INDENTURE

Indenture Agreement

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THE DETROIT EDISON COMPANY | J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

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Title: INDENTURE
Governing Law: Michigan Date: 11/8/2005

INDENTURE, Parties: the detroit edison company , j.p. morgan trust company national association

<PAGE>

EXHIBIT 4-248

INDENTURE

DATED AS OF SEPTEMBER 30, 2005

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

THE DETROIT EDISON COMPANY

(2000 2nd Avenue, Detroit, Michigan 48226)

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

(Successor to Bank One, National Association)

(611 Woodward Avenue, Detroit, Michigan 48226)

AS TRUSTEE

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

SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST

DATED AS OF OCTOBER 1, 1924

PROVIDING FOR

(A) GENERAL AND REFUNDING MORTGAGE BONDS,

2005 SERIES E

AND

(B) RECORDING AND FILING DATA

<PAGE>

TABLE OF CONTENTS*

<Table>

PAGE

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<S> <C>

PARTIES........................................................................................... 3

RECITALS.......................................................................................... 3

Original Indenture and Supplementals........................................................ 3

Issue of Bonds Under Indenture.............................................................. 3

Bonds Heretofore Issued..................................................................... 4

Reason for Creation of New Series...........................................................10

Bonds to be 2005 Series E...................................................................10

Further Assurance...........................................................................10

Authorization of Supplemental Indenture.....................................................10

Consideration for Supplemental Indenture....................................................11

PART I. CREATION OF THREE HUNDRED FORTY-FIFTH SERIES OF BONDS, GENERAL AND

REFUNDING MORTGAGE BONDS, 2005 SERIES E..................................................11

Sec. 1. Terms of Bonds of 2005 Series E.....................................................11

Sec. 2. Release.............................................................................13

Sec. 3. Redemption of Bonds of 2005 Series E................................................13

Sec. 4. Redemption of Bonds of 2005 Series E in Event of Acceleration of Notes..............14

Sec. 5. Form of Bonds of 2005 Series E......................................................14

Form of Trustee's Certificate.......................................................16

Form of Reverse of Bond.............................................................16

PART II. RECORDING AND FILING DATA................................................................18

Recording and Filing of Original Indenture..................................................18

Recording and Filing of Supplemental Indentures.............................................19

Recording and Filing of Supplemental Indenture Dated as of February 1, 2005.................23

Recording of Certificates of Provision for Payment..........................................23

PART III. THE TRUSTEE.............................................................................24

Terms and Conditions of Acceptance of Trust by Trustee......................................24

PART IV. MISCELLANEOUS............................................................................24

Confirmation of Section 318(c) of Trust Indenture Act.......................................24

Execution in Counterparts...................................................................24

Testimonium.................................................................................24

Execution by Company........................................................................26

Acknowledgment of Execution by Company......................................................27

Execution by Trustee........................................................................28

Acknowledgment of Execution by Trustee......................................................29

Affidavit as to Consideration and Good Faith................................................30

</Table>

----------

* This Table of Contents shall not have any bearing upon the interpretation of

any of the terms or provisions of this Indenture.

<PAGE>

PARTIES. SUPPLEMENTAL INDENTURE, dated as of the 30th day of September,

in the year 2005, between THE DETROIT EDISON COMPANY, a

corporation organized and existing under the laws of the State

of Michigan and a public utility (hereinafter called the

"Company"), party of the first part, and J.P. Morgan Trust

Company, National Association (successor to Bank One, National

Association), a trust company organized and existing under the

laws of the United States, having a corporate trust office at

611 Woodward Avenue, Detroit, Michigan 48226, as successor

Trustee under the Mortgage and Deed of Trust hereinafter

mentioned (hereinafter called the "Trustee"), party of the

second part.

