMPANY
(Exact name of registrant as specified in its charter)

Michigan (State or other jurisdiction of incorporation or organization)	38-0478650 (I.R.S. Employer Identification No.)
2000 2nd Avenue, Detroit, Michigan (Address of principal executive offices)	48226-1279 (Zip Code)

313-235-8000
(Registrant’s telephone number, including area code)

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

Yes                      No

TABLE OF CONTENTS

Definitions
	Item 2 — Management’s Narrative Analysis of the Results of Operations
Part I — Financial Information
	Item 1 — Financial Statements
		Consolidated Statement of Operations
		Consolidated Statement of Changes in Shareholder’s Equity
		Consolidated Statement of Financial Position
		Consolidated Statement of Cash Flows
		Notes to Consolidated Financial Statements
		Independent Accountants’ Report
Part II — Other Information
	Item 5 — Other Information
	Item 6 — Exhibits and Reports on Form 8-K
Signature
Supplemental Indenture Dated August 15, 2001
Supplemental Indenture Dated September 15, 2001
Ninth Supplemental Indenture Dated Oct. 10, 2001
Awareness Letter of Deloitte & Touche LLP
$300 Million Credit Agreement

THE DETROIT EDISON COMPANY

QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2001

TABLE OF CONTENTS

			Page
			Number
DEFINITIONS				1
Part I — FINANCIAL INFORMATION
	Item 1 — Financial Statements
		Consolidated Statement of Operations		6
		Consolidated Statement of Changes in Shareholder’s Equity		7
		Consolidated Statement of Financial Position		8
		Consolidated Statement of Cash Flows		10
		Notes to Consolidated Financial Statements		11
		Independent Accountants’ Report		18
	Item 2 — Management’s Narrative Analysis of the Results of Operations			2
Part II — OTHER INFORMATION				19
	Item 5 — Other Information			19
	Item 6 — Exhibits and Reports on Form 8-K			20
SIGNATURE				21

DEFINITIONS

ALJ	MPSC Administrative Law Judge
Annual Report	2000 Annual Report to the Securities and Exchange Commission on Form 10-K for The Detroit Edison Company, filed with the DTE Energy Company Annual Report on Form 10-K
Annual Report Notes	Notes to Consolidated Financial Statements appearing on pages 41 through 71 and 76 through 78 of the Annual Report
DTE	DTE Energy Company and consolidated subsidiary companies
Detroit Edison	The Detroit Edison Company and consolidated subsidiary companies, a wholly owned subsidiary of DTE Energy Company
Electric Choice	Customer access to competitive electric generation resources
EPA	United States Environmental Protection Agency
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
ITC	International Transmission Company, a wholly owned subsidiary of DTE Energy
kWh	Kilowatthour
MPSC	Michigan Public Service Commission
MW	Megawatt
MWh	Megawatthour
Note(s)	Note(s) to Consolidated Financial Statements (Unaudited) appearing herein
PFD	Proposal for Decision by a MPSC ALJ
PSCR	Power Supply Cost Recovery
Quarterly Reports	Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended March 31, 2001, filed with the DTE Energy Company Quarterly Report on Form 10-Q, and for the quarter ended June 30, 2001
Quarterly Report Notes	Notes to Consolidated Financial Statements (Unaudited) appearing on pages 16 through 23 and 15 through 19 of the Quarterly Report for the quarters ended March 31, 2001, and June 30, 2001, respectively
SFAS	Statement of Financial Accounting Standards

1

THE DETROIT EDISON COMPANY
MANAGEMENT’S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

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

For the 2001 three-month period, Detroit Edison’s net income was $88 million, compared to net income of $76 million for the same period in 2000. For the nine-month period net income was $124 million compared to $264 million for the same period in 2000. The decrease for the nine-month period was primarily due to the $184 million ($120 million after tax) of merger and restructuring charges Detroit Edison recorded. Both periods reflect the impacts of changes in fair value of derivative instruments required by Detroit Edison’s adoption of SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”, as amended, on January 1, 2001.

Operating Revenues

Operating revenues increased (decreased) due to the following:

			Three			Nine
			Months Ended September 30			Months Ended September 30
(in Millions)
	5% Rate reduction		$	(36	)	$	(86	)
	System sales volume and mix			26			(19	)
	Cessation of PSCR mechanism			7			(7	)
	Wholesale sales			5			91
	Other-net			10			29
		Total	$	12		$	8

Detroit Edison kWh sales increased (decreased) as compared to the prior year as follows:

		Three			Nine
		Months			Months
Residential			13.9	%		6.5	%
Commercial			(2.8	)		(3.4	)
Industrial			(12.3	)		(10.9	)
Other (includes primarily sales for resale)			(6.3	)		(2.2	)
	Total System		(1.2	)		(3.0	)
Wholesale sales			(52.2	)		(26.1	)
	Total		(4.0	)		(3.9	)

For the three-month period, residential sales increased due to greater cooling demand. For the nine-month period, residential sales increased due to greater heating and cooling demand. Commercial sales decreased due to the migration of customers to the Electric Choice program. Industrial sales decreased due to reduced auto and steel production and the end of the Ford Rouge plant replacement energy sales contract in March 2001. Wholesale sales decreased for the three-

2

MANAGEMENT’S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

and nine-month period due to the expiration of an agreement with Consumers Energy in April 2001.

For the three-month period, the wholesale sales component of revenues decreased $47 million as a result of recording the net change in fair value of forward contracts to sell power. For the nine-month period, there was no change in the wholesale sales component of revenues as a result of recording the net change in fair value for derivatives not designated as hedges.

Operating Expenses

Fuel and Purchased Power

Fuel and purchased power expense changed due to the recording of the net change in fair value of forward and option contracts to purchase power for the three- and nine-month periods (decreased $83 million and increased $9 million, respectively). Fuel and purchased power was also favorably impacted by greater use of lower cost nuclear power, partially offset by higher cost purchased power.

System output and average delivered fuel and purchased power unit costs for Detroit Edison were as follows:

			Three Months Ended September 30,				Nine Months Ended September 30,
			2001		2000		2001		2000
(in Thousands of MWh)
	Power plant generation
		Fossil		11,021		11,556		30,639		31,449
		Nuclear		2,406		2,422		7,135		5,774
	Purchased power			2,092		1,897		5,360		7,115
	System output			15,519		15,875		43,134		44,338
	Average unit cost ($/MWh)
		Generation	$	12.60	$	12.29	$	12.34	$	13.12
		Purchased power (1)	$	148.08	$	138.14	$	92.84	$	67.42

(1) The average purchased power amounts exclude unrealized gains and losses recorded under SFAS No. 133.

Operation and Maintenance

For the three-month period, operation and maintenance expenses increased approximately 26% to $279 million. For the nine-month period, operation and maintenance expenses increased approximately 12% to $813 million. These increases were primarily due to expenses related to increased maintenance and reliability work for power generation, expense related to the funding of the low income and energy efficiency fund required by Michigan legislation (offset in revenues), costs allocated from DTE for corporate support functions, transmission expenses billed from ITC, and storm restoration costs.

3

MANAGEMENT’S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

Depreciation and Amortization

Depreciation and amortization expense was lower due to an extension of the amortization period for certain regulatory assets that were securitized in March 2001.

Taxes Other Than Income

Taxes other than income decreased due to lower property tax expense of $12 million. Property tax expense decreased $10 million due to a revision of an estimated liability recorded in 2000 representing a change in the taxable value of personal property subject to taxation by local taxing jurisdictions. New valuation tables approved by the Michigan State Tax Commission more accurately recognize the impact of regulation on the value of a utility’s personal property based on the property’s age.

Merger and Restructuring Charges

For the three- and nine-month periods, Detroit Edison recorded merger and restructuring charges of $9 million ($6 million after tax) and $184 million ($120 million after tax), respectively. See Note 2.

Interest Expense

Interest expense increased due to debt issued for securitization, partially offset by redemptions of higher cost debt with the proceeds of the securitization bonds. Detroit Edison’s refunding of such debt is ongoing and is expected to be completed by the end of 2001.

Income Taxes

Income taxes reflect changes in pre-tax income and the effective tax rate.

ENVIRONMENTAL MATTERS

As discussed in the Annual Report, the EPA has initiated enforcement actions against several major electric utilities citing violations of new source provisions of the Clear Air Act. Detroit Edison received and responded to information requests from the EPA on this subject. The EPA has not initiated proceedings against Detroit Edison. The National Energy Policy Development Group of the Bush Administration has undertaken a review of the EPA’s interpretation of regulations applying to new source review requirements. Detroit Edison expects this review to focus on the ability of fossil-fueled plant owners to perform plant maintenance without additional significant environmentally related modifications. While Detroit Edison anticipates its ability to continue to economically maintain its plants, the outcome of this governmental review cannot be predicted.

As discussed in the Annual Report, EPA ozone transport regulations and final new air quality standards relating to ozone and particulate air pollution will impact Detroit Edison. Detroit Edison has spent approximately $152 million and estimates that it will incur approximately $400 to $500 million of future capital expenditures over the next several years.

4

MANAGEMENT’S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve certain risks and uncertainties as set forth in Detroit Edison’s 2000 Annual Report on Form 10-K.

NEW ACCOUNTING PRONOUNCEMENTS

Asset Retirement Obligations — In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” This statement requires that the fair value for an asset retirement obligation be recognized in the period in which it is incurred. The associated asset retirement costs would be capitalized as part of the carrying amount of the long-lived asset. It would apply to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company has not yet determined the impact of this statement on the consolidated financial statements.

Long-Lived Assets — In August 2001, the FASB issued No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement superseded SFAS No. 121 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” This statement establishes a single accounting model for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired. This statement is effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company has not yet determined the impact of this statement on the consolidated financial statements.

5

THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

			Three Months Ended				Nine Months Ended
			September 30				September 30
			2001		2000		2001			2000
(in Millions)
Operating Revenues			$	1,121	$	1,109	$	3,137		$	3,129
Operating Expenses
	Fuel and purchased power			414		455		1,037			1,020
	Operation and maintenance			279		222		813			727
	Depreciation and amortization			164		191		498			550
	Taxes other than income			56		72		207			219
	Merger and restructuring charges (Note 2)			9		2		184			9
		Total Operating Expenses		922		942		2,739			2,525
Operating Income				199		167		398			604
Interest Expense and Other
	Interest expense			75		70		225			209
	Other — net			5		4		10			13
		Total Interest Expense and Other		80		74		235			222
Income Before Income Taxes				119		93		163			382
Income Taxes				31		17		36			118
Income Before Cumulative Effect of a Change in Accounting Principle				88		76		127			264
Cumulative Effect of a Change in Accounting Principle, Net of Tax (Note 6)				—		—		(3	)		—
Net Income			$	88	$	76	$	124		$	264

See Notes to Consolidated Financial Statements (Unaudited)

6

THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (UNAUDITED)

		2001
		Shares			Amount
(in Millions, Except Per Share Amounts; Shares in Thousands)
Common Stock
	Balance at beginning of year		145,120		$	1,451
	Repurchase and retirement of common stock		(10,832	)		(108	)
	Balance at September 30, 2001		134,288			1,343
Premium on Common Stock
	Balance at beginning of year					548
	Repurchase and retirement of common stock					(41	)
	Balance at September 30, 2001					507
Common Stock Expense
	Balance at beginning of year					(48	)
	Repurchase and retirement of common stock					4
	Balance at September 30, 2001					(44	)
Accumulated Other Comprehensive Loss (Note 7)
Net Unrealized Losses on Derivatives Qualifying as Hedges:
	Balance at beginning of year					—
	Net change in unrealized gains and losses					(21	)
	Balance at September 30, 2001					(21	)
Retained Earnings
	Balance at beginning of year					1,772
	Net income					124
	Dividends declared on common stock ($1.65 per share)					(227	)
	Distribution of International Transmission Company to parent					(327	)
	Repurchase and retirement of common stock					(701	)
	Balance at September 30, 2001					641
Total Shareholder’s Equity					$	2,426

See Notes to Consolidated Financial Statements (Unaudited)

7

THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

			September 30		December 31
			2001		2000
(in Millions, Except Per Share Amounts and Shares)
ASSETS
Current Assets
	Cash and cash equivalents		$	22	$	24
	Restricted cash			114		—
	Accounts receivable
		Customer (less allowance for doubtful accounts of $22 and $20, respectively)		425		381
		Accrued unbilled revenues		141		188
		Other		88		74
	Inventories (at average cost)
		Fuel		116		163
		Materials and supplies		129		139
	Other			55		25
				1,090		994
Investments
	Nuclear decommissioning trust funds			388		398
	Other			34		38
				422		436
Property
	Property, plant and equipment			11,133		11,433
	Property under capital leases			221		220
	Nuclear fuel under capital lease			—		705
				11,354		12,358
	Less accumulated depreciation and amortization			4,930		5,659
				6,424		6,699
Other Assets
	Regulatory assets			1,090		2,686
	Securitized regulatory assets (Note 4)			1,710		—
	Other			105		171
				2,905		2,857
			$	10,841	$	10,986

See Notes to Consolidated Financial Statements (Unaudited)

8

THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

		September 30			December 31
		2001			2000
(in Millions, Except Per Share Amounts and Shares)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
	Accounts payable	$	231		$	253
	Accrued interest		50			56
	Dividends payable		74			80
	Accrued payroll		73			96
	Short-term borrowings		301			245
	Income taxes		129			114
	Current portion long-term debt		300			159
	Current portion capital leases		13			41
	Liabilities from risk management activities		34			—
	Other		203			164
			1,408			1,208
Other Liabilities
	Deferred income taxes		1,759			1,811
	Capital leases		90			145
	Unamortized investment tax credit		159			167
	Other		767			588
			2,775			2,711
Long-Term Debt (Notes 4 and 5)			4,232			3,344
Contingencies (Note 9)
Shareholder’s Equity
	Common stock, $10 par value, 400,000,000 shares authorized, 134,287,832 and 145,119,875 issued and outstanding, respectively		1,343			1,451
	Premium on common stock		507			548
	Common stock expense		(44	)		(48	)
	Accumulated other comprehensive loss (Note 7)		(21	)		—
	Retained earnings		641			1,772
			2,426			3,723
		$	10,841		$	10,986

See Notes to Consolidated Financial Statements (Unaudited)

9

THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

				Nine Months Ended
				September 30
				2001			2000
(in Millions)
Operating Activities
	Net Income			$	124		$	264
	Adjustments to reconcile net income to net cash from operating activities:
		Depreciation and amortization			498			550
		Merger and restructuring charges			150			—
		Deferred income taxes			(60	)		(71	)
		Other			(81	)		(15	)
		Changes in current assets and liabilities:
			Accounts receivable		(11	)		(21	)
			Inventories		57			18
			Payables		(51	)		(17	)
			Risk management activities		34			—
			Other		9			(53	)
		Net cash from operating activities			669			655
Investing Activities
	Plant and equipment expenditures				(564	)		(413	)
		Net cash used for investing activities			(564	)		(413	)
Financing Activities
	Issuance of long-term debt				1,890			270
	Increase (decrease) in short-term borrowings, net				56			(20	)
	Increase in restricted cash for debt redemptions				(114	)		—
	Redemption of long-term debt				(861	)		(245	)
	Repurchase of common stock				(846	)		—
	Dividends on common stock				(232	)		(239	)
		Net cash used for financing activities			(107	)		(234	)
Net Increase (Decrease) in Cash and Cash Equivalents					(2	)		8
Cash and Cash Equivalents at Beginning of the Period					24			4
Cash and Cash Equivalents at End of the Period				$	22		$	12
Supplementary Cash Flow Information
	Interest paid (excluding interest capitalized)			$	231		$	203
	Income taxes paid				80			142
Noncash Investing and Financing Activities
	New capital lease obligations				13			41
	Distribution of International Transmission Company to parent (Note 3)				327			—

See Notes to Consolidated Financial Statements (Unaudited)

10

THE DETROIT EDISON COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – GENERAL

Detroit Edison, a wholly owned subsidiary of DTE (an exempt holding company under the Public Utility Holding Company Act of 1935, as amended), is a Michigan public utility engaged in the generation, purchase, distribution and sale of electric energy to 2.1 million customers in a 7,600 square-mile Southeastern Michigan service area.

These consolidated financial statements (unaudited) should be read in conjunction with the Annual Report Notes and the Quarterly Report Notes. The Notes contained herein update and supplement matters discussed in the Annual Report Notes and the Quarterly Report Notes.

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The consolidated financial statements are unaudited, but in the opinion of Detroit Edison, include all adjustments necessary for a fair statement of the results for the interim periods. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year.

Certain prior year balances have been reclassified to conform to the current year’s presentation.

NOTE 2 – MERGER AND RESTRUCTURING CHARGES

During the third quarter of 2001, Detroit Edison incurred merger-related charges of $9 million ($6 million after tax) consisting of system integration, relocations, legal and consulting costs. During the nine-month period ended September 30, 2001, Detroit Edison incurred merger and restructuring charges of $184 million ($120 million after tax) primarily associated with a workforce reduction plan in conjunction with DTE’s acquisition of MCN. The plan included early retirement incentives along with voluntary separation arrangements for 890 employees primarily in overlapping corporate support functions. Approximately $13 million of the benefits have been paid as of September 30, 2001, and it is anticipated that the remaining benefits will be paid from Detroit Edison’s retirement plans.

NOTE 3 – TRANSMISSION BUSINESS

Effective January 2001, Detroit Edison transferred its transmission assets, with a book value of approximately $390 million, to a wholly owned subsidiary, ITC. On May 31, 2001, Detroit Edison distributed 100 percent of the shares of ITC to DTE.

Detroit Edison continues to bill and collect transmission revenues as currently authorized in its bundled distribution rates approved by the MPSC. ITC provides transmission services to customers of Detroit Edison and other non-affiliated customers. ITC billed Detroit Edison $24 million and $32 million for the three- and nine-month periods ended September 30, 2001, respectively, for the costs of providing transmission services to utility customers.

11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 4 – SECURITIZATION

Michigan Public Acts 141 and 142 permit Detroit Edison to recover certain stranded costs through securitization. The stranded costs primarily represent Detroit Edison’s unamortized investment in the 1,150 MW Fermi 2 nuclear power plant that was classified as a regulatory asset. The MPSC approved the issuance of securitization bonds for the benefit of Detroit Edison. Detroit Edison formed The Detroit Edison Securitization Funding LLC (Securitization LLC) for the purpose of securitizing its stranded costs.

In March 2001, the Securitization LLC issued $1.750 billion of Securitization Bonds, Series 2001-1, and Detroit Edison sold $1.750 billion of stranded costs to the Securitization LLC. The Securitization Bonds mature over a period of up to fifteen years and have an average interest rate of 6.3%. Detroit Edison implemented a non-bypassable surcharge on its customer bills, effective March 26, 2001, for the purpose of collecting amounts sufficient to provide for the payment of interest and principal.

The Securitization LLC is independent of Detroit Edison, as is its ownership of the securitization property. Due to principles of consolidation, stranded costs sold by Detroit Edison to the Securitization LLC and the $1.750 billion of securitization bonds appear on Detroit Edison’s consolidated statement of financial position. Detroit Edison makes no claim to these assets. Ownership of such assets has vested in the Securitization LLC and has been assigned to the trustee for the Securitization Bonds. Funds collected by Detroit Edison, acting in the capacity of a servicer for the Securitization LLC, are remitted to the trustee for the Securitization Bonds. Neither the securitization property nor funds collected from Detroit Edison’s customers for the payment of costs related to the Securitization LLC and Securitization Bonds are available to Detroit Edison’s creditors.

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5 – LONG-TERM DEBT

In September 2001, Detroit Edison issued $139.9 million of tax-exempt revenue bonds secured by mortgage bonds due 2029. Interest on the notes is payable on a semi-annual basis, beginning March 1, 2002.

The following debt was redeemed during the nine-month period ended September 30, 2001:

		Interest			Scheduled		Amount
Series		Rate			Redemption		(millions)
1990 Series A			7.904	%		04/02/01	$	6
1990 Series A			7.904			04/01/02-03/31/20		119
1990 Series B			7.904			04/02/01		10
1990 Series C			8.357			04/02/01		3
1991 Series CC			6.95			09/01/21		42
1992 Series D			7.110 - 8.310			08/01/02-08/01/22		96
1993 Series B			Variable			08/15/33		160
1993 Series C			7.350 - 8.30			01/15/03-01/15/23		55
1993 Series E			7.770 - 7.820			03/15/23		23
1993 Series G			6.56			05/01/01		100
1993 Series J			7.74			06/01/18		44
1994 Series C			Variable			08/15/34		100
1999 Series D			Variable			09/17/01		40
2000 Series A			7.5			02/01/05		59
Securitization 2001-1			5.18			09/01/01		4
	Total						$	861

NOTE 6 – FINANCIAL AND OTHER DERIVATIVE INSTRUMENTS

In June 1998, the FASB issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires that all derivative instruments be recognized as either assets or liabilities, measured at fair value. The accounting for changes in fair value depends upon the purpose of the derivative instrument and whether it is designated as a hedge and qualifies for hedge accounting. To the extent derivative instruments qualify as hedges and are designated as hedges of the variability of cash flows associated with forecasted transactions, the effective portion of the gain or loss on such derivative instruments is reported in other comprehensive income. The ineffective portion, if any, is recorded in net income. Such amounts recorded in other comprehensive income are reclassified into net income when the forecasted transaction affects earnings. If a cash flow hedge is discontinued because it is probable that the forecasted transaction will not occur, the net gain or loss is immediately

13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

reclassified into earnings. To the extent derivative instruments qualify as hedges and are designated as hedges of changes in fair value of an existing asset, liability or firm commitment, the gain or loss on the hedging instrument is recognized in earnings along with the changes in fair value of the hedged asset, liability or firm commitment attributable to the hedged risk.

SFAS No. 133 requires that as of the date of initial adoption, the difference between the fair value of derivative instruments and the previous carrying amount of those derivatives be recorded in net income or other comprehensive income, as appropriate, as the cumulative effect of a change in accounting principle in accordance with Accounting Principles Board Opinion 20, “Accounting Changes.”

As of January 1, 2001, Detroit Edison adopted SFAS No. 133, as required. The financial statement impact of recording the various SFAS No. 133 transactions at January 1, 2001 was as follows:

			Amount
Financial Statement Line Item			Increase (Decrease)
(in Millions)
	Assets from risk management activities		$	26
	Liabilities from risk management activities		$	10
	Income taxes payable		$	6
	Cumulative effect of a change in accounting principle:
		Other comprehensive income	$	13
		Net income	$	(3	)

The FASB continues to develop interpretive guidance for SFAS No. 133. Accordingly, any future interpretations of SFAS No. 133 may impact Detroit Edison’s ultimate application of the standard.

Commodity Price Risk

Detroit Edison uses over-the-counter forward contracts and options to manage the risk of fluctuations in the market price of electricity. Certain of these contracts have been formally designated as cash flow hedges of the forecasted purchase of power. Such contracts are measured at fair value and are recorded as assets and liabilities in the consolidated statement of financial position with gains and losses included in other comprehensive income. For the three- and nine-month periods ended September 30, 2001, Detroit Edison recorded a gain of $10 million and a loss of $34 million, respectively, net of tax, in other comprehensive income for these hedges. Amounts recorded in other comprehensive income will be reclassified to fuel and purchased power expense as the forecasted purchases of electricity affect earnings. At September 30, 2001, the estimated net amount of existing loss that is expected to be reclassified into earnings within the next 12 months is approximately $19 million. The maximum length of time over which Detroit Edison is hedging its exposure to the variability of future cash flows is two years. Ineffectiveness recognized in these hedging relationships was immaterial for the three- and nine-month periods ended September 30, 2001.

14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Certain of Detroit Edison’s electricity and natural gas forward purchase and sale contracts, and purchased electricity and coal option contracts entered into for the purpose of economically hedging its exposure to commodity risk, do not qualify for hedge accounting under SFAS No. 133. Detroit Edison marks these contracts to market on its consolidated statement of financial position and records a corresponding gain or loss in earnings. Such holding gains and losses are recorded in revenues or fuel and purchased power expense, depending on the type of contract.

Certain of Detroit Edison’s forward electric contracts are considered “normal purchases and sales,” and therefore are excluded from the scope of SFAS No. 133. In June 2001, FASB provided guidance on the implementation of SFAS No. 133, regarding certain contracts in the power generation industry. In June 2001, issue No. C15, “Scope Exceptions: Normal Purchases and Normal Sales Exception for Option-Type Contracts and Forward Contracts in Electricity” was issued. The FASB concluded that because electricity cannot be readily stored in significant quantities, and the entity engaged in selling electricity is obligated to maintain sufficient capacity to meet the electricity needs of its customer base, an option-like contract for the purchase of electricity that meets certain criteria is eligible for the normal purchases and sales exception. Detroit Edison adopted this new guidance on July 1, 2001, as required, and began amortizing the previously recorded liability on option-like contracts over their remaining lives. In October 2001, the FASB issued revisions to issue No. C15 which would be effective on January 1, 2002. If issue No. C15 is not further revised by the FASB, mark-to-market accounting may be required for such option-like contracts. Detroit Edison continues to analyze the impact this new guidance will have on its accounting for derivative instruments.

15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 7 – COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is the change in equity during a period from transactions and other events and circumstances from non-owner sources. Detroit Edison did not have other comprehensive income (loss) in 2000. The following table displays comprehensive income (loss) for the applicable periods:

			Three Months			Nine Months
			Ended			Ended
			September 30			September 30
(in Millions)
Net Income			$	88		$	124
Other comprehensive income (loss) net of tax:
	Net unrealized losses on derivatives qualifying as hedges:
		Cumulative effect of a change in accounting principle, Net of taxes of $6		—			13
		Losses arising during the period, net of taxes of $4 and $29, respectively		(7	)		(54	)
		Amounts reclassified to earnings, net of taxes of $9 and $11, respectively		17			20
		Total other comprehensive income (loss)		10			(21	)
Comprehensive Income			$	98		$	103

NOTE 8 – REGULATORY MATTERS

In October 2000, the MPSC initiated a case to determine the methodology of calculating net stranded costs, as required by Public Act 141 of 2000 (PA 141). In a filing in February 2001, Detroit Edison defined net stranded costs as the economic harm that results from the loss of bundled rate generation revenue resulting from Electric Choice, offset by the benefits received when Detroit Edison sells this available power into the market. Detroit Edison proposed a zero transition charge for the year 2002. A transition charge or credit would begin in 2003, based on actual net stranded costs or benefits, as defined, experienced in 2002. The MPSC Staff proposed to determine a net stranded cost transition charge based on revenue requirements for the fixed cost component of generation plant, with a surcharge floor of zero. On November 8, 2001, a MPSC ALJ issued a PFD that generally supported the MPSC staff's proposal. The PFD also proposed the recognition of variable as well as fixed costs of generation. An order is not expected before the end of 2001.

NOTE 9 – CONTINGENCIES

Detroit Edison is involved in certain legal (including commercial matters), administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, environmental reviews and investigations, and pending judicial matters. Management cannot predict the final disposition of such proceedings. Management regularly reviews legal matters and records provisions for claims that are considered probable of loss. The

16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

resolution of pending proceedings is not expected to have a material effect on Detroit Edison’s financial statements in the period they are resolved.

17

INDEPENDENT ACCOUNTANTS’ REPORT

To the Board of Directors of
The Detroit Edison Company

We have reviewed the accompanying condensed consolidated statement of financial position of The Detroit Edison Company and subsidiaries as of September 30, 2001, and the related condensed consolidated statements of operation for the three-month and nine-month periods ended September 30, 2001 and 2000, the condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2001 and 2000, and the condensed consolidated statement of changes in shareholder’s equity for the nine-month period ended September 30, 2001. These financial statements are the responsibility of The Detroit Edison Company’s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of The Detroit Edison Company and subsidiaries as of December 31, 2000, and the related consolidated statements of income, changes in shareholder’s equity, and cash flows for the year then ended (not presented herein); and in our report dated January 24, 2001, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2000 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

DELOITTE & TOUCHE LLP

Detroit, Michigan
November 13, 2001

18

OTHER INFORMATION

Other Information

MPSC

Unbundling Case

On June 4, 2001, pursuant to Public Act 141 of 2000 (PA 141), Detroit Edison filed with the MPSC an application outlining its proposal to unbundle its existing rates. PA 141 required utilities to submit applications to unbundle their existing rates and separately identify and charge for discrete services. Detroit Edison believes, and has proposed, that it provides two discrete services: distribution service, which will continue to be regulated by the MPSC, and bulk power supply service, which is also available from market suppliers. Distribution service has already been unbundled through the MPSC-authorized Retail Access Service Tariffs. In its application, Detroit Edison has proposed to make its customers aware of the costs associated with distribution service defined by the Retail Access Service Tariffs. The remaining costs are those against which price comparisons can be made when the customer receives bulk power supply offers from alternative electric suppliers. On August 23, 2001, a MPSC ALJ issued a PFD that indicates Detroit Edison’s June 4, 2001 filing did not comport with the requirements of PA 141 and recommends Detroit Edison should be required to refile an application with the MPSC. Detroit Edison has filed exceptions to the PFD with the MPSC to have the ALJ’s ruling overturned.

Transfer of Transmission Assets

As discussed in Note 3, Detroit Edison transferred its transmission assets to ITC. The MPSC initiated a case in February 2001 to address the August 2000 request by the Association of Businesses Advocating Tariff Equity (ABATE) to consider the consequences of the transfer of transmission assets from Detroit Edison to ITC. The request by ABATE, which had been adjourned pending the June 4, 2001 unbundling filing, was reinstated with testimony to be filed in the fourth quarter of 2001 and hearings planned for 2002.

19

EXHIBITS AND REPORTS ON FORM 8-K

(a)	Exhibits
(i)	Exhibits filed herewith.

Exhibit
Number	Description
4-227	Supplemental Indenture dated as of August 15, 2001, establishing the 2001 Series CP Mortgage Bonds.
4-228	Supplemental Indenture, dated as of September 15, 2001 establishing the 2001 Series D and 2001 Series E Mortgage Bonds.
4-229	Ninth Supplemental Indenture, dated as of October 10, 2001, establishing the 5.050% Senior Notes due 2005 and 6.125% Senior Notes due 2010.
15-19	Awareness Letter of Deloitte & Touche LLP regarding their report dated November 13, 2001.
99-1	$300 million Credit Agreement dated as of November 7, 2001.

(b)	Reports on Form 8-K
	None.

20

SIGNATURE

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

		THE DETROIT EDISON COMPANY
Date:	November 13, 2001	By /s/ DANIEL G. BRUDZYNSKI
		Daniel G. Brudzynski
		Chief Accounting Officer,
		Vice President and Controller

21

Exhibit Index

Exhibit
Number	Description
4-227	Supplemental Indenture dated as of August 15, 2001, establishing the 2001 Series CP Mortgage Bonds.
4-228	Supplemental Indenture, dated as of September 15, 2001 establishing the 2001 Series D and 2001 Series E Mortgage Bonds.
4-229	Ninth Supplemental Indenture, dated as of October 10, 2001, establishing the 5.050% Senior Notes due 2005 and 6.125% Senior Notes due 2010.
15-19	Awareness Letter of Deloitte & Touche LLP regarding their report dated November 13, 2001.
99-1	$300 million Credit Agreement dated as of November 7, 2001.

EX-4.227 3 k65470ex4-227.txt SUPPLEMENTAL INDENTURE DATED AUGUST 15, 2001 EXECUTED IN COUNTERPARTS OF WHICH THIS IS COUNTERPART NO. . THE DETROIT EDISON COMPANY (2000 2nd Avenue, Detroit, Michigan 48226-1279) TO FIRST CHICAGO TRUST COMPANY OF NEW YORK (14 Wall Street, New York, New York 10005) AS TRUSTEE ------------------------ INDENTURE Dated as of August 15, 2001 ------------------------ SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST DATED AS OF OCTOBER 1, 1924 PROVIDING FOR (A) GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES CP, DUE SEPTEMBER 1, 2029, AND (B) RECORDING AND FILING DATA i TABLE OF CONTENTS* ------------------------

PAGE ---- PARTIES..................................................... 1 RECITALS Original Indenture and Supplementals...................... 1 Bonds heretofore issued................................... 2 Reason for creation of new series......................... 9 Bonds to be 2001 Series CP................................ 10 Further Assurance......................................... 10 Authorization of Supplemental Indenture................... 10 Consideration for Supplemental Indenture.................. 10 PART I. CREATION OF THREE HUNDRED TWENTY-EIGHTH SERIES OF BONDS GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES CP Sec. 1. Certain terms of Bonds of 2001 Series CP............ 11 Sec. 2. Redemption of Bonds of 2001 Series CP............... 14 Sec. 3.Redemption of Bonds of 2001 Series CP in event of acceleration of Strategic Fund Revenue Bonds......... 14 Sec. 4. Form of Bonds of 2001 Series CP..................... 15 Form of Trustee's Certificate....................... 21 PART II. RECORDING AND FILING DATA Recording and filing of Original Indenture.................. 21 Recording and filing of Supplemental Indentures............. 21 Recording of Certificates of Provision for Payment.......... 28 PART III. THE TRUSTEE Terms and conditions of acceptance of trust by Trustee...... 28 PART IV. MISCELLANEOUS Confirmation of Section 318(c) of Trust Indenture Act....... 29 Execution in Counterparts................................... 29 Testimonium................................................. 29 Execution................................................... 30 Acknowledgement of execution by Company..................... 30 Acknowledgement of execution by Trustee..................... 31 Affidavit as to consideration and good faith................ 32

- ------------------------ * This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture. 1 PARTIES. SUPPLEMENTAL INDENTURE, dated as of August 15, 2001 among THE DETROIT EDISON COMPANY, a corporation organized and existing under the laws of the State of Michigan and a transmitting 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 Trustee under the Mortgage and Deed of Trust hereinafter mentioned (hereinafter called the "Trustee"), party of the second part. ORIGINAL INDENTURE AND SUPPLEMENTALS. WHEREAS, the Company has heretofore executed and delivered its Mortgage and Deed of Trust (hereinafter referred to as the "Original Indenture"), dated as of October 1, 1924, to the Trustee, for the security of all bonds of the Company outstanding thereunder, and pursuant to the terms and provisions of the Original Indenture, indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, June 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, November 1, 1936, February 1, 1940, December 1, 1940, September 1, 1947, March 1, 1950, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1966, October 1, 1968, December 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, December 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976, February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1, 1979, September 1, 1979, September 15, 1979, January 1, 1980, April 1, 1980, August 15, 1980, August 1, 1981, November 1, 1981, June 30, 1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986, January 31, 1987, April 1, 1987, August 15, 1987, November 30, 1987, June 15, 1989, July 15, 1989, December 1, 1989, February 15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September 1, 1991, November 1, 1991, January 15, 1992, February 29, 1992, April 15, 1992, July 15, 1992, July 31, 1992, November 30, 1992, December 15, 1992, January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26, 1993, May 31, 1993, June 30, 1993, June 30, 1993, September 15, 1993, March 1, 1994, June 15, 1994, August 15, 1994, 2 December 1, 1994, August 1, 1995, August 1, 1999, August 15, 1999, January 1, 2000, April 15, 2000, August 1, 2000, March 15, 2001 and May 1, 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 BONDS HERETOFORE ISSUED. WHEREAS, Bonds in the principal amount of Nine billion, ninety-six million five hundred seventeen thousand dollars ($9,096,517,000) have heretofore been issued under the indenture as follows, viz: (1) Bonds of Series A -- Principal Amount $26,016,000, (2) Bonds of Series B -- Principal Amount $23,000,000, (3) Bonds of Series C -- Principal Amount $20,000,000, (4) Bonds of Series D -- Principal Amount $50,000,000, (5) Bonds of Series E -- Principal Amount $15,000,000, (6) Bonds of Series F -- Principal Amount $49,000,000, (7) Bonds of Series G -- Principal Amount $35,000,000, (8) Bonds of Series H -- Principal Amount $50,000,000, (9) Bonds of Series I -- Principal Amount $60,000,000, (10) Bonds of Series J -- Principal Amount $35,000,000, (11) Bonds of Series K -- Principal Amount $40,000,000, (12) Bonds of Series L -- Principal Amount $24,000,000, (13) Bonds of Series M -- Principal Amount $40,000,000, (14) Bonds of Series N -- Principal Amount $40,000,000, (15) Bonds of Series O -- Principal Amount $60,000,000, (16) Bonds of Series P -- Principal Amount $70,000,000, 3 (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, 4 (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, 5 (265) Bonds of 1986 Series C -- Principal Amount $200,000,000, (266) Bonds of 1986 Series A -- Principal Amount $200,000,000, (267) Bonds of 1987 Series B -- Principal Amount $175,000,000, (268) Bonds of Series X -- Principal Amount $100,000,000, (269) Bonds of 1987 Series F -- Principal Amount $200,000,000, (270) Bonds of 1987 Series A -- Principal Amount $300,000,000, (271) Bonds of Series Y -- Principal Amount $60,000,000, (272) Bonds of Series Z -- Principal Amount $100,000,000, (273) Bonds of 1989 Series A -- Principal Amount $300,000,000, (274) Bonds of 1984 Series AP -- Principal Amount $2,400,000, (275) Bonds of 1984 Series BP -- Principal Amount $7,750,000, (276) Bonds of Series R -- Principal Amount $100,000,000, (277) Bonds of Series S -- Principal Amount $150,000,000, (278) Bonds of 1993 Series D -- Principal Amount $100,000,000, (279) Bonds of 1992 Series E -- Principal Amount $50,000,000, (280) Bonds of 1993 Series B -- Principal Amount $50,000,000, (281) Bonds of 1989 Series BP -- Principal Amount $66,565,000, (282) Bonds of 1990 Series A -- Principal Amount $194,649,000 (283) Bonds of 1993 Series G -- Principal Amount $225,000,000 (284) Bonds of 1993 Series K -- Principal Amount $160,000,000 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 6 deposited with the Trustee as a special trust fund to be applied for such purpose; (285-290) 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; (291) 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 fourteen million one hundred ninety-two thousand dollars ($114,192,000) principal amount have heretofore been retired and One hundred forty-two million seven hundred forty thousand dollars ($142,740,000) principal amount are outstanding at the date hereof; (292) Bonds of 1990 Series C in the principal amount of Eighty-five million four hundred seventy-five thousand dollars ($85,475,000) of which Forty-one million twenty-eight thousand dollars ($41,028,000) principal amount have heretofore been retired and Forty-four million four hundred forty-seven thousand dollars ($44,447,000) principal amount are outstanding at the date hereof; (293) 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; (294) 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; (295) 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; (296) 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; (297) 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; 7 (298) 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; (299) 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; (300) 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; (301) Bonds of 1992 Series D in the principal amount of Three hundred million dollars ($300,000,000), of which One hundred thirty million four hundred ninety-five thousand dollars ($130,495,000) principal amount have heretofore been retired and One hundred sixty-nine million, five hundred and five thousand ($169,505,000) principal amount are outstanding at the date hereof; (302) 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; (303) 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; (304) Bonds of 1993 Series C in the principal amount of Two hundred twenty-five million dollars ($225,000,000), of which Eighty-one million six hundred thousand dollars ($81,600,000) principal amount have heretofore been retired and One hundred forty-three million four hundred thousand dollars ($143,400,000) principal amount are outstanding at the date hereof; (305) Bonds of 1993 Series E in the principal amount of Four hundred million dollars ($400,000,000), of which Two hundred twenty-nine million six hundred twenty-five thousand dollars ($229,625,000) principal amount have heretofore been retired and One hundred seventy million three hundred seventy-five thousand dollars ($170,375,000) principal amount are outstanding at the date hereof; (306) 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; 8 (307) Bonds of 1993 Series J in the principal amount of Three hundred million dollars ($300,000,000), of which One hundred twenty-two million three hundred ninety-five thousand dollars ($122,395,000) principal amount have heretofore been retired and One hundred seventy-seven million six hundred and five thousand dollars ($177,605,000) principal amount are outstanding at the date hereof; (308) 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; (309) 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; (310) 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; (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), of which One hundred million dollars ($100,000,000) principal amount have heretofore been retired and One hundred million dollars ($100,000,000) principal amount are outstanding at the date hereof; (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; (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 9 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 Fifty-eight million eight hundred twenty thousand dollars ($58,820,000) principal amount have heretofore been retired and One hundred sixty-one million one hundred eighty thousand dollars ($161,180,000) principal amount are outstanding at the date hereof; (322) Bonds of 2000 Series B in the principal amount of Fifty million seven hundred forty-five thousand dollars ($50,745,000), all of which are outstanding at the date hereof; (323) Bonds of 2001 Series AP in the principal amount of Thirty-one million ($31,000,000), all of which are outstanding at the date hereof; (324) Bonds of 2001 Series BP in the principal amount of Eighty-two million three hundred fifty thousand ($82,350,000) all of which are outstanding at the date hereof; and accordingly, the Company has issued and has presently outstanding Two billion three hundred forty-three million four hundred eighty-seven thousand dollars ($2,343,487,000) aggregate principal amount of its General and Refunding Mortgage Bonds (the "Bonds") at the date hereof; and REASON FOR CREATION OF NEW SERIES. WHEREAS, the Company will enter into a Loan Agreement, dated as of September 1, 2001, with the Michigan Strategic Fund in connection with the issuance of the Collateralized Series 2001C Bonds in order to refund certain pollution control related bonds, and pursuant to such Loan Agreement the Company has agreed to issue its General and Refunding Mortgage Bonds under the Indenture in order 10 further to secure its obligations under such Loan Agreement; and WHEREAS, for such purposes the Company desires to issue a new series of bonds to be issued under the Indenture and to be authenticated and delivered pursuant to Section 8 of Article III of the Indenture; and BONDS TO BE 2001 SERIES CP. WHEREAS, the Company desires by this Supplemental Indenture to create a new series of bonds, to be designated "General and Refunding Mortgage Bonds, 2001 Series CP;" and FURTHER ASSURANCE. WHEREAS, the Original Indenture, by its terms, includes in the property subject to the lien thereof all of the estates and properties, real, personal and mixed, rights, privileges and franchises of every nature and kind and wheresoever situate, then or thereafter owned or possessed by or belonging to the Company or to which it was then or at any time thereafter might be entitled in law or in equity (saving and excepting, however, the property therein specifically excepted or released from the lien thereof), and the Company therein covenanted that it would, upon reasonable request, execute and deliver such further instruments as may be necessary or proper for the better assuring and confirming unto the Trustee all or any part of the trust estate, whether then or thereafter owned or acquired by the Company (saving and excepting, however, property specifically excepted or released from the lien thereof); and AUTHORIZATION OF SUPPLEMENTAL INDENTURE. WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to it under and by virtue of the provisions of the Indenture, and pursuant to resolutions of its Board of Directors has duly resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in the form hereof for the purposes herein provided; and WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized; CONSIDERATION FOR SUPPLEMENTAL INDENTURE. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison Company, in consideration of the premises and of the covenants contained in the Indenture and of the sum of One Dollar ($1.00) and other good and valuable 11 consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trusts under the Original Indenture and in said indentures supplemental thereto as follows: PART I. CREATION OF THREE HUNDRED TWENTY-EIGHTH SERIES OF BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES CP CERTAIN TERMS OF BONDS OF 2001 SERIES CP. SECTION 1. The Company hereby creates the Three hundred twenty-eighth 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, 2001 Series CP" (elsewhere herein referred to as the "bonds of 2001 Series CP"). The aggregate principal amount of bonds of 2001 Series CP shall be limited to One hundred thirty-nine million eight hundred fifty-five thousand dollars (139,855,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds. Each bond of 2001 Series CP is to be irrevocably assigned to, and registered in the name of, Bank One Trust Company, National Association, as trustee, or a successor trustee (said trustee or any successor trustee being hereinafter referred to as the "Strategic Fund Trust Indenture Trustee"), under the Trust Indenture, dated as of September 1, 2001 (hereinafter called the "Strategic Fund Trust Indenture"), between the Michigan Strategic Fund (hereinafter called "Strategic Fund"), and the Strategic Fund Trust Indenture Trustee, to secure payment of the Michigan Strategic Fund Limited Obligation Refunding Revenue Bonds (The Detroit Edison Company Pollution Control Bonds Project), Collateralized Series 2001C (hereinafter called the "Strategic Fund Revenue Bonds"), issued by the Strategic Fund under the Strategic Fund Trust Indenture, the proceeds of which have been provided for the refunding of certain pollution control related bonds which the Company has agreed to refund pursuant to the provisions of the Loan Agreement, dated as of September 1, 12 2001 (hereinafter called the "Strategic Fund Agreement"), between the Company and the Strategic Fund. The bonds of 2001 Series CP shall be issued as registered bonds without coupons in denominations of a multiple of $5,000. The bonds of 2001 Series CP shall be issued in the aggregate principal amount of $139,855,000, shall mature on September 1, 2029 and shall bear interest, payable semi-annually on March 1 and September 1 of each year (commencing March 1, 2002), at the rate of 5.45%, until the principal thereof shall have become due and payable and thereafter until the Company's obligation with respect to the payment of said principal shall have been discharged as provided in the Indenture. The bonds of 2001 Series CP shall be payable as to principal, premium, if any, and interest as provided in the Indenture, but only to the extent and in the manner herein provided. The bonds of 2001 Series CP shall be payable, both as to principal and interest, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. Except as provided herein, each bond of 2001 Series CP shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 1 or September 1 next preceding the date thereof to which interest has been paid on bonds of 2001 Series CP, 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 March 1, 2002, in which case interest shall be payable from September 1, 2001. The bonds of 2001 Series CP 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 denominations of bonds of 2001 Series CP). Until bonds of 2001 Series CP 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 2001 Series CP in temporary form, as provided in Section 10 of Article II of the Indenture. 13 Temporary bonds of 2001 Series CP, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2001 Series CP, but with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be determined by the Company. Bonds of 2001 Series CP shall not be assignable or transferable except as may be required to effect a transfer to any successor trustee under the Strategic Fund Trust Indenture, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under the Strategic Fund Trust Indenture. Any such transfer shall be made upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, together with a written instrument of transfer (if so required by the Company or by the Trustee) in form approved by the Company duly executed by the holder or by its duly authorized attorney. Bonds of 2001 Series CP shall in the same manner be exchangeable for a like aggregate principal amount of bonds of 2001 Series CP upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. The Company waives its rights under Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of 2001 Series CP, during any period of ten days next preceding any redemption date for such bonds. Bonds of 2001 Series CP, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto or as may be specified in the Strategic Fund Agreement. Upon payment of the principal or premium, if any, or interest on the Strategic Fund Revenue Bonds, whether at maturity or prior to maturity by redemption or otherwise, or upon provision for the payment thereof having been made in accordance with Articles I or IV of the Strategic Fund Trust Indenture, bonds of 2001 Series CP in a principal amount equal to the principal amount of the Strategic Fund Revenue Bonds, shall, to the extent of such payment of principal, premium or interest, be deemed fully paid and the obligation of the Company thereunder to make such payment shall forthwith cease and be discharged, and, in the case of the payment of principal and premium, if any, such bonds shall be 14 surrendered for cancellation or presented for appropriate notation to the Trustee. REDEMPTION OF BONDS OF 2001 SERIES CP SECTION 2. Bonds of the 2001 Series CP shall be redeemed on the date and in the respective principal amount which correspond to the redemption date for, and the principal amount to be redeemed of, the Strategic Fund Revenue Bonds. In the event the Company elects to redeem any Strategic Fund Revenue Bonds prior to maturity in accordance with the provisions of the Strategic Fund Trust Indenture, the Company shall on the same date redeem bonds of 2001 Series CP in the principal amount and at the redemption price corresponding to the Strategic Fund Revenue Bonds so redeemed. The Company agrees to give the Trustee notice of any such redemption of bonds of 2001 Series CP on the same date as it gives notice of redemption of Strategic Fund Revenue Bonds to the Strategic Fund Trust Indenture Trustee. REDEMPTION OF BONDS OF 2001 SERIES CP IN EVENT OF ACCELERATION OF STRATEGIC FUND REVENUE BONDS. SECTION 3. In the event of an Event of Default under the Strategic Fund Trust Indenture and the acceleration of all Strategic Fund Revenue Bonds, the bonds of 2001 Series CP shall be redeemable in whole upon receipt by the Trustee of a written demand (hereinafter called a "Redemption Demand") from the Strategic Fund Trust Indenture Trustee stating that there has occurred under the Strategic Fund Trust Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the Strategic Fund Revenue Bonds, specifying the last date to which interest on the Strategic Fund Revenue Bonds has been paid (such date being hereinafter referred to as the "Initial Interest Accrual Date") and demanding redemption of the bonds of said series. The Trustee shall, within five days after receiving such Redemption Demand, mail a copy thereof to the Company marked to indicate the date of its receipt by the Trustee. Promptly upon receipt by the Company of such copy of a Redemption Demand, the Company shall fix a date on which it will redeem the bonds of said series so demanded to be redeemed (hereinafter called the "Demand Redemption Date"). Notice of the date fixed as the Demand Redemption Date shall be mailed by the Company to the Trustee at least ten days prior to such Demand Redemption Date. The date to be fixed by the Company as and for the Demand Redemption Date may be any date up to and including the earlier of (x) the 60th day after receipt by the Trustee of the Redemption Demand or 15 (y) the maturity date of such bonds first occurring following the 20th day after the receipt by the Trustee of the Redemption Demand; provided, however, that if the Trustee shall not have received such notice fixing the Demand Redemption Date on or before the 10th day preceding the earlier of such dates, the Demand Redemption Date shall be deemed to be the earlier of such dates. The Trustee shall mail notice of the Demand Redemption Date (such notice being hereinafter called the "Demand Redemption Notice") to the Strategic Fund Trust Indenture Trustee not more than ten nor less than five days prior to the Demand Redemption Date. Each bond of 2001 Series CP shall be redeemed by the Company on the Demand Redemption Date therefore upon surrender thereof by the Strategic Fund Trust Indenture Trustee to the Trustee at a redemption price equal to the principal amount thereof plus accrued interest thereon at the rate specified for such bond from the Initial Interest Accrual Date to the Demand Redemption Date plus an amount equal to the aggregate premium, if any, due and payable on such Demand Redemption Date on all Strategic Fund Revenue Bonds; provided, however, that in the event of a receipt by the Trustee of a notice that, pursuant to Section 604 of the Strategic Fund Trust Indenture, the Strategic Fund Trust Indenture Trustee has terminated proceedings to enforce any right under the Strategic Fund Trust Indenture, then any Redemption Demand shall thereby be rescinded by the Strategic Fund Trust Indenture Trustee, and no Demand Redemption Notice shall be given, or, if already given, shall be automatically annulled; but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Anything herein contained to the contrary notwithstanding, the Trustee is not authorized to take any action pursuant to a Redemption Demand and such Redemption Demand shall be of no force or effect, unless it is executed in the name of the Strategic Fund Trust Indenture Trustee by its President or one of its Vice Presidents. FORM OF BONDS OF 2001 SERIES CP. SECTION 4. The bonds of 2001 Series CP and the form of Trustee's Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively: 16 [FORM OF FACE OF BOND] THE DETROIT EDISON COMPANY GENERAL AND REFUNDING MORTGAGE BOND 2001 SERIES CP, 5.45%, DUE SEPTEMBER 1, 2029 Notwithstanding any provisions hereof or in the Indenture, this bond is not assignable or transferable except as may be required to effect a transfer to any successor trustee under the Trust Indenture, dated as of September 1, 2001 between the Michigan Strategic Fund and Bank One Trust Company, National Association, as trustee, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under said Trust Indenture. $............................. No. .................... THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to the Michigan Strategic Fund, or registered assigns, at the Company's office or agency in the Borough of Manhattan, The City and State of New York, the principal sum of dollars ($ ) in lawful money of the United States of America on the date specified in the title hereof and interest thereon at the rate specified in the title hereof, in like lawful money, from September 1, 2001, and after the first payment of interest on bonds of this Series has been made or otherwise provided for, from the most recent date to which interest has been paid or otherwise provided for, semi-annually on March 1 and September 1 of each year (commencing March 1, 2002), until the Company's obligation with respect to payment of said principal shall have been discharged, all as provided, to the extent and in the manner specified in the Indenture hereinafter mentioned on the reverse hereof and in the supplemental indenture pursuant to which this bond has been issued. Under a Trust Indenture, dated as of September 1, 2001 (hereinafter called the "Strategic Fund Trust Indenture"), between the Michigan Strategic Fund (hereinafter called "Strategic Fund"), and Bank One Trust Company, National Association, as trustee (hereinafter called the "Strategic Fund Trust Indenture Trustee"), the Strategic Fund has issued Limited Obligation Refunding Revenue Bonds (The Detroit Edison Company Pollution Control Bonds Project), Collateralized Series 2001C (hereinafter called the "Strategic 17 Fund Revenue Bonds"). This bond was originally issued to the Strategic Fund and simultaneously irrevocably assigned to the Strategic Fund Trust Indenture Trustee so as to secure the payment of the Strategic Fund Revenue Bonds. Payments of principal of, or premium, if any, or interest on, Strategic Fund Revenue Bonds shall constitute like payments on this bond as further provided herein and in the supplemental indenture pursuant to which this bond has been issued. Reference is hereby made to such 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. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed by its Vice President and Treasurer, with his manual or facsimile signature, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Assistant Corporate Secretary by manual or facsimile signature. Dated: THE DETROIT EDISON COMPANY By ...................................... Vice President and Treasurer [SEAL] Attest: ..................................... Assistant Corporate Secretary 18 [FORM OF REVERSE OF BOND] This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds known as 2001 Series CP, limited to an aggregate principal amount of $139,855,000, except as otherwise provided in the Indenture hereinafter mentioned. This bond and all other bonds of said series are issued and to be issued under, and are all equally and ratably secured (except insofar as any sinking, amortization, improvement or analogous fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and except as provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as of October 1, 1924, duly executed by the Company to First Chicago Trust Company of New York, as successor in interest to Bankers Trust Company, a corporation of the State of New York, as Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of August 15, 2001) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of August 15, 2001, are hereinafter collectively called the "Indenture"). As provided in the Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected by the action proposed to be taken, then also by affirmative vote of at least eighty-five percent (85%) in amount of the series of bonds so to be 19 affected (excluding in every instance bonds disqualified from voting by reason of the Company's interest therein as specified in the Indenture); provided, however, that, without the consent of the holder hereof, no such modification or alteration shall, among other things, affect the terms of payment of the principal of or the interest on this bond, which in those respects is unconditional. This bond is redeemable upon the terms and conditions set forth in the Indenture, including provision for redemption upon demand of the Strategic Fund Trust Indenture Trustee following the occurrence of an Event of Default under the Strategic Fund Trust Indenture and the acceleration of the principal of the Strategic Fund Revenue Bonds. Under the Indenture, funds may be deposited with the Trustee (which shall have become available for payment), in advance of the redemption date of any of the bonds of 2001 Series CP (or portions thereof), in trust for the redemption of such bonds (or portions thereof) and the interest due or to become due thereon, and thereupon all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and such interest shall cease and be discharged, and the holders thereof shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or with respect to such bonds (or portions thereof) and interest. In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. Upon payment of the principal of, or premium, if any, or interest on, the Strategic Fund Revenue Bonds, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Articles I or IV of the Strategic Fund Trust Indenture, bonds of 2001 Series CP in a principal amount equal to the principal amount of such Strategic Fund Revenue Bonds and having both a corresponding maturity date and interest rate shall, to the extent of such payment of principal, premium or interest, be deemed fully paid and the obligation of the Company thereunder to make such payment shall forthwith cease and be discharged, and, in the case of the payment of principal and premium, if any, such bonds of said 20 series shall be surrendered for cancellation or presented for appropriate notation to the Trustee. This bond is not assignable or transferable except as may be required to effect a transfer to any successor trustee under the Strategic Fund Trust Indenture, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under the Strategic Fund Trust Indenture. Any such transfer shall be made by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, The City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new registered bond of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, and this bond with others in like form may in like manner be exchanged for one or more new bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and upon payment, in any event, of the charges prescribed in the Indenture. No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any indenture supplemental thereto, against any incorporator, or against any past, present or future stockholder, director or officer, as such, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture. 21 [FORM OF TRUSTEE'S CERTIFICATE] FORM OF TRUSTEE'S CERTIFICATE. This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture. FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Trustee By .......................................... Authorized Officer PART II. RECORDING AND FILING DATA RECORDING AND FILING OF The Original Indenture and indentures supplemental ORIGINAL INDENTURE. thereto have been recorded and/or filed and Certificates of Provision for Payment have been recorded as hereinafter set forth. The Original Indenture has been recorded as a real estate mortgage and filed as a chattel mortgage in the offices of the respective Registers of Deeds of certain counties in the State of Michigan as set forth in the Supplemental Indenture dated as of September 1, 1947, has been recorded as a real estate mortgage in the office of the Register of Deeds of Genesee County, Michigan as set forth in the Supplemental Indenture dated as of May 1, 1974, has been filed in the Office of the Secretary of State of Michigan on November 16, 1951 and has been filed and recorded in the office of the Interstate Commerce Commission on December 8, 1969. RECORDING AND FILING OF Pursuant to the terms and provisions of the SUPPLEMENTAL Original Indenture, indentures supplemental thereto INDENTURES. heretofore entered into have been recorded as a real estate mortgage and/or filed as a chattel mortgage or as a financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission, as set forth in supplemental indentures as follows:

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

22

RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- February 1, 1931 (a)(b)............. Series D Bonds February 1, 1940 June 1, 1931 (a)(b)............. Subject Properties February 1, 1940 October 1, 1932 (a)(b)............. Series E Bonds February 1, 1940 September 25, 1935 (a)(b)............. Series F Bonds February 1, 1940 September 1, 1936 (a)(b)............. Series G Bonds February 1, 1940 November 1, 1936 (a)(b)............. Subject Properties February 1, 1940 February 1, 1940 (a)(b)............. Subject Properties September 1, 1947 December 1, 1940 (a)(b)............. Series H Bonds and September 1, 1947 Additional Provisions September 1, 1947 (a)(b)(c).......... Series I Bonds, Subject November 15, 1951 Properties and Additional Provisions March 1, 1950 (a)(b)(c).......... Series J Bonds and November 15, 1951 Additional Provisions November 15, 1951 (a)(b)(c).......... Series K Bonds Additional January 15, 1953 Provisions and Subject Properties January 15, 1953 (a)(b)............. Series L Bonds May 1, 1953 May 1, 1953(a)....... Series M Bonds and Subject March 15, 1954 Properties March 15, 1954 (a)(c)............. Series N Bonds and Subject May 15, 1955 Properties May 15, 1955 (a)(c)............. Series O Bonds and Subject August 15, 1957 Properties August 15, 1957 (a)(c)............. Series P Bonds Additional June 1, 1959 Provisions and Subject Properties June 1, 1959 (a)(c)............. Series Q Bonds and Subject December 1, 1966 Properties December 1, 1966 (a)(c)............. Series R Bonds Additional October 1, 1968 Provisions and Subject Properties

23

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

24

RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- July 1, 1977......... Series NNP Nos. 1-7 Bonds October 1, 1977 and Subject Properties October 1, 1977...... Series GGP Nos. 8-22 Bonds June 1, 1978 and Series OOP Nos. 1-17 Bonds and Subject Properties June 1, 1978......... Series PP Bonds, Series QQP October 15, 1978 Nos. 1-9 Bonds and Subject Properties October 15, 1978..... Series RR Bonds and Subject March 15, 1979 Properties March 15, 1979....... Series SS Bonds and Subject July 1, 1979 Properties July 1, 1979......... Series IIP Nos. 8-22 Bonds, September 1, 1979 Series NNP Nos. 8-21 Bonds and Series TTP Nos. 1-15 Bonds and Subject Properties September 1, 1979.... Series JJP No. 8 Bonds, September 15, 1979 Series KKP No. 8 Bonds, Series LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series OOP No. 18 Bonds and Subject Properties September 15, 1979... Series UU Bonds January 1, 1980 January 1, 1980...... 1980 Series A Bonds and April 1, 1980 Subject Properties April 1, 1980........ 1980 Series B Bonds August 15, 1980 August 15, 1980...... Series QQP Nos. 10-19 Bonds, August 1, 1981 1980 Series CP Nos. 1-12 Bonds and 1980 Series DP No. 1-11 Bonds and Subject Properties August 1, 1981....... 1980 Series CP Nos. 13-25 November 1, 1981 Bonds and Subject Properties November 1, 1981..... 1981 Series AP Nos. 1-12 June 30, 1982 Bonds June 30, 1982........ Article XIV Reconfirmation August 15, 1982 August 15, 1982...... 1981 Series AP Nos. 13-14 June 1, 1983 and Subject Properties June 1, 1983......... 1981 Series AP Nos. 15-16 October 1, 1984 and Subject Properties

25

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

26

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 1989 February 15, 1990 Series BP February 15, 1990.... 1990 Series A, 1990 Series November 1, 1990 B, 1990 Series C, 1990 Series D, 1990 Series E and 1990 Series F November 1, 1990..... Series KKP No. 12 April 1, 1991 April 1, 1991........ 1991 Series AP May 1, 1991 May 1, 1991.......... 1991 Series BP and 1991 May 15, 1991 Series CP 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 November 30, 1992.... 1992 Series E and 1993 March 15, 1993 Series D December 15, 1992.... Series KKP No. 14 and 1989 March 15, 1992 Series BP No. 2 January 1, 1993...... 1993 Series C April 1, 1993 March 1, 1993........ 1993 Series E June 30, 1993

27

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

- ------------------------- (a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission filing and recordation information. (b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan filing information. (c) See Supplemental Indenture dated as of May 1, 1974 for County of Genesee, Michigan recording and filing information. 28 RECORDING OF CERTIFICATES OF PROVISION FOR PAYMENT. All the bonds of Series A which were issued under the Original Indenture dated as of October 1, 1924, and of Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-9, LLP Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU, 1980 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981 Series AP Nos. 1-16, 1984 Series AP, 1984 Series BP, 1985 Series A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP, MMP No. 2, 1989 Series A 1990 Series A, 1993 Series D, 1993 Series G and 1993 Series H which were issued under Supplemental Indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, December 1, 1940, September 1, 1947, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, December 15, 1970, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, February 1, 1976, June 15, 1976, July 15, 1976, October 1, 1977, March 1, 1977, July 1, 1979, March 1, 1977, March 1, 1977, March 1, 1977, September 1, 1979, July 1, 1977, July 1, 1979, September 15, 1979, October 1, 1977, June 1, 1978, October 1, 1977, July 1, 1979, January 1, 1980, August 15, 1980, November 1, 1981, October 1, 1984, May 1, 1985, May 15, 1985, January 31, 1987, June 1, 1978, October 15, 1978, December 15, 1975, February 15, 1977, September 1, 1979, June 15, 1989 February 15, 1990 and March 15, 1993 April 26, 1992 and September 15, 1992 have matured or have been called for redemption and funds sufficient for such payment or redemption have been irrevocably deposited with the Trustee for that purpose; and Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8. PART III. THE TRUSTEE. TERMS AND CONDITIONS OF ACCEPTANCE OF TRUST BY TRUSTEE. The Trustee hereby accepts the trust hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Original Indenture, as amended to date and as supplemented by this Supplemental Indenture, and in this 29 Supplemental Indenture set forth, and upon the following terms and conditions: The Trustee shall not be responsible in any manner whatsoever for and in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. PART IV. MISCELLANEOUS. CONFIRMATION OF SECTION 318(C) OF TRUST INDENTURE ACT. Except to the extent specifically provided therein, no provision of this supplemental indenture or any future supplemental indenture is intended to modify, and the parties do hereby adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act which amend and supercede provisions of the Indenture in effect prior to November 15, 1990. EXECUTION IN COUNTERPARTS. THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT. TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND 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 ---------------------- N.A. Khouri Vice President Treasurer 30 EXECUTION. Attest: --------------------------------------- Jack L. Somers Assistant Corporate Secretary Signed, sealed and delivered by THE DETROIT EDISON COMPANY, in the presence of --------------------------------------- K. Hier --------------------------------------- Wayne Ginste, Jr. STATE OF MICHIGAN SS.: COUNTY OF WAYNE ACKNOWLEDGMENT OF EXECUTION BY COMPANY. On this 31st day of August, 2001, before me, the subscriber, a Notary Public within and for the County of Wayne, in the State of Michigan, personally appeared N.A. Khouri, to me personally known, who, being by me duly sworn, did say that he does business at 2000 2nd Avenue, Detroit, Michigan 48226 and is the Vice President Treasurer of THE DETROIT EDISON COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said N.A. Khouri, acknowledged said instrument to be the free act and deed of said corporation. ------------------------------------------------ (Notarial Seal) 31 FIRST CHICAGO TRUST COMPANY OF New York, (Corporate Seal) By --------------------------------- Steven M. Wagner Vice President Attest: --------------------------------------- Signed, sealed and delivered by FIRST CHICAGO TRUST COMPANY of New York, in the presence of --------------------------------------- --------------------------------------- STATE OF ILLINOIS SS.: COUNTY OF COOK ACKNOWLEDGMENT OF EXECUTION BY TRUSTEE. On this day of , 2001, before me, the subscriber, a Notary Public within and for the County of Cook, in the State of Illinois, personally appeared Steven M. Wagner, to me personally known, who, being by me duly sworn, did say that his business office is located at 1 Bank One Plaza, Chicago, Illinois, and he is a 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 Steven Wagner acknowledged said instrument to be the free act and deed of said corporation. ------------------------------------------------ (Notarial Seal) 32 STATE OF MICHIGAN SS.: COUNTY OF WAYNE AFFIDAVIT AS TO CONSIDERATION AND GOOD FAITH. N.A. Khouri, being duly sworn, says: that he is the Vice President and Treasurer of THE DETROIT EDISON COMPANY, the Mortgagor named in the foregoing instrument, and that he has knowledge of the facts in regard to the making of said instrument and of the consideration therefor; that the consideration for said instrument was and is actual and adequate, and that the same was given in good faith for the purposes in such instrument set forth. ------------------------------------------------ N.A. Khouri Sworn to before me this 31st day of August, 2001 This instrument was drafted by Frances B. Rohlman, Esq., 2000 2nd Avenue, Detroit, Michigan 48226 EX-4.228 4 k65470ex4-228.txt SUPPLEMENTAL INDENTURE DATED SEPTEMBER 15, 2001 INDENTURE DATED AS OF SEPTEMBER 15, 2001 ------------------------ THE DETROIT EDISON COMPANY (2000 2ND AVENUE, DETROIT, MICHIGAN 48226) TO FIRST CHICAGO TRUST COMPANY OF NEW YORK (14 WALL STREET, NEW YORK, NEW YORK 10005) AS TRUSTEE ------------------------ SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST DATED AS OF OCTOBER 1, 1924 PROVIDING FOR (A) GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES D AND GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES E AND (B) RECORDING AND FILING DATA. TABLE OF CONTENTS*

