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                                                                   EXHIBIT 4-197




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                             DTE CAPITAL CORPORATION

                                       AND

                              THE BANK OF NEW YORK

                                     Trustee

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



                          FIRST SUPPLEMENTAL INDENTURE

                            Dated as of June 15, 1998

                           Supplementing the Indenture
                            Dated as of June 15, 1998

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                                  $100,000,000
                       Remarketed Notes, Series A due 2038





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                  FIRST SUPPLEMENTAL INDENTURE, dated as of the 15th day of
June, 1998, between DTE CAPITAL CORPORATION, a corporation organized and
existing under the laws of the State of Michigan (the "Company"), and THE BANK
OF NEW YORK, a New York banking corporation, having its principal office in The
City of New York, New York, as trustee (the "Trustee");

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture dated as of June 15, 1998 (the "Original Indenture"
and, together with this First Supplemental Indenture, the "Indenture") providing
for the issuance by the Company from time to time of its debt securities to be
issued in one or more series (in the Original Indenture and herein called the
"Securities"); and

                  WHEREAS, the Company, in the exercise of the power and
authority conferred upon and reserved to it under the provisions of the Original
Indenture, including Section 901 thereof, and pursuant to appropriate
resolutions of the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this First Supplemental Indenture to the Original
Indenture as permitted by Sections 201 and 301 of the Original Indenture in
order to establish the form or terms of, and to provide for the creation and
issue of, a series of Securities under the Original Indenture in the aggregate
principal amount of up to $100,000,000; and

                  WHEREAS, all things necessary to make the Securities, when
executed by the Company and authenticated and delivered by the Trustee or any
Authenticating Agent and issued upon the terms and subject to the conditions
hereinafter and in the Original Indenture set forth against payment therefor,
the valid, binding and legal obligations of the Company and to make this First
Supplemental Indenture a valid, binding and legal agreement of the Company, have
been done;

                  NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH
that, in order to establish the terms of a series of Securities, and for and in
consideration of the premises and of the covenants contained in the Original
Indenture and in this First Supplemental Indenture and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed as follows:

                                  ARTICLE ONE

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

                  Section 101. Definitions. Each capitalized term that is used
herein and is defined in the Original Indenture shall have the meaning specified
in the Original Indenture unless such term is otherwise defined herein.

                  "Administrative Agent" means the entity designated as such in
the applicable Standby Note Purchase Agreement, if any.


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                  "Base Rate" means the interest rate established by the SPURS
Agent, after consultation with the Company, as the applicable "Base Rate" at or
prior to the commencement of the SPURS Mode and set forth on Annex A to the
applicable Note.

                  "Beneficial Owner" means, for Notes in book-entry form, the
person who acquires an interest in the Notes which is reflected on the records
of DTC through its participants.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions located in the State
of Michigan or in the state in which the principal corporate trust office of the
Trustee is located, are authorized or obligated by or pursuant to law or
executive order to close; provided, however, that with respect to Notes in the
Long Term Rate Mode or the SPURS Mode as to which LIBOR is an applicable
Interest Rate Basis, such day is also a London Business Day (as hereinafter
defined). "London Business Day" means (i) if the Index Currency (as hereinafter
defined) is other than European Currency Units ("ECU"), any day on which
dealings in such Index Currency are transacted in the London interbank market or
(ii) if the Index Currency is ECU, any day that does not appear as an ECU
non-settlement day on the display designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so designated by the ECU Banking Association) or,
if ECU non-settlement days do not appear on the page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market.

                  "Calculation Agent" has the meaning specified in Section 204
hereof.

                  "Calculation Date" has the meaning set forth in Section 204
hereof.

                  "CD Rate" has the meaning specified in Section 204 hereof.

                  "Commercial Paper Term Mode" means, with respect to any Note,
the Interest Rate Mode in which the interest rate on such Note is reset on a
periodic basis which shall not be less than one calendar day nor more than 364
consecutive calendar days and interest is paid as provided for such Interest
Rate Mode in Section 204 hereof.

                  "Commercial Paper Term Period" means an Interest Rate Period
of not less than one year nor more than 364 consecutive calendar days, as
determined by the Company, or if not so determined, by the Remarketing Agent.

                  "Conversion Date" has the meaning set forth in Section 205(d)
hereof.

                  "Conversion Notice" means a notice, promptly confirmed in
writing in substantially the form of Exhibit H hereto (which includes facsimile
or appropriate electronic media) from the Company, that sets forth applicable
Note to which it relates, the new Interest Rate Mode (if applicable), the new
Interest Rate Period, the Conversion Date, and with respect to any Long Term
Rate Period, any optional redemption or repayment terms for such Note.

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                  "Determination Date" means the third Business Day preceding
the applicable SPURS Remarketing Date.

                  "DTC" has the meaning specified in Section 203 hereof.

                  "DTE Energy" means DTE Energy Company, a Michigan corporation
and the owner, directly or indirectly, of 100% of the outstanding common stock
of the Company.

                  "Floating Interest Rate Notice" has the meaning specified in
Section 204 hereof. The form of Floating Rate Interest Notice is set forth as
Exhibit G to this First Supplemental Indenture.

                  "Floating Rate Maximum Interest Rate" and "Floating Rate
Minimum Interest Rate" have the respective meanings specified in Section 204
hereof.

                  "Index Maturity" means the period to maturity of the
instrument or obligation with respect to which the related Interest Rate Basis
or Bases will be calculated.

                  "Initial Interest Rate" means the annual rate of interest
applicable to the Notes during the Initial Interest Rate Period.

                  "Initial Interest Rate Adjustment Date" means June 15, 2003.

                  "Initial Interest Rate Period" means the period commencing on
the date of issuance for the Notes and ending on the Business Day immediately
preceding the Initial Interest Rate Adjustment Date.

                  "Insurer" means, with respect to the Initial Interest Rate
Period, MBIA Insurance Corporation, and, with respect to any subsequent Interest
Rate Period, such issuer of a financial guaranty insurance policy as may be
purchased by the Company from time to time.

                  "Interest Determination Date" has the meaning specified in
Section 204 hereof.

                  "Interest Rate Adjustment Date" means, for a particular
Interest Rate Period in any Interest Rate Mode, each date, which shall be a
Business Day, on which interest and, in the case of a floating interest rate,
the Spread (if any) and the Spread Multiplier (if any) on the Notes subject
thereto commences to accrue at the rate determined and announced by the
applicable Remarketing Agent for such Interest Rate Period and for Notes bearing
interest at the Initial Interest Rate (as hereinafter defined), the Business Day
following the expiration of the Initial Interest Rate Period (as hereinafter
defined).

                  "Interest Rate Basis" has the meaning specified in Section 204
hereof.

                  "Interest Rate Mode" means the mode in which the Interest Rate
on a Note is being determined, i.e., the Commercial Paper Term Mode, the Long
Term Rate Mode or the SPURS Mode.


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                  "Interest Rate Period" means, with respect to any Note in the
Commercial Paper Mode or Long Term Rate Mode, the period of time commencing on
the Interest Rate Adjustment Date to, but not including, the immediately
succeeding Interest Rate Adjustment Date during which such Note bears interest
at a particular fixed interest rate or floating interest rate, and with respect
to any Note in the SPURS Mode, a SPURS Rate Period.

                  "Interest Reset Date", "Initial Interest Reset Date" and
"Interest Reset Period" have the respective meanings specified in Section 204
hereof.

                  "Liquidity Provider" means, any bank or other credit provider
whose obligations such as those under the applicable Standby Note Purchase
Agreement with respect to any Notes are exempt from registration under the
Securities Act of 1933, as amended, with long term senior debt ratings from
Standard & Poor's Ratings Services and Moody's Investors Service, Inc. at least
equal to those of the Company as of the date of the Standby Note Purchase
Agreement, and a minimum combined capital and surplus of at least $50,000,000,
that has entered into a Standby Note Purchase Agreement with the Company for the
purpose of purchasing unremarketed Notes on any Interest Rate Adjustment Date.

                  "Long Term Rate Mode" means, with respect to any Note, the
Interest Rate Mode in which the interest rate on such Note is reset in a Long
Term Rate Period and interest is paid as provided for such Interest Rate Mode in
Section 204 hereof.

                  "Long Term Rate Period" means, with respect to any Note, any
period of more than 364 days and not exceeding the remaining term to the Stated
Maturity of such Note.

                  "Notes" or "Note" have the meaning specified in Section 201.

                  "Notification Date" means the Business Day not later than ten
(10) days prior to the applicable SPURS Remarketing Date on which the SPURS
Agent gives notice to the Company and the Trustee of its intention to purchase
the Notes for remarketing.

                  "Optional Redemption" means the redemption of any Note prior
to its maturity at the option of the Company as described herein.

                  "Optional Redemption Price" has the meaning set forth in
Section 304(c) hereof.

                  "Policy" means, with respect to the Initial Interest Rate
Period, the financial guaranty insurance policy issued by MBIA Insurance
Corporation and attached as Exhibit F hereto, and, with respect to any
subsequent Interest Rate Period, such financial guaranty insurance policy as may
be purchased by the Company from an Insurer from time to time.

                  "Principal Financial Center" means the capital city of the
country issuing the Index Currency, except that with respect to United States
dollars, Australian dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss
francs and ECUs, the Principal Financial Center shall be The City of New York,
Sydney, Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively.


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                  "Remarketing Agent" means such agent or agents, including any
standby remarketing agent (each a "Standby Remarketing Agent"), as the Company
may appoint from time to time for the purpose of remarketing of the Notes, as
set forth in the remarketing agreement which the Company shall enter into prior
to the remarketing of such Notes.

                  "Special Interest Rate" means the rate of interest equal to
the rate per annum announced by Citibank, N.A., or such other nationally
recognized bank located in the United States as the Company may select, as its
prime lending rate.

                  "Special Mandatory Purchase" means the obligation of the
Company (or, if applicable, a Liquidity Provider) to purchase Notes not
successfully remarketed by the Remarketing Agent and the applicable Standby
Remarketing Agent(s) by 12:00 o'clock noon, New York City time, on any Interest
Rate Adjustment Date.

                  "Spread" means, with respect to any Note, the number of basis
points to be added to or subtracted from the related Interest Rate Basis or
Bases applicable to an Interest Rate Period for such Note.

                  "Spread Multiplier" means the percentage of the related
Interest Rate Basis or Bases applicable to an Interest Rate Period by which such
Interest Rate Basis or Bases will be multiplied to determine the applicable
interest rate from time to time for an Interest Rate Period.

                  "SPURS Agent" means such Remarketing Agent as the Company may
appoint from time to time for the purpose of remarketing Notes in the SPURS
Mode.

                  "SPURS Mode" means, with respect to any Note, the Interest
Rate Mode in which such Note shall bear interest and be subject to remarketing
as "Structured PUtable Remarketable Securities" ("SPURS") as provided for in
Article Three hereof.

                  "SPURS Rate Period" means an Interest Rate Period for any Note
in the SPURS Mode established by the Company as a period of more than 364 days
and not exceeding the remaining term to the Stated Maturity of such Note;
provided, however, that such Interest Rate Period must end on the day prior to
an Interest Payment Date for such Note. The SPURS Rate Period shall consist of
the period to and excluding the SPURS Remarketing Date and the period from and
including the SPURS Remarketing Date to but excluding the next succeeding
Interest Rate Adjustment Date.

                  "SPURS Remarketing Agreement" shall mean the agreement dated
as of the Interest Rate Adjustment Date commencing the applicable SPURS Rate
Period which sets forth the rights and obligations of the Company and the
applicable SPURS Agent with respect to the remarketing of the SPURS.

                  "SPURS Remarketing Date" means the date designated by the
applicable SPURS Agent after consultation with the Company, upon which the
applicable SPURS Agent may elect to remarket the Notes at the SPURS Interest
Rate.


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                  "Standby Note Purchase Agreement" means the agreement, which
the Company may, at its option, enter into from time to time with a Liquidity
Provider for the purpose of purchasing unremarketed Notes.

                  "Weekly Rate Period" means a Commercial Paper Term Period with
an Interest Rate Period of generally seven days.

                  Section 102. Section References. Each reference to a
particular section set forth in this First Supplemental Indenture shall, unless
the context otherwise requires, refer to this First Supplemental Indenture.

                                  ARTICLE TWO

                      TITLE, RANKING AND TERMS OF THE NOTES


                  Section 201. Title and Ranking of the Notes. This First
Supplemental Indenture hereby establishes a series of senior Securities
designated as the "Remarketed Notes, Series A due 2038" of the Company (referred
to herein as the "Notes"), and shall rank equally with each other and all other
senior and unsubordinated indebtedness of the Company. For purposes of the
Original Indenture, the Notes shall constitute a single series of Securities.

                  Section 202. Variations in Terms of Notes. Subject to the
terms and conditions set forth in the Original Indenture and in this First
Supplemental Indenture, the terms of any particular Note may vary from the terms
of any other Note as contemplated by Section 301. of the Original Indenture, and
the terms for a particular Note will be set forth in such Note as delivered to
the Trustee or an Authenticating Agent for authentication pursuant to Section
303. of the Original Indenture.

                  Section 203. Amount and Denominations; DTC. The aggregate
principal amount of Notes that may be issued under this First Supplemental
Indenture is limited to $100,000,000. 

                  The Notes shall be issuable only in fully registered form 
and will initially be registered in the name of The Depository Trust Company, 
as depositary ("DTC"), or its nominee who is hereby designated as "U.S. 
Depositary" under the Original Indenture. The authorized denominations of Notes
shall be $100,000 and integral multiples of $1,000 in excess thereof.

                  Section 204. Interest, Interest Rates and Interest Rate Modes.
The Notes will initially bear interest at the Initial Interest Rate as set forth
on Annex A thereof for the Initial Interest Rate Period. Thereafter, each Note
at the option of the Company will bear interest in the Commercial Paper Term
Mode, the Long Term Rate Mode or the SPURS Mode. Each Note may bear interest for
designated Interest Rate Periods in the same or a different Interest Rate Mode
from other Notes. The interest rate for the Notes will be established
periodically as described herein by the applicable Remarketing Agent.


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                  Interest will be payable on any Note at Maturity and (i) in
the Initial Interest Rate Period, on the date or dates set forth on Annex A
thereto; (ii) for any Interest Rate Period in the Commercial Paper Term Mode, on
the Interest Rate Adjustment Date commencing the next succeeding Interest Rate
Period for such Note and on such other dates (if any) as will be established
upon conversion of such Note to the Commercial Paper Term Mode or upon
remarketing of the Note in a new Interest Rate Period in the Commercial Paper
Term Mode and set forth in the applicable Note; and (iii) in the Long Term Rate
Mode or SPURS Mode, no less frequently than semiannually on such dates as will
be established upon conversion of such Note to the Long Term Rate Mode or the
SPURS Mode (or upon remarketing of the Note in a new Interest Rate Period in the
Long Term Rate Mode or the SPURS Mode, as the case may be) and set forth in the
applicable Note in the case of a fixed interest rate, or as described below
under "Floating Interest Rates" in the case of a floating interest rate, and on
the Interest Rate Adjustment Date commencing the next succeeding Interest Rate
Period. Such interest will be payable to the Holder thereof as of the related
Record Date, which, for any Note (x) in the Initial Interest Rate Period, is the
date or dates set for therein; (y) in the Commercial Paper Term Mode, is the
Business Day prior to the related Interest Payment Date; and (z) bearing
interest in the Long Term Rate Mode or the SPURS Mode, is 15 days prior to the
related Interest Payment Date. Except as provided below under "Floating Interest
Rates," if any Interest Payment Date would otherwise be a day that is not a
Business Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, and no interest will accrue on such payment for the
period from and after such Interest Payment Date to the date of such payment on
the next succeeding Business Day. Interest on Notes bearing interest in the
Commercial Paper Term Mode or at a floating interest rate during an Interest
Rate Period in the Long Term Rate Mode or the SPURS Mode will be computed on the
basis of actual days elapsed over 360; provided that, if an applicable Interest
Rate Basis is the CMT Rate or Treasury Rate (each as defined below), interest
will be computed on the basis of actual days elapsed over the actual number of
days in the year. Interest on Notes bearing interest at a fixed rate in the Long
Term Rate Mode or SPURS Mode will be computed on the basis of a year of 360 days
consisting of twelve 30-day months. Interest on Notes at the Initial Interest
Rate will be computed on the basis of a year of 360 days consisting of twelve
30-day months.

                  Determination of Interest Rates.

         General. The interest rate and, in the case of a floating interest
rate, the Spread (if any) and the Spread Multiplier (if any) for any Note will
be established by the applicable Remarketing Agent in a remarketing as described
in Section 207 hereof or otherwise not later than each Interest Rate Adjustment
Date for such Note as the minimum rate of interest and, in the case of a
floating interest rate, Spread (if any) and Spread Multiplier (if any) necessary
in the judgment of such Remarketing Agent to produce a par bid in the secondary
market for such Note on the date the interest rate is established. Such rate
will be effective for the next succeeding Interest Rate Period for such Note
commencing on such Interest Rate Adjustment Date.

                  In the event that (i) the applicable Remarketing Agent has
been removed or has resigned and no successor has been appointed, or (ii) such
Remarketing Agent has failed to announce the appropriate interest rate, Spread,
if any, or Spread Multiplier, if any, as the case 

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may be, on the Interest Rate Adjustment Date for any Note for whatever reason,
or (iii) the appropriate interest rate, Spread, if any, or Spread Multiplier, if
any, as the case may be, or Interest Rate Period cannot be determined for any
Note for whatever reason, then such Note shall be automatically converted to the
Commercial Paper Term Mode with a Weekly Rate Period, determined as provided
below under "Interest Rate Modes - Commercial Paper Term Period", and the rate
of interest thereon shall be equal to the Special Interest Rate.

                  The Trustee shall, upon request of any Beneficial Owner of a
Note, advise such Beneficial Owner or the applicable Remarketing Agent of the
interest rate and, in the case of a floating interest rate, the Interest Rate
Basis or Bases, Spread (if any) and Spread Multiplier (if any), and in each case
the other terms applicable to such Beneficial Owner's Notes for the next
Interest Rate Period. Neither the Trustee nor the Company will otherwise be
required to advise Beneficial Owners of the applicable interest rate. The
interest rate and other terms announced by the Remarketing Agent, absent
manifest error, will be binding and conclusive upon the Beneficial Owners, the
Company and the Trustee.

                  Floating Interest Rates.