ORIGINAL WHEREAS, the Company has heretofore executed and delivered its

INDENTURE AND Mortgage and Deed of Trust (hereinafter referred to as the

SUPPLEMENTALS "Original Indenture"), dated as of October 1, 1924, to the

Trustee, for the security of all bonds of the Company

outstanding thereunder, and pursuant to the terms and

provisions of the Original Indenture, indentures dated as of,

respectively, June 1, 1925, August 1, 1927, February 1, 1931,

June 1, 1931, October 1, 1932, September 25, 1935, September

1, 1936, November 1, 1936, February 1, 1940, December 1, 1940,

September 1, 1947, March 1, 1950, November 15, 1951, January

15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August

15, 1957, June 1, 1959, December 1, 1966, October 1, 1968,

December 1, 1969, July 1, 1970, December 15, 1970, June 15,

1971, November 15, 1971, January 15, 1973, May 1, 1974,

October 1, 1974, January 15, 1975, November 1, 1975, December

15, 1975, February 1, 1976, June 15, 1976, July 15, 1976,

February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977,

October 1, 1977, June 1, 1978, October 15, 1978, March 15,

1979, July 1, 1979, September 1, 1979, September 15, 1979,

January 1, 1980, April 1, 1980, August 15, 1980, August 1,

1981, November 1, 1981, June 30, 1982, August 15, 1982, June

1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October

15, 1985, April 1, 1986, August 15, 1986, November 30, 1986,

January 31, 1987, April 1, 1987, August 15, 1987, November 30,

1987, June 15, 1989, July 15, 1989, December 1, 1989, February

15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May

15, 1991, September 1, 1991, November 1, 1991, January 15,

1992, February 29, 1992, April 15, 1992, July 15, 1992, July

31, 1992, November 30, 1992, December 15, 1992, January 1,

1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26,

1993, May 31, 1993, June 30, 1993, June 30, 1993, September

15, 1993, March 1, 1994, June 15, 1994, August 15, 1994,

December 1, 1994, August 1, 1995, August 1, 1999, August 15,

1999 and January 1, 2000, April 15, 2000, August 1, 2000,

March 15, 2001, May 1, 2001, August 15, 2001, September 15,

2001, September 17, 2002, October 15, 2002, December 1, 2002,

August 1, 2003, March 15, 2004, July 1, 2004, February 1,

2005, April 1, 2005, August 1, 2005, and September 15, 2005

supplemental to the Original Indenture, have heretofore been

entered into between the Company and the Trustee (the Original

Indenture and all indentures supplemental thereto together

being hereinafter sometimes referred to as the "Indenture");

and

ISSUE OF BONDS WHEREAS, the Indenture provides that said bonds shall be

UNDER issuable in one or more series, and makes provision that the

INDENTURE. rates of interest and dates for the payment thereof, the date

of maturity or dates of maturity, if of serial maturity, the

terms and rates of optional redemption (if redeemable), the

forms of registered bonds without coupons of any series and

any other provisions and agreements in respect thereof, in the

Indenture provided and permitted, as the

<PAGE>

Board of Directors may determine, may be expressed in a

supplemental indenture to be made by the Company to the

Trustee thereunder; and

BONDS WHEREAS, bonds in the principal amount of Eleven billion eight

HERETOFORE hundred forty-two million five hundred seventy-three thousand

ISSUED. dollars ($11,842,573,000) have heretofore been issued under

the Indenture as follows, viz:

