8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2005

Commission File Number	Exact Name of Registrant as Specified in its Charter, State of Incorporation, Address of Principal Executive Offices and Telephone Number	IRS Employer Identification No.
1-11607	DTE Energy Company (a Michigan corporation) 2000 2nd Avenue Detroit, Michigan 48226-1279 313-235-4000	38-3217752
1-2198	The Detroit Edison Company (a Michigan corporation) 2000 2nd Avenue Detroit, Michigan 48226-1279 313-235-4000	38-0478650

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

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

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

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

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

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
Fifteenth Supplemental Indenture, Dated February 1, 2005
Supplemental Indenture, Dated February 1, 2005
Registration Rights Agreement, Dated February 7, 2005

Item 1.01. Entry into a Material Definitive Agreement.

     Indentures

     The Detroit Edison Company (“Detroit Edison”) and J.P. Morgan Trust Company, National Association, as successor trustee, entered into a supplemental indenture dated February 1, 2005 in connection with the issuance by Detroit Edison on February 7, 2005 of $200,000,000 aggregate principal amount of 2005 Series A 4.80% Senior Notes due 2015 and $200,000,000 aggregate principal amount of 2005 Series B 5.45% Senior Notes due 2035 (collectively, the “Notes”). The Notes have not been registered under the Securities Act of 1933 (“Securities Act”) or under the securities laws of any jurisdiction. The Notes are subject to certain restrictions on transfer and may only be sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act.

     Interest accrues on the 2005 Series A notes and 2005 Series B notes at 4.80% and 5.45% per annum, respectively. Interest on each series of Notes is payable on February 15 and August 15 of each year, beginning August 15, 2005. Each series of Notes may be redeemed at Detroit Edison’s option, in whole or in part, at any time. The redemption price for each series will be equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed plus 15 basis points in the case of Series A notes and 20 basis points in the case of Series B notes plus, in each case, accrued and unpaid interest to the redemption date. The Notes are secured by corresponding series of Detroit Edison’s general and refunding mortgage bonds 2005 Series A and 2005 Series B (collectively, the “Bonds”). The Bonds were issued pursuant to a supplemental indenture between Detroit Edison and J.P. Morgan Trust Company, National Association, as successor trustee, dated February 1, 2005.

     Registration Rights Agreement

     Detroit Edison entered into a Registration Rights Agreement dated February 7, 2005 with the initial purchasers of the Notes. The Registration Rights Agreement requires Detroit Edison to file and to use its reasonable best efforts to cause to be declared effective by the Securities and Exchange Commission (“SEC”) a registration statement to permit holders to exchange the Notes for new notes that are registered under the Securities Act. The new notes will have identical terms to the Notes, except that the new notes will not have restrictions on transfer or bear additional interest. If Detroit Edison cannot complete the exchange offer by October 5, 2005, and under certain other conditions, Detroit Edison is required to file and to use its reasonable best efforts to cause to be declared effective by the SEC a shelf registration statement covering resales of the Notes. If Detroit Edison is not able to complete the exchange offer or have the shelf registration statement declared effective within a certain period of time, and under certain other conditions, Detroit Edison is required to pay additional interest on the Notes.

     The Supplemental Indentures and the Registration Rights Agreement are filed as exhibits to this Current Report, and the description of each document above is qualified in its entirety by reference to the Supplemental Indentures and the Registration Rights Agreement.

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

     On February 7, 2005, Detroit Edison issued $200,000,000 aggregate principal amount of 2005 Series A 4.80% Senior Notes due 2015 and $200,000,000 aggregate principal amount of 2005 Series B 5.45% Senior Notes due 2035. Reference is made to the information contained under Item 1.01 in this Current Report for additional information.

Item 9.01. Financial Statements and Exhibits.

     (c)       Exhibits

4.1	Fifteenth Supplemental Indenture, dated as of February 1, 2005, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as successor trustee, providing for 2005 Series A 4.80% Senior Notes due 2015 and 2005 Series B 5.45% Senior Notes due 2035.
4.2	Supplemental Indenture, dated as of February 1, 2005, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as successor trustee, providing for General and Refunding Mortgage Bonds 2005 Series A and 2005 Series B.
4.3	Registration Rights Agreement, dated as of February 7, 2005, among The Detroit Edison Company and the Initial Purchasers named therein.

Forward-Looking Statements:

This Form 8-K contains forward-looking statements that are subject to various assumptions, risks and uncertainties. It should be read in conjunction with the “Forward-Looking Statements” section in each of DTE Energy’s and Detroit Edison’s 2003 Form 10-K (which sections are incorporated by reference herein), and in conjunction with other SEC reports filed by DTE Energy and Detroit Edison that discuss important factors that could cause DTE Energy’s and Detroit Edison’s actual results to differ materially. DTE Energy and Detroit Edison expressly disclaim any current intention to update any forward-looking statements contained in this report as a result of new information or future events or developments.

SIGNATURES

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

Date: February 11, 2005

DTE ENERGY COMPANY
(Registrant)
 

/s/ N.A. Khouri  

N.A. Khouri 

Vice President and Treasurer 

THE DETROIT EDISON COMPANY
(Registrant)
 

/s/ N.A. Khouri  

N.A. Khouri 

Vice President and Treasurer 

Exhibit Index

Exhibit
Number	Description
4.1	Fifteenth Supplemental Indenture, dated as of February 1, 2005, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as successor trustee, providing for 2005 Series A 4.80% Senior Notes due 2015 and 2005 Series B 5.45% Senior Notes due 2035.
4.2	Supplemental Indenture, dated as of February 1, 2005, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as successor trustee, providing for General and Refunding Mortgage Bonds 2005 Series A and 2005 Series B.
4.3	Registration Rights Agreement, dated as of February 7, 2005, among The Detroit Edison Company and the Initial Purchasers named therein.

EX-4.1

                                                                     EXHIBIT 4.1

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

                           THE DETROIT EDISON COMPANY
                                       AND
                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
          (SUCCESSOR TO BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION)
                                     TRUSTEE

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

                        FIFTEENTH SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 1, 2005

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

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

                    2005 SERIES A 4.80% SENIOR NOTES DUE 2015
                                       AND
                    2005 SERIES B 5.45% SENIOR NOTES DUE 2035

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



      SUPPLEMENTAL INDENTURE, dated as of the 1st day of February 2005, between
THE DETROIT EDISON COMPANY, a corporation organized and existing under the laws
of the State of Michigan (the "Company"), and J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION (successor to Bank One Trust Company, National
Association), a national banking association organized under the laws of the
United States of America, having a corporate trust office in the City of
Detroit, Michigan, as trustee (the "Trustee");

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

      WHEREAS, the Company now desires to provide for the issuance of 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 Fifteenth 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 2005 Series A 4.80% Senior Notes due 2015 and 2005 Series B 5.45% Senior
Notes due 2035; 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
Fifteenth Supplemental Indenture a valid, binding and legal agreement of the
Company, have been done;

      NOW, THEREFORE, THIS FIFTEENTH 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 Fifteenth 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:

                                       2


                                   ARTICLE ONE

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

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

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

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

      "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg.

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

      "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System.

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

                                       3


the happening of the event for which such determination is being made. In
connection with such determination, the Company shall certify to the Trustee
that it has, prior to making its final determination, consulted with the
independent accountants regularly retained by the Company.

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

      "Original Issue Date" means February 7, 2005.

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

      "Purchase Agreement" means the Purchase Agreement dated February 2, 2005,
among the Company, Citigroup Global Markets Inc. and Barclays Capital Inc., as
Representatives of the several initial purchasers named therein.

      "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

      "Registration Agreement" means the Registration Rights Agreement dated
February 7, 2005, among the Company, Citigroup Global Markets Inc. and Barclays
Capital Inc., as Representatives of the several initial purchasers referred to
therein.

      "Registration Statement" has the meaning set forth in the Registration
Agreement.

      "Regulation S" means Regulation S under the Securities Act.

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

      "Restricted Period" with respect to any Securities means the period of 40
consecutive days beginning on and including the later of (i) the day on which
such Securities are first offered to persons other than distributors (as defined
in Regulation S under the Securities Act) in reliance on Regulation S and (ii)
the Original Issue Date with respect to such Securities.

                                       4


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

      "Rule 144A" means Rule 144A under the Securities Act.

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

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

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

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

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

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

                                       5


                                   ARTICLE TWO

                        TITLE AND TERMS OF THE SECURITIES

      SECTION 2.01. Title of the Securities; Stated Maturity. This Fifteenth
Supplemental Indenture hereby establishes two separate series of Securities,
which shall be known as the Company's "2005 Series A 4.80% Senior Notes due
2015" (the "4.80% Notes") and the "2005 Series B 5.45% Senior Notes due 2035"
(the "5.45% Notes," and together with the 4.80% 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 4.80% Notes shall be due and payable will be February 15, 2015.
The Stated Maturity on which the principal of the 5.80% Notes shall be due and
payable will be February 15, 2035.

      The Securities issued on the date hereof will be (a) offered and sold by
the Company pursuant to the Purchase Agreement and (b) resold initially only to
(i) QIBs in reliance on Rule 144A (such resold Securities to be referred to
herein as the "Rule 144A Securities") and (ii) Persons other than U.S. Persons
(as defined in Regulation S) in reliance on Regulation S (such resold Securities
to be referred to herein as the "Regulation S Securities" and, together with the
Rule 144A Securities, the "Transfer Restricted Securities"). Such Transfer
Restricted Securities may thereafter be transferred to, among others, QIBs and
purchasers in reliance on Regulation S.

      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 Fifteenth
Supplemental Indenture, there has been a change in the applicable U.S. Federal
income tax law, in either case to the effect that, the Holders of such
Outstanding Notes appertaining thereto will not recognize income, gain or loss
for U.S. Federal income tax purposes as a result of such defeasance and will be
subject to

                                       6


U.S. Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred, and,
also, to the effect that, after the 123rd day after the date of deposit, all
money and other property as provided pursuant to Section 503 of the Original
Indenture (including the proceeds thereof) deposited or caused to be deposited
with the Trustee (or other qualifying trustee) pursuant to Section 503 of the
Original Indenture to be held in trust will not be subject to any case or
proceeding (whether voluntary or involuntary) in respect of the Company under
any Federal or State bankruptcy, insolvency, reorganization or other similar
law, or any decree or order for relief in respect of the Company issued in
connection therewith.

      SECTION 2.03. Amount and Denominations; DTC.

      (a) The aggregate principal amount of Notes that may be issued under this
Fifteenth Supplemental Indenture is limited initially to $200,000,000 (in the
case of the 4.80% Notes), and $200,000,000 (in the case of the 5.45% 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 the 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
terms, conditions and CUSIP number (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 that 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
Securities") under a book-entry system, registered in the name of The Depository
Trust Company, as depositary ("DTC"), or its nominee, which is hereby designated
as "Depositary" under the Indenture.

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

                                       7


      SECTION 2.04. Transfer and Exchange.

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

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

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

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

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

                        (x) if such Registered Securities are being delivered to
                  the Security Registrar by a Holder for registration in the
                  name of such Holder, without transfer, a certification from
                  such Holder to that effect (in the form set forth on the
                  reverse side of the Transfer Restricted Security); or

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

                  (C) if such Registered Securities are being transferred
      pursuant to an exemption from registration in accordance with Rule 144
      under the Securities Act or in reliance upon another exemption from the
      registration requirements of the Securities Act, (i) a certification to
      that effect (in the form set forth on the reverse side of the Transfer
      Restricted Security) and (ii) if the Company so requests, an opinion of
      counsel or other evidence reasonably satisfactory to it as to the
      compliance with the restrictions set forth in the legend set forth in
      Section 2.04(e)(i).

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

                                       8


selected for redemption, in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

            (b) Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Registered Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Registered Security, duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Security
Registrar, together with:

                  (i) certification (in the form set forth on the reverse side
of the Transfer Restricted Security) that such Registered Security is being
transferred (A) to a QIB in accordance with Rule 144A or (B) outside the United
States in an offshore transaction within the meaning of Regulation S and in
compliance with Rule 904 under the Securities Act; and

                  (ii) written instructions directing the Trustee to make, or to
direct the Securities custodian to make, an adjustment on its books and records
with respect to such Global Security to reflect an increase in the aggregate
principal amount of the Securities represented by the Global Security, such
instructions to contain information regarding the Depositary account to be
credited with such increase, then the Trustee shall cancel such Registered
Security and cause, or direct the Securities custodian to cause, in accordance
with the standing instructions and procedures existing between the Depositary
and the Securities Custodian, the aggregate principal amount of Securities
represented by the Global Security to be increased by the aggregate principal
amount of the Registered Security to be exchanged and shall credit or cause to
be credited to the account of the Person specified in such instructions a
beneficial interest in the Global Security equal to the principal amount of the
Registered Security so canceled. If no Global Securities are then outstanding
and the Global Security has not been previously exchanged for certificated
securities pursuant to Section 2.03(b), the Company shall issue and the Trustee
shall authenticate, upon written order of the Company in the form of an
Officers' Certificate, a new Global Security in the appropriate principal
amount.

            (c) Transfer and Exchange of Global Securities.

                  (i) The transfer and exchange of Global Securities or
beneficial interests herein shall be effected through the Depositary, in
accordance with this Fifteenth Supplemental Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Security
shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Security or
another Global Security and such account shall be credited in accordance with
such order with a beneficial interest in the applicable Global Security and the
account of the Person making the

                                       9


transfer shall be debited by an amount equal to the beneficial interest in the
Global Security being transferred. Transfers by an owner of a beneficial
interest in a Rule 144A Global Security to a transferee who takes delivery of
such interest through a Regulation S Global Security, whether before or after
the expiration of the Restricted Period, shall be made only upon receipt by the
Trustee of a certification (in the form set forth on the reverse side of the
Transfer Restricted Security) from the transferor to the effect that such
transfer is being made in accordance with Regulation S or (if available) Rule
144 under the Securities Act and that, if such transfer is being made prior to
the expiration of the Restricted Period, the interest transferred shall be held
immediately thereafter through Euroclear or Clearstream.

                  (ii) If the proposed transfer is a transfer of a beneficial
interest in one Global Security to a beneficial interest in another Global
Security, the Security Registrar shall reflect on its books and records the date
and an increase in the principal amount of the Global Security to which such
interest is being transferred in an amount equal to the principal amount of the
interest to be so transferred, and the Security Registrar shall reflect on its
books and records the date and a corresponding decrease in the principal amount
of Global Security from which such interest is being transferred.

                  (iii) Notwithstanding any other provisions of this Fifteenth
Supplemental Indenture (other than the provisions set forth in Section 2.03), a
Global Security may not be transferred as a whole except by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

                  (iv) In the event that a Global Security is exchanged for
Registered Securities pursuant to Section 2.03(b) prior to the effectiveness of
a Registration Statement with respect to such Securities, such Securities may be
exchanged only in accordance with such procedures as are substantially
consistent with the provisions of this Section 2.04 (including the certification
requirements set forth on the reverse of the Transfer Restricted Security
intended to ensure that such transfers comply with Rule 144A, Regulation S or
such other applicable exemption from registration under the Securities Act, as
the case may be) and such other procedures as may from time to time be adopted
by the Company.

            (d) Restrictions on Transfer of Regulation S Global Security.

                  (i) Prior to the expiration of the Restricted Period,
interests in a Regulation S Global Security may only be held through Euroclear
or Clearstream. During the Restricted Period, beneficial ownership interests in
a Regulation S Global Security may only be sold, pledged or transferred through
Euroclear or Clearstream in accordance with the applicable procedures and only
(A) to the Company, (B) so long as such security is eligible for resale pursuant
to Rule 144A, to a person whom the selling holder reasonably believes is a QIB
that purchases for its own account or for the account of a QIB to whom

                                       10


notice is given that the resale, pledge or transfer is being made in reliance on
Rule 144A, (C) in an offshore transaction in accordance with Regulation S, (D)
pursuant to an exemption from registration under the Securities Act provided by
Rule 144 (if applicable) under the Securities Act, or (E) pursuant to an
effective registration statement under the Securities Act, in each case in
accordance with any applicable securities laws of any state of the United
States. Prior to the expiration of the Restricted Period, transfers by an owner
of a beneficial interest in a Regulation S Global Security to a transferee who
takes delivery of such interest through a Rule 144A Global Security shall be
made only in accordance with the applicable procedures and upon receipt by the
Trustee of a written certification from the transferor of the beneficial
interest in the form provided on the reverse of the Transfer Restricted Security
to the effect that such transfer is being made to a person whom the transferor
reasonably believes is a QIB within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A. Such written certification shall no
longer be required after the expiration of the Restricted Period.