                  While any Note bears interest in the Long Term Rate Mode or
the SPURS Mode (with respect to the period from, and including, the Interest
Rate Adjustment Date commencing such period to, but excluding, the SPURS
Remarketing Date), the Company may elect a floating interest rate by providing
notice, which will be in or promptly confirmed in writing (which includes
facsimile or appropriate electronic media), received by the Trustee and the
Remarketing Agent for such Note (the "Floating Interest Rate Notice") not less
than ten (10) days prior to the Interest Rate Adjustment Date for such Long Term
Rate Period or SPURS Rate Period. The Floating Interest Rate Notice must
identify by CUSIP number or otherwise the portion of the Note to which it
relates and state the Interest Rate Period (or portion thereof, in the case of
the SPURS Mode) therefor to which it relates. Each Floating Interest Rate Notice
must also state the Interest Rate Basis or Bases, the Initial Interest Reset
Date, the Interest Reset Period and Dates, the Interest Payment Period and
Dates, the Index Maturity and the Floating Rate Maximum Interest Rate and/or
Floating Rate Minimum Interest Rate, if any. If one or more of the applicable
Interest Rate Bases is LIBOR or the CMT Rate, the Floating Interest Rate Notice
shall also specify the Index Currency and Designated LIBOR Page or the
Designated CMT Maturity Index and Designated CMT Telerate Page, respectively.

         If any Note bears interest at a floating rate in a Long Term Rate
Period or SPURS Rate Period, such Note shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases (a) plus
or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if
any, specified by the Remarketing Agent, in the case of a Long Term Rate Period,
or the SPURS Agent, in the case of a SPURS Rate Period, and recorded in Annex A
to such Note. Commencing on the Interest Rate Adjustment Date for such Interest
Rate Period, the rate at which interest on such Note shall be payable shall be
reset as of each Interest Reset Date during such Interest Rate Period specified
in the applicable Floating Interest Rate Notice.


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         The applicable floating interest rate on any Note during any Interest
Rate Period will be determined by reference to the applicable Interest Rate
Basis or Interest Rate Bases, which may include (i) the CD Rate, (ii) the CMT
Rate, (iii) the Federal Funds Rate, (iv) LIBOR, (v) the Prime Rate, (vi) the
Treasury Rate, or (vii) such other Interest Rate Basis or interest rate formula
as may be specified in the applicable Floating Interest Rate Notice (each, an
"Interest Rate Basis").

         Unless otherwise specified in the applicable Floating Interest Rate
Notice, the interest rate with respect to each Interest Rate Basis will be
determined in accordance with the applicable provisions below. Except as set
forth above or in the applicable Floating Interest Rate Notice, the interest
rate in effect on each day shall be (i) if such day is an Interest Reset Date,
the interest rate determined as of the Interest Determination Date immediately
preceding such Interest Reset Date or (ii) if such day is not an Interest Reset
Date, the interest rate determined as of the Interest Determination Date
immediately preceding the most recent Interest Reset Date. If any Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset
Date will be postponed to the next succeeding Business Day, unless LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, in which case such Interest Reset Date will be the
immediately preceding Business Day. In addition, if the Treasury Rate is an
applicable Interest Rate Basis and the Interest Determination Date would
otherwise fall on an Interest Reset Date, then such Interest Reset Date will be
postponed to the next succeeding Business Day.

         The applicable Floating Interest Rate Notice will specify whether the
rate of interest will be reset daily, weekly, monthly, quarterly, semiannually
or annually or on such other specified basis (each, an "Interest Reset Period")
and the dates on which such rate of interest will be reset (each, an "Interest
Reset Date"). Unless otherwise specified in the applicable Floating Interest
Rate Notice, the Interest Reset Dates will be, in the case of a floating
interest rate which resets: (i) daily, each Business Day; (ii) weekly, the
Wednesday of each week (unless the Treasury Rate is an applicable Interest Rate
Basis, in which case the Tuesday of each week except as described below); (iii)
monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday
of March, June, September and December of each year, (v) semiannually, the third
Wednesday of the two months specified in the applicable Floating Interest Rate
Notice; and (vi) annually, the third Wednesday of the month specified in the
applicable Floating Interest Rate Notice.

         The interest rate applicable to each Interest Reset Period commencing
on the related Interest Reset Date will be the rate determined as of the
applicable Interest Determination Date. The "Interest Determination Date" with
respect to the CD Rate, the CMT Rate, the Federal Funds Rate and the Prime Rate
will be the second Business Day immediately preceding the applicable Interest
Reset Date; and the "Interest Determination Date" with respect to LIBOR shall be
the second London Business Day immediately preceding the applicable Interest
Reset Date, unless the Index Currency is British pounds sterling, in which case
the "Interest Determination Date" will be the applicable Interest Reset Date.
The "Interest Determination Date" with respect to the Treasury Rate shall be the
day in the week in which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (Treasury Bills are
normally sold at an auction held on Monday of each week, unless that day is 


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a legal holiday, in which case the auction is normally held on the following 
Tuesday, except that such auction may be held on the preceding Friday); 
provided, however, that if an auction is held on the Friday of the week
preceding the applicable Interest Reset Date, the "Interest Determination Date"
shall be such preceding Friday. If the interest rate of any Note is a floating
interest rate determined with reference to two or more Interest Rate Bases
specified in the applicable Floating Interest Rate Notice, the "Interest
Determination Date" pertaining to the Note shall be the most recent Business Day
which is at least two Business Days prior to the applicable Interest Reset Date
on which each Interest Rate Basis is determinable. Each Interest Rate Basis
shall be determined as of such date, and the applicable interest rate shall take
effect on the related Interest Reset Date.

         Either or both of the following may also apply to the floating interest
rate on any Note for an Interest Rate Period: (i) a floating rate maximum
interest rate, or ceiling, that may accrue during any Interest Reset Period (the
"Floating Rate Maximum Interest Rate") and (ii) a floating rate minimum interest
rate, or floor, that may accrue during any Interest Reset Period (the "Floating
Rate Minimum Interest Rate"). In addition to any Floating Rate Maximum Interest
Rate that may apply, the interest rate on any Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States laws of general application.

         Except as provided below or in the applicable Floating Interest Rate
Notice, interest will be payable, in the case of floating interest rates which
reset: (i) daily, weekly or monthly, on the third Wednesday of each month or on
the third Wednesday of March, June, September and December of each year, as
specified in the applicable Floating Interest Rate Notice; (ii) quarterly, on
the third Wednesday of March, June, September and December of each year; (iii)
semiannually, on the third Wednesday of the two months of each year specified in
the applicable Floating Interest Rate Notice; and (iv) annually, on the third
Wednesday of the month of each year specified in the applicable Floating
Interest Rate Notice and, in each case, on the Business Day immediately
following the applicable Long Term Rate Period or SPURS Rate Period, as the case
may be. If any Interest Payment Date for the payment of interest at a floating
rate (other than following the end of the applicable Long Term Rate Period or
SPURS Rate Period, as the case may be) would otherwise be a day that is not a
Business Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, except that if LIBOR is an applicable Interest Rate
Basis and such Business Day falls in the next succeeding calendar month, such
Interest Payment Date will be the immediately preceding Business Day.

         All percentages resulting from any calculation of floating interest
rates will be rounded to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
amounts used in or resulting from such calculation will be rounded, in the case
of United States dollars, to the nearest cent or, in the case of a foreign
currency or composite currency, to the nearest unit (with one-half cent or unit
being rounded upwards).


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         Accrued floating rate interest will be calculated by multiplying the
principal amount of the applicable Note by an accrued interest factor. Such
accrued interest factor will be computed by adding the interest factor
calculated for each day in the applicable Interest Reset Period. Unless
otherwise specified in the applicable Floating Interest Rate Notice, the
interest factor for each such day will be computed by dividing the interest rate
applicable to such day by 360, if an applicable Interest Rate Basis is the CD
Rate, the Federal Funds Rate, LIBOR or the Prime Rate, or by the actual number
of days in the year if an applicable Interest Rate Basis is the CMT Rate or the
Treasury Rate. Unless otherwise specified in the applicable Floating Interest
Rate Notice, if the floating interest rate is calculated with reference to two
or more Interest Rate Bases, the interest factor will be calculated in each
period in the same manner as if only one of the applicable Interest Rate Bases
applied as specified in the applicable Floating Interest Rate Notice.

         Unless otherwise specified in the applicable Floating Interest Rate
Notice, The Bank of New York will be the "Calculation Agent." For any Remarketed
Note bearing interest at a floating rate, the applicable Remarketing Agent will
determine the interest rate in effect from the Interest Rate Adjustment Date for
such Remarketed Note to the Initial Interest Reset Date. The Calculation Agent
will determine the interest rate in effect for each Interest Reset Period
thereafter. Upon request of the Beneficial Owner of a Note, after any Interest
Rate Adjustment Date, the Calculation Agent or the Remarketing Agent shall
disclose the interest rate and, in the case of a floating interest rate,
Interest Rate Basis or Bases, Spread (if any) and Spread Multiplier (if any),
and in each case the other terms applicable to such Note then in effect and, if
determined, the interest rate that will become effective as a result of a
determination made for the next succeeding Interest Reset Date with respect to
such Note. Except as described herein with respect to a Note earning interest at
floating rates, no notice of the applicable interest rate, Spread (if any) or
Spread Multiplier (if any) shall be sent to the Beneficial Owner of any Note.

         Unless otherwise specified in the applicable Floating Interest Rate
Notice, the "Calculation Date", if applicable, pertaining to any Interest
Determination Date will be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity, as the case may be.

         CD Rate. If an Interest Rate Basis for any Note is specified in the
applicable Floating Interest Rate Notice as the "CD Rate," the CD Rate means
with respect to any Interest Determination Date relating to a Note for which the
interest rate is determined with reference to the CD Rate (a "CD Rate Interest
Determination Date"), the rate on such date for negotiable United States dollar
certificates of deposit having the Index Maturity specified in the applicable
Floating Interest Rate Notice as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication ("H.15(519)") under the heading "CDs
(Secondary Market)," or, if not published by 3:00 p.m., New York City time, on
the related Calculation Date, the rate on such CD Rate Interest Determination
Date for negotiable United States dollar certificates of deposit of the Index
Maturity specified in the applicable Floating Interest Rate Notice as published
by the Federal Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for 

                                     12
<PAGE>   13


United States Government Securities" or any successor publication ("Composite 
Quotations") under the heading "Certificates of Deposit." If such rate is not 
yet published in either H.15(519) or Composite Quotations by 3:00 p.m., New York
City time, on the related Calculation Date, then the CD Rate on such CD Rate 
Interest Determination Date will be calculated by the Calculation Agent and will
be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., 
New York City time, on such CD Rate Interest Determination Date, of three 
leading nonbank dealers in negotiable United States dollar certificates
of deposit in The City of New York (which may include the Remarketing Agent or
its affiliates) selected by the Calculation Agent, after consultation with the
Company, for negotiable United States dollars certificates of deposit of major
United States money center banks for negotiable certificates of deposit with a
remaining maturity closest to the Index Maturity specified in the applicable
Floating Interest Rate Notice in an amount that is representative for a single
transaction in that market at that time; provided, however, that if the dealers
so selected by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate determined as of such CD Rate Interest Determination Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.

         CMT Rate. If an Interest Rate Basis for any Note is specified in the
applicable Floating Interest Rate Notice as the "CMT Rate," the CMT Rate means,
with respect to any Interest Determination Date relating to a Note for which the
interest is determined with reference to the CMT Rate (a "CMT Rate Interest
Determination Date"), the rate displayed on the Designated CMT Telerate Page (as
defined below) under the caption "...Treasury Constant Maturities...Federal
Reserve Board Release H.15...Mondays Approximately 3:45 P.M.," under the column
for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
weekly or monthly average, as specified in the Floating Interest Rate Notice,
for the week or the month, as applicable, ended immediately preceding the week
in which the related CMT Rate Interest Determination Date occurs. If such rate
is no longer displayed on the relevant page or is not displayed by 3:00 p.m.,
New York City time, on the related Calculation Date, then the CMT Rate for such
CMT Rate Interest Determination Date will be such treasury constant maturity
rate for the Designated CMT Maturity Index as published in H.15(519). If such
rate is no longer published or is not published by 3:00 p.m., New York City
time, on the related Calculation Date, then the CMT Rate on such CMT Rate
Interest Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Rate Interest Determination Date with
respect to such Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in
H.15(519). If such information is not provided by 3:00 p.m., New York City time,
on the related Calculation Date, then the CMT Rate on the CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity, based on the arithmetic mean of the secondary market closing
offer side prices as of approximately 3:30 p.m., New York City time, on such CMT
Rate Interest Determination Date reported, according to their written records,
by three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York (which may include the Remarketing
Agent or its 


                                     13
<PAGE>   14

affiliates) selected by the Calculation Agent after consultation
with the Company (from five such Reference Dealers selected by the Calculation
Agent, after consultation with the Company, and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated CMT
Maturity Index and a remaining term to maturity of not less than such Designated
CMT Maturity Index minus one year. If the Calculation Agent is unable to obtain
three such Treasury Note quotations, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 p.m., New York City time, on such CMT Rate
Interest Determination Date of three Reference Dealers in The City of New York
(from five such Reference Dealers selected by the Calculation Agent, after
consultation with the Company, and eliminating the highest quotation (or, in the
event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest)), for Treasury Notes with an original
maturity of the number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least U.S.$100 million. If three or four
(and not five) of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean of the offer prices obtained
and neither the highest nor the lowest of such quotes will be eliminated;
provided, however, that if fewer than three Reference Dealers so selected by the
Calculation Agent, after consultation with the Company, are quoting as mentioned
herein, the CMT Rate determined as of such CMT Rate Interest Determination Date
will be the CMT Rate in effect on such CMT Rate Interest Determination Date. If
two Treasury Notes with an original maturity as described in the second
preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the Calculation Agent, after consultation with
the Company, will obtain from five Reference Dealers quotations for the Treasury
Note with the shorter remaining term to maturity.

         "Designated CMT Telerate Page" means the display on the Dow Jones
Markets Limited (or any successor service) on the page specified in the
applicable Floating Interest Rate Notice (or any other page as may replace such
page on such service for the purpose of displaying Treasury Constant Maturities
as reported in H.15(519)) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified in the
applicable Floating Interest Rate Notice, the Designated CMT Telerate Page shall
be 7052 for the most recent week.

         "Designated CMT Maturity Index" means the original period to maturity
of the United States Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30
years) specified in the applicable Floating Interest Rate Notice with respect to
which the CMT Rate will be calculated. If no such maturity is specified in the
applicable Floating Interest Rate Notice, the Designated CMT Maturity Index
shall be 2 years.

         Federal Funds Rate. If an Interest Rate Basis for any Note is specified
in the applicable Floating Interest Rate Notice as the "Federal Funds Rate," the
Federal Funds Rate means, with 

                                     14
<PAGE>   15


respect to any Interest Determination Date relating to a Note for which
the interest rate is determined with reference to the Federal Funds Rate (a
"Federal Funds Rate Interest Determination Date"), the rate on such date for
United States dollar federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not published by 3:00 p.m., New York City
time, on the Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate." If such rate is not published in either
H.15(519) or Composite Quotations by 3:00 p.m., New York City time, on the
related Calculation Date, then the Federal Funds Rate on such Federal Funds Rate
Interest Determination Date shall be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction in overnight
United States dollar federal funds arranged by three leading brokers of federal
funds transactions in The City of New York (which may include the Remarketing
Agent or its affiliates) selected by the Calculation Agent after consultation
with the Company, prior to 9:00 a.m., New York City time, on such Federal Funds
Rate Interest Determination Date; provided, however, that if the brokers so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Federal Funds Rate determined as of such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate in effect on such Federal
Funds Rate Interest Determination Date.

         LIBOR. If an Interest Rate Basis for any Note is specified in the
applicable Floating Interest Rate Notice as "LIBOR," LIBOR means the rate
determined by the Calculation Agent as of the applicable Interest Determination
Date (a "LIBOR Interest Determination Date") in accordance with the following
provisions:

                (i) if (a) "LIBOR Reuters" is specified in the applicable  
Floating Interest Rate Notice, the arithmetic mean of the offered rates (unless
the Designated LIBOR Page (as defined below) by its terms provides only for a
single rate, in which case such single rate will be used) for deposits in the
Index Currency having the Index Maturity specified in the applicable Floating
Interest Rate Notice, commencing on the applicable Interest Reset Date, that
appear (or, if only a single rate is required as aforesaid, appears) on the
Designated LIBOR Page as of 11:00 a.m., London time, on such LIBOR Interest
Determination Date, or (b) "LIBOR Telerate" is specified in the applicable
Floating Interest Rate Notice, or if neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified in the applicable Floating Interest Rate Notice as the
method for calculating LIBOR, the rate for deposits in the Index Currency
having the Index Maturity specified in the applicable Floating Interest Rate
Notice, commencing on such Interest Reset Date, that appears on the Designated
LIBOR Page as of 11:00 a.m., London time, on such LIBOR Interest Determination
Date. If fewer than two such offered rates appear, or if no such rate appears,
as applicable, LIBOR on such LIBOR Interest Determination Date shall be
determined in accordance with the provisions described in clause (ii) below.

                (ii) With respect to a LIBOR Interest Determination Date on 
which fewer than two offered rates appear, or no rate appears, as the case may
be, on the Designated LIBOR Page as specified in clause (i) above, the  
Calculation Agent shall request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, after consultation with the Company, to provide the
Calculation Agent with its offered quotation for deposits in the Index Currency
for the period of the Index Maturity 


                                     15
<PAGE>   16
specified in the applicable Floating Interest Rate Notice, commencing
on the applicable Interest Reset Date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time. If at least two
such quotations are so provided, then LIBOR on such LIBOR Interest Determination
Date will be the arithmetic mean of such quotations. If fewer than two such
quotations are so provided, then LIBOR on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in
the applicable Principal Financial Center, on such LIBOR Interest Determination
Date by three major banks in such Principal Financial Center selected by the
Calculation Agent, after consultation with the Company, for loans in the Index
Currency to leading European banks, having the Index Maturity specified in the
applicable Floating Interest Rate Notice and in a principal amount that is
representative for a single transaction in such Index Currency in such market at
such time; provided, however, that if the banks so selected by the Calculation
Agent are not quoting as mentioned in this sentence, LIBOR determined as of such
LIBOR Interest Determination Date shall be LIBOR in effect on such LIBOR
Interest Determination Date. 

         "Index Currency" means the currency or composite currency specified in
the applicable Floating Interest Rate Notice as to which LIBOR shall be 
calculated. If no such currency or composite currency is specified in the 
applicable Floating Interest Rate Notice, the Index Currency shall be United 
States dollars.