PAGE ---- PARTIES.........................................................................................1 RECITALS........................................................................................1 Original Indenture and Supplementals...................................................1 Issue of Bonds Under Indenture.........................................................2 Bonds Heretofore Issued................................................................2 Reason for Creation of New Series.....................................................12 Bonds to be 2001 Series D and 2001 Series E...........................................12 Further Assurance.....................................................................12 Authorization of Supplemental Indenture...............................................13 Consideration for Supplemental Indenture..............................................13 PART I. CREATION OF THREE HUNDRED TWENTY-NINTH SERIES OF BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES D..................................................................13 Sec. 1. Terms of Bonds of 2001 Series D.............................................13 Release.....................................................................13 Sec. 2. Redemption of Bonds of 2001 Series D........................................13 Sec. 3. Redemption of Bonds of 2001 Series D in event of acceleration of Notes......13 Sec. 4. Form of Bonds of 2001 Series D..............................................13 Form of Trustee's Certificate...............................................13 PART II. CREATION OF THREE HUNDRED THIRTIETH SERIES OF BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES E..................................................................13 Sec. 1. Terms of Bonds of 2001 Series E.............................................13 Release.....................................................................13 Sec. 2. Redemption of Bonds of 2001 Series E........................................13 Sec. 3. Redemption of Bonds of 2001 Series E in event of acceleration of Notes......13 Sec. 4. Form of Bonds of 2001 Series E..............................................13 Form of Trustee's Certificate...............................................13 PART III. RECORDING AND FILING DATA............................................................13 Recording and Filing of Original Indenture............................................13 Recording and Filing of Supplemental Indentures.......................................13 Recording of Certificates of Provision for Payment....................................13 PART IV. THE TRUSTEE...........................................................................13 Terms and Conditions of Acceptance of Trust by Trustee................................13 PART V. MISCELLANEOUS..........................................................................13 Confirmation of Section 318(c) of Trust Indenture Act.................................13

Execution in Counterparts.............................................................13 Testimonium...........................................................................13 Execution.............................................................................13 Acknowledgment of Execution by Company................................................13 Acknowledgment of Execution by Trustee................................................13 Affidavit as to Consideration and Good Faith..........................................13 - ------------------ * This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture. ii PARTIES. SUPPLEMENTAL INDENTURE, dated as of the 15th day of September, in the year 2001, 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 INDENTURE AND WHEREAS, the Company has heretofore executed and SUPPLEMENTALS. delivered its Mortgage and Deed of Trust (hereinafter referred to as the "Original Indenture"), dated as of October 1, 1924, to the Trustee, for the security of all bonds of the Company outstanding thereunder, and pursuant to the terms and provisions of the Original Indenture, indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, June 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, November 1, 1936, February 1, 1940, December 1, 1940, September 1, 1947, March 1, 1950, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1966, October 1, 1968, December 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, December 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976, February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1, 1979, September 1, 1979, September 15, 1979, January 1, 1980, April 1, 1980, August 15, 1980, August 1, 1981, November 1, 1981, June 30, 1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986, January 31, 1987, April 1, 1987, August 15, 1987, November 30, 1987, June 15, 1989, July 15, 1989, December 1, 1989, February 15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September 1, 1991, November 1, 1991, January 15, 1992, February 29, 1992, April 15, 1992, July 15, 1992, July 31, 1992, November 30, 1992, December 15, 1992, January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26, 1993, May 31, 1993, June 30, 1993, June 30, 1993, September 15, 1993, March 1, 1994, June 15, 1994, August 15, 1994, December 1, 1994, August 1, 1995, August 1, 1999, August 15, 1999 and January 1, 2000, April 15, 2000, August 1, 2000, March 15, 2001, May 1, 2001 and August 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 BONDS WHEREAS, the Indenture provides that said bonds UNDER INDENTURE. shall be issuable in one or more series, and makes provision that the rates of interest and dates for the payment thereof, the date of maturity or dates of maturity, if of serial maturity, the terms and rates of optional redemption (if redeemable), the forms of registered bonds without coupons of any series and any other provisions and agreements in respect thereof, in the Indenture provided and permitted, as the Board of Directors may determine, may be expressed in a supplemental indenture to be made by the Company to the Trustee thereunder; and BONDS HERETOFORE ISSUED. WHEREAS, bonds in the principal amount of Nine billion two hundred thirty-six million three hundred seventy-two thousand dollars ($9,236,372,000) have heretofore been issued under the indenture as follows, viz: 2 (1) Bonds of -- Principal Amount $26,016,000, Series A (2) Bonds of -- Principal Amount $23,000,000, Series B (3) Bonds of -- Principal Amount $20,000,000, Series C (4) Bonds of -- Principal Amount $50,000,000, Series D (5) Bonds of -- Principal Amount $15,000,000, Series E (6) Bonds of -- Principal Amount $49,000,000, Series F (7) Bonds of -- Principal Amount $35,000,000, Series G (8) Bonds of -- Principal Amount $50,000,000, Series H (9) Bonds of -- Principal Amount $60,000,000, Series I (10) Bonds of -- Principal Amount $35,000,000, Series J (11) Bonds of -- Principal Amount $40,000,000, Series K (12) Bonds of -- Principal Amount $24,000,000, Series L (13) Bonds of -- Principal Amount $40,000,000, Series M (14) Bonds of -- Principal Amount $40,000,000, Series N (15) Bonds of -- Principal Amount $60,000,000, Series O (16) Bonds of -- Principal Amount $70,000,000, Series P (17) Bonds of -- Principal Amount $40,000,000, Series Q (18) Bonds of -- Principal Amount $50,000,000, Series W (19) Bonds of -- Principal Amount $100,000,000, Series AA (20) Bonds of -- Principal Amount $50,000,000, Series BB (21) Bonds of -- Principal Amount $50,000,000, Series CC (22) Bonds of -- Principal Amount $100,000,000, Series UU (23-31) Bonds of -- Principal Amount $14,305,000, Series DDP Nos. 1-9 (32-45) Bonds of -- Principal Amount $45,600,000, Series FFR 3 Nos. 1-14 (46-67) Bonds of -- Principal Amount $42,300,000, Series GGP Nos. 1-22 (68) Bonds of -- Principal Amount $50,000,000, Series HH (69-90) Bonds of -- Principal Amount $3,750,000, Series IIP Nos. 1-22 (91-98) Bonds of -- Principal Amount $6,850,000, Series JJP Nos. 1-8 (99-107) Bonds of -- Principal Amount $34,890,000, Series KKP Nos. 1-9 (108-122) Bonds of -- Principal Amount $8,850,000, Series LLP Nos. 1-15 (123-143) Bonds of -- Principal Amount $47,950,000, Series NNP Nos. 1-21 (144-161) Bonds of -- Principal Amount $18,880,000, Series OOP Nos. 1-18 (162-180) Bonds of -- Principal Amount $13,650,000, Series QQP Nos. 1-19 (181-195) Bonds of -- Principal Amount $3,800,000, Series TTP Nos. 1-15 (196) Bonds of 1980 -- Principal Amount $50,000,000, Series A (197-221) Bonds of 1980 -- Principal Amount $35,000,000, Series CP Nos. 1-25 (222-232) Bonds of 1980 -- Principal Amount $10,750,000, Series DP Nos. 1-11 (233-248) Bonds of 1981 -- Principal Amount $124,000,000, Series AP Nos. 1-16 (249) Bonds of 1985 -- Principal Amount $35,000,000, Series A (250) Bonds of 1985 -- Principal Amount $50,000,000, 4 Series B (251) Bonds of -- Principal Amount $70,000,000, Series PP (252) Bonds of -- Principal Amount $70,000,000, Series RR (253) Bonds of -- Principal Amount $50,000,000, Series EE (254-255) Bonds of -- Principal Amount $5,430,000, Series MMP and MMP No. 2 (256) Bonds of -- Principal Amount $75,000,000, Series T (257) Bonds of -- Principal Amount $75,000,000, Series U (258) Bonds of 1986 -- Principal Amount $100,000,000, Series B (259) Bonds of 1987 -- Principal Amount $250,000,000, Series D (260) Bonds of 1987 -- Principal Amount $150,000,000, Series E (261) Bonds of 1987 -- Principal Amount $225,000,000, Series C (262) Bonds of -- Principal Amount $100,000,000, Series V (263) Bonds of -- Principal Amount $150,000,000, Series SS (264) Bonds of 1980 -- Principal Amount $100,000,000, Series B (265) Bonds of 1986 -- Principal Amount $200,000,000, Series C (266) Bonds of 1986 -- Principal Amount $200,000,000, Series A (267) Bonds of 1987 -- Principal Amount $175,000,000, Series B (268) Bonds of -- Principal Amount $100,000,000, Series X (269) Bonds of 1987 -- Principal Amount $200,000,000, Series F 5 (270) Bonds of 1987 -- Principal Amount $300,000,000, Series A (271) Bonds of -- Principal Amount $60,000,000, Series Y (272) Bonds of -- Principal Amount $100,000,000, Series Z (273) Bonds of 1989 -- Principal Amount $300,000,000, Series A (274) Bonds of 1984 -- Principal Amount $2,400,000, Series AP (275) Bonds of 1984 -- Principal Amount $7,750,000, Series BP (276) Bonds of -- Principal Amount $100,000,000, Series R (277) Bonds of -- Principal Amount $150,000,000, Series S (278) Bonds of 1993 -- Principal Amount $100,000,000, Series D (279) Bonds of 1992 -- Principal Amount $50,000,000, Series E (280) Bonds of 1993 -- Principal Amount $50,000,000, Series B (281) Bonds of 1989 -- Principal Amount $66,565,000, Series BP (282) Bonds of 1990 -- Principal Amount $194,649,000 Series A (283) Bonds of 1993 -- Principal Amount $225,000,000 Series G (284) Bonds of 1993 -- Principal Amount $160,000,000 Series K (285) Bonds of 1991 -- Principal Amount $41,480,000 Series EP 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 6 been deposited with the Trustee as a special trust fund to be applied for such purpose; (286-291) 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; (292) 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 fourteen million one hundred ninety-two thousand dollars ($114,192,000) principal amount have heretofore been retired and One hundred forty-two million seven hundred forty thousand dollars ($142,740,000) principal amount are outstanding at the date hereof; (293) Bonds of 1990 Series C in the principal amount of Eighty-five million four hundred seventy-five thousand dollars ($85,475,000) of which Forty-one million twenty-eight thousand dollars ($41,028,000) principal amount have heretofore been retired and Forty-four million four hundred forty-seven thousand dollars ($44,447,000) principal amount are outstanding at the date hereof; (294) 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; (295) 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; (296) Bonds of 1991 Series CP in the principal amount of Thirty-two million eight hundred thousand dollars 7 ($32,800,000), all of which are outstanding at the date hereof; (297) 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; (298) 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; (299) 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; (300) 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; (301) Bonds of 1992 Series D in the principal amount of Three hundred million dollars ($300,000,000), of which One hundred thirty million four hundred ninety-five thousand dollars ($130,495,000) principal amount have heretofore been retired and One hundred sixty-nine million five hundred and five thousand ($169,505,000) principal amount are outstanding at the date hereof; (302) 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; (303) 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; 8 (304) Bonds of 1993 Series C in the principal amount of Two hundred twenty-five million dollars ($225,000,000), of which Eighty-one million six hundred thousand dollars ($81,600,000,000) principal amount have heretofore been retired and One hundred forty-three million four hundred thousand dollars ($143,400,000) principal amount are outstanding at the date hereof; (305) Bonds of 1993 Series E in the principal amount of Four hundred million dollars ($400,000,000), of which Two hundred twenty-nine million six hundred twenty-five thousand dollars ($229,625,000) principal amount have heretofore been retired and One hundred seventy million three hundred seventy-five thousand dollars ($170,375,000) principal amount are outstanding at the date hereof; (306) 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; (307) Bonds of 1993 Series J in the principal amount of Three hundred million dollars ($300,000,000), of which One hundred twenty-two million three hundred ninety-five thousand dollars ($122,395,000) principal amount have heretofore been retired and One hundred seventy-seven million six hundred and five thousand dollars ($177,605,000) principal amount are outstanding at the date hereof; (308) 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; (309) 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; (310) Bonds of 1993 Series H in the principal amount of 9 Fifty million dollars ($50,000,000), 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), of which One hundred million dollars ($100,000,000) principal amount have heretofore been retired and One hundred million dollars ($100,000,000) principal amount are outstanding at the date hereof; (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; (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; 10 (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 Fifty-eight million eight hundred twenty thousand dollars ($58,820,000) principal amount have heretofore been retired and One hundred sixty-one million one hundred eighty thousand dollars ($161,180,000) principal amount are outstanding at the date hereof; (322) Bonds of 2000 Series B in the principal amount of Fifty million seven hundred forty-five thousand dollars ($50,745,000), all of which are outstanding at the date hereof; (323) Bonds of 2001 Series AP in the principal amount of Thirty-one million ($31,000,000), all of which are outstanding at the date hereof; (324) Bonds of 2001 Series BP in the principal amount of Eighty-two million three hundred fifty thousand ($82,350,000) all of which are outstanding at the date hereof; (325) Bonds of 2001 Series CP in the principal amount of One hundred thirty-nine million eight hundred fifty-five thousand dollars ($139,855,000) all of which are outstanding at the date hereof; and 11 accordingly, the Company has issued and has presently outstanding Two billion four hundred forty-one million eight hundred sixty-two thousand dollars ($2,441,862,000) aggregate principal amount of its General and Refunding Mortgage Bonds (the "Bonds") at the date hereof; and REASON FOR CREATION WHEREAS, the Company intends to issue the series of OF NEW SERIES. Notes under the Note Indenture herein referred to, and, pursuant to the Note Indenture, the Company has agreed to issue its General and Refunding Mortgage Bonds under the Indenture in order further to secure its obligations with respect to the Notes; and BONDS TO BE 2001 WHEREAS, for such purpose the Company desires by this SERIES D AND 2001 Supplemental Indenture to create two new series of SERIES E. bonds, to be designated "General and Refunding Mortgage Bonds, 2001 Series D" and "General and Refunding Mortgage Bonds, 2001 Series E", respectively, in the aggregate principal amount of Two Hundred million dollars ($200,000,000) and Five Hundred million dollars ($500,000,000), respectively, to be authenticated and delivered pursuant to Section 8 of Article III of the Indenture; and FURTHER ASSURANCE. WHEREAS, the Original Indenture, by its terms, includes in the property subject to the lien thereof all of the estates and properties, real, personal and mixed, rights, privileges and franchises of every nature and kind and wheresoever situate, then or thereafter owned or possessed by or belonging to the Company or to which it was then or at any time thereafter might be entitled in law or in equity (saving and excepting, however, the property therein specifically excepted or released from the lien thereof), and the Company therein covenanted that it would, upon reasonable request, execute and deliver such further instruments as may be necessary or proper for the better assuring and confirming unto the Trustee all or any part of the trust estate, whether then or thereafter owned or acquired by the Company (saving and excepting, however, property specifically excepted or released from the lien thereof); 12 and AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers SUPPLEMENTAL and authority conferred upon and reserved to it under INDENTURE. and by virtue of the provisions of the Indenture, and pursuant to resolutions of its Board of Directors has duly resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in the form hereof for the purposes herein provided; and WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized; CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The SUPPLEMENTAL Detroit Edison Company, in consideration of the INDENTURE. premises and of the covenants contained in the Indenture and of the sum of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trusts under the Original Indenture and in said indentures supplemental thereto as follows: PART I. CREATION OF THREE HUNDRED TWENTY-NINTH SERIES OF BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES D TERMS OF BONDS OF SECTION 1. The Company hereby creates the 2001 SERIES D. three hundred twenty-ninth 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, 2001 Series D" (elsewhere herein referred to as the "bonds of 2001 13 Series D"). The aggregate principal amount of bonds of 2001 Series D shall be limited to Two hundred million dollars ($200,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds, and except further that the Company may, without the consent of the holders of the bonds of 2001 Series D, "reopen" the bonds of 2001 Series D so as to increase the aggregate principal amount outstanding to equal the aggregate principal amount of Notes outstanding upon a "reopening" of such series, so long as any additional bonds of 2001 Series D have the same tenor and terms as the bonds of 2001 Series D established hereby. Subject to the release provisions set forth below, each bond of 2001 Series D is to be irrevocably assigned to, and registered in the name of, Bank One Trust Company, National Association, as trustee, or a successor trustee (said trustee or any successor trustee being hereinafter referred to as the "Note Indenture Trustee"), under the collateral trust indenture, dated as of June 30, 1993 (the "Note Indenture"), as supplemented, between the Note Indenture Trustee and the Company, to secure payment of the Company's 5.050% Senior Notes due 2005 (for purposes of this Part, the "Notes"). The bonds of 2001 Series D shall be issued as registered bonds without coupons in denominations of a multiple of $1,000. The bonds of 2001 Series D shall be issued in the aggregate principal amount of $200,000,000, shall mature on October 1, 2005 (subject to earlier redemption or release) and shall bear interest at the rate of 5.050% per annum, payable semiannually in arrears on April 1 and October 1 of each year (commencing April 1, 2002), until the principal thereof shall have become due and payable and thereafter until the Company's obligation with respect to the payment of said principal shall have been discharged as provided in the Indenture. The bonds of 2001 Series D shall be payable as to 14 principal, premium, if any, and interest as provided in the Indenture, but only to the extent and in the manner herein provided. The bonds of 2001 Series D shall be payable, both as to principal and interest, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. Except as provided herein, each bond of 2001 Series D shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the April 1 or October 1 next preceding the date thereof to which interest has been paid on bonds of 2001 Series D, unless the bond is authenticated on a date to which interest has been paid, in which case interest shall be payable from the date of authentication, or unless the date of authentication is prior to April 1, 2002, in which case interest shall be payable from October 10, 2001. The bonds of 2001 Series D in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered 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 2001 Series D). Until bonds of 2001 Series D in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver in lieu thereof, bonds of 2001 Series D in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2001 Series D, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2001 Series D, but without a recital of redemption prices and with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be 15 determined by the Company. Interest on any bond of 2001 Series D 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 fifteenth calendar day (whether or not a business day) next preceding such interest payment date. If the Company shall default in the payment of the interest due on any interest payment date on the principal represented by any bond of 2001 Series D, such defaulted interest shall forthwith cease to be payable to the registered holder of that bond on the relevant regular record date by virtue of his having been such holder, and such defaulted interest may be paid to the registered holder of that bond (or any bond or bonds of 2001 Series D issued upon transfer or exchange thereof) on the date of payment of such defaulted interest or, at the election of the Company, to the person in whose name that bond (or any bond or bonds of 2001 Series D issued upon transfer or exchange thereof) is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of bonds of 2001 Series D not less than ten (10) days preceding such subsequent record date, which subsequent record date shall be at least five (5) days prior to the payment date of such defaulted interest. Bonds of 2001 Series D shall not be assignable or transferable except as may be set forth under Section 405 of the Note Indenture or in the supplemental indenture relating to the Notes, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under the Note Indenture. Any such transfer shall be made upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, together with a written instrument of transfer (if 16 so required by the Company or by the Trustee) in form approved by the Company duly executed by the holder or by its duly authorized attorney. Bonds of 2001 Series D shall in the same manner be exchangeable for a like aggregate principal amount of bonds of 2001 Series D upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. The Company waives its rights under Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of 2001 Series D during any period of ten days next preceding any redemption date for such bonds. Bonds of 2001 Series D, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto or as may be specified in the Note Indenture. Upon payment of the principal or premium, if any, or interest on the Notes, whether at maturity or prior to maturity by redemption or otherwise, or upon provision for the payment thereof having been made in accordance with Article V of the Note Indenture, bonds of 2001 Series D in a principal amount equal to the principal amount of such Notes, shall, to the extent of such payment of principal, premium or interest, be deemed fully paid and the obligation of the Company thereunder to make such payment shall forthwith cease and be discharged, and, in the case of the payment of principal and premium, if any, such bonds shall be surrendered for cancellation or presented for appropriate notation to the Trustee. RELEASE From and after the Release Date (as defined in the Note Indenture), the bonds of 2001 Series D shall be deemed fully paid, satisfied and discharged and the obligation of the Company thereunder shall be terminated. On the Release Date, the bonds of 2001 Series D shall be surrendered to and canceled by the Trustee. The Company covenants and agrees that, prior to the Release Date, it will not take any action that would cause the outstanding principal amount of the 17 bonds of 2001 Series D to be less than the then outstanding principal amount of the Notes. REDEMPTION OF SECTION 2. Bonds of 2001 Series D shall be BONDS OF 2001 SERIES redeemed on the respective dates and in the D. respective principal amounts which correspond to the redemption dates for, and the principal amounts to be redeemed of, the Notes. In the event the Company elects to redeem any Notes prior to maturity in accordance with the provisions of the Note Indenture, the Company shall on the same date redeem bonds of 2001 Series D in principal amounts and at redemption prices corresponding to the Notes so redeemed. The Company agrees to give the Trustee notice of any such redemption of bonds of 2001 Series D on the same date as it gives notice of redemption of Notes to the Note Indenture Trustee. REDEMPTION OF SECTION 3. In the event of an Event of BONDS OF 2001 SERIES Default under the Note Indenture and the acceleration D IN EVENT OF of all Notes, the bonds of 2001 Series D shall be ACCELERATION OF redeemable in whole upon receipt by the Trustee of a NOTES. written demand (hereinafter called a "Redemption Demand") from the Note Indenture Trustee stating that there has occurred under the Note Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the Notes, specifying the last date to which interest on the Notes has been paid (such date being hereinafter referred to as the "Initial Interest Accrual Date") and demanding redemption of the bonds of said series. The Trustee shall, within five days after receiving such Redemption Demand, mail a copy thereof to the Company marked to indicate the date of its receipt by the Trustee. Promptly upon receipt by the Company of such copy of a Redemption Demand, the Company shall fix a date on which it will redeem the bonds of said series so demanded to be redeemed (hereinafter called the "Demand Redemption Date"). Notice of the date fixed as the Demand Redemption Date shall be mailed 18 by the Company to the Trustee at least ten days prior to such Demand Redemption Date. The date to be fixed by the Company as and for the Demand Redemption Date may be any date up to and including the earlier of (x) the 60th day after receipt by the Trustee of the Redemption Demand or (y) the maturity date of such bonds first occurring following the 20th day after the receipt by the Trustee of the Redemption Demand; provided, however, that if the Trustee shall not have received such notice fixing the Demand Redemption Date on or before the 10th day preceding the earlier of such dates, the Demand Redemption Date shall be deemed to be the earlier of such dates. The Trustee shall mail notice of the Demand Redemption Date (such notice being hereinafter called the "Demand Redemption Notice") to the Note Indenture Trustee not more than ten nor less than five days prior to the Demand Redemption Date. Each bond of 2001 Series D shall be redeemed by the Company on the Demand Redemption Date therefore upon surrender thereof by the Note Indenture Trustee to the Trustee at a redemption price equal to the principal amount thereof plus accrued interest thereon at the rate specified for such bond from the Initial Interest Accrual Date to the Demand Redemption Date plus an amount equal to the aggregate premium, if any, due and payable on such Demand Redemption Date on all Notes; provided, however, that in the event of a receipt by the Trustee of a notice that, pursuant to Section 602 of the Note Indenture, the Note Indenture Trustee has terminated proceedings to enforce any right under the Note Indenture, then any Redemption Demand shall thereby be rescinded by the Note Indenture Trustee, and no Demand Redemption Notice shall be given, or, if already given, shall be automatically annulled; but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Anything herein contained to the contrary notwithstanding, the Trustee is not authorized to take 19 any action pursuant to a Redemption Demand and such Redemption Demand shall be of no force or effect, unless it is executed in the name of the Note Indenture Trustee by its President or one of its Vice Presidents. FORM OF BONDS OF SECTION 4. The bonds of 2001 Series D and 2001 SERIES D. the form of Trustee's Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively: 20 [FORM OF FACE OF BOND] THE DETROIT EDISON COMPANY GENERAL AND REFUNDING MORTGAGE BOND 2001 SERIES D Notwithstanding any provisions hereof or in the Indenture, this bond is not assignable or transferable except as may be required to effect a transfer to any successor trustee under the Collateral Trust Indenture, dated as of June 30, 1993, as amended, and as further supplemented as of October 10, 2001, between The Detroit Edison Company and Bank One Trust Company, National Association, as Note Trustee, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under said Indenture. $_______ No.______ THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to Bank One Trust Company, National Association, as Note Trustee, or registered assigns, at the Company's office or agency in the Borough of Manhattan, The City and State of New York, the principal sum of dollars ($ ) in lawful money of the United States of America on October 1, 2005 (subject to earlier redemption or release) and interest thereon at the rate of 5.050% per annum, in like lawful money, from October 10, 2001, and after the first payment of interest on bonds of this Series has been made or otherwise provided for, from the most recent date to which interest has been paid or otherwise provided for, semi-annually on April 1 and October 1 of each year (commencing April 1, 2002), until the 21 Company's obligation with respect to payment of said principal shall have been discharged, all as provided, to the extent and in the manner specified in the Indenture hereinafter mentioned on the reverse hereof and in the supplemental indenture pursuant to which this bond has been issued. Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and as further supplemented as of October 10, 2001 (hereinafter called the "Note Indenture"), between the Company and Bank One Trust Company, National Association, as Note Trustee (hereinafter called the "Note Indenture Trustee"), the Company has issued its 5.050% Senior Notes due 2005 (the "Notes"). This bond was originally issued to the Note Indenture Trustee so as to secure the payment of the Notes. Payments of principal of, or premium, if any, or interest on, the Notes shall constitute like payments on this bond as further provided herein and in the supplemental indenture pursuant to which this bond has been issued. Reference is hereby made to such further provisions of this bond set forth on the reverse hereof and such 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. 22 IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed by its Vice President and Treasurer, with his manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Assistant Corporate Secretary by manual or facsimile signature. Dated: THE DETROIT EDISON COMPANY By:______________________________________ Vice President and Treasurer [SEAL] Attest:_______________________________ Assistant Corporate Secretary 23 [FORM OF REVERSE OF BOND] This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds known as 2001 Series D, limited to an aggregate principal amount of $200,000,000, except as otherwise provided in the Indenture hereinafter mentioned. This bond and all other bonds of said series are issued and to be issued under, and are all equally and ratably secured (except insofar as any sinking, amortization, improvement or analogous fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and except as provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as of October 1, 1924, duly executed by the Company to First Chicago Trust Company of New York, as successor in interest to Bankers Trust Company, a corporation of the State of New York, as Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of September 15, 2001) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of September 15, 2001, 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 24 holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected by the action proposed to be taken, then also be affirmative vote of at least eighty-five percent (85%) in amount of the series of bonds so to be affected (excluding in every instance bonds disqualified from voting by reason of the Company's interest therein as specified in the Indenture); provided, however, that, without the consent of the holder hereof, no such modification or alteration shall, among other things, affect the terms of payment of the principal of or the interest on this bond, which in those respects is unconditional. This bond is redeemable upon the terms and conditions set forth in the Indenture, including provision for redemption upon demand of the Note Indenture Trustee following the occurrence of an Event of Default under the Note Indenture and the acceleration of the principal of the Notes. Under the Indenture, funds may be deposited with the Trustee (which shall have become available for payment), in advance of the redemption date of any of the bonds of 2001 Series D (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. 25 In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. Upon payment of the principal of, or premium, if any, or interest on, the Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Article V of the Note Indenture, bonds of 2001 Series D in a principal amount equal to the principal amount of such Notes, and having both a corresponding maturity date and interest rate shall, to the extent of such payment of principal, premium or interest, be deemed fully paid and the obligation of the Company thereunder to make such payment shall forthwith cease and be discharged, and, in the case of the payment of principal and premium, if any, such bonds of said series shall be surrendered for cancellation or presented for appropriate notation to the Trustee. This bond is not assignable or transferable except as set forth under Section 405 of the Note Indenture or in the supplemental indenture relating to the Notes, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under the Note Indenture. Any such transfer shall be made by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, The City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new registered bond of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, and this bond with others in like form may in like manner be exchanged for one or more new bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and 26 upon payment, in any event, of the charges prescribed in the Indenture. From and after the Release Date (as defined in the Note Indenture), the bonds of 2001 Series D shall be deemed fully paid, satisfied and discharged and the obligation of the Company thereunder shall be terminated. On the Release Date, the bonds of 2001 Series D shall be surrendered to and cancelled by the Trustee. The Company covenants and agrees that, prior to the Release Date, it will not take any action that would cause the outstanding principal amount of the bond of 2001 Series D to be less than the then outstanding principal amount of the Notes. No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any indenture supplemental thereto, against any incorporator, or against any past, present or future stockholder, director or officer, as such, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture. 27 [FORM OF TRUSTEE'S CERTIFICATE] FORM OF TRUSTEE'S This bond is one of the bonds, of the CERTIFICATE. series designated therein, described in the within-mentioned Indenture. FIRST CHICAGO TRUST COMPANY, OF NEW YORK, as Trustee By --------------------------------------- Authorized Officer 28 PART II. CREATION OF THREE HUNDRED THIRTIETH SERIES OF BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES E TERMS OF BONDS OF 2001 SECTION 1. The Company hereby creates the SERIES E. three hundred thirtieth 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, 2001 Series E" (elsewhere herein referred to as the "bonds of 2001 Series E"). The aggregate principal amount of bonds of 2001 Series E shall be limited to Five hundred million dollars ($500,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds, and except further that the Company may, without the consent of the holders of the bonds of 2001 Series E, "reopen" the bonds of 2001 Series E so as to increase the aggregate principal amount outstanding to equal the aggregate principal amount of Notes outstanding upon a "reopening" of such series, so long as any additional bonds of 2001 Series E have the same tenor and terms as the bonds of 2001 Series E established hereby. Subject to the release provisions set forth below, each bond of 2001 Series E is to be irrevocably assigned to, and registered in the name of, Bank One Trust Company, National Association, as trustee, or a successor trustee (said trustee or any successor trustee being hereinafter referred to as the "Note Indenture Trustee"), under the collateral trust indenture, dated as of June 30, 1993 (the "Note Indenture"), as supplemented, between the Note Indenture Trustee and the Company, to secure payment of the Company's 6.125% Senior Notes due 2010 (for purposes of this Part, the "Notes"). The bonds of 2001 Series E shall be issued as registered bonds without coupons in denominations of a multiple of $1,000. The bonds of 2001 Series E shall be 29 issued in the aggregate principal amount of $500,000,000, shall mature on October 1, 2010 (subject to earlier redemption or release) and shall bear interest at the rate of 6.125% per annum, payable semiannually in arrears on April 1 and October 1 of each year (commencing April 1, 2002), until the principal thereof shall have become due and payable and thereafter until the Company's obligation with respect to the payment of said principal shall have been discharged as provided in the Indenture. The bonds of 2001 Series E shall be payable as to principal, premium, if any, and interest as provided in the Indenture, but only to the extent and in the manner herein provided. The bonds of 2001 Series E shall be payable, both as to principal and interest, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. Except as provided herein, each bond of 2001 Series E shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the April 1 or October 1 next preceding the date thereof to which interest has been paid on bonds of 2001 Series E, unless the bond is authenticated on a date to which interest has been paid, in which case interest shall be payable from the date of authentication, or unless the date of authentication is prior to April 1, 2002, in which case interest shall be payable from October 10, 2001. The bonds of 2001 Series E, in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered 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 2001 Series E). Until bonds of 2001 Series E in 30 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 2001 Series E in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2001 Series E, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2001 Series E, but without a recital of redemption prices and with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be determined by the Company. Interest on any bond of 2001 Series E 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 fifteenth calendar day (whether or not a business day) next preceding such interest payment date. If the Company shall default in the payment of the interest due on any interest payment date on the principal represented by any bond of 2001 Series E, such defaulted interest shall forthwith cease to be payable to the registered holder of that bond on the relevant regular record date by virtue of his having been such holder, and such defaulted interest may be paid to the registered holder of that bond (or any bond or bonds of 2001 Series E issued upon transfer or exchange thereof) on the date of payment of such defaulted interest or, at the election of the Company, to the person in whose name that bond (or any bond or bonds of 2001 Series E issued upon transfer or exchange thereof) is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of bonds of 2001 Series E not less than ten (10) days preceding such subsequent record date, which subsequent record date shall be at least five (5) days prior to the payment date of such defaulted interest. 31 Bonds of 2001 Series E shall not be assignable or transferable except as may be set forth under Section 405 of the Note Indenture or in the supplemental indenture relating to the Notes, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under the Note Indenture. Any such transfer shall be made upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, together with a written instrument of transfer (if so required by the Company or by the Trustee) in form approved by the Company duly executed by the holder or by its duly authorized attorney. Bonds of 2001 Series E shall in the same manner be exchangeable for a like aggregate principal amount of bonds of 2001 Series E upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. The Company waives its rights under Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of 2001 Series E during any period of ten days next preceding any redemption date for such bonds. Bonds of 2001 Series E, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto or as may be specified in the Note Indenture. Upon payment of the principal or premium, if any, or interest on the Notes, whether at maturity or prior to maturity by redemption or otherwise, or upon provision for the payment thereof having been made in accordance with Article V of the Note Indenture, bonds of 2001 Series E in a principal amount equal to the principal amount of such Notes, shall, to the extent of such payment of principal, premium or interest, be deemed fully paid and the obligation of the Company thereunder to make such payment shall forthwith cease and be discharged, and, in the case of the payment of principal and premium, if any, such bonds shall be surrendered for cancellation or presented for appropriate notation to 32 the Trustee. RELEASE. From and after the Release Date (as defined in the Note Indenture), the bonds of 2001 Series E shall be deemed fully paid, satisfied and discharged and the obligation of the Company thereunder shall be terminated. On the Release Date, the bonds of 2001 Series E shall be surrendered to and canceled by the Trustee. The Company covenants and agrees that, prior to the Release Date, it will not take any action that would cause the outstanding principal amount of the bonds of 2001 Series E to be less than the then outstanding principal amount of the Notes. REDEMPTION OF BONDS OF 2001 SECTION 2. Bonds of 2001 Series E shall be SERIES E. redeemed on the respective dates and in the respective principal amounts which correspond to the redemption dates for, and the principal amounts to be redeemed of, the Notes. In the event the Company elects to redeem any Notes prior to maturity in accordance with the provisions of the Note Indenture, the Company shall on the same date redeem bonds of 2001 Series E in principal amounts and at redemption prices corresponding to the Notes so redeemed. The Company agrees to give the Trustee notice of any such redemption of bonds of 2001 Series E on the same date as it gives notice of redemption of Notes to the Note Indenture Trustee. REDEMPTION OF BONDS OF 2001 SECTION 3. In the event of an Event of SERIES E IN EVENT OF Default under the Note Indenture and the ACCELERATION OF NOTES. acceleration of all Notes, the bonds of 2001 Series E shall be redeemable in whole upon receipt by the Trustee of a written demand (hereinafter called a "Redemption Demand") from the Note Indenture Trustee stating that there has occurred under the Note Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the Notes, specifying the last date to which interest on the Notes has been paid (such date being hereinafter 33 referred to as the "Initial Interest Accrual Date") and demanding redemption of the bonds of said series. The Trustee shall, within five days after receiving such Redemption Demand, mail a copy thereof to the Company marked to indicate the date of its receipt by the Trustee. Promptly upon receipt by the Company of such copy of a Redemption Demand, the Company shall fix a date on which it will redeem the bonds of said series so demanded to be redeemed (hereinafter called the "Demand Redemption Date"). Notice of the date fixed as the Demand Redemption Date shall be mailed by the Company to the Trustee at least ten days prior to such Demand Redemption Date. The date to be fixed by the Company as and for the Demand Redemption Date may be any date up to and including the earlier of (x) the 60th day after receipt by the Trustee of the Redemption Demand or (y) the maturity date of such bonds first occurring following the 20th day after the receipt by the Trustee of the Redemption Demand; provided, however, that if the Trustee shall not have received such notice fixing the Demand Redemption Date on or before the 10th day preceding the earlier of such dates, the Demand Redemption Date shall be deemed to be the earlier of such dates. The Trustee shall mail notice of the Demand Redemption Date (such notice being hereinafter called the "Demand Redemption Notice") to the Note Indenture Trustee not more than ten nor less than five days prior to the Demand Redemption Date. Each bond of 2001 Series E shall be redeemed by the Company on the Demand Redemption Date therefore upon surrender thereof by the Note Indenture Trustee to the Trustee at a redemption price equal to the principal amount thereof plus accrued interest thereon at the rate specified for such bond from the Initial Interest Accrual Date to the Demand Redemption Date plus an amount equal to the aggregate premium, if any, due and payable on such Demand Redemption Date on all Notes; provided, however, that in the event of a receipt by the Trustee of a notice that, pursuant to Section 602 of the 34 Note Indenture, the Note Indenture Trustee has terminated proceedings to enforce any right under the Note Indenture, then any Redemption Demand shall thereby be rescinded by the Note Indenture Trustee, and no Demand Redemption Notice shall be given, or, if already given, shall be automatically annulled; but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Anything herein contained to the contrary notwithstanding, the Trustee is not authorized to take any action pursuant to a Redemption Demand and such Redemption Demand shall be of no force or effect, unless it is executed in the name of the Note Indenture Trustee by its President or one of its Vice Presidents. FORM OF BONDS OF 2001 SECTION 4. The bonds of 2001 Series E and SERIES E. the form of Trustee's Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively: 35 [FORM OF FACE OF BOND] THE DETROIT EDISON COMPANY GENERAL AND REFUNDING MORTGAGE BOND 2001 SERIES E Notwithstanding any provisions hereof or in the Indenture, this bond is not assignable or transferable except as may be required to effect a transfer to any successor trustee under the Collateral Trust Indenture, dated as of June 30, 1993, as amended, and as further supplemented as of October 10, 2001, between The Detroit Edison Company and Bank One Trust Company, National Association, as Note Trustee, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under said Indenture. $ No. ------- ------ THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to Bank One Trust Company, National Association, as Note Trustee, or registered assigns, at the Company's office or agency in the Borough of Manhattan, The City and State of New York, the principal sum of dollars ($ ) in lawful money of the United States of America on October 1, 2010 (subject to earlier redemption or release) and interest thereon at the rate of 6.125% per annum, in like lawful money, from October 10, 2001, and after the first payment of interest on bonds of this Series has been made or otherwise provided for, from the most recent date to which interest has been paid or otherwise 36 provided for, semi-annually on April 1 and October 1 of each year (commencing April 1, 2002), until the Company's obligation with respect to payment of said principal shall have been discharged, all as provided, to the extent and in the manner specified in the Indenture hereinafter mentioned on the reverse hereof and in the supplemental indenture pursuant to which this bond has been issued. Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and as further supplemented as of October 10, 2001 (hereinafter called the "Note Indenture"), between the Company and Bank One Trust Company, National Association, as Note Trustee (hereinafter called the "Note Indenture Trustee"), the Company has issued its 6.125% Senior Notes due 2010 (the "Notes"). This bond was originally issued to the Note Indenture Trustee so as to secure the payment of the Notes. Payments of principal of, or premium, if any, or interest on, the Notes shall constitute like payments on this bond as further provided herein and in the supplemental indenture pursuant to which this bond has been issued. Reference is hereby made to such further provisions of this bond set forth on the reverse hereof and such 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. 37 IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed by its Vice President and Treasurer, with his manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Assistant Corporate Secretary by manual or facsimile signature. Dated: THE DETROIT EDISON COMPANY By: -------------------------------------- Vice President and Treasurer [SEAL] Attest: ----------------------------------- Assistant Corporate Secretary 38 [FORM OF REVERSE OF BOND] This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds known as 2001 Series E, limited to an aggregate principal amount of $500,000,000, except as otherwise provided in the Indenture hereinafter mentioned. This bond and all other bonds of said series are issued and to be issued under, and are all equally and ratably secured (except insofar as any sinking, amortization, improvement or analogous fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and except as provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as of October 1, 1924, duly executed by the Company to First Chicago Trust Company of New York, as successor in interest to Bankers Trust Company, a corporation of the State of New York, as Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of September 15, 2001) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of September 15, 2001, 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 39 holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected by the action proposed to be taken, then also be affirmative vote of at least eighty-five percent (85%) in amount of the series of bonds so to be affected (excluding in every instance bonds disqualified from voting by reason of the Company's interest therein as specified in the Indenture); provided, however, that, without the consent of the holder hereof, no such modification or alteration shall, among other things, affect the terms of payment of the principal of or the interest on this bond, which in those respects is unconditional. This bond is redeemable upon the terms and conditions set forth in the Indenture, including provision for redemption upon demand of the Note Indenture Trustee following the occurrence of an Event of Default under the Note Indenture and the acceleration of the principal of the Notes. Under the Indenture, funds may be deposited with the Trustee (which shall have become available for payment), in advance of the redemption date of any of the bonds of 2001 Series E (or portions thereof), in trust for the redemption of such bonds (or portions thereof) and the interest due or to become due thereon, and thereupon all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and such interest shall cease and be discharged, and the holders thereof shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or with respect to such bonds (or portions thereof) and interest. 40 In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. Upon payment of the principal of, or premium, if any, or interest on, the Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Article V of the Note Indenture, bonds of 2001 Series E in a principal amount equal to the principal amount of such Notes, and having both a corresponding maturity date and interest rate shall, to the extent of such payment of principal, premium or interest, be deemed fully paid and the obligation of the Company thereunder to make such payment shall forthwith cease and be discharged, and, in the case of the payment of principal and premium, if any, such bonds of said series shall be surrendered for cancellation or presented for appropriate notation to the Trustee. This bond is not assignable or transferable except as set forth under Section 405 of the Note Indenture or in the supplemental indenture relating to the Notes, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under the Note Indenture. Any such transfer shall be made by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, The City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new registered bond of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, and this bond with others in like form may in like manner be exchanged for one or more new bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and 41 upon payment, in any event, of the charges prescribed in the Indenture. From and after the Release Date (as defined in the Note Indenture), the bonds of 2001 Series E shall be deemed fully paid, satisfied and discharged and the obligation of the Company thereunder shall be terminated. On the Release Date, the bonds of 2001 Series E shall be surrendered to and cancelled by the Trustee. The Company covenants and agrees that, prior to the Release Date, it will not take any action that would cause the outstanding principal amount of the bond of 2001 Series E to be less than the then outstanding principal amount of the Notes. No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any indenture supplemental thereto, against any incorporator, or against any past, present or future stockholder, director or officer, as such, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture. 42 [FORM OF TRUSTEE'S CERTIFICATE] FORM OF TRUSTEE'S This bond is one of the bonds, of the CERTIFICATE. series designated therein, described in the within-mentioned Indenture. FIRST CHICAGO TRUST COMPANY, OF NEW YORK, as Trustee By --------------------------------------- Authorized Officer 43 PART III. RECORDING AND FILING DATA RECORDING AND FILING OF The Original Indenture and indentures ORIGINAL INDENTURE. supplemental thereto have been recorded and/or filed and Certificates of Provision for Payment have been recorded as hereinafter set forth. The Original Indenture has been recorded as a real estate mortgage and filed as a chattel mortgage in the offices of the respective Registers of Deeds of certain counties in the State of Michigan as set forth in the Supplemental Indenture dated as of September 1, 1947, has been recorded as a real estate mortgage in the office of the Register of Deeds of Genesee County, Michigan as set forth in the Supplemental Indenture dated as of May 1, 1974, has been filed in the Office of the Secretary of State of Michigan on November 16, 1951 and has been filed and recorded in the office of the Interstate Commerce Commission on December 8, 1969. RECORDING AND FILING OF Pursuant to the terms and provisions of SUPPLEMENTAL INDENTURES. the Original Indenture, indentures supplemental thereto heretofore entered into have been recorded as a real estate mortgage and/or filed as a chattel mortgage or as a financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission, as set forth in supplemental indentures as follows:

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

44

RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: --------------------------- -------------- ---------------- 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, Series I Bonds, November 15, 1951 1947(a)(b)(c).............. Subject Properties and Additional Provisions March 1, 1950(a)(b)(c)..... Series J Bonds and November 15, 1951 Additional Provisions November 15, Series K Bonds January 15, 1953 1951(a)(b)(c).............. Additional Provisions and Subject Properties January 15, 1953(a)(b)..... Series L Bonds May 1, 1953 May 1, 1953(a)............. Series M Bonds and March 15, 1954 Subject Properties March 15, 1954(a)(c)....... Series N Bonds and May 15, 1955 Subject Properties May 15, 1955(a)(c)......... Series O Bonds and August 15, 1957 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 and December 1, 1966 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 and December 1, 1969 Subject Properties December 1, 1969(a)(c)..... Series T Bonds and July 1, 1970 Subject Properties July 1, 1970(c)............ Series U Bonds and December 15, 1970 Subject Properties December 15, 1970(c)....... Series V and June 15, 1971 Series W Bonds June 15, 1971(c)........... Series X Bonds and November 15, 1971 Subject Properties November 15, 1971(c)....... Series Y Bonds and January 15, 1973 Subject Properties January 15, 1973(c)........ Series Z Bonds and May 1, 1974 Subject Properties May 1, 1974................ Series AA Bonds and October 1, 1974 Subject Properties October 1, 1974............ Series BB Bonds and January 15, 1975 Subject Properties January 15, 1975........... Series CC Bonds and November 1, 1975 Subject Properties November 1, 1975........... Series DDP Nos. 1-9 December 15, 1975 Bonds and Subject Properties December 15, 1975.......... Series EE Bonds and February 1, 1976

45

RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: --------------------------- -------------- ---------------- 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 and February 15, 1977 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 July 1, 1977 Bonds 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 and March 15, 1979 Subject Properties March 15, 1979............. Series SS Bonds and July 1, 1979 Subject Properties 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 September 15, Bonds, Series KKP 1979 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 April 1, 1980 and Subject Properties April 1, 1980.............. 1980 Series B Bonds August 15, 1980 August 15, 1980............ Series QQP Nos. 10-19 August 1, 1981

46

RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: --------------------------- -------------- ---------------- 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 November 1, 1981 Nos. 13-25 Bonds and Subject Properties November 1, 1981........... 1981 Series AP June 30, 1982 Nos. 1-12 Bonds June 30, 1982.............. Article XIV August 15, 1982 Reconfirmation August 15, 1982............ 1981 Series AP June 1, 1983 Nos. 13-14 and Subject Properties June 1, 1983............... 1981 Series AP October 1, 1984 Nos. 15-16 and Subject Properties October 1, 1984............ 1984 Series AP and May 1, 1985 1984 Series BP Bonds and Subject Properties May 1, 1985................ 1985 Series A Bonds May 15, 1985 May 15, 1985............... 1985 Series B Bonds October 15, 1985 and Subject Properties October 15, 1985........... Series KKP No. 9 April 1, 1986 Bonds and Subject Properties 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 August 15, 1987 1987 Series C August 15, 1987............ 1987 Series D and November 30, 1987 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 May 15, 1991 1991 Series CP May 15, 1991............... 1991 Series DP September 1, 1991 September 1, 1991.......... 1991 Series EP November 1, 1991

47

RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: --------------------------- -------------- ---------------- 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 March 15, 1993 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 September 15, 1993 Series IP 1993 April 26, 1993............. 1993 Series G and September 15, Amendment of 1993 Article II, Section 5 May 31, 1993............... 1993 Series J September 15, 1993 September 15, 1993......... 1993 Series K March 1, 1994 March 1, 1994.............. 1994 Series AP June 15, 1994 June 15, 1994.............. 1994 Series BP December 1, 1994 August 15, 1994............ 1994 Series C December 1, 1994 December 1, 1994........... Series KKP No. 15 and August 1, 1995 1994 Series DP August 1, 1995............. 1995 Series AP and August 1, 1999 1995 Series DP