                  (ii) Upon the expiration of the Restricted Period, beneficial
ownership interests in a Regulation S Global Security shall be transferable in
accordance with applicable law and the other terms of the Indenture.

            (e) Legends for Securities.

                  (i) Except as permitted by the following paragraphs (ii),
(iii), or (iv), each Security certificate evidencing the Global Securities and
the Registered Securities (and all Securities issued in exchange therefor or in
substitution thereof) shall bear a legend in substantially the following form
(each defined term in the legend being defined as such for purposes of the
legend only):

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
(5) TO THE DETROIT EDISON COMPANY OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

                                       11


            Each Security evidencing a Global Security offered and sold to QIBs
pursuant to Rule 144A shall bear an additional legend in substantially the
following form:

EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS
SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

            Each Security offered and sold pursuant to Regulation S shall bear
an additional legend in substantially the following form:

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, ANY U.S. PERSON, UNLESS THE NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.

            Each Registered Security shall bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

                  (ii) Upon any sale or transfer of a Transfer Restricted
Security that is a Registered Security, the Security Registrar shall permit the
Holder thereof to exchange such Transfer Restricted Security for a Registered
Security that does not bear the legends set forth above and rescind any
restriction on the transfer of such Transfer Restricted Security if the Holder
certifies in writing to the Security Registrar that its request for such
exchange was made in reliance on Rule 144 (such certification to be in the form
set forth on the reverse of the Transfer Restricted Security).

                  (iii) After a transfer of any Transfer Restricted Securities
during the period of the effectiveness of a Registration Statement with respect
to such Transfer Restricted Securities, as the case may be, all requirements
pertaining to the Restricted Securities Legend on such Transfer Restricted
Securities shall cease to apply and the requirements that any such Transfer
Restricted Securities be issued in global form shall continue to apply.

                  (iv) Upon a sale or transfer after the expiration of the
Restricted Period of any Transfer Restricted Security acquired pursuant to
Regulation S, all requirements that such

                                       12


Transfer Restricted Security bear the Restricted Securities Legend shall cease
to apply and the requirements that any such Transfer Restricted Security be
issued in global form shall continue to apply.

      SECTION 2.05. Certain Terms of the Notes.

      (a) The 4.80% Notes shall bear interest at the rate of 4.80% per annum and
the 5.45% Notes shall bear interest at the rate of 5.45% per annum on the
respective principal amount thereof from the date of original issuance, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, until the principal of 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.
The Notes shall bear additional interest ("Additional Interest") pursuant to the
Registration Agreement upon the occurrence of any Registration Default (as
defined therein). Additional Interest shall be payable on the applicable
Interest Payment Date to the same persons and in the same manner as provided for
herein for payment of ordinary interest. Interest on the Notes will be payable
semi-annually in arrears on February 15 and August 15 of each year (each such
date, an "Interest Payment Date"), commencing August 15, 2005. The amount of
interest payable for any period shall be computed on the basis of a 360-day year
and twelve 30-day months.

      (b) In the event that any Interest Payment Date, redemption date or other
date of Maturity of the Notes is not a Business Day, then payment of the amount
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of any such delay), in
each case with the same force and effect as if made on such date. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date with respect to any Note will, as provided in the Original
Indenture, be paid to the person in whose name the Note (or one or more
Predecessor Securities, as defined in the Original Indenture) is registered at
the close of business on the relevant record date for such interest installment,
which shall be the fifteenth calendar day (whether or not a Business Day) prior
to the relevant Interest Payment Date (the "Regular Record Date"). Any such
interest installment not punctually paid or duly provided for shall forthwith
cease to be payable to the registered Holders on such Regular Record Date, and
may either be paid to the person in whose name the Note (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered Holders of the
applicable 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 such Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Original Indenture. The principal of, and premium, if any, and the
interest on the Notes shall be payable at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, the City of New York,
in any coin or currency of the United States of America that at the time of
payment is legal

                                       13


tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered Holder at the close of business on the Regular Record Date at such
address as shall appear in the Security Register. Notwithstanding the foregoing,
so long as the Notes are Global Securities and are held in book-entry form
through the facilities of the Depositary, payments on the Notes will be made to
the Depositary or its nominee in accordance with arrangements then in effect
between the Trustee and the Depositary.

      (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
Notes 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 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 forms of Notes attached hereto as Exhibit A and Exhibit B, as applicable
(each of which are incorporated by reference in and made a part of this
Fifteenth Supplemental Indenture as if set forth in full at this place).

      SECTION 2.06. Forms of Notes. Attached hereto as Exhibit A is the form of
the definitive 4.80% Note. Attached hereto as Exhibit B is the form of the
definitive 5.45% Note. If the Company elects to have the Notes secured by
Substitute Mortgage Bonds on and after the Release Date, the terms of such Notes
shall be amended to make appropriate reference to the Substitute Mortgage and
the Substitute Mortgage Bonds; provided, that the consent of Holders shall not
be required in connection with such amendment.

                                  ARTICLE THREE

                              ADDITIONAL COVENANTS

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

      The foregoing restriction will not apply to:

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

                                       14


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

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

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

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

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

                                       15


restrictions do not limit the Company's ability to place Liens on (i) the
capital stock of any of the Company's subsidiaries or (ii) the assets of any of
the Company's subsidiaries.

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

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

                                  ARTICLE FOUR

                         SECURITY AND RELEASE PROVISIONS

      SECTION 4.01. Security. Subject to Section 4.02 below, as provided in and
pursuant to Article Four of the Original Indenture, 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, 2005 Series
A", in the case of the 4.80%

                                       16


Notes, and the "General and Refunding Mortgage Bonds, 2005 Series B", in the
case of the 5.45% 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
J.P. Morgan Trust Company, National Association, as successor trustee (the
"Mortgage Trustee"), as amended and supplemented by various supplemental
indentures, including the supplemental indenture, dated as of February 1, 2005,
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 Fifteenth Supplemental Indenture. The Bonds of each series shall be
issued in an aggregate principal amount equal to the aggregate principal amount
of the related series 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 such Notes
including, if and to the extent provided for in such Notes, interest on overdue
installments of principal and (to the extent permitted by law) interest on
overdue installments of interest.

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

      Notwithstanding anything in the Original Indenture to the contrary, from
and after the Release Date, the obligation of the Company to make payment with
respect to the principal of and premium, if any, and interest on the Bonds shall
be deemed satisfied and discharged as provided in the supplemental indenture or
indentures to the Mortgage creating such Bonds and the Bonds shall cease to
secure in any manner Notes theretofore or subsequently issued; the Trustee shall
thereupon surrender the Bonds to the Mortgage Trustee for cancellation and
execute and deliver such proper instruments of release as may be required. From
and after the Release Date, all Notes, whether theretofore or subsequently
issued, shall, at the Company's option, either (i) become unsecured or (ii) be
secured by Substitute Mortgage Bonds pursuant to Section 4.03 below, and any

                                       17


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 Fifteenth 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.

                                       18


      (b) The Substitute Mortgage Bonds to be delivered pursuant to the notice
described in Section 4.03(a) shall be delivered in separate series and issues
corresponding to the series and issues of Notes and other Securities subject to
the release provisions Outstanding on the Release Date, each series or issue of
Substitute Mortgage Bonds having the same stated rate or rates of interest (or
interest calculated in the same manner), Interest Payment Dates, stated maturity
date and redemption provisions, and in the same aggregate principal amount, as
the related series or issue of Notes or other Securities subject to the release
provisions outstanding on the Release Date. The Company shall enter into a
Substitute Mortgage for the issuance of Substitute Mortgage Bonds, and designate
it as such in the notice.

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

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

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

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

      SECTION 4.04. Events of Default.

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

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

                                       19


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

                                  ARTICLE FIVE

                            MISCELLANEOUS PROVISIONS

      The Trustee makes no undertaking or representations in respect of, and
shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Fifteenth 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
Fifteenth 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 Fifteenth Supplemental Indenture and the Notes shall be governed by,
and construed in accordance with, the laws of the State of New York.

      This Fifteenth 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.

                                       20


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

                                          THE DETROIT EDISON COMPANY

                                          By: __________________________________
                                              N. A. Khouri
                                              Vice President and  Treasurer

   ATTEST:

   By: _______________________________
       Teresa M. Sebastian
       Assistant Corporate Secretary

                                       21


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

                                          By: __________________________________
                                          Name:
                                          Title:

ATTEST:

By: __________________________________
Name:
Title:

                                       22


                                                                       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.

                              [RESTRICTIVE LEGEND]

                        [RULE 144A LEGEND, IF APPLICABLE]

                      [REGULATION S LEGEND, IF APPLICABLE]

NO. R-__                                                         $

                           THE DETROIT EDISON COMPANY

                    2005 SERIES A 4.80% SENIOR NOTES DUE 2015

Principal Amount:  $200,000,000

Authorized Denomination:  $1,000

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

Original Issue Date: February 7, 2005

Stated Maturity:  February 15, 2015

Interest Payment Dates: February 15 and August 15 of each year, commencing
August 15, 2005

Interest Rate: 4.80% 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 February 15, 2015
(the "Stated Maturity"), in the coin or currency of the United States, and to
pay interest thereon from the Original

                                       A-1


Issue Date shown above, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, in arrears on each Interest Payment
Date as specified above, commencing on August 15, 2005, and on the Stated
Maturity at the rate per annum shown above (the "Interest Rate") until the
principal hereof is due and payable, and on any overdue principal and premium
and on any overdue installment of interest. The interest installment so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Note (or one
or more Predecessor Securities) is registered on the Regular Record Date as
specified above next preceding such Interest Payment Date. Except as otherwise
provided in the Indenture, any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date to be fixed by the Trustee for the payment of such defaulted
Interest, notice whereof shall be given to Holders of Notes of this series not
less than ten days prior to such Special Record Date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange, if any, on which the Notes of this series shall be listed,
and upon such notice as may be required by any such exchange, all as more fully
provided in the Indenture.

      This Note shall bear additional interest ("Additional Interest") pursuant
to the Registration Agreement upon the occurrence of any Registration Default
(as defined therein). Additional Interest shall be payable on the applicable
Interest Payment Date to the same persons and in the same manner as provided for
herein, and in the Indenture, for payment of ordinary interest.

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

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

      UNTIL THE RELEASE DATE (AS DEFINED BELOW), THIS NOTE SHALL BE SECURED BY
GENERAL AND REFUNDING MORTGAGE BONDS, 2005 Series A (THE "MORTGAGE BONDS")
ISSUED AND DELIVERED BY THE COMPANY TO THE TRUSTEE (AS DEFINED BELOW) UNDER THE
COMPANY'S SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 1, 2005, SUPPLEMENTING THE
MORTGAGE AND DEED OF TRUST DATED AS OF OCTOBER 1, 1924 BETWEEN THE COMPANY AND
J.P. MORGAN TRUST COMPANY, NATIONAL

                                      A-2


ASSOCIATION (THE "MORTGAGE TRUSTEE"), PLEDGED BY THE COMPANY FOR THE BENEFIT OF
THE HOLDERS OF THE NOTES TO THE TRUSTEE UNDER THE INDENTURE (THE "MORTGAGE"). ON
THE RELEASE DATE, THE NOTES SHALL CEASE TO BE SECURED BY SUCH MORTGAGE BONDS
AND, AT THE COMPANY'S OPTION, SHALL EITHER (1) BECOME UNSECURED GENERAL
OBLIGATIONS OF THE COMPANY OR (2) BE SECURED BY SUBSTITUTE MORTGAGE BONDS UNDER
A SUBSTITUTE MORTGAGE.

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

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

      This Note is one of a duly authorized series of Securities of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture, all
issued or to be issued in one or more series under and pursuant to a Collateral
Trust Indenture dated as of June 30, 1993 (the "Original Indenture") duly
executed and delivered between the Company and J.P. Morgan Trust Company,
National Association, as Trustee (herein referred to as the "Trustee"), as
supplemented through and including a Fifteenth Supplemental Indenture dated as
of February 1, 2005 (together with the Original Indenture, the "Indenture")
between the Company and the Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the registered Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered.

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

      This Note will be redeemable at the option of the Company, in whole at any
time or in part from time to time (any such date of optional redemption, an
"Optional Redemption Date," which shall be a "Redemption Date" for purposes of
the Indenture), at an optional redemption price (which shall be a "Redemption
Price" for purposes of the Indenture) equal to the greater of (i) 100% of the
principal amount of this Note to be redeemed and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest of this
Note to be redeemed (not including any portion of any payments of interest
accrued to the Optional Redemption Date) until Stated Maturity, in each case
discounted from their respective scheduled payment dates to such Optional
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
30-day months) at the Adjusted Treasury Rate (as defined below) plus 15 basis
points, as determined by the Reference Treasury Dealer (as defined below), plus,
in each case, accrued and unpaid interest thereon to the date of redemption.

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

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

                                      A-3


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

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

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

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

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

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

      The Company will notify the Trustee at least 60 days prior to giving
notice of redemption (or such shorter period as is satisfactory to the Trustee)
of the aggregate principal amount of Notes to be redeemed and the Redemption
Date. If the Company elects to redeem all or a portion of the Notes, the
redemption will be conditional upon receipt by the Paying Agent or the Trustee
of monies sufficient to pay the Redemption Price. If the Notes are only
partially redeemed by the Company, the Trustee shall select which Notes are to
be redeemed in a manner it deems fair and appropriate in accordance with the
terms of the Indenture.

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

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

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

                                      A-4


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

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

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

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

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of and any
interest on this Note are payable or at such other offices or agencies as the
Company may designate, duly endorsed by or accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company

                                      A-5


and the Security Registrar or any transfer agent duly executed by the registered
Holder hereof or his or her attorney duly authorized in writing, and thereupon
one or more new Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be made for any
such transfer, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in relation thereto.

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

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

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

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

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

                                          THE DETROIT EDISON COMPANY

                                          By: __________________________________
                                              N.A. Khouri
                                              Vice President and Treasurer

ATTEST:

                                      A-6


By: __________________________________
    Teresa M. Sebastian
    Assistant Corporate Secretary

                                [Corporate Seal]

                                      A-7


                          CERTIFICATE OF AUTHENTICATION

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

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

                                          By ___________________________________
                                                   Authorized Signatory

Date: ______________, 2005

                                      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


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

            This Certificate relates to $_____________ principal amount of Notes
held in (check applicable space) ___ book-entry or ___ definitive form by
_______________________ (the "Transferor"). The Transferor (check one box
below):

            -     has requested the Trustee by written order to deliver in
                  exchange for its beneficial interest in the Global Security
                  held by the Depositary a Security or Securities in definitive,
                  registered form of authorized denominations in an aggregate
                  principal amount equal to its beneficial interest in such
                  Global Security (or the portion thereof indicated above); or

            -     has requested the Trustee by written order to exchange or
                  register the transfer of a Security or Securities.

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

CHECK ONE BOX BELOW

            (1)   [_] to the Company; or

            (2)   [_] pursuant to an effective registration statement under the
                  Securities Act of 1933; or

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

            (4)   [_] outside the United States in an offshore transaction
                  within the meaning of Regulation S under the Securities Act in
                  compliance with Rule 904 under the Securities Act of 1933; or

            (5)   [_] pursuant to another available exemption from registration
                  provided by Rule 144 under the Securities Act of 1933.

            Prior to the expiration of the period referred to in Rule 144(k),
unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any Person other
than the registered holder thereof; provided, however, that if box (4) or (5) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information
satisfactory to the Company and the Trustee to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933.

                                          ___________________________
                                          [INSERT NAME OF TRANSFEROR]
SIGNATURE GUARANTEE

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

                                      A-10


                                                                       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.

                              [RESTRICTIVE LEGEND]

                        [RULE 144A LEGEND, IF APPLICABLE]

                      [REGULATION S LEGEND, IF APPLICABLE]

NO. R-__                                                             $__________

                           THE DETROIT EDISON COMPANY

                    2005 SERIES B 5.45% SENIOR NOTES DUE 2035

Principal Amount:  $200,000,000

Authorized Denomination:  $1,000

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

Original Issue Date: February 7, 2005

Stated Maturity:  February 15, 2035

Interest Payment Dates: February 15 and August 15 of each year, commencing
August 15, 2005

Interest Rate: 5.45% 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 February

                                       B-1


15, 2035 (the "Stated Maturity"), in the coin or currency of the United States,
and to pay interest thereon from the Original Issue Date shown above, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, in arrears on each Interest Payment Date as specified above,
commencing on August 15, 2005, and on the Stated Maturity at the rate per annum
shown above (the "Interest Rate") until the principal hereof is due and payable
and on any overdue principal and premium and on any overdue installment of
interest. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered on the Regular Record Date as specified above next
preceding such Interest Payment Date. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date to
be fixed by the Trustee, for the payment of such defaulted Interest notice
whereof shall be given to Holders of Notes of this series not less than ten days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange,
if any, on which the Notes of this series shall be listed, and upon such notice
as may be required by any such exchange, all as more fully provided in the
Indenture.