<Table>

(1) Bonds of Series A -- Principal Amount $26,016,000,

(2) Bonds of Series B -- Principal Amount $23,000,000,

(3) Bonds of Series C -- Principal Amount $20,000,000,

(4) Bonds of Series D -- Principal Amount $50,000,000,

(5) Bonds of Series E -- Principal Amount $15,000,000,

(6) Bonds of Series F -- Principal Amount $49,000,000,

(7) Bonds of Series G -- Principal Amount $35,000,000,

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

(9) Bonds of Series I -- Principal Amount $60,000,000,

(10) Bonds of Series J -- Principal Amount $35,000,000,

(11) Bonds of Series K -- Principal Amount $40,000,000,

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

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

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

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

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

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

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

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

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

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

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

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

</Table>

<PAGE>

<Table>

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

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

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

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

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

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

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

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

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

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

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

(196) Bonds of 1980 Series A -- Principal Amount $50,000,000,

(197-221) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,

(222-232) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,

(233-248) Bonds of 1981 Series AP Nos. 1-16 -- Principal Amount $124,000,000,

(249) Bonds of 1985 Series A -- Principal Amount $35,000,000,

(250) Bonds of 1985 Series B -- Principal Amount $50,000,000,

(251) Bonds of Series PP -- Principal Amount $70,000,000,

(252) Bonds of Series RR -- Principal Amount $70,000,000,

(253) Bonds of Series EE -- Principal Amount $50,000,000,

(254-255) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000,

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

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

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

</Table>

<PAGE>

<Table>

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

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

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

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

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

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

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

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

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

(268) Bonds of Series X -- Principal Amount $100,000,000,

(269) Bonds of 1987 Series F -- Principal Amount $200,000,000,

(270) Bonds of 1987 Series A -- Principal Amount $300,000,000,

(271) Bonds of Series Y -- Principal Amount $60,000,000,

(272) Bonds of Series Z -- Principal Amount $100,000,000,

(273) Bonds of 1989 Series A -- Principal Amount $300,000,000,

(274) Bonds of 1984 Series AP -- Principal Amount $2,400,000,

(275) Bonds of 1984 Series BP -- Principal Amount $7,750,000,

(276) Bonds of Series R -- Principal Amount $100,000,000,

(277) Bonds of Series S -- Principal Amount $150,000,000,

(278) Bonds of 1993 Series D -- Principal Amount $100,000,000,

(279) Bonds of 1992 Series E -- Principal Amount $50,000,000,

(280) Bonds of 1993 Series B -- Principal Amount $50,000,000,

(281) Bonds of 1989 Series BP -- Principal Amount $66,565,000,

(282) Bonds of 1990 Series A -- Principal Amount $194,649,000,

(283) Bonds of 1990 Series D -- Principal Amount $0,

(284) Bonds of 1993 Series G -- Principal Amount $225,000,000,

(285) Bonds of 1993 Series K -- Principal Amount $160,000,000,

</Table>

<PAGE>

<Table>

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

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

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

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

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

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

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

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

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

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

(296-301) Bonds of Series KP Nos. 10-15 -- Principal Amount $179,590,000,

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

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

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

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

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

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

(308) Bonds of 1994 Series C -- Principal Amount $200,000,000,

(309) Bonds of 2000 Series A -- Principal Amount $220,000,000,

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

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

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

</Table>

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;

<PAGE>

(313) Bonds of 1990 Series B in the principal amount of Two hundred

fifty-six million nine hundred thirty-two thousand dollars

($256,932,000) of which One hundred fifty-two million two

hundred fifty-six thousand dollars ($152,256,000) principal

amount have here heretofore been retired;

(314) Bonds of 1990 Series C in the principal amount of Eighty-five

million four hundred seventy-five thousand dollars

($85,475,000) of which Fifty-four million seven hundred and

four thousand dollars ($54,704,000) principal amount have

heretofore been retired;

(315) INTENTIONALLY RESERVED FOR 1990 SERIES E;

(316) INTENTIONALLY RESERVED FOR 1990 SERIES F;

(317) Bonds of 1991 Series AP in the principal amount of Thirty-two

million three hundred seventy-five thousand dollars

($32,375,000), all of which are outstanding at the date

hereof;

(318) Bonds of 1991 Series BP in the principal amount of Twenty-five

million nine hundred ten thousand dollars ($25,910,000), all

of which are outstanding at the date hereof;

(319) Bonds of 1991 Series CP in the principal amount of Thirty-two

million eight hundred thousand dollars ($32,800,000), all of

which are outstanding at the date hereof;

(320) Bonds of 1991 Series DP in the principal amount of

Thirty-seven million six hundred thousand dollars

($37,600,000), all of which are outstanding at the date

hereof;

(321) Bonds of 1992 Series AP in the principal amount of Sixty-six

million dollars ($66,000,000), all of which are outstanding at

the date hereof;

(322) Bonds of 1993 Series AP in the principal amount of Sixty-five

million dollars ($65,000,000), all of which are outstanding at

the date hereof;

(323) Bonds of 1999 Series AP in the principal amount of One hundred

eighteen million three hundred sixty thousand dollars

($118,360,000), all of which are outstanding at the date

hereof;

(324) Bonds of 1999 Series BP in the principal amount of Thirty-nine

million seven hundred forty-five thousand dollars

($39,745,000), all of which are outstanding of the date

hereof;

(325) Bonds of 1999 Series CP in the principal amount of Sixty-six

million five hundred sixty-five thousand dollars

($66,565,000), all of which are outstanding at the date

hereof;

(326) Bonds of 2000 Series B in the principal amount of Fifty

million seven hundred forty-five thousand dollars

($50,745,000), all of which are outstanding at the date

hereof;

<PAGE>

(327) Bonds of 2001 Series AP in the principal amount of Thirty-one

million ($31,000,000), all of which are outstanding at the

date hereof;

(328) Bonds of 2001 Series BP in the principal amount of Eighty-two

million three hundred fifty thousand ($82,350,000), all of

which are outstanding at the date hereof;

(329) Bonds of 2001 Series CP in the principal amount of One hundred

thirty-nine million eight hundred fifty-five thousand dollars

($139,855,000), all of which are outstanding at the date

hereof;

(330) Bonds of 2001 Series D in the principal amount of Two hundred

million dollars ($200,000,000), all of which are outstanding

at the date hereof;

(331) Bonds of 2001 Series E in the principal amount of Five hundred

million dollars ($500,000,000), all of which are outstanding

at the date hereof;

