SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST

Mortgage Agreement

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Title: SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
Governing Law: Michigan Date: 10/5/2005

SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST, Parties: dte energy co , the detroit edison company

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Exhibit 4.2

INDENTURE

DATED AS OF SEPTEMBER 15, 2005

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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

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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST

DATED AS OF OCTOBER 1, 1924

PROVIDING FOR

(A) GENERAL AND REFUNDING MORTGAGE BONDS,

2005 SERIES C,

AND

(B) RECORDING AND FILING DATA

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TABLE OF CONTENTS*

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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 C........................................................ 10

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

Authorization of Supplemental Indenture.......................................... 11

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

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

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

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

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

Sec. 3. Redemption of Bonds of 2005 Series C..................................... 14

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

Sec. 5. Form of Bonds of 2005 Series C........................................... 15

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

Form of Reverse of Bond.................................................. 17

PART II. RECORDING AND FILING DATA.................................................. 19

Recording and Filing of Original Indenture....................................... 19

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............................... 24

PART III. THE TRUSTEE............................................................... 25

Terms and Conditions of Acceptance of Trust by Trustee........................... 25

PART IV. MISCELLANEOUS.............................................................. 25

Confirmation of Section 318(c) of Trust Indenture Act............................ 25

Execution in Counterparts........................................................ 25

Testimonium...................................................................... 25

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

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

of any of the terms or provisions of this Indenture.

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PARTIES. SUPPLEMENTAL INDENTURE, dated as of the 15th

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 INDENTURE AND WHEREAS, the Company has heretofore executed

SUPPLEMENTALS. 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, 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 and August 1, 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 UNDER WHEREAS, the Indenture provides that said bonds

INDENTURE. shall be issuable in one or more series, and

makes provision that the rates of interest and

dates for the payment thereof, the date of

maturity or dates of maturity, if of serial

maturity, the terms and rates of optional

redemption (if redeemable), the forms of

registered bonds without coupons of any series

and any other provisions and agreements in

respect thereof, in the Indenture provided and

permitted, as the

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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

Eleven billion seven hundred forty-two million

five hundred seventy-three thousand dollars

($11,742,573,000) have heretofore been issued

under the Indenture as follows, viz:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(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,

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(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,

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(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,

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(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, and

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

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;

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(311) 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 heretofore been retired

and One hundred and four million six hundred

seventy-six thousand dollars ($104,676,000)

principal amount are outstanding at the date

hereof;

(312) 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 and Thirty million

seven hundred seventy-one thousand dollars

($30,771,000) principal amount are outstanding

at the date hereof;

(313) INTENTIONALLY RESERVED FOR 1990 SERIES E;

(314) INTENTIONALLY RESERVED FOR 1990 SERIES F;

(315) 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;

(316) 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;

(317) 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;

(318) 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;

(319) 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;

(320) 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;

(321) 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;

(322) 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;

(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;

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(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;

(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;

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(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;

(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; and

(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;

accordingly, the Company has issued and has

presently outstanding Three billion one hundred

forty-nine million three hundred fifty-seven

thousand dollars ($3,149,357,000) aggregate

principal amount of its General and Refunding

Mortgage Bonds (the "Bonds") at the date

hereof.

REASON FOR CREATION OF NEW WHEREAS, the Company intends to issue a series

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 C. WHEREAS, for such purpose the Company desires

by this Supplemental Indenture to create a new

series of bonds, to be designated "General and

Refunding Mortgage Bonds, 2005 Series C," in

the aggregate principal amount of one hundred

million dollars ($100,000,000), 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, 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

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AUTHORIZATION OF WHEREAS, the Company in the exercise of the

SUPPLEMENTAL INDENTURE. 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 NOW, THEREFORE, THIS INDENTURE WITNESSETH: That

INDENTURE. 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 FORTY-FOURTH

SERIES OF BONDS,

GENERAL AND REFUNDING MORTGAGE BONDS,

2005 SERIES C

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

2005 SERIES C. hundred forty-fourth 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 C" (elsewhere herein referred to as the

"bonds of 2005 Series C"). The aggregate

principal amount of bonds of 2005 Series C

shall be limited to one hundred million dollars

($100,000,000), except as provided in Sections

7 and 13 of Article II of the Original

Indenture with respect to exchanges and

replacements of bonds.

Subject to the release provisions set forth

below, each bond of 2005 Series C 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 C

5.19% Senior Notes due October 1, 2023 (for

purposes of this Part I, the "5.19% Notes").

The bonds of 2005 Series C shall be issued as

registered bonds without coupons in

denominations of a multiple of $1,000. The

bonds of 2005 Series C shall be issued in the

aggregate principal amount of $100,000,000,

shall mature on October 1, 2023 (subject to

earlier redemption or release) and shall

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bear interest at the rate of 5.19% 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. In

addition to the payment of principal and

interest as provided herein, in the event any

Make-Whole Amount (as defined in the Note

Indenture) shall be required to be paid by the

Company on the 5.19% Notes, there shall be due

and payable on the bonds of 2005 Series C an

additional amount equal to such Make-Whole

Amount which shall be paid by the Company in

the amounts and on the dates required for the

payment of any such amounts under the Note

Indenture.

The bonds of 2005 Series C shall be payable as

to principal, Make-Whole Amount, 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 C shall be

payable, as to principal, Make-Whole Amount, 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 C 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 C, 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 September 29, 2005.

The bonds of 2005 Series C 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

C). Until bonds of 2005 Series C 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 C in temporary

form, as provided in Section 10 of Article II

of the Indenture. Temporary bonds of 2005

Series C, if any, may be printed and may be

issued in authorized denominations in

substantially the form of definitive bonds of

2005 Series C, 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 C 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 busi

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