      This Note shall bear additional interest ("Additional Interest") pursuant
to the Registration Agreement upon the occurrence of any Registration Default
(as defined therein). Additional Interest shall be payable on the applicable
Interest Payment Date to the same persons and in the same manner as provided for
herein, and in the Indenture, for payment of ordinary interest.

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

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

                                       B-2


      UNTIL THE RELEASE DATE (AS DEFINED BELOW), THIS NOTE SHALL BE SECURED BY
GENERAL AND REFUNDING MORTGAGE BONDS, 2005 Series B (THE "MORTGAGE BONDS")
ISSUED AND DELIVERED BY THE COMPANY TO THE TRUSTEE (AS DEFINED BELOW) UNDER THE
COMPANY'S SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 1, 2005, SUPPLEMENTING THE
MORTGAGE AND DEED OF TRUST DATED AS OF OCTOBER 1, 1924 BETWEEN THE COMPANY AND
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (THE "MORTGAGE TRUSTEE"),
PLEDGED BY THE COMPANY FOR THE BENEFIT OF THE HOLDERS OF THE NOTES TO THE
TRUSTEE UNDER THE INDENTURE (THE "MORTGAGE"). ON THE RELEASE DATE, THE NOTES
SHALL CEASE TO BE SECURED BY SUCH MORTGAGE BONDS AND, AT THE COMPANY'S OPTION,
SHALL EITHER (1) BECOME UNSECURED GENERAL OBLIGATIONS OF THE COMPANY OR (2) BE
SECURED BY SUBSTITUTE MORTGAGE BONDS UNDER A SUBSTITUTE MORTGAGE.

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

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

      This Note is one of a duly authorized series of Securities of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture, all
issued or to be issued in one or more series under and pursuant to a Collateral
Trust Indenture dated as of June 30, 1993 (the "Original Indenture") duly
executed and delivered between the Company and J.P. Morgan Trust Company,
National Association, as Trustee (herein referred to as the "Trustee"), as
supplemented through and including a Fifteenth Supplemental Indenture dated as
of February 1, 2005 (together with the Original Indenture, the "Indenture")
between the Company and the Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the registered Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered.

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

      This Note will be redeemable at the option of the Company, in whole at any
time or in part from time to time (any such date of optional redemption, an
"Optional Redemption Date," which shall be a "Redemption Date" for purposes of
the Indenture), at an optional redemption price (which shall be a "Redemption
Price" for purposes of the Indenture) equal to the greater of (i) 100% of the
principal amount of this Note to be redeemed and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest of this
Note to be redeemed (not including any portion of any payments of interest
accrued to the Optional Redemption Date) until Stated Maturity, in each case
discounted from their respective scheduled payment dates to such Optional
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
30-day months) at the Adjusted Treasury Rate (as defined below) plus 20 basis
points, as determined by the Reference Treasury Dealer (as defined below), plus,
in each case, accrued and unpaid 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 relevant Record Date.

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

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

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

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

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

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

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

      The Company will notify the Trustee at least 60 days prior to giving
notice of redemption (or such shorter period as is satisfactory to the Trustee)
of the aggregate principal amount of Notes to be redeemed and the Redemption
Date. If the Company elects to redeem all or a portion of the Notes, the
redemption will be conditional upon receipt by the Paying Agent or the Trustee
of monies sufficient to pay the Redemption Price. If the Notes are only
partially redeemed by the Company, the Trustee shall select which Notes are to
be redeemed in a manner it deems fair and appropriate in accordance with the
terms of the Indenture.

                                      B-4


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

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

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

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

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

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

                                      B-5


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

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

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

                                      B-6


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

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

                                          THE DETROIT EDISON COMPANY

                                          By: __________________________________
                                              N.A. Khouri
                                              Vice President and Treasurer

ATTEST:

By: __________________________________
    Teresa M. Sebastian
    Assistant Corporate Secretary

[Corporate Seal]

                                      B-7


CERTIFICATE OF AUTHENTICATION

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

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

                                          By ___________________________________
                                                   Authorized Signatory

Date: ______________, 2005

                                      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


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

            This Certificate relates to $_____________ principal amount of Notes
held in (check applicable space) ___ book-entry or ___ definitive form by
_______________________ (the "Transferor"). The Transferor (check one box
below):

            -     has requested the Trustee by written order to deliver in
                  exchange for its beneficial interest in the Global Security
                  held by the Depositary a Security or Securities in definitive,
                  registered form of authorized denominations in an aggregate
                  principal amount equal to its beneficial interest in such
                  Global Security (or the portion thereof indicated above); or

            -     has requested the Trustee by written order to exchange or
                  register the transfer of a Security or Securities.

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

CHECK ONE BOX BELOW

            (1)   [_] to the Company; or

            (2)   [_] pursuant to an effective registration statement under the
                  Securities Act of 1933; or

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

            (4)   [_] outside the United States in an offshore transaction
                  within the meaning of Regulation S under the Securities Act in
                  compliance with Rule 904 under the Securities Act of 1933; or

            (5)   [_] pursuant to another available exemption from registration
                  provided by Rule 144 under the Securities Act of 1933.

            Prior to the expiration of the period referred to in Rule 144(k),
unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any Person other
than the registered holder thereof; provided, however, that if box (4) or (5) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information
satisfactory to the Company and the Trustee to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933.

                                          ___________________________
                                          [INSERT NAME OF TRANSFEROR]
SIGNATURE GUARANTEE

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

                                      B-10


                                      B-11

EX-4.2

                                                                     EXHIBIT 4.2

                                    INDENTURE

                          DATED AS OF FEBRUARY 1, 2005

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

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

                                       TO

                       J.P.MORGAN TRUST COMPANY, NATIONAL
                  ASSOCIATION (SUCCESSOR TO BANK ONE, NATIONAL
                                  ASSOCIATION)
                  611 Woodward Avenue, Detroit, Michigan 48226

                                   AS TRUSTEE

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

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

                                  PROVIDING FOR

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

                    (B) GENERAL AND REFUNDING MORTGAGE BONDS,
                                 2005 SERIES B,

                                       AND

                          (C) RECORDING AND FILING DATA



                               TABLE OF CONTENTS*



                                                                                                  PAGE
                                                                                                  ----
                                                                                               
PARTIES.........................................................................................    1
         Original Indenture and Supplementals...................................................    1
         Issue of Bonds Under Indenture.........................................................    2
         Bonds Heretofore Issued................................................................    2
         Reason for Creation of New Series......................................................    9
         Bonds to be 2005 Series A and 2005 Series B............................................    9
         Further Assurance......................................................................    9
         Authorization of Supplemental Indenture................................................   10
         Consideration for Supplemental Indenture...............................................   10
PART I. CREATION OF THREE HUNDRED THIRTY-NINTH SERIES OF BONDS. GENERAL AND REFUNDING              10
MORTGAGE BONDS, 2005 Series A...................................................................
         Sec. 1.   Terms of Bonds of 2005 Series A..............................................   10
                   Release......................................................................   14
         Sec. 2.   Redemption of Bonds of 2005 Series A.........................................   14
         Sec. 3.   Redemption of Bonds of 2005 Series A in event of acceleration of Notes.......   14
         Sec. 4.   Form of Bonds of 2005 Series A...............................................   15
                   Form of Trustee's Certificate................................................   17
PART II. CREATION OF THREE HUNDRED FORTIETH SERIES OF BONDS. GENERAL AND REFUNDING                 20
MORTGAGE BONDS, 2005 Series B...................................................................
         Sec. 1.   Terms of Bonds of 2005 Series B..............................................   20
                   Release......................................................................   23
         Sec. 2.   Redemption of Bonds of 2005 Series B.........................................   23
         Sec. 3.   Redemption of Bonds of 2005 Series B in event of acceleration of Notes.......   24
         Sec. 4.   Form of Bonds of 2005 Series B...............................................   25
                   Form of Trustee's Certificate................................................   27
PART III. RECORDING AND FILING DATA.............................................................   30
         Recording and Filing of Original Indenture.............................................   30
         Recording and Filing of Supplemental Indentures........................................   30
         Recording of Certificates of Provision for Payment.....................................   35
PART IV. THE TRUSTEE............................................................................   36
         Terms and Conditions of Acceptance of Trust by Trustee.................................   36
PART V. MISCELLANEOUS...........................................................................   36
         Confirmation of Section 318(c) of Trust Indenture Act..................................   36
         Execution in Counterparts..............................................................   36
         Testimonium............................................................................   36
         Execution by The Detroit Edison Company................................................   37
         Acknowledgment of Execution by Company.................................................   38
         Execution by Trustee...................................................................   39
         Acknowledgment of Execution by Trustee.................................................   40
         Affidavit as to Consideration and Good Faith...........................................   41


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

                                      (i)


PARTIES.

SUPPLEMENTAL INDENTURE, dated as of the 1st day of February, in the year 2005,
between THE DETROIT EDISON COMPANY, a corporation organized and existing under
the laws of the State of Michigan and a public utility (hereinafter called the
"Company"), party of the first part, and J.P. Morgan Trust Company, National
Association (successor to Bank One, National Association), a trust company
organized and existing under the laws of the United States, having a corporate
trust office at 611 Woodward Avenue, Detroit, Michigan 48226, as successor
Trustee under the Mortgage and Deed of Trust hereinafter mentioned (hereinafter
called the "Trustee"), party of the second part.

ORIGINAL INDENTURE AND 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, December 1, 1994, August 1, 1995, August 1,
1999, August 15, 1999 and January 1, 2000, April 15, 2000, August 1, 2000,

                                       1


March 15, 2001, May 1, 2001, August 15, 2001, September 15, 2001, September 17,
2002, October 15, 2002, December 1, 2002, August 1, 2003, March 15, 2004 and
July 1, 2004 supplemental to the Original Indenture, have heretofore been
entered into between the Company and the Trustee (the Original Indenture and all
indentures supplemental thereto together being hereinafter sometimes referred to
as the "Indenture"); and

ISSUE OF BONDS UNDER INDENTURE.

WHEREAS, the Indenture provides that said bonds 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 Ten billion eight hundred twenty-three
million six hundred twenty-seven thousand ($10,823,627,000) 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,



                                       2


                                                  
(12)            Bonds of Series L                       --  Principal Amount $24,000,000,

(13)            Bonds of Series M                       --  Principal Amount $40,000,000,

(14)            Bonds of Series N                       --  Principal Amount $40,000,000,

(15)            Bonds of Series O                       --  Principal Amount $60,000,000,

(16)            Bonds of Series P                       --  Principal Amount $70,000,000,

(17)            Bonds of Series Q                       --  Principal Amount $40,000,000,

(18)            Bonds of Series W                       --  Principal Amount $50,000,000,

(19)            Bonds of Series AA                      --  Principal Amount $100,000,000,

(20)            Bonds of Series BB                      --  Principal Amount $50,000,000,

(21)            Bonds of Series CC                      --  Principal Amount $50,000,000,

(22)            Bonds of Series UU                      --  Principal Amount $100,000,000,

(23-31)         Bonds of Series DDP Nos. 1-9            --  Principal Amount $14,305,000,

(32-45)         Bonds of Series FFR Nos. 1-14           --  Principal Amount $45,600,000,

(46-67)         Bonds of Series GGP Nos. 1-22           --  Principal Amount $42,300,000,

(68)            Bonds of Series HH                      --  Principal Amount $50,000,000,

(69-90)         Bonds of Series IIP Nos. 1-22           --  Principal Amount $3,750,000,

(91-98)         Bonds of Series JJP Nos. 1-8            --  Principal Amount $6,850,000,

(99-107)        Bonds of Series KKP Nos. 1-9            --  Principal Amount $34,890,000,

(108-122)       Bonds of Series LLP Nos. 1-15           --  Principal Amount $8,850,000,

(123-143)       Bonds of Series NNP Nos. 1-21           --  Principal Amount $47,950,000,

(144-161)       Bonds of Series OOP Nos. 1-18           --  Principal Amount $18,880,000,

(162-180)       Bonds of Series QQP Nos. 1-19           --  Principal Amount $13,650,000,

(181-195)       Bonds of Series TTP Nos. 1-15           --  Principal Amount $3,800,000,



                                       3


                                                  
(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                 --  Principal Amount $5,430,000,
                MMP No. 2

(256)           Bonds of Series T                       --  Principal Amount $75,000,000,

(257)           Bonds of Series U                       --  Principal Amount $75,000,000,

(258)           Bonds of 1986 Series B                  --  Principal Amount $100,000,000,

(259)           Bonds of 1987 Series D                  --  Principal Amount $250,000,000,

(260)           Bonds of 1987 Series E                  --  Principal Amount $150,000,000,

(261)           Bonds of 1987 Series C                  --  Principal Amount $225,000,000,

(262)           Bonds of Series V                       --  Principal Amount $100,000,000,

(263)           Bonds of Series SS                      --  Principal Amount $150,000,000,

(264)           Bonds of 1980 Series B                  --  Principal Amount $100,000,000,

(265)           Bonds of 1986 Series C                  --  Principal Amount $200,000,000,

(266)           Bonds of 1986 Series A                  --  Principal Amount $200,000,000,

(267)           Bonds of 1987 Series B                  --  Principal Amount $175,000,000,



                                       4


                                                  
(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,

(285)           Bonds of 1991 Series EP                 --  Principal Amount $41,480,000,

(286)           Bonds of 1993 Series H                  --  Principal Amount $50,000,000,

(287)           Bonds of 1999 Series D                  --  Principal Amount $40,000,000,

(288)           Bonds of 1991 Series FP                 --  Principal Amount $98,375,000,

(289)           Bonds of 1992 Series BP                 --  Principal Amount $20,975,000,

(290)           Bonds of 1992 Series D                  --  Principal Amount $300,000,000,



                                       5


                                                  
(291)           Bonds of 1992 Series CP                 --  Principal Amount $35,000,000,

(292)           Bonds of 1993 Series C                  --  Principal Amount $225,000,000,

(293)           Bonds of 1993 Series E                  --  Principal Amount $400,000,000,

(294)           Bonds of 1993 Series J                  --   Principal Amount $300,000,000,

(295-300)       Bonds of Series KKP Nos. 10-15          --   Principal Amount $179,590,000,

(301)           Bonds of 1989 Series BP No. 2           --   Principal Amount $36,000,000,

(302)           Bonds of 1993 Series FP                 --   Principal Amount $5,685,000,

(303)           Bonds of 1993 Series IP                 --   Principal Amount $5,825,000,

(304)           Bonds of 1994 Series AP                 --   Principal Amount $7,535,000,
                                                        and

(305)           Bonds of 1994 Series BP                 --   Principal Amount $12,935,000,

(306)           Bonds of 1994 Series DP                 --   Principal Amount $23,700,000,
                                                        and



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

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

(308)           Bonds of 1990 Series C in the principal amount of Eighty-five
                million four hundred seventy-five thousand dollars ($85,475,000)
                of which Fifty-one million two hundred eighty-five thousand
                dollars ($51,285,000) principal amount have heretofore been
                retired and Thirty-four million one hundred ninety thousand
                dollars ($34,190,000) principal amount are outstanding at
                the date hereof;

(309)           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

                                       6


                outstanding at the date hereof;

(310)           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;

(311)           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;

(312)           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;

(313)           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;

(314)           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;

(315)           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;

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

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

(318)           Bonds of 1999 Series AP in the principal amount of One hundred
                eighteen million three hundred sixty thousand dollars
                ($118,360,000), all of which are outstanding at the date hereof;

(319)           Bonds of 1999 Series BP in the principal amount of Thirty-nine
                million seven hundred forty-five thousand dollars ($39,745,000),
                all of which are outstanding of the date hereof;

(320)           Bonds of 1999 Series CP in the principal amount of Sixty-six
                million five hundred sixty-five thousand dollars ($66,565,000),
                all of which are outstanding at the date hereof;

(321)           Bonds of 2000 Series A in the principal amount of Two Hundred
                Twenty

                                       7


                million dollars ($220,000,000) of which One hundred forty-three
                million eight hundred ninety-five thousand dollars
                ($143,895,000) principal amount have heretofore been retired and
                seventy-six million one hundred five thousand dollars
                ($76,105,000) principal amount are outstanding at the date
                hereof;

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

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

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

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

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

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

(328)           Bonds of 2002 Series A in the principal amount of Two hundred
                twenty-five million dollars ($225,000,000), all of which are
                outstanding at the date hereof;

(329)           Bonds of 2002 Series B in the principal amount of Two hundred
                twenty-five million dollars ($225,000,000), all of which are
                outstanding at the date hereof;

(330)           Bonds of 2002 Series C in the principal amount of Sixty-four
                million three hundred thousand dollars ($64,300,000), all of
                which are outstanding at the date hereof;

(331)           Bonds of 2002 Series D in the principal amount of Fifty-five
                million nine hundred seventy-five thousand dollars
                ($55,975,000), all of which are outstanding at the date hereof;

(332)           Bonds of 2003 Series A in the principal amount of Forty-nine
                million dollars ($49,000,000), all of which are outstanding at
                the date hereof;

                                       8


(333)           INTENTIONALLY RESERVED FOR 1990 SERIES D;

(334)           INTENTIONALLY RESERVED FOR 1990 SERIES E;

(335)           INTENTIONALLY RESERVED FOR 1990 SERIES F;

(336)           Bonds of 2004 Series A in the principal amount of Thirty-six
                million dollars ($36,000,000), all of which are outstanding at
                the date hereof;

(337)           Bonds of 2004 Series B in the principal amount of Thirty-one
                million nine hundred eighty thousand dollars ($31,980,000), all
                of which are outstanding at the date hereof; and

(338)           Bonds of 2004 Series D in the principal amount of Two hundred
                million dollars ($200,000,000), all of which are outstanding at
                the date hereof; and

                accordingly, the Company has issued and has presently
                outstanding Two billion eight hundred nineteen million two
                hundred twenty-two thousand dollars ($2,819,222,000) aggregate
                principal amount of its General and Refunding Mortgage Bonds
                (the "Bonds") at the date hereof.

