Re: $100,000,000 2005 Series C 5.19% Senior Notes

Exhibit 10.1

The Detroit Edison Company

2000 2nd Avenue
Detroit, Michigan 48226

Dated as of July 22, 2005

To the Purchasers listed in

      the attached Schedule A:

Ladies and Gentlemen:

      The Detroit Edison Company , a Michigan corporation (the “Company” ), agrees with the institutional investors listed in the attached Schedule A (the “Purchasers” ) to this Note Purchase Agreement (this “Agreement” ) as follows:

Section 1. Authorization of Notes.

      Section 1.1. Authorization of the Notes. The Company will authorize the issue and sale of $100,000,000 aggregate principal amount of its 2005 Series C 5.19% Senior Notes due October 1, 2023 (the “Notes” ). The term “Notes” shall include any such notes issued in substitution therefor pursuant to the terms and provisions of the Seventeenth Supplemental Indenture (as hereinafter defined) and the Collateral Trust Indenture (as hereinafter defined). The Notes shall be substantially in the form set out in Exhibit A to the Seventeenth Supplemental Indenture, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized terms used herein shall have the meaning ascribed to such terms in the Collateral Trust Indenture and the Seventeenth Supplemental Indenture unless otherwise defined in Schedule B to this Agreement or the context hereof shall otherwise require; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

      Section 1.2. Description of the Notes. The Notes shall be dated the date of issue, shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance thereof from the date of issuance at the rate of 5.19% per annum, payable on each Interest Payment Date, commencing with the first Interest Payment Date occurring after the date hereof, until such principal sum shall have become due and payable (whether at maturity, upon notice of redemption or otherwise) and interest (so computed) on any overdue principal and premium (as provided herein and in the Seventeenth Supplemental Indenture) and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof (whether by acceleration or otherwise) at the rate of 5.19% per annum until paid, and shall have such other characteristics as set forth in the Seventeenth Supplemental Indenture.

Section 2. Sale and Purchase of Notes.

      Section 2.1. Sale and Purchase of the Notes. (a) Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A to this Agreement at the purchase price of 100% of the principal amount thereof. The obligations of each Purchaser hereunder are several and not joint obligations and each Purchaser shall have no obligation and no liability to any Person for the performance or nonperformance by any other Purchaser hereunder.

      Section 2.2. Security for the Notes. The Notes are to be issued under and in accordance with a Seventeenth Supplemental Indenture dated on or about September 15, 2005 (the “Seventeenth Supplemental Indenture” ) between the Company and J.P. Morgan Trust Company, National Association, a trust company organized and existing under the laws of the United States, in its capacity as trustee (together with any successors and assigns in such capacity, the “Trustee” ), which shall be substantially in the form attached hereto as Exhibit A. The Seventeenth Supplemental Indenture is a supplement to the Collateral Trust Indenture dated as of June 30, 1993 between the Company and the Trustee, as the successor trustee thereunder, as amended and supplemented from time to time (the “Collateral Trust Indenture” ). Prior to the Release Date (as defined in the Seventeenth Supplemental Indenture), the payment of all amounts due with respect to the Notes will be secured by the Pledged Bonds to be issued under and in accordance with the terms of the Indenture Supplemental to Mortgage and Deed of Trust dated on or about September 15, 2005 (the “Supplement to Mortgage Indenture” ) between the Company and the Trustee, which Supplement to Mortgage Indenture shall be substantially in the form attached hereto as Exhibit B. The Supplement to Mortgage Indenture is a supplement to a Mortgage and Deed of Trust dated as of October 1, 1924 between the Company and the Trustee, as the successor trustee thereunder, as amended and supplemented from time to time (the “Mortgage Indenture” ).

Section 3 . Closing.

     The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 10:00 a.m., Central time, at a closing (the “Closing” ) on September 29, 2005 or on such other Business Day thereafter on or prior to September 30, 2005 as may be agreed upon by the Company and the Purchasers. At the Closing, the Company shall cause to be duly executed, authenticated and delivered to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to the bank account of the Company specified in the funding instructions letter provided pursuant to Section 4.14 of this Agreement. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4

shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

Section 4. Conditions to Closing.

          The obligation of each Purchaser to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

      Section 4.1. Representations and Warranties . The representations and warranties of the Company in this Agreement and the other Note Documents to which the Company is party shall be correct when made and at the time of the Closing.