------------------------------- (a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission filing and recordation information. (b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan filing information. (c) See Supplemental Indenture dated as of May 1, 1974 for County of Genesee, Michigan recording and filing information. RECORDING OF CERTIFICATES OF All the bonds of Series A which were PROVISION FOR PAYMENT. issued under the Original Indenture dated as of October 1, 1924, and of Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-9, LLP Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU, 1980 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981 Series AP Nos. 1-16, 1984 Series AP, 1984 Series BP, 1985 Series A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP, MMP No. 2, 1989 Series A, 1990 Series A, 48 1993 Series D, 1993 Series G and 1993 Series H which were issued under Supplemental Indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, December 1, 1940, September 1, 1947, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, December 15, 1970, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, February 1, 1976, June 15, 1976, July 15, 1976, October 1, 1977, March 1, 1977, July 1, 1979, March 1, 1977, March 1, 1977, March 1, 1977, September 1, 1979, July 1, 1977, July 1, 1979, September 15, 1979, October 1, 1977, June 1, 1978, October 1, 1977, July 1, 1979, January 1, 1980, August 15, 1980, November 1, 1981, October 1, 1984 May 1, 1985, May 15, 1985, January 31, 1987, June 1, 1978, October 15, 1978, December 15, 1975, February 15, 1977, September 1, 1979, June 15, 1989, February 15, 1990, March 15, 1993, April 26, 1992 and September 15, 1992 have matured or have been called for redemption and funds sufficient for such payment or redemption have been irrevocably deposited with the Trustee for that purpose; and Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8. PART IV. THE TRUSTEE. TERMS AND CONDITIONS OF The Trustee hereby accepts the trust ACCEPTANCE OF TRUST BY hereby declared and provided, and agrees to TRUSTEE. perform the same upon the terms and conditions in the Original Indenture, as amended to date and as supplemented by this Supplemental Indenture, and in this Supplemental Indenture set forth, and upon the following terms and 49 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 V. MISCELLANEOUS. CONFIRMATION OF Except to the extent specifically provided SECTION 318(C) OF TRUST therein, no provision of this supplemental INDENTURE ACT. indenture or any future supplemental indenture is intended to modify, and the parties do hereby adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act which amend and supersede provisions of the Indenture in effect prior to November 15, 1990. EXECUTION IN COUNTERPARTS. THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT. TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND 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 50 SECRETARIES OR ASSISTANT SECRETARIES, ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN. 51 THE DETROIT EDISON COMPANY, (Corporate Seal) By /s/ N.A. Khouri ------------------------- Name: N.A. Khouri Title: Vice President and Treasurer EXECUTION. Attest: /s/ Jack L. Somers ------------------------------ Name: Jack L. Somers Assistant Corporate Secretary Signed, sealed and delivered by THE DETROIT EDISON COMPANY, in the presence of /s/ K. Hier --------------------------------- Name: K. Hier /s/ Wayne Ginste, Jr. --------------------------------- Name: Wayne Ginste, Jr. 52 STATE OF MICHIGAN SS.: COUNTY OF WAYNE ACKNOWLEDGMENT OF EXECUTION On this 2nd day of October, 2001, before me, the BY COMPANY. subscriber, a Notary Public within and for the County of Wayne, in the State of Michigan, personally appeared N.A. Khouri, to me personally known, who, being by me duly sworn, did say that he does business at 2000 2nd Avenue, Detroit, Michigan 48226 and is the Vice President and Treasurer of THE DETROIT EDISON COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said N.A. Khouri acknowledged said instrument to be the free act and deed of said corporation. (Notarial Seal) /s/ Christina R. Jacobson ------------------------- Christina R. Jacobson, Notary Wayne County, MI My Commission Expires 3/5/05 53 FIRST CHICAGO TRUST COMPANY OF NEW YORK, (Corporate Seal) By /s/ Steven M. Wagner --------------------------- Name: Steven M. Wagner Title: Vice President Attest: /s/ Marla S. Roth ------------------------------ Name: Marla S. Roth Title: Vice President Signed, sealed and delivered by FIRST CHICAGO TRUST COMPANY OF NEW YORK, in the presence of /s/ Janice Ott Rotunno --------------------------------- Name: Janice Ott Rotunno /s/ Charlene Nimrodi --------------------------------- Name: Charlene Nimrodi 54 STATE OF ILLINOIS SS.: ACKNOWLEDGMENT OF EXECUTION On this 2nd day of October, 2001, before me, the BY TRUSTEE. subscriber, a Notary Public within and for the County of Cook, in the State of Illinois, personally appeared Steven M. Wagner, to me personally known, who, being by me duly sworn, did say that his business office is located at 1 Bank One Plaza, Chicago, Illinois 60670, 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 Steven M. Wagner acknowledged said instrument to be the free act and deed of said corporation. (Notarial Seal) /s/ Caesar Frank Castro ----------------------- Notary Public, State of Illinois Qualified in Cook County Commission Expires 06/06/2005 55 STATE OF MICHIGAN SS.: COUNTY OF WAYNE. AFFIDAVIT AS TO N.A. Khouri, being duly sworn, says: that he is CONSIDERATION AND GOOD FAITH. the Vice President and Treasurer of THE DETROIT EDISON COMPANY, the Mortgagor named in the foregoing instrument, and that he has knowledge of the facts in regard to the making of said instrument and of the consideration therefor; that the consideration for said instrument was and is actual and adequate, and that the same was given in good faith for the purposes in such instrument set forth. /s/ N.A. Khouri -------------------- N.A. Khouri Sworn to before me this 2nd day of October, 2001 /s/ Christina R. Jacobson --------------------------- Christina R. Jacobson, Notary Wayne County, MI My Commission Expires 3/5/05 (Notarial Seal) 56 EX-4.229 5 k65470ex4-229.txt NINTH SUPPLEMENTAL INDENTURE DATED OCT. 10, 2001 - -------------------------------------------------------------------------------- THE DETROIT EDISON COMPANY AND BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION TRUSTEE ---------- NINTH SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 10, 2001 ---------- SUPPLEMENTING THE COLLATERAL TRUST INDENTURE DATED AS OF JUNE 30,1993 PROVIDING FOR 5.050% SENIOR NOTES DUE 2005 6.125% SENIOR NOTES DUE 2010 - -------------------------------------------------------------------------------- SUPPLEMENTAL INDENTURE, dated as of the 10th day of October, 2001, between THE DETROIT EDISON COMPANY, a corporation organized and existing under the laws of the State of Michigan (the "Company"), and BANK ONE TRUST COMPANY, 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 additional series of its senior debt securities pursuant to the Original Indenture; and WHEREAS, the Company intends hereby to designate series of debt securities which shall have the benefit of the provisions of Article Four of the Original Indenture and the other related provisions of the Original Indenture relating to the grant of security, subject to the release provisions provided for herein, and which shall have the terms and variations from the provisions of the Original Indenture as set forth herein; and WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture, including Section 1001 thereof, and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Ninth 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, series of its debt securities under the Original Indenture, which shall be known as the 5.050% Senior Notes due 2005 and the 6.125% Senior Notes due 2010, respectively; 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 NINTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the terms of series of debt securities, and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this Ninth Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions. Each capitalized term that is used herein and is defined in the Original Indenture shall have the meaning specified in the Original Indenture unless such term is otherwise defined herein. The following terms shall have the respective meanings set forth below: "Business Day" means any day other than a day on which banking institutions in The State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close. "Capitalization" means the total of all the following items appearing on, or included in, the consolidated balance sheet of the Company: (i) liabilities for indebtedness maturing more than 12 months from the date of determination; and (ii) common stock, common stock expense, accumulated other comprehensive income or loss, preferred stock, preference stock, premium on capital stock and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of capital stock of the Company held in its treasury, if any. Subject to the foregoing, Capitalization shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Company is engaged and approved by the independent accountants regularly retained by the Company, and may be determined as of a date not more than 60 days prior to the happening of the event for which the determination is being made. "Debt" means any outstanding debt for money borrowed evidenced by notes, debentures, bonds or other securities, or guarantees of any debt. "Net Tangible Assets" means the amount shown as total assets on the consolidated balance sheet of the Company, less (i) intangible assets including, but without limitation, such items as goodwill, trademarks, trade names, patents, unamortized debt discount and expense and other regulatory assets carried as an asset on the Company's consolidated balance sheet, and (ii) appropriate adjustments, if any, on account of minority interests. Net Tangible Assets shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Company is engaged and approved by the independent accountants regularly retained by the Company, and may be determined as of a date not more than 60 days prior to the happening of the event for which such determination is being made. "Operating Property" means (i) any interest in real property owned by the Company and (ii) any asset owned by the Company that is depreciable in accordance with generally accepted accounting principles, excluding, in either case, any interest of the Company as lessee under any lease (except for a lease that results from a Sale and Lease-Back Transaction) which has been or would be capitalized on the books of the lessee in accordance with generally accepted accounting principles. 2 "Pledged Bonds" means the related series of Bonds and any other Mortgage Bonds issued to secure Securities subject to the release provisions provided herein or in any other supplemental indenture to the Original Indenture. "Release Date" means the date as of which all Mortgage Bonds, (i) other than the Pledged Bonds, including the related series of Bonds, and (ii) other than outstanding Mortgage Bonds (exclusive of Pledged Bonds), which do not in aggregate principal amount exceed the greater of 5% of the Net Tangible Assets of the Company or 5% of the Capitalization of the Company, have been retired through payment, redemption or otherwise, provided that no default or Event of Default has occurred and, at such time, is continuing under the Original Indenture. "Sale and Lease-Back Transaction" means any arrangement with any person providing for the leasing to the Company of any Operating Property (except for leases for a term, including any renewal or potential renewal, of not more than 48 months), which Operating Property has been or is to be sold or transferred by the Company to the person; provided, however, Sale and Lease-Back Transaction shall not include any arrangement first entered into prior to the date hereof and shall not include any transaction pursuant to which the Company sells Operating Property to, and thereafter purchase energy or services from, any entity, which transaction is ordered or authorized by any regulatory authority having jurisdiction over the Company or its operations or is entered into pursuant to any plan or program of industry restructuring ordered or authorized by any such regulatory authority. "Substitute Mortgage" means a mortgage indenture of the Company, other than the Mortgage, designated by the Company to the Trustee as a Substitute Mortgage pursuant to Section 4.03 hereof. "Substitute Mortgage Bonds" means any mortgage bonds issued by the Company under a Substitute Mortgage and delivered to the Trustee pursuant to Section 4.03 hereof or pursuant to the comparable provision of any other supplemental indenture relating to Securities subject to the release provisions. "Value" means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds to the Company from the sale or transfer of the property leased pursuant to the Sale and Lease-Back Transaction or (ii) the net book value of the property, as determined by the Company in accordance with generally accepted accounting principles at the time of entering into the Sale and Lease-Back transaction, in either case multiplied by a fraction, the numerator of which shall be equal to the number of full years of the term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of determination and the denominator of which shall be equal to the number of full years of the term, without regard, in any case, to any renewal or extension options contained in the lease. SECTION 1.02. Section References. Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to this Supplemental Indenture. 3 ARTICLE TWO TITLE AND TERMS OF THE SECURITIES SECTION 2.01. Title of the Securities; Stated Maturity. This Supplemental Indenture hereby establishes two separate series of Securities, which shall be known as the Company's "5.050% Senior Notes due 2005" (the "5.050% Notes"), and the "6.125% Senior Notes due 2010" (the "6.125% Notes" and together with the 5.050% Notes, the "Notes"). For purposes of the Original Indenture, each series of the Notes shall separately constitute a single series of Securities. The Stated Maturity on which the principal of the 5.050% Notes shall be due and payable will be October 1, 2005. The Stated Maturity on which the principal of the 6.125% Notes shall be due and payable will be October 1, 2010. SECTION 2.02. Certain Variations from the Original Indenture. (a) The Notes shall have the benefit of the provisions of Article Four of the Original Indenture and shall have the benefit of, or be subject to, the other related provisions of the Original Indenture relating to the grant of security, including (for avoidance of doubt and not for purposes of limitation) the Granting Clause, the definitions of "Deliverable Mortgage Bonds," "Deliverable Securities," "Designated Mortgage Bonds," "Grant," "Mortgage," "Mortgage Bonds," "Mortgage Trustee," "Previously Delivered Mortgage Bonds," and "Trust Estate," Section 301 (20), Sections 301 (a) (v), (ix), (x) and (xi), Sections 301 (b) (ii) and (iii), Section 301 (d), and Sections 601(4) and (8), subject, in each case, to the release provisions provided for in Section 4.02 herein. In addition, on and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Notes shall have the benefit of the additional covenants set forth in Article Three hereof. (b) Section 503 of the Original Indenture shall apply to the Notes. The following shall be an additional condition to defeasance of the Notes under Section 503: the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from the Internal Revenue Service a letter ruling, or there has been published by the Internal Revenue Service a Revenue Ruling, or (ii) since the date of execution of this Supplemental Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Notes appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred, and, also, to the effect that, after the 123rd day after the date of deposit, all money and other property as provided pursuant to Section 503 of the Original Indenture (including the proceeds thereof) deposited or caused to be deposited with the Trustee (or other qualifying trustee) pursuant to Section 503 of the Original Indenture to be held in trust will not be subject to any case or proceeding (whether voluntary or involuntary) in respect of the Company under any Federal or State bankruptcy, insolvency, reorganization or other similar law, or any decree or order for relief in respect of the Company issued in connection therewith. SECTION 2.03. Amount and Denominations; DTC. (a) The aggregate principal amount of Notes that may be issued under this Supplemental Indenture is limited initially to $200,000,000 (in the case of the 5.050% Notes), 4 and $500,000,000 (in the case of the 6.125% Notes) (except, in each case, as provided in Section 301(2) of the Original Indenture); provided that the Company may, without the consent of the Holders of the Outstanding Notes of any series, "reopen" each series of Notes so as to increase the aggregate principal amount of such Notes Outstanding in compliance with the procedures set forth in the Original Indenture, including Section 301 and Section 303 thereof, so long as any such additional Notes have the same tenor and terms (including, without limitation, rights to security and to receive accrued and unpaid interest) as the Notes of such series then Outstanding. No additional Notes of a series may be issued if an Event of Default has occurred with respect to the applicable series. The Notes shall be issuable only in fully registered form and, as permitted by Section 301 and Section 302 of the Original Indenture, in denominations of $1,000 and integral multiples thereof. The Notes will initially be issued in global form (the "Global Notes") under a book-entry system, registered in the name of The Depository Trust Company, as depository ("DTC"), or its nominee, which is hereby designated as "Depository" under the Indenture. (b) Further to Section 305 of the Original Indenture, any Global Note shall be exchangeable for Notes registered in the name of, and a transfer of a Global Note of any series may be registered to, any Person other than the Depository for such Note or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a clearing agency registered under the Exchange Act, and, in either such case, the Company does not appoint a successor Depository within 90 days thereafter, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Note shall be so exchangeable and the transfer thereof so registrable or (iii) there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the Notes of such series. Upon the occurrence in respect of any Global Note of any series of any or more of the conditions specified in clause (i), (ii) or (iii) of the preceding sentence, such Global Note may be exchanged for Notes registered in the name of, and the transfer of such Global Note may be registered to, such Persons (including Persons other than the Depository with respect to such series and its nominees) as such Depository, in the case of an exchange, and the Company, in the case of a transfer, shall direct. SECTION 2.04. Certain Common Terms of the Notes. (a) The Notes of each series shall bear interest at the rate of 5.050% per annum (in the case of the 5.050% Notes), and 6.125% per annum (in the case of the 6.125% Notes) on the respective principal amount thereof from October 10, 2001, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal of such series of Notes becomes due and payable, and on any overdue principal and premium and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum during such overdue period. Interest on the Notes will be payable semiannually in arrears on April 1 and October 1 of each year (each such date, an "Interest Payment Date"), commencing April 1, 2002. The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. (b) In the event that any Interest Payment Date, redemption date or other date of Maturity of the Notes is not a Business Day, then payment of the amount payable on such date 5 will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date with respect to any Note will, as provided in the Original Indenture, be paid to the person in whose name the Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the relevant record date for such interest installment, which shall be the fifteenth calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date (the "Regular Record Date"). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may either be paid to the person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the applicable series of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Original Indenture. The principal of, and premium, if any, and the interest on the Notes shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in any coin or currency of the United States of America 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 Regular Record Date at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the Notes are Global Notes and are held in book-entry form through the facilities of the Depository, payments on the Notes will be made to the Depository or its nominee in accordance with arrangements then in effect between the Trustee and the Depository. (c) The Notes are not subject to repayment at the option of the Holders thereof and are not subject to any sinking fund. As provided in the forms of Note attached hereto as Exhibit A and Exhibit B, respectively, the Notes are subject to optional redemption, as a whole or in part, by the Company prior to Stated Maturity of the principal thereof on the terms set forth therein. Except as modified in the forms of the Notes, redemptions shall be effected in accordance with Article Twelve of the Original Indenture. (d) The Notes shall have such other terms and provisions as are set forth in the form of Note attached hereto as Exhibit A and Exhibit B, as applicable (each of which are incorporated by reference in and made a part of this Supplemental Indenture as if set forth in full at this place). SECTION 2.05. Form of Notes. Attached hereto as Exhibit A is the form of the definitive 5.050% Notes. Attached hereto as Exhibit B is the form of the definitive 6.125% Notes. If the Company elects to have the Notes secured by Substitute Mortgage Bonds on and after the Release Date, the terms of the Notes shall be amended to make appropriate reference to the Substitute Mortgage and the Substitute Mortgage Bonds; provided, that the consent of Holders shall not be required in connection with such amendment. 6 ARTICLE THREE ADDITIONAL COVENANTS SECTION 3.01. Limitations on Liens. (a) From and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, so long as any Notes are outstanding, the Company may not issue, assume, guarantee (including any contingent obligation to purchase) or permit to exist any Debt that is secured by any mortgage, security interest, pledge or lien ("Lien") of or upon any Operating Property owned by the Company, whether owned at the Release Date or subsequently acquired, without effectively securing the Notes (together with, if the Company shall so determine, any other indebtedness of the Company ranking equally with the Notes) equally and ratably with the Debt (but only so long as the Debt is so secured). The foregoing restriction will not apply to: (i) Liens on any Operating Property existing at the time of its acquisition and not created in contemplation of the acquisition; (ii) Liens on Operating Property of a corporation existing at the time the corporation is merged into or consolidated with the Company, or at the time the corporation disposes of substantially all of its properties (or those of a division) to the Company, provided that the Lien is not extended to property owned by the Company immediately prior to the merger, consolidation or other disposition and is not created in contemplation of the merger, consolidation or other disposition; (iii) Liens on Operating Property to secure the cost of acquisition, construction, development or substantial repair, alteration or improvement of such property or to secure indebtedness incurred to provide funds for any of these purposes or for reimbursement of funds previously expended for any of these purposes, provided the Liens are created or assumed contemporaneously with, or within 18 months after, the acquisition or the completion of substantial repair or alteration, construction, development or substantial improvement or within 6 months thereafter pursuant to a commitment for financing arranged with a lender or investor within such 18-month period; (iv) Liens in favor of the United States or any state or any department, agency or instrumentality or political subdivision of the United States or any state, or for the benefit of holders of securities issued by any of these entities, to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or substantially improving the Operating Property of the Company; or (v) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the exceptions listed above, provided, however, that the principal amount of Debt secured thereby and not otherwise authorized by those exceptions listed above shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with 7 any such extension, renewal or replacement, so secured at the time of such extension, renewal or replacement. (b) In addition, notwithstanding the foregoing restrictions, from and after the Release Date, the Company may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the foregoing restrictions up to an aggregate amount which, together with all other of the Company's secured Debt (not including secured Debt permitted under any of the foregoing exceptions) and the Value of Sale and Lease-Back Transactions existing at such time (other than Sale and Lease-Back Transactions the proceeds of which have been applied to the retirement of certain indebtedness, Sale and Lease-Back Transactions in which the property involved would have been permitted to be subjected to a Lien under any of the foregoing exceptions, and Sale and Lease-Back Transactions that are permitted by the first sentence of Section 3.02 below), does not exceed the greater of 10% of the Company's Net Tangible Assets or 10% of the Company's Capitalization. The foregoing restrictions do not limit the Company's ability to place Liens on (i) the capital stock of any of the Company's subsidiaries or (ii) the assets of any of the Company's subsidiaries. SECTION 3.02. Limitations on Sale and Lease-Back Transactions. So long as the Notes are outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Company may not enter into or permit to exist any Sale and Lease-Back Transaction with respect to any Operating Property (except for leases for a term, including any renewal or potential renewal, of not more than 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of the Operating Property or the placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, altered or improved. This restriction will not apply if (a) the Company would be entitled pursuant to Section 3.01(a) above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Operating Property without equally and ratably securing the Notes, (b) after giving effect to the Sale and Lease-Back Transaction, pursuant to Section 3.01(b) above, the Company could incur, at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (a)), or (c) the Company applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of the Operating Property so leased), and, otherwise, an amount equal to the fair value (as determined by the Board of Directors of the Company) of the Operating Property so leased to the retirement of Notes or other Debt of the Company ranking equally with the Notes; provided, however, that any such retirement of Notes shall be in accordance with the terms and provisions of the Indenture and the Notes; provided, further, that the amount to be applied to such retirement of Notes or other Debt shall be reduced by an amount equal to the sum of (a) an amount equal to the redemption price with respect to Notes delivered within such one hundred eighty (180)-day period to the Trustee for retirement and cancellation and (b) the principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms of other Debt voluntarily retired by the Company within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or prepayment provisions and payments at maturity. SECTION 3.03. Waiver. Section 1109 of the Original Indenture shall apply to the covenants set forth in Sections 3.01 and 3.02 above at any time such covenants are in effect. 8 ARTICLE FOUR SECURITY AND RELEASE PROVISIONS SECTION 4.01. Security. Subject to Section 4.02 below, as provided in and pursuant to Article Four of the Original Indenture, each series of the Notes will be secured as to payments of principal, interest and premium, if any, by a series of Mortgage Bonds (the "General and Refunding Mortgage Bonds, 2001 Series D", in the case of the 5.050% Notes, and the "General and Refunding Mortgage Bonds, 2001 Series E", in the case of the 6.125% Notes, or, singly or collectively, the "Bonds," the "Bonds of the related series" or the "related series of Bonds") of the Company to be issued concurrently with the issuance of the Notes under and secured by a Mortgage and Deed of Trust, dated as of October 1, 1924, between the Company and First Chicago Trust Company of New York, as successor trustee (the "Mortgage Trustee"), as amended and supplemented by various supplemental indentures, including the supplemental indenture, dated as of September 15, 2001 creating the Bonds (collectively, the "Mortgage"), pledged by the Company for the benefit of the Holders of the respective series of Notes to the Trustee under this Supplemental Indenture. The Bonds shall be issued in an aggregate principal amount equal to the aggregate principal amount of the Notes. SECTION 4.02. Release. Until the Release Date and subject to Article Four of the Original Indenture, the Bonds of the related series issued and delivered to the Trustee shall serve as security for any and all obligations of the Company under all Notes of the applicable series from time to time Outstanding, including, but not limited to (1) the full and prompt payment of the principal and premium, if any, on such Notes when and as the same shall become due and payable in accordance with the terms and provisions of the Indenture or such Notes, either at the Stated Maturity thereof, upon acceleration of the maturity thereof, upon redemption, or otherwise, and (2) the full and prompt payment of any interest on such Notes when and as the same shall become due and payable in accordance with the terms and provisions of this Indenture or the Notes including, if and to the extent provided for in such Notes, interest on overdue installments of principal and (to the extent permitted by law) interest on overdue installments of interest. Each supplemental indenture to the Mortgage pursuant to which any Bonds are issued shall contain a provision to the effect that any payment by the Company hereunder of principal of or premium or interest on Notes which shall have been authenticated and delivered in connection with the issuance and delivery to the Trustee of such Bonds (other than by the application of the proceeds of a payment in respect of such Bonds) shall to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal, premium or interest, as the case may be, in respect of such Bonds which is then due. Notwithstanding anything in the Original Indenture to the contrary, from and after the Release Date, the obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on the Bonds shall be deemed satisfied and discharged as provided in the supplemental indenture or indentures to the Mortgage creating such Bonds and the Bonds shall cease to secure in any manner Notes theretofore or subsequently issued; the Trustee shall thereupon surrender the Bonds to the Mortgage Trustee for cancellation and execute and deliver such proper instruments of release as may be required. From and after the 9 Release Date, all Notes, whether theretofore or subsequently issued, shall, at the Company's option, either (i) become unsecured or (ii) be secured by Substitute Mortgage Bonds pursuant to Section 4.03 below, and any conditions to the issuance of Notes that refer or relate to Bonds or the Mortgage shall be inapplicable (except as such conditions shall be deemed to refer to Substitute Mortgage Bonds or a Substitute Mortgage pursuant to Section 4.03 below). From and after the Release Date, the Company shall not issue any additional Mortgage Bonds, including Pledged Bonds, under the Mortgage. Notice of the occurrence of the Release Date shall be given by the Trustee to the Holders of the Notes in the manner provided for in the Original Indenture not later than 30 days after the Company notifies the Trustee of the occurrence of the Release Date. In connection with the establishment of the occurrence of the Release Date, the Trustee shall be entitled to receive, may presume the correctness of, and shall be fully protected in relying upon, an Officers' Certificate designating the Release Date and stating that the conditions to the occurrence of the Release Date have been satisfied. When the obligation of the Company to make payments with respect to the principal of, and premium, if any, and interest on all or any part of the Bonds shall be satisfied or deemed satisfied pursuant to the Original Indenture or pursuant to this Supplemental Indenture, the Trustee shall, upon written request of the Company, deliver to the Company without charge therefor all of the Bonds so satisfied or deemed satisfied, together with such appropriate instruments of transfer or release as may be reasonably requested by the Company. All Bonds delivered to the Company in accordance with this Section shall be delivered by the Company to the Mortgage Trustee for cancellation. SECTION 4.03. Substitute Mortgage Bonds. (a) The Company shall notify the Trustee not less than 90 days prior to the Release Date (or such shorter period as the Company and the Trustee may agree) that the Company has determined to deliver to the Trustee on the Release Date Substitute Mortgage Bonds in an aggregate principal amount equal to the aggregate principal amount of Notes and any other Securities subject to the release provisions Outstanding on the Release Date, in trust for the benefit of the Holders from time to time of the Notes and any other Securities subject to the release provisions issued under the Original Indenture, as supplemented, as security for any and all obligations of the Company under the Notes and any other Securities subject to the release provisions, including but not limited to, (1) the full and prompt payment of the principal of and premium, if any, on the Notes and any other Securities subject to the release provisions when and as the same shall become due and payable in accordance with the terms and provisions of the Original Indenture, as supplemented, or the Notes or such other Securities subject to the release provisions, either at the stated maturity thereof, upon acceleration of the maturity thereof or upon redemption, and (2) the full and prompt payment of any interest on the Notes and any other Securities subject to the release provisions when and as the same shall become due and payable in accordance with the terms and provisions of the Original Indenture, as supplemented, or the Notes or such other Securities subject to the release provisions. (b) The Substitute Mortgage Bonds to be delivered pursuant to the notice described in Section 4.03(a) shall be delivered in separate series and issues corresponding to the series and 10 issues of Notes and other Securities subject to the release provisions Outstanding on the Release Date, each series or issue of Substitute Mortgage Bonds having the same stated rate or rates of interest (or interest calculated in the same manner), Interest Payment Dates, stated maturity date and redemption provisions, and in the same aggregate principal amount, as the related series or issue of Notes or other Securities subject to the release provisions outstanding on the Release Date. The Company shall enter into a Substitute Mortgage for the issuance of Substitute Mortgage Bonds, and designate it as such in the notice. (c) The notice described in Section 4.03(a) shall also state that on the Release Date the Company shall deliver to the Trustee a supplemental indenture to the Original Indenture that will provide, among other things, that upon the issuance of Notes and other Securities subject to the release provisions on or after the Release Date, the Company shall deliver to the Trustee in trust for the benefit of the Holders as described in Section 4.03(a) hereof, and the Trustee shall accept therefor, related series of Substitute Mortgage Bonds registered in the name of the Trustee and conforming to the requirements therein specified. (d) The determination whether to deliver Substitute Mortgage Bonds shall be made in the Company's sole discretion and without any obligation to do so. (e) In the event that the Company does not deliver the notice described in Section 4.03(a), the Notes and other Securities subject to the release provisions Outstanding on the Release Date shall, as of the Release Date, no longer be entitled to the benefit of the pledge of the Pledged Bonds and shall thereafter be general unsecured obligations of the Company. (f) Article Four and related provisions of the Original Indenture shall apply to Substitute Mortgage Bonds pledged to the Trustee hereunder and the provisions thereof shall be deemed to refer to the Substitute Mortgage and the Substitute Mortgage Bonds. If the Company elects to have the Notes secured by Substitute Mortgage Bonds on and after the Release Date, Article Four and related provisions may be amended to make appropriate reference to the Substitute Mortgage and the Substitute Mortgage Bonds; provided, that the consent of Holders shall not be required in connection with such amendment. SECTION 4.04. Events of Default. (a) On and after the Release Date, Section 601(8) of the Original Indenture shall no longer apply to the Notes. (b) On and after the Release Date, if the Notes become secured by Substitute Mortgage Bonds pursuant to Section 4.03 above, the occurrence of a "default" (as defined in the Substitute Mortgage) shall constitute an Event of Default under Section 601 of the Original Indenture with respect to the Notes and the references in Section 601(4) of the Original Indenture and related provisions to "Mortgage Bonds" shall be deemed to refer to "Substitute Mortgage Bonds." 11 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 Ninth Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. Except as expressly amended hereby and by the supplemental indenture appointing the Trustee as successor trustee, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof and the Original Indenture is in all respects hereby ratified and confirmed. This Ninth 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 Ninth Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York. This Ninth 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. 12 IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed and attested, all as of the day and year first above written. THE DETROIT EDISON COMPANY By: /s/ N.A. Khouri ----------------------------- Name: N.A. Khouri Title: Vice President and Treasurer ATTEST: By: /s/ Jack. L. Somers ------------------------------------- Name: Jack L. Somers Title: Assistant Corporate Secretary BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: /s/ Janice Ott Rotunno ----------------------------- Name: Janice Ott Rotunno Title: Vice President and Assistant Secretary ATTEST: By: /s/ Benita A. Pointer ------------------------------------- Name: Benita A. Pointer Title: Account Executive 13 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 5.050% SENIOR NOTES DUE 2005 Principal Amount: $ ------------------- Authorized Denomination: $1,000 Regular Record Date: close of business on the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date Original Issue Date: October 10, 2001 Stated Maturity: October 1, 2005 Interest Payment Dates: April 1 and October 1 of each year, commencing April 1, 2002 Interest Rate: 5.050% per annum THE DETROIT EDISON COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of ____________________ ($________) on October 1, 2005, (the "Stated Maturity"), in the coin or currency of the United States, and to pay interest A-1 thereon from the Original Issue Date shown above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on each Interest Payment Date as specified above, commencing on April 1, 2002, and on the Stated Maturity at the rate per annum shown above (the "Interest Rate") until the principal hereof is paid or made available for payment and on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered on the Regular Record Date as specified above next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes of this series shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture. Payments of interest on this Note will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for this Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Note. In the event that any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, then the required payment of principal, premium, if any, and interest will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay). "Business Day" means any day other than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close. Payment of principal of, premium, if any, and interest on the Notes shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal of, premium, if any, and interest on Notes represented by a Global Note shall be made by wire transfer of immediately available funds to the Holder of such Global Note , provided that, in the case of payments of principal and premium, if any, such Global Note is first surrendered to the Paying Agent (as defined in the Indenture). If any of the Notes of this series are no longer represented by a Global Note, (i) payments of principal, premium, if any, and interest due at the Stated Maturity or earlier redemption of such Securities shall be made at the office of the Paying Agent upon surrender of such Securities to the Paying Agent, and (ii) payments of interest shall be made, at the option of the Company, subject to such surrender where applicable, by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. UNTIL THE RELEASE DATE (AS DEFINED BELOW), THIS NOTE SHALL BE SECURED BY GENERAL AND REFUNDING MORTGAGE BONDS (THE "MORTGAGE BONDS") ISSUED AND DELIVERED BY THE COMPANY TO THE TRUSTEE (AS DEFINED BELOW) UNDER THE COMPANY'S SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 15, 2001, SUPPLEMENTING THE MORTGAGE AND DEED OF A-2 TRUST DATED AS OF OCTOBER 1, 1924 BETWEEN THE COMPANY AND FIRST CHICAGO TRUST COMPANY OF NEW YORK (THE "MORTGAGE TRUSTEE"), PLEDGED BY THE COMPANY FOR THE BENEFIT OF THE HOLDERS OF THE NOTES TO THE TRUSTEE UNDER THE INDENTURE (THE "MORTGAGE"). ON THE RELEASE DATE, THE NOTES SHALL CEASE TO BE SECURED BY SUCH MORTGAGE BONDS AND, AT THE COMPANY'S OPTION, SHALL EITHER (1) BECOME UNSECURED GENERAL OBLIGATIONS OF THE COMPANY OR (2) BE SECURED BY SUBSTITUTE MORTGAGE BONDS UNDER A SUBSTITUTE MORTGAGE. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee or a duly appointed Authentication Agent referred to herein, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. This Note is one of a duly authorized series of Securities of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture, all issued or to be issued in one or more series under and pursuant to a Collateral Trust Indenture dated as of June 30, 1993 (the "Original Indenture") duly executed and delivered between the Company and Bank One Trust Company, National Association, as Trustee (herein referred to as the "Trustee"), as supplemented through and including a Ninth Supplemental Indenture dated as of October 10, 2001 (together with the Original Indenture, the "Indenture") between the Company and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the registered Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is not subject to repayment at the option of the Holder hereof. Except as provided below, this Note is not redeemable by the Company prior to maturity and is not subject to any sinking fund. This Note will be redeemable at the option of the Company, in whole at any time or in part from time to time, (any such date of optional redemption, an "Optional Redemption Date," which shall be a "Redemption Date" for purposes of the Indenture), at an optional redemption price (which shall be a "Redemption Price" for purposes of the Indenture) equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on the principal amount of this Note to be redeemed (exclusive of interest accrued to the related Optional Redemption Date) until Stated Maturity, in each case discounted from their respective scheduled payment dates to such Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 20 basis points, as determined by the Reference Treasury Dealer, plus accrued interest thereon to the date of redemption. A-3 Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Record Date. "Adjusted Treasury Rate" means, with respect to any Optional Redemption Date, the rate per annum equal to the semiannual yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such Optional Redemption Date, using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Optional Redemption Date. "Comparable Treasury Issue" means the United States Treasury security determined by the Reference Treasury Dealer selected by the Company as having a maturity comparable to the remaining term of this Note that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining term of this Note. "Comparable Treasury Price" means, with respect to any Optional Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation. "Reference Treasury Dealer" means each of: (i) Banc One Capital Markets, Inc., Barclays Capital Inc. and Salomon Smith Barney Inc. (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing cease to be a primary U.S. Government securities dealer in The City of New York (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by the Trustee after consultation with the Company. "Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any Optional Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Optional Redemption Date. Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the Optional Redemption Date to the Holder hereof at its registered address. Unless the Company defaults in payment of the applicable Redemption Price, on and after the applicable Redemption Date interest will cease to accrue on the principal amount of this Note called for redemption. If money sufficient to pay the applicable Redemption Price with respect to the principal amount of and accrued interest on the principal amount of this Note to be redeemed on the applicable Redemption Date is deposited with the Trustee or Paying Agent on or before the A-4 related Redemption Date and certain other conditions are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption. If the Notes are only partially redeemed by the Company, the Trustee shall select which Notes are to be redeemed in a manner it deems fair and appropriate in accordance with the terms of the Indenture. In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the registered Holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the registered Holders of not less than a majority in aggregate principal amount of the outstanding Securities of each series affected at the time, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the registered Holders of the Securities; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate of or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the registered Holder of each Security so affected or (ii) reduce the aforesaid percentage of Securities, the registered Holders of which are required to consent to any such supplemental indenture, without the consent of the registered Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting (i) the registered Holders of at least 66 2/3% in aggregate principal amount of the Securities of all series at the time outstanding affected thereby, on behalf of the registered Holders of the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) the registered Holders of a majority in aggregate principal amount of the Securities of all series at the time outstanding affected thereby, on behalf of the registered Holders of the Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the registered Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such registered Holder and upon all future registered Holders and owners of this Note and of any Note issued in exchange hereof or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay A-5 the principal of and interest on this Note at the time and place and at the rate and in the coin or currency herein prescribed. Prior to the Release Date, the Notes of this series shall be secured by a series of Mortgage Bonds (the "Related Series of Bonds"), delivered by the Company to the Trustee for the benefit of the Holders of the Notes. Reference is made to the Mortgage and the Indenture for a description of the rights of the Trustee as Holder of the Related Series of Bonds, the property mortgaged and pledged under the Mortgage and the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Related Series of Bonds are secured and the circumstances under which additional Mortgage Bonds may be issued. FROM AND AFTER SUCH TIME AS ALL BONDS, OTHER THAN (1) PLEDGED BONDS, INCLUDING THE RELATED SERIES OF BONDS, AND (2) MORTGAGE BONDS (EXCLUSIVE OF PLEDGED BONDS), WHICH DO NOT IN AGGREGATE PRINCIPAL AMOUNT EXCEED THE GREATER OF FIVE PERCENT (5%) OF NET TANGIBLE ASSETS OR FIVE PERCENT (5%) OF CAPITALIZATION, HAVE BEEN RETIRED THROUGH PAYMENT, REDEMPTION OR OTHERWISE (INCLUDING THOSE MORTGAGE BONDS THE PAYMENT FOR WHICH HAS BEEN PROVIDED FOR IN ACCORDANCE WITH THE MORTGAGE) AT, BEFORE OR AFTER THE MATURITY THEREOF, PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING (THE "RELEASE DATE"), THE RELATED SERIES OF BONDS SHALL CEASE TO SECURE THE NOTES IN ANY MANNER. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent duly executed by the registered Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any Paying Agent nor any Security Registrar shall be affected by any notice to the contrary. The Notes of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. This Global Note is exchangeable for A-6 Notes in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the registered Holder surrendering the same. As set forth in, and subject to the provisions of, the Indenture, no Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless (i) such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, (ii) the Holders of not less than 25% in principal amount of the outstanding Notes of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, (iii) the Trustee shall have failed to institute such proceeding within 60 days and (iv) the Trustee shall not have received from the Holders of a majority in principal amount of the outstanding Notes of this series a direction inconsistent with such request within such 60-day period; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or any interest on this Note on or after the respective due dates expressed herein. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. A-7 IN WITNESS WHEREOF, the Company has caused this Instrument to be executed. THE DETROIT EDISON COMPANY By ------------------------------- N.A. Khouri Vice President and Treasurer Attest: By --------------------------------------- Jack L. Somers Assistant Corporate Secretary [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: October , 2001 ---- A-8 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 EXHIBIT B 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 6.125% SENIOR NOTES DUE 2010 Principal Amount: $ ----------------- Authorized Denomination: $1,000 Regular Record Date: close of business on the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date Original Issue Date: October 10, 2001 Stated Maturity: October 1, 2010 Interest Payment Dates: April 1 and October 1 of each year, commencing April 1, 2002 Interest Rate: 6.125% per annum THE DETROIT EDISON COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of ____________ ($________ ) on October 1, 2010, (the "Stated Maturity"), in the coin or currency of the United States, and to pay interest thereon B-1 from the Original Issue Date shown above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on each Interest Payment Date as specified above, commencing on April 1, 2002, and on the Stated Maturity at the rate per annum shown above (the "Interest Rate") until the principal hereof is paid or made available for payment and on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered on the Regular Record Date as specified above next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes of this series shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture. Payments of interest on this Note will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for this Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Note. In the event that any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, then the required payment of principal, premium, if any, and interest will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay). "Business Day" means any day other than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close. Payment of principal of, premium, if any, and interest on the Notes shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal of, premium, if any, and interest on Notes represented by a Global Note shall be made by wire transfer of immediately available funds to the Holder of such Global Note , provided that, in the case of payments of principal and premium, if any, such Global Note is first surrendered to the Paying Agent (as defined in the Indenture). If any of the Notes of this series are no longer represented by a Global Note, (i) payments of principal, premium, if any, and interest due at the Stated Maturity or earlier redemption of such Securities shall be made at the office of the Paying Agent upon surrender of such Securities to the Paying Agent, and (ii) payments of interest shall be made, at the option of the Company, subject to such surrender where applicable, by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. UNTIL THE RELEASE DATE (AS DEFINED BELOW), THIS NOTE SHALL BE SECURED BY GENERAL AND REFUNDING MORTGAGE BONDS (THE "MORTGAGE BONDS") ISSUED AND DELIVERED BY THE COMPANY TO THE TRUSTEE (AS DEFINED BELOW) UNDER THE COMPANY'S SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 15, 2001, SUPPLEMENTING THE MORTGAGE AND DEED OF B-2 TRUST DATED AS OF OCTOBER 1, 1924 BETWEEN THE COMPANY AND FIRST CHIGAGO TRUST COMPANY OF NEW YORK (THE "MORTGAGE TRUSTEE"), PLEDGED BY THE COMPANY FOR THE BENEFIT OF THE HOLDERS OF THE NOTES TO THE TRUSTEE UNDER THE INDENTURE (THE "MORTGAGE"). ON THE RELEASE DATE, THE NOTES SHALL CEASE TO BE SECURED BY SUCH MORTGAGE BONDS AND, AT THE COMPANY'S OPTION, SHALL EITHER (1) BECOME UNSECURED GENERAL OBLIGATIONS OF THE COMPANY OR (2) BE SECURED BY SUBSTITUTE MORTGAGE BONDS UNDER A SUBSTITUTE MORTGAGE. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee or a duly appointed Authentication Agent referred to herein, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. This Note is one of a duly authorized series of Securities of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture, all issued or to be issued in one or more series under and pursuant to a Collateral Trust Indenture dated as of June 30, 1993 (the "Original Indenture") duly executed and delivered between the Company and Bank One Trust Company, National Association, as Trustee (herein referred to as the "Trustee"), as supplemented through and including a Ninth Supplemental Indenture dated as of October 10, 2001 (together with the Original Indenture, the "Indenture") between the Company and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the registered Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is not subject to repayment at the option of the Holder hereof. Except as provided below, this Note is not redeemable by the Company prior to maturity and is not subject to any sinking fund. This Note will be redeemable at the option of the Company, in whole at any time or in part from time to time, (any such date of optional redemption, an "Optional Redemption Date," which shall be a "Redemption Date" for purposes of the Indenture), at an optional redemption price (which shall be a "Redemption Price" for purposes of the Indenture) equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on the principal amount of this Note to be redeemed (exclusive of interest accrued to the related Optional Redemption Date) until Stated Maturity, in each case discounted from their respective scheduled payment dates to such Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 25 basis points, as determined by the Reference Treasury Dealer, plus accrued interest thereon to the date of redemption. B-3 Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevent Record Date. "Adjusted Treasury Rate" means, with respect to any Optional Redemption Date, the rate per annum equal to the semiannual yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such Optional Redemption Date, using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Optional Redemption Date. "Comparable Treasury Issue" means the United States Treasury security determined by the Reference Treasury Dealer selected by the Company as having a maturity comparable to the remaining term of this Note that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining term of this Note. "Comparable Treasury Price" means, with respect to any Optional Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation. "Reference Treasury Dealer" means each of: (i) Banc One Capital Markets, Inc., Barclays Capital Inc. and Salomon Smith Barney Inc. (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing cease to be a primary U.S. Government securities dealer in The City of New York (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by the Trustee after consultation with the Company. "Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any Optional Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Optional Redemption Date. Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the Optional Redemption Date to the Holder hereof at its registered address. Unless the Company defaults in payment of the applicable Redemption Price, on and after the applicable Redemption Date interest will cease to accrue on the principal amount of this Note called for redemption. If money sufficient to pay the applicable Redemption Price with respect to the principal amount of and accrued interest on the principal amount of this Note to be redeemed on the applicable Redemption Date is deposited with the Trustee or Paying Agent on or before the B-4 related Redemption Date and certain other conditions are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption. If the Notes are only partially redeemed by the Company, the Trustee shall select which Notes are to be redeemed in a manner it deems fair and appropriate in accordance with the terms of the Indenture. In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the registered Holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the registered Holders of not less than a majority in aggregate principal amount of the outstanding Securities of each series affected at the time, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the registered Holders of the Securities; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate of or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the registered Holder of each Security so affected or (ii) reduce the aforesaid percentage of Securities, the registered Holders of which are required to consent to any such supplemental indenture, without the consent of the registered Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting (i) the registered Holders of at least 66 2/3% in aggregate principal amount of the Securities of all series at the time outstanding affected thereby, on behalf of the registered Holders of the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) the registered Holders of a majority in aggregate principal amount of the Securities of all series at the time outstanding affected thereby, on behalf of the registered Holders of the Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the registered Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such registered Holder and upon all future registered Holders and owners of this Note and of any Note issued in exchange hereof or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay B-5 the principal of and interest on this Note at the time and place and at the rate and in the coin or currency herein prescribed. Prior to the Release Date, the Notes of this series shall be secured by a series of Mortgage Bonds (the "Related Series of Bonds"), delivered by the Company to the Trustee for the benefit of the Holders of the Notes. Reference is made to the Mortgage and the Indenture for a description of the rights of the Trustee as Holder of the Related Series of Bonds, the property mortgaged and pledged under the Mortgage and the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Related Series of Bonds are secured and the circumstances under which additional Mortgage Bonds may be issued. FROM AND AFTER SUCH TIME AS ALL BONDS, OTHER THAN (1) PLEDGED BONDS, INCLUDING THE RELATED SERIES OF BONDS, AND (2) MORTGAGE BONDS (EXCLUSIVE OF PLEDGED BONDS), WHICH DO NOT IN AGGREGATE PRINCIPAL AMOUNT EXCEED THE GREATER OF FIVE PERCENT (5%) OF NET TANGIBLE ASSETS OR FIVE PERCENT (5%) OF CAPITALIZATION, HAVE BEEN RETIRED THROUGH PAYMENT, REDEMPTION OR OTHERWISE (INCLUDING THOSE MORTGAGE BONDS THE PAYMENT FOR WHICH HAS BEEN PROVIDED FOR IN ACCORDANCE WITH THE MORTGAGE) AT, BEFORE OR AFTER THE MATURITY THEREOF, PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING (THE "RELEASE DATE"), THE RELATED SERIES OF BONDS SHALL CEASE TO SECURE THE NOTES IN ANY MANNER. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent duly executed by the registered Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any Paying Agent nor any Security Registrar shall be affected by any notice to the contrary. The Notes of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. This Global Note is exchangeable for B-6 Notes in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the registered Holder surrendering the same. As set forth in, and subject to the provisions of, the Indenture, no Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless (i) such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, (ii) the Holders of not less than 25% in principal amount of the outstanding Notes of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, (iii) the Trustee shall have failed to institute such proceeding within 60 days and (iv) the Trustee shall not have received from the Holders of a majority in principal amount of the outstanding Notes of this series a direction inconsistent with such request within such 60-day period; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or any interest on this Note on or after the respective due dates expressed herein. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. B-7 IN WITNESS WHEREOF, the Company has caused this Instrument to be executed. THE DETROIT EDISON COMPANY By -------------------------------- N.A. Khouri Vice President and Treasurer Attest: By ---------------------------------- Jack L. Somers Assistant Corporate Secretary [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: October , 2001 ---- B-8 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. B-9 EX-15.19 6 k65470ex15-19.txt AWARENESS LETTER OF DELOITTE & TOUCHE LLP EXHIBIT 15-19 The Detroit Edison Company Detroit, Michigan 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 September 30, 2001 and 2000, as indicated in our report dated November 13, 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 is included in your Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, is incorporated by reference in Registration Statement No.333-63366 on Form S-3. 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. Deloitte & Touche LLP November 13, 2001 EX-99.1 7 k65470ex99-1.txt $300 MILLION CREDIT AGREEMENT Exhibit 99.1 EXECUTION COPY CREDIT AGREEMENT Dated as of November 7, 2001 Among THE DETROIT EDISON COMPANY, as Borrower and THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders and BARCLAYS BANK PLC, as Administrative Agent and SALOMON SMITH BARNEY INC., BANC ONE CAPITAL MARKETS, INC., as Co-Syndication Agent as Co-Syndication Agent and THE BANK OF NOVA SCOTIA MIZUHO FINANCIAL GROUP as Co-Documentation Agent as Co-Documentation Agent BARCLAYS CAPITAL BANC ONE CAPITAL MARKETS, INC. as Co-Lead Arrangers and Joint Book Runners TABLE OF CONTENTS

PAGE ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS ................................................... 1 SECTION 1.01. Certain Defined Terms ............................................... 1 SECTION 1.02. Computation of Time Periods ......................................... 12 SECTION 1.03. Accounting Terms .................................................... 12 ARTICLE II: AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES ................................ 12 SECTION 2.01. The Revolving Credit Advances ....................................... 13 SECTION 2.02. Making the Revolving Credit Advances ................................ 13 SECTION 2.03. Fees ................................................................ 14 SECTION 2.04. Termination or Reduction of the Commitments ......................... 15 SECTION 2.05. Repayment of Revolving Credit Advances .............................. 15 SECTION 2.06. Interest on Revolving Credit Advances ............................... 15 SECTION 2.07. Interest Rate Determination ......................................... 16 SECTION 2.08. Optional Conversion of Revolving Credit Advances .................... 17 SECTION 2.09. Prepayments of Revolving Credit Advances ............................ 17 SECTION 2.10. Increased Costs ..................................................... 18 SECTION 2.11. Illegality .......................................................... 19 SECTION 2.12. Payments and Computations ........................................... 19 SECTION 2.13. Taxes ............................................................... 20 SECTION 2.14. Sharing of Payments, Etc ............................................ 22 SECTION 2.15. Use of Proceeds ..................................................... 22 SECTION 2.16. Extensions of Revolver Termination Date ............................. 22 SECTION 2.17. Noteless Agreement; Evidence of Indebtedness. ....................... 23 ARTICLE III: CONDITIONS TO EFFECTIVENESS AND LENDING .......................................... 24 SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01 ............... 24 SECTION 3.02. Conditions Precedent to Each Borrowing .............................. 26 SECTION 3.03. Determinations Under Section 3.01 ................................... 26 ARTICLE IV: REPRESENTATIONS AND WARRANTIES .................................................... 26 SECTION 4.01. Representations and Warranties of the Borrower ...................... 26

i ARTICLE V: COVENANTS OF THE BORROWER .......................................................... 29 SECTION 5.01. Affirmative Covenants ............................................... 29 SECTION 5.02. Negative Covenants .................................................. 31 ARTICLE VI: EVENTS OF DEFAULT ................................................................. 32 SECTION 6.01. Events of Default ................................................... 32 ARTICLE VII: THE AGENT ........................................................................ 35 SECTION 7.01. Authorization and Action ............................................ 35 SECTION 7.02. Agent's Reliance, Etc ............................................... 35 SECTION 7.03. Barclays and Affiliates ............................................. 36 SECTION 7.04. Lender Credit Decision .............................................. 36 SECTION 7.05. Indemnification ..................................................... 36 SECTION 7.06. Successor Agent ..................................................... 36 ARTICLE VIII: MISCELLANEOUS ................................................................... 37 SECTION 8.01. Amendments, Etc ..................................................... 37 SECTION 8.02. Notices, Etc ........................................................ 37 SECTION 8.03. No Waiver; Remedies ................................................. 38 SECTION 8.04. Costs and Expenses .................................................. 38 SECTION 8.05. Right of Set-off .................................................... 39 SECTION 8.06. Binding Effect ...................................................... 39 SECTION 8.07. Assignments, Designations and Participations ........................ 40 SECTION 8.08. Confidentiality ..................................................... 44 SECTION 8.09. Governing Law ....................................................... 44 SECTION 8.10. Execution in Counterparts ........................................... 44 SECTION 8.11. Jurisdiction, Etc ................................................... 44 SECTION 8.12. Waiver of Jury Trial ................................................ 45 ii SCHEDULES AND EXHIBITS Schedules Schedule I - List of Applicable Lending Offices Pricing Schedule Exhibits Exhibit A - Form of Note (If Requested) Exhibit B - Form of Notice of Borrowing Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Certificate by Borrower Exhibit E - Form of Opinion of Counsel to the Borrower Exhibit F - Form of Compliance Certificate iii CREDIT AGREEMENT dated as of November 7, 2001 among THE DETROIT EDISON COMPANY, a Michigan corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, and BARCLAYS BANK PLC ("Barclays"), as Administrative Agent (the "Agent") and BANC ONE CAPITAL MARKETS, INC., as Co-Syndication Agent, and SALOMON SMITH BARNEY INC., as Co-Syndication Agent for the Lenders (as hereinafter defined). PRELIMINARY STATEMENTS. The Borrower has requested that the Initial Lenders enter into this Agreement, and the Initial Lenders have indicated their willingness to enter into this Agreement upon the terms and conditions stated herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto hereby agree, subject to the satisfaction of the conditions set forth in Article III, as follows: ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to vote 5% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise. "Agent's Account" means the account of the Agent maintained by the Agent at Barclays with its office at 222 Broadway, New York, NY, 10038, Account No. 050- 019104, Attention: Jeff Pannullo. "Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance. "Applicable Margin" means, as of any date, (i) with respect to all Base Rate Advances, 0.0% per annum, and (ii) with respect to all Eurodollar Rate Advances, the percentage rate per annum which is applicable at such time with respect to Eurodollar Rate Advances as set forth in the Pricing Schedule. "Applicable Percentage" means, as of any date, the percentage rate per annum at which Facility Fees are accruing on each Lender's Commitment (without regard to usage) at such time as set forth in the Pricing Schedule. 1 "Applicable Utilization Fee Rate" means, as of any date, the percentage rate per annum at which Utilization Fees accrue on all Revolving Credit Advances at such time as set forth in the Pricing Schedule. "Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto. "Audited Statements" means the Consolidated balance sheets of the Borrower as at December 31, 2000, and the related Consolidated statements of income and cash flows of the Borrower for the fiscal year then ended, accompanied by the opinion thereon of the Borrower's independent public accountants. "Base Rate" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of: (a) the rate of interest established by Barclays in New York, New York, from time to time, as Barclays' base rate; (b) the sum (adjusted to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained by dividing (A) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average (adjusted to the basis of a year of 360 days) being determined weekly on each Monday (or, if such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the previous Friday by Barclays on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Barclays from three New York certificate of deposit dealers of recognized standing selected by Barclays, by (B) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for Barclays with respect to liabilities consisting of or including (among other liabilities) three-month U.S. dollar non-personal time deposits in the United States, plus (iii) the average during such three-week period of the annual assessment rates estimated by Barclays for determining the then current annual assessment payable by Barclays to the Federal Deposit Insurance Corporation (or any successor) for insuring U.S. dollar deposits of Barclays in the United States; and (c) 1/2 of one percent per annum above the Federal Funds Rate. 2 "Base Rate Advance" means a Revolving Credit Advance that bears interest as provided in Section 2.06(a)(i). "Borrower" has the meaning specified in the recital of parties to this Agreement. "Borrowing" means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type and (in the case of Eurodollar Rate Advances) having the same Interest Period, made by each of the Lenders pursuant to Section 2.01. "Business Day" means a day of the year on which banks are not required or authorized by law to close in New York City or Chicago, Illinois and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market. "Capitalization" means the sum of total net worth plus Consolidated Debt. "Commitment" has the meaning specified in Section 2.01. "Confidential Information" means information that the Borrower furnishes to the Agent or any Lender in a writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Agent or such Lender from a source other than the Borrower. "Consolidated" refers to the consolidation of accounts in accordance with GAAP. "Convert", "Conversion" and "Converted" each refers to a conversion of Revolving Credit Advances of one Type into Revolving Credit Advances of the other Type pursuant to Section 2.07 or 2.08. "Debt" of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 60 days incurred in the ordinary course of such Person's business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all obligations of such Person in respect of Hedge Agreements, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (3) to 3 supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt referred to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt. See the definition of "Nonrecourse Debt" below. "Declining Lender" has the meaning specified in Section 2.16. "Default" means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. "Designating Lender" has the meaning specified in Section 8.07(h). "Disclosed Litigation" has the meaning specified in Section 3.01(b). "Domestic Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent. "DTE Energy" means DTE Energy Company, a Michigan corporation. "EBITDA" means, for any period, net income (or net loss) plus the sum of (a) interest expense, (b) income tax expense, (c) depreciation expense and (d) amortization expense, in each case determined in accordance with GAAP for such period less the aggregate amount, if any, of securitization bond charges (or similar charges imposed on customers for the purpose of servicing Securitization Bonds) collected by or on behalf of the Securitization SPE, to the extent such charges are included in the calculation of net income (or net loss). "Effective Date" has the meaning specified in Section 3.01. "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a Lender; (iii) a commercial bank organized under the laws of the United States, or any State thereof, and having a combined capital and surplus of at least $250,000,000; (iv) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof, and having a combined capital and surplus of at least $250,000,000; (v) a commercial bank organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, and having a combined capital and surplus of at least $250,000,000, so long as such bank is acting through a branch or agency located in the United States; (vi) the central bank of any country that is a member of the Organization for Economic Cooperation and 4 Development; (vii) a finance company, insurance company or other financial institution or fund (whether a corporation, partnership, trust or other entity) that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and having a combined capital and surplus of at least $250,000,000; and (viii) any other Person approved by the Agent and, so long as no Event of Default shall be continuing, the Borrower, such approval not to be unreasonably withheld or delayed by either party; provided, however, that neither the Borrower nor an Affiliate of the Borrower shall qualify as an Eligible Assignee. "Environmental Action" means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief. "Environmental Law" means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials. "Environmental Permit" means any permit, approval, identification number, license or other authorization required under any Environmental Law. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. "ERISA Affiliate" means any Person that for purposes of Title IV of ERISA is a member of the Borrower's controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Internal Revenue Code. "ERISA Event" means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice 5 with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA t hat constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan. "Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time. "Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent. "Eurodollar Rate" means, for any Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a) the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount approximately equal to such Reference Bank's Eurodollar Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period by (b) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period. The Eurodollar Rate for any Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.07. "Eurodollar Rate Advance" means a Revolving Credit Advance that bears interest as provided in Section 2.06(a)(ii). "Eurodollar Rate Reserve Percentage" for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, 6 without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period. "Events of Default" has the meaning specified in Section 6.01. "Excluded Hedging Debt" means all Debt arising under any Hedge Agreement in respect of fluctuations in commodity prices. "Existing Credit Agreement" means that certain Credit Agreement, dated as of July 11, 2001, among the Borrower, the lenders parties thereto, and Barclays Bank PLC, as administrative agent, as the same has been amended, restated, supplemented or otherwise modified from time to time. "Extending Lenders" has the meaning specified in Section 2.16. "Facility Fee" has the meaning specified in Section 2.03(a). "Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it. "Financial Officer" of any Person means the chief executive officer, president, chief financial officer, any vice president, controller, assistant controller, treasurer or any assistant treasurer of such Person. "GAAP" has the meaning specified in Section 1.03. "Hazardous Materials" means (a) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law. "Hedge Agreements" means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements. "Insufficiency" means, with respect to any Plan, the amount, if any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA. 7 "Interest Period" means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, with respect to Eurodollar Rate Advances, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months, as the Borrower may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that: (i) the Borrower may not select any Interest Period that ends after the Revolver Termination Date then in effect; (ii) Interest Periods commencing on the same date for Eurodollar Rate Advances comprising part of the same Borrowing shall be of the same duration; (iii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and (iv) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. "Junior Subordinated Debentures" means subordinated junior deferrable interest debentures issued by the Borrower from time to time in an outstanding aggregate principal amount not to exceed the aggregate principal amount of such debentures outstanding on the date hereof. "Lenders" means the Initial Lenders and each Person that shall become a party hereto pursuant to Section 8.07(a), (b) and (c) and, except when used in reference to a Revolving Credit Advance, a Borrowing, a Note, a Commitment or a related term. "Lien" means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property. 8 "Loan Documents" means this Agreement and the Notes. "Material Adverse Change" means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower and its Subsidiaries taken as a whole. "Material Adverse Effect" means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of the Agent or any Lender under any Loan Document or (c) the ability of the Borrower to perform its obligations under any Loan Document to which it is a party. "Maximum Facility Amount" means $300,000,000. "MichCon" means Michigan Consolidated Gas Company, a Michigan corporation, wholly owned (indirectly) by DTE Energy. "Moody's" means Moody's Investors Service, Inc. "Moody's Rating" is defined in the Pricing Schedule. "Multiemployer Plan" means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions. "Multiple Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISA Affiliate and at least one Person other than the Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated. "Nonrecourse Debt" means Debt of the Borrower or any of its Subsidiaries in respect of which no recourse may be had by the creditors under such Debt against the Borrower or such Subsidiary in its individual capacity or against the assets of the Borrower or such Subsidiary, other than assets which were purchased by the Borrower or such Subsidiary with the proceeds of such Debt; it being understood that Securitization Bonds shall constitute Nonrecourse Debt for all purposes of the Loan Documents, except to the extent (and only to the extent) of any claims made against the Borrower in respect of its indemnification obligations relating to such Securitization Bonds. "Note" has the meaning specified in Section 2.17. "Notice of Borrowing" has the meaning specified in Section 2.02(a). "PBGC" means the Pension Benefit Guaranty Corporation (or any successor). 9 "Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof. "Plan" means a Single Employer Plan or a Multiple Employer Plan. "Pricing Schedule" means the Pricing Schedule identifying the Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee Rate attached hereto identified as such. "Property" of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned by such Person. "Receivables Purchase Documents" means those documents entered into in connection with the receivables purchase facility among the Borrower, Corporate Asset Funding Company, Inc., Citibank, N.A. and Citicorp North America, Inc. dated as of March 9, 2001 (including any amendments to or replacements of such facility) and those documents entered into in connection with any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Borrower or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer to SPCs all of their respective rights, title and interest in and to certain receivables for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor. "Receivables Purchase Facility" means the receivables purchase facility among the Borrower, Corporate Asset Funding Company, Inc., Citibank, N.A., and Citicorp North America, Inc. dated as of March 9, 2001 (including any amendments to or replacements of such facility) and any other securitization facility made available to the Borrower or any of its Subsidiaries, pursuant to which receivables of the Borrower or any of its Subsidiaries are transferred to one or more SPCs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents. "Reference Banks" means Citibank, N.A., Barclays Bank PLC and Bank One, NA (Main Office - Chicago). "Register" has the meaning specified in Section 8.07(d). "Required Lenders" means at any time Lenders owed more than fifty percent (50%) of the then aggregate unpaid principal amount of the Revolving Credit Advances owing to Lenders, or, if no such principal amount is then outstanding, Lenders having more than fifty percent (50%) of the Commitments. "Revolver Termination Date" means the earlier of (a) November 5, 2002 or, if extended pursuant to Section 2.16, the date that is 364 days after the Revolver 10 Termination Date then in effect, and (b) the date of termination in whole of the Commitments pursuant to Section 2.04 or 6.01; provided, however, that the Revolver Termination Date of any Lender that is a Declining Lender to any requested extension pursuant to Section 2.16 shall be the Revolver Termination Date in effect immediately prior to the date on which such extension was granted for all purposes of this Agreement. "Revolving Credit Advance" means an advance by a Lender to the Borrower as part of a Borrowing, and refers to a Base Rate Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of Revolving Credit Advance). "S&P" means Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc. "S&P Rating" is defined in the Pricing Schedule. "SEC Reports" means the following reports and financial statements of the Borrower: (i) the Borrower's Annual Report on Form 10-K for the year ended December 31, 2000, as filed with or sent to the Securities and Exchange Commission, including therein the Audited Statements of the Borrower; and (ii) the Borrower's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, including therein the Unaudited Statements of the Borrower, and the Borrower's Current Reports on Form 8-K, if any, provided to the Lenders prior to the date of this Agreement. "SPC" means any special purpose entity established for the purpose of purchasing receivables in connection with a receivables securitization transaction permitted under the terms of this Agreement "SPV" has the meaning specified in Section 8.07(h). "Securitization Bonds" means Debt of the Securitization SPE, issued pursuant to Enrolled Senate Bill No. 1253, Public Act 142 of 2000 of the State of Michigan. "Securitization SPE" means The Detroit Edison Securitization Funding LLC, a single-member limited liability company organized under the laws of the State of Michigan, all of the membership interest in which is held directly by the Borrower. "Significant Subsidiary" means any Subsidiary of the Borrower (A) the total assets (after intercompany eliminations) of which exceed 30% of the total assets of the Borrower and its Subsidiaries or (B) the net worth of which exceeds 30% of the Consolidated Net Worth of the Borrower and its Subsidiaries, in each case as shown on the audited consolidated financial statements of the Borrower as of the end of the fiscal year immediately preceding the date of determination. "Single Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or 11 any ERISA Affiliate and no Person other than the Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated. "Subsidiary" of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person's other Subsidiaries. "Unaudited Statements" means the unaudited condensed Consolidated balance sheets of the Borrower, as at June 30, 2001, and the related condensed Consolidated statements of income and cash flows of the Borrower for the six-month period then ended, duly certified by a Financial Officer of the Borrower. "Utilization Fee" has the meaning specified in Section 2.03(c). "Voting Stock" means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency. "Withdrawal Liability" has the meaning specified in Part I of Subtitle E of Title IV of ERISA. SECTION 1.02. Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding". SECTION 1.03. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) ("GAAP"). ARTICLE II: AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES SECTION 2.01. The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolver Termination Date in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender's name on Schedule 1 hereto or, if such 12 Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(d), as such amount may be reduced pursuant to Section 2.04 (such Lender's "Commitment"). Each Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender's Commitment, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and reborrow under this Section 2.01. SECTION 2.02. Making the Revolving Credit Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or 10:00 A.M. (New York City time) the Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Revolving Credit Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Revolving Credit Advance. Each Lender shall, before 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 8.02. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than ten separate Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Credit Advance to be made by such Lender as part of such Borrowing when such Revolving Credit Advance, as a result of such failure, is not made on such date. (d) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to 13 the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Revolving Credit Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Revolving Credit Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Revolving Credit Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Credit Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Credit Advance to be made by such other Lender on the date of any Borrowing. SECTION 2.03. Fees. (a) Facility Fee. The Borrower agrees to pay to the Agent for the account of each Lender a facility fee (the "Facility Fee") on the aggregate amount of such Lender's Commitment from the date hereof in the case of each Initial Lender and from effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until all of the Revolving Credit Advances have been paid in full and the Commitments under this Agreement have been terminated at a rate per annum equal to the Applicable Percentage in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December, and on the Revolving Loan Termination Date. (b) Agent's Fees. The Borrower shall pay to the Agent for its own account such fees as may from time to time be agreed between the Borrower and the Agent. (c) Utilization Fee. If the aggregate outstanding amount of all Revolving Credit Advances hereunder exceeds thirty-three percent (33%) of the aggregate amount of all Commitments then in effect on such date (or, if the Commitments have been terminated, the aggregate amount of all Commitments in effect immediately prior to such termination), the Borrower will pay to the Agent for the ratable benefit of the Lenders a utilization fee (the "Utilization Fee") at a per annum rate equal to the Applicable Utilization Fee Rate in effect from time to time payable on the aggregate outstanding amount of all Revolving Credit Advances on such date, payable in arrears quarterly on the last day of each March, June, September and December, and on the Revolving Loan Termination Date. SECTION 2.04. Termination or Reduction of the Commitments. (a) The Commitments shall be automatically terminated on the Revolver Termination Date. (b) The Borrower shall have the right, upon at least three Business Days' notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that each partial reduction shall be in the aggregate 14 amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Once terminated, a Commitment or portion thereof may not be reinstated. SECTION 2.05. Repayment of Revolving Credit Advances. The Borrower shall repay to the Agent for the ratable account of the Lenders on the Revolver Termination Date the aggregate principal amount of the Revolving Credit Advances then outstanding. SECTION 2.06. Interest on Revolving Credit Advances. (a) Scheduled Interest. The Borrower shall pay interest on the unpaid principal amount of each Revolving Credit Advance owing to each Lender from the date of such Revolving Credit Advance until such principal amount shall be paid in full, at the following rates per annum: (i) Base Rate Advances. During such periods as such Revolving Credit Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full. (ii) Eurodollar Rate Advances. During such periods as such Revolving Credit Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Revolving Credit Advance to the sum of (x) the Eurodollar Rate for such Interest Period for such Revolving Credit Advance plus (y) the Applicable Margin in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full. (b) Default Interest. (i) Upon the occurrence and during the continuance of an Event of Default, the Borrower shall pay interest on the unpaid principal amount of each Revolving Credit Advance owing to each Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Revolving Credit Advance pursuant to clause (a)(i) or (a)(ii) above, and (ii) the Borrower shall pay, to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above. SECTION 2.07. Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate 15 determined by the Agent for purposes of Section 2.06(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, the Agent will forthwith so notify the Borrower and the Lenders and such Eurodollar Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Eurodollar Rate Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended. (f) If fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances: (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Eurodollar Rate Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. SECTION 2.08. Optional Conversion of Revolving Credit Advances. The Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and 16 subject to the provisions of Sections 2.07 and 2.11, Convert all Revolving Credit Advances of one Type comprising the same Borrowing into Revolving Credit Advances of the other Type (it being understood that such Conversion of a Revolving Credit Advance or of its Interest Period does not constitute a repayment or prepayment of such Revolving Credit Advance); provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Revolving Credit Advances shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Revolving Credit Advances to be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such Eurodollar Rate Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower. SECTION 2.09. Prepayments of Revolving Credit Advances. (a) Optional Prepayment. The Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time), (i) on the same day for Base Rate Advances and (ii) on the second Business Day prior to the prepayment in the case of Eurodollar Rate Advances stating the proposed date and aggregate principal amount of the prepayment (and if such notice is given the Borrower shall) prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). (b) Mandatory Prepayment. The Borrower shall, upon five Business Days notice from the Agent given at the request or with the consent of the Required Lenders, prepay the aggregate principal amount outstanding plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that: (i) any Person or two or more Persons acting in concert (other than DTE Energy or any of its Subsidiaries) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 20% or more of the combined voting power of all Voting Stock of the Borrower; or (ii) any Person or two or more Persons acting in concert (other than DTE Energy or any of its Subsidiaries) shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Borrower. SECTION 2.10. Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances (excluding for purposes of 17 this Section 2.10 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) In the event that a Lender demands payment from the Borrower for amounts owing pursuant to subsection (a) or (b) of this Section 2.10, the Borrower may, upon payment of such amounts and subject to the requirements of Sections 8.04 and 8.07, substitute for such Lender another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such Lender and purchase the Revolving Credit Advances held by such Lender in accordance with Section 8.07, provided, however, that (i) no Default shall have occurred and be continuing, (ii) the Borrower shall have satisfied all of its obligations in connection with the Loan Documents with respect to such Lender, and (iii) if such assignee is not a Lender, (A) such assignee is acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,000 administrative fee. SECTION 2.11. Illegality. Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance or a Revolving Credit Advance that bears interest at the rate set forth in Section 2.06(a)(i), as the case may be, and (ii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. 18 SECTION 2.12. Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Agent at the Agent's Account in same day funds and without set off, deduction or counterclaim. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest, facility fees or the Utilization Fee ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note held by such Lender, to charge from time to time against any or all of the Borrower's accounts with such Lender any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of facility fees and the Utilization Fee shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, facility fees or the Utilization Fee are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, facility fee or the Utilization Fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together 19 with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate. SECTION 2.13. Taxes. (a) Any and all payments by the Borrower hereunder or under the Notes shall be made, in accordance with Section 2.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. (b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or the Notes (hereinafter referred to as "Other Taxes"). (c) The Borrower shall indemnify each Lender and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any taxes imposed by any jurisdiction on amounts payable under this Section 2.13) imposed on or paid by such Lender or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender or the Agent (as the case may be) makes written demand therefor. (d) Within 30 days after the date of any payment of Taxes, the Borrower shall furnish to the Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing payment thereof. In the case of any payment hereunder or under the Notes by or on behalf of the Borrower through an account or branch outside the United States or by or on behalf of the Borrower by a payor that is not a United States person, if the Borrower determines that no Taxes are payable in respect thereof, the Borrower shall furnish, or shall cause such payor to furnish, to the Agent, at such address, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e), the terms "United States" and "United States person" shall have the meanings specified in Section 7701 of the Internal Revenue Code. 20 (e) Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide each of the Agent and the Borrower with two original Internal Revenue Service Form W-8BEW or W-8ECI, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that such Lender is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the Notes. If the forms provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such form; provided, however, that, if at the date of the Assignment and Acceptance pursuant to which a Lender assignee becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection (a) in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such date. If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service Form W8BEW or W-8ECI, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the Borrower and shall not be obligated to include in such form or document such confidential information. (f) For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described in Section 2.13(e) (other than if such failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided, or if such form otherwise is not required under the first sentence of subsection (e) above), such Lender shall not be entitled to indemnification under Section 2.13(a) or (c) with respect to Taxes imposed by the United States by reason of such failure; provided, however, that should a Lender become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes. (g) In the event that a Lender demands payment from the Borrower for amounts owing pursuant to subsection (a) or (b) of this Section 2.13, the Borrower may, upon payment of such amounts and subject to the requirements of Sections 8.04 and 8.07, substitute for such Lender another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such Lender and purchase the Revolving Credit Advances held by such Lender in accordance with Section 8.07, provided, however, that (i) no Default shall have occurred and be continuing, (ii) the Borrower shall have satisfied all of its obligations in connection with the Loan Documents with respect to such Lender, and (iii) if such assignee is not a Lender, (A) such assignee is acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,000 administrative fee. 21 SECTION 2.14. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.10, 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. SECTION 2.15. Use of Proceeds. The proceeds of the Revolving Credit Advances shall be available (and the Borrower agrees that it shall use such proceeds) solely for general corporate purposes, including commercial paper liquidity, of the Borrower and its Subsidiaries. SECTION 2.16. Extensions of Revolver Termination Date. No earlier than 45 days and no later than 30 days prior to the Revolver Termination Date in effect at any time, the Borrower may, by written notice to the Agent, request that such Revolver Termination Date be extended for a period of 364 days. Such request shall be irrevocable and binding upon the Borrower. The Agent shall promptly notify each Lender of such request. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (an "Extending Lender"), it shall deliver to the Agent a written notice of its agreement to do so no earlier than 30 days and no later than 20 days prior to such Revolver Termination Date and the Agent shall notify the Borrower of such Extending Lender's agreement to extend its Commitment no later than 15 days prior to such Revolver Termination Date. The Commitment of any Lender that fails to accept or respond to the Borrower's request for extension of the Revolver Termination Date (a "Declining Lender") shall be terminated on the Revolver Termination Date originally in effect (without regard to any extension by other Lenders) and on such Revolver Termination Date the Borrower shall pay in full the principal amount of all Revolving Credit Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement. The Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. The Extending Lenders, or any of them, may offer to increase their respective Commitments by an aggregate amount up to the aggregate amount of the Declining Lenders' Commitments and any such Extending Lender shall deliver to the Agent a notice of its offer to so increase its Commitment no later than 15 days prior to such Revolver Termination Date. To the extent of any shortfall in the aggregate amount of extended Commitments, the Borrower shall have the right to require any Declining Lender to assign in full its rights and obligations under this 22 Agreement to an Eligible Assignee designated by the Borrower and acceptable to the Agent, that agrees to accept all of such rights and obligations (a "Replacement Lender"), provided that (i) such increase and/or such assignment is otherwise in compliance with Section 8.07 (provided that the $3000 processing and recording fee in respect of such assignment shall be payable by the Borrower), (ii) such Declining Lender receives payment in full of the principal amount of all Revolving Credit Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement, and (iii) any such increase shall be effective on the Revolver Termination Date in effect at the time the Borrower requests such extension and any such assignment shall be effective on the date specified by the Borrower and agreed to by the Replacement Lender and the Agent. If Extending Lenders and Replacement Lenders provide Commitments in an aggregate amount at least equal to 51% of the aggregate amount of the Commitments outstanding 30 days prior to the Revolver Termination Date in effect at the time the Borrower requests such extension, the Revolver Termination Date shall be extended by 364 days for such Extending Lenders. SECTION 2.17. Noteless Agreement; Evidence of Indebtedness. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Revolving Credit Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (b) The Agent shall also maintain accounts in which it will record (i) the date and the amount of each Revolving Credit Advance made hereunder and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (iii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto pursuant to Section 8.07, (iv) the amount of any sum received by the Agent hereunder from the Borrower and each Lender's share thereof, and (v) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest. (c) The entries maintained in the accounts maintained pursuant to clauses (a) and (b) above shall be prima facie evidence of the existence and amounts of the obligations hereunder and under the Notes therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay such obligations in accordance with their terms. (d) Any Lender may request that its Revolving Credit Advances be evidenced by a promissory note representing its Revolving Credit Advances substantially in the form of Exhibit A (each, a "Note"). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note payable to the order of such Lender. Thereafter, the Revolving Credit Advances evidenced by each such Note and interest thereon shall at all times (including after any assignment pursuant to Section 8.07) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 8.07, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that 23 such Revolving Credit Advances once again be evidenced as described in clauses (a) and (b) above. ARTICLE III: CONDITIONS TO EFFECTIVENESS AND LENDING SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the date hereof (the "Effective Date"), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred no Material Adverse Change since June 30, 2001. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Significant Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Significant Subsidiaries of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports. (c) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and reasonable expenses of the Agent and the Lenders with respect to this Agreement for which the Agent shall have made reasonable demand in accordance with Section 8.04 on or prior to the Effective Date. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and 24 (ii) No event has occurred and is continuing that constitutes a Default. (iii) The Borrower shall have delivered a certificate, substantially in form of Exhibit D hereto, signed on behalf of the Borrower by a Financial Officer of the Borrower. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Closing Date pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (iv) Copies of the SEC Reports. (v) A favorable opinion of T.A. Hughes, the General Counsel of the Borrower, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) Evidence satisfactory to the Agent that the Existing Credit Agreement shall have been or shall simultaneously with the initial Revolving Credit Advance hereunder be terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been simultaneously with the initial Revolving Credit Advance hereunder be paid in full. SECTION 3.02. Conditions Precedent to Each Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 (other than the representations and warranties contained in the last sentence of Section 4.01(e) and in Section 4.01(f)) are correct on and as of the date of such Borrowing, before and after 25 giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request. SECTION 3.03. Determinations Under Section 3.01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date. ARTICLE IV: REPRESENTATIONS AND WARRANTIES SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement, the Notes or any other Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes and each of the other Loan Documents to which it is a party when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes and each of the other Loan Documents to which it is a party when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. 26 (e) The Audited Statements of the Borrower and the Unaudited Statements of the Borrower, copies of each of which have been furnished to each Lender, fairly present, subject in the case of Unaudited Statements to normal year-end audit adjustments, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied. Since June 30, 2001, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of the Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document or the consummation of the transactions contemplated hereby and there has been no adverse change in the status of any Disclosed Litigation, or its financial effect on the Borrower or any of the Significant Subsidiaries from that disclosed or contemplated in the SEC Reports. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. 27 (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving Credit Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company" (within the meaning of the Investment Company Act of 1940, as amended). (o) The Borrower is a "public utility company" and a "subsidiary company" of DTE Energy, which is a "holding company" as such terms are defined in the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), and such "holding company" and the Borrower are currently exempt from the provisions of the 1935 Act (except Section 9 thereof). ARTICLE V: COVENANTS OF THE BORROWER SECTION 5.01. Affirmative Covenants. So long as any Revolving Credit Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will: (a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws. (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being 28 maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors. (c) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties (including customary self-insurance) in the same general areas in which the Borrower or such Subsidiary operates. (d) Preservation of Corporate Existence, Etc. Preserve and maintain its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower shall not be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower and that the loss thereof is not disadvantageous in any material respect to the Borrower or the Lenders. (e) Visitation Rights. At any reasonable time and from time to time, permit the Agent or any of the Lenders or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of the Significant Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of the Significant Subsidiaries with any of their officers or directors and with their independent certified public accountants. (f) Keeping of Books. Keep, and cause each of its Significant Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Subsidiary in accordance with generally accepted accounting principles in effect from time to time. (g) Maintenance of Properties, Etc. Subject to clause (d) above, maintain and preserve, and cause each of its Significant Subsidiaries to maintain and preserve, all of their respective properties that are used or useful in the conduct of their respective businesses in good working order and condition, ordinary wear and tear excepted. (h) Reporting Requirements. Furnish to the Lenders: (i) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower, Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter; (ii) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the Annual Report on Form 10-K for such year for the Borrower and its Consolidated Subsidiaries, as filed with or sent to the Securities and Exchange Commission, containing the Consolidated 29 balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion by Deloitte & Touche LLP or other independent public accountants acceptable to the Required Lenders; (iii) together with the financial statements required under clauses (i) or (ii) above, a compliance certificate in substantially the form of Exhibit F signed by a Financial Officer of the Borrower showing the then current information and calculations necessary to determine (i) the Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee Rate and compliance with this Agreement and stating that no Event of Default or Default exists, or if any Event of Default or Default exists, stating the nature and status thereof; (iv) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of a Financial Officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto; (v) as soon as possible and in any event within five days after any change in the Borrower's Moody's Rating or S&P Rating, notice thereof; (vi) promptly after the sending or filing thereof copies of all reports and registration statements that the Borrower or any Subsidiary filed with the Securities and Exchange Commission or any national securities exchange; (vii) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and (viii) such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. SECTION 5.02. Negative Covenants. At all times on and after the Effective Date so long as any Revolving Credit Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not: (a) Liens, Etc. Create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any of its Subsidiaries, except: (i) Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; 30 (ii) Liens imposed by law, such as carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than sixty (60) days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (iii) Liens arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (iv) Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries; (v) Liens described in the SEC Reports; (vi) Liens pursuant to the Borrower's Mortgage and Deed of Trust, dated as of October 1, 1924, as supplemented, as described therein; (vii) Liens pursuant to the Borrower's Indenture, dated as of June 30, 1993, as supplemented, as described therein, in connection with the issuance of debt securities secured by mortgage bonds; and (viii) Liens, including, without limitation, Liens arising in connection with a Receivables Purchase Facility or the issuance of Securitization Bonds, securing Debt of the Borrower (other than Debt of the Borrower owed to any Subsidiary) and/or securing Debt of the Borrower's Subsidiaries (other than Debt of any Subsidiary owed to the Borrower or any other Subsidiary), in an aggregate outstanding amount not to exceed ten percent (10%) of the consolidated assets of the Borrower and its Subsidiaries at any time. (b) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any Significant Subsidiary to do so, except that (i) any Significant Subsidiary may merge or consolidate with or into any other Significant Subsidiary, (ii) any Significant Subsidiary may merge into or dispose of assets to the Borrower, and (iii) the Borrower may merge or consolidate with (a) MichCon, so long as the Borrower shall be the surviving entity or MichCon shall expressly assume the obligations under this Agreement or (b) any other Person so long as the Borrower shall be the surviving entity and has, after giving effect to such merger or consolidation, senior unsecured Debt outstanding rated at least BBB- by S&P and Baa3 by Moody's; provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. 31 (c) Change in Nature of Business. Make, or permit any of its Significant Subsidiaries to make, any material change in the nature of its business as carried on the date hereof, other than as disclosed or contemplated in the SEC Reports. (d) Accounting Changes. Make or permit, or permit any of its Subsidiaries to make or permit, any change in accounting policies or reporting practices, except as required or permitted by generally accepted accounting principles. ARTICLE VI: EVENTS OF DEFAULT SECTION 6.01. Events of Default. If any of the following events ("Events of Default") shall occur and be continuing: (a) The Borrower shall fail to pay any principal of any Revolving Credit Advance when the same becomes due and payable; or the Borrower shall fail to pay any interest on any Revolving Credit Advance or make any other payment of fees or other amounts payable under this Agreement or any Note within three Business Days after the same becomes due and payable; or (b) Any representation or warranty made by the Borrower herein, by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or (c) (i) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 2.09(b), 5.01(d), (e) or (h) or 5.02, or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 10 days after written notice thereof shall have been given to the Borrower by the Agent or any Lender; or (d) The Borrower or any of its Significant Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal or notional amount of at least $25,000,000 in the aggregate (but excluding Debt outstanding hereunder and Nonrecourse Debt) of the Borrower or such Significant Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or 32 (e) The Borrower or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Significant Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or (f) Any judgment or order for the payment of money, individually or in the aggregate, in excess of $25,000,000 shall be rendered against the Borrower or any of its Significant Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (g) Any non-monetary judgment or order shall be rendered against the Borrower or any of its Significant Subsidiaries that could be reasonably expected to have a Material Adverse Effect, and there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (h) (i) any Person or "group" (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) shall either (A) acquire beneficial ownership of more than 25% of any outstanding class of common stock of DTE Energy having ordinary voting power in the election of directors of DTE Energy, or (B) obtain the power (whether or not exercised) to elect a majority of DTE Energy's directors, or (ii) DTE Energy shall at any time cease to hold 100% of the Voting Stock of the Borrower; or (i) The Borrower or any of its ERISA Affiliates shall incur, or, in the reasonable opinion of the Required Lenders, shall be reasonably likely to incur liability in excess of $25,000,000 individually or in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan; or (j) The Borrower and its Subsidiaries, on a Consolidated basis, shall at any time cease to: 33 (i) Maintain a ratio of Consolidated EBITDA to cash interest payable on all Debt (excluding (A) all Nonrecourse Debt of the Borrower and its Subsidiaries, (B) Excluded Hedging Debt and (C) the Junior Subordinated Debentures) of not less than 2:1 for each twelve-month period ending on the last day of September, December, March and June of each year, or (ii) Maintain a ratio of Consolidated Debt (excluding (A) all Nonrecourse Debt of the Borrower and its Subsidiaries, (B) Excluded Hedging Debt and (C) the Junior Subordinated Debentures) to Capitalization of not greater than .65:1; or (k) any provision of any of the Loan Documents after delivery thereof pursuant to Section 3.01 shall for any reason cease to be valid and binding on or enforceable against the Borrower, or the Borrower shall so state in writing; then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Revolving Credit Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Revolving Credit Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Revolving Credit Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Revolving Credit Advances shall automatically be terminated and (B) the Revolving Credit Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. ARTICLE VII: THE AGENT SECTION 7.01. Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit Advances), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or all of the Lenders to the extent required by the terms of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Revolving Credit Advances; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. 34 SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee in respect of any Revolving Credit Advance as the owner thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee in respect of such Revolving Credit Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties. SECTION 7.03. Barclays and Affiliates. With respect to its Commitment, the Revolving Credit Advances made by it and any Note issued to it, Barclays shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Barclays in its individual capacity. Barclays and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if Barclays were not the Agent and without any duty to account therefor to the Lenders. SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. SECTION 7.05. Indemnification. The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of their respective Revolving Credit Advances (or if no Revolving Credit Advances are at the time outstanding or if any Revolving Credit Advances are owing to Persons 35 that are not Lenders, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of any Loan Document or any action taken or omitted by the Agent under any Loan Document, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, any Loan Document, to the extent that the Agent is not reimbursed for such expenses by the Borrower. SECTION 7.06. Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. ARTICLE VIII: MISCELLANEOUS SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, (d) except as provided in Section 2.16, postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01; and provided further that no 36 amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note. SECTION 8.02. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed or delivered, if to the Borrower, at its address at 2000 2nd Avenue, Detroit, MI 48226, Attention: Treasurer; if to any Initial Lender, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Agent, at its address at 222 Broadway, New York, NY 10038, Attention: Jeff Pannullo; or, as to the Borrower or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Agent. All such notices and communications shall, when mailed, telecopied, telegraphed or telexed, be effective when deposited in the mails, telecopied, delivered to the telegraph company or confirmed by telex answerback, respectively, except that notices and communications to the Agent pursuant to Article II, III or VII shall not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay on demand, upon presentation of a statement of account and absent manifest error, all reasonable costs and reasonable expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Notes, each other Loan Document and the other documents to be delivered hereunder and thereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and reasonable expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Loan Documents. The Borrower further agrees to pay on demand all reasonable costs and reasonable expenses of the Agent and the Lenders, if any (including, without limitation, reasonable internal and external counsel fees and expenses, provided such fees and expenses are not duplicative), in connection with the "workout", restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and each Lender in connection with the enforcement of rights under this Section 8.04(a). 37 (b) The Borrower agrees to indemnify, to the extent legally permissible, and hold harmless the Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) the Notes, this Agreement, the other Loan Documents any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Revolving Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to the Borrower or any of its Subsidiaries, in each case whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower also agrees not to assert any claim against the Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, the other Loan Documents any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Revolving Credit Advances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Revolving Credit Advance, as a result of a payment or Conversion pursuant to Section 2.07(d) or (e), 2.09 or 2.11, acceleration of the maturity of the Revolving Credit Advances pursuant to Section 6.01, or for any other reason, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Revolving Credit Advance. (d) Without prejudice to the survival of any o ther agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.10, 2.13 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. SECTION 8.05. Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Revolving Credit Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, 38 provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under the Loan Documents and any Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have. SECTION 8.06. Binding Effect. This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders to any Person. SECTION 8.07. Assignments, Designations and Participations. (a) Each Lender may, with the prior consent of the Agent (which consent shall not be unreasonably withheld) and (for so long as no Default has occurred and is continuing) the Borrower (which consent shall not be unreasonably withheld) assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). 39 (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after the Borrower's receipt of such notice, if requested by the applicable Lender, the Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, if requested by such assigning Lender, a new Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto. (d) The Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses and Commitment of, and principal amount of Revolving Credit Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender 40 hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Each Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and any Note or Notes held by it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the owner of such Revolving Credit Advances for all purposes of this Agreement, (iv) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would (A) reduce the principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, or (B) increase the Commitments, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. Each participant shall be entitled to the benefits of Sections 2.10, 2.11 and 2.13 to the same extent as if it were a Lender and had acquired its interest under this Agreement by an assignment made pursuant to this Section 8.07, provided, however, that in no event shall the Borrower be obligated to make any payment with respect to such Sections that is greater than the amount that the Borrower would have otherwise made had no participations been sold under this Section 8.07(e). (f) Any Lender may, in connection with any assignment, designation or participation or proposed assignment, designation or participation pursuant to this Section 8.07, disclose to the assignee, designee or participant or proposed assignee, designee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee, designee or participant or proposed assignee, designee or participant shall agree to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from such Lender. (g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time (i) create a security interest in all or a portion of its rights under this Agreement (including, without limitation, the Revolving Credit Advances owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or (ii) with notice to the Agent and the Borrower, assign all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and the Note or Notes held by it) to any of its Affiliates. (h) Notwithstanding anything to the contrary contained herein, any Lender (a "DESIGNATING LENDER") may grant to one or more special purpose funding vehicles (each an 41 "SPV"), identified as such in writing from time to time by the Designating Lender to the Agent and the Borrower, the option to provide to the Borrower all or any part of any Revolving Credit Advance that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Revolving Credit Advance, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Credit Advance, the Designating Lender shall be obligated to make such Revolving Credit Advance pursuant to the terms hereof, (iii) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder and (iv) no SPV or Designating Lender shall be entitled to receive any greater amount under this Agreement than the Designating Lender would have been entitled to receive had the Designating Lender not otherwise granted such SPV the option to provide any Revolving Credit Advance to the Borrower. The making of a Revolving Credit Advance by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Revolving Credit Advance were made by such Designating Lender. (i) Each party hereto hereby acknowledges and agrees that no SPV shall have the rights of a Lender hereunder, such rights being retained by the applicable Designating Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPV shall have any voting rights hereunder and that the voting rights attributable to any Revolving Credit Advance made by an SPV shall be exercised only by the relevant Designating Lender and that each Designating Lender shall serve as the administrative agent and attorney-in-fact for its SPV and shall on behalf of its SPV receive any and all payments made for the benefit of such SPV and take all actions hereunder to the extent, if any, such SPV shall have any rights hereunder. No additional Note shall be required to evidence the Revolving Credit Advances or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note or Notes, if any, as administrative agent for such SPV to the extent of the Revolving Credit Advances or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as administrative agent for such SPV. (j) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Designating Lender provides such indemnity or makes such payment; provided, with respect to such agreement by the Borrower that the related Designating Lender shall not be in breach of its obligation to make Revolving Credit Advances to the Borrower hereunder. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Agreement) that prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof; provided, with respect to such agreement by the Borrower that the related Designating Lender shall not be in breach of its obligation to make Revolving Credit Advances to the Borrower hereunder. Notwithstanding the foregoing, the Designating Lender unconditionally agrees to indemnify the Borrower, the Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or 42 asserted against the Borrower, the Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPV. (k) In addition, notwithstanding anything to the contrary contained in subsection 8.07(h), (i), (j) or (k) or otherwise in this Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Revolving Credit Advances to the Designating Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Revolving Credit Advances and (ii) disclose on a confidential basis any non- public information relating to its Revolving Credit Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. Subsection 8.07(h), (i), (j) or (k) may not be amended without the written consent of any Designating Lender affected thereby. SECTION 8.08. Confidentiality. Neither the Agent nor any Lender shall disclose any Confidential Information to any other Person without the consent of the Borrower, other than (a) to the Agent's or such Lender's Affiliates and their officers, directors, employees, agents and advisors and, as contemplated by Section 8.07(f), to actual or prospective assignees and participants, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process, (c) to any rating agency when required by it, provided that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from such Lender and (d) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking. SECTION 8.09. Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 8.10. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. SECTION 8.11. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by 43 law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. SECTION 8.12. Waiver of Jury Trial. Each of the Borrower, the Agent and the Lenders hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof. REMAINDER OF PAGE INTENTIONALLY BLANK 44 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. THE DETROIT EDISON COMPANY By: /s/ N.A. Khouri ----------------------------------- Name: N.A. Khouri Title: Vice President and Treasurer Lenders BARCLAYS BANK PLC, Individually and as Administrative Agent By: /s/ Sydney G. Dennis ___________________________________ Name: Sydney G. Dennis Title: Director SALOMON SMITH BARNEY INC., as Co-Syndication Agent By: /s/ Anita J. Brickell ____________________________________ Name: Anita J. Brickell Title: Attorney-in-Fact BANC ONE CAPITAL MARKETS, INC., as Co-Syndication Agent By: /s/ Brian J. Zimmer ____________________________________ Name: Brian J. Zimmer Title: Director CITIBANK, N.A., as a Lender By: /s/ Dhaya Ranganathan ____________________________________ Name: Dhaya Ranganathan Title: Vice President BANK ONE, NA (MAIN OFFICE- CHICAGO), as a Lender By: /s/ Dawn M. Lawler ------------------------ Name: DAWN M. LAWLER Title: Vice President THE BANK OF NOVA SCOTIA, as a Lender By: /s/ N. Bell ------------------------ Name: N. BELL Title: Assistant Agent KEY BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Sherrie I. Manson ------------------------ Name: Sherrie I. Manson Title: Vice President THE BANK OF NEW YORK, as a Lender By: /s/ Cynthia D. Howells ----------------------------- Name: Cynthia D. Howells Title: Assistant Vice President COMERICA BANK, as a Lender By: /s/ David C. Bird ---------------------------------- Name: David C. Bird Title: Vice President CREDIT SUISSE FIRST BOSTON, as a Lender By: /s/ Jay Chall ---------------------------------- Name: Jay Chall Title: Director By: /s/ Jeffrey Bernstein ---------------------------------- Name: Jeffrey Bernstein Title: Vice President THE CHASE MANHATTAN BANK, as a Lender By: /s/ Peter M. Ling ------------------------ Name: Peter M. Ling Title: Vice President THE INDUSTRIAL BANK OF JAPAN, LIMITED, as a Lender By: /s/ Masashi Sakai ------------------------ Name: Masashi Sakai Title: General Manager THE FUJI BANK, LIMITED, as a Lender By: /s/ Peter L. Chinnici --------------------------- Name: Peter L. Chinnici Title: Senior Vice President & Group Head THE DAI-ICHI KANGYO BANK, LTD., as a Lender By: /s/ Novuyasu Fukatsu ------------------------ Name: Novuyasu Fukatsu Title: General Manager UNION BANK OF CALIFORNIA, N.A., as a Lender By: /s/ Robert J. Olson ------------------------ Name: Robert J. Olson Title: Vice President UBS AG, STAMFORD BRANCH, as a Lender By: /s/ Wilfred V. Saint ------------------------ Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US By: /s/ Susan Brunner ------------------------ Name: Susan Brunner Title: Associate Director Banking Products Services, US BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ Paul Szczepanski ------------------------ Name: Paul Szczepanski Title: Vice President By: /s/ Hareward Drummond ------------------------ Name: Hareward Drummond Title: Senior Vice President MELLON BANK, N.A., as a Lender By: /s/ Richard A. Matthews ------------------------ Name: Richard A. Matthews Title: First Vice President SOCIETE GENERALE, as a Lender By: /s/ Michael O. Lincoln ------------------------------------- Name: MICHAEL O. LINCOLN Title: DIRECTOR COBANK, ACB, as a Lender By: /s/ Teresa L. Fountain ------------------------------------ Name: Teresa L. Fountain Title: Assistant Corporate Secretary CREDIT LYONNAIS NEW YORK BRANCH, as a Lender By: /s/ Bernard Weymuller ------------------------------------ Name: Bernard Weymuller Title: Senior Vice President BANK HAPOALIM B.M., as a Lender By: /s/ Marc Bosc ------------------------------------ Name: Marc Bosc Title: Vice President By: /s/ Conrad Wagner ------------------------------------ Name: Conrad Wagner Title: First Vice President FIFTH THIRD BANK, EASTERN MICHIGAN, as a Lender By: /s/ Michael E. Dolson ------------------------------------ Name: Michael E. Dolson Title: Vice President ARAB BANKING CORPORATION, as a Lender By: /s/ Grant E. McDonald ---------------------------------- Name: Grant E. McDonald Title: Vice President STANDARD FEDERAL BANK, N.A., as a Lender By: /s/ Richard C. Northrup, III ---------------------------------- Name: Richard C. Northrup, III Title: Vice President THE NORTHERN TRUST COMPANY, as a Lender By: /s/ Roger McDougal ---------------------------------- Name: Roger McDougal Title: Second Vice President FIRST INDEPENDENCE NATIONAL BANK, OF DETROIT, as a Lender By: /s/ Barbara W. Worden ---------------------------------- Name: Barbara W. Worden Title: Senior Vice President SCHEDULE I THE DETROIT EDISON COMPANY APPLICABLE LENDING OFFICES