REASON FOR CREATION OF NEW SERIES.

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

BONDS TO BE 2005 SERIES A AND 2005 SERIES B.

WHEREAS, for such purpose the Company desires by this Supplemental Indenture to
create two new series of bonds, to be designated "General and Refunding Mortgage
Bonds, 2005 Series A" in the aggregate principal amount of two hundred million
dollars ($200,000,000) and "General and Refunding Mortgage Bonds, 2005 Series B"
in the aggregate principal amount of two hundred million dollars ($200,000,000),
to be authenticated and delivered pursuant to Section 8 of Article III of the
Indenture; and

FURTHER ASSURANCE.

WHEREAS, the Original Indenture, by its terms, includes in the property subject
to the lien thereof all of the estates and properties, real, personal and mixed,
rights, privileges and franchises of every nature and kind and wheresoever
situate, then or thereafter owned or possessed by or belonging to the Company or
to which it was then or at any time thereafter might be entitled in law or in
equity (saving and excepting,

                                       9


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

                                     PART I.
                     CREATION OF THREE HUNDRED THIRTY-NINTH
                            SERIES OF BONDS, GENERAL
                          AND REFUNDING MORTGAGE BONDS,
                               2005 SERIES A BONDS

TERMS OF BONDS OF 2005 SERIES A.

SECTION 1. The Company hereby creates the three hundred thirty-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

                                       10


the bonds of all other series, by the title "General and Refunding Mortgage
Bonds, 2005 Series A" (elsewhere herein referred to as the "bonds of 2005 Series
A"). The aggregate principal amount of bonds of 2005 Series A 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 any holder of the bonds of 2005 Series A, "reopen" the bonds of 2005
Series A so as to increase the aggregate principal amount outstanding to equal
the aggregate principal amount of Notes (as defined below) outstanding upon a
"reopening" of the series, so long as any additional bonds of 2005 Series A have
the same tenor and terms as the bonds of 2005 Series A established hereby.

Subject to the release provisions set forth below, each bond of 2005 Series A is
to be irrevocably assigned to, and registered in the name of, J.P. Morgan Trust
Company, National Association, as trustee, or a successor trustee (said trustee
or any successor trustee being hereinafter referred to as the "Note Indenture
Trustee"), under the collateral trust indenture, dated as of June 30, 1993 (the
"Note Indenture"), as supplemented, between the Note Indenture Trustee and the
Company, to secure payment of the Company's 2005 Series A 4.80% Senior Notes due
2015 (for purposes of this Part I, the "4.80% Notes").

The bonds of 2005 Series A shall be issued as registered bonds without coupons
in denominations of a multiple of $1,000. The bonds of 2005 Series A shall be
issued in the aggregate principal amount of $200,000,000, shall mature on
February 15, 2015 (subject to earlier redemption or release) and shall bear
interest at the rate of 4.80% per annum, payable semi-annually in arrears on
February 15 and August 15 of each year (commencing August 15, 2005), until the
principal thereof shall have become due and payable and thereafter until the
Company's obligation with respect to the payment of said principal shall have
been discharged as provided in the Indenture. The bonds of 2005 Series A shall
bear additional interest ("Additional Interest") pursuant to that certain
Registration Rights Agreement, dated as of February 7, 2005, among the Company
and the other parties named therein upon the occurrence of any Registration
Default (as defined therein). Additional Interest shall be payable on the
applicable interest payment dates to the same persons and in the same manner as
provided herein for payments of ordinary interest.

                                       11


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

Except as provided herein, each bond of 2005 Series A shall be dated the date of
its authentication and interest shall be payable on the principal represented
thereby from the February 15 or August 15 next preceding the date thereof to
which interest has been paid on bonds of 2005 Series A, unless the bond is
authenticated on a date to which interest has been paid, in which case interest
shall be payable from the date of authentication, or unless the date of
authentication is prior to August 15, 2005, in which case interest shall be
payable from February 7, 2005.

The bonds of 2005 Series A in definitive form shall be, at the election of the
Company, fully engraved or shall be lithographed or printed in authorized
denominations as aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate by such designation
the form, series and denomination of bonds of 2005 Series A). Until bonds of
2005 Series A in definitive form are ready for delivery, the Company may
execute, and upon its request in writing the Trustee shall authenticate and
deliver in lieu thereof, bonds of 2005 Series A in temporary form, as provided
in Section 10 of Article II of the Indenture. Temporary bonds of 2005 Series A,
if any, may be printed and may be issued in authorized denominations in
substantially the form of definitive bonds of 2005 Series A, but without a
recital of redemption prices and with such omissions, insertions and variations
as may be appropriate for temporary bonds, all as may be determined by the
Company.

Interest on any bond of 2005 Series A that is payable on any interest payment
date and is punctually paid or duly provided for shall be paid to the person in
whose name that bond, or any previous bond to the extent evidencing the same
debt as that evidenced by that bond, is registered at the close of business on
the regular record date for such interest, which regular record date shall be
the fifteenth calendar day (whether or not a business day) next preceding such
interest payment date. If the Company shall default in the payment of the
interest due on any interest payment date on the principal represented by any
bond of 2005 Series A, such defaulted interest shall forthwith cease to be
payable to the registered holder of that bond on the relevant regular record
date by virtue of his having been such holder, and such

                                       12


defaulted interest may be paid to the registered holder of that bond (or any
bond or bonds of 2005 Series A issued upon transfer or exchange thereof) on the
date of payment of such defaulted interest or, at the election of the Company,
to the person in whose name that bond (or any bond or bonds of 2005 Series A
issued upon transfer or exchange thereof) is registered on a subsequent record
date established by notice given by mail by or on behalf of the Company to the
holders of bonds of 2005 Series A not less than ten (10) days preceding such
subsequent record date, which subsequent record date shall be at least five (5)
days prior to the payment date of such defaulted interest.

Bonds of 2005 Series A shall not be assignable or transferable except as may be
set forth under Section 405 of the Note Indenture or in the supplemental note
indenture relating to the 4.80% Notes, or, subject to compliance with applicable
law, as may be involved in the course of the exercise of rights and remedies
consequent upon an Event of Default under the Note Indenture. Any such transfer
shall be made upon surrender thereof for cancellation at the office or agency of
the Company in the Borough of Manhattan, the City and State of New York,
together with a written instrument of transfer (if so required by the Company or
by the Trustee) in form approved by the Company duly executed by the holder or
by its duly authorized attorney. Bonds of 2005 Series A shall in the same manner
be exchangeable for a like aggregate principal amount of bonds of 2005 Series A
upon the terms and conditions specified herein and in Section 7 of Article II of
the Indenture. The Company waives its rights under Section 7 of Article II of
the Indenture not to make exchanges or transfers of bonds of 2005 Series A
during any period of ten (10) days next preceding any redemption date for such
bonds.

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

Upon payment of the principal or premium, if any, or interest on the 4.80%
Notes, whether at maturity or prior to maturity by redemption or otherwise, or
upon provision for the payment thereof having been made in accordance with
Article V of the Note Indenture, bonds of 2005 Series A in a principal amount
equal to the principal amount of such 4.80% 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.

                                       13


RELEASE.

From and after the Release Date (as defined in the Note Indenture), the bonds of
2005 Series A shall be deemed fully paid, satisfied and discharged and the
obligation of the Company thereunder shall be terminated. On the Release Date,
the bonds of 2005 Series A shall be surrendered to and canceled by the Trustee.
The Company covenants and agrees that, prior to the Release Date, it will not
take any action that would cause the outstanding principal amount of the bonds
of 2005 Series A to be less than the then outstanding principal amount of the
4.80% Notes.

REDEMPTION OF BONDS OF 2005 SERIES A.

SECTION 2. Bonds of 2005 Series A shall be 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 4.80% Notes.

In the event the Company elects to redeem any 4.80% Notes prior to maturity in
accordance with the provisions of the Note Indenture, the Company shall give the
Trustee notice of redemption of bonds of 2005 Series A on the same date as it
gives notice of redemption of 4.80% Notes to the Note Indenture Trustee.

REDEMPTION OF BONDS OF 2005 SERIES A IN EVENT OF ACCELERATION OF NOTES.

SECTION 3. In the event of an Event of Default under the Note Indenture and the
acceleration of all 4.80% Notes, the bonds of 2005 Series A 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 4.80% Notes, specifying the last date to which interest on the 4.80% Notes
has been paid (such date being hereinafter referred to as the "Initial Interest
Accrual Date") and demanding redemption of the bonds of said series. The Trustee
shall, within five (5) days after receiving such Redemption Demand, mail a copy
thereof to the Company marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such copy of a Redemption
Demand, the Company shall fix a date on which it will redeem the bonds of said
series so demanded to be redeemed (hereinafter called the "Demand Redemption
Date"). Notice of the date fixed as the Demand Redemption Date shall be mailed
by the Company to the Trustee at least ten (10) days prior to such Demand
Redemption Date. The date to be fixed by the Company as and for the Demand
Redemption Date may be any date up to and including the earlier of (x) the 60th
day after receipt by the Trustee of the Redemption Demand or (y) the maturity
date of such bonds first occurring following the 20th day after the receipt by
the Trustee of the Redemption Demand; provided, however,

                                       14


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 (10) nor less than five (5) days prior to the Demand Redemption Date.

Each bond of 2005 Series A shall be redeemed by the Company on the Demand
Redemption Date therefor upon surrender thereof by the Note Indenture Trustee to
the Trustee at a redemption price equal to the principal amount thereof plus
accrued interest thereon at the rate specified for such bond from the Initial
Interest Accrual Date to the Demand Redemption Date plus an amount equal to the
aggregate premium, if any, due and payable on such Demand Redemption Date on all
4.80% Notes; provided, however, that in the event of a receipt by the Trustee of
a notice that, pursuant to Section 602 of the Note Indenture, the Note Indenture
Trustee has terminated proceedings to enforce any right under the Note
Indenture, then any Redemption Demand shall thereby be rescinded by the Note
Indenture Trustee, and no Demand Redemption Notice shall be given, or, if
already given, shall be automatically annulled; but no such rescission or
annulment shall extend to or affect any subsequent default or impair any right
consequent thereon.

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

FORM OF BONDS OF 2005 SERIES A.

SECTION 4. The bonds of 2005 Series A and the form of Trustee's Certificate to
be endorsed on such bonds shall be substantially in the following forms,
respectively:

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

Notwithstanding any provisions hereof or in the Indenture, this bond is not
assignable or transferable except as may be required to effect a transfer to any
successor trustee under the Collateral Trust Indenture, dated as of June 30,
1993, as amended, and as further supplemented as of February 1, 2005, between
The Detroit Edison Company and J.P. Morgan Trust Company, National Association,
as Note Indenture

                                       15


Trustee, or, subject to compliance with applicable law, as may be involved in
the course of the exercise of rights and remedies consequent upon an Event of
Default under said Indenture.

      $                                                         No. R-

THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation of
the State of Michigan, for value received, hereby promises to pay to J.P. Morgan
Trust Company, National Association, as Note Indenture Trustee, or registered
assigns, at the Company's office or agency in the Borough of Manhattan, the City
and State of New York, the principal sum of ________ Dollars ($_________) in
lawful money of the United States of America on February 15, 2015 (subject to
earlier redemption or release) and interest thereon at the rate of 4.80% per
annum, in like lawful money, from February 7, 2005, and after the first payment
of interest on bonds of this Series has been made or otherwise provided for,
from the most recent date to which interest has been paid or otherwise provided
for, semi-annually on February 15 and August 15 of each year (commencing August
15, 2005), until the Company's obligation with respect to payment of said
principal shall have been discharged, all as provided, to the extent and in the
manner specified in the Indenture hereinafter mentioned and in the supplemental
indenture pursuant to which this bond has been issued.

This bond shall bear additional interest ("Additional Interest") pursuant to
that certain Registration Rights Agreement, dated as of February 7, 2005, among
the Company and the other parties named therein upon the occurrence of any
Registration Default (as defined therein). Additional Interest shall be payable
on the applicable interest payment dates to the same persons and in the same
manner as provided herein and in the Indenture for payments of ordinary
interest.

Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and as
further supplemented as of February 1, 2005 (hereinafter called the "Note
Indenture"), between the Company and J.P. Morgan Trust Company, National
Association, as trustee (hereinafter called the "Note Indenture Trustee"), the
Company has issued its 2005 Series A 4.80% Senior Notes due 2015 (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

                                      16


forth on the reverse hereof and such provisions shall for all purposes have the
same effect as though set forth in this place.

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

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

Dated: _____________

            THE DETROIT EDISON COMPANY

            By: AUTHORIZED OFFICER
                ------------------------

[SEAL]

Attest: AUTHORIZED OFFICER

                         [FORM OF TRUSTEE'S CERTIFICATE]

FORM OF TRUSTEE'S CERTIFICATE.

This bond is one of the bonds, of the series designated therein, described in
the within-mentioned Indenture.

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

By _________________________
   Authorized Officer

                            [FORM OF REVERSE OF BOND]

This bond is one of an authorized issue of bonds of the Company, unlimited as to
amount except as provided in the Indenture hereinafter mentioned or any
indentures supplemental thereto, and is one of a series of General and Refunding
Mortgage Bonds known as 2005 Series A, 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

                                      17


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

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

Under the Indenture, funds may be deposited with the Trustee (which shall have
become available for payment), in advance of the redemption date of any of the
bonds of 2005 Series A (or portions

                                      18


thereof), in trust for the redemption of such bonds (or portions thereof) and
the interest due or to become due thereon, and thereupon all obligations of the
Company in respect of such bonds (or portions thereof) so to be redeemed and
such interest shall cease and be discharged, and the holders thereof shall
thereafter be restricted exclusively to such funds for any and all claims of
whatsoever nature on their part under the Indenture or with respect to such
bonds (or portions thereof) and interest.

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

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

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

From and after the Release Date (as defined in the Note Indenture), the

                                      19


bonds of 2005 Series A shall be deemed fully paid, satisfied and discharged and
the obligation of the Company thereunder shall be terminated. On the Release
Date, the bonds of 2005 Series A shall be surrendered to and cancelled by the
Trustee. The Company covenants and agrees that, prior to the Release Date, it
will not take any action that would cause the outstanding principal amount of
the bond of 2005 Series A to be less than the then outstanding principal amount
of the Notes.

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

                                    PART II.
                       CREATION OF THREE HUNDRED FORTIETH
                            SERIES OF BONDS, GENERAL
                          AND REFUNDING MORTGAGE BONDS,
                               2005 SERIES B BONDS

TERMS OF BONDS OF 2005 SERIES B.