(332) Bonds of 2002 Series A in the principal amount of Two hundred

twenty-five million dollars ($225,000,000), all of which are

outstanding at the date hereof;

(333) Bonds of 2002 Series B in the principal amount of Two hundred

twenty-five million dollars ($225,000,000), all of which are

outstanding at the date hereof;

(334) Bonds of 2002 Series C in the principal amount of Sixty-four

million three hundred thousand dollars ($64,300,000), all of

which are outstanding at the date hereof;

(335) Bonds of 2002 Series D in the principal amount of Fifty-five

million nine hundred seventy-five thousand dollars

($55,975,000), all of which are outstanding at the date

hereof;

(336) Bonds of 2003 Series A in the principal amount of Forty-nine

million dollars ($49,000,000), all of which are outstanding at

the date hereof;

(337) Bonds of 2004 Series A in the principal amount of Thirty-six

million dollars ($36,000,000), all of which are outstanding at

the date hereof;

(338) Bonds of 2004 Series B in the principal amount of Thirty-one

million nine hundred eighty thousand dollars ($31,980,000),

all of which are outstanding at the date hereof;

(339) Bonds of 2004 Series D in the principal amount of Two hundred

million dollars ($200,000,000), all of which are outstanding

at the date hereof;

(340) Bonds of 2005 Series B in the principal amount of Two hundred

million dollars ($200,000,000), of which One hundred

ninety-nine million seven hundred seventy-one thousand dollars

($199,771,000) principal amount have heretofore been retired

and Two hundred twenty-nine thousand dollars ($229,000)

principal amount are outstanding at the date hereof;

(341) Bonds of 2005 Series AR in the principal amount of Two hundred

million dollars ($200,000,000), all of which are outstanding

at the date hereof;

<PAGE>

(342) Bonds of 2005 Series BR in the principal amount of One hundred

ninety-nine million seven hundred seventy-one thousand dollars

($199,771,000), all of which are outstanding at the date

hereof;

(343) Bonds of 2005 Series DT in the principal amount of One hundred

nineteen million one hundred seventy-five thousand dollars

($119,175,000), all of which are outstanding at the date

hereof; and

(344) Bonds of the 2005 Series C in the principal amount of One

hundred million dollars ($100,000,000), all of which are

outstanding at the date hereof;

accordingly, the Company has issued and has presently

outstanding Three billion one hundred thirty million, one

hundred eighty-two thousand dollars ($3,130,182,000) aggregate

principal amount of its General and Refunding Mortgage Bonds

(the "Bonds") at the date hereof.

REASON FOR WHEREAS, the Company intends to issue a series of Notes under

CREATION OF the Note Indenture herein referred to, and, pursuant to the

NEW SERIES. Note Indenture, the Company has agreed to issue its General

and Refunding Mortgage Bonds under the Indenture in order

further to secure its obligations with respect to such Notes;

and

BONDS TO BE WHEREAS, for such purpose the Company desires by this

2005 SERIES E. Supplemental Indenture to create a new series of bonds, to be

designated "General and Refunding Mortgage Bonds, 2005 Series

E," in the aggregate principal amount of Two hundred fifty

million dollars ($250,000,000), to be authenticated and

delivered pursuant to Section 8 of Article III of the

Indenture; and

FURTHER WHEREAS, the Original Indenture, by its terms, includes in the

ASSURANCE. property subject to the lien thereof all of the estates and

properties, real, personal and mixed, rights, privileges and

franchises of every nature and kind and wheresoever situate,

then or thereafter owned or possessed by or belonging to the

Company or to which it was then or at any time thereafter

might be entitled in law or in equity (saving and excepting,

however, the property therein specifically excepted or

released from the lien thereof), and the Company therein

covenanted that it would, upon reasonable request, execute and

deliver such further instruments as may be necessary or proper

for the better assuring and confirming unto the Trustee all or

any part of the trust estate, whether then or thereafter owned

or acquired by the Company (saving and excepting, however,

property specifically excepted or released from the lien

thereof); and

AUTHORIZATION WHEREAS, the Company in the exercise of the powers and

OF authority conferred upon and reserved to it under and by

SUPPLEMENTAL virtue of the provisions of the Indenture, and pursuant to

INDENTURE. resolutions of its Board of Directors has duly resolved and

determined to make, execute and deliver to the Trustee a

supplemental indenture in the form hereof for the purposes

herein provided; and

WHEREAS, all conditions and requirements necessary to make

this Supplemental Indenture a valid and legally binding

instrument in accordance with its terms have been done,

performed and fulfilled, and the execution and delivery hereof

have been in all respects duly authorized;

<PAGE>

CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit

FOR Edison Company, in consideration of the premises and of the

SUPPLEMENTAL covenants contained in the Indenture and of the sum of One

INDENTURE. Dollar ($1.00) and other good and valuable consideration to it

duly paid by the Trustee at or before the ensealing and

delivery of these presents, the receipt whereof is hereby

acknowledged, hereby covenants and agrees to and with the

Trustee and its successors in the trusts under the Original

Indenture and in said indentures supplemental thereto as

follows:

PART I.