NAME OF INITIAL LENDER DOMESTIC LENDING OFFICE EURODOLLAR LENDING OFFICE COMMITMENT - ---------------------- ----------------------- ------------------------- ---------- Citibank, N.A. 388 Greenwich Street Same as Domestic Lending $24,642,857.12 21st Floor Office New York, NY 10003 Attention: Dhaya Ransanathan Telecopier: (212) 816-8098 Bank One, NA One Bank One Plaza Same as Domestic Lending $24,642,857.12 Suite 0634 Office Chicago, IL 60670 Attention: Gloria Steinbrenner Telecopier: (312) 732-4840 Barclays Bank PLC 222 Broadway 222 Broadway $24,642,857.14 New York, NY 10038 New York, NY 10038 Attention: Jeff Pannullo Attention: Jeff Pannullo Telecopier: (212) 412-5306 Telecopier: (212) 412-5306 The Bank of Nova Scotia 600 Peachtree Street NE Same as Domestic Lending $17,357,142.86 Suite 2700 Office Atlanta, GA 30308 Attention: Mystro Whatley Telecopier: (404) 888-8998 Key Bank National 127 Public Square Same as Domestic Lending $17,357,142.86 Association Cleveland, OH 44114 Office Attention: Laura Binkley Telecopier: (216)689-4981 The Bank of New York One Wall Street Same as Domestic Lending $17,357,142.86 New York, NY 10286 Office Attention: Kathy D'Elena Telecopier: (212) 635-7923 Comerica Bank 500 Woodward Avenue Same as Domestic Lending $17,357,142.86 MC 3268 Office Detroit, MI 48226 Attention: David C. Bird Telecopier: (313) 222-9514 Credit Suisse First Boston 11 Madison Avenue Same as Domestic Lending $17,357,142.86 New York, NY 10010 Office Attention: Andrea Shkane Telecopier: (212) 325-8309 The Chase Manhattan 270 Park Avenue Same as Domestic Lending $17,357,142.86 Bank 23rd Floor Office New York, NY 10017 Attention: Lynette Lang Telecopier: (212) 552-5777 The Fuji Bank, Limited c/o Fuji Bank NJ Data Center Same as Domestic Lending $5,554,285.71 95 Christopher Columbus Dr. Office Jersey City, NJ 07302 Attention: Tina Catapeno Telecopier: (201) 432-6803

NAME OF INITIAL LENDER DOMESTIC LENDING OFFICE EURODOLLAR LENDING OFFICE COMMITMENT - ---------------------- ----------------------- ------------------------- ---------- The Dai-Ichi Kangyo 95 Christopher Columbus Dr. Same as Domestic Lending $5,554,285.72 Bank, Ltd. Jersey City, NJ 07302 Office Attention: Lending Desk Telecopier: (201) 432-6803 The Industrial Bank of The Industrial Bank of Japan, Same as Domestic Lending $6,248,571.43 Japan, Limited Limited Office New York Branch 1251 Avenue of the Americas New York, NY 10020-1104 Attention: Lydia Mistretta Telecopier: (212) 282-4480 Union Bank of California, Energy Capital Services Same as Domestic Lending $17,357,142.86 N.A. 445 S. Figueroa Street, 15th Office Floor Los Angeles, CA 90017 Attention: Dennis Blank Telecopier: (213) 236-4096 UBS AG, Stamford 577 Washington Boulevard Same as Domestic Lending $15,107,142.86 Branch Stamford, CT 06901 Office Attention: Denise Conzo Telecopier: (203) 719-3853 Bayerische Landesbank 560 Lexington Avenue Same as Domestic Lending $11,785,714.29 Girozentrale, Cayman 17th Floor Office Islands Branch New York, NY 10022 Attention: Sean O'Sullivan Telecopier: (212) 310-9868 Mellon Bank, N.A. 3 Mellon Center - Room 1203 Same as Domestic Lending $11,785,714.29 Pittsburgh, PA 15259 Office Attention: Brenda Leiersapf Telecopier: (412) 209-6146 Societe Generale 1221 Avenue of the Americas Same as Domestic Lending $ 8,571,428.57 New York, NY 10020 Office Attention: Gede Antara and/or Soo Lee Telecopier: (212) 278-7343 CoBank, ACB 5500 South Quebec Street Same as Domestic Lending $ 8,571,428.57 Greenwood Village, CO 80111 Office Attention: Darla Moran Telecopier: (303) 740-4021 Credit Lyonnais New 1301 Avenue of the Americas Same as Domestic Lending $ 8,571,428.57 York Branch New York, NY 10019 Office Attention: Bindu Menon Telecopier: (917) 849-5540 Bank Hapoalim B.M. 1177 Avenue of the Americas Same as Domestic Lending $ 5,357,142.86 New York, NY 10036 Office Attention: Marc Bosc Telecopier: (212) 782-2382 Fifth Third Bank, Eastern c/o Madisonville Operations Same as Domestic Lending $ 4,285,714.29 Michigan Center Office MD 1M0C2B Cincinnati, OH 45263-5300 Attention: Gina Schmidt Telecopier: (513) 358-0221

2

NAME OF INITIAL LENDER DOMESTIC LENDING OFFICE EURODOLLAR LENDING OFFICE COMMITMENT - ---------------------- ----------------------- ------------------------- ---------- Arab Banking Corporation 277 Park Avenue Same as Domestic Lending $ 4,285,714.29 32nd Floor Office New York, NY 10172 Attention: R. Hassan Telecopier: (212) 583-0932 Standard Federal Bank, 2600 W. Big Beaver Same as Domestic Lending $ 4,285,714.29 N.A. Troy, MI 48084 Office Attention: Yvonne Hicks Telecopier: (248) 637-5003 The Northern Trust 50 S. LaSalle Street Same as Domestic Lending $ 4,285,714.29 Company Chicago, IL 60675 Office Attention: Funding Contact Telecopier: (312) 444-5055 First Independence Bank 44 Michigan Avenue Same as Domestic Lending $ 321,428.57 of Detroit Detroit, MI 48226 Office Attention: Barbara W. Worden Telecopier: (313) 256-8444 Total: $300,000,000

3 PRICING SCHEDULE

LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V STATUS STATUS STATUS STATUS STATUS ------ ------ ------ ------ ------ Applicable 0.125% 0.150% 0.175% 0.250% 0.400% Percentage Applicable 0.425% 0.600% 0.700% 0.800% 1.200% Margin (Eurodollar Rate) Applicable 0.125% 0.125% 0.125% 0.125% 0.250% Utilization Fee Applicable 0.0% 0.0% 0.0% 0.0% 0.0% Margin (Base Rate)

For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule: "Level I Status" exists at any date if, on such date, the Borrower's Moody's Rating is A3 or better or the Borrower's S&P Rating is A- or better. "Level II Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status and (ii) the Borrower's Moody's Rating is Baa1 or better or the Borrower's S&P Rating is BBB+ or better. "Level III Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Borrower's Moody's Rating is Baa2 or better or the Borrower's S&P Rating is BBB or better. "Level IV Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status, Level II Status or Level III Status and (ii) the Borrower's Moody's Rating is Baa3 or better or the Borrower's S&P Rating is BBB- or better. "Level V Status" exists at any date if, on such date, the Borrower has not qualified for Level I Status, Level II Status, Level III or Level IV Status. "Moody's Rating" means, at any time, the rating issued by Moody's and then in effect with respect to the Borrower's senior unsecured long-term debt securities without third-party credit enhancement. "S&P Rating" means, at any time, the rating issued by S&P and then in effect with respect to the Borrower's senior unsecured long-term debt securities without third-party credit enhancement. 4 "Status" means Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status. The Applicable Margin, Applicable Utilization Fee and Applicable Percentage shall be determined in accordance with the foregoing table based on the Borrower's Status as determined from its then-current Moody's Rating and S&P Rating. The credit rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date. If at any time the Borrower does not have both a Moody's Rating and an S&P Rating, Level V Status shall exist. In the event that a split occurs between the two ratings, then the Status corresponding to the lower of the two ratings shall apply. However, if the split is greater than one level, then the pricing shall be based upon the Status one level above the Status corresponding to the lower of the two ratings. 5 EXHIBIT A - FORM OF REVOLVING CREDIT PROMISSORY NOTE U.S.$_______________ Dated: _______________, 2001 FOR VALUE RECEIVED, the undersigned, THE DETROIT EDISON COMPANY, a Michigan corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of _________________________ (the "Lender") for the account of its Applicable Lending Office on the Revolver Termination Date (each as defined in the Credit Agreement referred to below), the principal sum of U.S.$[amount of the Lender's Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Credit Agreement dated as of November 7, 2001 (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) among the Borrower, the Lender and certain other lenders parties thereto, and Barclays Bank PLC, as Agent for the Lender and such other lenders outstanding on the Revolver Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Barclays Bank PLC, as Agent, at 222 Broadway, New York, NY, 10038, Account No. 050-019104, Attention: Jeff Pannullo, in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. THE DETROIT EDISON COMPANY By________________________________ Title: 6 ADVANCES AND PAYMENTS OF PRINCIPAL

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7 EXHIBIT B - FORM OF NOTICE OF REVOLVING CREDIT BORROWING Barclays Bank PLC, as Agent for the Lenders parties to the Credit Agreement referred to below 222 Broadway New York, NY 10038 Attention: Jeff Pannullo [Date] Ladies and Gentlemen: The undersigned, THE DETROIT EDISON COMPANY, refers to the Credit Agreement, dated as of November 7, 2001 (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto and Barclays Bank PLC, as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is _______________, ____. (ii) The Type of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurodollar Rate Advances]. (iii) The aggregate amount of the Proposed Borrowing is $_______________. [(iv) The initial Interest Period for each Eurodollar Rate Advance made as part of the Proposed Borrowing is _____ month[s].] The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (B) no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Default. Very truly yours, THE DETROIT EDISON COMPANY By________________________________ 8 EXHIBIT C - FORM OF ASSIGNMENT AND ACCEPTANCE Reference is made to the Credit Agreement dated as of November 7, 2001 (as amended or modified from time to time, the "Credit Agreement") among The Detroit Edison Company, a Michigan corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement) and Barclays Bank PLC, as agent for the Lenders (the "Agent"). Terms defined in the Credit Agreement are used herein with the same meaning. The "Assignor" and the "Assignee" referred to on Schedule I hereto agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor's rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the Credit Agreement. After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the Revolving Credit Advances owing to the Assignee will be as set forth on Schedule 1 hereto. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iv) attaches the Note held by the Assignor, if any, and requests that the Agent exchange such Note for a new Note payable to the order of the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto or new Notes payable to the order of the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto and the Assignor in an amount equal to the Commitment retained by the Assignor under the Credit Agreement, respectively, as specified on Schedule 1 hereto. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are 9 reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service forms required under Section 2.13 of the Credit Agreement. 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent. The effective date for this Assignment and Acceptance (the "Effective Date") shall be the date of acceptance hereof by the Agent, unless otherwise specified on Schedule 1 hereto. 5. Upon such acceptance and recording by the Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 6. Upon such acceptance and recording by the Agent, from and after the Effective Date, the Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest, facility fees and the Utilization Fee with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective Date directly between themselves. 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York. 8. This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon. 10 Schedule 1 to Assignment and Acceptance Percentage interest assigned: _____% Assignee's Commitment: $__________ Aggregate outstanding principal amount of Revolving Credit Advances assigned: $__________ Principal amount of Revolving Credit Advances payable to Assignee: $__________ Principal amount of Revolving Credit Advances payable to Assignor: $__________ Effective Date(1): _______________, ____ [NAME OF ASSIGNOR], as Assignor By_________________________________ Title: Dated: _______________, ____ [NAME OF ASSIGNEE], as Assignee By_________________________________ Title: Dated: _______________, ____ Domestic Lending Office: [Address] Eurodollar Lending Office: [Address] Accepted [and Approved](2) this __________ day of _______________, ____ _________________________, as Agent By____________________________ Title: - ---------- (1) This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Agent. (2) Required if the Assignee is an Eligible Assignee solely by reason of clause (viii) of the definition of "Eligible Assignee". 11 [Approved this __________ day of _______________, ____.] THE DETROIT EDISON COMPANY By____________________________]** Title: 12 EXHIBIT D - FORM OF CERTIFICATE DTE ENERGY COMPANY THE DETROIT EDISON COMPANY MICHIGAN CONSOLIDATED GAS COMPANY OFFICER'S CERTIFICATE I, N.A. Khouri, Vice President and Treasurer of DTE ENERGY COMPANY ("DTE"), THE DETROIT EDISON COMPANY ("DECO") and MICHIGAN CONSOLIDATED GAS COMPANY ("MichCon"), each a Michigan corporation (each a "Borrower" and collectively the "Borrowers"), DO HEREBY CERTIFY, pursuant to Section 3.01 of each of (i) the Credit Agreement, dated as of November 7, 2001, among DTE, the financial institutions from time to time parties thereto (the "DTE Lenders"), and Citibank, N.A., as agent for said DTE Lenders (the "DTE Credit Agreement"), (ii) the Credit Agreement, dated as of November 7, 2001, among DECO, the financial institutions from time to time parties thereto (the "DECO Lenders") and Barclays Bank PLC, as agent for said DECO Lenders (the "DECO Credit Agreement"), and (iii) the Credit Agreement, dated as of November 7, 2001, among MichCon, the financial institutions from time to time parties thereto (the "MichCon Lenders", and, together with the DTE Lenders and the DECO Lenders, the "Lenders") and Bank One, NA, as agent for said Lenders (the "MichCon Credit Agreement", and together with the DTE Credit Agreement and the DECO Credit Agreement, the "Credit Agreements"), that the terms defined in the Credit Agreements are used herein as herein defined and, further, that: 1. The Effective Date shall be November [___], 2001. 2. The representation and warranties contained in Section 4.01 of each of the Credit Agreements are true and current on and as of the date hereof. 3. No event has occurred and is continuing that constitutes a Default. 4. Each Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. 5. The execution, delivery and performance by each Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within each Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) each Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting each Borrower. 6. All governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Loan Documents to which each Borrower is a party have been obtained, including in the case of DECO, the order of the Federal Energy Regulatory Commission (without the imposition of any conditions that are not acceptable to the Lenders), and remain in effect, and no law or regulation is applicable that restrains, prevents or imposes materially adverse conditions upon each Borrower with respect to the transactions contemplated by the Loan Documents to which it is a party. 13 7. Each of the Loan Documents to which each of the Borrowers is a party when delivered pursuant to each of the Credit Agreements has been duly executed and delivered by each Borrower. Each of the other Loan Documents to which each Borrower is a party when delivered hereunder will be, the legal, valid and binding obligation of each Borrower enforceable against each Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally. 8. The Consolidated balance sheets of each of DTE, DECO, MCN Energy Group Inc. ("MCN"), MichCon and their respective Subsidiaries as at December 31, 2000, and the related Consolidated statements of income and cash flows of each of DTE, DECO, MCN, MichCon, and their respective Subsidiaries for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and the condensed Consolidated balance sheets of each of DTE, DECO, MichCon, and their respective Subsidiaries as at June 30, 2001 and the related condensed Consolidated statements of income and cash flows of each of DTE, DECO, MichCon and their respective Subsidiaries for the six months then ended, copies of which have been furnished to each Lender, attached hereto as Annex A-1 through A-6 are hereby duly certified by the undersigned, as fairly presenting, subject in the case of said balance sheet as at June 30, 2001, and said statements of income and cash flows for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of each of DTE, DECO, MCN, MichCon and their respective Subsidiaries, as applicable, as at such dates and the Consolidated results of the operations of each of DTE, DECO, MCN, MichCon and their respective Subsidiaries, as applicable, for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied, and the respective reports in which such financial statements are contained are hereby designated as the "SEC Reports" for purposes of the Credit Agreements. Since June 30, 2001 there has been no Material Adverse Change with respect to any of the Borrowers. 9. None of the Borrowers is a party to an indenture, loan or credit agreement, lease, guarantee, mortgage, security agreement, bond, note or other agreement or instrument, and there are no orders, writs, judgments, awards, injunctions or decrees, that affect or purport to affect each Borrower's right to borrow money or each Borrower's obligations under the Loan Documents to which it is a party. 10. The Existing Credit Agreements are terminated (except for those provisions that expressly survive the termination thereof) upon effectiveness of the Credit Agreements on the Effective Date; as of the date hereof, there are no loans outstanding under the Existing Credit Agreements and all amounts owed to the lender or agents thereunder have been paid in full. 14 IN WITNESS WHEREOF, I have signed this certificate this [___] day of November, 2001. ------------------------------------ N.A. Khouri Vice President and Treasurer 15 EXHIBIT E - FORM OF OPINION OF COUNSEL TO THE BORROWER [Date] To each of the Lenders set forth in Schedule A hereto DTE Energy Company The Detroit Edison Company Michigan Consolidated Gas Company Ladies and Gentlemen: This opinion is furnished to you pursuant to (i) Section 3.01(h)(v) of the Credit Agreement, dated as of November 7, 2001, among DTE Energy Company ("DTE"), the financial institutions from time to time parties thereto (the "DTE Lenders"), and Citibank, N.A., as agent for said DTE Lenders, Barclays Bank PLC and Banc One Capital Markets, Inc., as Co-Syndication Agents, and with Salomon Smith Barney Inc., as Lead Arranger and Sole Book Runner (the "DTE Credit Agreement"), (ii) Section 3.01(h)(v) of the Credit Agreement, dated as of November 7, 2001, among The Detroit Edison Company ("DECO"), the financial institutions parties thereto (the "DECO Lenders") and Barclays Bank PLC, as agent for said DECO Lenders, Salomon Smith Barney Inc. and Banc One Capital Markets, Inc., as Co-Syndication Agents, and with Barclays Capital and Banc One Capital Markets, Inc., as Co-Lead Arrangers and Joint Book Runners (the "DECO Credit Agreement"), and (iii) Section 3.01(h)(v) of the Credit Agreement, dated as of November 7, 2001, among Michigan Consolidated Gas Company ("MichCon"), the financial institutions parties thereto (the "MichCon Lenders", and together with the DTE Lenders and the DECO Lenders, the "Lenders") and Bank One, NA, as agent for said Lenders, Barclays Bank PLC and Salomon Smith Barney Inc., as Co-Syndication Agents, and with Banc One Capital Markets, Inc. and Barclays Capital, as Co-Lead Arrangers and Joint Book Runners (the "MichCon Credit Agreement", and together with the DTE Credit Agreement and the DECO Credit Agreement, the "Credit Agreements"). Terms defined in each Credit Agreement are used herein as therein defined. I am the Associate General Counsel of DTE, and the Vice President and General Counsel of both DECO and MichCon, and have acted as counsel for each of the Borrowers in connection with the preparation, execution and delivery of the Loan Documents. In that connection, I, in conjunction with the members of my staff, have examined: (1) Each Loan Document, executed by each of the parties thereto. (2) The other documents furnished by each of the Borrowers pursuant to Article III of each of the Credit Agreements. 16 (3) The Restated Articles of Incorporation of DTE, the Restated Articles of Incorporation of DECO, and the Restated Articles of Incorporation of MichCon and all amendments thereto (the "Charters"). (4) The By-Laws of each of the Borrowers and all amendments thereto (the "By-Laws"). (5) Certificates from the State of Michigan attesting to the continued corporate existence and good standing of each of the Borrowers. I have also examined the originals, or copies certified to my satisfaction, of the documents listed in a certificate of a Financial Officer of each of the Borrowers, dated the date hereof (the "Certificate"), certifying that the documents listed in such certificate are all of the indentures, loan or credit agreements, leases, guarantees, mortgages, security agreements, bonds, notes and other agreements or instruments, and all of the orders, writs, judgments, awards, injunctions and decrees, that affect or purport to affect each Borrower's right to borrow money or each Borrower's obligations under the Loan Documents to which it is party. In addition, I have examined the originals, copies certified to my satisfaction, of such other corporate records of each Borrower, certificates of public officials and of officers of each Borrower, and agreements, instruments and other documents, as we have deemed necessary as a basis for the opinions expressed below. As to questions of fact material to such opinions, I have, when relevant facts were not independently established by me, relied upon certificates of public officials. I have assumed the due execution and delivery, pursuant to due authorization, of each of the Credit Agreements by the Lenders and the applicable Agent. My opinions expressed below are limited to the law of the State of Michigan and the federal law of the United States. Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the following opinion: 1. Each of the Borrowers is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. 2. The execution, delivery and performance by each of the Borrowers of the Loan Documents to which it is party, and the consummation of the transactions contemplated thereby, are within each Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Charters or the By-Laws of each Borrower or (ii) any law, rule or regulation applicable to each of the Borrowers (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or (iii) any contractual or legal restriction contained in any document listed in the Certificate or, to the best of my knowledge (after due inquiry), contained in any other similar document. 3. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery, recordation, filing or performance by each Borrower of the Loan Documents to which each is a party, except such as have been obtained, including, in the case of DECO, the order of the Federal Energy Regulatory Commission dated May 31, 2001. 17 4. Each Loan Document has been duly executed and delivered on behalf of the Borrower thereto. 5. Except as may have been disclosed to you in the SEC Reports designated in the Certificate, to the best of my knowledge (after due inquiry) there are no pending or overtly threatened actions or proceedings affecting each Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purport to affect the legality, validity, binding effect or enforceability of any Loan Documents or the consummation of the transactions contemplated thereby. 6. In a properly presented case, a Michigan court or a federal court sitting in the State of Michigan applying Michigan choice of law rules should give effect to the choice of law provisions of the Loan Documents and should hold that such Loan Documents are to be governed by the laws of the State of New York rather than the laws of the State of Michigan. In rendering the foregoing opinion, I note that by their terms the Loan Documents expressly select New York law as the laws governing their interpretation and that the Loan Documents governed by New York law were delivered by the parties thereto to the Agent in New York. The choice of law provisions of the Loan Documents are not voidable under the laws of the State of Michigan. 7. If, despite the provisions of Section 8.09 of each of the Credit Agreements wherein the parties thereto agree that the Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York, a court of the State of Michigan or a federal court sitting in the State of Michigan were to hold that the Loan Documents are governed by, and to be construed in accordance with the laws of the State of Michigan, the respective Loan Documents would be, under the laws of the State of Michigan, legal, valid and binding obligations of the applicable Borrower, enforceable against such Borrower in accordance with their respective terms. 8. Neither the Borrowers nor any of their Subsidiaries is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended; DECO is a "public utility company" and a "subsidiary company" of DTE, which is a "holding company" as such terms are defined in the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), and such "holding company" and DECO are currently exempt from the provisions of the 1935 Act (except Section 9 thereof); and MichCon is a "public utility company" and a "subsidiary company" of MichCon Holdings, Inc., which is a "holding company" and a "subsidiary company" of DTE Enterprises, Inc., which is a "holding company" and a "subsidiary company" of DTE, as such terms are defined in the 1935 Act, and such "holding companies" and MichCon are currently exempt from the provisions of the 1935 Act (except Section 9 thereof); The opinions set forth above are subject to the following qualifications: (a) My opinion in paragraph 7 above as to enforceability is subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar law affecting creditors' rights generally. 18 (b) My opinion in paragraph 7 above as to enforceability is subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (c) I express no opinion as to participation and the effect of the law of any jurisdiction other than the State of Michigan wherein any Lender may be located or wherein enforcement of the Loan Documents may be sought that limits the rates of interest legally chargeable or collectible. Very truly yours, 19 Schedule A Each of the Lenders party to the Credit Agreement, dated as of November 7, 2001, among DTE, Citibank, N.A., as Lender and Agent, and Banc One Capital Markets, Inc. and Barclays Bank PLC, as Co-Syndication Agents, and with Salomon Smith Barney Inc., as Lead Arranger and Sole Book Runner. Each of the Lenders party to the Credit Agreement, dated as of November 7, 2001, among DECO, Barclays Bank PLC, as Lender and Agent, and Salomon Smith Barney Inc. and Banc One Capital Markets, Inc., as Co- Syndication Agents, and with Barclays Capital and Banc One Capital Markets, Inc., as Co- Lead Arrangers and Joint Book Runners. Each of the Lenders party to the Credit Agreement, dated as of November 7, 2001, among MichCon, Bank One, NA, as Lender and Agent, and Barclays Bank PLC and Salomon Smith Barney Inc., as Co-Syndication Agents, and with Banc One Capital Markets, Inc. and Barclays Capital, as Co-Lead Arrangers and Joint Book Runners. 20 EXHIBIT F - FORM OF COMPLIANCE CERTIFICATE COMPLIANCE CERTIFICATE To: The Lenders parties to the Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of November 7, 2001 (as amended or modified from time to time, the "Agreement"; the terms defined therein being used herein as therein defined) among The Detroit Edison Company, a Michigan corporation (the "Borrower"), the lenders parties thereto, and Barclays Bank PLC, as Agent for the lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: I am the duly elected ________________ of the Borrower; I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements; The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and Schedule I attached hereto sets forth financial data and computations evidencing the Borrower's compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , . By: -------------------------------------- Name: Title: 21 SCHEDULE 1 TO COMPLIANCE CERTIFICATE Compliance as of _________, ____ with Provisions of Section 5.01(h) of the Agreement FINANCIAL COVENANTS Ratio of Consolidated EBITDA to Cash Interest Payable on Debt (Section 6.01(j)(i)). (A) Numerator: Consolidated EBITDA: $_____ (B) Denominator: (i) Cash Interest Payable on Debt: $_____ (ii) Minus: Cash Interest Payable on all Nonrecourse Debt of the Borrower and its Subsidiaries: -$_____ (iii) Minus: Cash Interest Payable on Excluded Hedging Debt: -$_____ (iv) Minus: Cash Interest Payable on Junior Subordinated Debentures: -$_____ (v) Denominator: (B)(i) minus (B)(ii) through (B)(iv): $_____ (C) State whether the ratio of (A) to (B)(v) was not less than 2:1 for the twelve-month period ending on the last day of __________: YES/NO Ratio of Consolidated Debt to Capitalization (Section 6.01(j)(ii)). (A) Numerator: (i) Consolidated Debt: $____ (ii) Minus: Nonrecourse Debt of the Borrower and its Subsidiaries: -$____ (iii) Minus: Excluded Hedging Debt: -$____ (iv) Minus: Junior Subordinated Debentures: -$____ (v) Numerator: (A)(i) minus (A)(ii) through (A)(iv): $_____ (B) Denominator: Capitalization: $_____ (C) State whether the ratio of (A)(v) to (B) was not greater than .65:1: YES/NO 1 GRAPHIC 8 k65470pi5-178.gif GRAPHIC begin 644 k65470pi5-178.gif M1TE&.#EA#``,`/?^``````$!`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]& GRAPHIC 9 k65470pi5-110.gif GRAPHIC begin 644 k65470pi5-110.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 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.227

                                                   EXECUTED IN
                                                   COUNTERPARTS OF WHICH
                                                   THIS IS COUNTERPART NO.    .

                           THE DETROIT EDISON COMPANY
                               (2000 2nd Avenue,
                         Detroit, Michigan 48226-1279)

                                       TO
                          FIRST CHICAGO TRUST COMPANY
                                  OF NEW YORK
                                (14 Wall Street,
                           New York, New York 10005)

                                                     AS TRUSTEE

                            ------------------------

                                   INDENTURE
                          Dated as of August 15, 2001

                            ------------------------

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

                                 PROVIDING FOR

                   (A) GENERAL AND REFUNDING MORTGAGE BONDS,
                  2001 SERIES CP, DUE SEPTEMBER 1, 2029,

                                      AND

                         (B) RECORDING AND FILING DATA

                                        i

                               TABLE OF CONTENTS*

                            ------------------------



                                                                PAGE
                                                                ----
                                                             
PARTIES.....................................................      1
RECITALS
  Original Indenture and Supplementals......................      1
  Bonds heretofore issued...................................      2
  Reason for creation of new series.........................      9
  Bonds to be 2001 Series CP................................     10
  Further Assurance.........................................     10
  Authorization of Supplemental Indenture...................     10
  Consideration for Supplemental Indenture..................     10

                              PART I.
              CREATION OF THREE HUNDRED TWENTY-EIGHTH
                          SERIES OF BONDS
               GENERAL AND REFUNDING MORTGAGE BONDS,
                           2001 SERIES CP
Sec. 1. Certain terms of Bonds of 2001 Series CP............     11
Sec. 2. Redemption of Bonds of 2001 Series CP...............     14
Sec. 3.Redemption of Bonds of 2001 Series CP in event of
       acceleration of Strategic Fund Revenue Bonds.........     14
Sec. 4. Form of Bonds of 2001 Series CP.....................     15
        Form of Trustee's Certificate.......................     21

                              PART II.
                     RECORDING AND FILING DATA
Recording and filing of Original Indenture..................     21
Recording and filing of Supplemental Indentures.............     21
Recording of Certificates of Provision for Payment..........     28

                             PART III.
                            THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee......     28

                              PART IV.
                           MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act.......     29
Execution in Counterparts...................................     29
Testimonium.................................................     29
Execution...................................................     30
Acknowledgement of execution by Company.....................     30
Acknowledgement of execution by Trustee.....................     31
Affidavit as to consideration and good faith................     32


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


                                        1

PARTIES.                SUPPLEMENTAL INDENTURE, dated as of August 15,
                      2001 among THE DETROIT EDISON COMPANY, a corporation
                      organized and existing under the laws of the State of
                      Michigan and a transmitting 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
                      Trustee under the Mortgage and Deed of Trust hereinafter
                      mentioned (hereinafter called the "Trustee"), party of the
                      second part.

ORIGINAL
INDENTURE AND
SUPPLEMENTALS.          WHEREAS, the Company has heretofore executed and
                      delivered its Mortgage and Deed of Trust (hereinafter
                      referred to as the "Original Indenture"), dated as of
                      October 1, 1924, to the Trustee, for the security of all
                      bonds of the Company outstanding thereunder, and pursuant
                      to the terms and provisions of the Original Indenture,
                      indentures dated as of, respectively, June 1, 1925, August
                      1, 1927, February 1, 1931, June 1, 1931, October 1, 1932,
                      September 25, 1935, September 1, 1936, November 1, 1936,
                      February 1, 1940, December 1, 1940, September 1, 1947,
                      March 1, 1950, November 15, 1951, January 15, 1953, May 1,
                      1953, March 15, 1954, May 15, 1955, August 15, 1957, June
                      1, 1959, December 1, 1966, October 1, 1968, December 1,
                      1969, July 1, 1970, December 15, 1970, June 15, 1971,
                      November 15, 1971, January 15, 1973, May 1, 1974, October
                      1, 1974, January 15, 1975, November 1, 1975, December 15,
                      1975, February 1, 1976, June 15, 1976, July 15, 1976,
                      February 15, 1977, March 1, 1977, June 15, 1977, July 1,
                      1977, October 1, 1977, June 1, 1978, October 15, 1978,
                      March 15, 1979, July 1, 1979, September 1, 1979, September
                      15, 1979, January 1, 1980, April 1, 1980, August 15, 1980,
                      August 1, 1981, November 1, 1981, June 30, 1982, August
                      15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May
                      15, 1985, October 15, 1985, April 1, 1986, August 15,
                      1986, November 30, 1986, January 31, 1987, April 1, 1987,
                      August 15, 1987, November 30, 1987, June 15, 1989, July
                      15, 1989, December 1, 1989, February 15, 1990, November 1,
                      1990, April 1, 1991, May 1, 1991, May 15, 1991, September
                      1, 1991, November 1, 1991, January 15, 1992, February 29,
                      1992, April 15, 1992, July 15, 1992, July 31, 1992,
                      November 30, 1992, December 15, 1992, January 1, 1993,
                      March 1, 1993, March 15, 1993, April 1, 1993, April 26,
                      1993, May 31, 1993, June 30, 1993, June 30, 1993,
                      September 15, 1993, March 1, 1994, June 15, 1994, August
                      15, 1994,

                                        2

                      December 1, 1994, August 1, 1995, August 1, 1999, August
                      15, 1999, January 1, 2000, April 15, 2000, August 1, 2000,
                      March 15, 2001 and May 1, 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

BONDS HERETOFORE
ISSUED.                 WHEREAS, Bonds in the principal amount of Nine billion,
                      ninety-six million five hundred seventeen thousand dollars
                      ($9,096,517,000) have heretofore been issued under the
                      indenture as follows, viz:

                                                             
                                  (1)  Bonds of Series A         --   Principal Amount
                                                                      $26,016,000,
                                  (2)  Bonds of Series B         --   Principal Amount
                                                                      $23,000,000,
                                  (3)  Bonds of Series C         --   Principal Amount
                                                                      $20,000,000,
                                  (4)  Bonds of Series D         --   Principal Amount
                                                                      $50,000,000,
                                  (5)  Bonds of Series E         --   Principal Amount
                                                                      $15,000,000,
                                  (6)  Bonds of Series F         --   Principal Amount
                                                                      $49,000,000,
                                  (7)  Bonds of Series G         --   Principal Amount
                                                                      $35,000,000,
                                  (8)  Bonds of Series H         --   Principal Amount
                                                                      $50,000,000,
                                  (9)  Bonds of Series I         --   Principal Amount
                                                                      $60,000,000,
                                 (10)  Bonds of Series J         --   Principal Amount
                                                                      $35,000,000,
                                 (11)  Bonds of Series K         --   Principal Amount
                                                                      $40,000,000,
                                 (12)  Bonds of Series L         --   Principal Amount
                                                                      $24,000,000,
                                 (13)  Bonds of Series M         --   Principal Amount
                                                                      $40,000,000,
                                 (14)  Bonds of Series N         --   Principal Amount
                                                                      $40,000,000,
                                 (15)  Bonds of Series O         --   Principal Amount
                                                                      $60,000,000,
                                 (16)  Bonds of Series P         --   Principal Amount
                                                                      $70,000,000,



                                        3
                                                             
                                 (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,



                                        4
                                                             
                            (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,



                                        5
                                                             
                                (265)  Bonds of 1986 Series C    --   Principal Amount
                                                                      $200,000,000,
                                (266)  Bonds of 1986 Series A    --   Principal Amount
                                                                      $200,000,000,
                                (267)  Bonds of 1987 Series B    --   Principal Amount
                                                                      $175,000,000,
                                (268)  Bonds of Series X         --   Principal Amount
                                                                      $100,000,000,
                                (269)  Bonds of 1987 Series F    --   Principal Amount
                                                                      $200,000,000,
                                (270)  Bonds of 1987 Series A    --   Principal Amount
                                                                      $300,000,000,
                                (271)  Bonds of Series Y         --   Principal Amount
                                                                      $60,000,000,
                                (272)  Bonds of Series Z         --   Principal Amount
                                                                      $100,000,000,
                                (273)  Bonds of 1989 Series A    --   Principal Amount
                                                                      $300,000,000,
                                (274)  Bonds of 1984 Series AP   --   Principal Amount
                                                                      $2,400,000,
                                (275)  Bonds of 1984 Series BP   --   Principal Amount
                                                                      $7,750,000,
                                (276)  Bonds of Series R         --   Principal Amount
                                                                      $100,000,000,
                                (277)  Bonds of Series S         --   Principal Amount
                                                                      $150,000,000,
                                (278)  Bonds of 1993 Series D    --   Principal Amount
                                                                      $100,000,000,
                                (279)  Bonds of 1992 Series E    --   Principal Amount
                                                                      $50,000,000,
                                (280)  Bonds of 1993 Series B    --   Principal Amount
                                                                      $50,000,000,
                                (281)  Bonds of 1989 Series BP   --   Principal Amount
                                                                      $66,565,000,
                                (282)  Bonds of 1990 Series A    --   Principal Amount
                                                                      $194,649,000
                                (283)  Bonds of 1993 Series G    --   Principal Amount
                                                                      $225,000,000
                                (284)  Bonds of 1993 Series K    --   Principal Amount
                                                                      $160,000,000



                      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


                                        6

                      deposited with the Trustee as a special trust fund to be
                      applied for such purpose;

                      (285-290) 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;

                      (291) 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
                      fourteen million one hundred ninety-two thousand dollars
                      ($114,192,000) principal amount have heretofore been
                      retired and One hundred forty-two million seven hundred
                      forty thousand dollars ($142,740,000) principal amount are
                      outstanding at the date hereof;

                      (292) Bonds of 1990 Series C in the principal amount of
                      Eighty-five million four hundred seventy-five thousand
                      dollars ($85,475,000) of which Forty-one million
                      twenty-eight thousand dollars ($41,028,000) principal
                      amount have heretofore been retired and Forty-four million
                      four hundred forty-seven thousand dollars ($44,447,000)
                      principal amount are outstanding at the date hereof;

                      (293) 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;

                      (294) 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;

                      (295) 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;

                      (296) 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;

                      (297) 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;


                                        7

                      (298) 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;

                      (299) 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;

                      (300) 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;

                      (301) Bonds of 1992 Series D in the principal amount of
                      Three hundred million dollars ($300,000,000), of which One
                      hundred thirty million four hundred ninety-five thousand
                      dollars ($130,495,000) principal amount have heretofore
                      been retired and One hundred sixty-nine million, five
                      hundred and five thousand ($169,505,000) principal amount
                      are outstanding at the date hereof;

                      (302) 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;

                      (303) 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;

                      (304) Bonds of 1993 Series C in the principal amount of
                      Two hundred twenty-five million dollars ($225,000,000), of
                      which Eighty-one million six hundred thousand dollars
                      ($81,600,000) principal amount have heretofore been
                      retired and One hundred forty-three million four hundred
                      thousand dollars ($143,400,000) principal amount are
                      outstanding at the date hereof;

                      (305) Bonds of 1993 Series E in the principal amount of
                      Four hundred million dollars ($400,000,000), of which Two
                      hundred twenty-nine million six hundred twenty-five
                      thousand dollars ($229,625,000) principal amount have
                      heretofore been retired and One hundred seventy million
                      three hundred seventy-five thousand dollars ($170,375,000)
                      principal amount are outstanding at the date hereof;

                      (306) 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;


                                        8

                      (307) Bonds of 1993 Series J in the principal amount of
                      Three hundred million dollars ($300,000,000), of which One
                      hundred twenty-two million three hundred ninety-five
                      thousand dollars ($122,395,000) principal amount have
                      heretofore been retired and One hundred seventy-seven
                      million six hundred and five thousand dollars
                      ($177,605,000) principal amount are outstanding at the
                      date hereof;

                      (308) 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;

                      (309) 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;

                      (310) 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;

                      (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), of which One
                      hundred million dollars ($100,000,000) principal amount
                      have heretofore been retired and One hundred million
                      dollars ($100,000,000) principal amount are outstanding at
                      the date hereof;

                      (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;

                      (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

                                        9

                      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
                      Fifty-eight million eight hundred twenty thousand dollars
                      ($58,820,000) principal amount have heretofore been
                      retired and One hundred sixty-one million one hundred
                      eighty thousand dollars ($161,180,000) principal amount
                      are outstanding at the date hereof;

                      (322) Bonds of 2000 Series B in the principal amount of
                      Fifty million seven hundred forty-five thousand dollars
                      ($50,745,000), all of which are outstanding at the date
                      hereof;

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

                      (324) Bonds of 2001 Series BP in the principal amount of
                      Eighty-two million three hundred fifty thousand
                      ($82,350,000) all of which are outstanding at the date
                      hereof; and

                      accordingly, the Company has issued and has presently
                      outstanding Two billion three hundred forty-three million
                      four hundred eighty-seven thousand dollars
                      ($2,343,487,000) aggregate principal amount of its General
                      and Refunding Mortgage Bonds (the "Bonds") at the date
                      hereof; and

REASON FOR
CREATION OF
NEW SERIES.             WHEREAS, the Company will enter into a Loan
                      Agreement, dated as of September 1, 2001, with the
                      Michigan Strategic Fund in connection with the issuance of
                      the Collateralized Series 2001C Bonds in order to refund
                      certain pollution control related bonds, and pursuant to
                      such Loan Agreement the Company has agreed to issue its
                      General and Refunding Mortgage Bonds under the Indenture
                      in order

                                        10

                      further to secure its obligations under such Loan
                      Agreement; and

                        WHEREAS, for such purposes the Company desires to issue
                      a new series of bonds to be issued under the Indenture and
                      to be authenticated and delivered pursuant to Section 8 of
                      Article III of the Indenture; and

BONDS TO BE 2001
SERIES CP.              WHEREAS, the Company desires by this Supplemental
                      Indenture to create a new series of bonds, to be
                      designated "General and Refunding Mortgage Bonds, 2001
                      Series CP;" and

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

AUTHORIZATION OF
SUPPLEMENTAL
INDENTURE.              WHEREAS, the Company in the exercise of the powers and
                      authority conferred upon and reserved to it under and by
                      virtue of the provisions of the Indenture, and pursuant to
                      resolutions of its Board of Directors has duly resolved
                      and determined to make, execute and deliver to the Trustee
                      a supplemental indenture in the form hereof for the
                      purposes herein provided; and

                        WHEREAS, all conditions and requirements necessary to
                      make this Supplemental Indenture a valid and legally
                      binding instrument in accordance with its terms have been
                      done, performed and fulfilled, and the execution and
                      delivery hereof have been in all respects duly authorized;

CONSIDERATION FOR
SUPPLEMENTAL
INDENTURE.              NOW, THEREFORE, THIS INDENTURE WITNESSETH:
                      That The Detroit Edison Company, in consideration of the
                      premises and of the covenants contained in the Indenture
                      and of the sum of One Dollar ($1.00) and other good and
                      valuable

                                        11

                      consideration to it duly paid by the Trustee at or before
                      the ensealing and delivery of these presents, the receipt
                      whereof is hereby acknowledged, hereby covenants and
                      agrees to and with the Trustee and its successors in the
                      trusts under the Original Indenture and in said indentures
                      supplemental thereto as follows:

                                               PART I.

                       CREATION OF THREE HUNDRED TWENTY-EIGHTH SERIES OF BONDS.

                         GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES CP

CERTAIN TERMS OF
BONDS OF 2001
SERIES CP.              SECTION 1. The Company hereby creates the Three
                      hundred twenty-eighth 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, 2001 Series CP" (elsewhere herein referred
                      to as the "bonds of 2001 Series CP"). The aggregate
                      principal amount of bonds of 2001 Series CP shall be
                      limited to One hundred thirty-nine million eight hundred
                      fifty-five thousand dollars (139,855,000), except as
                      provided in Sections 7 and 13 of Article II of the
                      Original Indenture with respect to exchanges and
                      replacements of bonds.

                        Each bond of 2001 Series CP is to be irrevocably
                      assigned to, and registered in the name of, Bank One Trust
                      Company, National Association, as trustee, or a successor
                      trustee (said trustee or any successor trustee being
                      hereinafter referred to as the "Strategic Fund Trust
                      Indenture Trustee"), under the Trust Indenture, dated as
                      of September 1, 2001 (hereinafter called the "Strategic
                      Fund Trust Indenture"), between the Michigan Strategic
                      Fund (hereinafter called "Strategic Fund"), and the
                      Strategic Fund Trust Indenture Trustee, to secure payment
                      of the Michigan Strategic Fund Limited Obligation
                      Refunding Revenue Bonds (The Detroit Edison Company
                      Pollution Control Bonds Project), Collateralized Series
                      2001C (hereinafter called the "Strategic Fund Revenue
                      Bonds"), issued by the Strategic Fund under the Strategic
                      Fund Trust Indenture, the proceeds of which have been
                      provided for the refunding of certain pollution control
                      related bonds which the Company has agreed to refund
                      pursuant to the provisions of the Loan Agreement, dated as
                      of September 1,


                                        12

                      2001 (hereinafter called the "Strategic Fund Agreement"),
                      between the Company and the Strategic Fund.

                        The bonds of 2001 Series CP shall be issued as
                      registered bonds without coupons in denominations of a
                      multiple of $5,000. The bonds of 2001 Series CP shall be
                      issued in the aggregate principal amount of $139,855,000,
                      shall mature on September 1, 2029 and shall bear interest,
                      payable semi-annually on March 1 and September 1 of each
                      year (commencing March 1, 2002), at the rate of 5.45%,
                      until the principal thereof shall have become due and
                      payable and thereafter until the Company's obligation with
                      respect to the payment of said principal shall have been
                      discharged as provided in the Indenture.

                        The bonds of 2001 Series CP shall be payable as to
                      principal, premium, if any, and interest as provided in
                      the Indenture, but only to the extent and in the manner
                      herein provided. The bonds of 2001 Series CP shall be
                      payable, both as to principal and interest, at the office
                      or agency of the Company in the Borough of Manhattan, The
                      City and State of New York, in any coin or currency of the
                      United States of America which at the time of payment is
                      legal tender for public and private debts.

                        Except as provided herein, each bond of 2001 Series CP
                      shall be dated the date of its authentication and interest
                      shall be payable on the principal represented thereby from
                      the March 1 or September 1 next preceding the date thereof
                      to which interest has been paid on bonds of 2001 Series
                      CP, 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 March 1, 2002, in which
                      case interest shall be payable from September 1, 2001.

                        The bonds of 2001 Series CP 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
                      denominations of bonds of 2001 Series CP). Until bonds of
                      2001 Series CP 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 2001 Series CP in temporary form, as
                      provided in Section 10 of Article II of the Indenture.


                                        13

                      Temporary bonds of 2001 Series CP, if any, may be printed
                      and may be issued in authorized denominations in
                      substantially the form of definitive bonds of 2001 Series
                      CP, but with such omissions, insertions and variations as
                      may be appropriate for temporary bonds, all as may be
                      determined by the Company.

                        Bonds of 2001 Series CP shall not be assignable or
                      transferable except as may be required to effect a
                      transfer to any successor trustee under the Strategic Fund
                      Trust Indenture, or, subject to compliance with applicable
                      law, as may be involved in the course of the exercise of
                      rights and remedies consequent upon an Event of Default
                      under the Strategic Fund Trust Indenture. Any such
                      transfer shall be made upon surrender thereof for
                      cancellation at the office or agency of the Company in the
                      Borough of Manhattan, The City and State of New York,
                      together with a written instrument of transfer (if so
                      required by the Company or by the Trustee) in form
                      approved by the Company duly executed by the holder or by
                      its duly authorized attorney. Bonds of 2001 Series CP
                      shall in the same manner be exchangeable for a like
                      aggregate principal amount of bonds of 2001 Series CP upon
                      the terms and conditions specified herein and in Section 7
                      of Article II of the Indenture. The Company waives its
                      rights under Section 7 of Article II of the Indenture not
                      to make exchanges or transfers of bonds of 2001 Series CP,
                      during any period of ten days next preceding any
                      redemption date for such bonds.

                        Bonds of 2001 Series CP, in definitive and temporary
                      form, may bear such legends as may be necessary to comply
                      with any law or with any rules or regulations made
                      pursuant thereto or as may be specified in the Strategic
                      Fund Agreement.

                        Upon payment of the principal or premium, if any, or
                      interest on the Strategic Fund Revenue Bonds, whether at
                      maturity or prior to maturity by redemption or otherwise,
                      or upon provision for the payment thereof having been made
                      in accordance with Articles I or IV of the Strategic Fund
                      Trust Indenture, bonds of 2001 Series CP in a principal
                      amount equal to the principal amount of the Strategic Fund
                      Revenue Bonds, shall, to the extent of such payment of
                      principal, premium or interest, be deemed fully paid and
                      the obligation of the Company thereunder to make such
                      payment shall forthwith cease and be discharged, and, in
                      the case of the payment of principal and premium, if any,
                      such bonds shall be

                                        14

                      surrendered for cancellation or presented for appropriate
                      notation to the Trustee.

REDEMPTION OF
BONDS OF 2001
SERIES CP               SECTION 2. Bonds of the 2001 Series CP shall be
                      redeemed on the date and in the respective principal
                      amount which correspond to the redemption date for, and
                      the principal amount to be redeemed of, the Strategic Fund
                      Revenue Bonds.

                        In the event the Company elects to redeem any Strategic
                      Fund Revenue Bonds prior to maturity in accordance with
                      the provisions of the Strategic Fund Trust Indenture, the
                      Company shall on the same date redeem bonds of 2001 Series
                      CP in the principal amount and at the redemption price
                      corresponding to the Strategic Fund Revenue Bonds so
                      redeemed. The Company agrees to give the Trustee notice of
                      any such redemption of bonds of 2001 Series CP on the same
                      date as it gives notice of redemption of Strategic Fund
                      Revenue Bonds to the Strategic Fund Trust Indenture
                      Trustee.

REDEMPTION OF
BONDS OF 2001
SERIES CP IN EVENT
OF ACCELERATION OF
STRATEGIC FUND
REVENUE BONDS.          SECTION 3. In the event of an Event of Default under the
                      Strategic Fund Trust Indenture and the acceleration of all
                      Strategic Fund Revenue Bonds, the bonds of 2001 Series CP
                      shall be redeemable in whole upon receipt by the Trustee
                      of a written demand (hereinafter called a "Redemption
                      Demand") from the Strategic Fund Trust Indenture Trustee
                      stating that there has occurred under the Strategic Fund
                      Trust Indenture both an Event of Default and a declaration
                      of acceleration of payment of principal, accrued interest
                      and premium, if any, on the Strategic Fund Revenue Bonds,
                      specifying the last date to which interest on the
                      Strategic Fund Revenue Bonds has been paid (such date
                      being hereinafter referred to as the "Initial Interest
                      Accrual Date") and demanding redemption of the bonds of
                      said series. The Trustee shall, within five days after
                      receiving such Redemption Demand, mail a copy thereof to
                      the Company marked to indicate the date of its receipt by
                      the Trustee. Promptly upon receipt by the Company of such
                      copy of a Redemption Demand, the Company shall fix a date
                      on which it will redeem the bonds of said series so
                      demanded to be redeemed (hereinafter called the "Demand
                      Redemption Date"). Notice of the date fixed as the Demand
                      Redemption Date shall be mailed by the Company to the
                      Trustee at least ten days prior to such Demand Redemption
                      Date. The date to be fixed by the Company as and for the
                      Demand Redemption Date may be any date up to and including
                      the earlier of (x) the 60th day after receipt by the
                      Trustee of the Redemption Demand or


                                        15

                      (y) the maturity date of such bonds first occurring
                      following the 20th day after the receipt by the Trustee of
                      the Redemption Demand; provided, however, that if the
                      Trustee shall not have received such notice fixing the
                      Demand Redemption Date on or before the 10th day preceding
                      the earlier of such dates, the Demand Redemption Date
                      shall be deemed to be the earlier of such dates. The
                      Trustee shall mail notice of the Demand Redemption Date
                      (such notice being hereinafter called the "Demand
                      Redemption Notice") to the Strategic Fund Trust Indenture
                      Trustee not more than ten nor less than five days prior to
                      the Demand Redemption Date.