SECTION 1. The Company hereby creates the three hundred fortieth series of bonds
to be issued under and secured by the Original Indenture as amended to date and
as further amended by this Supplemental Indenture, to be designated, and to be
distinguished from the bonds of all other series, by the title "General and
Refunding Mortgage Bonds, 2005 Series B" (elsewhere herein referred to as the
"bonds of 2005 Series B"). The aggregate principal amount of bonds of 2005
Series B 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 any holder of the bonds of 2005 Series B,
"reopen" the bonds of 2005 Series B so as to increase the aggregate principal
amount outstanding to equal the aggregate principal amount of Notes (as defined
below) outstanding upon a "reopening" of the series, so long as any additional
bonds of 2005 Series B have the 2005 Series B. same tenor and terms as the bonds
of 2005 Series B established hereby.

                                      20


Subject to the release provisions set forth below, each bond of 2005 Series B is
to be irrevocably assigned to, and registered in the name of, J.P. Morgan Trust
Company, National Association, as trustee, or a successor trustee (said trustee
or any successor trustee being hereinafter referred to as the "Note Indenture
Trustee"), under the collateral trust indenture, dated as of June 30, 1993 (the
"Note Indenture"), as supplemented, between the Note Indenture Trustee and the
Company, to secure payment of the Company's 2005 Series B 5.45% Senior Notes due
2035 (for purposes of this Part II, the "5.45% Notes").

The bonds of 2005 Series B shall be issued as registered bonds without coupons
in denominations of a multiple of $1,000. The bonds of 2005 Series B shall be
issued in the aggregate principal amount of $200,000,000, shall mature on
February 15, 2035 (subject to earlier redemption or release) and shall bear
interest at the rate of 5.45% per annum, payable semi-annually in arrears on
February 15 and August 15 of each year (commencing August 15, 2005), until the
principal thereof shall have become due and payable and thereafter until the
Company's obligation with respect to the payment of said principal shall have
been discharged as provided in the Indenture. The bonds of 2005 Series B shall
bear additional interest ("Additional Interest") pursuant to that certain
Registration Rights Agreement, dated as of February 7, 2005, among the Company
and the other parties named therein upon the occurrence of any Registration
Default (as defined therein). Additional Interest shall be payable on the
applicable interest payment dates to the same persons and in the same manner as
provided herein for payments of ordinary interest.

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

Except as provided herein, each bond of 2005 Series B shall be dated the date of
its authentication and interest shall be payable on the principal represented
thereby from the February 15 or August 15 next preceding the date thereof to
which interest has been paid on bonds of 2005 Series B, unless the bond is
authenticated on a date to which interest has been paid, in which case interest
shall be payable from the date of authentication, or unless the date of
authentication is prior to August 15, 2005, in which case interest shall be
payable from February 7, 2005.

                                      21


The bonds of 2005 Series B in definitive form shall be, at the election of the
Company, fully engraved or shall be lithographed or printed in authorized
denominations as aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate by such designation
the form, series and denomination of bonds of 2005 Series B). Until bonds of
2005 Series B in definitive form are ready for delivery, the Company may
execute, and upon its request in writing the Trustee shall authenticate and
deliver in lieu thereof, bonds of 2005 Series B in temporary form, as provided
in Section 10 of Article II of the Indenture. Temporary bonds of 2005 Series B,
if any, may be printed and may be issued in authorized denominations in
substantially the form of definitive bonds of 2005 Series B, but without a
recital of redemption prices and with such omissions, insertions and variations
as may be appropriate for temporary bonds, all as may be determined by the
Company.

Interest on any bond of 2005 Series B that is payable on any interest payment
date and is punctually paid or duly provided for shall be paid to the person in
whose name that bond, or any previous bond to the extent evidencing the same
debt as that evidenced by that bond, is registered at the close of business on
the regular record date for such interest, which regular record date shall be
the fifteenth calendar day (whether or not a business day) next preceding such
interest payment date. If the Company shall default in the payment of the
interest due on any interest payment date on the principal represented by any
bond of 2005 Series B, such defaulted interest shall forthwith cease to be
payable to the registered holder of that bond on the relevant regular record
date by virtue of his having been such holder, and such defaulted interest may
be paid to the registered holder of that bond (or any bond or bonds of 2005
Series B issued upon transfer or exchange thereof) on the date of payment of
such defaulted interest or, at the election of the Company, to the person in
whose name that bond (or any bond or bonds of 2005 Series B issued upon transfer
or exchange thereof) is registered on a subsequent record date established by
notice given by mail by or on behalf of the Company to the holders of bonds of
2005 Series B not less than ten (10) days preceding such subsequent record date,
which subsequent record date shall be at least five (5) days prior to the
payment date of such defaulted interest.

Bonds of 2005 Series B shall not be assignable or transferable except as may be
set forth under Section 405 of the Note Indenture or in the supplemental note
indenture relating to the 5.45% 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

                                      22


Company in the Borough of Manhattan, the City and State of New York, together
with a written instrument of transfer (if so required by the Company or by the
Trustee) in form approved by the Company duly executed by the holder or by its
duly authorized attorney. Bonds of 2005 Series B shall in the same manner be
exchangeable for a like aggregate principal amount of bonds of 2005 Series B
upon the terms and conditions specified herein and in Section 7 of Article II of
the Indenture. The Company waives its rights under Section 7 of Article II of
the Indenture not to make exchanges or transfers of bonds of 2005 Series B
during any period of ten (10) days next preceding any redemption date for such
bonds.

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

Upon payment of the principal or premium, if any, or interest on the 5.45%
Notes, whether at maturity or prior to maturity by redemption or otherwise, or
upon provision for the payment thereof having been made in accordance with
Article V of the Note Indenture, bonds of 2005 Series B in a principal amount
equal to the principal amount of such 5.45% 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
2005 Series B shall be deemed fully paid, satisfied and discharged and the
obligation of the Company thereunder shall be terminated. On the Release Date,
the bonds of 2005 Series B shall be surrendered to and canceled by the Trustee.
The Company covenants and agrees that, prior to the Release Date, it will not
take any action that would cause the outstanding principal amount of the bonds
of 2005 Series B to be less than the then outstanding principal amount of the
5.45% Notes.

REDEMPTION OF BONDS OF 2005 SERIES B.

SECTION 2. Bonds of 2005 Series B shall be redeemed on the respective dates and
in the respective principal amounts which correspond to the redemption dates
for, and the principal amounts to be redeemed of, the 5.45% Notes.

In the event the Company elects to redeem any 5.45% Notes prior to maturity in
accordance with the provisions of the Note Indenture, the

                                      23


Company shall give the Trustee notice of redemption of bonds of 2005 Series B on
the same date as it gives notice of redemption of 5.45% Notes to the Note
Indenture Trustee.

REDEMPTION OF BONDS OF 2005 SERIES B IN EVENT OF ACCELERATION OF NOTES.

SECTION 3. In the event of an Event of Default under the Note Indenture and the
acceleration of all 5.45% Notes, the bonds of 2005 Series B 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 5.45% Notes, specifying the last date to which interest on the 5.45% Notes
has been paid (such date being hereinafter referred to as the "Initial Interest
Accrual Date") and demanding redemption of the bonds of said series. The Trustee
shall, within five (5) days after receiving such Redemption Demand, mail a copy
thereof to the Company marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such copy of a Redemption
Demand, the Company shall fix a date on which it will redeem the bonds of said
series so demanded to be redeemed (hereinafter called the "Demand Redemption
Date"). Notice of the date fixed as the Demand Redemption Date shall be mailed
by the Company to the Trustee at least ten (10) days prior to such Demand
Redemption Date. The date to be fixed by the Company as and for the Demand
Redemption Date may be any date up to and including the earlier of (x) the 60th
day after receipt by the Trustee of the Redemption Demand or (y) the maturity
date of such bonds first occurring following the 20th day after the receipt by
the Trustee of the Redemption Demand; provided, however, that if the Trustee
shall not have received such notice fixing the Demand Redemption Date on or
before the 10th day preceding the earlier of such dates, the Demand Redemption
Date shall be deemed to be the earlier of such dates. The Trustee shall mail
notice of the Demand Redemption Date (such notice being hereinafter called the
"Demand Redemption Notice") to the Note Indenture Trustee not more than ten (10)
nor less than five (5) days prior to the Demand Redemption Date.

Each bond of 2005 Series B shall be redeemed by the Company on the Demand
Redemption Date therefor upon surrender thereof by the Note Indenture Trustee to
the Trustee at a redemption price equal to the principal amount thereof plus
accrued interest thereon at the rate specified for such bond from the Initial
Interest Accrual Date to the Demand Redemption Date plus an amount equal to the
aggregate premium, if any, due and payable on such Demand Redemption Date on all
5.45% 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

                                      24


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 2005 SERIES B.

SECTION 4. The bonds of 2005 Series B and the form of Trustee's Certificate to
be endorsed on such bonds shall be substantially in the following forms,
respectively:

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

Notwithstanding any provisions hereof or in the Indenture, this bond is not
assignable or transferable except as may be required to effect a transfer to any
successor trustee under the Collateral Trust Indenture, dated as of June 30,
1993, as amended, and as further supplemented as of February 1, 2005, between
The Detroit Edison Company and J.P. Morgan Trust Company, National Association,
as Note Indenture Trustee, or, subject to compliance with applicable law, as may
be involved in the course of the exercise of rights and remedies consequent upon
an Event of Default under said Indenture.

      $                                                          No. R-

THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation of
the State of Michigan, for value received, hereby promises to pay to J.P. Morgan
Trust Company, National Association, as Note Indenture Trustee, or registered
assigns, at the Company's office or agency in the Borough of Manhattan, the City
and State of New York, the principal sum of _________ Dollars ($________) in
lawful money of the United States of America on February 15, 2035 (subject to
earlier redemption or release) and interest thereon at the rate of 5.45% per
annum, in like lawful money, from February 7, 2005, and after the first payment
of interest on bonds of this Series has been made or otherwise provided for,
from the most recent date to which interest has been paid or otherwise provided
for, semi-annually on February 15 and August 15 of each year (commencing August
15, 2005), until the Company's obligation with respect to

                                      25


payment of said principal shall have been discharged, all as provided, to the
extent and in the manner specified in the Indenture hereinafter mentioned and in
the supplemental indenture pursuant to which this bond has been issued.

This bond shall bear additional interest ("Additional Interest") pursuant to
that certain Registration Rights Agreement, dated as of February 7, 2005, among
the Company and the other parties named therein upon the occurrence of any
Registration Default (as defined therein). Additional Interest shall be payable
on the applicable interest payment dates to the same persons and in the same
manner as provided herein and in the Indenture for payments of ordinary
interest.

Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and as
further supplemented as of February 1, 2005 (hereinafter called the "Note
Indenture"), between the Company and J.P. Morgan Trust Company, National
Association, as trustee (hereinafter called the "Note Indenture Trustee"), the
Company has issued its 2005 Series B 5.45% Senior Notes due 2035 (the "Notes").
This bond was originally issued to the Note Indenture Trustee so as to secure
the payment of the Notes. Payments of principal of, or premium, if any, or
interest on, the Notes shall constitute like payments on this bond as further
provided herein and in the supplemental indenture pursuant to which this bond
has been issued.

Reference is hereby made to such further provisions of this bond set forth on
the reverse hereof and such provisions shall for all purposes have the same
effect as though set forth in this place. This bond shall not be valid or become
obligatory for any purpose until J.P. Morgan Trust Company, National
Association, the Trustee under the Indenture, or its successor thereunder, shall
have signed the form of certificate endorsed hereon.

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

Dated: _____________

          THE DETROIT EDISON COMPANY

          By: AUTHORIZED OFFICER
              --------------------------

[SEAL]

                                      26


Attest: AUTHORIZED OFFICER

                         [FORM OF TRUSTEE'S CERTIFICATE]

FORM OF TRUSTEE'S CERTIFICATE.

This bond is one of the bonds, of the series designated therein, described in
the within-mentioned Indenture.

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

By ___________________________
   Authorized Officer

                            [FORM OF REVERSE OF BOND]

This bond is one of an authorized issue of bonds of the Company, unlimited as to
amount except as provided in the Indenture hereinafter mentioned or any
indentures supplemental thereto, and is one of a series of General and Refunding
Mortgage Bonds known as 2005 Series B, 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 J.P. Morgan Trust Company,
National Association, as successor in interest to Bank One, National
Association, as Trustee, to which Indenture and all indentures supplemental
thereto (including the Supplemental Indenture dated as of February 1, 2005)
reference is hereby made for a description of the properties and franchises
mortgaged and conveyed, the nature and extent of the security, the terms and
conditions upon which the bonds are issued and under which additional bonds may
be issued, and the rights of the holders of the bonds and of the Trustee in
respect of such security (which Indenture and all indentures supplemental
thereto, including the Supplemental Indenture dated as of February 1, 2005, are
hereinafter collectively called the "Indenture"). As provided in the Indenture,
said bonds may be for various principal sums and are issuable in series, which
may mature at different times, may bear interest at different rates and may
otherwise vary as in said Indenture provided. With the consent of the Company
and to the extent permitted by and as provided in the Indenture, the rights and
obligations of the Company and of the holders of the bonds and the terms and
provisions

                                      27


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

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

Under the Indenture, funds may be deposited with the Trustee (which shall have
become available for payment), in advance of the redemption date of any of the
bonds of 2005 Series B (or portions thereof), in trust for the redemption of
such bonds (or portions thereof) and the interest due or to become due thereon,
and thereupon all obligations of the Company in respect of such bonds (or
portions thereof) so to be redeemed and such interest shall cease and be
discharged, and the holders thereof shall thereafter be restricted exclusively
to such funds for any and all claims of whatsoever nature on their part under
the Indenture or with respect to such bonds (or portions thereof) and interest.

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

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

                                      28


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

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

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

                                      29


                                    PART III.

                            RECORDING AND FILING DATA

RECORDING AND FILING OF ORIGINAL INDENTURE.

The Original Indenture and indentures supplemental thereto have been recorded
and/or filed and Certificates of Provision for Payment have been recorded as
hereinafter set forth.

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

RECORDING AND FILING OF SUPPLEMENTAL INDENTURES.