         "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified in
the applicable Floating Interest Rate Notice, the display on the Reuter Monitor
Money Rates Service (or any successor service) on the page specified in such
Floating Interest Rate Notice (or on any other page as may replace such page on
such service) for the purpose of displaying the London interbank rates of major
banks for the Index Currency, or (b) if "LIBOR Telerate" is specified in the
applicable Floating Interest Rate Notice or neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified in the applicable Floating Interest Rate Notice as the
method for calculating LIBOR, the display on the Dow Jones Markets Limited (or
any successor service) on the page specified in such Floating Interest Rate
Notice (or on any other page as may replace such page on such service) for the
purpose of displaying the London interbank rates of major banks for the Index
Currency.

         Prime Rate. If an Interest Rate Basis for any Note is specified in the
applicable Floating Interest Rate Notice as the "Prime Rate," the Prime Rate
means, with respect to any Interest Determination Date relating to a Note for
which the interest rate is determined with reference to the Prime Rate (a "Prime
Rate Interest Determination Date"), the rate on such date as such rate is
published in H.15(519) under the heading "Bank Prime Loan." If such rate is not
published prior to 3:00 p.m., New York City time, on the related Calculation
Date, then the Prime Rate shall be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen U.S. PRIME 1
Page (as defined below) as such bank's prime rate or base lending rate as in
effect for such Prime Rate Interest Determination Date. If fewer than four such
rates appear on the Reuters Screen U.S. PRIME 1 Page for such Prime Rate
Interest Determination Date, the Prime Rate shall be the arithmetic mean of the
prime rates quoted on the basis of the 


                                     16
<PAGE>   17

actual number of days in the year divided by a 360-day year as of the
close of business on such Prime Rate Interest Determination Date by four major
money center banks (which may include The Bank of New York) in The City of New
York selected by the Calculation Agent, after consultation with the Company. If
fewer than four such quotations are so provided, the Prime Rate shall be the
arithmetic mean of four prime rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date as furnished in The City of New York by
the major money center banks, if any, that have provided such quotations and by
as many substitute banks or trust companies (which may include The Bank of New
York) as necessary in order to obtain four such prime rate quotations, provided
such substitute banks or trust companies are organized and doing business under
the laws of the United States, or any State thereof, have total equity capital
of at least U.S.$500 million and are each subject to supervision or examination
by Federal or State authority, selected by the Calculation Agent, after
consultation with the Company, to provide such rate or rates; provided, however,
that if the banks or trust companies so selected by the Calculation Agent are
not quoting as mentioned in this sentence, the Prime Rate determined as of such
Prime Rate Interest Determination Date will be the Prime Rate in effect on such
Prime Rate Interest Determination Date.

         "Reuters Screen U.S. PRIME 1 Page" means the display designated as page
"U.S. PRIME 1" on the Reuter Monitor Money Rates Service (or any successor
service) on the U.S. PRIME 1 Page (or such other page as may replace the U.S.
PRIME 1 page on that service) for the purpose of displaying prime rates or base
lending rates of major United States banks).

         Treasury Rate. If an Interest Rate Basis for any Note is specified in
the applicable Floating Interest Rate Notice as the "Treasury Rate," the
Treasury Rate means, with respect to any Interest Determination Date relating to
a Note for which the interest rate is determined with reference to the Treasury
Rate (a "Treasury Rate Interest Determination Date"), as the rate from the
auction held on such Treasury Rate Interest Determination Date (the "Auction")
of direct obligations of the United States ("Treasury Bills") having the Index
Maturity specified in the applicable Floating Interest Rate Notice, as such rate
is published in H.15(519) under the heading "Treasury bills-auction average
(investment)" or, if not published by 3:00 p.m., New York City time, on the
related Calculation Date, the auction average rate of such Treasury Bills
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of Treasury. In the event that the results of the Auction of
Treasury Bills having the Index Maturity specified in the applicable Floating
Interest Rate Notice are not reported as provided above by 3:00 p.m., New York
City time, on such Calculation Date, or if no such Auction is held, then the
Treasury Rate shall be calculated by the Calculation Agent, and shall be a yield
to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on such Treasury Rate Interest Determination Date, of three leading primary
United States government securities dealers (which may include the Remarketing
Agent or its affiliates) selected by the Calculation Agent, after consultation
with the Company, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified in the applicable Floating Interest Rate
Notice; provided, however, that if the dealers so selected by the 


                                     17
<PAGE>   18


Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate determined as of such Treasury Rate Interest Determination Date
will be the Treasury Rate in effect on such Treasury Rate Interest Determination
Date.

                  Interest Rate Modes.

                  Commercial Paper Term Mode. The Interest Rate Period for any
Note in the Commercial Paper Term Mode shall be a period of not less than one
nor more than 364 consecutive calendar days, as determined by the Company (as
described below in Section 205) or, if not so determined, by the Remarketing
Agent for (a "Commercial Paper Term Period") such Note (in its best judgment in
order to obtain the lowest interest cost for such Note). Each Commercial Paper
Term Period will commence on the Interest Rate Adjustment Date therefor and end
on the day preceding the date specified by such Remarketing Agent as the first
day of the next Interest Rate Period for such Note. A "Weekly Rate Period" is a
Commercial Paper Term Period and will be a period of seven days commencing on
any Interest Rate Adjustment Date and ending on the day preceding the first day
of the next Interest Rate Period for such Note. The interest rate for any
Commercial Paper Term Period relating to a Note will be determined not later
than 11:50 a.m., New York City time, on the Interest Rate Adjustment Date for
such Note (subject to Section 207), which is the first day of each Interest Rate
Period for such Note.

                  Long Term Rate Mode. The Interest Rate Period for any Note in
the Long Term Rate Mode will be established by the Company (as described in
Section 205 below) as a period of more than 364 days and not exceeding the
remaining term to the Stated Maturity of such Note; provided, however, that such
Interest Rate Period must end on the day prior to an Interest Payment Date for
such Note; and provided further that, if so provided in a Note in the Long Term
Rate Mode and specified at the time of remarketing into a Long Term Rate Period,
the Company may shorten the Interest Rate Period and provide for payment of a
premium, if any, in respect thereof for any such Note upon written notice to the
Remarketing Agent and the Trustee not less than thirty (30) days prior to the
date upon which such shortened Interest Rate Period shall expire. Promptly upon
receipt of such notice and, in any case, not later than the close of business on
such date, the Trustee will transmit such information to DTC in accordance with
DTC's procedures as in effect from time to time. In such case, the next Interest
Rate Adjustment Date otherwise set forth in such Note shall instead be the
Business Day immediately following the expiration of such Interest Rate Period.
The interest rate, or Spread (if any) and Spread Multiplier (if any) for any
Note in the Long Term Rate Mode will be determined not later than 11:50 a.m.,
New York City time, on the Interest Rate Adjustment Date for such Notes (subject
to Section 207), which is the first day of the Interest Rate Period for such
Note.

         If any Note is subject to early remarketing as provided above, the
Interest Rate Period may be shortened by the Company to end on any date on or
after the Initial Early Remarketing Date, if any, specified in the Note, upon
prior written notice as provided above. On or after the Initial Early
Remarketing Date, if any, on the Interest Rate Adjustment Date relating to such
shortened Interest Rate Period for such Note, the Company will pay a premium to
the tendering Beneficial Owner of the Note, together with accrued interest, if
any, thereon at the applicable rate payable to such Interest Rate Adjustment
Date. Unless otherwise specified in the Note, the 

                                     18

<PAGE>   19

premium shall be an amount equal to the Initial Early Remarketing
Premium specified therein (as adjusted by the Annual Early Remarketing Premium
Percentage Reduction specified therein, if applicable), multiplied by the
principal amount of the Note subject to early remarketing. The Initial Early
Remarketing Premium, if any, shall decline at each anniversary of the Initial
Early Remarketing Date by an amount equal to the applicable Annual Early
Remarketing Premium Percentage Reduction, if any, specified in the Note until
the premium is equal to 0.

         SPURS Mode. So long as any Notes are in the SPURS Mode, the provisions
set forth in Article Two applicable to the remarketing of Notes generally shall
apply to such Notes only to the extent expressly provided in Article Three.

         The Interest Rate Period for any Note in the SPURS Mode will be
established by the Company (as described in Section 205 below) as a period of
more than 364 days and not exceeding the remaining term to the Stated Maturity
of such Note; provided, however, that such Interest Rate Period must end on the
day prior to an Interest Payment Date for such Note. The SPURS Rate Period shall
consist of the period from and including the Interest Rate Adjustment Date
commencing such Interest Rate Period to and excluding the SPURS Remarketing Date
and the period from and including the SPURS Remarketing Date to, but excluding,
the next succeeding Interest Rate Adjustment Date, as described in Article Three
and subject to the conditions therein and otherwise herein described. The
interest rate and, in the case of a floating interest rate, the Spread, if any,
and the Spread Multiplier, if any, to the SPURS Remarketing Date for any Note in
the SPURS Mode will be determined not later than 11:50 a.m., New York City time,
on the Interest Rate Adjustment Date for such Note, which for the SPURS Mode is
the first day of the Interest Rate Period for such Note.

                  Section 205. Conversion. The Company may change the Interest
Rate Mode at its option in the manner described below.

                  (a) Conversion Between Commercial Paper Term Periods. Each
Note in Commercial Paper Term Period may be remarketed into the same Interest
Rate Period or converted at the option of the Company to a different Commercial
Paper Term Period on any Interest Rate Adjustment Date for such Note upon
receipt by the applicable Remarketing Agent and the Trustee of a Conversion
Notice prior to 9:30 a.m., New York City time, or the remarketing of such Note,
whichever later occurs, on such Interest Rate Adjustment Date.

                  (b) Conversion from the Commercial Paper Term Mode to the Long
Term Rate Mode or the SPURS Mode. Each Note in the Commercial Paper Term may be
converted at the option of the Company to the Long Term Rate Mode or the SPURS
Mode on any Interest Rate Adjustment Date upon receipt not less than ten days
prior to such Interest Rate Adjustment Date by the applicable Remarketing Agent
and the Trustee of a Conversion Notice from the Company. 

                  (c) Conversion Between Long Term Rate Periods or from the Long
Term Rate Mode or the SPURS Mode to the Commercial Paper Term Mode or the SPURS
Mode. Each Note in a Long Term Rate Period may be remarketed into the same
Interest Rate Period or converted at the option of the Company to a different
Long Term Rate Period or from the Long 

                                     19
<PAGE>   20

Term Rate Mode to the Commercial Paper Term Mode or the SPURS Mode, or from the 
SPURS Mode to a different SPURS Mode or to the Long Term Rate Mode or the 
Commercial Paper Term Mode, on any Interest Rate Adjustment Date for such Note 
upon receipt by the Trustee and the Remarketing Agent of a Conversion Notice 
from the Company not less than ten days prior to such Interest Rate Adjustment 
Date.

                  (d) Conversion Notice. Each Conversion Notice must state each
Note to which it relates and the new Interest Rate Mode (if applicable), the new
Interest Rate Period, the Conversion Date and, with respect to any Long Term
Rate Period, any optional redemption or repayment terms for each such Note. If
the Company revokes a Conversion Notice or the Trustee and the Remarketing Agent
fail to receive a Conversion Notice from the Company by the specified date in
advance of the Interest Rate Adjustment Date for a Note, the Note shall be
converted automatically to a Weekly Rate Period.

                  (e) Revocation or Change of Conversion Notice or Floating
Interest Rate Notice. The Company may, upon written notice received by the
Trustee, the applicable Remarketing Agent, revoke any Conversion Notice or
Floating Interest Rate Notice or change the Interest Rate Mode to which such
Conversion Notice relates or change any Floating Interest Rate Notice up to 9:30
a.m., New York City time, on the Conversion Date, subject to the provisions of
subsection (f) below.

                  (f) Limitation on Conversion, Change of Conversion Notice or
Floating Interest Rate Notice and Revocation. Notwithstanding the foregoing
subsections (a), (b), (c), (d) and (e) the Company may not, without the consent
of the applicable Remarketing Agent, convert any Note or revoke or change any
Conversion Notice or Floating Interest Rate Notice at or after the time at which
such Remarketing Agent has determined the interest rate, or Spread (if any) and
Spread Multiplier (if any), for any Note being remarketed (i.e., the time at
which such Note has been successfully remarketed, subject to settlement on the
related Interest Rate Adjustment Date). The Remarketing Agent will advise the
Company of indicative rates from time to time, or at any time upon the request
of the Company, prior to making such determination of the interest rate, Spread
or Spread Multiplier, as the case may be.

                  Section 206. Mandatory Tender of Notes. Each Note will be
automatically tendered for purchase, or deemed tendered for purchase, on each
Interest Rate Adjustment Date relating thereto. Notes will be purchased on the
Interest Rate Adjustment Date relating thereto as described in Section 207.
hereof.

                  Section 207. Remarketing. The interest rate on each Note will
be established from time to time by each Remarketing Agent responsible for the
remarketing thereof in accordance with the following procedures: 

                  (a) Interest Rate Adjustment Date; Determination of Interest
Rate. By 11:00 a.m., New York City time, on the Interest Rate Adjustment Date
for any Note, the applicable Remarketing Agent will determine the interest rate
for such Note being remarketed to the nearest one hundred-thousandth (0.00001)
of one percent per annum for the next Interest Rate Period in


                                     20

<PAGE>   21

the case of a fixed interest rate, and the Spread (if any) and Spread Multiplier
(if any) in the case of a floating interest rate; provided, that between 11:00
a.m., New York City time, and 11:50 a.m., New York City time, the Remarketing
Agent and the Standby Remarketing Agent(s), if any, shall use their reasonable
efforts to determine the interest rate for any Notes not successfully remarketed
as of the applicable deadline specified in this paragraph. In determining the
applicable interest rate for such Note and other terms, such Remarketing Agent
will, after taking into account market conditions as reflected in the prevailing
yields on fixed and variable rate taxable debt securities, (i) consider the
principal amount of all Notes tendered or to be tendered on such date and the
principal amount of such Notes prospective purchasers are or may be willing to
purchase and (ii) contact, by telephone or otherwise, prospective purchasers and
ascertain the interest rates therefor at which they would be willing to hold or
purchase such Notes.

                  (b) Notification of Results; Settlement. By 12:30 p.m., New
York City time, on the Interest Rate Adjustment Date for any Notes, the
applicable Remarketing Agent will notify the Company and the Trustee in writing
(which may include facsimile or other electronic transmission), of (i) the
interest rate or, in the case of a floating interest rate, the initial interest
rate, the Spread and Spread Multiplier and the Initial Interest Reset Date,
applicable to such Notes for the next Interest Rate Period, (ii) the Interest
Rate Adjustment Date, (iii) the Interest Payment Dates, for any Notes in the
Commercial Paper Term Mode (if other than the Interest Rate Adjustment Date),
the Long Term Rate Mode or the SPURS Mode, (iv) the optional redemption terms,
if any, and early remarketing terms, if any, in the case of a remarketing into a
Long Term Rate Period, (v) the aggregate principal amount of tendered Notes and
(vi) the aggregate principal amount of such tendered Notes which such
Remarketing Agent was able to remarket, at a price equal to 100% of the
principal amount thereof plus accrued interest, if any. Immediately after
receiving such notice, and in any case, not later than 1:30 p.m. New York City
time, the Trustee will transmit such information and any other settlement
information required by DTC to DTC in accordance with DTC's procedures as in
effect from time to time. 

                  By telephone at approximately 1:00 p.m., New York City time,
on such Interest Rate Adjustment Date, the applicable Remarketing Agent will
advise each purchaser of such Notes (or the DTC participant of each such
purchaser who it is expected in turn will advise such purchaser) of the
principal amount of such Notes that such purchaser is to purchase.

                  Each purchaser of Notes in a remarketing will be required to
give instructions to its DTC participant to pay the purchase price therefor in
same day funds to the applicable Remarketing Agent against delivery of the
principal amount of such Notes by book-entry through DTC by 3:00 p.m., New York
City time, on the Interest Rate Adjustment Date.

                  All tendered Notes will be automatically delivered to the
account of the Trustee (or such other account meeting the requirements of DTC's
procedures as in effect from time to time), by book-entry through DTC against
payment of the purchase price or redemption price therefor, on the Interest Rate
Adjustment Date relating thereto.


                                     21
<PAGE>   22

                  The applicable Remarketing Agent will make, or cause the
Trustee to make, payment to the DTC participant of each tendering Beneficial
Owner of Notes subject to a remarketing, by book-entry through DTC by the close
of business on the Interest Rate Adjustment Date against delivery through DTC of
such Beneficial Owner's tendered Notes, of the purchase price for tendered Notes
that have been sold in the remarketing. If any such Notes were purchased
pursuant to a Special Mandatory Purchase, subject to receipt of funds from the
Company or the Liquidity Provider, if any, as the case may be, the Trustee will
make such payment of the purchase price of such Notes plus accrued interest, if
any, to such date.

                  The transactions described above for a remarketing of any
Notes will be executed on the Interest Rate Adjustment Date for such Notes
through DTC in accordance with the procedures of DTC, and the accounts of the
respective DTC participants will be debited and credited and such Notes
delivered by book-entry as necessary to effect the purchases and sales thereof,
in each case as determined in the related remarketing.

                  Except as otherwise set forth in Section 208 hereof, any Notes
tendered in a remarketing will be purchased solely out of the proceeds received
from purchasers of such Notes in such remarketing, and none of the Trustee, the
applicable Remarketing Agent, any Standby Remarketing Agent or the Company will
be obligated to provide funds to make payment upon any Beneficial Owner's tender
in a remarketing.

                  Although tendered Notes will be subject to purchase by a
Remarketing Agent in a remarketing, such Remarketing Agent and any Standby
Remarketing Agent will not be obligated to purchase any such Notes.

                  The settlement and remarketing procedures described above,
including provisions for payment by purchasers of tendered Notes or for payment
to selling Beneficial Owners of tendered Notes, may be modified to the extent
required by DTC. In addition, each Remarketing Agent may, without the consent of
the Holders of the Notes, modify the settlement and remarketing procedures set
forth above in order to facilitate the settlement and remarketing process.

                  As long as DTC's nominee holds the certificates representing
the Notes in the book-entry system of DTC, no certificates for such Notes will
be delivered by any selling Beneficial Owner to reflect any transfer of Notes
effected in any remarketing.

                  The Trustee shall confirm to DTC the interest rate for the
following Interest Rate Period in accordance with DTC's procedures as in effect
from time to time.