                        Each bond of 2001 Series CP shall be redeemed by the
                      Company on the Demand Redemption Date therefore upon
                      surrender thereof by the Strategic Fund Trust Indenture
                      Trustee to the Trustee at a redemption price equal to the
                      principal amount thereof plus accrued interest thereon at
                      the rate specified for such bond from the Initial Interest
                      Accrual Date to the Demand Redemption Date plus an amount
                      equal to the aggregate premium, if any, due and payable on
                      such Demand Redemption Date on all Strategic Fund Revenue
                      Bonds; provided, however, that in the event of a receipt
                      by the Trustee of a notice that, pursuant to Section 604
                      of the Strategic Fund Trust Indenture, the Strategic Fund
                      Trust Indenture Trustee has terminated proceedings to
                      enforce any right under the Strategic Fund Trust
                      Indenture, then any Redemption Demand shall thereby be
                      rescinded by the Strategic Fund Trust Indenture Trustee,
                      and no Demand Redemption Notice shall be given, or, if
                      already given, shall be automatically annulled; but no
                      such rescission or annulment shall extend to or affect any
                      subsequent default or impair any right consequent thereon.

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

FORM OF BONDS OF
2001 SERIES CP.         SECTION 4. The bonds of 2001 Series CP and the form of
                      Trustee's Certificate to be endorsed on such bonds shall
                      be substantially in the following forms, respectively:


                                        16

                                        [FORM OF FACE OF BOND]

                                      THE DETROIT EDISON COMPANY
                                 GENERAL AND REFUNDING MORTGAGE BOND
                             2001 SERIES CP, 5.45%, DUE SEPTEMBER 1, 2029

                        Notwithstanding any provisions hereof or in the
                      Indenture, this bond is not assignable or transferable
                      except as may be required to effect a transfer to any
                      successor trustee under the Trust Indenture, dated as of
                      September 1, 2001 between the Michigan Strategic Fund and
                      Bank One Trust Company, National Association, as trustee,
                      or, subject to compliance with applicable law, as may be
                      involved in the course of the exercise of rights and
                      remedies consequent upon an Event of Default under said
                      Trust Indenture.

                       $.............................   No. ....................

                        THE DETROIT EDISON COMPANY (hereinafter called the
                      "Company"), a corporation of the State of Michigan, for
                      value received, hereby promises to pay to the Michigan
                      Strategic Fund, or registered assigns, at the Company's
                      office or agency in the Borough of Manhattan, The City and
                      State of New York, the principal sum of           dollars
                      ($          ) in lawful money of the United States of
                      America on the date specified in the title hereof and
                      interest thereon at the rate specified in the title
                      hereof, in like lawful money, from September 1, 2001, and
                      after the first payment of interest on bonds of this
                      Series has been made or otherwise provided for, from the
                      most recent date to which interest has been paid or
                      otherwise provided for, semi-annually on March 1 and
                      September 1 of each year (commencing March 1, 2002), until
                      the Company's obligation with respect to payment of said
                      principal shall have been discharged, all as provided, to
                      the extent and in the manner specified in the Indenture
                      hereinafter mentioned on the reverse hereof and in the
                      supplemental indenture pursuant to which this bond has
                      been issued.

                        Under a Trust Indenture, dated as of September 1, 2001
                      (hereinafter called the "Strategic Fund Trust Indenture"),
                      between the Michigan Strategic Fund (hereinafter called
                      "Strategic Fund"), and Bank One Trust Company, National
                      Association, as trustee (hereinafter called the "Strategic
                      Fund Trust Indenture Trustee"), the Strategic Fund has
                      issued Limited Obligation Refunding Revenue Bonds (The
                      Detroit Edison Company Pollution Control Bonds Project),
                      Collateralized Series 2001C (hereinafter called the
                      "Strategic


                                        17

                      Fund Revenue Bonds"). This bond was originally issued to
                      the Strategic Fund and simultaneously irrevocably assigned
                      to the Strategic Fund Trust Indenture Trustee so as to
                      secure the payment of the Strategic Fund Revenue Bonds.
                      Payments of principal of, or premium, if any, or interest
                      on, Strategic Fund Revenue Bonds shall constitute like
                      payments on this bond as further provided herein and in
                      the supplemental indenture pursuant to which this bond has
                      been issued.

                        Reference is hereby made to such 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.

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

                                             
Dated:                                             THE DETROIT EDISON COMPANY
                                                   By  ......................................
                                                       Vice President and Treasurer
[SEAL]
Attest:
 .....................................
Assistant Corporate Secretary




                                        18

                                      [FORM OF REVERSE OF BOND]

                        This bond is one of an authorized issue of bonds of the
                      Company, unlimited as to amount except as provided in the
                      Indenture hereinafter mentioned or any indentures
                      supplemental thereto, and is one of a series of General
                      and Refunding Mortgage Bonds known as 2001 Series CP,
                      limited to an aggregate principal amount of $139,855,000,
                      except as otherwise provided in the Indenture hereinafter
                      mentioned. This bond and all other bonds of said series
                      are issued and to be issued under, and are all equally and
                      ratably secured (except insofar as any sinking,
                      amortization, improvement or analogous fund, established
                      in accordance with the provisions of the Indenture
                      hereinafter mentioned, may afford additional security for
                      the bonds of any particular series and except as provided
                      in Section 3 of Article VI of said Indenture) by an
                      Indenture, dated as of October 1, 1924, duly executed by
                      the Company to First Chicago Trust Company of New York, as
                      successor in interest to Bankers Trust Company, a
                      corporation of the State of New York, as Trustee, to which
                      Indenture and all indentures supplemental thereto
                      (including the Supplemental Indenture dated as of August
                      15, 2001) reference is hereby made for a description of
                      the properties and franchises mortgaged and conveyed, the
                      nature and extent of the security, the terms and
                      conditions upon which the bonds are issued and under which
                      additional bonds may be issued, and the rights of the
                      holders of the bonds and of the Trustee in respect of such
                      security (which Indenture and all indentures supplemental
                      thereto, including the Supplemental Indenture dated as of
                      August 15, 2001, are hereinafter collectively called the
                      "Indenture"). As provided in the Indenture, said bonds may
                      be for various principal sums and are issuable in series,
                      which may mature at different times, may bear interest at
                      different rates and may otherwise vary as in said
                      Indenture provided. With the consent of the Company and to
                      the extent permitted by and as provided in the Indenture,
                      the rights and obligations of the Company and of the
                      holders of the bonds and the terms and provisions of the
                      Indenture, or of any indenture supplemental thereto, may
                      be modified or altered in certain respects by affirmative
                      vote of at least eighty-five percent (85%) in amount of
                      the bonds then outstanding, and, if the rights of one or
                      more, but less than all, series of bonds then outstanding
                      are to be affected by the action proposed to be taken,
                      then also by affirmative vote of at least eighty-five
                      percent (85%) in amount of the series of bonds so to be


                                        19

                      affected (excluding in every instance bonds disqualified
                      from voting by reason of the Company's interest therein as
                      specified in the Indenture); provided, however, that,
                      without the consent of the holder hereof, no such
                      modification or alteration shall, among other things,
                      affect the terms of payment of the principal of or the
                      interest on this bond, which in those respects is
                      unconditional.

                        This bond is redeemable upon the terms and conditions
                      set forth in the Indenture, including provision for
                      redemption upon demand of the Strategic Fund Trust
                      Indenture Trustee following the occurrence of an Event of
                      Default under the Strategic Fund Trust Indenture and the
                      acceleration of the principal of the Strategic Fund
                      Revenue Bonds.

                        Under the Indenture, funds may be deposited with the
                      Trustee (which shall have become available for payment),
                      in advance of the redemption date of any of the bonds of
                      2001 Series CP (or portions thereof), in trust for the
                      redemption of such bonds (or portions thereof) and the
                      interest due or to become due thereon, and thereupon all
                      obligations of the Company in respect of such bonds (or
                      portions thereof) so to be redeemed and such interest
                      shall cease and be discharged, and the holders thereof
                      shall thereafter be restricted exclusively to such funds
                      for any and all claims of whatsoever nature on their part
                      under the Indenture or with respect to such bonds (or
                      portions thereof) and interest.

                        In case an event of default, as defined in the
                      Indenture, shall occur, the principal of all the bonds
                      issued thereunder may become or be declared due and
                      payable, in the manner, with the effect and subject to the
                      conditions provided in the Indenture.

                        Upon payment of the principal of, or premium, if any, or
                      interest on, the Strategic Fund Revenue Bonds, whether at
                      maturity or prior to maturity by redemption or otherwise
                      or upon provision for the payment thereof having been made
                      in accordance with Articles I or IV of the Strategic Fund
                      Trust Indenture, bonds of 2001 Series CP in a principal
                      amount equal to the principal amount of such Strategic
                      Fund Revenue Bonds and having both a corresponding
                      maturity date and interest rate shall, to the extent of
                      such payment of principal, premium or interest, be deemed
                      fully paid and the obligation of the Company thereunder to
                      make such payment shall forthwith cease and be discharged,
                      and, in the case of the payment of principal and premium,
                      if any, such bonds of said


                                        20

                      series shall be surrendered for cancellation or presented
                      for appropriate notation to the Trustee.

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

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


                                        21

                                   [FORM OF TRUSTEE'S CERTIFICATE]

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

                                  FIRST CHICAGO TRUST COMPANY OF NEW YORK,
                                    as Trustee

                                  By  ..........................................
                                    Authorized Officer

                      
                                                PART II.
                                       RECORDING AND FILING DATA

RECORDING AND FILING OF      The Original Indenture and indentures supplemental
ORIGINAL INDENTURE.        thereto have been recorded and/or filed and
                         Certificates of Provision for Payment have been
                         recorded as hereinafter set forth.
                             The Original Indenture has been recorded as a real
                         estate mortgage and filed as a chattel mortgage in the
                         offices of the respective Registers of Deeds of
                         certain counties in the State of Michigan as set forth
                         in the Supplemental Indenture dated as of September 1,
                         1947, has been recorded as a real estate mortgage in
                         the office of the Register of Deeds of Genesee County,
                         Michigan as set forth in the Supplemental Indenture
                         dated as of May 1, 1974, has been filed in the Office
                         of the Secretary of State of Michigan on November 16,
                         1951 and has been filed and recorded in the office of
                         the Interstate Commerce Commission on December 8,
                         1969.

RECORDING AND FILING OF      Pursuant to the terms and provisions of the
SUPPLEMENTAL               Original Indenture, indentures supplemental thereto
INDENTURES.              heretofore entered into have been recorded as a real
                         estate mortgage and/or filed as a chattel mortgage or
                         as a financing statement in the offices of the
                         respective Registers of Deeds of certain counties in
                         the State of Michigan, the Office of the Secretary of
                         State of Michigan and the Office of the Interstate
                         Commerce Commission, as set forth in supplemental
                         indentures as follows:





                                                                                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



                                        22



                                                                                RECORDED AND/OR
                                                                             FILED AS SET FORTH IN
                            SUPPLEMENTAL                PURPOSE OF               SUPPLEMENTAL
                              INDENTURE                SUPPLEMENTAL                INDENTURE
                             DATED AS OF                INDENTURE                DATED AS OF:
                            ------------               ------------          ---------------------
                                                                       
                        February 1, 1931
                          (a)(b).............  Series D Bonds                February 1, 1940
                        June 1, 1931
                          (a)(b).............  Subject Properties            February 1, 1940
                        October 1, 1932
                          (a)(b).............  Series E Bonds                February 1, 1940
                        September 25, 1935
                          (a)(b).............  Series F Bonds                February 1, 1940
                        September 1, 1936
                          (a)(b).............  Series G Bonds                February 1, 1940
                        November 1, 1936
                          (a)(b).............  Subject Properties            February 1, 1940
                        February 1, 1940
                          (a)(b).............  Subject Properties            September 1, 1947
                        December 1, 1940
                          (a)(b).............  Series H Bonds and            September 1, 1947
                                                 Additional Provisions
                        September 1, 1947
                          (a)(b)(c)..........  Series I Bonds, Subject       November 15, 1951
                                                 Properties and Additional
                                                 Provisions
                        March 1, 1950
                          (a)(b)(c)..........  Series J Bonds and            November 15, 1951
                                                 Additional Provisions
                        November 15, 1951
                          (a)(b)(c)..........  Series K Bonds Additional     January 15, 1953
                                                 Provisions and Subject
                                                 Properties
                        January 15, 1953
                          (a)(b).............  Series L Bonds                May 1, 1953
                        May 1, 1953(a).......  Series M Bonds and Subject    March 15, 1954
                                                 Properties
                        March 15, 1954
                          (a)(c).............  Series N Bonds and Subject    May 15, 1955
                                                 Properties
                        May 15, 1955
                          (a)(c).............  Series O Bonds and Subject    August 15, 1957
                                                 Properties
                        August 15, 1957
                          (a)(c).............  Series P Bonds Additional     June 1, 1959
                                                 Provisions and Subject
                                                 Properties
                        June 1, 1959
                          (a)(c).............  Series Q Bonds and Subject    December 1, 1966
                                                 Properties
                        December 1, 1966
                          (a)(c).............  Series R Bonds Additional     October 1, 1968
                                                 Provisions and Subject
                                                 Properties



                                        23



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



                                        24



                                                                                RECORDED AND/OR
                                                                             FILED AS SET FORTH IN
                            SUPPLEMENTAL                PURPOSE OF               SUPPLEMENTAL
                              INDENTURE                SUPPLEMENTAL                INDENTURE
                             DATED AS OF                INDENTURE                DATED AS OF:
                            ------------               ------------          ---------------------
                                                                       
                        July 1, 1977.........  Series NNP Nos. 1-7 Bonds     October 1, 1977
                                                 and Subject Properties
                        October 1, 1977......  Series GGP Nos. 8-22 Bonds    June 1, 1978
                                                 and Series OOP Nos. 1-17
                                                 Bonds and Subject
                                                 Properties
                        June 1, 1978.........  Series PP Bonds, Series QQP   October 15, 1978
                                                 Nos. 1-9 Bonds and Subject
                                                 Properties
                        October 15, 1978.....  Series RR Bonds and Subject   March 15, 1979
                                                 Properties
                        March 15, 1979.......  Series SS Bonds and Subject   July 1, 1979
                                                 Properties
                        July 1, 1979.........  Series IIP Nos. 8-22 Bonds,   September 1, 1979
                                                 Series NNP Nos. 8-21 Bonds
                                                 and Series TTP Nos. 1-15
                                                 Bonds and Subject
                                                 Properties
                        September 1, 1979....  Series JJP No. 8 Bonds,       September 15, 1979
                                                 Series KKP No. 8 Bonds,
                                                 Series LLP Nos. 8-15
                                                 Bonds, Series MMP No. 2
                                                 Bonds and Series OOP No.
                                                 18 Bonds and Subject
                                                 Properties
                        September 15, 1979...  Series UU Bonds               January 1, 1980
                        January 1, 1980......  1980 Series A Bonds and       April 1, 1980
                                                 Subject Properties
                        April 1, 1980........  1980 Series B Bonds           August 15, 1980
                        August 15, 1980......  Series QQP Nos. 10-19 Bonds,  August 1, 1981
                                                 1980 Series CP Nos. 1-12
                                                 Bonds and 1980 Series DP
                                                 No. 1-11 Bonds and Subject
                                                 Properties
                        August 1, 1981.......  1980 Series CP Nos. 13-25     November 1, 1981
                                                 Bonds and Subject
                                                 Properties
                        November 1, 1981.....  1981 Series AP Nos. 1-12      June 30, 1982
                                                 Bonds
                        June 30, 1982........  Article XIV Reconfirmation    August 15, 1982
                        August 15, 1982......  1981 Series AP Nos. 13-14     June 1, 1983
                                                 and Subject Properties
                        June 1, 1983.........  1981 Series AP Nos. 15-16     October 1, 1984
                                                 and Subject Properties



                                        25



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



                                        26



                                                                                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 1989    February 15, 1990
                                                 Series BP
                        February 15, 1990....  1990 Series A, 1990 Series    November 1, 1990
                                                 B, 1990 Series C, 1990
                                                 Series D, 1990 Series E
                                                 and 1990 Series F
                        November 1, 1990.....  Series KKP No. 12             April 1, 1991
                        April 1, 1991........  1991 Series AP                May 1, 1991
                        May 1, 1991..........  1991 Series BP and 1991       May 15, 1991
                                                 Series CP
                        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
                        November 30, 1992....  1992 Series E and 1993        March 15, 1993
                                                 Series D
                        December 15, 1992....  Series KKP No. 14 and 1989    March 15, 1992
                                                 Series BP No. 2
                        January 1, 1993......  1993 Series C                 April 1, 1993
                        March 1, 1993........  1993 Series E                 June 30, 1993



                                        27



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


- -------------------------
(a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce
    Commission filing and recordation information.

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

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


                                        28

RECORDING OF
CERTIFICATES OF
PROVISION FOR
PAYMENT.                All the bonds of Series A which were issued under the
                      Original Indenture dated as of October 1, 1924, and of
                      Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R,
                      S, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP
                      Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-9,
                      LLP Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos.
                      1-17, TTP Nos. 1-15, UU, 1980 Series A, 1980 Series CP
                      Nos. 1-25, 1980 Series DP Nos. 1-11, 1981 Series AP Nos.
                      1-16, 1984 Series AP, 1984 Series BP, 1985 Series A, 1985
                      Series B, 1987 Series A, PP, RR, EE, MMP, MMP No. 2, 1989
                      Series A 1990 Series A, 1993 Series D, 1993 Series G and
                      1993 Series H which were issued under Supplemental
                      Indentures dated as of, respectively, June 1, 1925, August
                      1, 1927, February 1, 1931, October 1, 1932, September 25,
                      1935, September 1, 1936, December 1, 1940, September 1,
                      1947, November 15, 1951, January 15, 1953, May 1, 1953,
                      March 15, 1954, May 15, 1955, August 15, 1957, December
                      15, 1970, November 15, 1971, January 15, 1973, May 1,
                      1974, October 1, 1974, January 15, 1975, November 1, 1975,
                      February 1, 1976, June 15, 1976, July 15, 1976, October 1,
                      1977, March 1, 1977, July 1, 1979, March 1, 1977, March 1,
                      1977, March 1, 1977, September 1, 1979, July 1, 1977, July
                      1, 1979, September 15, 1979, October 1, 1977, June 1,
                      1978, October 1, 1977, July 1, 1979, January 1, 1980,
                      August 15, 1980, November 1, 1981, October 1, 1984, May 1,
                      1985, May 15, 1985, January 31, 1987, June 1, 1978,
                      October 15, 1978, December 15, 1975, February 15, 1977,
                      September 1, 1979, June 15, 1989 February 15, 1990 and
                      March 15, 1993 April 26, 1992 and September 15, 1992 have
                      matured or have been called for redemption and funds
                      sufficient for such payment or redemption have been
                      irrevocably deposited with the Trustee for that purpose;
                      and Certificates of Provision for Payment have been
                      recorded in the offices of the respective Registers of
                      Deeds of certain counties in the State of Michigan, with
                      respect to all bonds of Series A, B, C, D, E, F, G, H, K,
                      L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP
                      Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1
                      and GGP No. 8.

                                             PART III.

                                            THE TRUSTEE.

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

                                        29

                      Supplemental Indenture set forth, and upon the following
                      terms and conditions:

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

                                              PART IV.

                                           MISCELLANEOUS.

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

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

TESTIMONIUM.            IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY
                      AND 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
                                                 ----------------------
                                                 N.A. Khouri
                                                 Vice President
                                                 Treasurer




                                        30

EXECUTION.            Attest:

                      ---------------------------------------
                                  Jack L. Somers
                           Assistant Corporate Secretary

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

                      ---------------------------------------
                                      K. Hier

                      ---------------------------------------
                                 Wayne Ginste, Jr.

                      STATE OF MICHIGAN
                      SS.:
                      COUNTY OF WAYNE

ACKNOWLEDGMENT
OF EXECUTION BY
COMPANY.                On this 31st day of August, 2001, before me, the
                      subscriber, a Notary Public within and for the County of
                      Wayne, in the State of Michigan, personally appeared N.A.
                      Khouri, to me personally known, who, being by me duly
                      sworn, did say that he does business at 2000 2nd Avenue,
                      Detroit, Michigan 48226 and is the Vice President
                      Treasurer of THE DETROIT EDISON COMPANY, one of the
                      corporations described in and which executed the foregoing
                      instrument; that he knows the corporate seal of the said
                      corporation and that the seal affixed to said instrument
                      is the corporate seal of said corporation; and that said
                      instrument was signed and sealed in behalf of said
                      corporation by authority of its Board of Directors and
                      that he subscribed his name thereto by like authority; and
                      said N.A. Khouri, acknowledged said instrument to be the
                      free act and deed of said corporation.

                       
                          ------------------------------------------------
(Notarial Seal)



                                        31

                                             
                                                FIRST CHICAGO TRUST COMPANY OF
                                                New York,

(Corporate Seal)                                By
                                                   ---------------------------------
                                                   Steven M. Wagner
                                                   Vice President



                      Attest:

                      ---------------------------------------

                      Signed, sealed and delivered by FIRST
                      CHICAGO TRUST COMPANY of New York, in
                      the presence of

                      ---------------------------------------

                      ---------------------------------------

                      STATE OF ILLINOIS
                      SS.:
                      COUNTY OF COOK

ACKNOWLEDGMENT
OF EXECUTION BY
TRUSTEE.                On this      day of           , 2001, before me, the
                      subscriber, a Notary Public within and for the County of
                      Cook, in the State of Illinois, personally appeared Steven
                      M. Wagner, to me personally known, who, being by me duly
                      sworn, did say that his business office is located at 1
                      Bank One Plaza, Chicago, Illinois, and he is a 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 Steven Wagner acknowledged said instrument to be
                      the free act and deed of said corporation.

                       
                          ------------------------------------------------
(Notarial Seal)



                                        32

                      STATE OF MICHIGAN
                                          SS.:
                      COUNTY OF WAYNE

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

                       
                          ------------------------------------------------
                          N.A. Khouri



                      Sworn to before me this 31st day of August, 2001

  This instrument was drafted by Frances B. Rohlman, Esq., 2000 2nd Avenue,
Detroit, Michigan 48226

EX-4.228

                                    INDENTURE

                         DATED AS OF SEPTEMBER 15, 2001
                            ------------------------

                           THE DETROIT EDISON COMPANY
                                (2000 2ND AVENUE,
                            DETROIT, MICHIGAN 48226)

                                       TO

                     FIRST CHICAGO TRUST COMPANY OF NEW YORK
                                (14 WALL STREET,
                            NEW YORK, NEW YORK 10005)

                                                  AS TRUSTEE


                            ------------------------

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

                                  PROVIDING FOR

                    (A) GENERAL AND REFUNDING MORTGAGE BONDS,
                                  2001 SERIES D

                    AND GENERAL AND REFUNDING MORTGAGE BONDS,
                                  2001 SERIES E

                                       AND

                         (B) RECORDING AND FILING DATA.








                               TABLE OF CONTENTS*



                                                                                             PAGE
                                                                                             ----
                                                                                         
PARTIES.........................................................................................1
RECITALS........................................................................................1
         Original Indenture and Supplementals...................................................1
         Issue of Bonds Under Indenture.........................................................2
         Bonds Heretofore Issued................................................................2
         Reason for Creation of New Series.....................................................12
         Bonds to be 2001 Series D and 2001 Series E...........................................12
         Further Assurance.....................................................................12
         Authorization of Supplemental Indenture...............................................13
         Consideration for Supplemental Indenture..............................................13
PART I. CREATION OF THREE HUNDRED TWENTY-NINTH SERIES OF BONDS. GENERAL AND REFUNDING
MORTGAGE BONDS, 2001 SERIES D..................................................................13
         Sec. 1.   Terms of Bonds of 2001 Series D.............................................13
                   Release.....................................................................13
         Sec. 2.   Redemption of Bonds of 2001 Series D........................................13
         Sec. 3.   Redemption of Bonds of 2001 Series D in event of acceleration of Notes......13
         Sec. 4.   Form of Bonds of 2001 Series D..............................................13
                   Form of Trustee's Certificate...............................................13
PART II. CREATION OF THREE HUNDRED THIRTIETH SERIES OF BONDS. GENERAL AND REFUNDING
MORTGAGE BONDS, 2001 SERIES E..................................................................13
         Sec. 1.   Terms of Bonds of 2001 Series E.............................................13
                   Release.....................................................................13
         Sec. 2.   Redemption of Bonds of 2001 Series E........................................13
         Sec. 3.   Redemption of Bonds of 2001 Series E in event of acceleration of Notes......13
         Sec. 4.   Form of Bonds of 2001 Series E..............................................13
                   Form of Trustee's Certificate...............................................13
PART III. RECORDING AND FILING DATA............................................................13
         Recording and Filing of Original Indenture............................................13
         Recording and Filing of Supplemental Indentures.......................................13
         Recording of Certificates of Provision for Payment....................................13
PART IV. THE TRUSTEE...........................................................................13
         Terms and Conditions of Acceptance of Trust by Trustee................................13
PART V. MISCELLANEOUS..........................................................................13
         Confirmation of Section 318(c) of Trust Indenture Act.................................13




                                                                                      
         Execution in Counterparts.............................................................13
         Testimonium...........................................................................13
         Execution.............................................................................13
         Acknowledgment of Execution by Company................................................13
         Acknowledgment of Execution by Trustee................................................13
         Affidavit as to Consideration and Good Faith..........................................13



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


                                       ii







PARTIES.                       SUPPLEMENTAL INDENTURE, dated as of the 15th day
                               of September, in the year 2001, 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 INDENTURE AND         WHEREAS, the Company has heretofore executed and
SUPPLEMENTALS.                 delivered its Mortgage and Deed of Trust
                               (hereinafter referred to as the "Original
                               Indenture"), dated as of October 1, 1924, to the
                               Trustee, for the security of all bonds of the
                               Company outstanding thereunder, and pursuant to
                               the terms and provisions of the Original
                               Indenture, indentures dated as of, respectively,
                               June 1, 1925, August 1, 1927, February 1, 1931,
                               June 1, 1931, October 1, 1932, September 25,
                               1935, September 1, 1936, November 1, 1936,
                               February 1, 1940, December 1, 1940, September 1,
                               1947, March 1, 1950, November 15, 1951, January
                               15, 1953, May 1, 1953, March 15, 1954, May 15,
                               1955, August 15, 1957, June 1, 1959, December 1,
                               1966, October 1, 1968, December 1, 1969, July 1,
                               1970, December 15, 1970, June 15, 1971, November
                               15, 1971, January 15, 1973, May 1, 1974, October
                               1, 1974, January 15, 1975, November 1, 1975,
                               December 15, 1975, February 1, 1976, June 15,
                               1976, July 15, 1976, February 15, 1977, March 1,
                               1977, June 15, 1977, July 1, 1977, October 1,
                               1977, June 1, 1978, October 15, 1978, March 15,
                               1979, July 1, 1979, September 1, 1979, September
                               15, 1979, January 1, 1980, April 1, 1980, August
                               15, 1980, August 1, 1981, November 1, 1981, June
                               30, 1982, August 15, 1982, June 1, 1983, October
                               1, 1984, May 1, 1985, May 15, 1985, October 15,
                               1985, April 1, 1986, August 15, 1986, November
                               30, 1986, January 31, 1987,





                               April 1, 1987, August 15, 1987, November 30,
                               1987, June 15, 1989, July 15, 1989, December 1,
                               1989, February 15, 1990, November 1, 1990, April
                               1, 1991, May 1, 1991, May 15, 1991, September 1,
                               1991, November 1, 1991, January 15, 1992,
                               February 29, 1992, April 15, 1992, July 15, 1992,
                               July 31, 1992, November 30, 1992, December 15,
                               1992, January 1, 1993, March 1, 1993, March 15,
                               1993, April 1, 1993, April 26, 1993, May 31,
                               1993, June 30, 1993, June 30, 1993, September 15,
                               1993, March 1, 1994, June 15, 1994, August 15,
                               1994, December 1, 1994, August 1, 1995, August 1,
                               1999, August 15, 1999 and January 1, 2000, April
                               15, 2000, August 1, 2000, March 15, 2001, May 1,
                               2001 and August 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 BONDS                 WHEREAS, the Indenture provides that said bonds
UNDER INDENTURE.               shall be issuable in one or more series, and
                               makes provision that the rates of interest and
                               dates for the payment thereof, the date of
                               maturity or dates of maturity, if of serial
                               maturity, the terms and rates of optional
                               redemption (if redeemable), the forms of
                               registered bonds without coupons of any series
                               and any other provisions and agreements in
                               respect thereof, in the Indenture provided and
                               permitted, as the Board of Directors may
                               determine, may be expressed in a supplemental
                               indenture to be made by the Company to the
                               Trustee thereunder; and

BONDS HERETOFORE ISSUED.       WHEREAS, bonds in the principal amount of Nine
                               billion two hundred thirty-six million three
                               hundred seventy-two thousand dollars
                               ($9,236,372,000) have heretofore been issued
                               under the indenture as follows, viz:




                                       2


                                                   
                                  (1)  Bonds of         -- Principal Amount $26,016,000,
                                       Series A
                                  (2)  Bonds of         -- Principal Amount $23,000,000,
                                       Series B
                                  (3)  Bonds of         -- Principal Amount $20,000,000,
                                       Series C
                                  (4)  Bonds of         -- Principal Amount $50,000,000,
                                       Series D
                                  (5)  Bonds of         -- Principal Amount $15,000,000,
                                       Series E
                                  (6)  Bonds of         -- Principal Amount $49,000,000,
                                       Series F
                                  (7)  Bonds of         -- Principal Amount $35,000,000,
                                       Series G
                                  (8)  Bonds of         -- Principal Amount $50,000,000,
                                       Series H
                                  (9)  Bonds of         -- Principal Amount $60,000,000,
                                       Series I
                                 (10)  Bonds of         -- Principal Amount $35,000,000,
                                       Series J
                                 (11)  Bonds of         -- Principal Amount $40,000,000,
                                       Series K
                                 (12)  Bonds of         -- Principal Amount $24,000,000,
                                       Series L
                                 (13)  Bonds of         -- Principal Amount $40,000,000,
                                       Series M
                                 (14)  Bonds of         -- Principal Amount $40,000,000,
                                       Series N
                                 (15)  Bonds of         -- Principal Amount $60,000,000,
                                       Series O
                                 (16)  Bonds of         -- Principal Amount $70,000,000,
                                       Series P
                                 (17)  Bonds of         -- Principal Amount $40,000,000,
                                       Series Q
                                 (18)  Bonds of         -- Principal Amount $50,000,000,
                                       Series W
                                 (19)  Bonds of         -- Principal Amount $100,000,000,
                                       Series AA
                                 (20)  Bonds of         -- Principal Amount $50,000,000,
                                       Series BB
                                 (21)  Bonds of         -- Principal Amount $50,000,000,
                                       Series CC
                                 (22)  Bonds of         -- Principal Amount $100,000,000,
                                       Series UU
                              (23-31)  Bonds of         -- Principal Amount $14,305,000,
                                       Series DDP
                                       Nos. 1-9
                              (32-45)  Bonds of         -- Principal Amount $45,600,000,
                                       Series FFR




                                       3


                                                   
                                       Nos. 1-14
                              (46-67)  Bonds of         -- Principal Amount $42,300,000,
                                       Series GGP
                                       Nos. 1-22
                                 (68)  Bonds of         -- Principal Amount $50,000,000,
                                       Series HH
                              (69-90)  Bonds of         -- Principal Amount $3,750,000,
                                       Series IIP
                                       Nos. 1-22
                              (91-98)  Bonds of         -- Principal Amount $6,850,000,
                                       Series JJP
                                       Nos. 1-8
                             (99-107)  Bonds of         -- Principal Amount $34,890,000,
                                       Series KKP
                                       Nos. 1-9
                            (108-122)  Bonds of         -- Principal Amount $8,850,000,
                                       Series LLP
                                       Nos. 1-15
                            (123-143)  Bonds of         -- Principal Amount $47,950,000,
                                       Series NNP
                                       Nos. 1-21
                            (144-161)  Bonds of         -- Principal Amount $18,880,000,
                                       Series OOP
                                       Nos. 1-18
                            (162-180)  Bonds of         -- Principal Amount $13,650,000,
                                       Series QQP
                                       Nos. 1-19
                            (181-195)  Bonds of         -- Principal Amount $3,800,000,
                                       Series TTP
                                       Nos. 1-15
                                (196)  Bonds of 1980    -- Principal Amount $50,000,000,
                                       Series A
                            (197-221)  Bonds of 1980    -- Principal Amount $35,000,000,
                                       Series CP
                                       Nos. 1-25
                            (222-232)  Bonds of 1980    -- Principal Amount $10,750,000,
                                       Series DP
                                       Nos. 1-11
                            (233-248)  Bonds of 1981    -- Principal Amount $124,000,000,
                                       Series AP
                                       Nos. 1-16
                                (249)  Bonds of 1985    -- Principal Amount $35,000,000,
                                       Series A
                                (250)  Bonds of 1985    -- Principal Amount $50,000,000,




                                       4


                                                   
                                       Series B
                                (251)  Bonds of         -- Principal Amount $70,000,000,
                                       Series PP
                                (252)  Bonds of         -- Principal Amount $70,000,000,
                                       Series RR
                                (253)  Bonds of         -- Principal Amount $50,000,000,
                                       Series EE
                            (254-255)  Bonds of         -- Principal Amount $5,430,000,
                                       Series MMP and
                                       MMP No. 2
                                (256)  Bonds of         -- Principal Amount $75,000,000,
                                       Series T
                                (257)  Bonds of         -- Principal Amount $75,000,000,
                                       Series U
                                (258)  Bonds of 1986    -- Principal Amount $100,000,000,
                                       Series B
                                (259)  Bonds of 1987    -- Principal Amount $250,000,000,
                                       Series D
                                (260)  Bonds of 1987    -- Principal Amount $150,000,000,
                                       Series E
                                (261)  Bonds of 1987    -- Principal Amount $225,000,000,
                                       Series C
                                (262)  Bonds of         -- Principal Amount $100,000,000,
                                       Series V
                                (263)  Bonds of         -- Principal Amount $150,000,000,
                                       Series SS
                                (264)  Bonds of 1980    -- Principal Amount $100,000,000,
                                       Series B
                                (265)  Bonds of 1986    -- Principal Amount $200,000,000,
                                       Series C
                                (266)  Bonds of 1986    -- Principal Amount $200,000,000,
                                       Series A
                                (267)  Bonds of 1987    -- Principal Amount $175,000,000,
                                       Series B
                                (268)  Bonds of         -- Principal Amount $100,000,000,
                                       Series X
                                (269)  Bonds of 1987    -- Principal Amount $200,000,000,
                                       Series F




                                       5


                                                   
                                (270)  Bonds of 1987    -- Principal Amount $300,000,000,
                                       Series A
                                (271)  Bonds of         -- Principal Amount $60,000,000,
                                       Series Y
                                (272)  Bonds of         -- Principal Amount $100,000,000,
                                       Series Z
                                (273)  Bonds of 1989    -- Principal Amount $300,000,000,
                                       Series A
                                (274)  Bonds of 1984    -- Principal Amount $2,400,000,
                                       Series AP
                                (275)  Bonds of 1984    -- Principal Amount $7,750,000,
                                       Series BP
                                (276)  Bonds of         -- Principal Amount $100,000,000,
                                       Series R
                                (277)  Bonds of         -- Principal Amount $150,000,000,
                                       Series S
                                (278)  Bonds of 1993    -- Principal Amount $100,000,000,
                                       Series D
                                (279)  Bonds of 1992    -- Principal Amount $50,000,000,
                                       Series E
                                (280)  Bonds of 1993    -- Principal Amount $50,000,000,
                                       Series B
                                (281)  Bonds of 1989    -- Principal Amount $66,565,000,
                                       Series BP
                                (282)  Bonds of 1990    -- Principal Amount $194,649,000
                                       Series A
                                (283)  Bonds of 1993    -- Principal Amount $225,000,000
                                       Series G
                                (284)  Bonds of 1993    -- Principal Amount $160,000,000
                                       Series K
                                (285)  Bonds of 1991    -- Principal Amount $41,480,000
                                       Series EP


                            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




                                       6

                           been deposited with the Trustee as a special trust
                           fund to be applied for such purpose;

                           (286-291) 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;

                           (292) 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 fourteen million one hundred ninety-two
                           thousand dollars ($114,192,000) principal amount have
                           heretofore been retired and One hundred forty-two
                           million seven hundred forty thousand dollars
                           ($142,740,000) principal amount are outstanding at
                           the date hereof;


                           (293) Bonds of 1990 Series C in the principal amount
                           of Eighty-five million four hundred seventy-five
                           thousand dollars ($85,475,000) of which Forty-one
                           million twenty-eight thousand dollars ($41,028,000)
                           principal amount have heretofore been retired and
                           Forty-four million four hundred forty-seven thousand
                           dollars ($44,447,000) principal amount are
                           outstanding at the date hereof;

                           (294) 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;

                           (295) 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;

                           (296) Bonds of 1991 Series CP in the principal amount
                           of Thirty-two million eight hundred thousand dollars



                                       7


                           ($32,800,000), all of which are outstanding at the
                           date hereof;

                           (297) 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;

                           (298) 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;

                           (299) 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;

                           (300) 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;

                           (301) Bonds of 1992 Series D in the principal amount
                           of Three hundred million dollars ($300,000,000), of
                           which One hundred thirty million four hundred
                           ninety-five thousand dollars ($130,495,000) principal
                           amount have heretofore been retired and One hundred
                           sixty-nine million five hundred and five thousand
                           ($169,505,000) principal amount are outstanding at
                           the date hereof;

                           (302) 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;

                           (303) 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;



                                       8


                           (304) Bonds of 1993 Series C in the principal amount
                           of Two hundred twenty-five million dollars
                           ($225,000,000), of which Eighty-one million six
                           hundred thousand dollars ($81,600,000,000) principal
                           amount have heretofore been retired and One hundred
                           forty-three million four hundred thousand dollars
                           ($143,400,000) principal amount are outstanding at
                           the date hereof;

                           (305) Bonds of 1993 Series E in the principal amount
                           of Four hundred million dollars ($400,000,000), of
                           which Two hundred twenty-nine million six hundred
                           twenty-five thousand dollars ($229,625,000) principal
                           amount have heretofore been retired and One hundred
                           seventy million three hundred seventy-five thousand
                           dollars ($170,375,000) principal amount are
                           outstanding at the date hereof;


                           (306) 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;

                           (307) Bonds of 1993 Series J in the principal amount
                           of Three hundred million dollars ($300,000,000), of
                           which One hundred twenty-two million three hundred
                           ninety-five thousand dollars ($122,395,000) principal
                           amount have heretofore been retired and One hundred
                           seventy-seven million six hundred and five thousand
                           dollars ($177,605,000) principal amount are
                           outstanding at the date hereof;

                           (308) 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;

                           (309) 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;

                           (310) Bonds of 1993 Series H in the principal amount
                           of


                                       9


                           Fifty million dollars ($50,000,000), 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), of
                           which One hundred million dollars ($100,000,000)
                           principal amount have heretofore been retired and One
                           hundred million dollars ($100,000,000) principal
                           amount are outstanding at the date hereof;

                           (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;

                           (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;



                                       10


                           (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 Fifty-eight million eight hundred twenty
                           thousand dollars ($58,820,000) principal amount have
                           heretofore been retired and One hundred sixty-one
                           million one hundred eighty thousand dollars
                           ($161,180,000) principal amount are outstanding at
                           the date hereof;

                           (322) Bonds of 2000 Series B in the principal amount
                           of Fifty million seven hundred forty-five thousand
                           dollars ($50,745,000), all of which are outstanding
                           at the date hereof;

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

                           (324) Bonds of 2001 Series BP in the principal amount
                           of Eighty-two million three hundred fifty thousand
                           ($82,350,000) all of which are outstanding at the
                           date hereof;

                           (325) Bonds of 2001 Series CP in the principal amount
                           of One hundred thirty-nine million eight hundred
                           fifty-five thousand dollars ($139,855,000) all of
                           which are outstanding at the date hereof; and



                                       11


                           accordingly, the Company has issued and has presently
                           outstanding Two billion four hundred forty-one
                           million eight hundred sixty-two thousand dollars
                           ($2,441,862,000) aggregate principal amount of its
                           General and Refunding Mortgage Bonds (the "Bonds") at
                           the date hereof; and

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

BONDS TO BE 2001           WHEREAS, for such purpose the Company desires by this
SERIES D AND 2001          Supplemental Indenture to create two new series of
SERIES E.                  bonds, to be designated "General and Refunding
                           Mortgage Bonds, 2001 Series D" and "General and
                           Refunding Mortgage Bonds, 2001 Series E",
                           respectively, in the aggregate principal amount of
                           Two Hundred million dollars ($200,000,000) and Five
                           Hundred million dollars ($500,000,000), respectively,
                           to be authenticated and delivered pursuant to Section
                           8 of Article III of the Indenture; and

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



                                       12


                           and

AUTHORIZATION OF           WHEREAS, the Company in the exercise of the powers
SUPPLEMENTAL               and authority conferred upon and reserved to it under
INDENTURE.                 and by virtue of the provisions of the Indenture, and
                           pursuant to resolutions of its Board of Directors has
                           duly resolved and determined to make, execute and
                           deliver to the Trustee a supplemental indenture in
                           the form hereof for the purposes herein provided; and

                           WHEREAS, all conditions and requirements necessary to
                           make this Supplemental Indenture a valid and legally
                           binding instrument in accordance with its terms have
                           been done, performed and fulfilled, and the execution
                           and delivery hereof have been in all respects duly
                           authorized;

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

                                    PART I.
             CREATION OF THREE HUNDRED TWENTY-NINTH SERIES OF BONDS.
              GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES D

TERMS OF BONDS OF                   SECTION 1. The Company hereby creates the
2001 SERIES D.             three hundred twenty-ninth 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, 2001
                           Series D" (elsewhere herein referred to as the "bonds
                           of 2001

                                       13

                           Series D"). The aggregate principal amount of bonds
                           of 2001 Series D shall be limited to Two hundred
                           million dollars ($200,000,000), except as provided in
                           Sections 7 and 13 of Article II of the Original
                           Indenture with respect to exchanges and replacements
                           of bonds, and except further that the Company may,
                           without the consent of the holders of the bonds of
                           2001 Series D, "reopen" the bonds of 2001 Series D so
                           as to increase the aggregate principal amount
                           outstanding to equal the aggregate principal amount
                           of Notes outstanding upon a "reopening" of such
                           series, so long as any additional bonds of 2001
                           Series D have the same tenor and terms as the bonds
                           of 2001 Series D established hereby.

                                    Subject to the release provisions set forth
                           below, each bond of 2001 Series D is to be
                           irrevocably assigned to, and registered in the name
                           of, Bank One Trust Company, National Association, as
                           trustee, or a successor trustee (said trustee or any
                           successor trustee being hereinafter referred to as
                           the "Note Indenture Trustee"), under the collateral
                           trust indenture, dated as of June 30, 1993 (the "Note
                           Indenture"), as supplemented, between the Note
                           Indenture Trustee and the Company, to secure payment
                           of the Company's 5.050% Senior Notes due 2005 (for
                           purposes of this Part, the "Notes").

                                    The bonds of 2001 Series D shall be issued
                           as registered bonds without coupons in denominations
                           of a multiple of $1,000. The bonds of 2001 Series D
                           shall be issued in the aggregate principal amount of
                           $200,000,000, shall mature on October 1, 2005
                           (subject to earlier redemption or release) and shall
                           bear interest at the rate of 5.050% per annum,
                           payable semiannually in arrears on April 1 and
                           October 1 of each year (commencing April 1, 2002),
                           until the principal thereof shall have become due and
                           payable and thereafter until the Company's obligation
                           with respect to the payment of said principal shall
                           have been discharged as provided in the Indenture.

                                    The bonds of 2001 Series D shall be payable
                           as to



                                       14


                           principal, premium, if any, and interest as provided
                           in the Indenture, but only to the extent and in the
                           manner herein provided. The bonds of 2001 Series D
                           shall be payable, both as to principal and interest,
                           at the office or agency of the Company in the Borough
                           of Manhattan, The City and State of New York, in any
                           coin or currency of the United States of America
                           which at the time of payment is legal tender for
                           public and private debts.

                                    Except as provided herein, each bond of 2001
                           Series D shall be dated the date of its
                           authentication and interest shall be payable on the
                           principal represented thereby from the April 1 or
                           October 1 next preceding the date thereof to which
                           interest has been paid on bonds of 2001 Series D,
                           unless the bond is authenticated on a date to which
                           interest has been paid, in which case interest shall
                           be payable from the date of authentication, or unless
                           the date of authentication is prior to April 1, 2002,
                           in which case interest shall be payable from October
                           10, 2001.

                                    The bonds of 2001 Series D in definitive
                           form shall be, at the election of the Company, fully
                           engraved or shall be lithographed or printed in
                           authorized denominations as aforesaid and numbered 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 2001 Series D). Until bonds of 2001 Series D
                           in definitive form are ready for delivery, the
                           Company may execute, and upon its request in writing
                           the Trustee shall authenticate and deliver in lieu
                           thereof, bonds of 2001 Series D in temporary form, as
                           provided in Section 10 of Article II of the
                           Indenture. Temporary bonds of 2001 Series D, if any,
                           may be printed and may be issued in authorized
                           denominations in substantially the form of definitive
                           bonds of 2001 Series D, but without a recital of
                           redemption prices and with such omissions, insertions
                           and variations as may be appropriate for temporary
                           bonds, all as may be



                                       15


                           determined by the Company.

                                    Interest on any bond of 2001 Series D 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
                           fifteenth calendar day (whether or not a business
                           day) next preceding such interest payment date. If
                           the Company shall default in the payment of the
                           interest due on any interest payment date on the
                           principal represented by any bond of 2001 Series D,
                           such defaulted interest shall forthwith cease to be
                           payable to the registered holder of that bond on the
                           relevant regular record date by virtue of his having
                           been such holder, and such defaulted interest may be
                           paid to the registered holder of that bond (or any
                           bond or bonds of 2001 Series D issued upon transfer
                           or exchange thereof) on the date of payment of such
                           defaulted interest or, at the election of the
                           Company, to the person in whose name that bond (or
                           any bond or bonds of 2001 Series D issued upon
                           transfer or exchange thereof) is registered on a
                           subsequent record date established by notice given by
                           mail by or on behalf of the Company to the holders of
                           bonds of 2001 Series D not less than ten (10) days
                           preceding such subsequent record date, which
                           subsequent record date shall be at least five (5)
                           days prior to the payment date of such defaulted
                           interest.

                                    Bonds of 2001 Series D shall not be
                           assignable or transferable except as may be set forth
                           under Section 405 of the Note Indenture or in the
                           supplemental indenture relating to the Notes, or,
                           subject to compliance with applicable law, as may be
                           involved in the course of the exercise of rights and
                           remedies consequent upon an Event of Default under
                           the Note Indenture. Any such transfer shall be made
                           upon surrender thereof for cancellation at the office
                           or agency of the Company in the Borough of Manhattan,
                           The City and State of New York, together with a
                           written instrument of transfer (if



                                       16


                           so required by the Company or by the Trustee) in form
                           approved by the Company duly executed by the holder
                           or by its duly authorized attorney. Bonds of 2001
                           Series D shall in the same manner be exchangeable for
                           a like aggregate principal amount of bonds of 2001
                           Series D upon the terms and conditions specified
                           herein and in Section 7 of Article II of the
                           Indenture. The Company waives its rights under
                           Section 7 of Article II of the Indenture not to make
                           exchanges or transfers of bonds of 2001 Series D
                           during any period of ten days next preceding any
                           redemption date for such bonds.

                                    Bonds of 2001 Series D, in definitive and
                           temporary form, may bear such legends as may be
                           necessary to comply with any law or with any rules or
                           regulations made pursuant thereto or as may be
                           specified in the Note Indenture.

                                    Upon payment of the principal or premium, if
                           any, or interest on the Notes, whether at maturity or
                           prior to maturity by redemption or otherwise, or upon
                           provision for the payment thereof having been made in
                           accordance with Article V of the Note Indenture,
                           bonds of 2001 Series D in a principal amount equal to
                           the principal amount of such Notes, shall, to the
                           extent of such payment of principal, premium or
                           interest, be deemed fully paid and the obligation of
                           the Company thereunder to make such payment shall
                           forthwith cease and be discharged, and, in the case
                           of the payment of principal and premium, if any, such
                           bonds shall be surrendered for cancellation or
                           presented for appropriate notation to the Trustee.

RELEASE                             From and after the Release Date (as defined
                           in the Note Indenture), the bonds of 2001 Series D
                           shall be deemed fully paid, satisfied and discharged
                           and the obligation of the Company thereunder shall be
                           terminated. On the Release Date, the bonds of 2001
                           Series D shall be surrendered to and canceled by the
                           Trustee. The Company covenants and agrees that, prior
                           to the Release Date, it will not take any action that
                           would cause the outstanding principal amount of the



                                       17


                           bonds of 2001 Series D to be less than the then
                           outstanding principal amount of the Notes.

REDEMPTION OF                       SECTION 2. Bonds of 2001 Series D shall be
BONDS OF 2001 SERIES       redeemed on the respective dates and in the
D.                         respective principal amounts which correspond to the
                           redemption dates for, and the principal amounts to be
                           redeemed of, the Notes.

                                    In the event the Company elects to redeem
                           any Notes prior to maturity in accordance with the
                           provisions of the Note Indenture, the Company shall
                           on the same date redeem bonds of 2001 Series D in
                           principal amounts and at redemption prices
                           corresponding to the Notes so redeemed. The Company
                           agrees to give the Trustee notice of any such
                           redemption of bonds of 2001 Series D on the same date
                           as it gives notice of redemption of Notes to the Note
                           Indenture Trustee.

REDEMPTION OF                       SECTION 3. In the event of an Event of
BONDS OF 2001 SERIES       Default under the Note Indenture and the acceleration
D IN EVENT OF              of all Notes, the bonds of 2001 Series D shall be
ACCELERATION OF            redeemable in whole upon receipt by the Trustee of a
NOTES.                     written demand (hereinafter called a "Redemption
                           Demand") from the Note Indenture Trustee stating that
                           there has occurred under the Note Indenture both an
                           Event of Default and a declaration of acceleration of
                           payment of principal, accrued interest and premium,
                           if any, on the Notes, specifying the last date to
                           which interest on the Notes has been paid (such date
                           being hereinafter referred to as the "Initial
                           Interest Accrual Date") and demanding redemption of
                           the bonds of said series. The Trustee shall, within
                           five days after receiving such Redemption Demand,
                           mail a copy thereof to the Company marked to indicate
                           the date of its receipt by the Trustee. Promptly upon
                           receipt by the Company of such copy of a Redemption
                           Demand, the Company shall fix a date on which it will
                           redeem the bonds of said series so demanded to be
                           redeemed (hereinafter called the "Demand Redemption
                           Date"). Notice of the date fixed as the Demand
                           Redemption Date shall be mailed





                                       18


                           by the Company to the Trustee at least ten days prior
                           to such Demand Redemption Date. The date to be fixed
                           by the Company as and for the Demand Redemption Date
                           may be any date up to and including the earlier of
                           (x) the 60th day after receipt by the Trustee of the
                           Redemption Demand or (y) the maturity date of such
                           bonds first occurring following the 20th day after
                           the receipt by the Trustee of the Redemption Demand;
                           provided, however, that if the Trustee shall not have
                           received such notice fixing the Demand Redemption
                           Date on or before the 10th day preceding the earlier
                           of such dates, the Demand Redemption Date shall be
                           deemed to be the earlier of such dates. The Trustee
                           shall mail notice of the Demand Redemption Date (such
                           notice being hereinafter called the "Demand
                           Redemption Notice") to the Note Indenture Trustee not
                           more than ten nor less than five days prior to the
                           Demand Redemption Date.

                                    Each bond of 2001 Series D shall be redeemed
                           by the Company on the Demand Redemption Date
                           therefore upon surrender thereof by the Note
                           Indenture Trustee to the Trustee at a redemption
                           price equal to the principal amount thereof plus
                           accrued interest thereon at the rate specified for
                           such bond from the Initial Interest Accrual Date to
                           the Demand Redemption Date plus an amount equal to
                           the aggregate premium, if any, due and payable on
                           such Demand Redemption Date on all Notes; provided,
                           however, that in the event of a receipt by the
                           Trustee of a notice that, pursuant to Section 602 of
                           the Note Indenture, the Note Indenture Trustee has
                           terminated proceedings to enforce any right under the
                           Note Indenture, then any Redemption Demand shall
                           thereby be rescinded by the Note Indenture Trustee,
                           and no Demand Redemption Notice shall be given, or,
                           if already given, shall be automatically annulled;
                           but no such rescission or annulment shall extend to
                           or affect any subsequent default or impair any right
                           consequent thereon.

                                    Anything herein contained to the contrary
                           notwithstanding, the Trustee is not authorized to
                           take



                                       19


                           any action pursuant to a Redemption Demand and such
                           Redemption Demand shall be of no force or effect,
                           unless it is executed in the name of the Note
                           Indenture Trustee by its President or one of its Vice
                           Presidents.

FORM OF BONDS OF                    SECTION 4. The bonds of 2001 Series D and
2001 SERIES D.             the form of Trustee's Certificate to be endorsed on
                           such bonds shall be substantially in the following
                           forms, respectively:






                                       20


                             [FORM OF FACE OF BOND]


                           THE DETROIT EDISON COMPANY
                       GENERAL AND REFUNDING MORTGAGE BOND
                                  2001 SERIES D

                                    Notwithstanding any provisions hereof or in
                           the Indenture, this bond is not assignable or
                           transferable except as may be required to effect a
                           transfer to any successor trustee under the
                           Collateral Trust Indenture, dated as of June 30,
                           1993, as amended, and as further supplemented as of
                           October 10, 2001, between The Detroit Edison Company
                           and Bank One Trust Company, National Association, as
                           Note Trustee, or, subject to compliance with
                           applicable law, as may be involved in the course of
                           the exercise of rights and remedies consequent upon
                           an Event of Default under said Indenture.

                             $_______                                  No.______

                                    THE DETROIT EDISON COMPANY (hereinafter
                           called the "Company"), a corporation of the State of
                           Michigan, for value received, hereby promises to pay
                           to Bank One Trust Company, National Association, as
                           Note Trustee, or registered assigns, at the Company's
                           office or agency in the Borough of Manhattan, The
                           City and State of New York, the principal sum of
                           dollars ($ ) in lawful money of the United States of
                           America on October 1, 2005 (subject to earlier
                           redemption or release) and interest thereon at the
                           rate of 5.050% per annum, in like lawful money, from
                           October 10, 2001, and after the first payment of
                           interest on bonds of this Series has been made or
                           otherwise provided for, from the most recent date to
                           which interest has been paid or otherwise provided
                           for, semi-annually on April 1 and October 1 of each
                           year (commencing April 1, 2002), until the



                                       21


                           Company's obligation with respect to payment of said
                           principal shall have been discharged, all as
                           provided, to the extent and in the manner specified
                           in the Indenture hereinafter mentioned on the reverse
                           hereof and in the supplemental indenture pursuant to
                           which this bond has been issued.

                                    Under a Collateral Trust Indenture, dated as
                           of June 30, 1993, as amended and as further
                           supplemented as of October 10, 2001 (hereinafter
                           called the "Note Indenture"), between the Company and
                           Bank One Trust Company, National Association, as Note
                           Trustee (hereinafter called the "Note Indenture
                           Trustee"), the Company has issued its 5.050% Senior
                           Notes due 2005 (the "Notes"). This bond was
                           originally issued to the Note Indenture Trustee so as
                           to secure the payment of the Notes. Payments of
                           principal of, or premium, if any, or interest on, the
                           Notes shall constitute like payments on this bond as
                           further provided herein and in the supplemental
                           indenture pursuant to which this bond has been
                           issued.

                                    Reference is hereby made to such further
                           provisions of this bond set forth on the reverse
                           hereof and such 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.



                                       22


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

                           Dated:      THE DETROIT EDISON COMPANY


                                       By:______________________________________
                                           Vice President and Treasurer



                           [SEAL]



                           Attest:_______________________________
                                   Assistant Corporate Secretary




                                       23

                            [FORM OF REVERSE OF BOND]

                                    This bond is one of an authorized issue of
                           bonds of the Company, unlimited as to amount except
                           as provided in the Indenture hereinafter mentioned or
                           any indentures supplemental thereto, and is one of a
                           series of General and Refunding Mortgage Bonds known
                           as 2001 Series D, limited to an aggregate principal
                           amount of $200,000,000, except as otherwise provided
                           in the Indenture hereinafter mentioned. This bond and
                           all other bonds of said series are issued and to be
                           issued under, and are all equally and ratably secured
                           (except insofar as any sinking, amortization,
                           improvement or analogous fund, established in
                           accordance with the provisions of the Indenture
                           hereinafter mentioned, may afford additional security
                           for the bonds of any particular series and except as
                           provided in Section 3 of Article VI of said
                           Indenture) by an Indenture, dated as of October 1,
                           1924, duly executed by the Company to First Chicago
                           Trust Company of New York, as successor in interest
                           to Bankers Trust Company, a corporation of the State
                           of New York, as Trustee, to which Indenture and all
                           indentures supplemental thereto (including the
                           Supplemental Indenture dated as of September 15,
                           2001) reference is hereby made for a description of
                           the properties and franchises mortgaged and conveyed,
                           the nature and extent of the security, the terms and
                           conditions upon which the bonds are issued and under
                           which additional bonds may be issued, and the rights
                           of the holders of the bonds and of the Trustee in
                           respect of such security (which Indenture and all
                           indentures supplemental thereto, including the
                           Supplemental Indenture dated as of September 15,
                           2001, 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


                                       24


                           holders of the bonds and the terms and provisions of
                           the Indenture, or of any indenture supplemental
                           thereto, may be modified or altered in certain
                           respects by affirmative vote of at least eighty-five
                           percent (85%) in amount of the bonds then
                           outstanding, and, if the rights of one or more, but
                           less than all, series of bonds then outstanding are
                           to be affected by the action proposed to be taken,
                           then also be affirmative vote of at least eighty-five
                           percent (85%) in amount of the series of bonds so to
                           be affected (excluding in every instance bonds
                           disqualified from voting by reason of the Company's
                           interest therein as specified in the Indenture);
                           provided, however, that, without the consent of the
                           holder hereof, no such modification or alteration
                           shall, among other things, affect the terms of
                           payment of the principal of or the interest on this
                           bond, which in those respects is unconditional.

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

                                    Under the Indenture, funds may be deposited
                           with the Trustee (which shall have become available
                           for payment), in advance of the redemption date of
                           any of the bonds of 2001 Series D (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.



                                       25


                                    In case an event of default, as defined in
                           the Indenture, shall occur, the principal of all the
                           bonds issued thereunder may become or be declared due
                           and payable, in the manner, with the effect and
                           subject to the conditions provided in the Indenture.

                                    Upon payment of the principal of, or
                           premium, if any, or interest on, the Notes, whether
                           at maturity or prior to maturity by redemption or
                           otherwise or upon provision for the payment thereof
                           having been made in accordance with Article V of the
                           Note Indenture, bonds of 2001 Series D in a principal
                           amount equal to the principal amount of such Notes,
                           and having both a corresponding maturity date and
                           interest rate shall, to the extent of such payment of
                           principal, premium or interest, be deemed fully paid
                           and the obligation of the Company thereunder to make
                           such payment shall forthwith cease and be discharged,
                           and, in the case of the payment of principal and
                           premium, if any, such bonds of said series shall be
                           surrendered for cancellation or presented for
                           appropriate notation to the Trustee.

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




                                       26

                           upon payment, in any event, of the charges prescribed
                           in the Indenture.

                                    From and after the Release Date (as defined
                           in the Note Indenture), the bonds of 2001 Series D
                           shall be deemed fully paid, satisfied and discharged
                           and the obligation of the Company thereunder shall be
                           terminated. On the Release Date, the bonds of 2001
                           Series D shall be surrendered to and cancelled by the
                           Trustee. The Company covenants and agrees that, prior
                           to the Release Date, it will not take any action that
                           would cause the outstanding principal amount of the
                           bond of 2001 Series D to be less than the then
                           outstanding principal amount of the Notes.

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








                                       27

                                      [FORM OF TRUSTEE'S CERTIFICATE]

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

                                      FIRST CHICAGO TRUST COMPANY,
                                      OF NEW YORK, as Trustee


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



                                       28



                                    PART II.
              CREATION OF THREE HUNDRED THIRTIETH SERIES OF BONDS.
              GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES E

TERMS OF BONDS OF 2001                SECTION 1. The Company hereby creates the
SERIES E.                      three hundred thirtieth 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, 2001 Series E"
                               (elsewhere herein referred to as the "bonds of
                               2001 Series E"). The aggregate principal amount
                               of bonds of 2001 Series E shall be limited to
                               Five hundred million dollars ($500,000,000),
                               except as provided in Sections 7 and 13 of
                               Article II of the Original Indenture with respect
                               to exchanges and replacements of bonds, and
                               except further that the Company may, without the
                               consent of the holders of the bonds of 2001
                               Series E, "reopen" the bonds of 2001 Series E so
                               as to increase the aggregate principal amount
                               outstanding to equal the aggregate principal
                               amount of Notes outstanding upon a "reopening" of
                               such series, so long as any additional bonds of
                               2001 Series E have the same tenor and terms as
                               the bonds of 2001 Series E established hereby.

                                      Subject to the release provisions set
                               forth below, each bond of 2001 Series E is to be
                               irrevocably assigned to, and registered in the
                               name of, Bank One Trust Company, National
                               Association, as trustee, or a successor trustee
                               (said trustee or any successor trustee being
                               hereinafter referred to as the "Note Indenture
                               Trustee"), under the collateral trust indenture,
                               dated as of June 30, 1993 (the "Note Indenture"),
                               as supplemented, between the Note Indenture
                               Trustee and the Company, to secure payment of the
                               Company's 6.125% Senior Notes due 2010 (for
                               purposes of this Part, the "Notes").

                                      The bonds of 2001 Series E shall be issued
                               as registered bonds without coupons in
                               denominations of a multiple of $1,000. The bonds
                               of 2001 Series E shall be



                                       29


                               issued in the aggregate principal amount of
                               $500,000,000, shall mature on October 1, 2010
                               (subject to earlier redemption or release) and
                               shall bear interest at the rate of 6.125% per
                               annum, payable semiannually in arrears on April 1
                               and October 1 of each year (commencing April 1,
                               2002), until the principal thereof shall have
                               become due and payable and thereafter until the
                               Company's obligation with respect to the payment
                               of said principal shall have been discharged as
                               provided in the Indenture.

                                      The bonds of 2001 Series E shall be
                               payable as to principal, premium, if any, and
                               interest as provided in the Indenture, but only
                               to the extent and in the manner herein provided.
                               The bonds of 2001 Series E shall be payable, both
                               as to principal and interest, at the office or
                               agency of the Company in the Borough of
                               Manhattan, The City and State of New York, in any
                               coin or currency of the United States of America
                               which at the time of payment is legal tender for
                               public and private debts.

                                      Except as provided herein, each bond of
                               2001 Series E shall be dated the date of its
                               authentication and interest shall be payable on
                               the principal represented thereby from the April
                               1 or October 1 next preceding the date thereof to
                               which interest has been paid on bonds of 2001
                               Series E, unless the bond is authenticated on a
                               date to which interest has been paid, in which
                               case interest shall be payable from the date of
                               authentication, or unless the date of
                               authentication is prior to April 1, 2002, in
                               which case interest shall be payable from October
                               10, 2001.

                                      The bonds of 2001 Series E, in definitive
                               form shall be, at the election of the Company,
                               fully engraved or shall be lithographed or
                               printed in authorized denominations as aforesaid
                               and numbered 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 2001 Series E).
                               Until bonds of 2001 Series E in



                                       30

                               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 2001 Series E
                               in temporary form, as provided in Section 10 of
                               Article II of the Indenture. Temporary bonds of
                               2001 Series E, if any, may be printed and may be
                               issued in authorized denominations in
                               substantially the form of definitive bonds of
                               2001 Series E, but without a recital of
                               redemption prices and with such omissions,
                               insertions and variations as may be appropriate
                               for temporary bonds, all as may be determined by
                               the Company.

                                      Interest on any bond of 2001 Series E
                               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 fifteenth
                               calendar day (whether or not a business day) next
                               preceding such interest payment date. If the
                               Company shall default in the payment of the
                               interest due on any interest payment date on the
                               principal represented by any bond of 2001 Series
                               E, such defaulted interest shall forthwith cease
                               to be payable to the registered holder of that
                               bond on the relevant regular record date by
                               virtue of his having been such holder, and such
                               defaulted interest may be paid to the registered
                               holder of that bond (or any bond or bonds of 2001
                               Series E issued upon transfer or exchange
                               thereof) on the date of payment of such defaulted
                               interest or, at the election of the Company, to
                               the person in whose name that bond (or any bond
                               or bonds of 2001 Series E issued upon transfer or
                               exchange thereof) is registered on a subsequent
                               record date established by notice given by mail
                               by or on behalf of the Company to the holders of
                               bonds of 2001 Series E not less than ten (10)
                               days preceding such subsequent record date, which
                               subsequent record date shall be at least five (5)
                               days prior to the payment date of such defaulted
                               interest.