Pursuant to the terms and provisions of 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
          SUPPLEMENTAL                           PURPOSE OF                FORTH IN SUPPLEMENTAL
            INDENTURE                           SUPPLEMENTAL                     INDENTURE
           DATED AS OF                           INDENTURE                     DATED AS OF:
- -------------------------------    -------------------------------------   ----------------------
                                                                     
June 1, 1925(a)(b).............    Series B Bonds                          February 1, 1940
August 1, 1927(a)(b)...........    Series C Bonds                          February 1, 1940
February 1, 1931(a)(b).........    Series D Bonds                          February 1, 1940
June 1, 1931(a)(b).............    Subject Properties                      February 1, 1940
October 1, 1932(a)(b)..........    Series E Bonds                          February 1, 1940
September 25, 1935(a)(b).......    Series F Bonds                          February 1, 1940
September 1, 1936(a)(b)........    Series G Bonds                          February 1, 1940
November 1, 1936(a)(b).........    Subject Properties                      February 1, 1940


                                      30




                                                                                 RECORDED
                                                                            AND/OR FILED AS SET
          SUPPLEMENTAL                           PURPOSE OF                FORTH IN SUPPLEMENTAL
            INDENTURE                           SUPPLEMENTAL                     INDENTURE
           DATED AS OF                           INDENTURE                     DATED AS OF:
- -------------------------------    -------------------------------------   ----------------------
                                                                     
February 1, 1940(a)(b).........    Subject Properties                      September 1, 1947
December 1, 1940(a)(b).........    Series H Bonds and Additional           September 1, 1947
                                   Provisions
September 1, 1947(a)(b)(c).....    Series I Bonds, Subject Properties      November 15, 1951
                                   and Additional Provisions
March 1, 1950(a)(b)(c).........    Series J Bonds and Additional           November 15, 1951
                                   Provisions
November 15, 1951(a)(b)(c).....    Series K Bonds Additional Provisions    January 15, 1953
                                   and Subject Properties
January 15, 1953(a)(b).........    Series L Bonds                          May 1, 1953
May 1, 1953(a).................    Series M Bonds and Subject Properties   March 15, 1954
March 15, 1954(a)(c)...........    Series N Bonds and Subject Properties   May 15, 1955
May 15, 1955(a)(c).............    Series O Bonds and Subject Properties   August 15, 1957
August 15, 1957(a)(c)..........    Series P Bonds Additional Provisions    June 1, 1959
                                   and Subject Properties
June 1, 1959(a)(c).............    Series Q Bonds and Subject Properties   December 1, 1966
December 1, 1966(a)(c).........    Series R Bonds Additional Provisions    October 1, 1968
                                   and Subject Properties
October 1, 1968(a)(c)..........    Series S Bonds and Subject Properties   December 1, 1969
December 1, 1969(a)(c).........    Series T Bonds and Subject Properties   July 1, 1970
July 1, 1970(c)................    Series U Bonds and Subject Properties   December 15, 1970
December 15, 1970(c)...........    Series V and Series W Bonds             June 15, 1971
June 15, 1971(c)...............    Series X Bonds and Subject Properties   November 15, 1971
November 15, 1971(c)...........    Series Y Bonds and Subject Properties   January 15, 1973
January 15, 1973(c)............    Series Z Bonds and Subject Properties   May 1, 1974


                                      31




                                                                                 RECORDED
                                                                            AND/OR FILED AS SET
           SUPPLEMENTAL                          PURPOSE OF                FORTH IN SUPPLEMENTAL
            INDENTURE                           SUPPLEMENTAL                     INDENTURE
           DATED AS OF                           INDENTURE                     DATED AS OF:
- -------------------------------    -------------------------------------   ----------------------
                                                                     
May 1, 1974....................    Series AA Bonds and Subject             October 1, 1974
                                   Properties
October 1, 1974................    Series BB Bonds and Subject             January 15, 1975
                                   Properties
January 15, 1975...............    Series CC Bonds and Subject             November 1, 1975
                                   Properties
November 1, 1975...............    Series DDP Nos. 1-9 Bonds and           December 15, 1975
                                   Subject Properties
December 15, 1975..............    Series EE Bonds and Subject             February 1, 1976
                                   Properties
February 1, 1976...............    Series FFR Nos. 1-13 Bonds              June 15, 1976
June 15, 1976..................    Series GGP Nos. 1-7 Bonds and           July 15, 1976
                                   Subject Properties
July 15, 1976..................    Series HH Bonds and Subject             February 15, 1977
                                   Properties
February 15, 1977..............    Series MMP Bonds and Subject            March 1, 1977
                                   Properties
March 1, 1977..................    Series IIP Nos. 1-7 Bonds, Series       June 15, 1977
                                   JJP Nos. 1-7 Bonds, Series KKP Nos.
                                   1-7 Bonds and Series LLP Nos. 1-7
                                   Bonds
June 15, 1977..................    Series FFR No. 14 Bonds and Subject     July 1, 1977
                                   Properties
July 1, 1977...................    Series NNP Nos. 1-7 Bonds and           October 1, 1977
                                   Subject Properties
October 1, 1977................    Series GGP Nos. 8-22 Bonds and          June 1, 1978
                                   Series OOP Nos. 1-17 Bonds and
                                   Subject Properties
June 1, 1978...................    Series PP Bonds, Series QQP Nos. 1-9    October 15, 1978
                                   Bonds and Subject Properties
October 15, 1978...............    Series RR Bonds and Subject             March 15, 1979
                                   Properties


                                      32




                                                                                 RECORDED
                                                                            AND/OR FILED AS SET
           SUPPLEMENTAL                          PURPOSE OF                FORTH IN SUPPLEMENTAL
            INDENTURE                           SUPPLEMENTAL                     INDENTURE
           DATED AS OF                           INDENTURE                     DATED AS OF:
- -------------------------------    -------------------------------------   ----------------------
                                                                     
March 15, 1979.................    Series SS Bonds and Subject             July 1, 1979
                                   Properties
July 1, 1979...................    Series IIP Nos. 8-22 Bonds, Series      September 1, 1979
                                   NNP Nos. 8-21 Bonds and Series TTP
                                   Nos. 1-15 Bonds and Subject
                                   Properties
September 1, 1979..............    Series JJP No. 8 Bonds, Series KKP      September 15, 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 and Subject         April 1, 1980
                                   Properties
April 1, 1980..................    1980 Series B Bonds                     August 15, 1980
August 15, 1980................    Series QQP Nos. 10-19 Bonds, 1980       August 1, 1981
                                   Series CP Nos. 1-12 Bonds and 1980
                                   Series DP No. 1-11 Bonds and Subject
                                   Properties
August 1, 1981.................    1980 Series CP Nos. 13-25 Bonds and     November 1, 1981
                                   Subject Properties
November 1, 1981...............    1981 Series AP Nos. 1-12 Bonds          June 30, 1982
June 30, 1982..................    Article XIV Reconfirmation              August 15, 1982
August 15, 1982................    1981 Series AP Nos. 13-14 and           June 1, 1983
                                   Subject Properties
June 1, 1983...................    1981 Series AP Nos. 15-16 and           October 1, 1984
                                   Subject Properties
October 1, 1984................    1984 Series AP and 1984 Series BP       May 1, 1985
                                   Bonds and Subject Properties
May 1, 1985....................    1985 Series A Bonds                     May 15, 1985
May 15, 1985...................    1985 Series B Bonds and Subject         October 15, 1985
                                   Properties
October 15, 1985...............    Series KKP No. 9 Bonds and Subject      April 1, 1986
                                   Properties
April 1, 1986..................    1986 Series A and Subject Properties    August 15, 1986


                                      33




                                                                                 RECORDED
                                                                            AND/OR FILED AS SET
           SUPPLEMENTAL                          PURPOSE OF                FORTH IN SUPPLEMENTAL
            INDENTURE                           SUPPLEMENTAL                     INDENTURE
           DATED AS OF                           INDENTURE                     DATED AS OF:
- -------------------------------    -------------------------------------   ----------------------
                                                                     
August 15, 1986................    1986 Series B and Subject Properties    November 30, 1986
November 30, 1986..............    1986 Series C                           January 31, 1987
January 31, 1987...............    1987 Series A                           April 1, 1987
April 1, 1987..................    1987 Series B and 1987 Series C         August 15, 1987
August 15, 1987................    1987 Series D and 1987 Series E and     November 30, 1987
                                   Subject Properties
November 30, 1987..............    1987 Series F                           June 15, 1989
June 15, 1989..................    1989 Series A                           July 15, 1989
July 15, 1989..................    Series KKP No. 10                       December 1, 1989
December 1, 1989...............    Series KKP No. 11 and 1989 Series BP    February 15, 1990
February 15, 1990..............    1990 Series A, 1990 Series B, 1990      November 1, 1990
                                   Series C, 1990 Series D, 1990 Series
                                   E and 1990 Series F
November 1, 1990...............    Series KKP No. 12                       April 1, 1991
April 1, 1991..................    1991 Series AP                          May 1, 1991
May 1, 1991....................    1991 Series BP and 1991 Series CP       May 15, 1991
May 15, 1991...................    1991 Series DP                          September 1, 1991
September 1, 1991..............    1991 Series EP                          November 1, 1991
November 1, 1991...............    1991 Series FP                          January 15, 1992
January 15, 1992...............    1992 Series BP                          February 29, 1992 and
                                                                           April 15, 1992
February 29, 1992..............    1992 Series AP                          April 15, 1992
April 15, 1992.................    Series KKP No. 13                       July 15, 1992
July 15, 1992..................    1992 Series CP                          November 30, 1992
July 31, 1992..................    1992 Series D                           November 30, 1992
November 30, 1992..............    1992 Series E and 1993 Series D         March 15, 1993
December 15, 1992..............    Series KKP No. 14 and 1989 Series BP    March 15, 1992
                                   No. 2
January 1, 1993................    1993 Series C                           April 1, 1993
March 1, 1993..................    1993 Series E                           June 30, 1993
March 15, 1993.................    1993 Series D                           September 15, 1993
April 1, 1993..................    1993 Series FP and 1993 Series IP       September 15, 1993
April 26, 1993.................    1993 Series G and Amendment of          September 15, 1993
                                   Article II, Section 5


                                      34




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


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

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

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

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, 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

                                      35


irrevocably deposited with the Trustee for that purpose; and Certificates of
Provision for Payment have been recorded in the offices of the respective
Registers of Deeds of certain counties in the State of Michigan, with respect to
all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1
and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No.
1 and GGP No. 8.

                                    PART IV.

                                  THE TRUSTEE.

TERMS AND CONDITIONS OF ACCEPTANCE OF TRUST BY TRUSTEE.

The Trustee hereby accepts the trust hereby declared and provided, and agrees to
perform the same upon the terms and conditions in the Original Indenture, as
amended to date and as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for and in 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 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 supersede provisions of the
Indenture in effect prior to November 15, 1990.

EXECUTION IN COUNTERPARTS.

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

TESTIMONIUM.

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

                                      36


THE DETROIT EDISON COMPANY,

(Corporate Seal)    By: _______________________________
                           Paul A. Stadnikia
                           Assistant Treasurer

EXECUTION

Attest:

By: ________________________________
      Susan E. Riske
      Assistant Corporate Secretary

Signed, sealed and delivered by

THE DETROIT EDISON COMPANY,
in the presence of

____________________________________
Stephanie V. Washio

____________________________________
Timothy J. Maloche

                                      37


STATE OF MICHIGAN
SS.:

COUNTY OF WAYNE

Acknowledgement of Execution by Company.

On this 1st day of February 2005, before me, the subscriber, a Notary Public
within and for the County of Wayne, in the State of Michigan, acting in the
County of Wayne, personally appeared Paul A. Stadnikia, to me personally known,
who, being by me duly sworn, did say that he does business at 2000 2nd Avenue,
Detroit, Michigan 48226 and is the Assistant Treasurer of THE DETROIT EDISON
COMPANY, one of the corporations described in and which executed the foregoing
instrument; that he knows the corporate seal of the said corporation and that
the seal affixed to said instrument is the corporate seal of said corporation;
and that said instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors and that he subscribed his name thereto by
like authority; and said Paul A. Stadnikia acknowledged said instrument to be
the free act and deed of said corporation.

(Notarial Seal)                    ________________________________________
                                    Notary Public, State of Michigan
                                    County of Wayne
                                    My Commission Expires December 28, 2010
                                    Acting in the County of Wayne

                                      38


J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

(Corporate Seal)    By: _____________________________
                       Name:
                       Title:

Attest:

Name: ________________________
Title: _______________________

Signed, sealed and delivered by

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
in the presence of

_________________________________
Name:

_________________________________
Name:

                                      39


                                     STATE OF Michigan
                                     SS:
                                     County of Wayne

Acknowledgment of Execution by Trustee.

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

(Notarial Seal)            _________________________________________
                           Notary Public, State of Michigan
                           No.
                           County of Wayne
                           Commission Expires  _____________
                           Acting in the County of _______________

                                      40


                                     STATE OF MICHIGAN
                                     SS:
                                     COUNTY OF WAYNE.

Affidavit as to Consideration and Good Faith.

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

                                   ________________________________
                                   Paul A. Stadnikia
                                   Assistant Treasurer
                                   The Detroit Edison Company

      Sworn to before me this 1st day of February, 2005

                             ___________________________________
      (Notarial Seal)        Notary Public, State of Michigan
                             County of Wayne
                             My Commission Expires December 28, 2010
                             Acting in the County of Wayne

                                      41


                         This instrument was drafted by
                           Teresa M. Sebastian, Esq.,

                             When recorded return to
                                 Jennifer Evans
                                 2000 2nd Avenue
                                     688 WCB
                             Detroit, Michigan 48226

                                      42

EX-4.3

                                                                     EXHIBIT 4.3

                           THE DETROIT EDISON COMPANY

             $200,000,000 4.80% 2005 SERIES A SENIOR NOTES DUE 2015
             $200,000,000 5.45% 2005 SERIES B SENIOR NOTES DUE 2035

                          REGISTRATION RIGHTS AGREEMENT

                                                                February 7, 2005

Barclays Capital Inc.
Citigroup Global Markets Inc.
As Representatives of the Initial Purchasers
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:

The Detroit Edison Company, a corporation organized under the laws of the State
of Michigan (the "Company"), proposes to issue and sell to certain purchasers
(the "Initial Purchasers"), for whom you (the "Representatives") are acting as
representatives, its $200,000,000 4.80% 2005 Series A Senior Notes due 2015 and
its $200,000,000 5.45% 2005 Series B Senior Notes due 2035 (the "Securities"),
upon the terms set forth in the purchase agreement between the Company and the
Representatives dated February 2, 2005 (the "Purchase Agreement") relating to
the initial placement (the "Initial Placement") of the Securities. To induce the
Initial Purchasers to enter into the Purchase Agreement and to satisfy a
condition to your obligations thereunder, the Company agrees with you for your
benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each a "Holder" and, collectively, the
"Holders"), as follows:

            1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:

            "Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

            "Additional Interest" shall have the meaning set forth in Section 8
hereof.

            "Affiliate" shall have the meaning specified in Rule 405 under the
Act and the terms "controlling" and "controlled" shall have meanings correlative
thereto.

            "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.



            "Business Day" shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City or Detroit, Michigan.

            "Closing Date" shall mean the date of the first issuance of the
Securities.

            "Commission" shall mean the Securities and Exchange Commission.

            "Deferral Period" shall have the meaning indicated in Section
4(k)(ii) hereof.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

            "Exchange Offer Registration Period" shall mean the one-year period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

            "Exchange Offer Registration Statement" shall mean a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

            "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Securities.

            "Final Memorandum" shall mean the offering memorandum, dated
February 2, 2005, relating to the Securities, including any and all exhibits
thereto and any information incorporated by reference therein as of such date.

            "Holder" shall have the meaning set forth in the preamble hereto.

            "Indenture" shall mean the Indenture relating to the Securities,
dated as of June 30, 1993, between the Company and J.P. Morgan Trust Company,
National Association, as trustee, as amended and supplemented by various
supplemental indentures including the supplemental indenture creating the
Securities, as the same may be further amended and supplemented from time to
time in accordance with the terms thereof.

            "Initial Placement" shall have the meaning set forth in the preamble
hereto.

            "Initial Purchaser" shall have the meaning set forth in the preamble
hereto.

            "Losses" shall have the meaning set forth in Section 6(e) hereof.

                                       2


            "Majority Holders" shall mean, on any date, Holders of a majority of
the aggregate principal amount of Securities registered under a Registration
Statement.

            "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that administer an underwritten
offering, if any, under a Registration Statement.

            "NASD Rules" shall mean the Conduct Rules and the By-Laws of the
National Association of Securities Dealers, Inc.

            "New Securities" shall mean debt securities of the Company identical
in all material respects to the Securities (except that the transfer
restrictions shall be modified or eliminated, as appropriate) to be issued under
the New Securities Indenture.

            "New Securities Indenture" shall mean an indenture between the
Company and the New Securities Trustee, identical in all material respects to
the Indenture (except that the transfer restrictions shall be modified or
eliminated, as appropriate, and except that no Additional Interest shall accrue
under any circumstances on any New Security that is not a Registrable Security),
which may be the Indenture if in the terms thereof appropriate provision is made
for the New Securities.

            "New Securities Trustee" shall mean the Trustee or any other bank or
trust company reasonably satisfactory to the Initial Purchasers, as trustee with
respect to the New Securities under the New Securities Indenture, which may be
the Trustee.

            "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto, including
any and all exhibits thereto and any information incorporated by reference
therein.

            "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

            "Registered Exchange Offer" shall mean the proposed offer of the
Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

            "Registrable Securities" shall mean (i) Securities other than those
that have been (A) registered under a Registration Statement and disposed of in
accordance therewith or (B) distributed to the public pursuant to Rule 144 under
the Act or any successor rule or regulation thereto that may be adopted by the
Commission and (ii) any New Securities resale of which by the Holder thereof
requires compliance with the prospectus delivery requirements of the Act.

            "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant

                                       3


to the provisions of this Agreement, any amendments and supplements to such
registration statement, including post-effective amendments (in each case
including the Prospectus contained therein), all exhibits thereto and all
material incorporated by reference therein.

            "Securities" shall have the meaning set forth in the preamble
hereto.

            "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

            "Shelf Registration Period" has the meaning set forth in Section
3(b) hereof.

            "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 3 hereof which
covers some or all of the Securities or New Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

            "Trustee" shall mean the trustee with respect to the Securities
under the Indenture.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated thereunder.

            "underwriter" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.

            2. Registered Exchange Offer. (a) The Company shall prepare and, not
later than 90 days following the Closing Date, shall file with the Commission
the Exchange Offer Registration Statement with respect to the Registered
Exchange Offer. The Company shall use its reasonable best efforts to cause the
Exchange Offer Registration Statement to become effective under the Act within
180 days of the Closing Date.