                  The interest rate announced by the applicable Remarketing
Agent, absent manifest error, shall be binding and conclusive upon the
Beneficial Owners, the Company and the Trustee.

                  (c) Failed Remarketing. Notes not successfully remarketed will
be subject to Special Mandatory Purchase by the Company (a "Special Mandatory
Purchase"). The obligation of the Company to effect a Special Mandatory Purchase
of the Notes (the "Special Mandatory 


                                     22
<PAGE>   23

Purchase Right") can be satisfied either directly by the Company or through a
Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest
Rate Adjustment Date, the applicable Remarketing Agent will notify the Liquidity
Provider, if any, the Trustee and the Company by telephone or facsimile,
confirmed in writing, of the principal amount of Notes that such Remarketing
Agent and the applicable Standby Remarketing Agent, if any, were unable to
remarket on such date. In the event that the Company has entered into a Standby
Note Purchase Agreement which is in effect on such date, such notice will
constitute a demand for the benefit of the Company to the Liquidity Provider to
purchase such unremarketed Notes at a price equal to the outstanding principal
amount thereof pursuant to the terms of such Standby Note Purchase Agreement. If
a Standby Note Purchase Agreement is not in effect on such date, or if the
Liquidity Provider fails to advance funds under the Standby Note Purchase
Agreement, the Company hereby agrees to purchase such unremarketed Notes. In
each case the Company will pay all accrued and unpaid interest, if any, on
unremarketed Notes to such Interest Rate Adjustment Date. Payment of the
principal amount of unremarketed Notes by the Company or the Liquidity Provider,
as the case may be, and payment of accrued and unpaid interest, if any, by the
Company, shall be made by deposit of same-day funds with the Trustee (or such
other account meeting the requirements of DTC's procedures as in effect from
time to time) irrevocably in trust for the benefit of the Beneficial Owners of
Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on
such Interest Rate Adjustment Date.

                  Section 208. Purchase and Redemption of Notes.

                  (a) Special Mandatory Purchase. If by 12:00 o'clock noon, New
York City time, on any Interest Rate Adjustment Date for any Notes, the
applicable Remarketing Agent and the applicable Standby Remarketing Agent(s)
have not remarketed all such Notes, the Notes that are unremarketed are subject
to Special Mandatory Purchase. Either the Company or, subject to the terms and
conditions of a Standby Note Purchase Agreement, if any, which may be in effect
on such date, the Liquidity Provider (if any), will deposit same-day funds in
the account of the Trustee (or such other account meeting the requirements of
DTC's procedures as in effect from time to time) irrevocably in trust for the
benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase
by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such
funds shall be in an amount sufficient to pay the aggregate purchase price of
such unremarketed Notes, equal to 100% of the principal amount thereof. In the
event a Standby Note Purchase Agreement is in effect but the Liquidity Provider
shall fail to advance funds for whatever reason thereunder, the Company hereby
agrees to purchase such unremarketed Notes on such Interest Rate Adjustment
Date. The Company hereby agrees to pay the accrued interest, if any, on such
Notes by depositing sufficient same-day funds therefor in the account of the
Trustee (or such other account meeting the requirements of DTC's procedures as
in effect from time to time) by 3:00 p.m., New York City time, on such Interest
Rate Adjustment Date.

         Failure by the Company to purchase Notes pursuant to a Special
Mandatory Purchase in the manner provided in the Notes will constitute an Event
of Default under the Original Indenture in which event the date of such failure
shall constitute a date of Maturity for such Notes and the principal amount
thereof may be declared due and payable in the manner and with 


                                     23
<PAGE>   24

the effect provided for in the Original Indenture. Following such
failure to pay pursuant to a Special Mandatory Purchase, such Notes will bear
interest at the Special Interest Rate as provided for in Section 204 hereof.

                  If the Company enters into a Standby Note Purchase Agreement
with a Liquidity Provider, Notes purchased by the Liquidity Provider ("Purchased
Notes") shall bear interest at the rates and be payable on the dates as may be
agreed upon by the Company and the Liquidity Provider. Upon purchase of any Note
by the Liquidity Provider, all interest accruing thereon from the last date for
which interest was paid shall accrue for the benefit of and be payable to the
Liquidity Provider. Unless an event of default under the Standby Note Purchase
Agreement occurs, the applicable Remarketing Agent shall continue its
remarketing efforts with respect to Purchased Notes until the earlier to occur
of a successful remarketing of such Purchased Notes or the expiration of the
Standby Note Purchase Agreement. In the event the Liquidity Provider holds
Purchased Notes on the date the Standby Note Purchase Agreement expires, the
Company will be required to purchase such Notes on such date at a purchase price
equal to the principal amount thereof plus accrued interest thereon to the
purchase date. Such Notes will remain outstanding and enjoy the benefits of the
Original Indenture and this First Supplemental Indenture until such time as the
Company delivers the Notes to the Trustee for cancellation.

                  (b) Optional Redemption on any Interest Rate Adjustment Date.
Each Note is subject to redemption at the option of the Company in whole or in
part on any Interest Rate Adjustment Date, without notice to the Holders
thereof, at a redemption price equal to the aggregate principal amount of such
Notes to be redeemed plus accrued interest thereon to the redemption date.

                  (c) Redemption While Notes are in the Long Term Rate Mode. Any
Notes in the Long Term Rate Mode are subject to redemption at the option of the
Company at the times and upon the terms specified at the time of conversion to
or within such Long Term Rate Mode. 

                  (d) Notice of Redemption. In the case of any Note being
redeemed on an Interest Rate Adjustment Date therefor, the Company shall give
the applicable Remarketing Agent and the Trustee written notice of such
redemption prior to the time the interest rate applicable to the next Interest
Rate Period for such Note is established by such Remarketing Agent. In any other
case, the Company shall give the Remarketing Agents and the Trustee written
notice of redemption of any Note at least two Business Days prior to the date
notice is required to be given to Holders. In addition, the Company shall give
each Remarketing Agent with respect to any Note being repaid at the option of
the Holder thereof and the Trustee notice as soon as practicable, and in any
event not later than twelve Business Days prior to the next succeeding Interest
Rate Adjustment Date therefor of each such Note which will be repaid by the
Company at the option of the Holder thereof on or prior to such Interest Rate
Adjustment Date. Each Remarketing Agent's obligation to remarket any Note shall
terminate immediately upon receipt by it from the Company of any notice of
redemption or repayment thereof.

                  (e) Allocation. Except in the case of a Special Mandatory
Purchase, if the Notes are to be redeemed in part, DTC, after receiving notice
of redemption specifying the 

                                     24
<PAGE>   25


aggregate principal amount of Notes to be so redeemed, will determine
by lot (or otherwise in accordance with the procedures of DTC) the principal
amount of such Notes to be redeemed from the account of each DTC participant.
After making its determination as described above, DTC will give notice of such
determination to each DTC participant from whose account such Notes are to be
redeemed. Each such DTC participant, upon receipt fo such notice, will in turn
determine the principal amount of Notes to be redeemed from the accounts of the
Beneficial Owners of such Notes for which it serves as DTC participant, and
give notice of such determination to the Remarketing Agent.

                  Section 209. Form and Other Terms of the Notes.

                  (a) Attached hereto as Exhibit A is the form of Note, which
form is hereby established as the form in which Notes may be issued bearing
interest at the Initial Interest Rate or in the Commercial Paper Term Mode, the
Long Term Rate Mode or the SPURS Mode. Annex A to Exhibit A is deemed to be a
part of such Note and such Annex may be changed upon the mutual agreement of the
Company and the Trustee to reflect changes occasioned by remarketings. The Notes
will initially bear legends indicating that they have not been registered under
the Securities Act of 1933, as amended, and restricting transfers thereof.

                  (b) Attached hereto as Exhibit B is a form of Liquidity
Provider Note, which form is hereby established as a form in which Notes held by
the Liquidity Provider may be issued. The form of Liquidity Provider Note may be
amended to reflect changes occasioned by remarketings upon the mutual agreement
of the Company and the Trustee, but only with the consent of the applicable
Administrative Agent. 

                  (c) Subject to (a) and (b) above, any Note may be issued in
such other form as may be provided by, or not inconsistent with, the terms of
the Original Indenture and this First Supplemental Indenture.

                                 ARTICLE THREE

                                 THE SPURS MODE


                  Section 301. Applicability of Article. The provisions of this
Article Three shall apply to any Note in the SPURS Mode. To the extent that any
provision of this Article Three conflicts with any provision of Article Two, the
provisions set forth in this Article Three shall govern.

                  Section 302. Interest To Remarketing Date. Each Note in the
SPURS Mode shall bear interest at the annual interest rate established by the
SPURS Agent from, and including the Interest Rate Adjustment Date commencing the
Interest Rate Period for the SPURS Mode to, but excluding, the date (the "SPURS
Remarketing Date") designated at such time by the SPURS Agent after consultation
with the Company and set forth in Annex A to the applicable Note. Such interest
rate will be the minimum rate of interest and, in the case of a floating
interest rate, Spread (if any) and Spread Multiplier (if any) necessary in the
judgment of such SPURS Agent 

                                     25
<PAGE>   26

to produce a par bid in the secondary market for such Note on the date
the interest rate is established. The designated SPURS Remarketing Date shall
be an Interest Payment Date within such Interest Rate Period. 

                  Section 303. Tender; Remarketing. The SPURS Agent's
obligations set forth herein shall be performed pursuant to the SPURS
Remarketing Agreement. 

                  (a) Mandatory Tender. Provided that the SPURS Agent gives
notice to the Company and the Trustee on a Business Day not later than ten (10)
days prior to the SPURS Remarketing Date of its intention to purchase the Notes
for remarketing (the "Notification Date"), each Note shall be automatically
tendered, or deemed tendered, to the SPURS Agent for remarketing on the SPURS
Remarketing Date, except in the circumstances set forth in Section 304. The
purchase price for the tendered Notes to be paid by the SPURS Agent shall equal
100% of the principal amount thereof. When the Notes are tendered for
remarketing, the SPURS Agent may remarket the Notes for its own account at
varying prices to be determined by the SPURS Agent at the time of each sale.
From, and including, the SPURS Remarketing Date to, but excluding, the next
succeeding Interest Rate Adjustment Date, the Notes shall bear interest at the
SPURS Interest Rate. If the SPURS Agent elects to remarket the Notes, the
obligation of the SPURS Agent to purchase the Notes on the SPURS Remarketing
Date is subject to, among other things, the conditions specified in the
applicable SPURS Remarketing Agreement. If the SPURS Agent for any reason does
not purchase all tendered Notes on the SPURS Remarketing Date or if the SPURS
Agent gives notice of its intention to remarket the Notes but for any reason
does not purchase all tendered Notes on the SPURS Remarketing Date, then as of
such date the Notes will cease to be in the SPURS Mode, the SPURS Remarketing
Date will constitute an Interest Rate Adjustment Date, and the Notes may be
subject to remarketing on such date by a Remarketing Agent appointed by the
Company in the Commercial Paper Mode or the Long Term Rate Mode or a new SPURS
Mode established by the Company in accordance with the procedures set forth in
Section 205 hereof, provided that, in such case, the notice period required for
conversion shall be the lesser of ten (10) days and the period commencing the
date that the SPURS Agent notifies the Company that it will not purchase the
Notes for remarketing on the SPURS Remarketing Date or fails to so purchase, as
the case may be.

                  (b) Remarketing. The SPURS Interest Rate shall be established
by the SPURS Agent in accordance with the following procedures: 

                  (i) The SPURS Interest Rate. Subject to the SPURS Agent's
election to remarket the Notes as provided in subsection (a) above, the SPURS
Interest Rate shall be determined by the SPURS Agent by 3:30 p.m., New York City
time, on the third Business Day preceding the SPURS Remarketing Date (the
"Determination Date") to the nearest one hundred-thousandth (0.00001) of one
percent per annum, and shall be equal to the Base Rate established by the SPURS
Agent, after consultation with the Company, at or prior to the commencement of
the SPURS Mode (the "Base Rate"), plus the Applicable Spread (as defined below),
which will be based on the Dollar Price (as defined below) of the Notes.


                                     26
<PAGE>   27


                  The "Applicable Spread" will be the lowest bid indication,
expressed as a spread (in the form of a percentage or in basis points) above the
Base Rate, obtained by the SPURS Agent on the Determination Date from the bids
quoted by up to five Reference Corporate Dealers (as defined below) for the full
aggregate principal amount of the Notes at the Dollar Price, but assuming (i) an
issue date equal to the SPURS Remarketing Date, with settlement on such date
without accrued interest, (ii) a maturity date equal to the next succeeding
Interest Adjustment Date of the Notes and (iii) a stated annual interest rate,
payable semiannually on each Interest Payment Date, equal to the Base Rate plus
the spread bid by the applicable Reference Corporate Dealer. If fewer than five
Reference Corporate Dealers bid as set forth in this subsection (b)(i) of
Section 303, then the Applicable Spread shall be the lowest of such bid
indications obtained as set forth in this subsection (b)(i) of Section 303. The
SPURS Interest Rate announced by the SPURS Agent, absent manifest error, shall
be binding and conclusive upon the Beneficial Owners and Holders of the Notes,
the Company and the Trustee.

                  "Dollar Price" shall mean, with respect to the Notes, the
present value determined by the SPURS Agent, as of the SPURS Remarketing Date,
of the Remaining Scheduled Payments (as defined below) discounted to the SPURS
Remarketing Date, on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months), at the Treasury Rate (as defined below).

                  "Reference Corporate Dealers" means such Reference Corporate
Dealers as shall be appointed by the SPURS Agent after consultation with the
Company.

                  "Treasury Rate" shall mean, with respect to the SPURS
Remarketing Date, the rate per annum equal to the semi-annual equivalent yield
to maturity or interpolated (on a day count basis) yield to maturity of the
Comparable Treasury Issues (as defined below), assuming a price for the
Comparable Treasury Issues (expressed as a percentage of its principal amount),
equal to the Comparable Treasury Price (as defined below) for such SPURS
Remarketing Date.

                  "Comparable Treasury Issues" shall mean the United States
Treasury security or securities selected by the SPURS Agent as having an actual
or interpolated maturity or maturities comparable or applicable to the remaining
term to the next succeeding Interest Adjustment Date of the Notes being
purchased.

                  "Comparable Treasury Price" means, with respect to the SPURS
Remarketing Date, (a) the offer prices for the Comparable Treasury Issues
(expressed in each case as a percentage of its principal amount) on the
Determination Date, as set forth on "Telerate Page 500" (or such other page as
may replace Telerate Page 500) or (b) if such page (or any successor page) is
not displayed or does not contain such offer prices on such Determination Date,
(i) the average of the Reference Treasury Dealer Quotations (as defined below)
for such SPURS Remarketing Date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or (ii) if the SPURS Agent obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such
Reference Treasury Dealer Quotations. "Telerate Page 500" means the display
designated as "Telerate Page 500" on Dow Jones Markets Limited (or such 


                                     27
<PAGE>   28


other page as may replace Telerate Page 500 on such service) or such other 
service displaying the offer prices specified in (a) above as may replace Dow 
Jones Markets Limited.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and the SPURS Remarketing Date, the offer prices
for the Comparable Treasury Issues (expressed in each case as a percentage of
its principal amount) quoted in writing to the SPURS Agent by such Reference
Treasury Dealer by 3:30 p.m. New York City time, on the Determination Date.

                  "Reference Treasury Dealer" means such Reference Treasury
Dealers as shall be appointed by the SPURS Agent after consultation with the
Company.

                  "Remaining Scheduled Payments" shall mean, with respect to the
Notes, the remaining scheduled payments of the principal thereof and interest
thereon, calculated at the Base Rate only, that would be due after the SPURS
Remarketing Date to and including the next succeeding Interest Adjustment Date
as determined by the SPURS Agent.

                  (ii) Notification of Results; Settlement. Provided the SPURS
Agent has previously notified the Company and the Trustee on the Notification
Date of its intention to purchase all tendered Notes on the SPURS Remarketing
Date, the SPURS Agent shall notify the Company, the Trustee and DTC by
telephone, confirmed in writing, by 4:00 p.m., New York City time, on the
Determination Date, of the SPURS Interest Rate.

                  All of the tendered Notes shall be automatically delivered to
the account of the Trustee, by book-entry through DTC pending payment of the
purchase price therefor, on the SPURS Remarketing Date.

                  In the event that the SPURS Agent purchases the tendered Notes
on the SPURS Remarketing Date, the SPURS Agent shall make or cause the Trustee
to make payment to the DTC Participant of each tendering Beneficial Owner of
Notes, by book-entry through DTC by the close of business on the SPURS
Remarketing Date against delivery through DTC of such Beneficial Owner's
tendered Notes, of 100% of the principal amount of the tendered Notes that have
been purchased for remarketing by the SPURS Agent. If the SPURS Agent does not
purchase all of the Notes on the SPURS Remarketing Date, the Company may attempt
to convert the Notes to a new Interest Rate Mode; the interest will be
determined as provided above in Section 204 and settlement will be effected as
described above in Section 207(b) or Section 207(c), as the case may be. In any
case, the Company shall make or cause the Trustee to make payment of interest to
each Beneficial Owner of Notes due on the SPURS Remarketing Date by book-entry
through DTC by the close of business on the SPURS Remarketing Date.

                  The transactions set forth in this Section 303 shall be
executed on the SPURS Remarketing Date through DTC in accordance with the
procedures of DTC, and the accounts of the respective DTC participants will be
debited and credited and the Notes delivered by book-entry as necessary to
effect the purchases and sales thereof.


                                     28
<PAGE>   29


                  Transactions involving the sale and purchase of Notes
remarketed by the SPURS Agent on and after the SPURS Remarketing Date will
settle in immediately available funds through DTC's Same-Day Funds Settlement
System.

                  The tender and settlement procedures set forth above,
including provisions for payment by purchasers of Notes in the remarketing or
for payment to selling Beneficial Owners of tendered Notes, may be modified to
the extent required by DTC or to the extent required to facilitate the tender
and remarketing of Notes in certificated form, if the book-entry system is no
longer available for the Notes at the time of the remarketing. In addition, the
SPURS Agent may, without the consent of the Holders of the Notes, modify the
settlement procedures set forth above in order to facilitate the tender and
settlement process.

                  As long as DTC's nominee holds the certificates representing
any Notes in the book-entry system of DTC, no certificates for such Notes will
be delivered by any selling Beneficial Owner to reflect any transfer of such
Notes effected in the remarketing.

                  Section 304. Conversion or Redemption Following Election by
the SPURS Agent to Remarket.