                                       31


                                      Bonds of 2001 Series E shall not be
                               assignable or transferable except as may be set
                               forth under Section 405 of the Note Indenture or
                               in the supplemental indenture relating to the
                               Notes, or, subject to compliance with applicable
                               law, as may be involved in the course of the
                               exercise of rights and remedies consequent upon
                               an Event of Default under the Note Indenture. Any
                               such transfer shall be made upon surrender
                               thereof for cancellation at the office or agency
                               of the Company in the Borough of Manhattan, The
                               City and State of New York, together with a
                               written instrument of transfer (if so required by
                               the Company or by the Trustee) in form approved
                               by the Company duly executed by the holder or by
                               its duly authorized attorney. Bonds of 2001
                               Series E shall in the same manner be exchangeable
                               for a like aggregate principal amount of bonds of
                               2001 Series E upon the terms and conditions
                               specified herein and in Section 7 of Article II
                               of the Indenture. The Company waives its rights
                               under Section 7 of Article II of the Indenture
                               not to make exchanges or transfers of bonds of
                               2001 Series E during any period of ten days next
                               preceding any redemption date for such bonds.

                                      Bonds of 2001 Series E, in definitive and
                               temporary form, may bear such legends as may be
                               necessary to comply with any law or with any
                               rules or regulations made pursuant thereto or as
                               may be specified in the Note Indenture.

                                      Upon payment of the principal or premium,
                               if any, or interest on the Notes, whether at
                               maturity or prior to maturity by redemption or
                               otherwise, or upon provision for the payment
                               thereof having been made in accordance with
                               Article V of the Note Indenture, bonds of 2001
                               Series E in a principal amount equal to the
                               principal amount of such Notes, shall, to the
                               extent of such payment of principal, premium or
                               interest, be deemed fully paid and the obligation
                               of the Company thereunder to make such payment
                               shall forthwith cease and be discharged, and, in
                               the case of the payment of principal and premium,
                               if any, such bonds shall be surrendered for
                               cancellation or presented for appropriate
                               notation to



                                       32


                               the Trustee.

RELEASE.                              From and after the Release Date (as
                               defined in the Note Indenture), the bonds of 2001
                               Series E shall be deemed fully paid, satisfied
                               and discharged and the obligation of the Company
                               thereunder shall be terminated. On the Release
                               Date, the bonds of 2001 Series E shall be
                               surrendered to and canceled by the Trustee. The
                               Company covenants and agrees that, prior to the
                               Release Date, it will not take any action that
                               would cause the outstanding principal amount of
                               the bonds of 2001 Series E to be less than the
                               then outstanding principal amount of the Notes.

REDEMPTION OF BONDS OF 2001           SECTION 2. Bonds of 2001 Series E shall be
SERIES E.                      redeemed on the respective dates and in the
                               respective principal amounts which correspond to
                               the redemption dates for, and the principal
                               amounts to be redeemed of, the Notes.

                                      In the event the Company elects to redeem
                               any Notes prior to maturity in accordance with
                               the provisions of the Note Indenture, the Company
                               shall on the same date redeem bonds of 2001
                               Series E in principal amounts and at redemption
                               prices corresponding to the Notes so redeemed.
                               The Company agrees to give the Trustee notice of
                               any such redemption of bonds of 2001 Series E on
                               the same date as it gives notice of redemption of
                               Notes to the Note Indenture Trustee.

REDEMPTION OF BONDS OF 2001           SECTION 3. In the event of an Event of
SERIES E IN EVENT OF           Default under the Note Indenture and the
ACCELERATION OF NOTES.         acceleration of all Notes, the bonds of 2001
                               Series E shall be redeemable in whole upon
                               receipt by the Trustee of a written demand
                               (hereinafter called a "Redemption Demand") from
                               the Note Indenture Trustee stating that there has
                               occurred under the Note Indenture both an Event
                               of Default and a declaration of acceleration of
                               payment of principal, accrued interest and
                               premium, if any, on the Notes, specifying the
                               last date to which interest on the Notes has been
                               paid (such date being hereinafter



                                       33


                               referred to as the "Initial Interest Accrual
                               Date") and demanding redemption of the bonds of
                               said series. The Trustee shall, within five days
                               after receiving such Redemption Demand, mail a
                               copy thereof to the Company marked to indicate
                               the date of its receipt by the Trustee. Promptly
                               upon receipt by the Company of such copy of a
                               Redemption Demand, the Company shall fix a date
                               on which it will redeem the bonds of said series
                               so demanded to be redeemed (hereinafter called
                               the "Demand Redemption Date"). Notice of the date
                               fixed as the Demand Redemption Date shall be
                               mailed by the Company to the Trustee at least ten
                               days prior to such Demand Redemption Date. The
                               date to be fixed by the Company as and for the
                               Demand Redemption Date may be any date up to and
                               including the earlier of (x) the 60th day after
                               receipt by the Trustee of the Redemption Demand
                               or (y) the maturity date of such bonds first
                               occurring following the 20th day after the
                               receipt by the Trustee of the Redemption Demand;
                               provided, however, that if the Trustee shall not
                               have received such notice fixing the Demand
                               Redemption Date on or before the 10th day
                               preceding the earlier of such dates, the Demand
                               Redemption Date shall be deemed to be the earlier
                               of such dates. The Trustee shall mail notice of
                               the Demand Redemption Date (such notice being
                               hereinafter called the "Demand Redemption
                               Notice") to the Note Indenture Trustee not more
                               than ten nor less than five days prior to the
                               Demand Redemption Date.

                                      Each bond of 2001 Series E shall be
                               redeemed by the Company on the Demand Redemption
                               Date therefore upon surrender thereof by the Note
                               Indenture Trustee to the Trustee at a redemption
                               price equal to the principal amount thereof plus
                               accrued interest thereon at the rate specified
                               for such bond from the Initial Interest Accrual
                               Date to the Demand Redemption Date plus an amount
                               equal to the aggregate premium, if any, due and
                               payable on such Demand Redemption Date on all
                               Notes; provided, however, that in the event of a
                               receipt by the Trustee of a notice that, pursuant
                               to Section 602 of the



                                       34


                               Note Indenture, the Note Indenture Trustee has
                               terminated proceedings to enforce any right under
                               the Note Indenture, then any Redemption Demand
                               shall thereby be rescinded by the Note Indenture
                               Trustee, and no Demand Redemption Notice shall be
                               given, or, if already given, shall be
                               automatically annulled; but no such rescission or
                               annulment shall extend to or affect any
                               subsequent default or impair any right consequent
                               thereon.

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

FORM OF BONDS OF 2001                 SECTION 4. The bonds of 2001 Series E and
SERIES E.                      the form of Trustee's Certificate to be endorsed
                               on such bonds shall be substantially in the
                               following forms, respectively:




                                       35




                                            [FORM OF FACE OF BOND]

                                          THE DETROIT EDISON COMPANY
                                      GENERAL AND REFUNDING MORTGAGE BOND
                                                 2001 SERIES E

                                      Notwithstanding any provisions hereof or
                               in the Indenture, this bond is not assignable or
                               transferable except as may be required to effect
                               a transfer to any successor trustee under the
                               Collateral Trust Indenture, dated as of June 30,
                               1993, as amended, and as further supplemented as
                               of October 10, 2001, between The Detroit Edison
                               Company and Bank One Trust Company, National
                               Association, as Note Trustee, or, subject to
                               compliance with applicable law, as may be
                               involved in the course of the exercise of rights
                               and remedies consequent upon an Event of Default
                               under said Indenture.

                                      $                       No.
                                       -------                   ------

                                      THE DETROIT EDISON COMPANY (hereinafter
                               called the "Company"), a corporation of the State
                               of Michigan, for value received, hereby promises
                               to pay to Bank One Trust Company, National
                               Association, as Note Trustee, or registered
                               assigns, at the Company's office or agency in the
                               Borough of Manhattan, The City and State of New
                               York, the principal sum of      dollars ($      )
                               in lawful money of the United States of America
                               on October 1, 2010 (subject to earlier redemption
                               or release) and interest thereon at the rate of
                               6.125% per annum, in like lawful money, from
                               October 10, 2001, and after the first payment of
                               interest on bonds of this Series has been made or
                               otherwise provided for, from the most recent date
                               to which interest has been paid or otherwise



                                       36

                               provided for, semi-annually on April 1 and
                               October 1 of each year (commencing April 1,
                               2002), until the Company's obligation with
                               respect to payment of said principal shall have
                               been discharged, all as provided, to the extent
                               and in the manner specified in the Indenture
                               hereinafter mentioned on the reverse hereof and
                               in the supplemental indenture pursuant to which
                               this bond has been issued.

                                      Under a Collateral Trust Indenture, dated
                               as of June 30, 1993, as amended and as further
                               supplemented as of October 10, 2001 (hereinafter
                               called the "Note Indenture"), between the Company
                               and Bank One Trust Company, National Association,
                               as Note Trustee (hereinafter called the "Note
                               Indenture Trustee"), the Company has issued its
                               6.125% Senior Notes due 2010 (the "Notes"). This
                               bond was originally issued to the Note Indenture
                               Trustee so as to secure the payment of the Notes.
                               Payments of principal of, or premium, if any, or
                               interest on, the Notes shall constitute like
                               payments on this bond as further provided herein
                               and in the supplemental indenture pursuant to
                               which this bond has been issued.

                                      Reference is hereby made to such further
                               provisions of this bond set forth on the reverse
                               hereof and such 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.



                                       37


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

                               Dated:  THE DETROIT EDISON COMPANY


                                       By:
                                          --------------------------------------
                                          Vice President and Treasurer



                               [SEAL]



                               Attest:
                                      -----------------------------------
                                       Assistant Corporate Secretary






                                       38


                                           [FORM OF REVERSE OF BOND]

                                      This bond is one of an authorized issue of
                               bonds of the Company, unlimited as to amount
                               except as provided in the Indenture hereinafter
                               mentioned or any indentures supplemental thereto,
                               and is one of a series of General and Refunding
                               Mortgage Bonds known as 2001 Series E, limited to
                               an aggregate principal amount of $500,000,000,
                               except as otherwise provided in the Indenture
                               hereinafter mentioned. This bond and all other
                               bonds of said series are issued and to be issued
                               under, and are all equally and ratably secured
                               (except insofar as any sinking, amortization,
                               improvement or analogous fund, established in
                               accordance with the provisions of the Indenture
                               hereinafter mentioned, may afford additional
                               security for the bonds of any particular series
                               and except as provided in Section 3 of Article VI
                               of said Indenture) by an Indenture, dated as of
                               October 1, 1924, duly executed by the Company to
                               First Chicago Trust Company of New York, as
                               successor in interest to Bankers Trust Company, a
                               corporation of the State of New York, as Trustee,
                               to which Indenture and all indentures
                               supplemental thereto (including the Supplemental
                               Indenture dated as of September 15, 2001)
                               reference is hereby made for a description of the
                               properties and franchises mortgaged and conveyed,
                               the nature and extent of the security, the terms
                               and conditions upon which the bonds are issued
                               and under which additional bonds may be issued,
                               and the rights of the holders of the bonds and of
                               the Trustee in respect of such security (which
                               Indenture and all indentures supplemental
                               thereto, including the Supplemental Indenture
                               dated as of September 15, 2001, 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



                                       39


                               holders of the bonds and the terms and provisions
                               of the Indenture, or of any indenture
                               supplemental thereto, may be modified or altered
                               in certain respects by affirmative vote of at
                               least eighty-five percent (85%) in amount of the
                               bonds then outstanding, and, if the rights of one
                               or more, but less than all, series of bonds then
                               outstanding are to be affected by the action
                               proposed to be taken, then also be affirmative
                               vote of at least eighty-five percent (85%) in
                               amount of the series of bonds so to be affected
                               (excluding in every instance bonds disqualified
                               from voting by reason of the Company's interest
                               therein as specified in the Indenture); provided,
                               however, that, without the consent of the holder
                               hereof, no such modification or alteration shall,
                               among other things, affect the terms of payment
                               of the principal of or the interest on this bond,
                               which in those respects is unconditional.

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

                                      Under the Indenture, funds may be
                               deposited with the Trustee (which shall have
                               become available for payment), in advance of the
                               redemption date of any of the bonds of 2001
                               Series E (or portions thereof), in trust for the
                               redemption of such bonds (or portions thereof)
                               and the interest due or to become due thereon,
                               and thereupon all obligations of the Company in
                               respect of such bonds (or portions thereof) so to
                               be redeemed and such interest shall cease and be
                               discharged, and the holders thereof shall
                               thereafter be restricted exclusively to such
                               funds for any and all claims of whatsoever nature
                               on their part under the Indenture or with respect
                               to such bonds (or portions thereof) and interest.



                                       40


                                      In case an event of default, as defined in
                               the Indenture, shall occur, the principal of all
                               the bonds issued thereunder may become or be
                               declared due and payable, in the manner, with the
                               effect and subject to the conditions provided in
                               the Indenture.

                                      Upon payment of the principal of, or
                               premium, if any, or interest on, the Notes,
                               whether at maturity or prior to maturity by
                               redemption or otherwise or upon provision for the
                               payment thereof having been made in accordance
                               with Article V of the Note Indenture, bonds of
                               2001 Series E in a principal amount equal to the
                               principal amount of such Notes, and having both a
                               corresponding maturity date and interest rate
                               shall, to the extent of such payment of
                               principal, premium or interest, be deemed fully
                               paid and the obligation of the Company thereunder
                               to make such payment shall forthwith cease and be
                               discharged, and, in the case of the payment of
                               principal and premium, if any, such bonds of said
                               series shall be surrendered for cancellation or
                               presented for appropriate notation to the
                               Trustee.

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



                                       41


                               upon payment, in any event, of the charges
                               prescribed in the Indenture.

                                      From and after the Release Date (as
                               defined in the Note Indenture), the bonds of 2001
                               Series E shall be deemed fully paid, satisfied
                               and discharged and the obligation of the Company
                               thereunder shall be terminated. On the Release
                               Date, the bonds of 2001 Series E shall be
                               surrendered to and cancelled by the Trustee. The
                               Company covenants and agrees that, prior to the
                               Release Date, it will not take any action that
                               would cause the outstanding principal amount of
                               the bond of 2001 Series E to be less than the
                               then outstanding principal amount of the Notes.

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



                                       42


                                      [FORM OF TRUSTEE'S CERTIFICATE]

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

                                      FIRST CHICAGO TRUST COMPANY,
                                      OF NEW YORK, as Trustee


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



                                       43


                                   PART III.
                            RECORDING AND FILING DATA

RECORDING AND FILING OF               The Original Indenture and indentures
ORIGINAL INDENTURE.            supplemental thereto have been recorded and/or
                               filed and Certificates of Provision for Payment
                               have been recorded as hereinafter set forth.

                                      The Original Indenture has been recorded
                               as a real estate mortgage and filed as a chattel
                               mortgage in the offices of the respective
                               Registers of Deeds of certain counties in the
                               State of Michigan as set forth in the
                               Supplemental Indenture dated as of September 1,
                               1947, has been recorded as a real estate mortgage
                               in the office of the Register of Deeds of Genesee
                               County, Michigan as set forth in the Supplemental
                               Indenture dated as of May 1, 1974, has been filed
                               in the Office of the Secretary of State of
                               Michigan on November 16, 1951 and has been filed
                               and recorded in the office of the Interstate
                               Commerce Commission on December 8, 1969.

RECORDING AND FILING OF               Pursuant to the terms and provisions of
SUPPLEMENTAL INDENTURES.       the Original Indenture, indentures supplemental
                               thereto heretofore entered into have been
                               recorded as a real estate mortgage and/or filed
                               as a chattel mortgage or as a financing statement
                               in the offices of the respective Registers of
                               Deeds of certain counties in the State of
                               Michigan, the Office of the Secretary of State of
                               Michigan and the Office of the Interstate
                               Commerce Commission, as set forth in supplemental
                               indentures as follows:



                                                                                 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




                                       44




                                                                                 RECORDED AND/OR
                                                                                FILED AS SET FORTH
                                                                                        IN
                                  SUPPLEMENTAL             PURPOSE OF              SUPPLEMENTAL
                                    INDENTURE             SUPPLEMENTAL              INDENTURE
                                   DATED AS OF              INDENTURE              DATED AS OF:
                            ---------------------------  --------------         ----------------
                                                                          
                            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,                 Series I Bonds,        November 15, 1951
                            1947(a)(b)(c)..............     Subject
                                                            Properties and
                                                            Additional
                                                            Provisions
                            March 1, 1950(a)(b)(c).....  Series J Bonds and     November 15, 1951
                                                            Additional
                                                            Provisions
                            November 15,                 Series K Bonds         January 15, 1953
                            1951(a)(b)(c)..............     Additional
                                                            Provisions and
                                                            Subject Properties
                            January 15, 1953(a)(b).....  Series L Bonds         May 1, 1953
                            May 1, 1953(a).............  Series M Bonds and     March 15, 1954
                                                            Subject Properties
                            March 15, 1954(a)(c).......  Series N Bonds and     May 15, 1955
                                                            Subject Properties
                            May 15, 1955(a)(c).........  Series O Bonds and     August 15, 1957
                                                            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 and     December 1, 1966
                                                            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 and     December 1, 1969
                                                            Subject Properties
                            December 1, 1969(a)(c).....  Series T Bonds and     July 1, 1970
                                                            Subject Properties
                            July 1, 1970(c)............  Series U Bonds and     December 15, 1970
                                                            Subject Properties
                            December 15, 1970(c).......  Series V and           June 15, 1971
                                                            Series W Bonds
                            June 15, 1971(c)...........  Series X Bonds and     November 15, 1971
                                                            Subject Properties
                            November 15, 1971(c).......  Series Y Bonds and     January 15, 1973
                                                            Subject Properties
                            January 15, 1973(c)........  Series Z Bonds and     May 1, 1974
                                                            Subject Properties
                            May 1, 1974................  Series AA Bonds and    October 1, 1974
                                                            Subject Properties
                            October 1, 1974............  Series BB Bonds and    January 15, 1975
                                                            Subject Properties
                            January 15, 1975...........  Series CC Bonds and    November 1, 1975
                                                            Subject Properties
                            November 1, 1975...........  Series DDP Nos. 1-9    December 15, 1975
                                                            Bonds and Subject
                                                            Properties
                            December 15, 1975..........  Series EE Bonds and    February 1, 1976




                                       45




                                                                                 RECORDED AND/OR
                                                                                FILED AS SET FORTH
                                                                                        IN
                                  SUPPLEMENTAL             PURPOSE OF              SUPPLEMENTAL
                                    INDENTURE             SUPPLEMENTAL              INDENTURE
                                   DATED AS OF              INDENTURE              DATED AS OF:
                            ---------------------------  --------------         ----------------
                                                                          
                                                            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 and    February 15, 1977
                                                            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      July 1, 1977
                                                            Bonds 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 and    March 15, 1979
                                                            Subject Properties
                            March 15, 1979.............  Series SS Bonds and    July 1, 1979
                                                            Subject Properties
                            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       September 15,
                                                            Bonds, Series KKP   1979
                                                            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    April 1, 1980
                                                            and Subject
                                                            Properties
                            April 1, 1980..............  1980 Series B Bonds    August 15, 1980
                            August 15, 1980............  Series QQP Nos. 10-19  August 1, 1981




                                       46




                                                                                 RECORDED AND/OR
                                                                                FILED AS SET FORTH
                                                                                        IN
                                  SUPPLEMENTAL             PURPOSE OF              SUPPLEMENTAL
                                    INDENTURE             SUPPLEMENTAL              INDENTURE
                                   DATED AS OF              INDENTURE              DATED AS OF:
                            ---------------------------  --------------         ----------------
                                                                          
                                                            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         November 1, 1981
                                                            Nos. 13-25 Bonds
                                                            and Subject
                                                            Properties
                            November 1, 1981...........  1981 Series AP         June 30, 1982
                                                            Nos. 1-12 Bonds
                            June 30, 1982..............  Article XIV            August 15, 1982
                                                            Reconfirmation
                            August 15, 1982............  1981 Series AP         June 1, 1983
                                                            Nos. 13-14 and
                                                            Subject Properties
                            June 1, 1983...............  1981 Series AP         October 1, 1984
                                                            Nos. 15-16 and
                                                            Subject Properties
                            October 1, 1984............  1984 Series AP and     May 1, 1985
                                                            1984 Series BP
                                                            Bonds and
                                                            Subject Properties
                            May 1, 1985................  1985 Series A Bonds    May 15, 1985
                            May 15, 1985...............  1985 Series B Bonds    October 15, 1985
                                                            and Subject
                                                            Properties
                            October 15, 1985...........  Series KKP No. 9       April 1, 1986
                                                            Bonds and
                                                            Subject Properties
                            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      August 15, 1987
                                                            1987 Series C
                            August 15, 1987............  1987 Series D and      November 30, 1987
                                                            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     May 15, 1991
                                                            1991 Series CP
                            May 15, 1991...............  1991 Series DP         September 1, 1991
                            September 1, 1991..........  1991 Series EP         November 1, 1991




                                       47




                                                                                 RECORDED AND/OR
                                                                                FILED AS SET FORTH
                                                                                        IN
                                  SUPPLEMENTAL             PURPOSE OF              SUPPLEMENTAL
                                    INDENTURE             SUPPLEMENTAL              INDENTURE
                                   DATED AS OF              INDENTURE              DATED AS OF:
                            ---------------------------  --------------         ----------------
                                                                          
                            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      March 15, 1993
                                                            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     September 15,
                                                            1993 Series IP      1993
                            April 26, 1993.............  1993 Series G and      September 15,
                                                            Amendment of        1993
                                                            Article II,
                                                            Section 5
                            May 31, 1993...............  1993 Series J          September 15,
                                                                                1993
                            September 15, 1993.........  1993 Series K          March 1, 1994
                            March 1, 1994..............  1994 Series AP         June 15, 1994
                            June 15, 1994..............  1994 Series BP         December 1, 1994
                            August 15, 1994............  1994 Series C          December 1, 1994
                            December 1, 1994...........  Series KKP No. 15 and  August 1, 1995
                                                            1994 Series DP
                            August 1, 1995.............  1995 Series AP and     August 1, 1999
                                                            1995 Series DP


                               -------------------------------

                               (a) See Supplemental Indenture dated as of July
                               1, 1970 for Interstate Commerce Commission filing
                               and recordation information.
                               (b) See Supplemental Indenture dated as of May 1,
                               1953 for Secretary of State of Michigan filing
                               information.
                               (c) See Supplemental Indenture dated as of May 1,
                               1974 for County of Genesee, Michigan recording
                               and filing information.

RECORDING OF CERTIFICATES OF          All the bonds of Series A which were
PROVISION FOR PAYMENT.         issued under the Original Indenture dated as of
                               October 1, 1924, and of Series B, C, D, E, F, G,
                               H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z, AA,
                               BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP Nos.
                               1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos.
                               1-9, LLP Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18,
                               QQP Nos. 1-17, TTP Nos. 1-15, UU, 1980 Series A,
                               1980 Series CP Nos. 1-25, 1980 Series DP Nos.
                               1-11, 1981 Series AP Nos. 1-16, 1984 Series AP,
                               1984 Series BP, 1985 Series A, 1985 Series B,
                               1987 Series A, PP, RR, EE, MMP, MMP No. 2, 1989
                               Series A, 1990 Series A,


                                       48


                               1993 Series D, 1993 Series G and 1993 Series H
                               which were issued under Supplemental Indentures
                               dated as of, respectively, June 1, 1925, August
                               1, 1927, February 1, 1931, October 1, 1932,
                               September 25, 1935, September 1, 1936, December
                               1, 1940, September 1, 1947, November 15, 1951,
                               January 15, 1953, May 1, 1953, March 15, 1954,
                               May 15, 1955, August 15, 1957, December 15, 1970,
                               November 15, 1971, January 15, 1973, May 1, 1974,
                               October 1, 1974, January 15, 1975, November 1,
                               1975, February 1, 1976, June 15, 1976, July 15,
                               1976, October 1, 1977, March 1, 1977, July 1,
                               1979, March 1, 1977, March 1, 1977, March 1,
                               1977, September 1, 1979, July 1, 1977, July 1,
                               1979, September 15, 1979, October 1, 1977, June
                               1, 1978, October 1, 1977, July 1, 1979, January
                               1, 1980, August 15, 1980, November 1, 1981,
                               October 1, 1984 May 1, 1985, May 15, 1985,
                               January 31, 1987, June 1, 1978, October 15, 1978,
                               December 15, 1975, February 15, 1977, September
                               1, 1979, June 15, 1989, February 15, 1990, March
                               15, 1993, April 26, 1992 and September 15, 1992
                               have matured or have been called for redemption
                               and funds sufficient for such payment or
                               redemption have been irrevocably deposited with
                               the Trustee for that purpose; and Certificates of
                               Provision for Payment have been recorded in the
                               offices of the respective Registers of Deeds of
                               certain counties in the State of Michigan, with
                               respect to all bonds of Series A, B, C, D, E, F,
                               G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2,
                               FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP
                               No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.

                                    PART IV.

                                  THE TRUSTEE.

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



                                       49


                               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 V.

                                 MISCELLANEOUS.

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

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

TESTIMONIUM.                          IN WITNESS WHEREOF, THE DETROIT EDISON
                               COMPANY AND 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




                                       50


                               SECRETARIES OR ASSISTANT SECRETARIES, ALL AS OF
                               THE DAY AND YEAR FIRST ABOVE WRITTEN.



                                       51


                                                  THE DETROIT EDISON COMPANY,


                               (Corporate Seal)   By /s/ N.A. Khouri
                                                       -------------------------
                                                  Name:  N.A. Khouri
                                                  Title: Vice President and
                                                         Treasurer
EXECUTION.                     Attest:

                               /s/ Jack L. Somers
                               ------------------------------
                               Name:  Jack L. Somers
                               Assistant Corporate Secretary

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

                               /s/ K. Hier
                               ---------------------------------
                               Name:  K. Hier

                               /s/ Wayne Ginste, Jr.
                               ---------------------------------
                               Name:  Wayne Ginste, Jr.



                                       52




                               STATE OF MICHIGAN
                                                              SS.:
                               COUNTY OF WAYNE

ACKNOWLEDGMENT OF EXECUTION    On this 2nd day of October, 2001, before me, the
BY COMPANY.                    subscriber, a Notary Public within and for the
                               County of Wayne, in the State of Michigan,
                               personally appeared N.A. Khouri, to me personally
                               known, who, being by me duly sworn, did say that
                               he does business at 2000 2nd Avenue, Detroit,
                               Michigan 48226 and is the Vice President and
                               Treasurer of THE DETROIT EDISON COMPANY, one of
                               the corporations described in and which executed
                               the foregoing instrument; that he knows the
                               corporate seal of the said corporation and that
                               the seal affixed to said instrument is the
                               corporate seal of said corporation; and that said
                               instrument was signed and sealed in behalf of
                               said corporation by authority of its Board of
                               Directors and that he subscribed his name thereto
                               by like authority; and said N.A. Khouri
                               acknowledged said instrument to be the free act
                               and deed of said corporation.

                               (Notarial Seal)       /s/ Christina R. Jacobson
                                                     -------------------------
                                                   Christina R. Jacobson, Notary
                                                          Wayne County, MI
                                                    My Commission Expires 3/5/05


                                       53




                                                   FIRST CHICAGO TRUST
                                                   COMPANY OF NEW YORK,


                               (Corporate Seal)    By /s/ Steven M. Wagner
                                                     ---------------------------
                                                   Name:  Steven M. Wagner
                                                   Title:    Vice President

                               Attest:

                               /s/ Marla S. Roth
                               ------------------------------
                               Name: Marla S. Roth
                               Title: Vice President

                               Signed, sealed and delivered by
                               FIRST CHICAGO TRUST COMPANY
                               OF NEW YORK,
                               in the presence of

                               /s/ Janice Ott Rotunno
                               ---------------------------------
                               Name: Janice Ott Rotunno

                               /s/ Charlene Nimrodi
                               ---------------------------------
                               Name: Charlene Nimrodi



                                       54






                               STATE OF ILLINOIS
                                                                SS.:

ACKNOWLEDGMENT OF EXECUTION    On this 2nd day of October, 2001, before me, the
BY TRUSTEE.                    subscriber, a Notary Public within and for the
                               County of Cook, in the State of Illinois,
                               personally appeared Steven M. Wagner, to me
                               personally known, who, being by me duly sworn,
                               did say that his business office is located at 1
                               Bank One Plaza, Chicago, Illinois 60670, 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 Steven M. Wagner acknowledged said
                               instrument to be the free act and deed of said
                               corporation.

                               (Notarial Seal)  /s/ Caesar Frank Castro
                                                -----------------------
                                                Notary Public, State of Illinois
                                                Qualified in Cook County
                                                Commission Expires 06/06/2005




                                       55



                               STATE OF MICHIGAN
                                                                SS.:
                               COUNTY OF WAYNE.

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

                                                      /s/ N.A. Khouri
                                                      --------------------
                                                      N.A. Khouri

                               Sworn to before me this 2nd day of October, 2001

                               /s/ Christina R. Jacobson
                               ---------------------------
                               Christina R. Jacobson, Notary
                               Wayne County, MI
                               My Commission Expires 3/5/05
                               (Notarial Seal)






                                       56

EX-4.229

- --------------------------------------------------------------------------------





                           THE DETROIT EDISON COMPANY
                                       AND
                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
                                     TRUSTEE

                                   ----------


                          NINTH SUPPLEMENTAL INDENTURE

                          DATED AS OF OCTOBER 10, 2001


                                   ----------

                  SUPPLEMENTING THE COLLATERAL TRUST INDENTURE
                            DATED AS OF JUNE 30,1993
                                  PROVIDING FOR
                          5.050% SENIOR NOTES DUE 2005
                          6.125% SENIOR NOTES DUE 2010






- --------------------------------------------------------------------------------




         SUPPLEMENTAL INDENTURE, dated as of the 10th day of October, 2001,
between THE DETROIT EDISON COMPANY, a corporation organized and existing under
the laws of the State of Michigan (the "Company"), and BANK ONE TRUST COMPANY,
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
additional series of its senior debt securities pursuant to the Original
Indenture; and

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

         WHEREAS, the Company, in the exercise of the power and authority
conferred upon and reserved to it under the provisions of the Original
Indenture, including Section 1001 thereof, and pursuant to appropriate
resolutions of the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this Ninth 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, series of its debt securities under the Original Indenture, which
shall be known as the 5.050% Senior Notes due 2005 and the 6.125% Senior Notes
due 2010, respectively; 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 NINTH SUPPLEMENTAL INDENTURE WITNESSETH that, in
order to establish the terms of series of debt securities, and for and in
consideration of the premises and of the covenants contained in the Original
Indenture and in this Ninth Supplemental Indenture and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed as follows:




                                  ARTICLE ONE

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

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

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

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

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

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

         "Operating Property" means (i) any interest in real property owned by
the Company and (ii) any asset owned by the Company that is depreciable in
accordance with generally accepted accounting principles, excluding, in either
case, any interest of the Company as lessee under any lease (except for a lease
that results from a Sale and Lease-Back Transaction) which has been or would be
capitalized on the books of the lessee in accordance with generally accepted
accounting principles.

                                       2


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

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

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

         "Substitute Mortgage" means a mortgage indenture of the Company, other
than the Mortgage, designated by the Company to the Trustee as a Substitute
Mortgage pursuant to Section 4.03 hereof.

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

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

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

                                       3


                                  ARTICLE TWO

                        TITLE AND TERMS OF THE SECURITIES

         SECTION 2.01. Title of the Securities; Stated Maturity. This
Supplemental Indenture hereby establishes two separate series of Securities,
which shall be known as the Company's "5.050% Senior Notes due 2005" (the
"5.050% Notes"), and the "6.125% Senior Notes due 2010" (the "6.125% Notes" and
together with the 5.050% Notes, the "Notes"). For purposes of the Original
Indenture, each series of the Notes shall separately constitute a single series
of Securities. The Stated Maturity on which the principal of the 5.050% Notes
shall be due and payable will be October 1, 2005. The Stated Maturity on which
the principal of the 6.125% Notes shall be due and payable will be October 1,
2010.

         SECTION 2.02. Certain Variations from the Original Indenture. (a) The
Notes shall have the benefit of the provisions of Article Four of the Original
Indenture and shall have the benefit of, or be subject to, the other related
provisions of the Original Indenture relating to the grant of security,
including (for avoidance of doubt and not for purposes of limitation) the
Granting Clause, the definitions of "Deliverable Mortgage Bonds," "Deliverable
Securities," "Designated Mortgage Bonds," "Grant," "Mortgage," "Mortgage Bonds,"
"Mortgage Trustee," "Previously Delivered Mortgage Bonds," and "Trust Estate,"
Section 301 (20), Sections 301 (a) (v), (ix), (x) and (xi), Sections 301 (b)
(ii) and (iii), Section 301 (d), and Sections 601(4) and (8), subject, in each
case, to the release provisions provided for in Section 4.02 herein. In
addition, on and after the Release Date, unless Substitute Mortgage Bonds are
issued to secure the Notes, the Notes shall have the benefit of the additional
covenants set forth in Article Three hereof.

         (b) Section 503 of the Original Indenture shall apply to the Notes. The
following shall be an additional condition to defeasance of the Notes under
Section 503: the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (i) the Company has received from the Internal Revenue
Service a letter ruling, or there has been published by the Internal Revenue
Service a Revenue Ruling, or (ii) since the date of execution of this
Supplemental Indenture, there has been a change in the applicable Federal income
tax law, in either case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such Outstanding Notes appertaining thereto will
not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred, and, also, to the effect that, after the 123rd
day after the date of deposit, all money and other property as provided pursuant
to Section 503 of the Original Indenture (including the proceeds thereof)
deposited or caused to be deposited with the Trustee (or other qualifying
trustee) pursuant to Section 503 of the Original Indenture to be held in trust
will not be subject to any case or proceeding (whether voluntary or involuntary)
in respect of the Company under any Federal or State bankruptcy, insolvency,
reorganization or other similar law, or any decree or order for relief in
respect of the Company issued in connection therewith.

         SECTION 2.03. Amount and Denominations; DTC.

         (a) The aggregate principal amount of Notes that may be issued under
this Supplemental Indenture is limited initially to $200,000,000 (in the case of
the 5.050% Notes),

                                       4



and $500,000,000 (in the case of the 6.125% Notes) (except, in each case, as
provided in Section 301(2) of the Original Indenture); provided that the Company
may, without the consent of the Holders of the Outstanding Notes of any series,
"reopen" each series of Notes so as to increase the aggregate principal amount
of such Notes Outstanding in compliance with the procedures set forth in the
Original Indenture, including Section 301 and Section 303 thereof, so long as
any such additional Notes have the same tenor and terms (including, without
limitation, rights to security and to receive accrued and unpaid interest) as
the Notes of such series then Outstanding. No additional Notes of a series may
be issued if an Event of Default has occurred with respect to the applicable
series. The Notes shall be issuable only in fully registered form and, as
permitted by Section 301 and Section 302 of the Original Indenture, in
denominations of $1,000 and integral multiples thereof. The Notes will initially
be issued in global form (the "Global Notes") under a book-entry system,
registered in the name of The Depository Trust Company, as depository ("DTC"),
or its nominee, which is hereby designated as "Depository" under the Indenture.

         (b) Further to Section 305 of the Original Indenture, any Global Note
shall be exchangeable for Notes registered in the name of, and a transfer of a
Global Note of any series may be registered to, any Person other than the
Depository for such Note or its nominee only if (i) such Depository notifies the
Company that it is unwilling or unable to continue as Depository for such Global
Note or if at any time such Depository ceases to be a clearing agency registered
under the Exchange Act, and, in either such case, the Company does not appoint a
successor Depository within 90 days thereafter, (ii) the Company executes and
delivers to the Trustee a Company Order that such Global Note shall be so
exchangeable and the transfer thereof so registrable or (iii) there shall have
occurred and be continuing an Event of Default or an event which, with the
giving of notice or lapse of time, or both, would constitute an Event of Default
with respect to the Notes of such series. Upon the occurrence in respect of any
Global Note of any series of any or more of the conditions specified in clause
(i), (ii) or (iii) of the preceding sentence, such Global Note may be exchanged
for Notes registered in the name of, and the transfer of such Global Note may be
registered to, such Persons (including Persons other than the Depository with
respect to such series and its nominees) as such Depository, in the case of an
exchange, and the Company, in the case of a transfer, shall direct.

         SECTION 2.04. Certain Common Terms of the Notes.

         (a) The Notes of each series shall bear interest at the rate of 5.050%
per annum (in the case of the 5.050% Notes), and 6.125% per annum (in the case
of the 6.125% Notes) on the respective principal amount thereof from October 10,
2001, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, until the principal of such series of Notes becomes
due and payable, and on any overdue principal and premium and (to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the same rate per annum during such overdue
period. Interest on the Notes will be payable semiannually in arrears on April 1
and October 1 of each year (each such date, an "Interest Payment Date"),
commencing April 1, 2002. The amount of interest payable for any period shall be
computed on the basis of twelve 30-day months and a 360-day year.

         (b) In the event that any Interest Payment Date, redemption date or
other date of Maturity of the Notes is not a Business Day, then payment of the
amount payable on such date



                                       5


will be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), in each case with the
same force and effect as if made on such date. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
with respect to any Note will, as provided in the Original Indenture, be paid to
the person in whose name the Note (or one or more Predecessor Securities, as
defined in said Indenture) is registered at the close of business on the
relevant record date for such interest installment, which shall be the fifteenth
calendar day (whether or not a Business Day) prior to the relevant Interest
Payment Date (the "Regular Record Date"). Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such Regular Record Date, and may either be paid to the
person in whose name the Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date to be fixed by the
Trustee for the payment of such defaulted interest, notice whereof shall be
given to the registered Holders of the applicable series of Notes not less than
ten days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Original Indenture.
The principal of, and premium, if any, and the interest on the Notes shall be
payable at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, in any coin or currency of the
United States of America 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 Regular Record Date at such address as
shall appear in the Security Register. Notwithstanding the foregoing, so long as
the Notes are Global Notes and are held in book-entry form through the
facilities of the Depository, payments on the Notes will be made to the
Depository or its nominee in accordance with arrangements then in effect between
the Trustee and the Depository.

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

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

         SECTION 2.05. Form of Notes. Attached hereto as Exhibit A is the form
of the definitive 5.050% Notes. Attached hereto as Exhibit B is the form of the
definitive 6.125% Notes. If the Company elects to have the Notes secured by
Substitute Mortgage Bonds on and after the Release Date, the terms of the Notes
shall be amended to make appropriate reference to the Substitute Mortgage and
the Substitute Mortgage Bonds; provided, that the consent of Holders shall not
be required in connection with such amendment.



                                       6


                                 ARTICLE THREE

                              ADDITIONAL COVENANTS

         SECTION 3.01. Limitations on Liens. (a) From and after the Release
Date, unless Substitute Mortgage Bonds are issued to secure the Notes, so long
as any Notes are outstanding, the Company may not issue, assume, guarantee
(including any contingent obligation to purchase) or permit to exist any Debt
that is secured by any mortgage, security interest, pledge or lien ("Lien") of
or upon any Operating Property owned by the Company, whether owned at the
Release Date or subsequently acquired, without effectively securing the Notes
(together with, if the Company shall so determine, any other indebtedness of the
Company ranking equally with the Notes) equally and ratably with the Debt (but
only so long as the Debt is so secured).

         The foregoing restriction will not apply to:

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

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

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

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

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



                                       7


                  any such extension, renewal or replacement, so secured at the
                  time of such extension, renewal or replacement.

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

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

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



                                       8


                                  ARTICLE FOUR

                         SECURITY AND RELEASE PROVISIONS

         SECTION 4.01. Security. Subject to Section 4.02 below, as provided in
and pursuant to Article Four of the Original Indenture, each series of the Notes
will be secured as to payments of principal, interest and premium, if any, by a
series of Mortgage Bonds (the "General and Refunding Mortgage Bonds, 2001 Series
D", in the case of the 5.050% Notes, and the "General and Refunding Mortgage
Bonds, 2001 Series E", in the case of the 6.125% Notes, or, singly or
collectively, the "Bonds," the "Bonds of the related series" or the "related
series of Bonds") of the Company to be issued concurrently with the issuance of
the Notes under and secured by a Mortgage and Deed of Trust, dated as of October
1, 1924, between the Company and First Chicago Trust Company of New York, as
successor trustee (the "Mortgage Trustee"), as amended and supplemented by
various supplemental indentures, including the supplemental indenture, dated as
of September 15, 2001 creating the Bonds (collectively, the "Mortgage"), pledged
by the Company for the benefit of the Holders of the respective series of Notes
to the Trustee under this Supplemental Indenture. The Bonds shall be issued in
an aggregate principal amount equal to the aggregate principal amount of the
Notes.

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

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

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



                                       9


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

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

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

         SECTION 4.03. Substitute Mortgage Bonds.

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

         (b) The Substitute Mortgage Bonds to be delivered pursuant to the
notice described in Section 4.03(a) shall be delivered in separate series and
issues corresponding to the series and



                                       10

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

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

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

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

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

         SECTION 4.04. Events of Default.

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

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



                                       11


                                  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 Ninth Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.

         Except as expressly amended hereby and by the supplemental indenture
appointing the Trustee as successor trustee, the Original Indenture shall
continue in full force and effect in accordance with the provisions thereof and
the Original Indenture is in all respects hereby ratified and confirmed. This
Ninth 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 Ninth Supplemental Indenture and the Notes shall be governed by,
and construed in accordance with, the laws of the State of New York.

         This Ninth 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.



                                       12



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

                                               THE DETROIT EDISON COMPANY


                                               By: /s/ N.A. Khouri
                                                   -----------------------------
                                                   Name:  N.A. Khouri
                                                   Title: Vice President and
                                                          Treasurer

ATTEST:

By: /s/ Jack. L. Somers
    -------------------------------------
     Name:  Jack L. Somers
     Title: Assistant Corporate Secretary

                                               BANK ONE TRUST COMPANY,
                                               NATIONAL ASSOCIATION, as Trustee


                                               By: /s/ Janice Ott Rotunno
                                                   -----------------------------
                                                   Name:  Janice Ott Rotunno
                                                   Title: Vice President and
                                                          Assistant Secretary

ATTEST:

By: /s/ Benita A. Pointer
    -------------------------------------
      Name:  Benita A. Pointer
      Title: Account Executive



                                       13




                                                                       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

                          5.050% SENIOR NOTES DUE 2005



Principal Amount: $
                   -------------------

Authorized Denomination: $1,000

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

Original Issue Date: October 10, 2001

Stated Maturity: October 1, 2005

Interest Payment Dates: April 1 and October 1 of each year, commencing April 1,
2002

Interest Rate: 5.050% per annum

         THE DETROIT EDISON COMPANY, a corporation duly organized and existing
under the laws of the State of Michigan (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co. or registered assigns, at the
office or agency of the Company in The City of New York, New York, the principal
sum of ____________________ ($________) on October 1, 2005, (the "Stated
Maturity"), in the coin or currency of the United States, and to pay interest




                                       A-1


thereon from the Original Issue Date shown above, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on each Interest Payment Date as specified above,
commencing on April 1, 2002, and on the Stated Maturity at the rate per annum
shown above (the "Interest Rate") until the principal hereof is paid or made
available for payment and on any overdue principal and premium and on any
overdue installment of interest. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered on the Regular Record Date as specified
above next preceding such Interest Payment Date. Except as otherwise provided in
the Indenture, any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Note is registered at the
close of business on a Special Record Date for the payment of such defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Notes of this
series shall be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Indenture.

         Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal and premium, if any,
and, to the extent lawful, on overdue installments of interest at the rate per
annum borne by this Note. In the event that any Interest Payment Date,
Redemption Date or Maturity Date is not a Business Day, then the required
payment of principal, premium, if any, and interest will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay). "Business Day" means any day other than a day on
which banking institutions in the State of New York or the State of Michigan are
authorized or obligated pursuant to law or executive order to close.

         Payment of principal of, premium, if any, and interest on the Notes
shall be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of principal of, premium, if any, and interest on Notes represented by
a Global Note shall be made by wire transfer of immediately available funds to
the Holder of such Global Note , provided that, in the case of payments of
principal and premium, if any, such Global Note is first surrendered to the
Paying Agent (as defined in the Indenture). If any of the Notes of this series
are no longer represented by a Global Note, (i) payments of principal, premium,
if any, and interest due at the Stated Maturity or earlier redemption of such
Securities shall be made at the office of the Paying Agent upon surrender of
such Securities to the Paying Agent, and (ii) payments of interest shall be
made, at the option of the Company, subject to such surrender where applicable,
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.

         UNTIL THE RELEASE DATE (AS DEFINED BELOW), THIS NOTE SHALL BE SECURED
BY GENERAL AND REFUNDING MORTGAGE BONDS (THE "MORTGAGE BONDS") ISSUED AND
DELIVERED BY THE COMPANY TO THE TRUSTEE (AS DEFINED BELOW) UNDER THE COMPANY'S
SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 15, 2001, SUPPLEMENTING THE
MORTGAGE AND DEED OF



                                       A-2


TRUST DATED AS OF OCTOBER 1, 1924 BETWEEN THE COMPANY AND FIRST CHICAGO TRUST
COMPANY OF NEW YORK (THE "MORTGAGE TRUSTEE"), PLEDGED BY THE COMPANY FOR THE
BENEFIT OF THE HOLDERS OF THE NOTES TO THE TRUSTEE UNDER THE INDENTURE (THE
"MORTGAGE"). ON THE RELEASE DATE, THE NOTES SHALL CEASE TO BE SECURED BY SUCH
MORTGAGE BONDS AND, AT THE COMPANY'S OPTION, SHALL EITHER (1) BECOME UNSECURED
GENERAL OBLIGATIONS OF THE COMPANY OR (2) BE SECURED BY SUBSTITUTE MORTGAGE
BONDS UNDER A SUBSTITUTE MORTGAGE.

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

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

         This Note is one of a duly authorized series of Securities of the
Company (herein sometimes referred to as the "Notes"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to a Collateral Trust Indenture dated as of June 30, 1993 (the "Original
Indenture") duly executed and delivered between the Company and Bank One Trust
Company, National Association, as Trustee (herein referred to as the "Trustee"),
as supplemented through and including a Ninth Supplemental Indenture dated as of
October 10, 2001 (together with the Original Indenture, the "Indenture") between
the Company and the Trustee, to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the registered Holders of the Notes and of the terms
upon which the Notes are, and are to be, authenticated and delivered.

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

         This Note will be redeemable at the option of the Company, in whole at
any time or in part from time to time, (any such date of optional redemption, an
"Optional Redemption Date," which shall be a "Redemption Date" for purposes of
the Indenture), at an optional redemption price (which shall be a "Redemption
Price" for purposes of the Indenture) equal to the greater of (i) 100% of the
principal amount of this Note to be redeemed and (ii) the sum of the present
values of the principal amount of this Note to be redeemed and the remaining
scheduled payments of interest on the principal amount of this Note to be
redeemed (exclusive of interest accrued to the related Optional Redemption Date)
until Stated Maturity, in each case discounted from their respective scheduled
payment dates to such Optional Redemption Date on a semiannual basis (assuming a
360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as
defined below) plus 20 basis points, as determined by the Reference Treasury
Dealer, plus accrued interest thereon to the date of redemption.



                                       A-3


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

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

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

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

         "Reference Treasury Dealer" means each of: (i) Banc One Capital
Markets, Inc., Barclays Capital Inc. and Salomon Smith Barney Inc. (or their
respective affiliates which are Primary Treasury Dealers), and their respective
successors; provided, however, that if any of the foregoing cease to be a
primary U.S. Government securities dealer in The City of New York (a "Primary
Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by the
Trustee after consultation with the Company.

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

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

         Unless the Company defaults in payment of the applicable Redemption
Price, on and after the applicable Redemption Date interest will cease to accrue
on the principal amount of this Note called for redemption.

         If money sufficient to pay the applicable Redemption Price with respect
to the principal amount of and accrued interest on the principal amount of this
Note to be redeemed on the applicable Redemption Date is deposited with the
Trustee or Paying Agent on or before the



                                       A-4


related Redemption Date and certain other conditions are satisfied, then on or
after such date, interest will cease to accrue on the principal amount of this
Note called for redemption.

         If the Notes are only partially redeemed by the Company, the Trustee
shall select which Notes are to be redeemed in a manner it deems fair and
appropriate in accordance with the terms of the Indenture.

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

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

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

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

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay




                                       A-5


the principal of and interest on this Note at the time and place and at the rate
and in the coin or currency herein prescribed.

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

         FROM AND AFTER SUCH TIME AS ALL BONDS, OTHER THAN (1) PLEDGED BONDS,
INCLUDING THE RELATED SERIES OF BONDS, AND (2) MORTGAGE BONDS (EXCLUSIVE OF
PLEDGED BONDS), WHICH DO NOT IN AGGREGATE PRINCIPAL AMOUNT EXCEED THE GREATER OF
FIVE PERCENT (5%) OF NET TANGIBLE ASSETS OR FIVE PERCENT (5%) OF CAPITALIZATION,
HAVE BEEN RETIRED THROUGH PAYMENT, REDEMPTION OR OTHERWISE (INCLUDING THOSE
MORTGAGE BONDS THE PAYMENT FOR WHICH HAS BEEN PROVIDED FOR IN ACCORDANCE WITH
THE MORTGAGE) AT, BEFORE OR AFTER THE MATURITY THEREOF, PROVIDED THAT NO DEFAULT
OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING (THE "RELEASE DATE"), THE
RELATED SERIES OF BONDS SHALL CEASE TO SECURE THE NOTES IN ANY MANNER.

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

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

         The Notes of this series are issuable only in fully registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
This Global Note is exchangeable for



                                       A-6


Notes in definitive form only under certain limited circumstances set forth in
the Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, Notes of this series are exchangeable for a like aggregate
principal amount of Notes of this series of a different authorized denomination,
as requested by the registered Holder surrendering the same.

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

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


                                      A-7





         IN WITNESS WHEREOF, the Company has caused this Instrument to be
executed.

                                             THE DETROIT EDISON COMPANY


                                             By
                                               -------------------------------
                                                N.A. Khouri
                                                Vice President and Treasurer


Attest:


By
  ---------------------------------------
    Jack L. Somers
    Assistant Corporate Secretary

[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: October     , 2001
                                                           ----


                                      A-8



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



                                                                       EXHIBIT B

         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

                          6.125% SENIOR NOTES DUE 2010



Principal Amount: $
                   -----------------

Authorized Denomination: $1,000

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

Original Issue Date: October 10, 2001

Stated Maturity: October 1, 2010

Interest Payment Dates: April 1 and October 1 of each year, commencing April 1,
2002

Interest Rate: 6.125% per annum

         THE DETROIT EDISON COMPANY, a corporation duly organized and existing
under the laws of the State of Michigan (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co. or registered assigns, at the
office or agency of the Company in The City of New York, New York, the principal
sum of ____________ ($________ ) on October 1, 2010, (the "Stated Maturity"), in
the coin or currency of the United States, and to pay interest thereon




                                      B-1


from the Original Issue Date shown above, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
in arrears on each Interest Payment Date as specified above, commencing on April
1, 2002, and on the Stated Maturity at the rate per annum shown above (the
"Interest Rate") until the principal hereof is paid or made available for
payment and on any overdue principal and premium and on any overdue installment
of interest. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered on the Regular Record Date as specified above next preceding such
Interest Payment Date. Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note is registered at the close of business on a
Special Record Date for the payment of such defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Notes of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange, if any, on which the Notes of this series shall be listed,
and upon such notice as may be required by any such exchange, all as more fully
provided in the Indenture.

         Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal and premium, if any,
and, to the extent lawful, on overdue installments of interest at the rate per
annum borne by this Note. In the event that any Interest Payment Date,
Redemption Date or Maturity Date is not a Business Day, then the required
payment of principal, premium, if any, and interest will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay). "Business Day" means any day other than a day on
which banking institutions in the State of New York or the State of Michigan are
authorized or obligated pursuant to law or executive order to close.

         Payment of principal of, premium, if any, and interest on the Notes
shall be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of principal of, premium, if any, and interest on Notes represented by
a Global Note shall be made by wire transfer of immediately available funds to
the Holder of such Global Note , provided that, in the case of payments of
principal and premium, if any, such Global Note is first surrendered to the
Paying Agent (as defined in the Indenture). If any of the Notes of this series
are no longer represented by a Global Note, (i) payments of principal, premium,
if any, and interest due at the Stated Maturity or earlier redemption of such
Securities shall be made at the office of the Paying Agent upon surrender of
such Securities to the Paying Agent, and (ii) payments of interest shall be
made, at the option of the Company, subject to such surrender where applicable,
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.

         UNTIL THE RELEASE DATE (AS DEFINED BELOW), THIS NOTE SHALL BE SECURED
BY GENERAL AND REFUNDING MORTGAGE BONDS (THE "MORTGAGE BONDS") ISSUED AND
DELIVERED BY THE COMPANY TO THE TRUSTEE (AS DEFINED BELOW) UNDER THE COMPANY'S
SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 15, 2001, SUPPLEMENTING THE
MORTGAGE AND DEED OF



                                      B-2


TRUST DATED AS OF OCTOBER 1, 1924 BETWEEN THE COMPANY AND FIRST CHIGAGO TRUST
COMPANY OF NEW YORK (THE "MORTGAGE TRUSTEE"), PLEDGED BY THE COMPANY FOR THE
BENEFIT OF THE HOLDERS OF THE NOTES TO THE TRUSTEE UNDER THE INDENTURE (THE
"MORTGAGE"). ON THE RELEASE DATE, THE NOTES SHALL CEASE TO BE SECURED BY SUCH
MORTGAGE BONDS AND, AT THE COMPANY'S OPTION, SHALL EITHER (1) BECOME UNSECURED
GENERAL OBLIGATIONS OF THE COMPANY OR (2) BE SECURED BY SUBSTITUTE MORTGAGE
BONDS UNDER A SUBSTITUTE MORTGAGE.

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

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

         This Note is one of a duly authorized series of Securities of the
Company (herein sometimes referred to as the "Notes"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to a Collateral Trust Indenture dated as of June 30, 1993 (the "Original
Indenture") duly executed and delivered between the Company and Bank One Trust
Company, National Association, as Trustee (herein referred to as the "Trustee"),
as supplemented through and including a Ninth Supplemental Indenture dated as of
October 10, 2001 (together with the Original Indenture, the "Indenture") between
the Company and the Trustee, to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the registered Holders of the Notes and of the terms
upon which the Notes are, and are to be, authenticated and delivered.

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

         This Note will be redeemable at the option of the Company, in whole at
any time or in part from time to time, (any such date of optional redemption, an
"Optional Redemption Date," which shall be a "Redemption Date" for purposes of
the Indenture), at an optional redemption price (which shall be a "Redemption
Price" for purposes of the Indenture) equal to the greater of (i) 100% of the
principal amount of this Note to be redeemed and (ii) the sum of the present
values of the principal amount of this Note to be redeemed and the remaining
scheduled payments of interest on the principal amount of this Note to be
redeemed (exclusive of interest accrued to the related Optional Redemption Date)
until Stated Maturity, in each case discounted from their respective scheduled
payment dates to such Optional Redemption Date on a semiannual basis (assuming a
360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as
defined below) plus 25 basis points, as determined by the Reference Treasury
Dealer, plus accrued interest thereon to the date of redemption.


                                      B-3


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

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

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

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

         "Reference Treasury Dealer" means each of: (i) Banc One Capital
Markets, Inc., Barclays Capital Inc. and Salomon Smith Barney Inc. (or their
respective affiliates which are Primary Treasury Dealers), and their respective
successors; provided, however, that if any of the foregoing cease to be a
primary U.S. Government securities dealer in The City of New York (a "Primary
Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by the
Trustee after consultation with the Company.

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

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

         Unless the Company defaults in payment of the applicable Redemption
Price, on and after the applicable Redemption Date interest will cease to accrue
on the principal amount of this Note called for redemption.

         If money sufficient to pay the applicable Redemption Price with respect
to the principal amount of and accrued interest on the principal amount of this
Note to be redeemed on the applicable Redemption Date is deposited with the
Trustee or Paying Agent on or before the

                                      B-4


related Redemption Date and certain other conditions are satisfied, then on or
after such date, interest will cease to accrue on the principal amount of this
Note called for redemption.

         If the Notes are only partially redeemed by the Company, the Trustee
shall select which Notes are to be redeemed in a manner it deems fair and
appropriate in accordance with the terms of the Indenture.

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

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

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

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

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay

                                      B-5


the principal of and interest on this Note at the time and place and at the rate
and in the coin or currency herein prescribed.

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

         FROM AND AFTER SUCH TIME AS ALL BONDS, OTHER THAN (1) PLEDGED BONDS,
INCLUDING THE RELATED SERIES OF BONDS, AND (2) MORTGAGE BONDS (EXCLUSIVE OF
PLEDGED BONDS), WHICH DO NOT IN AGGREGATE PRINCIPAL AMOUNT EXCEED THE GREATER OF
FIVE PERCENT (5%) OF NET TANGIBLE ASSETS OR FIVE PERCENT (5%) OF CAPITALIZATION,
HAVE BEEN RETIRED THROUGH PAYMENT, REDEMPTION OR OTHERWISE (INCLUDING THOSE
MORTGAGE BONDS THE PAYMENT FOR WHICH HAS BEEN PROVIDED FOR IN ACCORDANCE WITH
THE MORTGAGE) AT, BEFORE OR AFTER THE MATURITY THEREOF, PROVIDED THAT NO DEFAULT
OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING (THE "RELEASE DATE"), THE
RELATED SERIES OF BONDS SHALL CEASE TO SECURE THE NOTES IN ANY MANNER.

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

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

         The Notes of this series are issuable only in fully registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
This Global Note is exchangeable for

                                      B-6


Notes in definitive form only under certain limited circumstances set forth in
the Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, Notes of this series are exchangeable for a like aggregate
principal amount of Notes of this series of a different authorized denomination,
as requested by the registered Holder surrendering the same.

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

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


                                      B-7





         IN WITNESS WHEREOF, the Company has caused this Instrument to be
executed.

                                           THE DETROIT EDISON COMPANY


                                           By
                                             --------------------------------
                                              N.A. Khouri
                                              Vice President and Treasurer


Attest:


By
   ----------------------------------
    Jack L. Somers
    Assistant Corporate Secretary

[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: October     , 2001
                                                         ----


                                      B-8



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.


                                      B-9

EX-15.19

                                                                   EXHIBIT 15-19

The Detroit Edison Company
Detroit, Michigan

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
September 30, 2001 and 2000, as indicated in our report dated November 13, 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 is included in your
Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, is
incorporated by reference in Registration Statement No.333-63366 on Form S-3.

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.


Deloitte & Touche LLP

November 13, 2001

EX-99.1

                                                                    Exhibit 99.1

                                                                  EXECUTION COPY

                                CREDIT AGREEMENT

                          Dated as of November 7, 2001

                                     Among

                          THE DETROIT EDISON COMPANY,

                                  as Borrower

                                      and

                       THE INITIAL LENDERS NAMED HEREIN,

                               as Initial Lenders

                                      and

                               BARCLAYS BANK PLC,

                            as Administrative Agent

                                      and


SALOMON SMITH BARNEY INC.,                       BANC ONE CAPITAL MARKETS, INC.,

 as Co-Syndication Agent                             as Co-Syndication Agent

                                       and

 THE BANK OF NOVA SCOTIA                              MIZUHO FINANCIAL GROUP

as Co-Documentation Agent                           as Co-Documentation Agent



    BARCLAYS CAPITAL                              BANC ONE CAPITAL MARKETS, INC.


                   as Co-Lead Arrangers and Joint Book Runners


                                TABLE OF CONTENTS



                                                                                                   PAGE
                                                                                                
ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS ...................................................      1
        SECTION 1.01.     Certain Defined Terms ...............................................      1
        SECTION 1.02.     Computation of Time Periods .........................................     12
        SECTION 1.03.     Accounting Terms ....................................................     12

ARTICLE II: AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES ................................     12
        SECTION 2.01.     The Revolving Credit Advances .......................................     13
        SECTION 2.02.     Making the Revolving Credit Advances ................................     13
        SECTION 2.03.     Fees ................................................................     14
        SECTION 2.04.     Termination or Reduction of the Commitments .........................     15
        SECTION 2.05.     Repayment of Revolving Credit Advances ..............................     15
        SECTION 2.06.     Interest on Revolving Credit Advances ...............................     15
        SECTION 2.07.     Interest Rate Determination .........................................     16
        SECTION 2.08.     Optional Conversion of Revolving Credit Advances ....................     17
        SECTION 2.09.     Prepayments of Revolving Credit Advances ............................     17
        SECTION 2.10.     Increased Costs .....................................................     18
        SECTION 2.11.     Illegality ..........................................................     19
        SECTION 2.12.     Payments and Computations ...........................................     19
        SECTION 2.13.     Taxes ...............................................................     20
        SECTION 2.14.     Sharing of Payments, Etc ............................................     22
        SECTION 2.15.     Use of Proceeds .....................................................     22
        SECTION 2.16.     Extensions of Revolver Termination Date .............................     22
        SECTION 2.17.     Noteless Agreement; Evidence of Indebtedness. .......................     23

ARTICLE III: CONDITIONS TO EFFECTIVENESS AND LENDING ..........................................     24
        SECTION 3.01.     Conditions Precedent to Effectiveness of Section 2.01 ...............     24
        SECTION 3.02.     Conditions Precedent to Each Borrowing ..............................     26
        SECTION 3.03.     Determinations Under Section 3.01 ...................................     26

ARTICLE IV: REPRESENTATIONS AND WARRANTIES ....................................................     26
        SECTION 4.01.     Representations and Warranties of the Borrower ......................     26


                                       i

                                                                                                 
ARTICLE V: COVENANTS OF THE BORROWER ..........................................................     29
        SECTION 5.01.     Affirmative Covenants ...............................................     29
        SECTION 5.02.     Negative Covenants ..................................................     31

ARTICLE VI: EVENTS OF DEFAULT .................................................................     32
        SECTION 6.01.     Events of Default ...................................................     32

ARTICLE VII: THE AGENT ........................................................................     35
        SECTION 7.01.     Authorization and Action ............................................     35
        SECTION 7.02.     Agent's Reliance, Etc ...............................................     35
        SECTION 7.03.     Barclays and Affiliates .............................................     36
        SECTION 7.04.     Lender Credit Decision ..............................................     36
        SECTION 7.05.     Indemnification .....................................................     36
        SECTION 7.06.     Successor Agent .....................................................     36

ARTICLE VIII: MISCELLANEOUS ...................................................................     37
        SECTION 8.01.     Amendments, Etc .....................................................     37
        SECTION 8.02.     Notices, Etc ........................................................     37
        SECTION 8.03.     No Waiver; Remedies .................................................     38
        SECTION 8.04.     Costs and Expenses ..................................................     38
        SECTION 8.05.     Right of Set-off ....................................................     39
        SECTION 8.06.     Binding Effect ......................................................     39
        SECTION 8.07.     Assignments, Designations and Participations ........................     40
        SECTION 8.08.     Confidentiality .....................................................     44
        SECTION 8.09.     Governing Law .......................................................     44
        SECTION 8.10.     Execution in Counterparts ...........................................     44
        SECTION 8.11.     Jurisdiction, Etc ...................................................     44
        SECTION 8.12.     Waiver of Jury Trial ................................................     45



                                       ii

SCHEDULES AND EXHIBITS

Schedules

Schedule I  -  List of Applicable Lending Offices

Pricing Schedule

Exhibits

Exhibit A   -  Form of Note (If Requested)

Exhibit B   -  Form of Notice of Borrowing

Exhibit C   -  Form of Assignment and Acceptance

Exhibit D   -  Form of Certificate by Borrower

Exhibit E   -  Form of Opinion of Counsel to the Borrower

Exhibit F   -  Form of Compliance Certificate



                                      iii

                  CREDIT AGREEMENT dated as of November 7, 2001 among THE
DETROIT EDISON COMPANY, a Michigan corporation (the "Borrower"), the banks,
financial institutions and other institutional lenders (the "Initial Lenders")
listed on the signature pages hereof, and BARCLAYS BANK PLC ("Barclays"), as
Administrative Agent (the "Agent") and BANC ONE CAPITAL MARKETS, INC., as
Co-Syndication Agent, and SALOMON SMITH BARNEY INC., as Co-Syndication Agent for
the Lenders (as hereinafter defined).

                  PRELIMINARY STATEMENTS.

                  The Borrower has requested that the Initial Lenders enter into
this Agreement, and the Initial Lenders have indicated their willingness to
enter into this Agreement upon the terms and conditions stated herein.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, the parties hereto hereby
agree, subject to the satisfaction of the conditions set forth in Article III,
as follows:

                     ARTICLE I:    DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "Affiliate" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         For purposes of this definition, the term "control" (including the
         terms "controlling", "controlled by" and "under common control with")
         of a Person means the possession, direct or indirect, of the power to
         vote 5% or more of the Voting Stock of such Person or to direct or
         cause the direction of the management and policies of such Person,
         whether through the ownership of Voting Stock, by contract or
         otherwise.

                  "Agent's Account" means the account of the Agent maintained by
         the Agent at Barclays with its office at 222 Broadway, New York, NY,
         10038, Account No. 050- 019104, Attention: Jeff Pannullo.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurodollar Lending Office in the case of
         a Eurodollar Rate Advance.

                  "Applicable Margin" means, as of any date, (i) with respect to
         all Base Rate Advances, 0.0% per annum, and (ii) with respect to all
         Eurodollar Rate Advances, the percentage rate per annum which is
         applicable at such time with respect to Eurodollar Rate Advances as set
         forth in the Pricing Schedule.