CREATION OF THREE HUNDRED FORTY-FIFTH

SERIES OF BONDS,

GENERAL AND REFUNDING MORTGAGE BONDS,

2005 SERIES E

TERMS OF SECTION 1. The Company hereby creates the three hundred

BONDS OF forty-fifth series of bonds to be issued under and secured by

2005 SERIES E. the Original Indenture as amended to date and as further

amended by this Supplemental Indenture, to be designated, and

to be distinguished from the bonds of all other series, by the

title "General and Refunding Mortgage Bonds, 2005 Series E"

(elsewhere herein referred to as the "bonds of 2005 Series

E"). The aggregate principal amount of bonds of 2005 Series E

shall be limited to Two hundred fifty million

dollars($250,000,000), except as provided in Sections 7 and 13

of Article II of the Original Indenture with respect to

exchanges and replacements of bonds, and except further that

the Company may, without the consent of any holder of the

bonds of 2005 Series E, "reopen" the bonds of 2005 Series E so

as to increase the aggregate principal amount outstanding to

equal the aggregate principal amount of Notes (as defined

below) outstanding upon a "reopening" of the series, so long

as any additional bonds of 2005 Series E have the same tenor

and terms as the bonds of 2005 Series E established hereby.

Subject to the release provisions set forth below, each bond

of 2005 Series E is to be irrevocably assigned to, and

registered in the name of, J.P. Morgan Trust Company, National

Association, as trustee, or a successor trustee (said trustee

or any successor trustee being hereinafter referred to as the

"Note Indenture Trustee"), under the collateral trust

indenture, dated as of June 30, 1993, as supplemented (the

"Note Indenture"), between the Note Indenture Trustee and the

Company, to secure payment of the Company's 2005 Series E

5.70% Senior Notes due 2037 (for purposes of this Part I, the

"Notes").

The bonds of 2005 Series E shall be issued as registered bonds

without coupons in denominations of a multiple of $1,000. The

bonds of 2005 Series E shall be issued in the aggregate

principal amount of $250,000,000, shall mature on October 1,

2037 (subject to earlier redemption or release) and shall bear

interest at the rate of 5.70% per annum, payable semi-annually

in arrears on April 1 and October 1 of each year (commencing

April 1, 2006), until the principal thereof shall have become

due and payable and thereafter until the Company's obligation

with respect to the payment of said principal shall have been

discharged as provided in the Indenture.

<PAGE>

The bonds of 2005 Series E shall be payable as to principal,

premium, if any, and interest as provided in the Indenture,

but only to the extent and in the manner herein provided. The

bonds of 2005 Series E shall be payable, as to principal,

premium, if any, and interest, at the office or agency of the

Company in the Borough of Manhattan, the City and State of New

York, in any coin or currency of the United States of America

which at the time of payment is legal tender for public and

private debts.

Except as provided herein, each bond of 2005 Series E shall be

dated the date of its authentication and interest shall be

payable on the principal represented thereby from the April 1

or October 1 next preceding the date thereof to which interest

has been paid on bonds of 2005 Series E, unless the bond is

authenticated on a date to which interest has been paid, in

which case interest shall be payable from the date of

authentication, or unless the date of authentication is prior

to April 1, 2006, in which case interest shall be payable from

October 6, 2005.

The bonds of 2005 Series E in definitive form shall be, at the

election of the Company, fully engraved or shall be

lithographed or printed in authorized denominations as

aforesaid and numbered R-1 and upwards (with such further

designation as may be appropriate and desirable to indicate by

such designation the form, series and denomination of bonds of

2005 Series E). Until bonds of 2005 Series E in definitive

form are ready for delivery, the Company may execute, and upon

its request in writing the Trustee shall authenticate and

deliver in lieu thereof, bonds of 2005 Series E in temporary

form, as provided in Section 10 of Article II of the

Indenture. Temporary bonds of 2005 Series E, if any, may be

printed and may be issued in authorized denominations in

substantially the form of definitive bonds of 2005 Series E,

but without a recital of redemption prices and with such

omissions, inse

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