                  (a) If the SPURS Agent elects to remarket the Notes on the
SPURS Remarketing Date, the Notes will be subject to mandatory tender to the
SPURS Agent for remarketing on such date, in each case subject to the conditions
set forth in Section 303 hereof and to the Company's right to either convert the
Notes to a new Interest Rate Mode on the SPURS Remarketing Date or to redeem the
Notes from the SPURS Agent, in each case as described in the next sentence. The
Company will notify the SPURS Agent and the Trustee, not later than the Business
Day immediately preceding the Determination Date, if the Company irrevocably
elects to exercise its right to either convert the Notes to a new Interest Rate
Mode, or to redeem the Notes, in whole but not in part, from the SPURS Agent at
the Optional Redemption Price, in each case on the SPURS Remarketing Date.

                  (b) In the event that the Company irrevocably elects to
convert the Notes to a new Interest Rate Mode, then as of the SPURS Remarketing
Date the Notes will cease to be in the SPURS Mode, the SPURS Remarketing Date
will constitute an Interest Rate Adjustment Date, and the Notes will be subject
to remarketing on such date by a Remarketing Agent appointed by the Company in
the Commercial Paper Term Mode or the Long Term Rate Mode or a new SPURS Mode
established by the Company in accordance with the set forth in Section 205
above; provided that in such case, the notice period required for conversion
shall be the period commencing the Business Day immediately preceding the
Determination Date. In such case, the Company shall pay to the SPURS Agent the
excess of the Dollar Price of the Notes over 100% of the principal amount of the
Notes in same-day funds by wire transfer to an account designated by the SPURS
Agent on the SPURS Remarketing Date. 

                  (c) In the event that the Company irrevocably elects to redeem
the Notes, the "Optional Redemption Price" shall be the greater of (i) 100% of
the principal amount of the Notes and (ii) the Dollar Price, plus in either case
accrued and unpaid interest from the SPURS 


                                     29
<PAGE>   30


Remarketing Date on the principal amount being redeemed to the date of
redemption. If the Company elects to redeem the Notes, it shall pay the
redemption price therefor in same-day funds by wire transfer to an account
designated by the SPURS Agent on the SPURS Remarketing Date. 

                  (d) If notice has been given as provided in the Original
Indenture and funds for the redemption of any Notes called for redemption shall
have been made available on the redemption date referred to in such notice, such
Notes shall cease to bear interest on the date fixed for such redemption
specified in such notice and the only right of the SPURS Agent from and after
the redemption date shall be to receive payment of the Optional Redemption Price
upon surrender of such Notes in accordance with such notice. 

                                  ARTICLE FOUR

                           ADDITIONAL EVENT OF DEFAULT


                  With respect to the Notes, the following will be an additional
Event of Default to follow subsection (11) under Section 501 of the Indenture:

                           (12) default in the performance of the Company's
                  obligation to purchase Notes held by the Liquidity Provider
                  under the terms of the Standby Note Purchase Agreement, if
                  any, and continuance of such default for a period of 60 days
                  after there has been given, by registered or certified mail,
                  to the Company by the Trustee or to the Company and the
                  Trustee by the Holders of at least 25% in principal amount of
                  the Outstanding Securities of that series a written notice
                  specifying such default and requiring it to be remedied and
                  stating that such notice is a "Notice of Default" hereunder.

                                  ARTICLE FIVE

                               ADDITIONAL COVENANT

                  With respect to the Notes, the following covenant shall
replace, and hereby supersedes, the provisions of Section 801 of the Original
Indenture in their entirety:


"SECTION 801.     Company May Consolidate, Etc., Only on Certain Terms

         The Company will not merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to any Person, or permit any of its Subsidiaries to
do so, except that any Subsidiary of the Company may merger or consolidate with
or into any other Subsidiary of the Company, and except that any Subsidiary of
the Company may merge into or dispose of assets to the Company, provided, in
each case, that no 


                                     30
<PAGE>   31

Event of Default shall have occurred and be continuing at the time of such 
proposed transaction or would result therefrom."

                                   ARTICLE SIX

                    AUTHENTICATION AND DELIVERY OF THE NOTES

                  Section 601. Authentication and Delivery. As provided in and
pursuant to Section 303. of the Original Indenture, each time that the Company
delivers Notes to the Trustee or Authenticating Agent for authentication, the
Company shall deliver a Supplemental Company Order in the form of Exhibit C to
this First Supplemental Indenture for the authentication and delivery of such
Notes and the Trustee or such Authenticating Agent shall authenticate and
deliver such Notes.



                                 ARTICLE SEVEN

                              THE SUPPORT AGREEMENT

                  Section 701. The Support Agreement. The Notes shall be
entitled to the benefit of that certain support agreement (the "Support
Agreement"), dated as of June 16, 1998, by and between the Company and DTE
Energy. The form of Support Agreement is attached as Exhibit D hereto. The
Company has assigned and pledged its rights under the Support Agreement to the
Lenders (as defined therein), pursuant to the terms and conditions of that
certain collateral assignment agreement (the "Collateral Assignment Agreement"),
dated as of June 16, 1998, by and between the Company and the Lenders. The form
of Collateral Assignment Agreement is attached as Exhibit E hereto. The
foregoing are subject to amendment or termination in accordance with the terms
of the Support Agreement or, as the case may be, the Collateral Assignment
Agreement.

                                 ARTICLE EIGHT

                              INSURANCE PROVISIONS

                  Section 801. Applicability of Article. During the Initial
Interest Rate Period, the Notes shall be entitled to the benefit of a Policy
issued by the Insurer. The form of Policy with respect to the Initial Interest
Rate Period is attached as Exhibit F hereto. The provisions of this Article
Eight shall be applicable to the Notes for the Initial Interest Rate Period and
any subsequent Interest Rate Period so long as a Policy is in effect with
respect to the Notes and the Insurer is not in default of its obligation to make
payments thereunder.

                  Section 802. Rights of Insurer Controlling. Anything herein or
under the Original Indenture to the contrary notwithstanding, if a Policy is in
effect with respect to the Notes and the Insurer is not in default of its
obligation to make payments thereunder, the Insurer shall be deemed to be the
Holder of all Notes then Outstanding for all purposes under the 


                                     31
<PAGE>   32


Indenture and shall have the exclusive right to exercise or direct the
exercise of remedies on behalf of the Holders of the Notes in accordance with
the terms of the Indenture following an Event of Default, and the principal of
all such Notes Outstanding may not be declared to be due and payable
immediately without the prior written consent of the Insurer. 

                  Section 803. Payments Under the Policy in Respect of the
Initial Interest Rate Period. (a) If, as of the opening of business on any
Interest Payment Date in the Initial Interest Rate Period, through and including
the Initial Interest Rate Adjustment Date, the Trustee has not received payments
from the Company pursuant to this First Supplemental Indenture (and after making
demand from DTE Energy pursuant to the Support Agreement) in such amounts so
that sufficient moneys are available under this First Supplemental Indenture to
pay all interest due on the Notes on such Interest Payment Date, the Trustee
shall promptly notify the Insurer or its designee by telephone, confirmed in
writing by registered or certified mail, of the amount of the deficiency. 

                  (b) If, as of 3:00 p.m. New York City time, on the Initial
Interest Rate Adjustment Date in the event of a Special Mandatory Purchase, the
Trustee has not received payments from the Company pursuant to this First
Supplemental Indenture (and after making demand from DTE Energy pursuant to the
Support Agreement) in such amounts so that sufficient moneys are available under
this First Supplemental Indenture to pay 100% of the aggregate principal amount
of the Notes subject to Special Mandatory Purchase on the Initial Interest Rate
Adjustment Date, the Trustee shall promptly notify the Insurer or its designee
by telephone, confirmed in writing by registered or certified mail, of the
amount of the deficiency.

                  (c) If the deficiency in clause (a) or (b) is made up in whole
or in part on the applicable payment or purchase date, the Trustee shall so
notify the Insurer or its designee. 

                  (d) In addition, if the Trustee has notice that any of the
Holders have been required to disgorge payments on Notes as described in clauses
(a) or (b) to the Company or to a trustee in bankruptcy for creditors or others
pursuant to a final judgment by a court of competent jurisdiction that such
payment constitutes a voidable preference to such Holders within the meaning of
any applicable bankruptcy laws, then the Trustee shall notify the Insurer or its
designee of such fact by telephone, confirmed in writing by registered or
certified mail. 

                  (e) The Trustee is hereby irrevocably designated, appointed,
directed and authorized to act as attorney-in-fact for Holders of the Notes as
follows: 

                  If and to the extent there is a deficiency in amounts required
to pay interest on the Notes, the Trustee shall (A) execute and deliver to State
Street Bank and Trust Company, N.A., or its successors under the Policy (the
"Insurance Paying Agent"), in form provided by the Insurance Paying Agent, an
instrument appointing the Insurer as agent for such Holders in any legal
proceeding related to the payment of such interest and an assignment to the
Insurer of the claims for interest to which such deficiency relates and which
are paid by the Insurer, (B) receive as designee of the respective Holders in
accordance with the tenor of the Policy payment from 


                                     32
<PAGE>   33

the Insurance Paying Agent with respect to the claims for interest so
assigned and (C) disburse the same at the written direction of the Insurance
Paying Agent to such respective Holders;

                  (f) Irrespective of whether any such assignment is executed
and delivered, the Company and the Trustee hereby agree for the benefit of the
Insurer that:

                      (i) they recognize that to the extent the Insurer makes
                  payments, directly or indirectly (as by paying through the
                  Trustee), on account of interest on the Notes, the Insurer
                  will be subrogated to the rights of such Holders to receive
                  the amount of such interest from the Company, with interest
                  thereon as provided and solely from the sources stated in this
                  First Supplemental Indenture and the Notes; and

                      (ii) they will accordingly pay to the Insurer the amount
                  of such interest (including interest recovered under
                  subparagraph (ii) of the first paragraph of the Policy, which
                  interest shall be deemed past due and not to have been paid),
                  with interest thereon as provided in this Indenture and the
                  Note, but only from the sources and in the manner provided
                  herein for the payment of interest on the Notes to Holders and
                  will otherwise treat the Insurer as the owner of such rights
                  to the amount of such interest.

                  (g) On the date of purchase, the Company shall execute and the
Trustee shall authenticate and make available for delivery to the Insurer or the
Insurer's designee all Notes purchased with the proceeds under the Policy which
Notes shall be registered and made available in the name of or as directed in
writing by the Insurer.

                  (h) Payments with respect to claims for interest on and
principal of Notes disbursed by the Trustee from proceeds of the Policy shall
not be considered to discharge the obligation of the Company with respect to
such Notes, and the Insurer shall become the owner of such unpaid Notes and
claims for interest in accordance with the tenor of the assignment made to it
under the provisions of this section. 

                  Section 804. Payments Under a Policy in Respect of Subsequent
Interest Rate Periods. Except as otherwise provided in an amendment or
supplement to this First Supplemental Indenture on or prior to commencement of a
subsequent Interest Rate Period, so long as a Policy is in effect with respect
to the Notes and the Insurer is not in default of its obligations to make
payments thereunder, the provisions of Section 803 shall apply to each such
Interest rate Period, except that provisions in this Article Eight applicable to
the "Initial Interest Rate Period" shall apply to such Interest Rate Period, and
provisions in this Article Eight applicable to the "Initial Interest Rate
Adjustment Date" shall apply to the Interest Rate Adjustment Date immediately
succeeding such Interest Rate Period.

                  Section 805. Amendments. Copies of any amendments made to the
documents executed in connection with the issuance of the Notes which are
consented to by the Insurer shall be sent at the expense of the Company to the
rating agencies then rating the Notes. 


                                     33
<PAGE>   34

                  Section 806. Notice of Defaults. Notwithstanding Section 601
of the Original Indenture, the Insurer is to receive from the Trustee prompt
notice of all defaults of which the Trustee has actual knowledge. 

                  Section 807. Company Acting as Paying Agent. Notwithstanding
anything to the contrary in the Indenture, so long as a Policy is in effect or
the Insurer is the Holder of Notes, the Company shall not act as its own Paying
Agent.

                  Section 808. Redemption of Insurer Notes. Notwithstanding
Section 1103 of the Original Indenture, all Notes of which the Insurer is the
Holder shall be redeemed prior to any other Notes.

                  Section 809. Change in Trustee. The Insurer shall receive
notice of the resignation or removal of the Trustee and the appointment of a
successor thereto.

                  Section 810. Effect of Amendments. In determining whether any
amendments or supplement to the Indenture may be made without the consent of the
Holders or in determining whether any action should be taken the effect of such
action on the rights of the Holders shall be considered as if the Policy were
not in effect.

                  Section 811. Copies of Financial Statements. The Insurer shall
receive a copy of all financial statements and reports to be delivered to the
Trustee pursuant to Section 704 of the Original Indenture at the time such
financial statements and reports are delivered to the Trustee. The address of
the initial Insurer is MBIA Insurance Corporation, 113 King Street, Armonk, New
York 10504, Attention: Insured Portfolio Management--PF.

                  Section 812. Defeasance. Notwithstanding Section 403 of the
Original Indenture, for so long as the Policy in effect and the Insurer is not
in default of its obligation to make payments thereunder, the Company shall not
exercise its rights to satisfy and discharge the entire indebtedness on the
Notes without the consent of the Insurer, which consent shall not be
unreasonably withheld.

                  Section 813. Notices to Holders. Any notice, certificate or
report that is required to be given to a Holder of the Notes or to the Trustee
pursuant to the Indenture shall also be provided by the Company to the Insurer.
All notices, certificates or reports required to be given to the Insurer shall
be in writing and shall be sent by registered or certified mail to such address
as shall be designated in writing by the Insurer from time to time.

                  Section 814. Third Party Beneficiary. Notwithstanding Section
112 of the Original Indenture, so long as the Policy in effect and the Insurer
is not in default of its obligation to make payments thereunder, the Insurer is
an express third-party beneficiary of the Indenture.

                                  ARTICLE NINE

                                   AMENDMENTS


                                     34
<PAGE>   35

                  Section 901. Notwithstanding anything herein or in the
Original Indenture to the contrary, this First Supplemental Indenture and the
Original Indenture (in the case of the Original Indenture, with respect to any
amendment of or affecting the Notes or the Insurer) may be amended at any time
in accordance with the provisions of Article Nine of the Original Indenture, but
subject to the consent of the Insurer (which consent shall not be unreasonably
withheld) so long as the Policy is in effect and the Insurer is not in default
of its obligation to make payments under the Policy.

                                  ARTICLE TEN

                            MISCELLANEOUS PROVISIONS

                  The Trustee makes no undertaking or representations in respect
of, and shall not be responsible in any manner whatsoever for and in respect of,
the validity or sufficiency of this First Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.

                  Except as expressly amended hereby, the Original Indenture
shall continue in full force and effect in accordance with the provisions
thereof and the Original Indenture is in all respects hereby ratified and
confirmed. This First Supplemental Indenture and all its provisions shall be
deemed a part of the Original Indenture in the manner and to the extent herein
and therein provided.

                  This First Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York.

                  This First Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

                                     35
<PAGE>   36




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

                                    DTE CAPITAL CORPORATION



                                    Name:
                                    Title:

ATTEST:


By:
   ______________



                                    THE BANK OF NEW YORK,
                                      as Trustee



                                    Name:
                                    Title:


ATTEST:


By:
   ______________




                                     36
<PAGE>   37


STATE OF MICHIGAN )
                  )       :
COUNTY OF WAYNE   )


On the __th day of June ____, 1998, before me personally came_____, to me known,
who, being by me duly sworn, did depose and say that he is Assistant Treasurer
of DTE CAPITAL CORPORATION, one of the corporations described in and which
executed the foregoing instrument and he signed his name thereto by like
authority.


                                                     Notary Public, State of
                                                      Michigan

[Notarial Seal]





STATE OF NEW YORK )
                  )       :
COUNTY OF         )


On the _____ day of June ____, 1998, before me personally came_____, to me 
known,  who, being by me duly sworn, did depose and say that she is
_____________ of THE BANK OF NEW YORK, one of the corporations described in and
which executed the foregoing instrument and she signed his name thereto by like
authority.


                                                     Notary Public, State of
                                                      New York

[Notarial Seal]


                                     37


<PAGE>   38


                                                                       EXHIBIT A


                                  FORM OF NOTE


                                   (Attached)


                                     38

<PAGE>   39


         THIS CERTIFICATE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") TO A NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION. THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM
DENOMINATIONS OF $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER THIS NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY "AFFILIATE" OF THE
COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) IN A TRANSACTION
OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT UPON
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION


                                     39
<PAGE>   40


SATISFACTORY TO THE COMPANY, SUBJECT IN EACH OF THE FOREGOING CASES, TO A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE
BEING COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY. THIS LEGEND WILL
BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.

         THE HOLDER OF THIS NOTE (A) IS NOT ITSELF, AND IS NOT ACQUIRING THIS
NOTE WITH "PLAN ASSETS" OF, AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I
OF EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (EACH, A "PLAN"), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
IN THE ENTITY (A "PLAN ASSET ENTITY") OR (B) (1) IS ITSELF, OR IS ACQUIRING THIS
NOTE WITH THE ASSETS OF, AN "INVESTMENT FUND" (WITHIN THE MEANING OF PART V(b)
OF PTCE 84-14) MANAGED BY A "QUALIFIED PROFESSIONAL ASSET MANAGER" (WITHIN THE
MEANING OF PART V(a) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14)
WHICH HAS MADE OR PROPERLY AUTHORIZED THE DECISION FOR SUCH FUND TO PURCHASE
THIS NOTE, UNDER CIRCUMSTANCES SUCH AS PTCE 84-14 IS APPLICABLE TO THE PURCHASE
AND HOLDING OF THIS NOTE, (2) IS ITSELF, OR IS ACQUIRING THIS NOTE WITH THE
ASSETS OF, A PLAN MANAGED BY AN "IN-HOUSE ASSET MANAGER" (WITHIN THE MEANING OF
PART IV(a) OF PTCE 96-23) WHICH HAS MADE OR PROPERLY AUTHORIZED THE DECISION FOR
SUCH PLAN TO PURCHASE THIS NOTE, UNDER CIRCUMSTANCES SUCH THAT PTCE 96-23 IS
APPLICABLE TO THE PURCHASE AND HOLDING OF THIS NOTE, (3) IS AN INSURANCE COMPANY
POOLED SEPARATE ACCOUNT PURCHASING THIS NOTE PURSUANT TO PART I OF PTCE 90-1, OR
A BANK COLLECTIVE INVESTMENT FUND PURCHASING THIS NOTE PURSUANT TO SECTION I OF
PTCE 91-38, AND IN EITHER CASE, NO PLAN OWNS MORE THAN 10% OF THE ASSETS OF SUCH
ACCOUNT OR COLLECTIVE FUND (WHEN AGGREGATED WITH OTHER PLANS OF THE SAME
EMPLOYER (OR ITS AFFILIATES) OR EMPLOYEE ORGANIZATION) OR (4) IS AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT TO PURCHASE THIS NOTE PURSUANT
TO PART I OF PTCE 95-60, IN WHICH CASE THE RESERVES AND LIABILITIES FOR THE
GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN, TOGETHER WITH ANY
OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR ITS AFFILIATES) OR EMPLOYEE
ORGANIZATION, DO NOT EXCEED 10% OF THE TOTAL RESERVES AND LIABILITIES OF THE
INSURANCE COMPANY GENERAL ACCOUNT (EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES),
PLUS SURPLUS AS SET FORTH IN THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONS
ANNUAL STATEMENT FILED WITH THE STATE OF DOMICILE OF THE INSURER.