            (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is
not an Affiliate of the Company, acquires the New Securities in the ordinary
course of such Holder's business, has no arrangements with any person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

            (c) In connection with the Registered Exchange Offer, the Company
shall:

                                       4


                  (i)   mail to each Holder a copy of the Prospectus forming
            part of the Exchange Offer Registration Statement, together with an
            appropriate letter of transmittal and related documents;

                  (ii)  keep the Registered Exchange Offer open for not less
            than 20 Business Days and not more than 30 Business Days after the
            date notice thereof is mailed to the Holders (or, in each case,
            longer if required by applicable law);

                  (iii) use its reasonable best efforts to keep the Exchange
            Offer Registration Statement continuously effective under the Act,
            supplemented and amended as required, under the Act to ensure that
            it is available for sales of New Securities by Exchanging Dealers
            during the Exchange Offer Registration Period;

                  (iv)  utilize the services of a depositary for the Registered
            Exchange Offer with an address in the Borough of Manhattan in New
            York City, which may be the Trustee, the New Securities Trustee or
            an Affiliate of either of them;

                  (v)   permit Holders to withdraw tendered Securities at any
            time prior to the close of business, New York time, on the last
            Business Day on which the Registered Exchange Offer is open;

                  (vi)  prior to effectiveness of the Exchange Offer
            Registration Statement, provide a supplemental letter to the
            Commission (A) stating that the Company is conducting the Registered
            Exchange Offer in reliance on the position of the Commission in
            Exxon Capital Holdings Corporation (pub. avail. May 13, 1988),
            Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B)
            including a representation that the Company has not entered into any
            arrangement or understanding with any person to distribute the New
            Securities to be received in the Registered Exchange Offer and that,
            to the best of the Company's information and belief, each Holder
            participating in the Registered Exchange Offer is acquiring the New
            Securities in the ordinary course of business and has no arrangement
            or understanding with any person to participate in the distribution
            of the New Securities; and

                  (vii) comply in all respects with all applicable laws.

            (d) As soon as practicable after the close of the Registered
Exchange Offer, the Company shall:

                  (i)   accept for exchange all Securities tendered and not
            validly withdrawn pursuant to the Registered Exchange Offer;

                  (ii)  deliver to the Trustee for cancellation in accordance
            with Section 4(s) all Securities so accepted for exchange; and

                  (iii) cause the New Securities Trustee promptly to
            authenticate and deliver to each Holder of Securities a principal
            amount of New Securities equal to the principal amount of the
            Securities of such Holder so accepted for exchange.

                                       5


            (e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Exxon Capital Holdings Corporation (pub. avail.
May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction, which must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from the Company or one of its Affiliates. Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that, at the time of the consummation of the Registered
Exchange Offer:

                  (i)   any New Securities received by such Holder will be
            acquired in the ordinary course of business;

                  (ii)  such Holder will have no arrangement or understanding
            with any person to participate in the distribution of the Securities
            or the New Securities within the meaning of the Act; and

                  (iii) such Holder is not an Affiliate of the Company.

            (f) If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Company shall issue and deliver to such Initial
Purchaser or the person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of New
Securities. The Company shall use its reasonable best efforts to cause the CUSIP
Service Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.

            3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) the
Registered Exchange Offer is not consummated within 60 days following the
effectiveness of the Exchange Offer Registration Statement; (iii) for any other
reason the Registered Exchange Offer is not consummated within 240 days of the
Closing Date; (iv) any Initial Purchaser so requests with respect to Securities
that are not eligible to be exchanged for New Securities in the Registered
Exchange Offer and that are held by it following consummation of the Registered
Exchange Offer; (v) any Holder (other than an Initial Purchaser) is not eligible
to participate in the Registered Exchange Offer; or (vi) in the case of any
Initial Purchaser that participates in the Registered Exchange Offer or acquires
New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not
receive freely tradeable New Securities in exchange for Securities constituting
any portion of an unsold allotment (it being understood that (x) the requirement
that an Initial Purchaser deliver a Prospectus containing the information

                                       6


required by Item 507 or 508 of Regulation S-K under the Act in connection with
sales of New Securities acquired in exchange for such Securities shall result in
such New Securities being not "freely tradeable"; and (y) the requirement that
an Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for Securities
acquired as a result of market-making activities or other trading activities
shall not result in such New Securities being not "freely tradeable"), the
Company shall effect a Shelf Registration Statement in accordance with
subsection (b) below.

            (b) (i) The Company shall as promptly as practicable (but in no
event more than 60 days after so required or requested pursuant to this Section
3 ), file with the Commission and shall use its reasonable best efforts to cause
to be declared effective under the Act within 150 days after so required or
requested, a Shelf Registration Statement relating to the offer and sale of the
Securities or the New Securities, as applicable, by the Holders thereof from
time to time in accordance with the methods of distribution elected by such
Holders and set forth in such Shelf Registration Statement; provided, however,
that no Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and provided further, that with respect to New
Securities received by an Initial Purchaser in exchange for Securities
constituting any portion of an unsold allotment, the Company may, if permitted
by current interpretations by the Commission's staff, file a post-effective
amendment to the Exchange Offer Registration Statement containing the
information required by Item 507 or 508 of Regulation S-K, as applicable, in
satisfaction of its obligations under this subsection with respect thereto, and
any such Exchange Offer Registration Statement, as so amended, shall be referred
to herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.

                  (ii)  The Company shall use its reasonable best efforts to
            keep the Shelf Registration Statement continuously effective,
            supplemented and amended as required by the Act, in order to permit
            the Prospectus forming part thereof to be usable by Holders for a
            period the "Shelf Registration Period") from the date the Shelf
            Registration Statement is declared effective by the Commission until
            (A) the second anniversary of the Closing Date or (B) the date upon
            which all the Securities or New Securities, as applicable, covered
            by the Shelf Registration Statement have been sold pursuant to the
            Shelf Registration Statement. The Company shall be deemed not to
            have used its reasonable best efforts to keep the Shelf Registration
            Statement effective during the Shelf Registration Period if it
            voluntarily takes any action that would result in Holders of
            Securities covered thereby not being able to offer and sell such
            Securities at any time during the Shelf Registration Period, unless
            such action is (x) required by applicable law or otherwise
            undertaken by the Company in good faith and for valid business
            reasons (not including avoidance of the Company's obligations
            hereunder), including the acquisition or divestiture of assets, and
            (y) permitted pursuant to Section 4(k)(ii) hereof.

                  (iii) The Company shall cause the Shelf Registration Statement
            and the related Prospectus and any amendment or supplement thereto,
            as of the effective date of the Shelf Registration Statement or such
            amendment or supplement, (A) to

                                       7


            comply in all material respects with the applicable requirements of
            the Act; and (B) not to contain any untrue statement of a material
            fact or omit to state a material fact required to be stated therein
            or necessary in order to make the statements therein (in the case of
            the Prospectus, in the light of the circumstances under which they
            were made) not misleading.

            4. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

            (a) The Company shall:

                  (i)   furnish to each of the Representatives and to counsel
            for the Holders, not less than five Business Days prior to the
            filing thereof with the Commission, a copy of any Exchange Offer
            Registration Statement and any Shelf Registration Statement, and
            each amendment thereof and each amendment or supplement, if any, to
            the Prospectus included therein (including all documents
            incorporated by reference therein after the initial filing) and
            shall use its reasonable best efforts to reflect in each such
            document, when so filed with the Commission, such comments as the
            Representatives reasonably propose;

                  (ii)  include the information set forth in Annex A hereto on
            the facing page of the Exchange Offer Registration Statement, in
            Annex B hereto in the forepart of the Exchange Offer Registration
            Statement in a section setting forth details of the Exchange Offer,
            in Annex C hereto in the underwriting or plan of distribution
            section of the Prospectus contained in the Exchange Offer
            Registration Statement, and in Annex D hereto in the letter of
            transmittal delivered pursuant to the Registered Exchange Offer;

                  (iii) if requested by an Initial Purchaser, include the
            information required by Item 507 or 508 of Regulation S-K, as
            applicable, in the Prospectus contained in the Exchange Offer
            Registration Statement; and

                  (iv)  in the case of a Shelf Registration Statement, include
            the names of the Holders that propose to sell Securities pursuant to
            the Shelf Registration Statement as selling security holders.

            (b) The Company shall ensure that:

                  (i)   any Registration Statement and any amendment thereto and
            any Prospectus forming part thereof and any amendment or supplement
            thereto complies in all material respects with the Act; and

                  (ii)  any Registration Statement and any amendment thereto
            does not, when it becomes effective, contain an untrue statement of
            a material fact or omit to state a material fact required to be
            stated therein or necessary to make the statements therein not
            misleading.

                                       8


            (c) The Company shall advise the Representatives, the Holders of
Securities covered by any Shelf Registration Statement and any Exchanging Dealer
under any Exchange Offer Registration Statement that has provided in writing to
the Company a telephone or facsimile number and address for notices, and, if
requested by any Representative or any such Holder or Exchanging Dealer, shall
confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof
shall be accompanied by an instruction to suspend the use of the Prospectus
until the Company shall have remedied the basis for such suspension):

                  (i)   when a Registration Statement and any amendment thereto
      has been filed with the Commission and when the Registration Statement or
      any post-effective amendment thereto has become effective;

                  (ii)  of any request by the Commission for any amendment or
      supplement to the Registration Statement or the Prospectus or for
      additional information;

                  (iii) of the issuance by the Commission of any stop order
      suspending the effectiveness of the Registration Statement or the
      institution or threatening of any proceeding for that purpose;

                  (iv)  of the receipt by the Company of any notification with
      respect to the suspension of the qualification of the securities included
      therein for sale in any jurisdiction or the institution or threatening of
      any proceeding for such purpose; and

                  (v)   of the happening of any event that requires any change
      in the Registration Statement or the Prospectus so that, as of such date,
      they (A) do not contain any untrue statement of a material fact and (B) do
      not omit to state a material fact required to be stated therein or
      necessary to make the statements therein (in the case of the Prospectus,
      in the light of the circumstances under which they were made) not
      misleading.

            (d) The Company shall use its reasonable best efforts to prevent the
issuance of any order suspending the effectiveness of any Registration Statement
or the qualification of the securities therein for sale in any jurisdiction and,
if issued, to obtain as soon as possible the withdrawal thereof.

            (e) The Company shall furnish to each Holder of Securities covered
by any Shelf Registration Statement, without charge, at least one copy of such
Shelf Registration Statement and any post-effective amendment thereto, including
all material incorporated therein by reference, and, if the Holder so requests
in writing, all exhibits thereto (including exhibits incorporated by reference
therein).

            (f) The Company shall, during the Shelf Registration Period, deliver
to each Holder of Securities covered by any Shelf Registration Statement,
without charge, as many copies of the Prospectus (including any preliminary
Prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request. The Company consents
to the use of the Prospectus or any amendment or

                                       9


supplement thereto by each of the selling Holders of Securities in connection
with the offering and sale of the Securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Shelf Registration Statement.

            (g) The Company shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including all material
incorporated by reference therein, and, if the Exchanging Dealer so requests in
writing, all exhibits thereto (including exhibits incorporated by reference
therein).

            (h) The Company shall promptly deliver to each Initial Purchaser,
each Exchanging Dealer and each other person required to deliver a Prospectus
during the Exchange Offer Registration Period, without charge, as many copies of
the Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such person may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
person that may be required to deliver a Prospectus following the Registered
Exchange Offer in connection with the offering and sale of the New Securities
covered by the Prospectus, or any amendment or supplement thereto, included in
the Exchange Offer Registration Statement.

            (i) Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Company shall arrange, if
necessary, for the qualification of the Securities or the New Securities for
sale under the laws of such jurisdictions as any Holder shall reasonably request
and shall maintain such qualification in effect so long as required; provided
that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the
Initial Placement, the Registered Exchange Offer or any offering pursuant to a
Shelf Registration Statement, in any such jurisdiction where it is not then so
subject.

            (j) The Company shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.

            (k) (i) Upon the occurrence of any event contemplated by subsections
(c)(ii) through (v) above, the Company shall promptly (or within the time period
provided for by clause (ii) hereof, if applicable) prepare and file a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Initial Purchasers of the
securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In such circumstances,
the period of effectiveness of the Exchange Offer Registration Statement
provided for in Section 2 shall be extended by the number of days from and
including the date of the giving of a notice of suspension pursuant to Section
4(c) to and including the date when the Initial Purchasers, the

                                       10


Holders of the Securities and any known Exchanging Dealer shall have received
such amended or supplemented Prospectus pursuant to this Section.

                  (ii)   Upon the occurrence or existence of any pending
            corporate development or any other material event that, in the
            reasonable judgment of the Company, makes it appropriate to suspend
            the availability of a Shelf Registration Statement and the related
            Prospectus, the Company shall give notice (without notice of the
            nature or details of such events) to the Holders that the
            availability of the Shelf Registration is suspended and, upon actual
            receipt of any such notice, each Holder agrees not to sell any
            Registrable Securities pursuant to the Shelf Registration until such
            Holder's receipt of copies of the supplemented or amended Prospectus
            provided for in Section 3(i) hereof, or until it is advised in
            writing by the Company that the Prospectus may be used, and has
            received copies of any additional or supplemental filings that are
            incorporated or deemed incorporated by reference in such Prospectus.
            The period during which the availability of the Shelf Registration
            and any Prospectus is suspended (the "Deferral Period") shall not
            exceed 60 days in any three-month period or 90 days in any
            twelve-month period.

            (l) Not later than the effective date of any Registration Statement,
the Company shall provide a CUSIP number for the Securities or the New
Securities, as the case may be, registered under such Registration Statement and
provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

            (m) The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders an earnings statement satisfying the provisions of Section 11(a) of the
Act as soon as practicable after the effective date of the applicable
Registration Statement and in any event no later than 45 days after the end of a
12-month period (or 90 days, if such period is a fiscal year) beginning with the
first month of the Company's first fiscal quarter commencing after the effective
date of the applicable Registration Statement.

            (n) The Company shall cause the New Securities Indenture to be
qualified under the Trust Indenture Act in a timely manner.

            (o) The Company may require each Holder of securities to be sold
pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of such securities as the
Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

            (p) In the case of any Shelf Registration Statement, the Company
shall enter into customary agreements (including, if requested, an underwriting
agreement in customary form) and take all other appropriate actions in order to
expedite or facilitate the registration or the disposition of the Securities,
and in connection therewith, if an underwriting agreement is

                                       11


entered into, cause the same to contain indemnification provisions and
procedures no less favorable than those set forth in Section 6 hereof.

            (q) In the case of any Shelf Registration Statement, the Company
shall:

                  (i)   make reasonably available during regular business hours
            for inspection by the Holders of Securities to be registered
            thereunder, any underwriter participating in any disposition
            pursuant to such Registration Statement, and any attorney,
            accountant or other agent retained by the Holders or any such
            underwriter all relevant financial and other records and pertinent
            corporate documents of the Company and its subsidiaries;

                  (ii)  cause the Company's officers, directors, employees,
            accountants and auditors, and use its reasonable best efforts to
            cause the Company's independent certified public accountants, to
            supply all relevant information reasonably requested by the Holders
            or any such underwriter, attorney, accountant or agent in connection
            with any such Registration Statement as is customary for similar due
            diligence examinations;

                  (iii) make such representations and warranties to the Holders
            of Securities registered thereunder and the underwriters, if any, in
            form, substance and scope as are customarily made by the Company to
            underwriters in primary underwritten offerings and covering matters
            including, but not limited to, those set forth in the Purchase
            Agreement;

                  (iv)  obtain opinions of counsel to the Company and updates
            thereof (which counsel and opinions (in form, scope and substance)
            shall be reasonably satisfactory to the Managing Underwriters, if
            any) addressed to each selling Holder and the underwriters, if any,
            covering such matters as are customarily covered in opinions
            requested in the Company's underwritten offerings and such other
            matters as may be reasonably requested by such Holders and
            underwriters;

                  (v)   use its reasonable best efforts to obtain "comfort"
            letters and updates thereof from the independent certified public
            accountants of the Company (and, if necessary, any other independent
            certified public accountants of any subsidiary of the Company or of
            any business acquired by the Company for which financial statements
            and financial data are, or are required to be, included in the
            Registration Statement), addressed to each selling Holder of
            Securities registered thereunder and the underwriters, if any, in
            customary form and covering matters of the type customarily covered
            in "comfort" letters in connection with the Company's primary
            underwritten offerings; and

                  (vi)  deliver such documents and certificates as may be
            reasonably requested by the Majority Holders or the Managing
            Underwriters, if any, including those to evidence compliance with
            Section 4(k) and with any customary conditions contained in the
            underwriting agreement or other agreement entered into by the
            Company.