      Section 4.2. Performance; No Default . The Company shall have performed and complied with all agreements and conditions contained in this Agreement and each other Note Document to which it is party required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

      Section 4.3. Compliance Certificates .

          (a)  Officer’s Certificate . The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

          (b)  Secretary’s Certificate . The Company shall have delivered to such Purchaser a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the other Note Documents to which it is party.

      Section 4.4. Opinions of Counsel . Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Thomas A. Hughes, Esq., General Counsel for the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or such Purchaser’s counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to such Purchaser) and (b) from Chapman and Cutler LLP, special counsel for the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

      Section 4.5. Purchase Permitted By Applicable Law, Etc . On the date of the Closing each purchase of Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which each Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without

restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (iii) not subject any Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof (excluding any of the foregoing which are of general application to the business of a Purchaser). If requested by any Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

      Section 4.6. Related Transactions . The Company shall have consummated the sale of the entire principal amount of the Notes scheduled to be sold on the date of Closing to the Purchasers, pursuant to this Agreement and the Seventeenth Supplemental Indenture; provided that if the condition set forth in this Section 4.6 is not satisfied as a result of the failure of any Purchaser to purchase any Notes that it is obligated to purchase under this Agreement, then another Institutional Investor approved by the Company may purchase the Notes scheduled to be purchased by the defaulting Purchaser on the date of Closing and any such purchase shall be deemed to satisfy the requirement of this Section 4.6.

      Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section 12.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of Purchasers’ special counsel referred to in Section 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

      Section 4.8. Private Placement Number . A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes.

      Section 4.9. Changes in Corporate Structure . The Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5 (other than the merger of a wholly-owned Subsidiary of the Company into the Company).

      Section 4.10. Seventeenth Supplemental Indenture . The Seventeenth Supplemental Indenture shall have been duly authorized, executed and delivered by the Company and the Trustee and shall constitute the legal, valid and binding contract and agreement of each such Person.

      Section 4.11. Supplement to Mortgage Indenture . The Supplement to Mortgage Indenture shall have been duly authorized, executed and delivered by the Company and the Trustee and shall constitute the legal, valid and binding contract and agreement of each such Person.

      Section 4.12. Execution, Authentication and Delivery of Notes . The Note or Notes to be purchased by such Purchaser shall have been duly authorized, executed and delivered by the Company and duly authenticated and delivered by the Trustee to such Purchaser.

      Section 4.13. Execution, Authentication and Delivery of Pledged Bonds . The Pledged Bond or Pledged Bonds shall have been duly authorized, executed and delivered by the Company and duly authenticated and delivered by the Trustee and shall have been pledged to the Trustee under the Collateral Trust Indenture and shall constitute the legal, valid and binding contract and agreement of the Company.

      Section 4.14. Recording and Filing . The Supplement to Mortgage Indenture and the Mortgage Indenture, as the case may be, shall have been duly recorded (or delivered for recordation) as an indenture on real property and duly filed or recorded (or delivered for filing or recordation) as a security interest in personal property, as the case may be, so as to constitute a valid, perfected first lien on all of the Company’s property covered by such Note Documents, all in accordance with applicable law, and the Company shall have caused satisfactory evidence thereof to be furnished to the Purchasers and their special counsel.

      Section 4.15. Approvals . The Company shall have furnished to such Purchaser and such Purchaser’s special counsel true and correct copies of all certificates, approvals, authorizations and consents necessary for the execution, delivery or performance by the Company of this Agreement, the Notes, the Seventeenth Supplemental Indenture and the other Note Documents including, without limitation, the consents and approvals referred to in Section 5.7 of this Agreement and in the Collateral Trust Indenture, if any.

      Section 4.16. Funding Instructions . At least three Business Days prior to the date of the Closing, the Purchasers shall have received written instructions executed by a Responsible Officer of the Company directing the manner of the payment of the purchase price of the Notes and setting forth (a) the name and address of the transferee bank, (ii) such transferee bank’s ABA number, (iii) the account name and number into which the purchase price for the Notes is to be deposited, and (iv) the name and telephone number of the account representative responsible for verifying receipt of such funds.

      Section 4.17. Proceedings and Documents . All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and such Purchaser’s special counsel, and such Purchaser and such Purchaser’s special counsel shall have received all such counterpart originals or certified or other copies of such documents, and any such certificate of a Responsible Officer of the Company as to the matters contemplated herein, as such Purchaser or such Purchaser’s special counsel may reasonably request.