                                     40
<PAGE>   41
No:

                             DTE CAPITAL CORPORATION
                       REMARKETED NOTE, SERIES A DUE 2038

         THIS NOTE SHALL NOT BE VALID FOR ANY PURPOSE UNLESS PRESENTED TOGETHER
WITH ANNEX A HERETO (INCLUDING ANY CONTINUATION THEREOF). REFERENCE IS MADE TO
ANNEX A FOR CERTAIN TERMS OF THIS NOTE.

         DTE CAPITAL CORPORATION, a corporation duly organized and existing
under the laws of the State of Michigan (the "Company"), for value received
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
specified in Annex A on June 15, 2038 (the "Stated Maturity"), upon the
presentation and surrender hereof at the principal corporate trust office of The
Bank of New York, or its successor in trust (the "Trustee") or such other office
as the Trustee has designated in writing, and to pay interest on the unpaid
principal balance hereof from, and including, the Original Issue Date specified
in Annex A to, but excluding, the Initial Interest Rate Adjustment Date
specified in Annex A (the "Initial Interest Rate Period") at the Initial
Interest Rate specified therein payable on the related Interest Payment Date or
Dates specified in Annex A, to the person in whose name this Note is registered
at the close of business on the related Record Date. From and after the Initial
Interest Rate Adjustment Date, this Note will bear interest in either the
Commercial Paper Term Mode, the Long Term Rate Mode or the SPURS Mode, in each
case as provided in this Note and set forth in Annex A, and interest will be
payable on the Interest Payment Dates to the person in whose name this Note is
registered at the close of business on the related Record Date as provided below
or as set forth in Annex A. In each case, payments shall be made in accordance
with the provisions hereof and Annex A, including any additional terms specified
in Annex A, until the principal hereof is paid or duly made available for
payment. References herein to "this Note", "hereof", "herein" and comparable
terms shall include Annex A.

         So long as this Note bears interest in the Commercial Paper Term Mode,
interest will be payable on the Interest Rate Adjustment Date which commences
the next succeeding Interest Rate Period for this Note and on such other dates
(if any) as will be established by the Company and set forth in Annex A upon
conversion of this Note to the Commercial Paper Term Mode or upon remarketing of
this Note in a new Interest Rate Period in the Commercial Paper Term Mode. So
long as this Note bears interest in the Long Term Rate Mode or the SPURS Mode,
interest will be payable no less frequently than semiannually on such dates as
will be established by the Company and set forth in Annex A upon conversion of
this Note to the Long Term Rate Mode or the SPURS Mode (or upon remarketing of
this Note in a new Interest Rate Period in the Long Term Rate Mode or the SPURS
Mode, as the case may be) in the case of a fixed interest rate, or as set forth
below under "Interest Rate" in the case of a floating interest rate and on the
Interest Rate Adjustment Date commencing the next succeeding Interest Rate
Period. Such interest will be payable to the Holder hereof as of the related
Record Date, which, so long as this 


                                     41
<PAGE>   42


Note bears interest (i) in the Initial Interest Rate Period, are the
dates specified in Annex A; (ii) in the Commercial Paper Term Mode, is the
Business Day prior to the related Interest Payment Date; and (iii) in the Long
Term Rate Mode or the SPURS Mode, is 15 days prior to the related Interest
Payment Date. Except as provided below under "Interest Rate-Floating Interest
Rates," if any Interest Payment Date would otherwise be a day that is not a
Business Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, and no interest will accrue on such payment for the
period from and after such Interest Payment Date to the date of such payment on
the next succeeding Business Day. Interest on this Note while bearing interest
in the Commercial Paper Term Mode or at a floating interest rate during a Long
Term Rate Period or a SPURS Rate Period will be computed on the basis of actual
days elapsed over 360; provided that, if an applicable Interest Rate Basis is
the CMT Rate or Treasury Rate (each as defined below), interest will be
computed on the basis of actual days elapsed over the actual number of days in
the year. Interest on this Note while bearing interest in the Long Term Rate
Mode or the SPURS Mode will be computed on the basis of a year of 360 days
consisting of twelve 30-day months. Interest on this Note while bearing
interest at the Initial Interest Rate will be computed on the basis a year of
360 days consisting of twelve 30-day months.

         Payment of the principal of and interest on this Note will be made at
the office or agency maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that payment of interest may be made at the option of
the Company by check mailed to the person in whose name this Note is registered
at the close of business on the related Record Date.

         This Note is one of a duly authorized series of Securities of the
Company (herein called the "Notes") issued and to be issued under an Indenture,
dated as of June 15, 1998, as supplemented by the First Supplemental Indenture,
dated as of June 15, 1998 (as further amended or supplemented, the "Indenture"),
between the Company and the Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the registered owners of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered.

         This Note is entitled to the benefit of that certain support agreement
(the "Support Agreement"), dated as of June 16, 1998, by and between the Company
and DTE Energy Company, the owner, directly or indirectly, of 100% of the
outstanding common stock of the Company and that certain assignment and pledge
of the Company's rights under the Support Agreement to the Lenders (as defined
in the Support Agreement), pursuant to the terms and conditions of the
collateral assignment agreement (the "Collateral Assignment Agreement"), dated
as of June 16, 1998, by and between the Company and the Lenders, subject in each
case to amendment or termination of the Support Agreement or, as the case may
be, the Collateral Assignment Agreement, in accordance with their respective
terms. In addition, if a Policy (as defined below) is in effect with respect to
any Interest Rate Period, this Note shall be entitled to the benefit of such
Policy for such Interest Rate Period to the extent and subject to the conditions

                                     42

<PAGE>   43

set forth in the First Supplemental Indenture, as then amended. . A copy of the
Policy is on file at the office of the Trustee.

                                   DEFINITIONS

         The following terms, as used herein, have the following meanings unless
the context or use clearly indicates another or different meaning or intent:

         "Applicable Spread" means the lowest bid indication, expressed as a
spread (in the form of a percentage or in basis points) above the Base Rate,
obtained by the SPURS Agent on the Determination Date from the bids quoted by up
to five Reference Corporate Dealers for the full aggregate principal amount of
this Note at the Dollar Price, but assuming (i) an issue date equal to the SPURS
Remarketing Date, with settlement on such date without accrued interest, (ii) a
maturity date equal to the next succeeding Interest Rate Adjustment Date and
(iii) a stated annual interest rate, payable semiannually on each Interest
Payment Date, equal to the Base Rate plus the spread bid by the applicable
Reference Corporate Dealer. If fewer than five Reference Corporate Dealers bid
as set forth herein, then the Applicable Spread shall be the lowest of such bid
indications obtained.

         "Base Rate" means the interest rate established by the SPURS Agent,
after consultation with the Company, as the applicable "Base Rate" at or prior
to the commencement of the SPURS Mode and set forth on Annex A hereto.

         "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions located in the State of
Michigan or in the state in which the principal corporate trust office of the
Trustee is located, are authorized or obligated by or pursuant to law or
executive order to close; provided, however, that with respect to Notes in the
Long Term Rate Mode or the SPURS Mode as to which LIBOR is an applicable
Interest Rate Basis, such day is also a London Business Day (as hereinafter
defined). "London Business Day" means (i) if the Index Currency (as hereinafter
defined) is other than European Currency Units ("ECU"), any day on which
dealings in such Index Currency are transacted in the London interbank market or
(ii) if the Index Currency is ECU, any day that does not appear as an ECU
non-settlement day on the display designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so designated by the ECU Banking Association) or,
if ECU non-settlement days do not appear on the page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market.

         "Commercial Paper Term Mode" means, with respect to this Note, the
Interest Rate Mode in which the interest rate on this Note is reset on a
periodic basis which shall not be less than one calendar day nor more than 364
consecutive calendar days and interest is paid as provided for such Interest
Rate Mode as set forth herein.

         "Commercial Paper Term Period" shall mean the Interest Rate Period for
this Note in the Commercial Paper Term Mode that is a period of not less than
one or more than 364 consecutive calendar days, as determined by the Company (as
described below under "Conversion") or, if not 


                                     43
<PAGE>   44

so determined, by the Remarketing Agent for this Note (in its best
judgment in order to obtain the lowest interest cost for this Note). The
interest rate for any Commercial Paper Term Period relating to this Note will
be determined not later than 11:50 a.m., New York City time, on the Interest
Rate Adjustment Date for this Note, which is the first day of each Interest
Rate Period for this Note. Each Commercial Paper Term Period shall commence on
the Interest Rate Adjustment Date therefor and end on the day preceding the
date specified by such Remarketing Agent as the first day of the next Interest
Rate Period for this Note.

         "Comparable Treasury Issues" shall mean the United States Treasury
security or securities selected by the SPURS Agent as having an actual or
interpolated maturity or maturities comparable or applicable to the remaining
term to the next succeeding Interest Rate Adjustment Date.

         "Comparable Treasury Price" shall mean, with respect to the SPURS
Remarketing Date, (a) the offer prices for the Comparable Treasury Issues
(expressed in each case as a percentage of its principal amount) on the
Determination Date, as set forth on "Telerate Page 500" (or such other page as
may replace Telerate Page 500) or (b) if such page (or any successor page) is
not displayed or does not contain such offer prices on such Determination Date,
(i) the average of the Reference Treasury Dealer Quotations for such SPURS
Remarketing Date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (ii) if the SPURS Agent obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations. "Telerate Page 500" shall mean the display
designated as "Telerate Page 500" on Dow Jones Markets Limited (or such other
page as may replace Telerate Page 500 on such service) or such other service
displaying the offer prices specified in (a) above as may replace Dow Jones
Markets Limited.

         "Determination Date" means the third Business Day preceding the
applicable SPURS Remarketing Date.

         "Dollar Price" shall mean the present value determined by the SPURS
Agent, as of the SPURS Remarketing Date, of the Remaining Scheduled Payments
discounted to the SPURS Remarketing Date, on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months), at the Treasury Rate.

         "DTC" or the "Depositary" shall mean The Depository Trust Company, or
its nominee.

         "Floating Interest Rate Notice" has the meaning specified under
"Interest Rate - (c) Floating Interest Rates" below. The form of Floating Rate
Interest Notice is set forth as Exhibit G to the First Supplemental Indenture.

         "Floating Rate Maximum Interest Rate" and "Floating Rate Minimum
Interest Rate" have the respective meanings specified under "Interest Rate - (c)
Floating Interest Rates" below.

         "Index Maturity" means the period to maturity of the instrument or
obligation with respect to which the related Interest Rate Basis or Bases will
be calculated.


                                     44
<PAGE>   45


         "Initial Interest Rate" means the annual rate of interest applicable to
this Note during the Initial Interest Rate Period.

         "Initial Interest Rate Adjustment Date" means June 15, 2003.

         "Initial Interest Rate Period" means the period commencing on the date
of issuance for this Note and ending on the Business Day immediately preceding
the Initial Interest Rate Adjustment Date.

         "Insurer" means, with respect to the Initial Interest Rate Period, MBIA
Insurance Corporation, and, with respect to any subsequent Interest Rate Period,
such issuer of a financial guaranty policy as may be purchased by the Company
from time to time.

         "Interest Determination Date" has the meaning specified under "Interest
Rate - (c) Floating Interest Rates" below.

         "Interest Rate Adjustment Date" means for a particular Interest Rate
Period in any Interest Rate Mode, each date, which shall be a Business Day, on
which interest and, in the case of a floating interest rate, the Spread (if any)
and the Spread Multiplier (if any) on this Note commences to accrue at the rate
determined and announced by the applicable Remarketing Agent for such Interest
Rate Periods, and if this Note is bearing interest at the Initial Interest Rate,
the Business Day following the expiration of the Initial Interest Rate Period.

         "Interest Rate Basis" has the meaning specified under "Interest Rate -
(c) Floating Interest Rates" below.

         "Interest Rate Mode" means the mode in which the Interest Rate on this
Note is being determined, i.e., the Commercial Paper Term Mode, the Long Term
Rate Mode, or the SPURS Mode.

         "Interest Rate Period" means, with respect to the Commercial Paper Term
Mode or the Long Term Rate Mode, the period of time commencing on the Interest
Rate Adjustment Date to, but not including, the immediately succeeding Interest
Rate Adjustment Date during which this Note bears interest at a particular fixed
interest rate or floating interest rate, and, with respect to an Interest Rate
Period for this Note in the SPURS Mode, a SPURS Rate Period. So long as this
Note bears interest in the Long Term Rate Mode, if so provided in Annex A at
"Interest Rate Period Adjustment" and if specified by the Company at the time of
remarketing into such Long Term Rate Period, the Company may shorten the
Interest Rate Period and provide for payment of a premium in respect thereof for
this Note upon written notice to the Remarketing Agent and the Trustee not less
than thirty (30) days prior to the date upon which such shortened Interest Rate
Period shall expire. Promptly upon receipt of such notice and, in any case, not
later than the close of business on such date, the Trustee will transmit such
information to DTC in accordance with DTC's procedures as in effect from time to
time. In such case, the next Interest Rate Adjustment Date otherwise set forth
in Annex A shall instead be the date upon which such Interest Rate Period shall
expire.


                                     45
<PAGE>   46

         If this Note is subject to early remarketing as provided above, the
Interest Rate Period may be shortened by the Company on any date on and after
the Initial Early Remarketing Date, if any, specified in Annex A, upon prior
written notice as provided above. On and after the Initial Early Remarketing
Date, if any, on the Interest Rate Adjustment Date relating to such shortened
Interest Rate Period for this Note, the Company will pay a premium to the
tendering beneficial owner of this Note, together with accrued interest, if any,
hereon at the applicable rate payable to such Interest Rate Adjustment Date.
Unless otherwise specified in Annex A, the premium shall be an amount equal to
the Initial Early Remarketing Premium specified in Annex A, the premium shall be
an amount equal to the Initial Early Remarketing Premium specified in Annex A
(as adjusted by the Annual Early Remarketing Premium Percentage Reduction, if
applicable), multiplied by the principal amount of this Note subject to early
remarketing. The Initial Early Remarketing Premium, if any, shall decline at
each anniversary of the Initial Early Remarketing Date by an amount equal to the
applicable Annual Early Remarketing Premium Percentage Reduction, if any,
specified in Annex A until the premium is equal to 0.

         "Interest Reset Date", "Initial Interest Reset Date" and "Interest
Reset Period" have the respective meanings specified under "Interest Rate - (c)
Floating Interest Rates" below.

         "Liquidity Provider" means, any bank or other credit provider whose
obligations such as those under the applicable Standby Note Purchase Agreement
with respect to any Notes are exempt from registration under the Securities Act
of 1933, as amended, with long term senior debt ratings from Standard & Poor's
Ratings Services and Moody's Investors Service, Inc. at least equal to those of
the Company as of the date of the Standby Note Purchase Agreement, and a minimum
combined capital and surplus of at least $50,000,000, that has entered into a
Standby Note Purchase Agreement with the Company for the purpose of purchasing
unremarketed Notes on any Interest Rate Adjustment Date.

         "Long Term Rate Mode" means, with respect to this Note, the Interest
Rate Mode in which the interest rate on this Note is reset in a Long Term Rate
Period and interest is paid as provided for such Interest Rate Mode as set forth
herein.

         "Long Term Rate Period" means any period of more than 364 days and not
exceeding the remaining term to the Stated Maturity of this Note.

         "Notification Date" means the Business Day not later than ten (10) days
prior to the applicable SPURS Remarketing Date on which the SPURS Agent gives
notice to the Company and the Trustee of its intention to purchase this Note for
remarketing.

         "Optional Redemption" means the redemption of this Note prior to its
maturity at the option of the Company as described herein.

         "Policy" means, with respect to the Initial Interest Rate Period, the
financial guaranty insurance policy issued by MBIA Insurance Corporation and
attached as Exhibit F to the First Supplemental Indenture, and, with respect to
any subsequent Interest Rate Period, such financial guaranty insurance policy as
may be purchased by the Company from time to time.


                                     46
<PAGE>   47


         "Principal Financial Center" means the capital city of the country
issuing the Index Currency, except that with respect to United States dollars,
Australian dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss francs
and ECUs, the Principal Financial Center shall be The City of New York, Sydney,
Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively.

         "Reference Corporate Dealers" means such Reference Corporate Dealers as
shall be appointed by the SPURS Agent after consultation with the Company.

         "Reference Treasury Dealer" shall mean such Reference Treasury Dealers
as shall be appointed by the SPURS Agent after consultation with the Company.

         "Reference Treasury Dealer Quotations" shall mean, with respect to each
Reference Treasury Dealer and the SPURS Remarketing Date, the offer prices for
the Comparable Treasury Issues (expressed in each case as a percentage of its
principal amount) quoted in writing to the SPURS Agent by such Reference
Treasury Dealer by 3:30 p.m. New York City time, on the Determination Date.

          "Remaining Scheduled Payments" shall mean with respect to this Note
the remaining scheduled payments of the principal hereof and interest hereon,
calculated at the Base Rate only, that would be due after the SPURS Remarketing
Date to and including the next succeeding Interest Rate Adjustment Date as
determined by the SPURS Agent.

         "Remarketing Agent" means such Remarketing Agent or agent, including
any standby Remarketing Agent (each a "Standby Remarketing Agent"), appointed by
the Company from time to time, for this Note.

         "Special Interest Rate" means the rate of interest equal to the rate
per annum announced by Citibank, N.A., or such other nationally recognized bank
located in the United States as the Company may select, as its prime lending
rate.