                                       12


The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (q)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

            (r) In the case of any Exchange Offer Registration Statement, the
Company shall, if requested by an Initial Purchaser, or by a broker dealer that
holds Securities that were acquired as a result of market making or other
trading activities:

                  (i)   make reasonably available during regular business hours
            for inspection by the requesting party and any attorney, accountant
            or other agent retained by the requesting party, all relevant
            financial and other records, pertinent corporate documents and
            properties of the Company and its subsidiaries;

                  (ii)  cause the Company's officers, directors, employees,
            accountants and auditors, and use its reasonable best efforts to
            cause the Company's independent certified public accountants, to
            supply all relevant information reasonably requested by the
            requesting party or any such attorney, accountant or agent in
            connection with any such Registration Statement as is customary for
            similar due diligence examinations;

                  (iii) make such representations and warranties to the
            requesting party, in form, substance and scope as are customarily
            made by the Company to underwriters in primary underwritten
            offerings and covering matters including, but not limited to, those
            set forth in the Purchase Agreement;

                  (iv)  obtain opinions of counsel to the Company and updates
            thereof (which counsel and opinions (in form, scope and substance)
            shall be reasonably satisfactory to the requesting party and its
            counsel, addressed to the requesting party, covering such matters as
            are customarily covered in opinions requested in the Company's
            underwritten offerings and such other matters as may be reasonably
            requested by the requesting party or its counsel;

                  (v)   use its reasonable best efforts to obtain "comfort"
            letters and updates thereof from the independent certified public
            accountants of the Company (and, if necessary, any other independent
            certified public accountants of any subsidiary of the Company or of
            any business acquired by the Company for which financial statements
            and financial data are, or are required to be, included in the
            Registration Statement), addressed to the requesting party, in
            customary form and covering matters of the type customarily covered
            in "comfort" letters in connection with the Company's primary
            underwritten offerings, or if requested by the requesting party or
            its counsel in lieu of a "comfort" letter, an agreed-upon procedures
            letter under Statement on Auditing Standards No. 35, covering
            matters requested by the requesting party or its counsel; and

                  (vi)  deliver such documents and certificates as may be
            reasonably requested by the requesting party or its counsel,
            including those to evidence

                                       13


            compliance with Section 4(k) and with conditions customarily
            contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

            (s) If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other person as
directed by the Company) in exchange for the New Securities, the Company shall
mark, or caused to be marked, on the Securities so exchanged that such
Securities are being cancelled in exchange for the New Securities. In no event
shall the Securities be marked as paid or otherwise satisfied.

            (t) The Company shall use its reasonable best efforts to cause the
Securities, or the New Securities, as the case may be, covered by a Registration
Statement, to be rated by at least one nationally recognized statistical rating
agency.

            (u) In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the NASD Rules)
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
the Company shall assist such Broker-Dealer in complying with the NASD Rules.

            (v) The Company shall use its reasonable best efforts to take all
other steps necessary to effect the registration and issuance of the Securities
or the New Securities, as the case may be, covered by a Registration Statement,
including, without limitation, obtaining all necessary consents, approvals,
authorizations or orders of any governmental agency or authority, including the
Federal Energy Regulatory Commission.

            5. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel (which shall initially be Dewey Ballantine LLP, but which may be another
nationally recognized law firm experienced in securities matters designated by
the Majority Holders) to act as counsel for the Holders in connection therewith,
and, in the case of any Exchange Offer Registration Statement, will reimburse
the Initial Purchasers for the reasonable fees and disbursements of counsel
acting in connection therewith.

            6. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Holder of Securities or New Securities, as the
case may be, covered by any Registration Statement, each Initial Purchaser and,
with respect to any Prospectus delivery as contemplated in Section 4(h) hereof,
each Exchanging Dealer, the directors, officers, employees, Affiliates and
agents of each such Holder, Initial Purchaser or Exchanging Dealer and each
person who controls any such Holder, Initial Purchaser or Exchanging Dealer
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange

                                       14


Act or other federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or in any preliminary Prospectus
or the Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of any preliminary Prospectus or the Prospectus, in the
light of the circumstances under which they were made) not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company shall not be liable to any Holder, or director, officer,
employee, Affiliate or agent of such Holder, or any person who controls any such
Holder (other than any Initial Purchaser or Exchanging Dealer, or the directors,
officers, employees, Affiliates and agents of any such Initial Purchaser or
Exchanging Dealer or any person who controls any such Initial Purchaser or
Exchanging Dealer) in any such case unless the party claiming indemnification
was required to deliver a copy of such preliminary Prospectus or Prospectus, and
did, in fact, make such delivery; and provided, further, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of the party claiming indemnification specifically for inclusion therein.
This indemnity agreement shall be in addition to any liability that the Company
may otherwise have.

            The Company also agrees to indemnify as provided in this Section
6(a) or contribute as provided in Section 6(d) hereof to Losses of each
underwriter, if any, of Securities or New Securities, as the case may be,
registered under a Shelf Registration Statement, their directors, officers,
employees, Affiliates or agents and each person who controls such underwriter on
substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 6(a) and shall, if
requested by any Holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 4(p) hereof.

            (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser that is a Holder, in such capacity) severally
and not jointly agrees to indemnify and hold harmless the Company, each of its
directors, each of its officers who signs such Registration Statement and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
each such Holder, but only with reference to written information relating to
such Holder furnished to the Company by or on behalf of such Holder specifically
for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability that any such Holder
may otherwise have.

            (c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof giving information as to the nature and
basis of the claim, but the omission so to notify the indemnifying party shall
not relieve it

                                       15


from any liability which it may have to any indemnified party otherwise than
under such subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. If the indemnifying party assumes the defense, selected counsel
may be counsel to the indemnifying party, unless (i) the indemnifying party and
the indemnified party shall have mutually agreed to the retention of separate
counsel for the indemnified party or (ii) in the written opinion of counsel to
such indemnified party, representation of both parties by the same counsel would
be inappropriate due to actual or likely conflicts of interest between them or
defenses available to the indemnified party which are different from, additional
to or in competition with those available to the indemnifying party, in either
of which cases the reasonable fees and expenses of such separate counsel
(including disbursements) for such indemnified party shall be reimbursed by the
indemnifying party to the indemnified party. It is understood that the
indemnifying party shall not, in connection with any litigation or proceeding or
related litigation or proceedings in the same jurisdiction as to which the
indemnified parties are entitled to such separate representation, be liable
under this Agreement for the reasonable fees and out-of-pocket expenses for more
than one separate firm (together with not more than one appropriate local
counsel) for all such indemnified parties.

            (d) In furtherance of the requirement above that fees and expenses
of counsel (to the extent the indemnifying party does not assume the defense) or
any separate counsel for the indemnified parties shall be reasonable, the
Holders and the Company agree that the indemnifying party's obligations to pay
such fees and expenses shall be conditioned upon the following:

                  (i)   in case separate counsel is proposed to be retained by
            the indemnified parties pursuant to clause (ii) of the preceding
            paragraph, the indemnified parties shall, if appropriate, in good
            faith fully consult with the indemnifying party in advance as to the
            selection of such counsel; and

                  (ii)  reimbursable fees and expenses of such separate counsel
            shall be detailed and supported in a manner reasonably acceptable to
            the indemnifying party (but nothing herein shall be deemed to
            require the furnishing to the indemnifying party of any information,
            including, without limitation, computer print-outs of lawyers' daily
            time entries, to the extent that, in the judgment of such counsel,
            furnishing such information might reasonably be expected to result
            in a waiver of any attorney-client privilege) and presented to the
            indemnifying party as soon as practicable following receipt of such
            counsel's invoice.

            No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to,

                                       16


any pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an
actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party.

            The indemnifying party shall not be liable for any settlement of any
litigation or proceeding effected without the written consent of the
indemnifying party, which consent shall not be unreasonably withheld, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees, subject to the provisions of this Section 6, to
indemnify the indemnified party from and against any loss, damage, liability or
expenses by reason of such settlement or judgment.

            (e) In the event that the indemnity provided in paragraph (a) or (b)
of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending any loss, claim,
liability, damage or action) (collectively "Losses") to which such indemnified
party may be subject in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however, that in
no case shall any Initial Purchaser be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Securities purchased by such Initial Purchaser, or in the case of New
Securities, applicable to the Securities that were exchangeable into such New
Securities, as set forth in the Final Memorandum, nor shall any underwriter be
responsible for any amount in excess of the underwriting discount or commission
applicable to the securities purchased by such underwriter under the
Registration Statement which resulted in such Losses. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the
indemnifying party and the indemnified party shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the
relative fault of such indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations.
Benefits received by the Company shall be deemed to be equal to the total net
proceeds from the Initial Placement (before deducting expenses) as set forth in
the Final Memorandum. Benefits received by the Initial Purchasers shall be
deemed to be equal to the total purchase discounts and commissions as set forth
on the cover page of the Final Memorandum, and benefits received by any other
Holder shall be deemed to be equal to the total net proceeds realized by such
Holder from the sale of Securities or New Securities, as applicable, registered
under the Act. Benefits received by any underwriter shall be deemed to be equal
to the total underwriting discounts and commissions, as set forth on the cover
page of the Prospectus forming a part of the Registration Statement which
resulted in such Losses. Relative fault shall be determined by reference to,
among other things, whether any untrue or any alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information

                                       17


and opportunity to correct or prevent such untrue statement or omission. The
parties agree that it would not be just and equitable if contribution were
determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (e), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person who controls a
Holder within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of such Holder shall have the same rights
to contribution as such Holder, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer of the Company
who shall have signed the Registration Statement and each director of the
Company shall have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this paragraph (e).

            (f) The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the indemnified persons referred to in this Section 6, and
will survive the sale by a Holder of securities covered by a Registration
Statement.

            7. Underwritten Registrations. (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders.

            (b) No person may participate in any underwritten offering pursuant
to any Shelf Registration Statement, unless such person (i) agrees to sell such
person's Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

            8. Registration Defaults. Additional interest ("Additional
Interest") with respect to the Registrable Securities shall be assessed as
follows if any of the following events occur (each such event in clauses (a)
through (f) being herein called a "Registration Default"):

            (a) the Exchange Offer Registration Statement is not filed with the
Commission on or prior to the 90th day following the Closing Date; or

            (b) the Exchange Offer Registration Statement is not declared
effective by the Commission on or prior to the 180th day following the Closing
Date; or

            (c) the Registered Exchange Offer is not consummated on or prior to
the 60th day following the effectiveness of the Exchange Offer Registration
Statement; or

            (d) any Shelf Registration Statement required by this Agreement is
not filed with the Commission on or prior to the date specified for such filing
in this Agreement; or

                                       18


            (e) any Shelf Registration Statement required by this Agreement is
not declared effective by the Commission on or prior to the date specified for
such effectiveness under this Agreement; or

            (f) any Registration Statement required by this Agreement has been
declared effective but such Registration Statement thereafter ceases to be
effective, or is unusable for its intended purpose, without being succeeded
within 45 Business Days by post-effective amendment to such Registration
Statement or, an additional Registration Statement, filed and declared
effective.

            Additional Interest shall accrue on the Registrable Securities (and
on the Company's Pledged Bonds (as defined in the Indenture) pledged under the
Indenture with respect to such Securities) over and above the interest set forth
in the title of such Securities from and including the date on which any such
Registration Default shall occur to but excluding the date on which all such
Registration Defaults have been cured, at a rate (the "Additional Interest
Rate") of 0.25% per annum during the 90-day period immediately following the
occurrence of such Registration Default and shall increase by 0.25% per annum at
the end of each subsequent 90-day period, but in no event shall the Additional
Interest Rate exceed 0.50% per annum.

            Following the cure of all Registration Defaults, the accrual of
Additional Interest shall cease.

            9. Rules 144 and 144A. The Company shall use its commercially
reasonable efforts to file the reports required to be filed by it under the Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder, make
publicly available other information so long as necessary to permit sales of
their securities pursuant to Rules 144 and 144A. The Company covenants that it
will take such further action as any Holder may reasonably request, all to the
extent required from time to time to enable such Holder to sell Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including the requirements of Rule
144A(d)(4)). The Company will provide a copy of this Agreement to prospective
purchasers of Securities identified to the Company by the Initial Purchasers
upon request. Upon the request of any Holder, the Company shall deliver to such
Holder a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 9 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

            10. No Inconsistent Agreements. The Company has not entered into,
and agrees not to enter into, any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders herein or that otherwise
conflicts with the provisions hereof.

            11. Amendments and Waivers. The provisions of this Agreement may not
be amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company has
obtained the written consent of the Holders of a majority of the aggregate
principal amount of the Registrable Securities outstanding; provided that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such

                                       19


Initial Purchaser against which such amendment, qualification, supplement,
waiver or consent is to be effective; provided, further, that no amendment,
qualification, supplement, waiver or consent with respect to Section 8 hereof
shall be effective as against any Holder of Registered Securities unless
consented to in writing by such Holder; and provided, further, that the
provisions of this Section 11 may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Initial Purchasers and each Holder. Notwithstanding the foregoing (except the
foregoing provisos), a waiver or consent to departure from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders whose
Securities or New Securities, as the case may be, are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by the Majority Holders, determined on the
basis of Securities or New Securities, as the case may be, being sold rather
than registered under such Registration Statement.

            12. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

            (a) if to a Holder, at the most current address given by such holder
to the Company in accordance with the provisions of this Section 12, which
address initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture;

            (b) if to the Representatives, initially at the address or addresses
set forth in the Purchase Agreement; and

            (c) if to the Company, initially at its address set forth in the
Purchase Agreement.

            All such notices and communications shall be deemed to have been
duly given when received.

            The Initial Purchasers or the Company by notice to the other parties
may designate additional or different addresses for subsequent notices or
communications.

            13. Remedies. Each Holder, in addition to being entitled to exercise
all rights provided to it herein, in the Indenture or in the Purchase Agreement
or granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and
hereby agrees to waive in any action for specific performance the defense that a
remedy at law would be adequate.

            14. Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their respective successors and assigns,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Registrable Securities, and the
indemnified persons referred to in Section 6 hereof. The Company hereby agrees
to extend the benefits of this Agreement to any Holder of Registrable
Securities, and any

                                       20


such Holder may specifically enforce the provisions of this Agreement as if an
original party hereto.

            15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

            16. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

            17. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York. The parties hereto
each hereby waive any right to trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement.

            18. Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

            19. Securities Held by the Company, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by the Company or its Affiliates (other than subsequent Holders
of Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

                                       21


            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the
Company and the several Initial Purchasers.

                                           Very truly yours,

                                           THE DETROIT EDISON COMPANY

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

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

Barclays Capital Inc.
Citigroup Global Markets Inc.

By: Citigroup Global Markets Inc.

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

For themselves and as Representatives of
the other several Initial Purchasers named
in Schedule I to the Purchase Agreement.

                                       22


                                     ANNEX A

            Each broker-dealer that receives new securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Act. This prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of new
securities received in exchange for securities where such securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the expiration date
and ending on the close of business one year after the expiration date, it will
make this prospectus available to any broker-dealer for use in connection with
any such resale. See "Plan of Distribution".

                                       A-1


                                     ANNEX B

            Each broker-dealer that receives new securities for its own account
in exchange for securities, where such securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such new securities. See "Plan of Distribution".

                                       B-1


                                     ANNEX C

                              PLAN OF DISTRIBUTION

            Each broker-dealer that receives new securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new securities. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of new securities received in
exchange for securities where such securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the expiration date and ending on the close of business one
year after the expiration date, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until __________, ______, all dealers effecting
transactions in the new securities may be required to deliver a prospectus.

            The Company will not receive any proceeds from any sale of new
securities by brokers-dealers. New securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the new securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such new
securities. Any broker-dealer that resells new securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such new securities may be deemed to be
an "underwriter" within the meaning of the Act and any profit of any such resale
of new securities and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Act. The Letter
of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Act.

            For a period of one year after the expiration date, the Company will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Act.

[If applicable, add information required by Regulation S-K Items 507 and/or
508.]

                                       C-1


                                     ANNEX D

Rider A

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH
TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.

Name:    ____________________________________
Address: ____________________________________
         ____________________________________

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the new securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of new securities
and it has no arrangements or understandings with any person to participate in a
distribution of the new securities. If the undersigned is a Broker-Dealer that
will receive new securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for new securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such new securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.

                                       D-1