DTE Energy 2012 Annual Report Download - page 135

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The bonds represented by this certificate constitute Bonds of the series designated and described in the within-mentioned Indenture.
CITIBANK, N.A., as Trustee
By:_________________________________
Authorized Officer
[End of Bond Form]
SECTION 4. Each certificate evidencing the Bonds (and all Bonds 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 SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. IN CONNECTION WITH ANY TRANSFER,
THE HOLDER WILL DELIVER TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS
THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.
The Bonds shall be exchangeable upon surrender thereof at the corporate trust office of the Trustee in the Borough of Manhattan, the
City of New York, New York, for registered bonds of the same aggregate principal amount and other terms, but of different authorized
denomination or denominations, such exchanges to be made without service charge (except for any stamp tax or other governmental
charge).
When Bonds are presented to the Trustee with a request (i) to register the transfer of such Bonds; or (ii) to exchange such Bonds for
Bonds of the same series of any authorized denominations of the same aggregate principal amount and Stated Maturity, the Trustee shall
register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that
the Bonds 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 Trustee, 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 Bonds are being delivered to the
Company by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect; or (y) if such
Bonds are being transferred to the Company, a certification to that effect; or (z) if such Bonds 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 and (ii) if the Company so requests, other evidence reasonably satisfactory to
it as to the compliance with the restrictions set forth in the legend set forth above.
Every Bond so surrendered shall be accompanied by a proper transfer power duly executed by the registered owner or by a duly
authorized attorney transferring such Bond to the Company, and the signature to such transfer power shall be guaranteed to the satisfaction
of the Trustee. All Bonds so surrendered shall be forthwith canceled and delivered to or upon the order of the Company. All Bonds executed,
authenticated and delivered in exchange for Bonds so surrendered shall be valid obligations of the Company, evidencing the same debt as
the Bonds surrendered, and shall be secured by the same lien and be entitled to the same benefits and protection as the Bonds in exchange
for which they are executed, authenticated and delivered.
The Company shall not be required to make any such exchange or any registration of transfer after the Bond so presented for
exchange or registration of transfer, or any portion thereof, has been called for redemption and notice thereof given to the registered owner.
SECTION 5. Pending the preparation of definitive Bonds, the Company may from time to time execute, and upon its written order,
the Trustee shall authenticate and deliver, in lieu of such definitive Bonds and subject to the same provisions, limitations and conditions, one
or more temporary Bonds, in registered form, of any denomination specified in the written order of the Company for the authentication and
delivery thereof, and with such omissions, insertions and variations as may be determined by the Board of Directors of the Company. Such
temporary Bonds shall be substantially of the tenor of the Bonds to be issued as herein before recited.
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