         "Special Mandatory Purchase" means the obligation of the Company (or,
if applicable, a Liquidity Provider) to purchase Notes not successfully
remarketed by the Remarketing Agent and the applicable Standby Remarketing
Agent(s) by 12:00 o'clock noon, New York City time, on any Interest Rate
Adjustment Date.

         "Spread" means the number of basis points to be added to or subtracted
from the related Interest Rate Basis or Bases applicable to an Interest Rate
Period, as the case may be, for this Note.

         "Spread Multiplier" means the percentage of the related Interest Rate
Basis or Bases applicable to an Interest Rate Period by which such Interest Rate
Basis or Bases will be multiplied to determine the applicable interest rate from
time to time for such Long Term Interest Rate Period, as the case may be.


                                     47
<PAGE>   48


         "SPURS Interest Rate" means the rate equal to the Base Rate established
by the SPURS Agent, after consultation with the Company, at or prior to the
commencement of the SPURS Mode plus the Applicable Spread, which will be based
on the Dollar Price.

         "SPURS Mode" means the Interest Rate Mode in which this Note shall bear
interest and be subject to remarketing as "Structured PUtable Remarketable
Securities" ("SPURS").

         "SPURS Rate Period" means an Interest Rate Period in the SPURS Mode
established by the Company as a period of more than 364 days and not exceeding
the remaining term to the Stated Maturity of this Note; provided, however, that
such Interest Rate Period must end on the day prior to an Interest Payment Date
for this Note. The SPURS Rate Period shall consist of the period to and
excluding the SPURS Remarketing Date and the period from and including the SPURS
Remarketing Date to but excluding the next succeeding Interest Rate Adjustment
Date.

         "SPURS Remarketing Agreement" shall mean the agreement dated as of the
Interest Rate Adjustment Date commencing the applicable SPURS Rate Period which
sets forth the rights and obligations of the Company and the applicable SPURS
Agent with respect to the remarketing of Notes in the SPURS Mode.

         "SPURS Remarketing Date" means the date designated by the applicable
SPURS Agent, after consultation with the Company, within the SPURS Rate Period
on which the applicable SPURS Agent may elect to remarket the Note at the SPURS
Interest Rate.

         "Standby Note Purchase Agreement" means the agreement, which the
Company may, at its option, enter into from time to time with a Liquidity
Provider for the purpose of purchasing unremarketed Notes.

         "Treasury Rate" shall mean, with respect to the SPURS Remarketing Date,
the rate per annum equal to the semi-annual equivalent yield to maturity or
interpolated (on a day count basis) yield to maturity of the Comparable Treasury
Issues, assuming a price for the Comparable Treasury Issues (expressed as a
percentage of its principal amount), equal to the Comparable Treasury Price for
such SPURS Remarketing Date.

         "Weekly Rate Period" means a Commercial Paper Term Period with an
Interest Rate Period of generally seven days.

                                  INTEREST RATE

         (a) Initial Interest Rate. From the Original Issue Date set forth in
Annex A to the Initial Interest Rate Adjustment Date set forth in Annex A, this
Note will bear interest at the Initial Interest Rate specified therein.
Thereafter, this Note will bear interest in the Commercial Paper Term Mode, the
Long Term Rate Mode or the SPURS Mode.

         (b) Interest Rates. The interest rate and, in the case of a floating
interest rate, the Spread (if any) and the Spread Multiplier (if any) for this
Note will be announced by the Remarketing Agent on or prior to the Interest Rate
Adjustment Date for the next succeeding 


                                     48
<PAGE>   49


Interest Rate Period and will be the minimum interest rate per annum
and, in the case of a floating interest rate, the Spread (if any) and the
Spread Multiplier (if any) necessary, during the Interest Rate Period
commencing on such Interest Rate Adjustment Date, in the judgment of the
Remarketing Agent, to produce a par bid in the secondary market for this Note
on the date the interest rate is established. Such rate will be effective for
the next succeeding Interest Rate Period for this Note commencing on such
Interest Rate Adjustment Date.

         (c) Floating Interest Rates. While this Note bears interest in the Long
Term Rate Mode or the SPURS Mode (with respect to the period from, and
including, the Interest Rate Adjustment Date commencing such period to, but
excluding, the SPURS Remarketing Date), the Company may elect a floating
interest rate by providing notice, which will be in or promptly confirmed in
writing (which includes facsimile or appropriate electronic media), received by
the Trustee and the Remarketing Agent for this Note (the "Floating Interest Rate
Notice") not less than ten (10) days prior to the Interest Rate Adjustment Date
for such Long Term Rate Period or SPURS Rate Period. The Floating Interest Rate
Notice must identify by CUSIP number or otherwise the portion of this Note to
which it relates and state the Interest Rate Period (or portion thereof, in the
case of the SPURS Mode) therefor to which it relates. Each Floating Interest
Rate Notice must also state the Interest Rate Basis or Bases, the Initial
Interest Reset Date, the Interest Reset Period and Dates, the Interest Payment
Period and Dates, the Index Maturity, the Floating Rate Maximum Interest Rate
and/or Floating Rate Minimum Interest Rate, if any, and the Day Count
Convention. If one or more of the applicable Interest Rate Bases is LIBOR or the
CMT Rate, the Floating Interest Rate Notice shall also specify the Index
Currency and Designated LIBOR Page or the Designated CMT Maturity Index and
Designated CMT Telerate Page, respectively.

         If this Note bears interest at a floating rate in a Long Term Rate
Period or a SPURS Rate Period, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases (a) plus
or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if
any, specified by the Remarketing Agent, in the case of a Long Term Rate Period,
or the SPURS Agent in the case of a SPURS Rate Period, and recorded in Annex A
to this Note. Commencing on the Interest Rate Adjustment Date for such Interest
Rate Period, the rate at which interest on this Note shall be payable shall be
reset as of each Interest Reset Date during such Interest Rate Period specified
in the applicable Floating Interest Rate Notice.

         The applicable floating interest rate on this Note during any Interest
Rate Period will be determined by reference to the applicable Interest Rate
Basis or Interest Rate Bases, which may include (i) the CD Rate, (ii) the CMT
Rate, (iii) the Federal Funds Rate, (iv) LIBOR, (v) the Prime Rate, (vi) the
Treasury Rate, or (vii) such other Interest Rate Basis or interest rate formula
as may be specified in the applicable Floating Interest Rate Notice (each, an
"Interest Rate Basis").

         Unless otherwise specified in the applicable Floating Interest Rate
Notice, the interest rate with respect to each Interest Rate Basis will be
determined in accordance with the applicable provisions below. Except as set
forth above or in the applicable Floating Interest Rate Notice, the interest
rate in effect on each day shall be (i) if such day is an Interest Reset Date,
the interest 


                                     49
<PAGE>   50


rate determined as of the Interest Determination Date immediately
preceding such Interest Reset Date or (ii) if such day is not an Interest Reset
Date, the interest rate determined as of the Interest Determination Date
immediately preceding the most recent Interest Reset Date. If any Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset
Date will be postponed to the next succeeding Business Day, unless LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, in which case such Interest Reset Date will be the
immediately preceding Business Day. In addition, if the Treasury Rate is an
applicable Interest Rate Basis and the Interest Determination Date would
otherwise fall on an Interest Reset Date, then such Interest Reset Date will be
postponed to the next succeeding Business Day.

         The applicable Floating Interest Rate Notice will specify whether the
rate of interest will be reset daily, weekly, monthly, quarterly, semiannually
or annually or on such other specified basis (each, an "Interest Reset Period")
and the dates on which such rate of interest will be reset (each, an "Interest
Reset Date"). Unless otherwise specified in the applicable Floating Interest
Rate Notice, the Interest Reset Dates will be, in the case of a floating
interest rate which resets: (i) daily, each Business Day; (ii) weekly, the
Wednesday of each week (unless the Treasury Rate is an applicable Interest Rate
Basis, in which case the Tuesday of each week except as described below); (iii)
monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday
of March, June, September and December of each year, (v) semiannually, the third
Wednesday of the two months specified in the applicable Floating Interest Rate
Notice; and (vi) annually, the third Wednesday of the month specified in the
applicable Floating Interest Rate Notice.

         The interest rate applicable to each Interest Reset Period commencing
on the related Interest Reset Date will be the rate determined as of the
applicable Interest Determination Date. The "Interest Determination Date" with
respect to the CD Rate, the CMT Rate, the Federal Funds Rate and the Prime Rate
will be the second Business Day immediately preceding the applicable Interest
Reset Date; and the "Interest Determination Date" with respect to LIBOR shall be
the second London Business Day immediately preceding the applicable Interest
Reset Date, unless the Index Currency is British pounds sterling, in which case
the "Interest Determination Date" will be the applicable Interest Reset Date.
The "Interest Determination Date" with respect to the Treasury Rate shall be the
day in the week in which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (Treasury Bills are
normally sold at an auction held on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding Friday);
provided, however, that if an auction is held on the Friday of the week
preceding the applicable Interest Reset Date, the "Interest Determination Date"
shall be such preceding Friday. If the interest rate of this Note is a floating
interest rate determined with reference to two or more Interest Rate Bases
specified in the applicable Floating Interest Rate Notice, the "Interest
Determination Date" pertaining to this Note shall be the most recent Business
Day which is at least two Business Days prior to the applicable Interest Reset
Date on which each Interest Rate Basis is determinable. Each Interest Rate Basis
shall be determined as of such date, and the applicable interest rate shall take
effect on the related Interest Reset Date.


                                     50
<PAGE>   51


         Either or both of the following may also apply to the floating interest
rate on this Note for an Interest Rate Period: (i) a floating rate maximum
interest rate, or ceiling, that may accrue during any Interest Reset Period (the
"Floating Rate Maximum Interest Rate") and (ii) a floating rate minimum interest
rate, or floor, that may accrue during any Interest Reset Period (the "Floating
Rate Minimum Interest Rate"). In addition to any Floating Rate Maximum Interest
Rate that may apply, the interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States laws of general application.

         Except as provided below or in the applicable Floating Interest Rate
Notice, interest will be payable, in the case of floating interest rates which
reset: (i) daily, weekly or monthly, on the third Wednesday of each month or on
the third Wednesday of March, June, September and December of each year, as
specified in the applicable Floating Interest Rate Notice; (ii) quarterly, on
the third Wednesday of March, June, September and December of each year; (iii)
semiannually, on the third Wednesday of the two months of each year specified in
the applicable Floating Interest Rate Notice; and (iv) annually, on the third
Wednesday of the month of each year specified in the applicable Floating
Interest Rate Notice and, in each case, on the Business Day immediately
following the applicable Long Term Rate Period or SPURS Rate Period, as the case
may be. If any Interest Payment Date for the payment of interest at a floating
rate (other than following the end of the applicable Long Term Rate Period or
SPURS Rate Period, as the case may be) would otherwise be a day that is not a
Business Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, except that if LIBOR is an applicable Interest Rate
Basis and such Business Day falls in the next succeeding calendar month, such
Interest Payment Date will be the immediately preceding Business Day.

         All percentages resulting from any calculation of floating interest
rates will be rounded to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
amounts used in or resulting from such calculation will be rounded, in the case
of United States dollars, to the nearest cent or, in the case of a foreign
currency or composite currency, to the nearest unit (with one-half cent or unit
being rounded upwards).

         Accrued floating rate interest will be calculated by multiplying the
principal amount of this Note by an accrued interest factor. Such accrued
interest factor will be computed by adding the interest factor calculated for
each day in the applicable Interest Reset Period. Unless otherwise specified in
the applicable Floating Interest Rate Notice, the interest factor for each such
day will be computed by dividing the interest rate applicable to such day by
360, if an applicable Interest Rate Basis is the CD Rate, the Federal Funds
Rate, LIBOR or the Prime Rate, or by the actual number of days in the year if an
applicable Interest Rate Basis is the CMT Rate or the Treasury Rate. Unless
otherwise specified in the applicable Floating Interest Rate Notice, if the
floating interest rate is calculated with reference to two or more Interest Rate
Bases, the interest factor will be calculated in each period in the same manner
as if only one of the applicable Interest Rate Bases applied as specified in the
applicable Floating Interest Rate Notice.

                                     51
<PAGE>   52

         Unless otherwise specified in the applicable Floating Interest Rate
Notice, The Bank of New York will be the "Calculation Agent." If this Note is
bearing interest at a floating rate, the applicable Remarketing Agent will
determine the interest rate in effect from the Interest Rate Adjustment Date to
the Initial Interest Reset Date. The Calculation Agent will determine the
interest rate in effect for each Interest Reset Period thereafter. Upon request
of the beneficial owner of this Note, after any Interest Rate Adjustment Date,
the Calculation Agent or the Remarketing Agent shall disclose the interest rate
and, in the case of a floating interest rate, Interest Rate Basis or Bases,
Spread (if any) and Spread Multiplier (if any), and in each case the other terms
applicable to this Note then in effect and, if determined, the interest rate
that will become effective as a result of a determination made for the next
succeeding Interest Reset Date with respect to this Note. Except as described
herein, no notice of the applicable interest rate, Spread (if any) or Spread
Multiplier (if any) shall be sent to the beneficial owner of this Note.

         Unless otherwise specified in the applicable Floating Interest Rate
Notice, the "Calculation Date", if applicable, pertaining to any Interest
Determination Date will be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity, as the case may be.

         CD Rate. If an Interest Rate Basis for this Note is specified in the
applicable Floating Interest Rate Notice as the "CD Rate," the CD Rate means
with respect to any Interest Determination Date relating to this Note for which
the interest rate is determined with reference to the CD rate (a "CD Rate
Interest Determination Date"), the rate on such date for negotiable United
States dollar certificates of deposit having the Index Maturity specified in the
applicable Floating Interest Rate Notice as published by the Board of Governors
of the Federal Reserve System in "Statistical Release H.15(519), Selected
Interest Rates" or any successor publication ("H.15(519)") under the heading
"CDs (Secondary Market)," or, if not published by 3:00 p.m., New York City time,
on the related Calculation Date (as defined above), the rate on such CD Rate
Interest Determination Date for negotiable United States dollar certificates of
deposit of the Index Maturity specified in the applicable Floating Interest Rate
Notice as published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. Quotations for United States Government
Securities" or any successor publication ("Composite Quotations") under the
heading "Certificates of Deposit." If such rate is not yet published in either
H.15(519) or Composite Quotations by 3:00 p.m., New York City time, on the
related Calculation Date, then the CD Rate on such CD Rate Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York
City time, on such CD Rate Interest Determination Date, of three leading nonbank
dealers in negotiable United States dollar certificates of deposit in The City
of New York (which may include the Remarketing Agent or its affiliates) selected
by the Calculation Agent, after consultation with the Company, for negotiable
United States dollars certificates of deposit of major United States money
market banks for negotiable certificates of deposit with a remaining maturity
closest to the Index Maturity specified in the applicable Floating Interest Rate
Notice in an amount that is representative for a single transaction in that
market at that time; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
determined as of such CD Rate 


                                     52
<PAGE>   53

Interest Determination Date will be the CD Rate in effect on such CD Rate 
Interest Determination Date.

         CMT Rate. If an Interest Rate Basis for this Note is specified in the
applicable Floating Interest Rate Notice as the "CMT Rate," the CMT Rate means,
with respect to any Interest Determination Date relating to this Note for which
the interest rate is determined with reference to the CMT Rate (a "CMT Rate
Interest Determination Date"), the rate displayed on the Designated CMT Telerate
Page (as defined below) under the caption "...Treasury Constant
Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45
P.M.," under the column for the Designated CMT Maturity Index (as defined below)
for (i) if the Designated CMT Telerate Page is 7055, the rate on such CMT Rate
Interest Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the weekly or monthly average, as specified in the Floating Interest Rate
Notice, for the week or the month, as applicable, ended immediately preceding
the week or the month, as applicable, in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed on the relevant
page or is not displayed by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate for such CMT Rate Interest Determination
Date will be such treasury constant maturity rate for the Designated CMT
Maturity Index as published in H.15(519). If such rate is no longer published or
is not published by 3:00 p.m., New York City time, on the related Calculation
Date, then the CMT Rate on such CMT Rate Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity Index) for the
CMT Rate Interest Determination Date with respect to such Interest Reset Date as
may then be published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in H.15(519). If such information is
not provided by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate on the CMT Rate Interest Determination Date will be calculated
by the Calculation Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time, on such CMT Rate Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York (which may include the Remarketing Agent or its
affiliates) selected by the Calculation Agent after consultation with the
Company (from five such Reference Dealers selected by the Calculation Agent,
after consultation with the Company, and eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States ("Treasury Notes") with
an original maturity of approximately the Designated CMT Maturity Index and a
remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year. If the Calculation Agent is unable to obtain three such Treasury
Note quotations, the CMT Rate on such CMT Rate Interest Determination Date will
be calculated by the Calculation Agent and will be a yield to maturity based on
the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 p.m., New York City time, on such CMT Rate Interest
Determination Date of three Reference Dealers in The City of New York (from five
such Reference Dealers selected by the Calculation Agent, after consultation
with the 

                                     53
<PAGE>   54

Company, and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least U.S.$100 million. If three or four (and not
five) of such Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers so selected by the
Calculation Agent, after consultation with the Company, are quoting as mentioned
herein, the CMT Rate determined as of such CMT Rate Interest Determination Date
will be the CMT Rate in effect on such CMT Rate Interest Determination Date. If
two Treasury Notes with an original maturity as described in the second
preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the Calculation Agent, after consultation with
the Company, will obtain from five References Dealers quotations for the
Treasury Note with the shorter remaining term to maturity.

         "Designated CMT Telerate Page" means the display on the Dow Jones
Markets Limited (or any successor service) on the page specified in the
applicable Floating Interest Rate Notice (or any other page as may replace such
page on that service for the purpose of displaying Treasury Constant Maturities
as reported in H.15(519)) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified in the
applicable Floating Interest Rate Notice, the Designated CMT Telerate Page shall
be 7052 for the most recent week.

         "Designated CMT Maturity Index" means the original period to maturity
of the United States Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30
years) specified in the applicable Floating Interest Rate Notice with respect to
which the CMT Rate will be calculated. If no such maturity is specified in the
applicable Floating Interest Rate Notice, the Designated CMT Maturity Index
shall be 2 years.