Section 5 . Representations and Warranties of the Company.

          The Company represents and warrants to each Purchaser as of the date hereof that:

      Section 5.1. Organization; Power and Authority . The Company is a corporation duly organized and validly existing under the laws of the State of Michigan, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Notes and any other Note Document and to perform the provisions hereof and thereof.

      Section 5.2. Authorization, Etc . This Agreement, the Notes and any other Note Document to which the Company is party have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement and each such other Note Document to which the Company is party constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

      Section 5.3. Disclosure . The documents, certificates or other writings delivered to such Purchaser by or on behalf of the Company in connection with the transactions contemplated hereby and the financial statements listed in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Since December 31, 2004, there has been no change in the financial condition, operations, business, properties or prospects of the Company except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the other documents, certificates and other writings delivered to such Purchaser by or on behalf of the Company specifically for use in connection with the transactions contemplated hereby.

      Section 5.4. Subsidiaries . The Company does not have any Subsidiary which if combined with all other Subsidiaries of the Company would constitute a Significant Subsidiary.

      Section 5.5. Financial Statements . The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with

GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).

      Section 5.6. Compliance with Laws, Other Instruments, Etc . The execution, delivery and performance by the Company of this Agreement, the Notes and any other Note Document to which the Company is party will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (other than the Lien of the Mortgage Indenture and the Collateral Trust Indenture and supplements thereto) in respect of any property of the Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company is bound or by which the Company or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company.

      Section 5.7. Governmental Authorizations, Etc . No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority (other than those obtained by the Company on or prior to the date hereof) is required in connection with the execution, delivery or performance by the Company of this Agreement, the Notes or any other Note Document to which the Company is party other than the order of the Federal Energy Regulatory Commission dated May 12, 2005 in Docket No. ES05-24-000 which is final and not subject to appeal, a Report of Securities Issued filed pursuant thereto, and such other consents, approvals, authorizations, registrations, filings or declarations as to which the failure to obtain the same has not resulted in and could not reasonably be expected to result in a Material Adverse Effect.

      Section 5.8. Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any property of the Company in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

          (b) The Company is not in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

      Section 5.9. Taxes . The Company has filed all state and Federal tax returns that are required to have been filed in any jurisdiction, and has paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon it or its properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability

or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company has established reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. All necessary charges, accruals and reserves have been established in accordance with GAAP on the books of the Company in respect of Federal and state taxes. The Federal income tax liability of the Company has been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended December 31, 2001.

      Section 5.10. Title to Property; Leases . The Company has good and marketable title to all properties standing of record in its name (which includes, without limitation, all of those properties, except pollution control facilities standing in the names of certain municipalities which are being purchased by the Company pursuant to installment sales contracts and the undivided ownership interest of Michigan Public Power Agency in a portion of the Belle River Power Plant, which constitute or on which there are erected its principal plants, generating stations and substations and on which its general office and service buildings are constructed and all other important parcels of real estate) and improvements thereon, subject to the lien of the Mortgage Indenture and to minor exceptions and minor defects, irregularities and deficiencies which, in the opinion of the Company, do not materially impair the use of such property for the purpose for which it is held by the Company, and the Company has adequate rights to maintain and operate such of its distribution facilities as are located on public or other property not owned by the Company. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

      Section 5.11. Licenses, Permits, Etc . Except as disclosed in Schedule 5.11,

          (a) the Company owns or possesses all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others;

          (b) to the best knowledge of the Company, no product of the Company infringes in any material respect any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person; and

          (c) to the best knowledge of the Company, there is no Material violation by any Person of any right of the Company with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Company.

      Section 5.12. Compliance with ERISA. (a) To the best knowledge of the Company, the Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to their Plans, and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on

any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or Section 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material.

          (b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in Section 4001 of ERISA and the terms “current value” and “present value” have the meanings specified in Section 3 of ERISA.

          (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under Section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

          (d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section 4980B of the Code) of the Company and its Subsidiaries will not have a Material Adverse Effect on the Company.

          (e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of each Purchaser’s representation in Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.

      Section 5.13. Private Offering by the Company . Neither the Company nor anyone acting on its behalf has offered the Notes or any similar unregistered securities (other than $400,000,000 aggregate principal amount of senior secured notes issued in February, 2005) for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than thirty-three (33) other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act.

      Section 5.14. Use of Proceeds; Margin Regulations . The Company will apply the proceeds of the sale of the Notes to repay exi