                  "Applicable Percentage" means, as of any date, the percentage
         rate per annum at which Facility Fees are accruing on each Lender's
         Commitment (without regard to usage) at such time as set forth in the
         Pricing Schedule.

                                       1

         "Applicable Utilization Fee Rate" means, as of any date, the percentage
rate per annum at which Utilization Fees accrue on all Revolving Credit Advances
at such time as set forth in the Pricing Schedule.

         "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an Eligible Assignee, and accepted by the Agent, in
substantially the form of Exhibit C hereto.

         "Audited Statements" means the Consolidated balance sheets of the
Borrower as at December 31, 2000, and the related Consolidated statements of
income and cash flows of the Borrower for the fiscal year then ended,
accompanied by the opinion thereon of the Borrower's independent public
accountants.

         "Base Rate" means a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to the highest
of:

                  (a) the rate of interest established by Barclays in New York,
         New York, from time to time, as Barclays' base rate;

                  (b) the sum (adjusted to the nearest 1/16 of 1% or, if there
         is no nearest 1/16 of 1%, to the next higher 1/16 of 1%) of (i) 1/2 of
         1% per annum, plus (ii) the rate obtained by dividing (A) the latest
         three-week moving average of secondary market morning offering rates in
         the United States for three-month certificates of deposit of major
         United States money market banks, such three-week moving average
         (adjusted to the basis of a year of 360 days) being determined weekly
         on each Monday (or, if such day is not a Business Day, on the next
         succeeding Business Day) for the three-week period ending on the
         previous Friday by Barclays on the basis of such rates reported by
         certificate of deposit dealers to and published by the Federal Reserve
         Bank of New York or, if such publication shall be suspended or
         terminated, on the basis of quotations for such rates received by
         Barclays from three New York certificate of deposit dealers of
         recognized standing selected by Barclays, by (B) a percentage equal to
         100% minus the average of the daily percentages specified during such
         three-week period by the Board of Governors of the Federal Reserve
         System (or any successor) for determining the maximum reserve
         requirement (including, but not limited to, any emergency, supplemental
         or other marginal reserve requirement) for Barclays with respect to
         liabilities consisting of or including (among other liabilities)
         three-month U.S. dollar non-personal time deposits in the United
         States, plus (iii) the average during such three-week period of the
         annual assessment rates estimated by Barclays for determining the then
         current annual assessment payable by Barclays to the Federal Deposit
         Insurance Corporation (or any successor) for insuring U.S. dollar
         deposits of Barclays in the United States; and

                  (c) 1/2 of one percent per annum above the Federal Funds Rate.


                                       2

                  "Base Rate Advance" means a Revolving Credit Advance that
         bears interest as provided in Section 2.06(a)(i).

                  "Borrower" has the meaning specified in the recital of parties
         to this Agreement.

                  "Borrowing" means a borrowing consisting of simultaneous
         Revolving Credit Advances of the same Type and (in the case of
         Eurodollar Rate Advances) having the same Interest Period, made by each
         of the Lenders pursuant to Section 2.01.

                  "Business Day" means a day of the year on which banks are not
         required or authorized by law to close in New York City or Chicago,
         Illinois and, if the applicable Business Day relates to any Eurodollar
         Rate Advances, on which dealings are carried on in the London interbank
         market.

                  "Capitalization" means the sum of total net worth plus
         Consolidated Debt.

                  "Commitment" has the meaning specified in Section 2.01.

                  "Confidential Information" means information that the Borrower
         furnishes to the Agent or any Lender in a writing designated as
         confidential, but does not include any such information that is or
         becomes generally available to the public or that is or becomes
         available to the Agent or such Lender from a source other than the
         Borrower.

                  "Consolidated" refers to the consolidation of accounts in
         accordance with GAAP.

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Revolving Credit Advances of one Type into Revolving
         Credit Advances of the other Type pursuant to Section 2.07 or 2.08.

                  "Debt" of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money, (b) all obligations of
         such Person for the deferred purchase price of property or services
         (other than trade payables not overdue by more than 60 days incurred in
         the ordinary course of such Person's business), (c) all obligations of
         such Person evidenced by notes, bonds, debentures or other similar
         instruments, (d) all obligations of such Person created or arising
         under any conditional sale or other title retention agreement with
         respect to property acquired by such Person (even though the rights and
         remedies of the seller or lender under such agreement in the event of
         default are limited to repossession or sale of such property), (e) all
         obligations of such Person as lessee under leases that have been or
         should be, in accordance with GAAP, recorded as capital leases, (f) all
         obligations, contingent or otherwise, of such Person in respect of
         acceptances, letters of credit or similar extensions of credit, (g) all
         obligations of such Person in respect of Hedge Agreements, (h) all Debt
         of others referred to in clauses (a) through (g) above or clause (i)
         below guaranteed directly or indirectly in any manner by such Person,
         or in effect guaranteed directly or indirectly by such Person through
         an agreement (1) to pay or purchase such Debt or to advance or supply
         funds for the payment or purchase of such Debt, (2) to purchase, sell
         or lease (as lessee or lessor) property, or to purchase or sell
         services, primarily for the purpose of enabling the debtor to make
         payment of such Debt or to assure the holder of such Debt against loss,
         (3) to

                                       3

         supply funds to or in any other manner invest in the debtor (including
         any agreement to pay for property or services irrespective of whether
         such property is received or such services are rendered) or (4)
         otherwise to assure a creditor against loss, and (i) all Debt referred
         to in clauses (a) through (h) above secured by (or for which the holder
         of such Debt has an existing right, contingent or otherwise, to be
         secured by) any Lien on property (including, without limitation,
         accounts and contract rights) owned by such Person, even though such
         Person has not assumed or become liable for the payment of such Debt.
         See the definition of "Nonrecourse Debt" below.

                  "Declining Lender" has the meaning specified in Section 2.16.

                  "Default" means any Event of Default or any event that would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                  "Designating Lender" has the meaning specified in Section
         8.07(h).

                  "Disclosed Litigation" has the meaning specified in Section
         3.01(b).

                  "Domestic Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Domestic Lending Office"
         opposite its name on Schedule I hereto or in the Assignment and
         Acceptance pursuant to which it became a Lender, or such other office
         of such Lender as such Lender may from time to time specify to the
         Borrower and the Agent.

         "DTE Energy" means DTE Energy Company, a Michigan corporation.

                  "EBITDA" means, for any period, net income (or net loss) plus
         the sum of (a) interest expense, (b) income tax expense, (c)
         depreciation expense and (d) amortization expense, in each case
         determined in accordance with GAAP for such period less the aggregate
         amount, if any, of securitization bond charges (or similar charges
         imposed on customers for the purpose of servicing Securitization Bonds)
         collected by or on behalf of the Securitization SPE, to the extent such
         charges are included in the calculation of net income (or net loss).

                  "Effective Date" has the meaning specified in Section 3.01.

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender; (iii) a commercial bank organized under the laws of the United
         States, or any State thereof, and having a combined capital and surplus
         of at least $250,000,000; (iv) a savings and loan association or
         savings bank organized under the laws of the United States, or any
         State thereof, and having a combined capital and surplus of at least
         $250,000,000; (v) a commercial bank organized under the laws of any
         other country that is a member of the Organization for Economic
         Cooperation and Development or has concluded special lending
         arrangements with the International Monetary Fund associated with its
         General Arrangements to Borrow, or a political subdivision of any such
         country, and having a combined capital and surplus of at least
         $250,000,000, so long as such bank is acting through a branch or agency
         located in the United States; (vi) the central bank of any country that
         is a member of the Organization for Economic Cooperation and

                                       4

         Development; (vii) a finance company, insurance company or other
         financial institution or fund (whether a corporation, partnership,
         trust or other entity) that is engaged in making, purchasing or
         otherwise investing in commercial loans in the ordinary course of its
         business and having a combined capital and surplus of at least
         $250,000,000; and (viii) any other Person approved by the Agent and, so
         long as no Event of Default shall be continuing, the Borrower, such
         approval not to be unreasonably withheld or delayed by either party;
         provided, however, that neither the Borrower nor an Affiliate of the
         Borrower shall qualify as an Eligible Assignee.

                  "Environmental Action" means any action, suit, demand, demand
         letter, claim, notice of non-compliance or violation, notice of
         liability or potential liability, investigation, proceeding, consent
         order or consent agreement relating in any way to any Environmental
         Law, Environmental Permit or Hazardous Materials or arising from
         alleged injury or threat of injury to health, safety or the
         environment, including, without limitation, (a) by any governmental or
         regulatory authority for enforcement, cleanup, removal, response,
         remedial or other actions or damages and (b) by any governmental or
         regulatory authority or any third party for damages, contribution,
         indemnification, cost recovery, compensation or injunctive relief.

                  "Environmental Law" means any federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, judgment,
         decree or judicial or agency interpretation, policy or guidance
         relating to pollution or protection of the environment, health, safety
         or natural resources, including, without limitation, those relating to
         the use, handling, transportation, treatment, storage, disposal,
         release or discharge of Hazardous Materials.

                  "Environmental Permit" means any permit, approval,
         identification number, license or other authorization required under
         any Environmental Law.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "ERISA Affiliate" means any Person that for purposes of Title
         IV of ERISA is a member of the Borrower's controlled group, or under
         common control with the Borrower, within the meaning of Section 414 of
         the Internal Revenue Code.

                  "ERISA Event" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section 4043(b) of ERISA (without regard to subsection (2) of such
         Section) are met with a contributing sponsor, as defined in Section
         4001(a)(13) of ERISA, of a Plan, and an event described in paragraph
         (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably
         expected to occur with respect to such Plan within the following 30
         days; (b) the application for a minimum funding waiver with respect to
         a Plan; (c) the provision by the administrator of any Plan of a notice
         of intent to terminate such Plan pursuant to Section 4041(a)(2) of
         ERISA (including any such notice


                                       5

         with respect to a plan amendment referred to in Section 4041(e) of
         ERISA); (d) the cessation of operations at a facility of the Borrower
         or any ERISA Affiliate in the circumstances described in Section
         4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA
         Affiliate from a Multiple Employer Plan during a plan year for which it
         was a substantial employer, as defined in Section 4001(a)(2) of ERISA;
         (f) the conditions for the imposition of a lien under Section 302(f) of
         ERISA shall have been met with respect to any Plan; (g) the adoption of
         an amendment to a Plan requiring the provision of security to such Plan
         pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of
         proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or
         the occurrence of any event or condition described in Section 4042 of
         ERISA t hat constitutes grounds for the termination of, or the
         appointment of a trustee to administer, a Plan.

                  "Eurocurrency Liabilities" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Eurodollar Lending Office"
         opposite its name on Schedule I hereto or in the Assignment and
         Acceptance pursuant to which it became a Lender (or, if no such office
         is specified, its Domestic Lending Office), or such other office of
         such Lender as such Lender may from time to time specify to the
         Borrower and the Agent.

                  "Eurodollar Rate" means, for any Interest Period for each
         Eurodollar Rate Advance comprising part of the same Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the average (rounded upward to the nearest whole multiple
         of 1/16 of 1% per annum, if such average is not such a multiple) of the
         rate per annum at which deposits in U.S. dollars are offered by the
         principal office of each of the Reference Banks in London, England to
         prime banks in the London interbank market at 11:00 A.M. (London time)
         two Business Days before the first day of such Interest Period in an
         amount approximately equal to such Reference Bank's Eurodollar Rate
         Advance comprising part of such Borrowing to be outstanding during such
         Interest Period and for a period equal to such Interest Period by (b) a
         percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
         for such Interest Period. The Eurodollar Rate for any Interest Period
         for each Eurodollar Rate Advance comprising part of the same Borrowing
         shall be determined by the Agent on the basis of applicable rates
         furnished to and received by the Agent from the Reference Banks two
         Business Days before the first day of such Interest Period, subject,
         however, to the provisions of Section 2.07.

                  "Eurodollar Rate Advance" means a Revolving Credit Advance
         that bears interest as provided in Section 2.06(a)(ii).

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
         for all Eurodollar Rate Advances comprising part of the same Borrowing
         means the reserve percentage applicable two Business Days before the
         first day of such Interest Period under regulations issued from time to
         time by the Board of Governors of the Federal Reserve System (or any
         successor) for determining the maximum reserve requirement (including,


                                       6

         without limitation, any emergency, supplemental or other marginal
         reserve requirement) for a member bank of the Federal Reserve System in
         New York City with respect to liabilities or assets consisting of or
         including Eurocurrency Liabilities (or with respect to any other
         category of liabilities that includes deposits by reference to which
         the interest rate on Eurodollar Rate Advances is determined) having a
         term equal to such Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Excluded Hedging Debt" means all Debt arising under any Hedge
         Agreement in respect of fluctuations in commodity prices.

                  "Existing Credit Agreement" means that certain Credit
         Agreement, dated as of July 11, 2001, among the Borrower, the lenders
         parties thereto, and Barclays Bank PLC, as administrative agent, as the
         same has been amended, restated, supplemented or otherwise modified
         from time to time.

                  "Extending Lenders" has the meaning specified in Section 2.16.

                  "Facility Fee" has the meaning specified in Section 2.03(a).

                  "Federal Funds Rate" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to the
         weighted average of the rates on overnight federal funds transactions
         with members of the Federal Reserve System arranged by federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day that is a
         Business Day, the average of the quotations for such day on such
         transactions received by the Agent from three federal funds brokers of
         recognized standing selected by it.

                  "Financial Officer" of any Person means the chief executive
         officer, president, chief financial officer, any vice president,
         controller, assistant controller, treasurer or any assistant treasurer
         of such Person.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Hazardous Materials" means (a) petroleum and petroleum
         products, by-products or breakdown products, radioactive materials,
         asbestos-containing materials, polychlorinated biphenyls and radon gas
         and (b) any other chemicals, materials or substances designated,
         classified or regulated as hazardous or toxic or as a pollutant or
         contaminant under any Environmental Law.

                  "Hedge Agreements" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other similar
         agreements.

                  "Insufficiency" means, with respect to any Plan, the amount,
         if any, of its unfunded benefit liabilities, as defined in Section
         4001(a)(18) of ERISA.


                                        7

                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Borrowing, the period commencing on the
         date of such Eurodollar Rate Advance or the date of the Conversion of
         any Base Rate Advance into such Eurodollar Rate Advance and ending on
         the last day of the period selected by the Borrower pursuant to the
         provisions below and, thereafter, with respect to Eurodollar Rate
         Advances, each subsequent period commencing on the last day of the
         immediately preceding Interest Period and ending on the last day of the
         period selected by the Borrower pursuant to the provisions below. The
         duration of each such Interest Period shall be one, two, three or six
         months, as the Borrower may, upon notice received by the Agent not
         later than 11:00 A.M. (New York City time) on the third Business Day
         prior to the first day of such Interest Period, select; provided,
         however, that:

                           (i) the Borrower may not select any Interest Period
                  that ends after the Revolver Termination Date then in effect;

                           (ii) Interest Periods commencing on the same date for
                  Eurodollar Rate Advances comprising part of the same Borrowing
                  shall be of the same duration;

                           (iii) whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day, provided, however, that, if
                  such extension would cause the last day of such Interest
                  Period to occur in the next following calendar month, the last
                  day of such Interest Period shall occur on the next preceding
                  Business Day; and

                           (iv) whenever the first day of any Interest Period
                  occurs on a day of an initial calendar month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in such Interest Period, such
                  Interest Period shall end on the last Business Day of such
                  succeeding calendar month.

                  "Internal Revenue Code" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "Junior Subordinated Debentures" means subordinated junior
         deferrable interest debentures issued by the Borrower from time to time
         in an outstanding aggregate principal amount not to exceed the
         aggregate principal amount of such debentures outstanding on the date
         hereof.

                  "Lenders" means the Initial Lenders and each Person that shall
         become a party hereto pursuant to Section 8.07(a), (b) and (c) and,
         except when used in reference to a Revolving Credit Advance, a
         Borrowing, a Note, a Commitment or a related term.

                  "Lien" means any lien, security interest or other charge or
         encumbrance of any kind, or any other type of preferential arrangement,
         including, without limitation, the lien or retained security title of a
         conditional vendor and any easement, right of way or other encumbrance
         on title to real property.


                                       8

                  "Loan Documents" means this Agreement and the Notes.

                  "Material Adverse Change" means any material adverse change in
         the business, condition (financial or otherwise), operations,
         performance, properties or prospects of the Borrower and its
         Subsidiaries taken as a whole.

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, condition (financial or otherwise), operations,
         performance, properties or prospects of the Borrower and its
         Subsidiaries taken as a whole, (b) the rights and remedies of the Agent
         or any Lender under any Loan Document or (c) the ability of the
         Borrower to perform its obligations under any Loan Document to which it
         is a party.

                  "Maximum Facility Amount" means $300,000,000.

                  "MichCon" means Michigan Consolidated Gas Company, a Michigan
         corporation, wholly owned (indirectly) by DTE Energy.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Moody's Rating" is defined in the Pricing Schedule.

                  "Multiemployer Plan" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
         Affiliate is making or accruing an obligation to make contributions, or
         has within any of the preceding five plan years made or accrued an
         obligation to make contributions.

                  "Multiple Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any ERISA Affiliate and at least one
         Person other than the Borrower and the ERISA Affiliates or (b) was so
         maintained and in respect of which the Borrower or any ERISA Affiliate
         could have liability under Section 4064 or 4069 of ERISA in the event
         such plan has been or were to be terminated.

                  "Nonrecourse Debt" means Debt of the Borrower or any of its
         Subsidiaries in respect of which no recourse may be had by the
         creditors under such Debt against the Borrower or such Subsidiary in
         its individual capacity or against the assets of the Borrower or such
         Subsidiary, other than assets which were purchased by the Borrower or
         such Subsidiary with the proceeds of such Debt; it being understood
         that Securitization Bonds shall constitute Nonrecourse Debt for all
         purposes of the Loan Documents, except to the extent (and only to the
         extent) of any claims made against the Borrower in respect of its
         indemnification obligations relating to such Securitization Bonds.

                  "Note" has the meaning specified in Section 2.17.

                  "Notice of Borrowing" has the meaning specified in Section
         2.02(a).

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).


                                       9

                  "Person" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, joint venture, limited liability company or
         other entity, or a government or any political subdivision or agency
         thereof.

                  "Plan" means a Single Employer Plan or a Multiple Employer
         Plan.

                  "Pricing Schedule" means the Pricing Schedule identifying the
         Applicable Margin, the Applicable Percentage and the Applicable
         Utilization Fee Rate attached hereto identified as such.

                  "Property" of a Person means any and all property, whether
         real, personal, tangible, intangible, or mixed, of such Person, or
         other assets owned by such Person.

                  "Receivables Purchase Documents" means those documents entered
         into in connection with the receivables purchase facility among the
         Borrower, Corporate Asset Funding Company, Inc., Citibank, N.A. and
         Citicorp North America, Inc. dated as of March 9, 2001 (including any
         amendments to or replacements of such facility) and those documents
         entered into in connection with any series of receivables purchase or
         sale agreements generally consistent with terms contained in comparable
         structured finance transactions pursuant to which the Borrower or any
         of its Subsidiaries, in their respective capacities as sellers or
         transferors of any receivables, sell or transfer to SPCs all of their
         respective rights, title and interest in and to certain receivables for
         further sale or transfer to other purchasers of or investors in such
         assets (and the other documents, instruments and agreements executed in
         connection therewith), as any such agreements may be amended, restated,
         supplemented or otherwise modified from time to time, or any
         replacement or substitution therefor.

                  "Receivables Purchase Facility" means the receivables purchase
         facility among the Borrower, Corporate Asset Funding Company, Inc.,
         Citibank, N.A., and Citicorp North America, Inc. dated as of March 9,
         2001 (including any amendments to or replacements of such facility) and
         any other securitization facility made available to the Borrower or any
         of its Subsidiaries, pursuant to which receivables of the Borrower or
         any of its Subsidiaries are transferred to one or more SPCs, and
         thereafter to certain investors, pursuant to the terms and conditions
         of the Receivables Purchase Documents.

                  "Reference Banks" means Citibank, N.A., Barclays Bank PLC and
         Bank One, NA (Main Office - Chicago).

                  "Register" has the meaning specified in Section 8.07(d).

                  "Required Lenders" means at any time Lenders owed more than
         fifty percent (50%) of the then aggregate unpaid principal amount of
         the Revolving Credit Advances owing to Lenders, or, if no such
         principal amount is then outstanding, Lenders having more than fifty
         percent (50%) of the Commitments.

                  "Revolver Termination Date" means the earlier of (a) November
         5, 2002 or, if extended pursuant to Section 2.16, the date that is 364
         days after the Revolver


                                       10

         Termination Date then in effect, and (b) the date of termination in
         whole of the Commitments pursuant to Section 2.04 or 6.01; provided,
         however, that the Revolver Termination Date of any Lender that is a
         Declining Lender to any requested extension pursuant to Section 2.16
         shall be the Revolver Termination Date in effect immediately prior to
         the date on which such extension was granted for all purposes of this
         Agreement.

                  "Revolving Credit Advance" means an advance by a Lender to the
         Borrower as part of a Borrowing, and refers to a Base Rate Advance or a
         Eurodollar Rate Advance (each of which shall be a "Type" of Revolving
         Credit Advance).

                  "S&P" means Standard & Poor's Ratings Group, a division of
         McGraw-Hill, Inc.

                  "S&P Rating" is defined in the Pricing Schedule.

                  "SEC Reports" means the following reports and financial
         statements of the Borrower:

(i)      the Borrower's Annual Report on Form 10-K for the year ended December
         31, 2000, as filed with or sent to the Securities and Exchange
         Commission, including therein the Audited Statements of the Borrower;
         and

(ii)     the Borrower's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2001, including therein the Unaudited Statements of the Borrower,
         and the Borrower's Current Reports on Form 8-K, if any, provided to the
         Lenders prior to the date of this Agreement.

                  "SPC" means any special purpose entity established for the
         purpose of purchasing receivables in connection with a receivables
         securitization transaction permitted under the terms of this Agreement

                  "SPV" has the meaning specified in Section 8.07(h).

                  "Securitization Bonds" means Debt of the Securitization SPE,
         issued pursuant to Enrolled Senate Bill No. 1253, Public Act 142 of
         2000 of the State of Michigan.

                  "Securitization SPE" means The Detroit Edison Securitization
         Funding LLC, a single-member limited liability company organized under
         the laws of the State of Michigan, all of the membership interest in
         which is held directly by the Borrower.

                  "Significant Subsidiary" means any Subsidiary of the Borrower
         (A) the total assets (after intercompany eliminations) of which exceed
         30% of the total assets of the Borrower and its Subsidiaries or (B) the
         net worth of which exceeds 30% of the Consolidated Net Worth of the
         Borrower and its Subsidiaries, in each case as shown on the audited
         consolidated financial statements of the Borrower as of the end of the
         fiscal year immediately preceding the date of determination.

                  "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or


                                       11

         any ERISA Affiliate and no Person other than the Borrower and the ERISA
         Affiliates or (b) was so maintained and in respect of which the
         Borrower or any ERISA Affiliate could have liability under Section 4069
         of ERISA in the event such plan has been or were to be terminated.

                  "Subsidiary" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital stock
         having ordinary voting power to elect a majority of the Board of
         Directors of such corporation (irrespective of whether at the time
         capital stock of any other class or classes of such corporation shall
         or might have voting power upon the occurrence of any contingency), (b)
         the interest in the capital or profits of such limited liability
         company, partnership or joint venture or (c) the beneficial interest in
         such trust or estate is at the time directly owned or controlled by
         such Person, by such Person and one or more of its other Subsidiaries
         or by one or more of such Person's other Subsidiaries.

                  "Unaudited Statements" means the unaudited condensed
         Consolidated balance sheets of the Borrower, as at June 30, 2001, and
         the related condensed Consolidated statements of income and cash flows
         of the Borrower for the six-month period then ended, duly certified by
         a Financial Officer of the Borrower.

                  "Utilization Fee" has the meaning specified in Section
         2.03(c).

                  "Voting Stock" means capital stock issued by a corporation, or
         equivalent interests in any other Person, the holders of which are
         ordinarily, in the absence of contingencies, entitled to vote for the
         election of directors (or persons performing similar functions) of such
         Person, even if the right so to vote has been suspended by the
         happening of such a contingency.

                  "Withdrawal Liability" has the meaning specified in Part I of
         Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                  SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(e) ("GAAP").

         ARTICLE II: AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES

                  SECTION 2.01. The Revolving Credit Advances. Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Revolving Credit Advances to the Borrower from time to time on any Business Day
during the period from the Effective Date until the Revolver Termination Date in
an aggregate amount not to exceed at any time outstanding the amount set forth
opposite such Lender's name on Schedule 1 hereto or, if such


                                       12

Lender has entered into any Assignment and Acceptance, set forth for such Lender
in the Register maintained by the Agent pursuant to Section 8.07(d), as such
amount may be reduced pursuant to Section 2.04 (such Lender's "Commitment").
Each Borrowing shall be in an aggregate amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit
Advances of the same Type made on the same day by the Lenders ratably according
to their respective Commitments. Within the limits of each Lender's Commitment,
the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09
and reborrow under this Section 2.01.

                  SECTION 2.02. Making the Revolving Credit Advances. (a) Each
Borrowing shall be made on notice, given not later than 11:00 A.M. (New York
City time) on the third Business Day prior to the date of the proposed Borrowing
in the case of a Borrowing consisting of Eurodollar Rate Advances, or 10:00 A.M.
(New York City time) the Business Day of the proposed Borrowing in the case of a
Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which
shall give to each Lender prompt notice thereof by telecopier or telex. Each
such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone,
confirmed immediately in writing, or telecopier or telex in substantially the
form of Exhibit B hereto, specifying therein the requested (i) date of such
Borrowing, (ii) Type of Revolving Credit Advances comprising such Borrowing,
(iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing
consisting of Eurodollar Rate Advances, initial Interest Period for each such
Revolving Credit Advance. Each Lender shall, before 12:00 noon (New York City
time) on the date of such Borrowing, make available for the account of its
Applicable Lending Office to the Agent at the Agent's Account, in same day
funds, such Lender's ratable portion of such Borrowing. After the Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Agent will make such funds available to the Borrower
at the Agent's address referred to in Section 8.02.

         (b) Anything in subsection (a) above to the contrary notwithstanding,
(i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if
the aggregate amount of such Borrowing is less than $5,000,000 or if the
obligation of the Lenders to make Eurodollar Rate Advances shall then be
suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances
may not be outstanding as part of more than ten separate Borrowings.

         (c) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date specified in such
Notice of Borrowing for such Borrowing the applicable conditions set forth in
Article III, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Revolving Credit Advance to be made by such Lender as part of such Borrowing
when such Revolving Credit Advance, as a result of such failure, is not made on
such date.

         (d) Unless the Agent shall have received notice from a Lender prior to
the date of any Borrowing that such Lender will not make available to the Agent
such Lender's ratable portion of such Borrowing, the Agent may assume that such
Lender has made such portion available to


                                       13

the Agent on the date of such Borrowing in accordance with subsection (a) of
this Section 2.02 and the Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount. If and to the
extent that such Lender shall not have so made such ratable portion available to
the Agent, such Lender and the Borrower severally agree to repay to the Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Agent, at (i) in the case of the Borrower,
the interest rate applicable at the time to Revolving Credit Advances comprising
such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If
such Lender shall repay to the Agent such corresponding amount, such amount so
repaid shall constitute such Lender's Revolving Credit Advance as part of such
Borrowing for purposes of this Agreement.

         (e) The failure of any Lender to make the Revolving Credit Advance to
be made by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Revolving Credit Advance on the date
of such Borrowing, but no Lender shall be responsible for the failure of any
other Lender to make the Revolving Credit Advance to be made by such other
Lender on the date of any Borrowing.

                  SECTION 2.03. Fees. (a) Facility Fee. The Borrower agrees to
pay to the Agent for the account of each Lender a facility fee (the "Facility
Fee") on the aggregate amount of such Lender's Commitment from the date hereof
in the case of each Initial Lender and from effective date specified in the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender until all of the Revolving Credit Advances have been paid in
full and the Commitments under this Agreement have been terminated at a rate per
annum equal to the Applicable Percentage in effect from time to time, payable in
arrears quarterly on the last day of each March, June, September and December,
and on the Revolving Loan Termination Date.

         (b) Agent's Fees. The Borrower shall pay to the Agent for its own
account such fees as may from time to time be agreed between the Borrower and
the Agent.

         (c) Utilization Fee. If the aggregate outstanding amount of all
Revolving Credit Advances hereunder exceeds thirty-three percent (33%) of the
aggregate amount of all Commitments then in effect on such date (or, if the
Commitments have been terminated, the aggregate amount of all Commitments in
effect immediately prior to such termination), the Borrower will pay to the
Agent for the ratable benefit of the Lenders a utilization fee (the "Utilization
Fee") at a per annum rate equal to the Applicable Utilization Fee Rate in effect
from time to time payable on the aggregate outstanding amount of all Revolving
Credit Advances on such date, payable in arrears quarterly on the last day of
each March, June, September and December, and on the Revolving Loan Termination
Date.

                  SECTION 2.04. Termination or Reduction of the Commitments. (a)
The Commitments shall be automatically terminated on the Revolver Termination
Date.

         (b) The Borrower shall have the right, upon at least three Business
Days' notice to the Agent, to terminate in whole or reduce ratably in part the
unused portions of the respective Commitments of the Lenders, provided that each
partial reduction shall be in the aggregate


                                       14

amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.
Once terminated, a Commitment or portion thereof may not be reinstated.

                  SECTION 2.05. Repayment of Revolving Credit Advances. The
Borrower shall repay to the Agent for the ratable account of the Lenders on the
Revolver Termination Date the aggregate principal amount of the Revolving Credit
Advances then outstanding.

                  SECTION 2.06. Interest on Revolving Credit Advances. (a)
Scheduled Interest. The Borrower shall pay interest on the unpaid principal
amount of each Revolving Credit Advance owing to each Lender from the date of
such Revolving Credit Advance until such principal amount shall be paid in full,
at the following rates per annum:

                  (i) Base Rate Advances. During such periods as such Revolving
         Credit Advance is a Base Rate Advance, a rate per annum equal at all
         times to the sum of (x) the Base Rate in effect from time to time plus
         (y) the Applicable Margin in effect from time to time, payable in
         arrears quarterly on the last day of each March, June, September and
         December during such periods and on the date such Base Rate Advance
         shall be Converted or paid in full.

                  (ii) Eurodollar Rate Advances. During such periods as such
         Revolving Credit Advance is a Eurodollar Rate Advance, a rate per annum
         equal at all times during each Interest Period for such Revolving
         Credit Advance to the sum of (x) the Eurodollar Rate for such Interest
         Period for such Revolving Credit Advance plus (y) the Applicable
         Margin in effect from time to time, payable in arrears on the last day
         of such Interest Period and, if such Interest Period has a duration of
         more than three months, on each day that occurs during such Interest
         Period every three months from the first day of such Interest Period
         and on the date such Eurodollar Rate Advance shall be Converted or paid
         in full.

         (b) Default Interest. (i) Upon the occurrence and during the
continuance of an Event of Default, the Borrower shall pay interest on the
unpaid principal amount of each Revolving Credit Advance owing to each Lender,
payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above,
at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on such Revolving Credit Advance pursuant to clause (a)(i)
or (a)(ii) above, and (ii) the Borrower shall pay, to the fullest extent
permitted by law, the amount of any interest, fee or other amount payable
hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid on Base Rate
Advances pursuant to clause (a)(i) above.

                  SECTION 2.07. Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurodollar Rate. If any one or more of the Reference Banks
shall not furnish such timely information to the Agent for the purpose of
determining any such interest rate, the Agent shall determine such interest rate
on the basis of timely information furnished by the remaining Reference Banks.
The Agent shall give prompt notice to the Borrower and the Lenders of the
applicable interest rate


                                       15

determined by the Agent for purposes of Section 2.06(a)(i) or (ii), and the
rate, if any, furnished by each Reference Bank for the purpose of determining
the interest rate under Section 2.06(a)(ii).

         (b) If, with respect to any Eurodollar Rate Advances, the Required
Lenders notify the Agent that the Eurodollar Rate for any Interest Period for
such Eurodollar Rate Advances will not adequately reflect the cost to such
Required Lenders of making, funding or maintaining their respective Eurodollar
Rate Advances for such Interest Period, the Agent shall forthwith so notify the
Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to
make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances
shall be suspended until the Agent shall notify the Borrower and the Lenders
that the circumstances causing such suspension no longer exist.

         (c) If the Borrower shall fail to select the duration of any Interest
Period for any Eurodollar Rate Advances in accordance with the provisions
contained in the definition of "Interest Period" in Section 1.01, the Agent will
forthwith so notify the Borrower and the Lenders and such Eurodollar Rate
Advances will automatically, on the last day of the then existing Interest
Period therefor, Convert into Base Rate Advances.

         (d) On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than $5,000,000, such Eurodollar Rate
Advances shall automatically Convert into Base Rate Advances.

         (e) Upon the occurrence and during the continuance of any Event of
Default, (i) each Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance and
(ii) the obligation of the Lenders to make, or to Convert Revolving Credit
Advances into, Eurodollar Rate Advances shall be suspended.

         (f) If fewer than two Reference Banks furnish timely information to the
Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances:

                  (i) the Agent shall forthwith notify the Borrower and the
         Lenders that the interest rate cannot be determined for such Eurodollar
         Rate Advances,

                  (ii) with respect to Eurodollar Rate Advances, each such
         Eurodollar Rate Advance will automatically, on the last day of the then
         existing Interest Period therefor, Convert into a Base Rate Advance (or
         if such Eurodollar Rate Advance is then a Base Rate Advance, will
         continue as a Base Rate Advance), and

                  (iii) the obligation of the Lenders to make Eurodollar Rate
         Advances or to Convert Revolving Credit Advances into Eurodollar Rate
         Advances shall be suspended until the Agent shall notify the Borrower
         and the Lenders that the circumstances causing such suspension no
         longer exist.

                  SECTION 2.08. Optional Conversion of Revolving Credit
Advances. The Borrower may on any Business Day, upon notice given to the Agent
not later than 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Conversion and


                                       16

subject to the provisions of Sections 2.07 and 2.11, Convert all Revolving
Credit Advances of one Type comprising the same Borrowing into Revolving Credit
Advances of the other Type (it being understood that such Conversion of a
Revolving Credit Advance or of its Interest Period does not constitute a
repayment or prepayment of such Revolving Credit Advance); provided, however,
that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be
made only on the last day of an Interest Period for such Eurodollar Rate
Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances
shall be in an amount not less than the minimum amount specified in Section
2.02(b) and no Conversion of any Revolving Credit Advances shall result in more
separate Borrowings than permitted under Section 2.02(b). Each such notice of a
Conversion shall, within the restrictions specified above, specify (i) the date
of such Conversion, (ii) the Revolving Credit Advances to be Converted, and
(iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
initial Interest Period for each such Eurodollar Rate Advance. Each notice of
Conversion shall be irrevocable and binding on the Borrower.

                  SECTION 2.09. Prepayments of Revolving Credit Advances. (a)
Optional Prepayment. The Borrower may on any Business Day, upon notice given to
the Agent not later than 11:00 A.M. (New York City time), (i) on the same day
for Base Rate Advances and (ii) on the second Business Day prior to the
prepayment in the case of Eurodollar Rate Advances stating the proposed date and
aggregate principal amount of the prepayment (and if such notice is given the
Borrower shall) prepay the outstanding principal amount of the Revolving Credit
Advances comprising part of the same Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal
amount prepaid; provided, however, that (x) each partial prepayment shall be in
an aggregate principal amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and (y) in the event of any such prepayment of a
Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(c).

                  (b) Mandatory Prepayment. The Borrower shall, upon five
Business Days notice from the Agent given at the request or with the consent of
the Required Lenders, prepay the aggregate principal amount outstanding plus all
interest thereon and all other amounts payable hereunder or under the Notes, in
the event that: (i) any Person or two or more Persons acting in concert (other
than DTE Energy or any of its Subsidiaries) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934), directly or indirectly,
of Voting Stock of the Borrower (or other securities convertible into such
Voting Stock) representing 20% or more of the combined voting power of all
Voting Stock of the Borrower; or (ii) any Person or two or more Persons acting
in concert (other than DTE Energy or any of its Subsidiaries) shall have
acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation, will result in its or their acquisition of
the power to exercise, directly or indirectly, a controlling influence over the
management or policies of the Borrower.

                  SECTION 2.10. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances (excluding for purposes
of


                                       17

this Section 2.10 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.13 shall govern) and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or
by the foreign jurisdiction or state under the laws of which such Lender is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, upon demand by such Lender
(with a copy of such demand to the Agent), pay to the Agent for the account of
such Lender additional amounts sufficient to compensate such Lender for such
increased cost. A certificate as to the amount of such increased cost, submitted
to the Borrower and the Agent by such Lender, shall be conclusive and binding
for all purposes, absent manifest error.

         (b) If any Lender determines that compliance with any law or regulation
or any guideline or request from any central bank or other governmental
authority (whether or not having the force of law) affects or would affect the
amount of capital required or expected to be maintained by such Lender or any
corporation controlling such Lender and that the amount of such capital is
increased by or based upon the existence of such Lender's commitment to lend
hereunder and other commitments of this type, then, upon demand by such Lender
(with a copy of such demand to the Agent), the Borrower shall pay to the Agent
for the account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender or such corporation in
the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Lender's commitment to lend hereunder. A certificate as to such amounts
submitted to the Borrower and the Agent by such Lender shall be conclusive and
binding for all purposes, absent manifest error.

         (c) In the event that a Lender demands payment from the Borrower for
amounts owing pursuant to subsection (a) or (b) of this Section 2.10, the
Borrower may, upon payment of such amounts and subject to the requirements of
Sections 8.04 and 8.07, substitute for such Lender another financial
institution, which financial institution shall be an Eligible Assignee and shall
assume the Commitments of such Lender and purchase the Revolving Credit Advances
held by such Lender in accordance with Section 8.07, provided, however, that (i)
no Default shall have occurred and be continuing, (ii) the Borrower shall have
satisfied all of its obligations in connection with the Loan Documents with
respect to such Lender, and (iii) if such assignee is not a Lender, (A) such
assignee is acceptable to the Agent and (B) the Borrower shall have paid the
Agent a $3,000 administrative fee.

                  SECTION 2.11. Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurodollar Lending Office to perform its
obligations hereunder to make Eurodollar Rate Advances or to fund or maintain
Eurodollar Rate Advances hereunder, (i) each Eurodollar Rate Advance will
automatically, upon such demand, Convert into a Base Rate Advance or a Revolving
Credit Advance that bears interest at the rate set forth in Section 2.06(a)(i),
as the case may be, and (ii) the obligation of the Lenders to make Eurodollar
Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate
Advances shall be suspended until the Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.


                                       18

                  SECTION 2.12. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes not later than 11:00 A.M.
(New York City time) on the day when due in U.S. dollars to the Agent at the
Agent's Account in same day funds and without set off, deduction or
counterclaim. The Agent will promptly thereafter cause to be distributed like
funds relating to the payment of principal or interest, facility fees or the
Utilization Fee ratably (other than amounts payable pursuant to Section 2.10,
2.13 or 8.04(c)) to the Lenders for the account of their respective Applicable
Lending Offices, and like funds relating to the payment of any other amount
payable to any Lender to such Lender for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this
Agreement. Upon its acceptance of an Assignment and Acceptance and recording of
the information contained therein in the Register pursuant to Section 8.07(c),
from and after the effective date specified in such Assignment and Acceptance,
the Agent shall make all payments hereunder and under the Notes in respect of
the interest assigned thereby to the Lender assignee thereunder, and the parties
to such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

         (b) The Borrower hereby authorizes each Lender, if and to the extent
payment owed to such Lender is not made when due hereunder or under the Note
held by such Lender, to charge from time to time against any or all of the
Borrower's accounts with such Lender any amount so due.

         (c) All computations of interest based on the Base Rate shall be made
by the Agent on the basis of a year of 365 or 366 days, as the case may be, and
all computations of interest based on the Eurodollar Rate or the Federal Funds
Rate and of facility fees and the Utilization Fee shall be made by the Agent on
the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest, facility fees or the Utilization Fee are payable. Each
determination by the Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.

         (d) Whenever any payment hereunder or under the Notes shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest, facility fee or the
Utilization Fee, as the case may be; provided, however, that, if such extension
would cause payment of interest on or principal of Eurodollar Rate Advances to
be made in the next following calendar month, such payment shall be made on the
next preceding Business Day.

         (e) Unless the Agent shall have received notice from the Borrower prior
to the date on which any payment is due to the Lenders hereunder that the
Borrower will not make such payment in full, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the Agent,
each Lender shall repay to the Agent forthwith on demand such amount distributed
to such Lender together


                                       19

with interest thereon, for each day from the date such amount is distributed to
such Lender until the date such Lender repays such amount to the Agent, at the
Federal Funds Rate.

                  SECTION 2.13. Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.12,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Lender and the Agent, taxes
imposed on its overall net income, and franchise taxes imposed on it in lieu of
net income taxes, by the jurisdiction under the laws of which such Lender or the
Agent (as the case may be) is organized or any political subdivision thereof
and, in the case of each Lender, taxes imposed on its overall net income, and
franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction
of such Lender's Applicable Lending Office or any political subdivision thereof
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings
and liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Lender or the Agent, (i) the sum payable shall be increased as may
be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.13) such Lender or
the Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law.

         (b) In addition, the Borrower agrees to pay any present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or under the Notes or from the
execution, delivery or registration of, performing under, or otherwise with
respect to, this Agreement or the Notes (hereinafter referred to as "Other
Taxes").

         (c) The Borrower shall indemnify each Lender and the Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any taxes imposed
by any jurisdiction on amounts payable under this Section 2.13) imposed on or
paid by such Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto. This indemnification shall be made within 30 days from the date such
Lender or the Agent (as the case may be) makes written demand therefor.

         (d) Within 30 days after the date of any payment of Taxes, the Borrower
shall furnish to the Agent, at its address referred to in Section 8.02, the
original or a certified copy of a receipt evidencing payment thereof. In the
case of any payment hereunder or under the Notes by or on behalf of the Borrower
through an account or branch outside the United States or by or on behalf of the
Borrower by a payor that is not a United States person, if the Borrower
determines that no Taxes are payable in respect thereof, the Borrower shall
furnish, or shall cause such payor to furnish, to the Agent, at such address, an
opinion of counsel acceptable to the Agent stating that such payment is exempt
from Taxes. For purposes of this subsection (d) and subsection (e), the terms
"United States" and "United States person" shall have the meanings specified in
Section 7701 of the Internal Revenue Code.

                                       20

         (e) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender and on the date of the Assignment
and Acceptance pursuant to which it becomes a Lender in the case of each other
Lender, and from time to time thereafter as requested in writing by the Borrower
(but only so long as such Lender remains lawfully able to do so), shall provide
each of the Agent and the Borrower with two original Internal Revenue Service
Form W-8BEW or W-8ECI, as appropriate, or any successor or other form prescribed
by the Internal Revenue Service, certifying that such Lender is exempt from or
entitled to a reduced rate of United States withholding tax on payments pursuant
to this Agreement or the Notes. If the forms provided by a Lender at the time
such Lender first becomes a party to this Agreement indicates a United States
interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from Taxes unless and until such Lender provides
the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form; provided, however, that, if at the date of
the Assignment and Acceptance pursuant to which a Lender assignee becomes a
party to this Agreement, the Lender assignor was entitled to payments under
subsection (a) in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender assignee on such date. If any form or
document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service Form W8BEW
or W-8ECI, that the Lender reasonably considers to be confidential, the Lender
shall give notice thereof to the Borrower and shall not be obligated to include
in such form or document such confidential information.

         (f) For any period with respect to which a Lender has failed to provide
the Borrower with the appropriate form described in Section 2.13(e) (other than
if such failure is due to a change in law occurring subsequent to the date on
which a form originally was required to be provided, or if such form otherwise
is not required under the first sentence of subsection (e) above), such Lender
shall not be entitled to indemnification under Section 2.13(a) or (c) with
respect to Taxes imposed by the United States by reason of such failure;
provided, however, that should a Lender become subject to Taxes because of its
failure to deliver a form required hereunder, the Borrower shall take such steps
as the Lender shall reasonably request to assist the Lender to recover such
Taxes.

         (g) In the event that a Lender demands payment from the Borrower for
amounts owing pursuant to subsection (a) or (b) of this Section 2.13, the
Borrower may, upon payment of such amounts and subject to the requirements of
Sections 8.04 and 8.07, substitute for such Lender another financial
institution, which financial institution shall be an Eligible Assignee and shall
assume the Commitments of such Lender and purchase the Revolving Credit Advances
held by such Lender in accordance with Section 8.07, provided, however, that (i)
no Default shall have occurred and be continuing, (ii) the Borrower shall have
satisfied all of its obligations in connection with the Loan Documents with
respect to such Lender, and (iii) if such assignee is not a Lender, (A) such
assignee is acceptable to the Agent and (B) the Borrower shall have paid the
Agent a $3,000 administrative fee.


                                       21


                  SECTION 2.14. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Revolving Credit Advances
owing to it (other than pursuant to Section 2.10, 2.13 or 8.04(c)) in excess of
its ratable share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Revolving Credit Advances owing to them as
shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.14 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

                  SECTION 2.15. Use of Proceeds. The proceeds of the Revolving
Credit Advances shall be available (and the Borrower agrees that it shall use
such proceeds) solely for general corporate purposes, including commercial paper
liquidity, of the Borrower and its Subsidiaries.

                  SECTION 2.16. Extensions of Revolver Termination Date. No
earlier than 45 days and no later than 30 days prior to the Revolver Termination
Date in effect at any time, the Borrower may, by written notice to the Agent,
request that such Revolver Termination Date be extended for a period of 364
days. Such request shall be irrevocable and binding upon the Borrower. The Agent
shall promptly notify each Lender of such request. If a Lender agrees, in its
individual and sole discretion, to so extend its Commitment (an "Extending
Lender"), it shall deliver to the Agent a written notice of its agreement to do
so no earlier than 30 days and no later than 20 days prior to such Revolver
Termination Date and the Agent shall notify the Borrower of such Extending
Lender's agreement to extend its Commitment no later than 15 days prior to such
Revolver Termination Date. The Commitment of any Lender that fails to accept or
respond to the Borrower's request for extension of the Revolver Termination Date
(a "Declining Lender") shall be terminated on the Revolver Termination Date
originally in effect (without regard to any extension by other Lenders) and on
such Revolver Termination Date the Borrower shall pay in full the principal
amount of all Revolving Credit Advances owing to such Declining Lender, together
with accrued interest thereon to the date of such payment of principal and all
other amounts payable to such Declining Lender under this Agreement. The Agent
shall promptly notify each Extending Lender of the aggregate Commitments of the
Declining Lenders. The Extending Lenders, or any of them, may offer to increase
their respective Commitments by an aggregate amount up to the aggregate amount
of the Declining Lenders' Commitments and any such Extending Lender shall
deliver to the Agent a notice of its offer to so increase its Commitment no
later than 15 days prior to such Revolver Termination Date. To the extent of any
shortfall in the aggregate amount of extended Commitments, the Borrower shall
have the right to require any Declining Lender to assign in full its rights and
obligations under this

                                       22

Agreement to an Eligible Assignee designated by the Borrower and acceptable to
the Agent, that agrees to accept all of such rights and obligations (a
"Replacement Lender"), provided that (i) such increase and/or such assignment is
otherwise in compliance with Section 8.07 (provided that the $3000 processing
and recording fee in respect of such assignment shall be payable by the
Borrower), (ii) such Declining Lender receives payment in full of the principal
amount of all Revolving Credit Advances owing to such Declining Lender, together
with accrued interest thereon to the date of such payment of principal and all
other amounts payable to such Declining Lender under this Agreement, and (iii)
any such increase shall be effective on the Revolver Termination Date in effect
at the time the Borrower requests such extension and any such assignment shall
be effective on the date specified by the Borrower and agreed to by the
Replacement Lender and the Agent. If Extending Lenders and Replacement Lenders
provide Commitments in an aggregate amount at least equal to 51% of the
aggregate amount of the Commitments outstanding 30 days prior to the Revolver
Termination Date in effect at the time the Borrower requests such extension, the
Revolver Termination Date shall be extended by 364 days for such Extending
Lenders.

                  SECTION 2.17. Noteless Agreement; Evidence of Indebtedness.

                  (a) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Revolving Credit Advance made by such Lender
from time to time, including the amounts of principal and interest payable and
paid to such Lender from time to time hereunder.

                  (b) The Agent shall also maintain accounts in which it will
record (i) the date and the amount of each Revolving Credit Advance made
hereunder and the Interest Period, if any, applicable thereto, (ii) the amount
of any principal or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder, (iii) the effective date and amount of
each Assignment and Acceptance delivered to and accepted by it and the parties
thereto pursuant to Section 8.07, (iv) the amount of any sum received by the
Agent hereunder from the Borrower and each Lender's share thereof, and (v) all
other appropriate debits and credits as provided in this Agreement, including,
without limitation, all fees, charges, expenses and interest.

                  (c) The entries maintained in the accounts maintained pursuant
to clauses (a) and (b) above shall be prima facie evidence of the existence and
amounts of the obligations hereunder and under the Notes therein recorded;
provided, however, that the failure of the Agent or any Lender to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay such obligations in accordance with their terms.

                  (d) Any Lender may request that its Revolving Credit Advances
be evidenced by a promissory note representing its Revolving Credit Advances
substantially in the form of Exhibit A (each, a "Note"). In such event, the
Borrower shall prepare, execute and deliver to such Lender such Note payable to
the order of such Lender. Thereafter, the Revolving Credit Advances evidenced by
each such Note and interest thereon shall at all times (including after any
assignment pursuant to Section 8.07) be represented by one or more Notes payable
to the order of the payee named therein or any assignee pursuant to Section
8.07, except to the extent that any such Lender or assignee subsequently returns
any such Note for cancellation and requests that

                                       23

such Revolving Credit Advances once again be evidenced as described in clauses
(a) and (b) above.

               ARTICLE III:    CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness of Section
2.01. Section 2.01 of this Agreement shall become effective on and as of the
date hereof (the "Effective Date"), provided that the following conditions
precedent have been satisfied on such date:

                  (a) There shall have occurred no Material Adverse Change since
         June 30, 2001.

                  (b) There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Borrower or any of its
         Significant Subsidiaries pending or threatened before any court,
         governmental agency or arbitrator that (i) could be reasonably likely
         to have a Material Adverse Effect other than the matters disclosed or
         contemplated in the SEC Reports (the "Disclosed Litigation") or (ii)
         purports to affect the legality, validity or enforceability of any Loan
         Document or the consummation of the transactions contemplated hereby
         and there shall have been no adverse change in the status, or financial
         effect on the Borrower or any of its Significant Subsidiaries of the
         Disclosed Litigation from that disclosed or contemplated in the SEC
         Reports.

                  (c) The Lenders shall have been given such access, as such
         Lenders have reasonably requested, to the management, records, books of
         account, contracts and properties of the Borrower and its Significant
         Subsidiaries as they shall have requested.

                  (d) All governmental and third party consents and approvals
         necessary in connection with the transactions contemplated hereby shall
         have been obtained (without the imposition of any conditions that are
         not acceptable to the Lenders) and shall remain in effect, and no law
         or regulation shall be applicable in the reasonable judgment of the
         Lenders that restrains, prevents or imposes materially adverse
         conditions upon the transactions contemplated by the Loan Documents.

                  (e) The Borrower shall have notified each Lender and the Agent
         in writing as to the proposed Effective Date.

                  (f) The Borrower shall have paid all accrued fees and
         reasonable expenses of the Agent and the Lenders with respect to this
         Agreement for which the Agent shall have made reasonable demand in
         accordance with Section 8.04 on or prior to the Effective Date.

                  (g) On the Effective Date, the following statements shall be
         true and the Agent shall have received for the account of each Lender a
         certificate signed by a duly authorized officer of the Borrower, dated
         the Effective Date, stating that:

                           (i) The representations and warranties contained in
                  Section 4.01 are correct on and as of the Effective Date, and


                                       24

                           (ii) No event has occurred and is continuing that
                  constitutes a Default.

                           (iii) The Borrower shall have delivered a
                  certificate, substantially in form of Exhibit D hereto, signed
                  on behalf of the Borrower by a Financial Officer of the
                  Borrower.

                  (h) The Agent shall have received on or before the Effective
         Date the following, each dated such day, in form and substance
         satisfactory to the Agent and (except for any Notes requested by the
         Lenders) in sufficient copies for each Lender:

                           (i) Notes, if any, to the order of each Lender
                  requesting the issuance of a Note as of the Closing Date
                  pursuant to Section 2.17.

                           (ii) Certified copies of the resolutions of the Board
                  of Directors of the Borrower approving each Loan Document to
                  which it is a party, and of all documents evidencing other
                  necessary corporate action and governmental approvals, if any,
                  with respect to each Loan Document to which it is a party.

                           (iii) A certificate of the Corporate Secretary or an
                  Assistant Corporate Secretary of the Borrower certifying the
                  names and true signatures of the officers of the Borrower
                  authorized to sign each Loan Document to which it is a party
                  and the other documents to be delivered hereunder or
                  thereunder.

                           (iv) Copies of the SEC Reports.

                           (v) A favorable opinion of T.A. Hughes, the General
                  Counsel of the Borrower, substantially in the form of Exhibit
                  E hereto and as to such other matters as any Lender through
                  the Agent may reasonably request.

                           (vi) Evidence satisfactory to the Agent that the
                  Existing Credit Agreement shall have been or shall
                  simultaneously with the initial Revolving Credit Advance
                  hereunder be terminated (except for those provisions that
                  expressly survive the termination thereof) and all loans
                  outstanding and other amounts owed to the lenders or agents
                  thereunder shall have been simultaneously with the initial
                  Revolving Credit Advance hereunder be paid in full.

                  SECTION 3.02. Conditions Precedent to Each Borrowing. The
obligation of each Lender to make a Revolving Credit Advance on the occasion of
each Borrowing shall be subject to the conditions precedent that the Effective
Date shall have occurred and on the date of such Borrowing (a) the following
statements shall be true (and each of the giving of the applicable Notice of
Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing
shall constitute a representation and warranty by the Borrower that on the date
of such Borrowing such statements are true):

                  (i) the representations and warranties contained in Section
         4.01 (other than the representations and warranties contained in the
         last sentence of Section 4.01(e) and in Section 4.01(f)) are correct on
         and as of the date of such Borrowing, before and after


                                     25

         giving effect to such Borrowing and to the application of the proceeds
         therefrom, as though made on and as of such date, and

                  (ii) no event has occurred and is continuing, or would result
         from such Borrowing or from the application of the proceeds therefrom,
         that constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

                  SECTION 3.03. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Borrower,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.

                      ARTICLE IV:    REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                  (a) The Borrower is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         incorporation.

                  (b) The execution, delivery and performance by the Borrower of
         the Loan Documents to which it is a party, and the consummation of the
         transactions contemplated hereby and thereby, are within the Borrower's
         corporate powers, have been duly authorized by all necessary corporate
         action, and do not contravene (i) the Borrower's charter or by-laws or
         (ii) law or any contractual restriction binding on or affecting the
         Borrower.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery
         and performance by the Borrower of this Agreement, the Notes or any
         other Loan Document to which it is a party.

                  (d) This Agreement has been, and each of the Notes and each of
         the other Loan Documents to which it is a party when delivered
         hereunder will have been, duly executed and delivered by the Borrower.
         This Agreement is, and each of the Notes and each of the other Loan
         Documents to which it is a party when delivered hereunder will be, the
         legal, valid and binding obligation of the Borrower enforceable against
         the Borrower in accordance with their respective terms, subject to the
         effect of any applicable bankruptcy, insolvency, reorganization,
         moratorium or similar law affecting creditors rights generally.


                                       26

                  (e) The Audited Statements of the Borrower and the Unaudited
         Statements of the Borrower, copies of each of which have been furnished
         to each Lender, fairly present, subject in the case of Unaudited
         Statements to normal year-end audit adjustments, the Consolidated
         financial condition, results of operations and cash flows of the
         relevant Persons and entities, as at the dates and for the periods
         therein indicated, all in accordance with generally accepted accounting
         principles consistently applied. Since June 30, 2001, there has been no
         Material Adverse Change, except as shall have been disclosed or
         contemplated in the SEC Reports.

                  (f) There is no pending or threatened action, suit,
         investigation, litigation or proceeding, including, without limitation,
         any Environmental Action, affecting the Borrower or any of the
         Significant Subsidiaries before any court, governmental agency or
         arbitrator that (i) could be reasonably likely to have a Material
         Adverse Effect (other than the Disclosed Litigation) or (ii) purports
         to affect the legality, validity or enforceability of this Agreement,
         any Note or any other Loan Document or the consummation of the
         transactions contemplated hereby and there has been no adverse change
         in the status of any Disclosed Litigation, or its financial effect on
         the Borrower or any of the Significant Subsidiaries from that disclosed
         or contemplated in the SEC Reports.

                  (g) The operations and properties of the Borrower and each of
         the Significant Subsidiaries comply in all material respects with all
         applicable Environmental Laws and Environmental Permits, all past
         non-compliance with such Environmental Laws and Environmental Permits
         has been resolved without ongoing obligations or costs, except as
         disclosed or contemplated in the SEC Reports, and no circumstances
         exist that could be reasonably likely to (i) form the basis of an
         Environmental Action against the Borrower or any of the Significant
         Subsidiaries or any of their properties that could have a Material
         Adverse Effect or (ii) cause any such property to be subject to any
         restrictions on ownership, occupancy, use or transferability under any
         Environmental Law that could have a Material Adverse Effect.

                  (h) No ERISA Event has occurred or is reasonably expected to
         occur with respect to any Plan.

                  (i) Schedule B (Actuarial Information) to the most recent
         annual report (Form 5500 Series) for each Plan, copies of which have
         been filed with the Internal Revenue Service, is complete and accurate
         and fairly presents the funding status of such Plan, and since the date
         of such Schedule B there has been no material adverse change in such
         funding status.

                  (j) Neither the Borrower nor any ERISA Affiliate has incurred
         or is reasonably expected to incur any Withdrawal Liability to any
         Multiemployer Plan.

                  (k) Neither the Borrower nor any ERISA Affiliate has been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or has been terminated, within the meaning of
         Title IV of ERISA, and no such Multiemployer Plan is reasonably
         expected to be in reorganization or to be terminated, within the
         meaning of Title IV of ERISA.


                                       27

                  (l) Except as set forth in the financial statements referred
         to in subsection (e) above, the Borrower and its Subsidiaries have no
         material liability with respect to "expected post retirement benefit
         obligations" within the meaning of Statement of Financial Accounting
         Standards No. 106.

                  (m) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying margin stock (within
         the meaning of Regulation U issued by the Board of Governors of the
         Federal Reserve System), and no proceeds of any Revolving Credit
         Advance will be used to purchase or carry any margin stock or to extend
         credit to others for the purpose of purchasing or carrying any margin
         stock; and after applying the proceeds of each Revolving Credit Advance
         hereunder, margin stock (within the meaning of Regulation U issued by
         the Board of Governors of the Federal Reserve System) constitutes less
         than twenty-five percent (25%) of the value of those assets of the
         Borrower and its Subsidiaries which are subject to any limitation on
         sale or pledge, or any other restriction hereunder.

                  (n) Neither the Borrower nor any of its Subsidiaries is, or
         after the making of any Revolving Credit Advance or the application of
         the proceeds or repayment thereof, or the consummation of any of the
         other transactions contemplated hereby, will be, an "investment
         company", or an "affiliated person" of, or "promoter" or "principal
         underwriter" for, an "investment company" (within the meaning of the
         Investment Company Act of 1940, as amended).

                  (o) The Borrower is a "public utility company" and a
         "subsidiary company" of DTE Energy, which is a "holding company" as
         such terms are defined in the Public Utility Holding Company Act of
         1935, as amended (the "1935 Act"), and such "holding company" and the
         Borrower are currently exempt from the provisions of the 1935 Act
         (except Section 9 thereof).

                      ARTICLE V: COVENANTS OF THE BORROWER

                  SECTION 5.01. Affirmative Covenants. So long as any Revolving
Credit Advance shall remain unpaid or any Lender shall have any Commitment
hereunder, the Borrower will:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Subsidiaries to comply, in all material respects, with all applicable
         laws, rules, regulations and orders, such compliance to include,
         without limitation, compliance with ERISA and Environmental Laws.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all taxes, assessments and governmental charges or
         levies imposed upon it or upon its property and (ii) all lawful claims
         that, if unpaid, might by law become a Lien upon its property;
         provided, however, that neither the Borrower nor any of its
         Subsidiaries shall be required to pay or discharge any such tax,
         assessment, charge or claim that is being contested in good faith and
         by proper proceedings and as to which appropriate reserves are being


                                       28

maintained, unless and until any Lien resulting therefrom attaches to its
property and becomes enforceable against its other creditors.

         (c) Maintenance of Insurance. Maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks as is usually
carried by companies engaged in similar businesses and owning similar properties
(including customary self-insurance) in the same general areas in which the
Borrower or such Subsidiary operates.

         (d) Preservation of Corporate Existence, Etc. Preserve and maintain its
corporate existence, rights (charter and statutory) and franchises; provided,
however, that the Borrower shall not be required to preserve any right or
franchise if the Board of Directors of the Borrower or such Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Borrower and that the loss thereof is not disadvantageous in
any material respect to the Borrower or the Lenders.

         (e) Visitation Rights. At any reasonable time and from time to time,
permit the Agent or any of the Lenders or any agents or representatives thereof,
to examine and make copies of and abstracts from the records and books of
account of, and visit the properties of, the Borrower and any of the Significant
Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower
and any of the Significant Subsidiaries with any of their officers or directors
and with their independent certified public accountants.

         (f) Keeping of Books. Keep, and cause each of its Significant
Subsidiaries to keep, proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Borrower and each such Subsidiary in accordance with generally
accepted accounting principles in effect from time to time.

         (g) Maintenance of Properties, Etc. Subject to clause (d) above,
maintain and preserve, and cause each of its Significant Subsidiaries to
maintain and preserve, all of their respective properties that are used or
useful in the conduct of their respective businesses in good working order and
condition, ordinary wear and tear excepted.

         (h) Reporting Requirements. Furnish to the Lenders:

                  (i) as soon as available and in any event within 45 days after
         the end of each of the first three quarters of each fiscal year of the
         Borrower, Consolidated balance sheet of the Borrower and its
         Consolidated Subsidiaries as of the end of such quarter and
         Consolidated statements of income and cash flows of the Borrower and
         its Subsidiaries for the period commencing at the end of the previous
         fiscal year and ending with the end of such quarter;

                  (ii) as soon as available and in any event within 90 days
         after the end of each fiscal year of the Borrower, a copy of the Annual
         Report on Form 10-K for such year for the Borrower and its Consolidated
         Subsidiaries, as filed with or sent to the Securities and Exchange
         Commission, containing the Consolidated

                                       29

                  balance sheet of the Borrower and its Consolidated
                  Subsidiaries as of the end of such fiscal year and
                  Consolidated statements of income and cash flows of the
                  Borrower and its Subsidiaries for such fiscal year, in each
                  case accompanied by an opinion by Deloitte & Touche LLP or
                  other independent public accountants acceptable to the
                  Required Lenders;

                           (iii) together with the financial statements required
                  under clauses (i) or (ii) above, a compliance certificate in
                  substantially the form of Exhibit F signed by a Financial
                  Officer of the Borrower showing the then current information
                  and calculations necessary to determine (i) the Applicable
                  Margin, the Applicable Percentage and the Applicable
                  Utilization Fee Rate and compliance with this Agreement and
                  stating that no Event of Default or Default exists, or if any
                  Event of Default or Default exists, stating the nature and
                  status thereof;

                           (iv) as soon as possible and in any event within five
                  days after the occurrence of each Default continuing on the
                  date of such statement, a statement of a Financial Officer of
                  the Borrower setting forth details of such Default and the
                  action that the Borrower has taken and proposes to take with
                  respect thereto;

                           (v) as soon as possible and in any event within five
                  days after any change in the Borrower's Moody's Rating or S&P
                  Rating, notice thereof;

                           (vi) promptly after the sending or filing thereof
                  copies of all reports and registration statements that the
                  Borrower or any Subsidiary filed with the Securities and
                  Exchange Commission or any national securities exchange;

                           (vii) promptly after the commencement thereof, notice
                  of all actions and proceedings before any court, governmental
                  agency or arbitrator affecting the Borrower or any of its
                  Subsidiaries of the type described in Section 4.01(f); and

                           (viii) such other information respecting the Borrower
                  or any of its Subsidiaries as any Lender through the Agent may
                  from time to time reasonably request.

                  SECTION 5.02. Negative Covenants. At all times on and after
the Effective Date so long as any Revolving Credit Advance shall remain unpaid
or any Lender shall have any Commitment hereunder, the Borrower will not:

                  (a) Liens, Etc. Create, incur, or suffer to exist any Lien in,
                  of or on the Property of the Borrower or any of its
                  Subsidiaries, except:

                  (i) Liens for taxes, assessments or governmental charges or
                  levies on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate reserves in accordance with GAAP shall
                  have been set aside on its books;


                                       30

         (ii) Liens imposed by law, such as carriers', warehousemen's and
         mechanics' liens and other similar liens arising in the ordinary course
         of business which secure payment of obligations not more than sixty
         (60) days past due or which are being contested in good faith by
         appropriate proceedings and for which adequate reserves in accordance
         with GAAP shall have been set aside on its books;

         (iii) Liens arising out of pledges or deposits under worker's
         compensation laws, unemployment insurance, old age pensions, or other
         social security or retirement benefits, or similar legislation;

         (iv) Utility easements, building restrictions and such other
         encumbrances or charges against real property as are of a nature
         generally existing with respect to properties of a similar character
         and which do not in any material way affect the marketability of the
         same or interfere with the use thereof in the business of the Borrower
         or its Subsidiaries;

         (v) Liens described in the SEC Reports;

         (vi) Liens pursuant to the Borrower's Mortgage and Deed of Trust, dated
         as of October 1, 1924, as supplemented, as described therein;

         (vii) Liens pursuant to the Borrower's Indenture, dated as of June 30,
         1993, as supplemented, as described therein, in connection with the
         issuance of debt securities secured by mortgage bonds; and

         (viii) Liens, including, without limitation, Liens arising in
         connection with a Receivables Purchase Facility or the issuance of
         Securitization Bonds, securing Debt of the Borrower (other than Debt of
         the Borrower owed to any Subsidiary) and/or securing Debt of the
         Borrower's Subsidiaries (other than Debt of any Subsidiary owed to the
         Borrower or any other Subsidiary), in an aggregate outstanding amount
         not to exceed ten percent (10%) of the consolidated assets of the
         Borrower and its Subsidiaries at any time.

         (b) Mergers, Etc. Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to, any Person, or permit any Significant
Subsidiary to do so, except that (i) any Significant Subsidiary may merge or
consolidate with or into any other Significant Subsidiary, (ii) any Significant
Subsidiary may merge into or dispose of assets to the Borrower, and (iii) the
Borrower may merge or consolidate with (a) MichCon, so long as the Borrower
shall be the surviving entity or MichCon shall expressly assume the obligations
under this Agreement or (b) any other Person so long as the Borrower shall be
the surviving entity and has, after giving effect to such merger or
consolidation, senior unsecured Debt outstanding rated at least BBB- by S&P and
Baa3 by Moody's; provided, in each case, that no Default shall have occurred and
be continuing at the time of such proposed transaction or would result
therefrom.


                                       31

                  (c) Change in Nature of Business. Make, or permit any of its
         Significant Subsidiaries to make, any material change in the nature of
         its business as carried on the date hereof, other than as disclosed or
         contemplated in the SEC Reports.

                  (d) Accounting Changes. Make or permit, or permit any of its
         Subsidiaries to make or permit, any change in accounting policies or
         reporting practices, except as required or permitted by generally
         accepted accounting principles.


                          ARTICLE VI: EVENTS OF DEFAULT

                  SECTION 6.01. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any
         Revolving Credit Advance when the same becomes due and payable; or the
         Borrower shall fail to pay any interest on any Revolving Credit Advance
         or make any other payment of fees or other amounts payable under this
         Agreement or any Note within three Business Days after the same becomes
         due and payable; or

                  (b) Any representation or warranty made by the Borrower
         herein, by the Borrower (or any of its officers) in connection with
         this Agreement shall prove to have been incorrect in any material
         respect when made; or

                  (c) (i) The Borrower shall fail to perform or observe any
         term, covenant or agreement contained in Section 2.09(b), 5.01(d), (e)
         or (h) or 5.02, or (ii) the Borrower shall fail to perform or observe
         any other term, covenant or agreement contained in any Loan Document on
         its part to be performed or observed if such failure shall remain
         unremedied for 10 days after written notice thereof shall have been
         given to the Borrower by the Agent or any Lender; or

                  (d) The Borrower or any of its Significant Subsidiaries shall
         fail to pay any principal of or premium or interest on any Debt that is
         outstanding in a principal or notional amount of at least $25,000,000
         in the aggregate (but excluding Debt outstanding hereunder and
         Nonrecourse Debt) of the Borrower or such Significant Subsidiary (as
         the case may be), when the same becomes due and payable (whether by
         scheduled maturity, required prepayment, acceleration, demand or
         otherwise), and such failure shall continue after the applicable grace
         period, if any, specified in the agreement or instrument relating to
         such Debt; or any other event shall occur or condition shall exist
         under any agreement or instrument relating to any such Debt and shall
         continue after the applicable grace period, if any, specified in such
         agreement or instrument, if the effect of such event or condition is to
         accelerate, or to permit the acceleration of, the maturity of such
         Debt; or any such Debt shall be declared to be due and payable, or
         required to be prepaid or redeemed (other than by a regularly scheduled
         required prepayment or redemption), purchased or defeased, or an offer
         to prepay, redeem, purchase or defease such Debt shall be required to
         be made, in each case prior to the stated maturity thereof; or


                                       32

         (e) The Borrower or any of its Significant Subsidiaries shall generally
not pay its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted by or against the
Borrower or any of its Significant Subsidiaries seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee, custodian or other similar official for it or for any
substantial part of its property and, in the case of any such proceeding
instituted against it (but not instituted by it), either such proceeding shall
remain undismissed or unstayed for a period of 30 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian or
other similar official for, it or for any substantial part of its property)
shall occur; or the Borrower or any of its Significant Subsidiaries shall take
any corporate action to authorize any of the actions set forth above in this
subsection (e); or

         (f) Any judgment or order for the payment of money, individually or in
the aggregate, in excess of $25,000,000 shall be rendered against the Borrower
or any of its Significant Subsidiaries and either (i) enforcement proceedings
shall have been commenced by any creditor upon such judgment or order or (ii)
there shall be any period of 10 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

         (g) Any non-monetary judgment or order shall be rendered against the
Borrower or any of its Significant Subsidiaries that could be reasonably
expected to have a Material Adverse Effect, and there shall be any period of 10
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; or

         (h) (i) any Person or "group" (within the meaning of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended) shall either (A)
acquire beneficial ownership of more than 25% of any outstanding class of common
stock of DTE Energy having ordinary voting power in the election of directors of
DTE Energy, or (B) obtain the power (whether or not exercised) to elect a
majority of DTE Energy's directors, or (ii) DTE Energy shall at any time cease
to hold 100% of the Voting Stock of the Borrower; or

         (i) The Borrower or any of its ERISA Affiliates shall incur, or, in the
reasonable opinion of the Required Lenders, shall be reasonably likely to incur
liability in excess of $25,000,000 individually or in the aggregate as a result
of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the
partial or complete withdrawal of the Borrower or any of its ERISA Affiliates
from a Multiemployer Plan; or (iii) the reorganization or termination of a
Multiemployer Plan; or

         (j) The Borrower and its Subsidiaries, on a Consolidated basis, shall
at any time cease to:


                                       33

                           (i) Maintain a ratio of Consolidated EBITDA to cash
                  interest payable on all Debt (excluding (A) all Nonrecourse
                  Debt of the Borrower and its Subsidiaries, (B) Excluded
                  Hedging Debt and (C) the Junior Subordinated Debentures) of
                  not less than 2:1 for each twelve-month period ending on the
                  last day of September, December, March and June of each year,
                  or

                           (ii) Maintain a ratio of Consolidated Debt (excluding
                  (A) all Nonrecourse Debt of the Borrower and its Subsidiaries,
                  (B) Excluded Hedging Debt and (C) the Junior Subordinated
                  Debentures) to Capitalization of not greater than .65:1; or

                  (k) any provision of any of the Loan Documents after delivery
         thereof pursuant to Section 3.01 shall for any reason cease to be valid
         and binding on or enforceable against the Borrower, or the Borrower
         shall so state in writing;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Revolving Credit Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the request, or
may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Revolving Credit Advances, all interest thereon and all other
amounts payable under this Agreement to be forthwith due and payable, whereupon
the Revolving Credit Advances, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided, however, that in the event of an actual or deemed entry of
an order for relief with respect to the Borrower under the Federal Bankruptcy
Code, (A) the obligation of each Lender to make Revolving Credit Advances shall
automatically be terminated and (B) the Revolving Credit Advances, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower.

                             ARTICLE VII: THE AGENT

                  SECTION 7.01. Authorization and Action. Each Lender hereby
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under this Agreement as are delegated to
the Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement (including, without limitation, enforcement or collection of the
Revolving Credit Advances), the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders (or all of the Lenders to the
extent required by the terms of this Agreement), and such instructions shall be
binding upon all Lenders and all holders of Revolving Credit Advances; provided,
however, that the Agent shall not be required to take any action that exposes
the Agent to personal liability or that is contrary to this Agreement or
applicable law. The Agent agrees to give to each Lender prompt notice of each
notice given to it by the Borrower pursuant to the terms of this Agreement.


                                       34

                  SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any
of its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the payee in respect of any Revolving Credit Advance as the owner thereof until
the Agent receives and accepts an Assignment and Acceptance entered into by the
Lender that is the payee in respect of such Revolving Credit Advance, as
assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07;
(ii) may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement; (iv) shall not have any duty
to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement on the part of the Borrower or
to inspect the property (including the books and records) of the Borrower; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, any Loan Document or any other
instrument or document furnished pursuant hereto; and (vi) shall incur no
liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram or telex) believed by it to be genuine and signed or sent by the proper
party or parties.

                  SECTION 7.03. Barclays and Affiliates. With respect to its
Commitment, the Revolving Credit Advances made by it and any Note issued to it,
Barclays shall have the same rights and powers under this Agreement as any other
Lender and may exercise the same as though it were not the Agent; and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated, include
Barclays in its individual capacity. Barclays and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, the Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any such Subsidiary, all as if
Barclays were not the Agent and without any duty to account therefor to the
Lenders.

                  SECTION 7.04. Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other
Lender and based on the financial statements referred to in Section 4.01 and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

                  SECTION 7.05. Indemnification. The Lenders agree to indemnify
the Agent (to the extent not reimbursed by the Borrower), ratably according to
the respective principal amounts of their respective Revolving Credit Advances
(or if no Revolving Credit Advances are at the time outstanding or if any
Revolving Credit Advances are owing to Persons


                                       35

that are not Lenders, ratably according to the respective amounts of their
Commitments), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against the Agent in any way relating to or arising out of any Loan
Document or any action taken or omitted by the Agent under any Loan Document,
provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
the Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including counsel fees) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, any Loan
Document, to the extent that the Agent is not reimbursed for such expenses by
the Borrower.

                  SECTION 7.06. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

                           ARTICLE VIII: MISCELLANEOUS

                  SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes, nor consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders, do any of the following: (a)
waive any of the conditions specified in Section 3.01, (b) increase the
Commitments of the Lenders or subject the Lenders to any additional obligations,
(c) reduce the principal of, or interest on, the Revolving Credit Advances or
any fees or other amounts payable hereunder, (d) except as provided in Section
2.16, postpone any date fixed for any payment of principal of, or interest on,
the Revolving Credit Advances or any fees or other amounts payable hereunder,
(e) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Revolving Credit Advances, or the number of Lenders,
that shall be required for the Lenders or any of them to take any action
hereunder or (f) amend this Section 8.01; and provided further that no


                                       36

amendment, waiver or consent shall, unless in writing
and signed by the Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Agent under this Agreement or any
Note.

                  SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered, if to the Borrower, at its address at 2000 2nd Avenue, Detroit, MI
48226, Attention: Treasurer; if to any Initial Lender, at its Domestic Lending
Office specified opposite its name on Schedule I hereto; if to any other Lender,
at its Domestic Lending Office specified in the Assignment and Acceptance
pursuant to which it became a Lender; and if to the Agent, at its address at 222
Broadway, New York, NY 10038, Attention: Jeff Pannullo; or, as to the Borrower
or the Agent, at such other address as shall be designated by such party in a
written notice to the other parties and, as to each other party, at such other
address as shall be designated by such party in a written notice to the Borrower
and the Agent. All such notices and communications shall, when mailed,
telecopied, telegraphed or telexed, be effective when deposited in the mails,
telecopied, delivered to the telegraph company or confirmed by telex answerback,
respectively, except that notices and communications to the Agent pursuant to
Article II, III or VII shall not be effective until received by the Agent.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
any provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof.

                  SECTION 8.03. No Waiver; Remedies. No failure on the part of
any Lender or the Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                  SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to
pay on demand, upon presentation of a statement of account and absent manifest
error, all reasonable costs and reasonable expenses of the Agent in connection
with the preparation, execution, delivery, administration, modification and
amendment of this Agreement, the Notes, each other Loan Document and the other
documents to be delivered hereunder and thereunder, including, without
limitation, (A) all due diligence, syndication (including printing, distribution
and bank meetings), transportation, computer, duplication, appraisal,
consultant, and audit expenses and (B) the reasonable fees and reasonable
expenses of counsel for the Agent with respect thereto and with respect to
advising the Agent as to its rights and responsibilities under the Loan
Documents. The Borrower further agrees to pay on demand all reasonable costs and
reasonable expenses of the Agent and the Lenders, if any (including, without
limitation, reasonable internal and external counsel fees and expenses, provided
such fees and expenses are not duplicative), in connection with the "workout",
restructuring or enforcement (whether through negotiations, legal proceedings or
otherwise) of this Agreement, the Notes and the other documents to be delivered
hereunder, including, without limitation, reasonable fees and expenses of
counsel for the Agent and each Lender in connection with the enforcement of
rights under this Section 8.04(a).


                                       37

         (b) The Borrower agrees to indemnify, to the extent legally
permissible, and hold harmless the Agent and each Lender and each of their
Affiliates and their officers, directors, employees, agents and advisors (each,
an "Indemnified Party") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of, or in connection with the preparation for a defense of, any
investigation, litigation or proceeding arising out of, related to or in
connection with (i) the Notes, this Agreement, the other Loan Documents any of
the transactions contemplated herein or therein or the actual or proposed use of
the proceeds of the Revolving Credit Advances or (ii) the actual or alleged
presence of Hazardous Materials on any property of the Borrower or any of its
Subsidiaries or any Environmental Action relating in any way to the Borrower or
any of its Subsidiaries, in each case whether or not such investigation,
litigation or proceeding is brought by the Borrower, its directors, shareholders
or creditors or an Indemnified Party or any other Person or any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated, except to the extent such claim, damage,
loss, liability or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct. The Borrower also agrees not to assert
any claim against the Agent, any Lender, any of their Affiliates, or any of
their respective directors, officers, employees, attorneys and agents, on any
theory of liability, for special, indirect, consequential or punitive damages
arising out of or otherwise relating to the Notes, this Agreement, the other
Loan Documents any of the transactions contemplated herein or therein or the
actual or proposed use of the proceeds of the Revolving Credit Advances.

         (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender other
than on the last day of the Interest Period for such Revolving Credit Advance,
as a result of a payment or Conversion pursuant to Section 2.07(d) or (e), 2.09
or 2.11, acceleration of the maturity of the Revolving Credit Advances pursuant
to Section 6.01, or for any other reason, the Borrower shall, upon demand by
such Lender (with a copy of such demand to the Agent), pay to the Agent for the
account of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses that it may reasonably incur as a result of
such payment or Conversion, including, without limitation, any loss (including
loss of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by any Lender to
fund or maintain such Revolving Credit Advance.

         (d) Without prejudice to the survival of any o ther agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.10, 2.13 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

                  SECTION 8.05. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Agent to declare the Revolving Credit Advances due and payable pursuant to
the provisions of Section 6.01, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand,


                                       38

provisional or final) at any time held and other indebtedness at any time owing
by such Lender or such Affiliate to or for the credit or the account of the
Borrower against any and all of the obligations of the Borrower now or hereafter
existing under the Loan Documents and any Note held by such Lender, whether or
not such Lender shall have made any demand under this Agreement or such Note and
although such obligations may be unmatured. Each Lender agrees promptly to
notify the Borrower after any such set-off and application, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and its Affiliates under this Section are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender and its Affiliates may have.

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective (other than Section 2.01, which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrower and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Agent and each Lender and their respective successors and assigns,
except that the Borrower shall not have the right to assign its rights hereunder
or any interest herein without the prior written consent of the Lenders to any
Person.

                  SECTION 8.07. Assignments, Designations and Participations.
(a) Each Lender may, with the prior consent of the Agent (which consent shall
not be unreasonably withheld) and (for so long as no Default has occurred and is
continuing) the Borrower (which consent shall not be unreasonably withheld)
assign to one or more Persons all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment, the Revolving Credit Advances owed to it and any Note or Notes held
by it); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of all rights and obligations under this
Agreement, (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of the
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, and (iv) the parties to each such assignment
shall execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Note subject to such
assignment and a processing and recordation fee of $3,000. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, (x) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (y) the Lender assignor thereunder shall,
to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto).


                                       39

         (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of, or the perfection or priority of any lien or security interest created
or purported to be created under or in connection with, this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under this Agreement or any
other instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the financial statements referred to in Section 4.01 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Agent, such assigning Lender or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under this Agreement as are delegated to the Agent by the terms hereof, together
with such powers and discretion as are reasonably incidental thereto; and (vii)
such assignee agrees that it will perform in accordance with their terms all of
the obligations that by the terms of this Agreement are required to be performed
by it as a Lender.

         (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Note or Notes subject to such assignment, the Agent shall, if
such Assignment and Acceptance has been completed and is in substantially the
form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower. Within five Business Days after the Borrower's receipt
of such notice, if requested by the applicable Lender, the Borrower, at its own
expense, shall execute and deliver to the Agent in exchange for the surrendered
Note a new Note to the order of such Eligible Assignee in an amount equal to the
Commitment assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained a Commitment hereunder, if requested by such
assigning Lender, a new Note to the order of the assigning Lender in an amount
equal to the Commitment retained by it hereunder. Such new Note or Notes shall
be in an aggregate principal amount equal to the aggregate principal amount of
such surrendered Note or Notes, shall be dated the effective date of such
Assignment and Acceptance and shall otherwise be in substantially the form of
Exhibit A hereto.

         (d) The Agent shall maintain at its address referred to in Section 8.02
a copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses and Commitment of, and
principal amount of Revolving Credit Advances owing to, each Lender from time to
time (the "Register"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the Agent and
the Lenders may treat each Person whose name is recorded in the Register as a
Lender


                                       40

hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice.

         (e) Each Lender may sell participations to one or more banks or other
entities (other than the Borrower or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Revolving Credit Advances
owing to it and any Note or Notes held by it); provided, however, that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) such Lender shall remain the owner of such Revolving
Credit Advances for all purposes of this Agreement, (iv) the Borrower, the Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement and (v) no participant under any such participation shall have any
right to approve any amendment or waiver of any provision of this Agreement or
any Note, or any consent to any departure by the Borrower therefrom, except to
the extent that such amendment, waiver or consent would (A) reduce the principal
of, or interest on, the Revolving Credit Advances or any fees or other amounts
payable hereunder, or (B) increase the Commitments, in each case to the extent
subject to such participation, or postpone any date fixed for any payment of
principal of, or interest on, the Revolving Credit Advances or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation. Each participant shall be entitled to the benefits of Sections
2.10, 2.11 and 2.13 to the same extent as if it were a Lender and had acquired
its interest under this Agreement by an assignment made pursuant to this Section
8.07, provided, however, that in no event shall the Borrower be obligated to
make any payment with respect to such Sections that is greater than the amount
that the Borrower would have otherwise made had no participations been sold
under this Section 8.07(e).

         (f) Any Lender may, in connection with any assignment, designation or
participation or proposed assignment, designation or participation pursuant to
this Section 8.07, disclose to the assignee, designee or participant or proposed
assignee, designee or participant, any information relating to the Borrower
furnished to such Lender by or on behalf of the Borrower; provided that, prior
to any such disclosure, the assignee, designee or participant or proposed
assignee, designee or participant shall agree to preserve the confidentiality of
any Confidential Information relating to the Borrower received by it from such
Lender.

         (g) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time (i) create a security interest in all or a portion of
its rights under this Agreement (including, without limitation, the Revolving
Credit Advances owing to it and the Note or Notes held by it) in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board of Governors
of the Federal Reserve System or (ii) with notice to the Agent and the Borrower,
assign all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the
Revolving Credit Advances owed to it and the Note or Notes held by it) to any of
its Affiliates.

         (h) Notwithstanding anything to the contrary contained herein, any
Lender (a "DESIGNATING LENDER") may grant to one or more special purpose funding
vehicles (each an


                                       41

"SPV"), identified as such in writing from time to time by the Designating
Lender to the Agent and the Borrower, the option to provide to the Borrower all
or any part of any Revolving Credit Advance that such Designating Lender would
otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPV to
make any Revolving Credit Advance, (ii) if an SPV elects not to exercise such
option or otherwise fails to provide all or any part of such Revolving Credit
Advance, the Designating Lender shall be obligated to make such Revolving Credit
Advance pursuant to the terms hereof, (iii) the Designating Lender shall remain
liable for any indemnity or other payment obligation with respect to its
Commitment hereunder and (iv) no SPV or Designating Lender shall be entitled to
receive any greater amount under this Agreement than the Designating Lender
would have been entitled to receive had the Designating Lender not otherwise
granted such SPV the option to provide any Revolving Credit Advance to the
Borrower. The making of a Revolving Credit Advance by an SPV hereunder shall
utilize the Commitment of the Designating Lender to the same extent, and as if,
such Revolving Credit Advance were made by such Designating Lender.

         (i) Each party hereto hereby acknowledges and agrees that no SPV shall
have the rights of a Lender hereunder, such rights being retained by the
applicable Designating Lender. Accordingly, and without limiting the foregoing,
each party hereby further acknowledges and agrees that no SPV shall have any
voting rights hereunder and that the voting rights attributable to any Revolving
Credit Advance made by an SPV shall be exercised only by the relevant
Designating Lender and that each Designating Lender shall serve as the
administrative agent and attorney-in-fact for its SPV and shall on behalf of its
SPV receive any and all payments made for the benefit of such SPV and take all
actions hereunder to the extent, if any, such SPV shall have any rights
hereunder. No additional Note shall be required to evidence the Revolving Credit
Advances or portion thereof made by an SPV; and the related Designating Lender
shall be deemed to hold its Note or Notes, if any, as administrative agent for
such SPV to the extent of the Revolving Credit Advances or portion thereof
funded by such SPV. In addition, any payments for the account of any SPV shall
be paid to its Designating Lender as administrative agent for such SPV.

         (j) Each party hereto hereby agrees that no SPV shall be liable for any
indemnity or payment under this Agreement for which a Lender would otherwise be
liable so long as, and to the extent that, the related Designating Lender
provides such indemnity or makes such payment; provided, with respect to such
agreement by the Borrower that the related Designating Lender shall not be in
breach of its obligation to make Revolving Credit Advances to the Borrower
hereunder. In furtherance of the foregoing, each party hereto hereby agrees
(which agreements shall survive the termination of this Agreement) that prior to
the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPV, it will
not institute against, or join any other person in instituting against, such SPV
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof; provided,
with respect to such agreement by the Borrower that the related Designating
Lender shall not be in breach of its obligation to make Revolving Credit
Advances to the Borrower hereunder. Notwithstanding the foregoing, the
Designating Lender unconditionally agrees to indemnify the Borrower, the Agent
and each Lender against all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be incurred by or


                                       42

asserted against the Borrower, the Agent or such Lender, as the case may be,
in any way relating to or arising as a consequence of any such forbearance or
delay in the initiation of any such proceeding against its SPV.

         (k) In addition, notwithstanding anything to the contrary contained in
subsection 8.07(h), (i), (j) or (k) or otherwise in this Agreement, any SPV may
(i) at any time and without paying any processing fee therefor, assign or
participate all or a portion of its interest in any Revolving Credit Advances to
the Designating Lender or to any financial institutions providing liquidity
and/or credit support to or for the account of such SPV to support the funding
or maintenance of Revolving Credit Advances and (ii) disclose on a confidential
basis any non- public information relating to its Revolving Credit Advances to
any rating agency, commercial paper dealer or provider of any surety, guarantee
or credit or liquidity enhancements to such SPV. Subsection 8.07(h), (i), (j) or
(k) may not be amended without the written consent of any Designating Lender
affected thereby.

                  SECTION 8.08. Confidentiality. Neither the Agent nor any
Lender shall disclose any Confidential Information to any other Person without
the consent of the Borrower, other than (a) to the Agent's or such Lender's
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 8.07(f), to actual or prospective assignees and
participants, and then only on a confidential basis, (b) as required by any law,
rule or regulation or judicial process, (c) to any rating agency when required
by it, provided that, prior to any such disclosure, such rating agency shall
undertake to preserve the confidentiality of any Confidential Information
relating to the Borrower received by it from such Lender and (d) as requested or
required by any state, federal or foreign authority or examiner regulating banks
or banking.

                  SECTION 8.09. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 8.10. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 8.11. Jurisdiction, Etc. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Notes, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by


                                       43

law. Nothing in this Agreement shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Agreement or
the Notes in the courts of any jurisdiction.

         (b) Each of the parties hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the Notes in any New
York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

                  SECTION 8.12. Waiver of Jury Trial. Each of the Borrower, the
Agent and the Lenders hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions of the Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.

                      REMAINDER OF PAGE INTENTIONALLY BLANK


                                       44


             IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                     THE DETROIT EDISON COMPANY


                                     By: /s/ N.A. Khouri
                                         -----------------------------------
                                         Name: N.A. Khouri
                                         Title: Vice President and Treasurer





























                                        Lenders



                                        BARCLAYS BANK PLC, Individually and as
                                        Administrative Agent


                                        By: /s/ Sydney G. Dennis
                                            ___________________________________
                                            Name:  Sydney G. Dennis
                                            Title: Director


                                        SALOMON SMITH BARNEY INC., as
                                        Co-Syndication Agent


                                        By: /s/ Anita J. Brickell
                                            ____________________________________
                                            Name: Anita J. Brickell
                                            Title: Attorney-in-Fact


                                        BANC ONE CAPITAL MARKETS, INC., as
                                        Co-Syndication Agent


                                        By: /s/ Brian J. Zimmer
                                            ____________________________________
                                            Name: Brian J. Zimmer
                                            Title: Director


                                        CITIBANK, N.A., as a Lender


                                        By: /s/ Dhaya Ranganathan
                                            ____________________________________
                                            Name: Dhaya Ranganathan
                                            Title: Vice President










                                   BANK ONE, NA (MAIN OFFICE-
                                   CHICAGO), as a Lender


                                   By: /s/ Dawn M. Lawler
                                      ------------------------
                                      Name:  DAWN M. LAWLER
                                      Title: Vice President



                                   THE BANK OF NOVA SCOTIA, as a Lender


                                   By: /s/ N. Bell
                                      ------------------------
                                      Name:  N. BELL
                                      Title: Assistant Agent



                                   KEY BANK NATIONAL ASSOCIATION, as a
                                   Lender


                                   By: /s/ Sherrie I. Manson
                                      ------------------------
                                      Name:  Sherrie I. Manson
                                      Title: Vice President



                                   THE BANK OF NEW YORK, as a Lender


                                   By: /s/ Cynthia D. Howells
                                       -----------------------------
                                       Name:  Cynthia D. Howells
                                       Title: Assistant Vice President



                                   COMERICA BANK, as a Lender

                                   By: /s/ David C. Bird
                                       ----------------------------------
                                       Name:  David C. Bird
                                       Title: Vice President



                                   CREDIT SUISSE FIRST BOSTON, as a Lender

                                   By: /s/ Jay Chall
                                       ----------------------------------
                                       Name:  Jay Chall
                                       Title: Director


                                   By: /s/ Jeffrey Bernstein
                                       ----------------------------------
                                       Name:  Jeffrey Bernstein
                                       Title: Vice President




                                   THE CHASE MANHATTAN BANK, as a
                                   Lender


                                   By: /s/ Peter M. Ling
                                      ------------------------
                                      Name:  Peter M. Ling
                                      Title: Vice President





                                   THE INDUSTRIAL BANK OF JAPAN,
                                   LIMITED, as a Lender


                                   By: /s/ Masashi Sakai
                                      ------------------------
                                      Name:  Masashi Sakai
                                      Title: General Manager



                                   THE FUJI BANK, LIMITED, as a Lender


                                   By: /s/ Peter L. Chinnici
                                      ---------------------------
                                      Name:  Peter L. Chinnici
                                      Title: Senior Vice President & Group Head








                                   THE DAI-ICHI KANGYO BANK, LTD., as a Lender


                                   By: /s/ Novuyasu Fukatsu
                                      ------------------------
                                      Name:  Novuyasu Fukatsu
                                      Title: General Manager


                                   UNION BANK OF CALIFORNIA, N.A., as a
                                   Lender


                                   By: /s/ Robert J. Olson
                                      ------------------------
                                      Name:  Robert J. Olson
                                      Title: Vice President


                                   UBS AG, STAMFORD BRANCH, as a Lender


                                   By: /s/ Wilfred V. Saint
                                      ------------------------
                                      Name:  Wilfred V. Saint
                                      Title: Associate Director
                                             Banking Products
                                             Services, US


                                   By: /s/ Susan Brunner
                                      ------------------------
                                      Name:  Susan Brunner
                                      Title: Associate Director
                                             Banking Products Services, US


                                   BAYERISCHE LANDESBANK
                                   GIROZENTRALE, CAYMAN ISLANDS
                                   BRANCH, as a Lender


                                   By: /s/ Paul Szczepanski
                                      ------------------------
                                      Name:  Paul Szczepanski
                                      Title: Vice President


                                   By: /s/ Hareward Drummond
                                      ------------------------
                                      Name:  Hareward Drummond
                                      Title: Senior Vice President


                                   MELLON BANK, N.A., as a Lender


                                   By: /s/ Richard A. Matthews
                                      ------------------------
                                      Name:  Richard A. Matthews
                                      Title: First Vice President




                                   SOCIETE GENERALE, as a Lender


                                   By: /s/ Michael O. Lincoln
                                      -------------------------------------
                                      Name:  MICHAEL O. LINCOLN
                                      Title: DIRECTOR



                                   COBANK, ACB, as a Lender



                                   By: /s/ Teresa L. Fountain
                                       ------------------------------------
                                       Name:  Teresa L. Fountain
                                       Title: Assistant Corporate Secretary




                                   CREDIT LYONNAIS NEW YORK BRANCH,
                                   as a Lender


                                   By: /s/ Bernard Weymuller
                                       ------------------------------------
                                       Name:  Bernard Weymuller
                                       Title: Senior Vice President



                                   BANK HAPOALIM B.M., as a Lender



                                   By: /s/ Marc Bosc
                                       ------------------------------------
                                       Name:  Marc Bosc
                                       Title: Vice President




                                   By: /s/ Conrad Wagner
                                       ------------------------------------
                                       Name:  Conrad Wagner
                                       Title: First Vice President




                                   FIFTH THIRD BANK, EASTERN
                                   MICHIGAN, as a Lender

                                   By: /s/ Michael E. Dolson
                                       ------------------------------------
                                       Name:  Michael E. Dolson
                                       Title: Vice President









                                        ARAB BANKING CORPORATION, as a
                                        Lender

                                        By: /s/ Grant E. McDonald
                                            ----------------------------------
                                            Name:  Grant E. McDonald
                                            Title: Vice President



                                        STANDARD FEDERAL BANK, N.A., as a
                                        Lender

                                        By: /s/ Richard C. Northrup, III
                                            ----------------------------------
                                            Name:  Richard C. Northrup, III
                                            Title: Vice President



                                        THE NORTHERN TRUST COMPANY, as a
                                        Lender

                                        By: /s/ Roger McDougal
                                            ----------------------------------
                                            Name:  Roger McDougal
                                            Title: Second Vice President



                                        FIRST INDEPENDENCE NATIONAL BANK,
                                        OF DETROIT, as a Lender

                                        By: /s/ Barbara W. Worden
                                            ----------------------------------
                                            Name:  Barbara W. Worden
                                            Title: Senior Vice President




                                   SCHEDULE I

                                                      THE DETROIT EDISON COMPANY
                                                      APPLICABLE LENDING OFFICES



NAME OF INITIAL LENDER          DOMESTIC LENDING OFFICE          EURODOLLAR LENDING OFFICE      COMMITMENT
- ----------------------          -----------------------          -------------------------      ----------
                                                                                       
Citibank, N.A.                  388 Greenwich Street             Same as Domestic Lending       $24,642,857.12
                                21st Floor                       Office
                                New York, NY 10003
                                Attention: Dhaya Ransanathan
                                Telecopier: (212) 816-8098

Bank One, NA                    One Bank One Plaza               Same as Domestic Lending       $24,642,857.12
                                Suite 0634                       Office
                                Chicago, IL 60670
                                Attention: Gloria Steinbrenner
                                Telecopier: (312) 732-4840

Barclays Bank PLC               222 Broadway                     222 Broadway                   $24,642,857.14
                                New York, NY 10038               New York, NY    10038
                                Attention: Jeff Pannullo         Attention:  Jeff Pannullo
                                Telecopier: (212) 412-5306       Telecopier: (212) 412-5306

The Bank of Nova Scotia         600 Peachtree Street NE          Same as Domestic Lending       $17,357,142.86
                                Suite 2700                       Office
                                Atlanta, GA 30308
                                Attention: Mystro Whatley
                                Telecopier: (404) 888-8998

Key Bank National               127 Public Square                Same as Domestic Lending       $17,357,142.86
Association                     Cleveland, OH 44114              Office
                                Attention: Laura Binkley
                                Telecopier: (216)689-4981

The Bank of New York            One Wall Street                  Same as Domestic Lending       $17,357,142.86
                                New York, NY 10286               Office
                                Attention: Kathy D'Elena
                                Telecopier: (212) 635-7923

Comerica Bank                   500 Woodward Avenue              Same as Domestic Lending       $17,357,142.86
                                MC 3268                          Office
                                Detroit, MI 48226
                                Attention: David C. Bird
                                Telecopier: (313) 222-9514

Credit Suisse First Boston      11 Madison Avenue                Same as Domestic Lending       $17,357,142.86
                                New York, NY 10010               Office
                                Attention: Andrea Shkane
                                Telecopier: (212) 325-8309

The Chase Manhattan             270 Park Avenue                  Same as Domestic Lending       $17,357,142.86
Bank                            23rd Floor                       Office
                                New York, NY 10017
                                Attention: Lynette Lang
                                Telecopier: (212) 552-5777

The Fuji Bank, Limited          c/o Fuji Bank NJ Data Center     Same as Domestic Lending       $5,554,285.71
                                95 Christopher Columbus Dr.      Office
                                Jersey City, NJ 07302
                                Attention: Tina Catapeno
                                Telecopier: (201) 432-6803







NAME OF INITIAL LENDER         DOMESTIC LENDING OFFICE           EURODOLLAR LENDING OFFICE        COMMITMENT
- ----------------------         -----------------------           -------------------------        ----------
                                                                                         
The Dai-Ichi Kangyo            95 Christopher Columbus Dr.       Same as Domestic Lending         $5,554,285.72
Bank, Ltd.                     Jersey City, NJ 07302             Office
                               Attention: Lending Desk
                               Telecopier: (201) 432-6803

The Industrial Bank of         The Industrial Bank of Japan,     Same as Domestic Lending         $6,248,571.43
Japan, Limited                 Limited                           Office
                               New York Branch
                               1251 Avenue of the Americas
                               New York, NY 10020-1104
                               Attention: Lydia Mistretta
                               Telecopier: (212) 282-4480

Union Bank of California,      Energy Capital Services           Same as Domestic Lending         $17,357,142.86
N.A.                           445 S. Figueroa Street, 15th      Office
                               Floor
                               Los Angeles, CA 90017
                               Attention: Dennis Blank
                               Telecopier: (213) 236-4096

UBS AG, Stamford               577 Washington Boulevard          Same as Domestic Lending         $15,107,142.86
Branch                         Stamford, CT 06901                Office
                               Attention: Denise Conzo
                               Telecopier: (203) 719-3853

Bayerische Landesbank          560 Lexington Avenue              Same as Domestic Lending         $11,785,714.29
Girozentrale, Cayman           17th Floor                        Office
Islands Branch                 New York, NY 10022
                               Attention: Sean O'Sullivan
                               Telecopier: (212) 310-9868

Mellon Bank, N.A.              3 Mellon Center - Room 1203       Same as Domestic Lending         $11,785,714.29
                               Pittsburgh, PA 15259              Office
                               Attention: Brenda Leiersapf
                               Telecopier: (412) 209-6146

Societe Generale               1221 Avenue of the Americas       Same as Domestic Lending         $ 8,571,428.57
                               New York, NY 10020                Office
                               Attention: Gede Antara and/or
                               Soo Lee
                               Telecopier: (212) 278-7343

CoBank, ACB                    5500 South Quebec Street          Same as Domestic Lending         $ 8,571,428.57
                               Greenwood Village, CO 80111       Office
                               Attention: Darla Moran
                               Telecopier: (303) 740-4021

Credit Lyonnais New            1301 Avenue of the Americas       Same as Domestic Lending         $ 8,571,428.57
York Branch                    New York, NY 10019                Office
                               Attention: Bindu Menon
                               Telecopier: (917) 849-5540

Bank Hapoalim B.M.             1177 Avenue of the Americas       Same as Domestic Lending         $ 5,357,142.86
                               New York, NY 10036                Office
                               Attention: Marc Bosc
                               Telecopier: (212) 782-2382

Fifth Third Bank, Eastern      c/o Madisonville Operations       Same as Domestic Lending         $ 4,285,714.29
Michigan                       Center                            Office
                               MD 1M0C2B
                               Cincinnati, OH 45263-5300
                               Attention: Gina Schmidt
                               Telecopier: (513) 358-0221



                                        2




NAME OF INITIAL LENDER         DOMESTIC LENDING OFFICE           EURODOLLAR LENDING OFFICE        COMMITMENT
- ----------------------         -----------------------           -------------------------        ----------
                                                                                         
Arab Banking Corporation        277 Park Avenue                  Same as Domestic Lending         $ 4,285,714.29
                                32nd Floor                       Office
                                New York, NY 10172
                                Attention: R. Hassan
                                Telecopier: (212) 583-0932

Standard Federal Bank,          2600 W. Big Beaver               Same as Domestic Lending         $ 4,285,714.29
N.A.                            Troy, MI 48084                   Office
                                Attention: Yvonne Hicks
                                Telecopier: (248) 637-5003

The Northern Trust              50 S. LaSalle Street             Same as Domestic Lending         $ 4,285,714.29
Company                         Chicago, IL 60675                Office
                                Attention: Funding Contact
                                Telecopier: (312) 444-5055

First Independence Bank         44 Michigan Avenue               Same as Domestic Lending         $   321,428.57
of Detroit                      Detroit, MI 48226                Office
                                Attention: Barbara W. Worden
                                Telecopier: (313) 256-8444

Total:                                                                                            $300,000,000



                                        3



                                PRICING SCHEDULE



                      LEVEL I           LEVEL II           LEVEL III           LEVEL IV           LEVEL V
                      STATUS             STATUS              STATUS             STATUS             STATUS
                      ------             ------              ------             ------             ------
                                                                                   
Applicable            0.125%            0.150%             0.175%              0.250%             0.400%
Percentage

Applicable            0.425%            0.600%             0.700%              0.800%             1.200%
Margin
(Eurodollar
Rate)

Applicable            0.125%            0.125%             0.125%              0.125%             0.250%
Utilization
Fee

Applicable            0.0%              0.0%               0.0%                0.0%               0.0%
Margin
(Base Rate)


                  For the purposes of this Schedule, the following terms have
the following meanings, subject to the final paragraph of this Schedule:

                  "Level I Status" exists at any date if, on such date, the
Borrower's Moody's Rating is A3 or better or the Borrower's S&P Rating is A- or
better.

                  "Level II Status" exists at any date if, on such date, (i) the
Borrower has not qualified for Level I Status and (ii) the Borrower's Moody's
Rating is Baa1 or better or the Borrower's S&P Rating is BBB+ or better.

                  "Level III Status" exists at any date if, on such date, (i)
the Borrower has not qualified for Level I Status or Level II Status and (ii)
the Borrower's Moody's Rating is Baa2 or better or the Borrower's S&P Rating is
BBB or better.

                  "Level IV Status" exists at any date if, on such date, (i) the
Borrower has not qualified for Level I Status, Level II Status or Level III
Status and (ii) the Borrower's Moody's Rating is Baa3 or better or the
Borrower's S&P Rating is BBB- or better.

                  "Level V Status" exists at any date if, on such date, the
Borrower has not qualified for Level I Status, Level II Status, Level III or
Level IV Status.

                  "Moody's Rating" means, at any time, the rating issued by
Moody's and then in effect with respect to the Borrower's senior unsecured
long-term debt securities without third-party credit enhancement.

                  "S&P Rating" means, at any time, the rating issued by S&P and
then in effect with respect to the Borrower's senior unsecured long-term debt
securities without third-party credit enhancement.



                                       4


                  "Status" means Level I Status, Level II Status, Level III
Status, Level IV Status or Level V Status.

                  The Applicable Margin, Applicable Utilization Fee and
Applicable Percentage shall be determined in accordance with the foregoing table
based on the Borrower's Status as determined from its then-current Moody's
Rating and S&P Rating. The credit rating in effect on any date for the purposes
of this Schedule is that in effect at the close of business on such date. If at
any time the Borrower does not have both a Moody's Rating and an S&P Rating,
Level V Status shall exist.

                  In the event that a split occurs between the two ratings, then
the Status corresponding to the lower of the two ratings shall apply. However,
if the split is greater than one level, then the pricing shall be based upon the
Status one level above the Status corresponding to the lower of the two ratings.



                                        5



                                                             EXHIBIT A - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE

U.S.$_______________                               Dated:  _______________, 2001


                  FOR VALUE RECEIVED, the undersigned, THE DETROIT EDISON
COMPANY, a Michigan corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of _________________________ (the "Lender") for the account of its
Applicable Lending Office on the Revolver Termination Date (each as defined in
the Credit Agreement referred to below), the principal sum of U.S.$[amount of
the Lender's Commitment in figures] or, if less, the aggregate principal amount
of the Revolving Credit Advances made by the Lender to the Borrower pursuant to
the Credit Agreement dated as of November 7, 2001 (as amended or modified from
time to time, the "Credit Agreement"; the terms defined therein being used
herein as therein defined) among the Borrower, the Lender and certain other
lenders parties thereto, and Barclays Bank PLC, as Agent for the Lender and such
other lenders outstanding on the Revolver Termination Date.

                  The Borrower promises to pay interest on the unpaid principal
amount of each Revolving Credit Advance from the date of such Revolving Credit
Advance until such principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Credit Agreement.

                  Both principal and interest are payable in lawful money of the
United States of America to Barclays Bank PLC, as Agent, at 222 Broadway, New
York, NY, 10038, Account No. 050-019104, Attention: Jeff Pannullo, in same day
funds. Each Revolving Credit Advance owing to the Lender by the Borrower
pursuant to the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Lender and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Promissory Note.

                  This Promissory Note is one of the Notes referred to in, and
is entitled to the benefits of, the Credit Agreement. The Credit Agreement,
among other things, (i) provides for the making of Revolving Credit Advances by
the Lender to the Borrower from time to time in an aggregate amount not to
exceed at any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of the Borrower resulting from each such Revolving Credit Advance
being evidenced by this Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

                                            THE DETROIT EDISON COMPANY


                                            By________________________________
                                               Title:

                                        6


                       ADVANCES AND PAYMENTS OF PRINCIPAL



DATE             AMOUNT OF                AMOUNT OF PRINCIPAL                UNPAID                 NOTATION
                  ADVANCE                   PAID OR PREPAID                 PRINCIPAL                MADE BY
                                                                             BALANCE
                                                                                        
- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------



                                       7


                                                   EXHIBIT B - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING

Barclays Bank PLC, as Agent for the Lenders parties
   to the Credit Agreement referred to below
222 Broadway
New York, NY  10038

Attention:  Jeff Pannullo            [Date]

Ladies and Gentlemen:

                  The undersigned, THE DETROIT EDISON COMPANY, refers to the
Credit Agreement, dated as of November 7, 2001 (as amended or modified from time
to time, the "Credit Agreement"; the terms defined therein being used herein as
therein defined), among the undersigned, certain Lenders parties thereto and
Barclays Bank PLC, as Agent for said Lenders, and hereby gives you notice,
irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such Borrowing (the
"Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement:

                  (i) The Business Day of the Proposed Borrowing is
         _______________, ____.

                  (ii) The Type of Advances comprising the Proposed Borrowing is
         [Base Rate Advances] [Eurodollar Rate Advances].

                  (iii) The aggregate amount of the Proposed Borrowing is
         $_______________.

                  [(iv) The initial Interest Period for each Eurodollar Rate
         Advance made as part of the Proposed Borrowing is _____ month[s].]

                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Borrowing:

                  (A) the representations and warranties contained in Section
         4.01 of the Credit Agreement are correct, before and after giving
         effect to the Proposed Borrowing and to the application of the proceeds
         therefrom, as though made on and as of such date; and

                  (B) no event has occurred and is continuing, or would result
         from such Proposed Borrowing or from the application of the proceeds
         therefrom, that constitutes a Default.

                                      Very truly yours,

                                                  THE DETROIT EDISON COMPANY


                                             By________________________________



                                       8


                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Credit Agreement dated as of November
7, 2001 (as amended or modified from time to time, the "Credit Agreement") among
The Detroit Edison Company, a Michigan corporation (the "Borrower"), the Lenders
(as defined in the Credit Agreement) and Barclays Bank PLC, as agent for the
Lenders (the "Agent"). Terms defined in the Credit Agreement are used herein
with the same meaning.

                  The "Assignor" and the "Assignee" referred to on Schedule I
hereto agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee, and
the Assignee hereby purchases and assumes from the Assignor, an interest in and
to the Assignor's rights and obligations under the Credit Agreement as of the
date hereof equal to the percentage interest specified on Schedule 1 hereto of
all outstanding rights and obligations under the Credit Agreement. After giving
effect to such sale and assignment, the Assignee's Commitment and the amount of
the Revolving Credit Advances owing to the Assignee will be as set forth on
Schedule 1 hereto.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of
any of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; and (iv) attaches the Note held by the
Assignor, if any, and requests that the Agent exchange such Note for a new Note
payable to the order of the Assignee in an amount equal to the Commitment
assumed by the Assignee pursuant hereto or new Notes payable to the order of the
Assignee in an amount equal to the Commitment assumed by the Assignee pursuant
hereto and the Assignor in an amount equal to the Commitment retained by the
Assignor under the Credit Agreement, respectively, as specified on Schedule 1
hereto.

                  3. The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are


                                       9


reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Lender; and (vi) attaches any
U.S. Internal Revenue Service forms required under Section 2.13 of the Credit
Agreement.

                  4. Following the execution of this Assignment and Acceptance,
it will be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1 hereto.

                  5. Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

                  6. Upon such acceptance and recording by the Agent, from and
after the Effective Date, the Agent shall make all payments under the Credit
Agreement and the Notes in respect of the interest assigned hereby (including,
without limitation, all payments of principal, interest, facility fees and the
Utilization Fee with respect thereto) to the Assignee. The Assignor and Assignee
shall make all appropriate adjustments in payments under the Credit Agreement
and the Notes for periods prior to the Effective Date directly between
themselves.

                  7. This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.

                  8. This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance.

                  IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.


                                       10


                                   Schedule 1
                                       to
                            Assignment and Acceptance

                                                                                     
Percentage interest assigned:                                                            _____%

Assignee's Commitment:                                                                  $__________

Aggregate outstanding principal amount of Revolving Credit Advances assigned:           $__________

Principal amount of Revolving Credit Advances payable to Assignee:                      $__________

Principal amount of Revolving Credit Advances payable to Assignor:                      $__________

Effective Date(1):     _______________, ____



                                             [NAME OF ASSIGNOR], as Assignor

                                             By_________________________________
                                                Title:

                                             Dated:  _______________, ____

                                             [NAME OF ASSIGNEE], as Assignee

                                             By_________________________________
                                                Title:

                                             Dated: _______________, ____

                                             Domestic Lending Office:
                                                [Address]
                                             Eurodollar Lending Office:
                                                [Address]

Accepted [and Approved](2) this
__________ day of _______________, ____

_________________________, as Agent

By____________________________
   Title:


- ----------
(1)      This date should be no earlier than five Business Days after the
         delivery of this Assignment and Acceptance to the Agent.

(2)      Required if the Assignee is an Eligible Assignee solely by reason of
         clause (viii) of the definition of "Eligible Assignee".


                                       11


[Approved this __________ day of _______________, ____.]

THE DETROIT EDISON COMPANY

By____________________________]**
   Title:


                                       12


                                                 EXHIBIT D - FORM OF CERTIFICATE



                               DTE ENERGY COMPANY
                           THE DETROIT EDISON COMPANY
                        MICHIGAN CONSOLIDATED GAS COMPANY
                              OFFICER'S CERTIFICATE

                  I, N.A. Khouri, Vice President and Treasurer of DTE ENERGY
COMPANY ("DTE"), THE DETROIT EDISON COMPANY ("DECO") and MICHIGAN CONSOLIDATED
GAS COMPANY ("MichCon"), each a Michigan corporation (each a "Borrower" and
collectively the "Borrowers"), DO HEREBY CERTIFY, pursuant to Section 3.01 of
each of (i) the Credit Agreement, dated as of November 7, 2001, among DTE, the
financial institutions from time to time parties thereto (the "DTE Lenders"),
and Citibank, N.A., as agent for said DTE Lenders (the "DTE Credit Agreement"),
(ii) the Credit Agreement, dated as of November 7, 2001, among DECO, the
financial institutions from time to time parties thereto (the "DECO Lenders")
and Barclays Bank PLC, as agent for said DECO Lenders (the "DECO Credit
Agreement"), and (iii) the Credit Agreement, dated as of November 7, 2001, among
MichCon, the financial institutions from time to time parties thereto (the
"MichCon Lenders", and, together with the DTE Lenders and the DECO Lenders, the
"Lenders") and Bank One, NA, as agent for said Lenders (the "MichCon Credit
Agreement", and together with the DTE Credit Agreement and the DECO Credit
Agreement, the "Credit Agreements"), that the terms defined in the Credit
Agreements are used herein as herein defined and, further, that:

         1. The Effective Date shall be November [___], 2001.

         2. The representation and warranties contained in Section 4.01 of each
of the Credit Agreements are true and current on and as of the date hereof.

         3. No event has occurred and is continuing that constitutes a Default.

         4. Each Borrower is a corporation duly organized, validly existing and
in good standing under the laws of the State of Michigan.

         5. The execution, delivery and performance by each Borrower of the Loan
Documents to which it is a party, and the consummation of the transactions
contemplated hereby and thereby, are within each Borrower's corporate powers,
have been duly authorized by all necessary corporate action, and do not
contravene (i) each Borrower's charter or by-laws or (ii) law or any contractual
restriction binding on or affecting each Borrower.

         6. All governmental and third party consents and approvals necessary in
connection with the transactions contemplated by the Loan Documents to which
each Borrower is a party have been obtained, including in the case of DECO, the
order of the Federal Energy Regulatory Commission (without the imposition of any
conditions that are not acceptable to the Lenders), and remain in effect, and no
law or regulation is applicable that restrains, prevents or imposes materially
adverse conditions upon each Borrower with respect to the transactions
contemplated by the Loan Documents to which it is a party.


                                       13


         7. Each of the Loan Documents to which each of the Borrowers is a party
when delivered pursuant to each of the Credit Agreements has been duly executed
and delivered by each Borrower. Each of the other Loan Documents to which each
Borrower is a party when delivered hereunder will be, the legal, valid and
binding obligation of each Borrower enforceable against each Borrower in
accordance with their respective terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally.

         8. The Consolidated balance sheets of each of DTE, DECO, MCN Energy
Group Inc. ("MCN"), MichCon and their respective Subsidiaries as at December 31,
2000, and the related Consolidated statements of income and cash flows of each
of DTE, DECO, MCN, MichCon, and their respective Subsidiaries for the fiscal
year then ended, accompanied by an opinion of Deloitte & Touche LLP, independent
public accountants, and the condensed Consolidated balance sheets of each of
DTE, DECO, MichCon, and their respective Subsidiaries as at June 30, 2001 and
the related condensed Consolidated statements of income and cash flows of each
of DTE, DECO, MichCon and their respective Subsidiaries for the six months then
ended, copies of which have been furnished to each Lender, attached hereto as
Annex A-1 through A-6 are hereby duly certified by the undersigned, as fairly
presenting, subject in the case of said balance sheet as at June 30, 2001, and
said statements of income and cash flows for the six months then ended, to
year-end audit adjustments, the Consolidated financial condition of each of DTE,
DECO, MCN, MichCon and their respective Subsidiaries, as applicable, as at such
dates and the Consolidated results of the operations of each of DTE, DECO, MCN,
MichCon and their respective Subsidiaries, as applicable, for the periods ended
on such dates, all in accordance with generally accepted accounting principles
consistently applied, and the respective reports in which such financial
statements are contained are hereby designated as the "SEC Reports" for purposes
of the Credit Agreements. Since June 30, 2001 there has been no Material Adverse
Change with respect to any of the Borrowers.

         9. None of the Borrowers is a party to an indenture, loan or credit
agreement, lease, guarantee, mortgage, security agreement, bond, note or other
agreement or instrument, and there are no orders, writs, judgments, awards,
injunctions or decrees, that affect or purport to affect each Borrower's right
to borrow money or each Borrower's obligations under the Loan Documents to which
it is a party.

         10. The Existing Credit Agreements are terminated (except for those
provisions that expressly survive the termination thereof) upon effectiveness of
the Credit Agreements on the Effective Date; as of the date hereof, there are no
loans outstanding under the Existing Credit Agreements and all amounts owed to
the lender or agents thereunder have been paid in full.


                                       14


                  IN WITNESS WHEREOF, I have signed this certificate this [___]
day of November, 2001.

                                            ------------------------------------
                                            N.A. Khouri
                                            Vice President and Treasurer


                                       15


                                                             EXHIBIT E - FORM OF
                                              OPINION OF COUNSEL TO THE BORROWER


                                     [Date]


   To each of the Lenders set forth
   in Schedule A hereto

   DTE Energy Company
   The Detroit Edison Company
   Michigan Consolidated Gas Company

   Ladies and Gentlemen:

                  This opinion is furnished to you pursuant to (i) Section
3.01(h)(v) of the Credit Agreement, dated as of November 7, 2001, among DTE
Energy Company ("DTE"), the financial institutions from time to time parties
thereto (the "DTE Lenders"), and Citibank, N.A., as agent for said DTE Lenders,
Barclays Bank PLC and Banc One Capital Markets, Inc., as Co-Syndication Agents,
and with Salomon Smith Barney Inc., as Lead Arranger and Sole Book Runner (the
"DTE Credit Agreement"), (ii) Section 3.01(h)(v) of the Credit Agreement, dated
as of November 7, 2001, among The Detroit Edison Company ("DECO"), the financial
institutions parties thereto (the "DECO Lenders") and Barclays Bank PLC, as
agent for said DECO Lenders, Salomon Smith Barney Inc. and Banc One Capital
Markets, Inc., as Co-Syndication Agents, and with Barclays Capital and Banc One
Capital Markets, Inc., as Co-Lead Arrangers and Joint Book Runners (the "DECO
Credit Agreement"), and (iii) Section 3.01(h)(v) of the Credit Agreement, dated
as of November 7, 2001, among Michigan Consolidated Gas Company ("MichCon"), the
financial institutions parties thereto (the "MichCon Lenders", and together with
the DTE Lenders and the DECO Lenders, the "Lenders") and Bank One, NA, as agent
for said Lenders, Barclays Bank PLC and Salomon Smith Barney Inc., as
Co-Syndication Agents, and with Banc One Capital Markets, Inc. and Barclays
Capital, as Co-Lead Arrangers and Joint Book Runners (the "MichCon Credit
Agreement", and together with the DTE Credit Agreement and the DECO Credit
Agreement, the "Credit Agreements"). Terms defined in each Credit Agreement are
used herein as therein defined.

                  I am the Associate General Counsel of DTE, and the Vice
President and General Counsel of both DECO and MichCon, and have acted as
counsel for each of the Borrowers in connection with the preparation, execution
and delivery of the Loan Documents.

                  In that connection, I, in conjunction with the members of my
staff, have examined:

                  (1) Each Loan Document, executed by each of the parties
         thereto.

                  (2) The other documents furnished by each of the Borrowers
         pursuant to Article III of each of the Credit Agreements.



                                       16


                  (3) The Restated Articles of Incorporation of DTE, the
         Restated Articles of Incorporation of DECO, and the Restated Articles
         of Incorporation of MichCon and all amendments thereto (the
         "Charters").

                  (4) The By-Laws of each of the Borrowers and all amendments
         thereto (the "By-Laws").

                  (5) Certificates from the State of Michigan attesting to the
         continued corporate existence and good standing of each of the
         Borrowers.

I have also examined the originals, or copies certified to my satisfaction, of
the documents listed in a certificate of a Financial Officer of each of the
Borrowers, dated the date hereof (the "Certificate"), certifying that the
documents listed in such certificate are all of the indentures, loan or credit
agreements, leases, guarantees, mortgages, security agreements, bonds, notes and
other agreements or instruments, and all of the orders, writs, judgments,
awards, injunctions and decrees, that affect or purport to affect each
Borrower's right to borrow money or each Borrower's obligations under the Loan
Documents to which it is party. In addition, I have examined the originals,
copies certified to my satisfaction, of such other corporate records of each
Borrower, certificates of public officials and of officers of each Borrower, and
agreements, instruments and other documents, as we have deemed necessary as a
basis for the opinions expressed below. As to questions of fact material to such
opinions, I have, when relevant facts were not independently established by me,
relied upon certificates of public officials. I have assumed the due execution
and delivery, pursuant to due authorization, of each of the Credit Agreements by
the Lenders and the applicable Agent.

                  My opinions expressed below are limited to the law of the
State of Michigan and the federal law of the United States.

                  Based upon the foregoing and upon such investigation as I have
deemed necessary, I am of the following opinion:

         1. Each of the Borrowers is a corporation duly organized, validly
existing and in good standing under the laws of the State of Michigan.

         2. The execution, delivery and performance by each of the Borrowers of
the Loan Documents to which it is party, and the consummation of the
transactions contemplated thereby, are within each Borrower's corporate powers,
have been duly authorized by all necessary corporate action, and do not
contravene (i) the Charters or the By-Laws of each Borrower or (ii) any law,
rule or regulation applicable to each of the Borrowers (including, without
limitation, Regulation X of the Board of Governors of the Federal Reserve
System) or (iii) any contractual or legal restriction contained in any document
listed in the Certificate or, to the best of my knowledge (after due inquiry),
contained in any other similar document.

         3. No authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or any other third
party is required for the due execution, delivery, recordation, filing or
performance by each Borrower of the Loan Documents to which each is a party,
except such as have been obtained, including, in the case of DECO, the order of
the Federal Energy Regulatory Commission dated May 31, 2001.



                                       17


         4. Each Loan Document has been duly executed and delivered on behalf of
the Borrower thereto.

         5. Except as may have been disclosed to you in the SEC Reports
designated in the Certificate, to the best of my knowledge (after due inquiry)
there are no pending or overtly threatened actions or proceedings affecting each
Borrower or any of its Subsidiaries before any court, governmental agency or
arbitrator that (i) could be reasonably likely to have a Material Adverse Effect
or (ii) purport to affect the legality, validity, binding effect or
enforceability of any Loan Documents or the consummation of the transactions
contemplated thereby.

         6. In a properly presented case, a Michigan court or a federal court
sitting in the State of Michigan applying Michigan choice of law rules should
give effect to the choice of law provisions of the Loan Documents and should
hold that such Loan Documents are to be governed by the laws of the State of New
York rather than the laws of the State of Michigan. In rendering the foregoing
opinion, I note that by their terms the Loan Documents expressly select New York
law as the laws governing their interpretation and that the Loan Documents
governed by New York law were delivered by the parties thereto to the Agent in
New York. The choice of law provisions of the Loan Documents are not voidable
under the laws of the State of Michigan.

         7. If, despite the provisions of Section 8.09 of each of the Credit
Agreements wherein the parties thereto agree that the Loan Documents shall be
governed by, and construed in accordance with, the laws of the State of New
York, a court of the State of Michigan or a federal court sitting in the State
of Michigan were to hold that the Loan Documents are governed by, and to be
construed in accordance with the laws of the State of Michigan, the respective
Loan Documents would be, under the laws of the State of Michigan, legal, valid
and binding obligations of the applicable Borrower, enforceable against such
Borrower in accordance with their respective terms.

         8. Neither the Borrowers nor any of their Subsidiaries is an
"investment company," or an "affiliated person" of, or "promoter" or "principal
underwriter" for, an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended; DECO is a "public utility company"
and a "subsidiary company" of DTE, which is a "holding company" as such terms
are defined in the Public Utility Holding Company Act of 1935, as amended (the
"1935 Act"), and such "holding company" and DECO are currently exempt from the
provisions of the 1935 Act (except Section 9 thereof); and MichCon is a "public
utility company" and a "subsidiary company" of MichCon Holdings, Inc., which is
a "holding company" and a "subsidiary company" of DTE Enterprises, Inc., which
is a "holding company" and a "subsidiary company" of DTE, as such terms are
defined in the 1935 Act, and such "holding companies" and MichCon are currently
exempt from the provisions of the 1935 Act (except Section 9 thereof);

                  The opinions set forth above are subject to the following
qualifications:

                           (a) My opinion in paragraph 7 above as to
                  enforceability is subject to the effect of any applicable
                  bankruptcy, insolvency (including, without limitation, all
                  laws relating to fraudulent transfers), reorganization,
                  moratorium or similar law affecting creditors' rights
                  generally.



                                       18


                           (b) My opinion in paragraph 7 above as to
                  enforceability is subject to the effect of general principles
                  of equity, including, without limitation, concepts of
                  materiality, reasonableness, good faith and fair dealing
                  (regardless of whether considered in a proceeding in equity or
                  at law).

                           (c) I express no opinion as to participation and the
                  effect of the law of any jurisdiction other than the State of
                  Michigan wherein any Lender may be located or wherein
                  enforcement of the Loan Documents may be sought that limits
                  the rates of interest legally chargeable or collectible.

                                        Very truly yours,


                                       19


                                   Schedule A

Each of the Lenders party to the Credit
Agreement, dated as of November 7, 2001,
among DTE, Citibank, N.A., as Lender and
Agent, and Banc One Capital Markets, Inc.
and Barclays Bank PLC, as Co-Syndication
Agents, and with Salomon Smith Barney Inc.,
as Lead Arranger and Sole Book Runner.

Each of the Lenders party to the Credit
Agreement, dated as of November 7, 2001,
among DECO, Barclays Bank PLC, as Lender
and Agent, and Salomon Smith Barney Inc.
and Banc One Capital Markets, Inc., as Co-
Syndication Agents, and with Barclays Capital
and Banc One Capital Markets, Inc., as Co-
Lead Arrangers and Joint Book Runners.

Each of the Lenders party to the Credit
Agreement, dated as of November 7, 2001,
among MichCon, Bank One, NA, as Lender and
Agent, and Barclays Bank PLC and Salomon
Smith Barney Inc., as Co-Syndication
Agents, and with Banc One Capital Markets,
Inc. and Barclays Capital, as Co-Lead
Arrangers and Joint Book Runners.



                                       20

                                                             EXHIBIT F - FORM OF
                                                          COMPLIANCE CERTIFICATE

                             COMPLIANCE CERTIFICATE


To:               The Lenders parties to the
                  Credit Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
Credit Agreement dated as of November 7, 2001 (as amended or modified from time
to time, the "Agreement"; the terms defined therein being used herein as therein
defined) among The Detroit Edison Company, a Michigan corporation (the
"Borrower"), the lenders parties thereto, and Barclays Bank PLC, as Agent for
the lenders. Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings ascribed thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

I am the duly elected ________________ of the Borrower;

I have reviewed the terms of the Agreement and I have made, or have caused to
     be made under my supervision, a detailed review of the transactions and
     conditions of the Borrower and its Subsidiaries during the accounting
     period covered by the attached financial statements;

The examinations described in paragraph 2 did not disclose, and I have no
     knowledge of, the existence of any condition or event which constitutes an
     Event of Default or Default during or at the end of the accounting period
     covered by the attached financial statements or as of the date of this
     Certificate, except as set forth below; and

Schedule I attached hereto sets forth financial data and computations evidencing
     the Borrower's compliance with certain covenants of the Agreement, all of
     which data and computations are true, complete and correct.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:

         The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this      day of
           ,      .

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


                                       21



                      SCHEDULE 1 TO COMPLIANCE CERTIFICATE

                      Compliance as of _________, ____ with
                        Provisions of Section 5.01(h) of
                                  the Agreement

                               FINANCIAL COVENANTS

Ratio of Consolidated EBITDA to Cash Interest Payable on Debt (Section
6.01(j)(i)).

                                                                                                
   (A)     Numerator:       Consolidated EBITDA:                                                      $_____

   (B)     Denominator:

           (i)      Cash Interest Payable on Debt:                                        $_____

           (ii)     Minus:  Cash Interest Payable on all Nonrecourse Debt of the
        Borrower and its Subsidiaries:                                                   -$_____

           (iii)    Minus:  Cash Interest Payable on Excluded Hedging Debt:              -$_____

           (iv)     Minus:  Cash Interest Payable on Junior Subordinated
        Debentures:                                                                      -$_____

           (v)      Denominator:  (B)(i) minus (B)(ii) through (B)(iv):                               $_____

   (C)     State whether the ratio of (A) to (B)(v) was not less than 2:1 for the
           twelve-month period ending on the last day of __________:                     YES/NO

           Ratio of Consolidated Debt to Capitalization (Section 6.01(j)(ii)).

   (A)     Numerator:

           (i)      Consolidated Debt:                                                   $____

           (ii)     Minus:  Nonrecourse Debt of the Borrower and its
                    Subsidiaries:                                                        -$____

           (iii)    Minus:  Excluded Hedging Debt:                                       -$____

           (iv)        Minus:   Junior Subordinated Debentures:                          -$____

           (v)      Numerator:  (A)(i) minus (A)(ii) through (A)(iv):                                 $_____

   (B)     Denominator:  Capitalization:                                                              $_____

   (C)     State whether the ratio of (A)(v) to (B) was not greater than .65:1:   YES/NO




                                       1