         Federal Funds Rate. If an Interest Rate Basis for this Note is
specified in the applicable Floating Interest Rate Notice as the "Federal Funds
Rate," the Federal Funds Rate means, with respect to any Interest Determination
Date relating to this Note for which the interest rate is determined with
reference to the Federal Funds Rate (a "Federal Funds Rate Interest
Determination Date"), the rate on such date for United States dollar federal
funds as published in H.15(519) under the heading "Federal Funds (Effective)"
or, if not published by 3:00 p.m., New York City time, on the Calculation Date,
the rate on such Federal Funds Rate Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective Rate". If such
rate is not published in either H.15(519) or Composite Quotations by 3:00 p.m.,
New York City time, on the related Calculation Date, then the Federal Funds Rate
on such Federal Funds Rate Interest Determination Date shall be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged by three
leading brokers of federal funds transactions in The City of New York (which may
include the Remarketing Agent or its affiliates) selected by the Calculation
Agent after consultation with the Company, prior to 9:00 a.m., New York City
time, 


                                     54
<PAGE>   55

on such Federal Funds Rate Interest Determination Date; provided, however,
that if the brokers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined as of such Federal
Funds Rate Interest Determination Date will be the Federal Funds Rate in effect
on such Federal Funds Rate Interest Determination Date.

         LIBOR. If an Interest Rate Basis for this Note is specified in the
applicable Floating Interest Rate Notice as "LIBOR," LIBOR means the rate
determined by the Calculation Agent as of the applicable Interest Determination
Date (a "LIBOR Interest Determination Date"), in accordance with the following
provisions:

         (i) if (a) "LIBOR Reuters" is specified in the applicable Floating
Interest Rate Notice, the arithmetic mean of the offered rates (unless the
Designated LIBOR Page (as defined below) by its terms provides only for a single
rate, in which case such single rate will be used) for deposits in the Index
Currency having the Index Maturity specified in the applicable Floating Interest
Rate Notice, commencing on the applicable Interest Reset Date, that appear (or,
if only a single rate is required as aforesaid, appears) on the Designated LIBOR
Page as of 11:00 a.m., London time, on such LIBOR Interest Determination Date,
or (b) "LIBOR Telerate" is specified in the applicable Floating Interest Rate
Notice, or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the
applicable Floating Interest Rate Notice as the method for calculating LIBOR,
the rate for deposits in the Index Currency having the Index Maturity specified
in the applicable Floating Interest Rate Notice, commencing on such Interest
Reset Date, that appears on the Designated LIBOR Page as of 11:00 a.m., London
time, on such LIBOR Interest Determination Date. If fewer than two such offered
rates appear, or if no such rate appears, as applicable, LIBOR on such LIBOR
Interest Determination Date shall be determined in accordance with the
provisions described in clause (ii) below.

         (ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on the
Designated LIBOR Page as specified in clause (i) above, the Calculation Agent
shall request the principal London offices of each of four major reference banks
in the London interbank market, as selected by the Calculation Agent, after
consultation with the Company, to provide the Calculation Agent with its offered
quotation for deposits in the Index Currency for the period of the Index
Maturity specified in the applicable Floating Interest Rate Notice, commencing
on the applicable Interest Reset Date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time. If at least two
such quotations are so provided, then LIBOR on such LIBOR Interest Determination
Date will be the arithmetic mean of such quotations. If fewer than two such
quotations are so provided, then LIBOR on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in
the applicable Principal Financial Center, on such LIBOR Interest Determination
Date by three major banks in such Principal Financial Center selected by the
Calculation Agent, after consultation with the Company, for loans in the Index
Currency to leading European banks, having the Index Maturity specified in the
applicable Floating Interest Rate Notice and in a principal amount that is
representative for a single transaction in such Index Currency in such market at
such time; provided, however, that if the 


                                     55
<PAGE>   56

banks so selected by the Calculation Agent are not quoting as mentioned
in this  sentence, LIBOR determined as of such LIBOR Interest Determination
Date shall be  LIBOR in effect on such LIBOR Interest Determination Date.

         "Index Currency" means the currency or composite currency specified in
the applicable Floating Interest Rate Notice as to which LIBOR shall be
calculated. If no such currency or composite currency is specified in the
applicable Floating Interest Rate Notice, the Index Currency shall be United
States dollars.

         "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified in
the applicable Floating Interest Rate Notice, the display on the Reuter Monitor
Money Rates Service (or any successor service) on the page specified in such
Floating Interest Rate Notice (or on any other page as may replace such page on
such service) for the purpose of displaying the London interbank rates of major
banks for the Index Currency, or (b) if "LIBOR Telerate" is specified in the
applicable Floating Interest Rate Notice or neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified in the applicable Floating Interest Rate Notice as the
method for calculating LIBOR, the display on the Dow Jones Markets Limited (or
any successor service) on the page specified in such Floating Interest Rate
Notice (or on any other page as may replace such page on such service) for the
purpose of displaying the London interbank rates of major banks for the Index
Currency.

         Prime Rate. If an Interest Rate Basis for this Note is specified in the
applicable Floating Interest Rate Notice as the "Prime Rate," the Prime Rate
means, with respect to any Interest Determination Date relating to this Note for
which the interest rate is determined with reference to the Prime Rate (a "Prime
Rate Interest Determination Date"), the rate on such date as such rate is
published in H.15(519) under the heading "Bank Prime Loan." If such rate is not
published prior to 3:00 p.m., New York City time, on the related Calculation
Date, then the Prime Rate shall be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen U.S. PRIME 1
Page (as defined below) as such bank's prime rate or base lending rate as in
effect for such Prime Rate Interest Determination Date. If fewer than four such
rates appear on the Reuters Screen U.S. PRIME 1 Page for such Prime Rate
Interest Determination Date, the Prime Rate shall be the arithmetic mean of the
prime rates quoted on the basis of the actual number of days in the year divided
by a 360-day year as of the close of business on such Prime Rate Interest
Determination Date by four major money center banks (which may include The Bank
of New York) in The City of New York selected by the Calculation Agent, after
consultation with the Company. If fewer than four such quotations are so
provided, the Prime Rate shall be the arithmetic mean of four prime rates quoted
on the basis of the actual number of days in the year divided by a 360-day year
as of the close of business on such Prime Rate Interest Determination Date as
furnished in The City of New York by the major money center banks, if any, that
have provided such quotations and by as many substitute banks or trust companies
(which may include The Bank of New York) as necessary in order to obtain four
such prime rate quotations, provided such substitute banks or trust companies
are organized and doing business under the laws of the United States, or any
State thereof, have total equity capital of at least U.S.$500 million and are
each subject to supervision or examination by Federal or State authority,
selected by the Calculation Agent, after consultation with the Company, to


                                     56
<PAGE>   57

provide such rate or rates; provided, however, that if the banks or trust
companies so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Prime Rate determined as of such Prime Rate Interest
Determination Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date.

         "Reuters Screen U.S. PRIME 1 Page" means the display designated as page
"U.S. PRIME 1" on the Reuter Monitor Money Rates Service (or any successor
service) on the U.S. PRIME 1 Page (or such other page as may replace the U.S.
PRIME 1 page on that service) for the purpose of displaying prime rates or base
lending rates of major United States banks.

         Treasury Rate. If an Interest Rate Basis for this Note is specified in
the applicable Floating Interest Rate Notice as the "Treasury Rate," the
Treasury Rate means, with respect to any Interest Determination Date relating to
this Note for which the interest rate is determined with reference to the
Treasury Rate (a "Treasury Rate Interest Determination Date"), as the rate from
the auction held on such Treasury Rate Interest Determination Date (the
"Auction") of direct obligations of the United States ("Treasury Bills") having
the Index Maturity specified in the applicable Floating Interest Rate Notice, as
such rate is published in H.15(519) under the heading "Treasury bills-auction
average (investment)" or, if not published by 3:00 p.m., New York City time, on
the related Calculation Date, the auction average rate of such Treasury Bills
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of Treasury. In the event that the results of the Auction of
Treasury Bills having the Index Maturity specified in the applicable Floating
Interest Rate Notice are not reported as provided above by 3:00 p.m., New York
City time, on such Calculation Date, or if no such Auction is held, then the
Treasury Rate shall be calculated by the Calculation Agent, and shall be a yield
to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on such Treasury Rate Interest Determination Date, of three leading primary
United States government securities dealers (which may include the Remarketing
Agent or its affiliates) selected by the Calculation Agent, after consultation
with the Company, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified in the applicable Floating Interest Rate
Notice; provided, however, that if the dealers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Treasury Rate
determined as of such Treasury Rate Interest Determination Date will be the
Treasury Rate in effect on such Treasury Rate Interest Determination Date.

         (d) Failure of Remarketing Agent or Agents to Announce Interest. In the
event that (i) the Remarketing Agent has been removed or has resigned and no
successor has been appointed, or (ii) the Remarketing Agent has failed to
announce the appropriate interest rate, Spread, if any, or Spread Multiplier, if
any, as the case may be, on an Interest Rate Adjustment Date for whatever
reason, or (iii) the appropriate interest rate, Spread, if any, or Spread
Multiplier, if any, as the case may be, or Interest Rate Period cannot be
determined for whatever reason, then this Note shall be automatically converted
to a Weekly Rate Period, and the rate of interest hereon shall be equal to the
Special Interest Rate.


                                     57
<PAGE>   58

         (e) Notice of Interest Rate, Binding Effect. On each Interest Rate
Adjustment Date of this Note, the Remarketing Agent or the SPURS Agent, as the
case may be, will notify the Company and the Trustee of the interest rate,
Spread, if any, or Spread Multiplier, if any, as the case may be, to be borne by
this Note for the following Interest Rate Period. After such Interest Rate
Adjustment Date, any beneficial owner of this Note may contact the Trustee or
the Remarketing Agent in order to be advised of the applicable interest rate
and, in the case of a floating interest rate, the Spread (if any) and the Spread
Multiplier (if any). Immediately upon receipt of such notice, the Trustee will
transmit such information to DTC in accordance with DTC's procedures as in
effect from time to time and note such rate in Annex A. The Trustee shall
confirm to DTC the interest rate for the following Interest Rate Period in
accordance with DTC's procedures as in effect from time to time. No notice of
the applicable interest rate will be sent to the beneficial owner of this Note.

         The interest rate announced by the Remarketing Agent, absent manifest
error, is binding and conclusive upon the beneficial owner of this Note, the
Company and the Trustee.

         (f) Conversion. This Note may be converted at the option of the Company
to the Commercial Paper Term Mode, Long Term Rate Mode or SPURS Mode on any
Interest Rate Adjustment Date for this Note in accordance with the procedures
set forth in the Indenture, and will be subject to mandatory tender by the
beneficial owner hereof as described herein on such Interest Rate Adjustment
Date. The beneficial owner of this Note will be deemed to have tendered such
Note as of the Interest Rate Adjustment Date upon which such conversion occurs
and will not be entitled to further accrual of interest on this Note after such
date.

                                     TENDER

         This Note will be automatically tendered for purchase, or deemed
tendered for purchase by the beneficial owner hereof, on each Interest Rate
Adjustment Date relating hereto. Notes will be purchased on such Interest Rate
Adjustment Date in accordance with the procedures set forth in "Remarketing and
Settlement" or, as the case may be, "SPURS Mode" below.

                           REMARKETING AND SETTLEMENT

         Interest Rate Adjustment Date; Determination of Interest Rate. By 11:00
a.m., New York City time on each Interest Rate Adjustment Date for this Note,
the applicable Remarketing Agent will determine the interest rate hereon to the
nearest one hundred-thousandth (0.00001) of one percent per annum for the next
Interest Rate Period in the case of a fixed interest rate, and the Spread (if
any) and Spread Multiplier (if any) in the case of a floating interest rate;
provided, that between 11:00 a.m., New York City time and 11:50 a.m., New York
City time, the Remarketing Agent and the Standby Remarketing Agent(s), if any,
shall use their reasonable efforts to determine the interest rate for this Note
if it is not successfully remarketed as of the applicable deadline specified in
this paragraph. In determining the applicable interest rate for this Note and
other terms, the Remarketing Agent will, after taking into account market
conditions as reflected in the prevailing yields on fixed and variable rate
taxable debt securities, (i) consider the principal amount of all Notes tendered
or to be tendered on such date and the 


                                     58
<PAGE>   59

principal amount of such Notes prospective purchasers are or may be
willing to  purchase and (ii) contact, by telephone or otherwise, prospective
purchasers and  ascertain the interest rates or the Spread or Spread Multiplier
therefor at  which they would be willing to hold or purchase this Note.

         Notification of Results; Settlement. By 12:30 p.m., New York City time,
on each Interest Rate Adjustment Date for this Note, the applicable Remarketing
Agent will notify the Company and the Trustee in writing (which may include
facsimile or other electronic transmission), of (i) the interest rate or, in the
case of a floating interest rate, the initial interest rate, the Spread and
Spread Multiplier and the Initial Interest Reset Date, applicable to this Note
for the next Interest Rate Period, (ii) the Interest Rate Adjustment Date, (iii)
the Interest Payment Dates, if this Note will then be in the Commercial Paper
Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate
Mode or the SPURS Mode, (iv) the optional redemption terms, if any, and early
remarketing terms, if any, in the case of remarketing into a Long Term Rate
Period, (v) the aggregate principal amount of all Notes tendered for remarketing
on such date, and (vi) the aggregate principal amount of such tendered Notes
which such Remarketing Agent was able to remarket, at a price equal to 100% of
the principal amount thereof plus accrued interest, if any. Immediately after
receiving such notice and, in any case, not later than 1:30 p.m., New York City
time, the Trustee will transmit such information and any other settlement
information required by DTC to DTC in accordance with DTC's procedures as in
effect from time to time.

         By telephone at approximately 1:00 p.m., New York City time, on such
Interest Rate Adjustment Date, the applicable Remarketing Agent will advise the
purchaser of this Note (or the DTC participant of each such purchaser who it is
expected in turn will advise such purchaser) of the principal amount of such
Notes that such purchaser is to purchase.

         The purchaser of this Note in a remarketing will be required to give
instructions to its DTC participant to pay the purchase price therefor in same
day funds to the applicable Remarketing Agent against delivery of the principal
amount of this Note by book-entry through DTC by 3:00 p.m., New York City time,
on the Interest Rate Adjustment Date.

         When tendered, or deemed tendered, this Note will be automatically
delivered to the account of the Trustee (or such other account meeting the
requirements of DTC's procedures as in effect from time to time), by book-entry
through DTC against payment of the purchase price or redemption price herefor,
on the Interest Rate Adjustment Date relating hereto.

         The applicable Remarketing Agent will make, or cause the Trustee to
make, payment to the DTC participant of the tendering beneficial owner hereof
subject to a remarketing, by book-entry through DTC by the close of business on
the related Interest Rate Adjustment Date against delivery through DTC of the
beneficial owner's tendered Note, of the purchase price for this Note. If this
Note was purchased pursuant to a Special Mandatory Purchase, subject to receipt
of funds from the Company or the Liquidity Provider (if any), as the case may
be, the Trustee will make such payment of the purchase price for this Note plus
accrued interest, if any, to such date.


                                     59
<PAGE>   60

         The transactions described above for a remarketing of this Note will be
executed on each Interest Rate Adjustment Date for this Note through DTC in
accordance with the procedures of DTC, and the accounts of the respective DTC
participants will be debited and credited and this Note will be delivered by
book-entry as necessary to effect the purchases and sales hereof, in each case
as determined in the related remarketing.

         Except as otherwise set forth below, the purchase price for this Note
to the tendering beneficial owner shall be paid solely out of the proceeds
received from a purchaser of this Note in such remarketing, and neither the
Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent(s) nor
the Company (except as set forth below) will be obligated to provide funds to
make payment upon any beneficial owner's tender of this Note in a remarketing.

         The tender and settlement procedures described above, including
provisions for payment by purchasers of this Note or for payment to the selling
beneficial owners of this Note, may be modified to the extent required by DTC.
In addition, each Remarketing Agent may, without the consent of the Holders of
the Notes, modify the tender and settlement procedures set forth above in order
to facilitate the settlement and remarketing process.

         As long as DTC's nominee holds the certificates representing this Note
in the book-entry system of DTC, no certificates for this Note will be delivered
by any selling beneficial owner to reflect any transfer of this Note effected in
any remarketing.

         Failed Remarketing. If this Note is not successfully remarketed, this
Note shall be subject to Special Mandatory Purchase by the Company (a "Special
Mandatory Purchase"). The obligation of the Company to effect a Special
Mandatory Purchase can be satisfied either directly by the Company or through a
Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest
Rate Adjustment Date for this Note, the applicable Remarketing Agent will notify
the Liquidity Provider, if any, the Trustee and the Company by telephone or
facsimile, confirmed in writing, if it, or the Standby Remarketing Agent or
Agents were unable to remarket all or a portion of the principal amount of this
Note on such date. In the event that the Company has entered into a Standby Note
Purchase Agreement which is in effect on such date, such notice will constitute
a demand for the benefit of the Company to the Liquidity Provider, if any, to
purchase this Note at a price equal to the outstanding principal amount hereof
pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note
Purchase Agreement is not in effect on such date, or if the Liquidity Provider
fails to advance funds under the Standby Note Purchase Agreement, the Company
hereby agrees to purchase this Note. In each case, the Company will pay all
accrued and unpaid interest, if any, on this Note to such Interest Rate
Adjustment Date. Payment of the principal amount of this Note by the Company or
the Liquidity Provider, as the case may be, and payment of accrued and unpaid
interest, if any, by the Company, shall be made by deposit of same-day funds in
the account of the Trustee (or such other account meeting the requirements of
DTC's procedures as in effect from time to time) irrevocably in trust for the
benefit of the beneficial owners of this Note subject to Special Mandatory
Purchase by 3:00 p.m., New York City time, on the related Interest Rate
Adjustment Date.


                                     60
<PAGE>   61

                              TRANSFER OR EXCHANGE

         As provided in the Indenture and subject to certain limitations set
forth therein and herein, the transfer of this Note is registrable in the
Security Register, upon surrender of this Note for registration of transfer at
the office or agency of the Company in any place where the principal of and
premium, if any, and any interest on this Note are payable or at such other
offices or agencies as the Company may designate, duly endorsed by, or
accompanied by a written instrument of transfer in the form attached hereto, the
Company and the Security Registrar or any transfer agent duly executed, by the
registered owner hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees.

         The Notes are issuable only in fully registered form in denominations
of $100,000 and integral multiples of $1,000 in excess thereof. As provided in
the Indenture and subject to certain limitations set forth therein and herein,
this Note is exchangeable for a like aggregate principal amount of Notes of this
series and of like tenor of any authorized denomination, as requested by the
registered owner surrendering the same.

         No service charge shall be made for any registration of transfer or
exchange of this Note, but, subject to certain limitations set forth in the
Indenture, the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.

         Subject to the terms of the Indenture, prior to due presentment of this
Note for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note is
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

                           REDEMPTION AND ACCELERATION

         Special Mandatory Purchase. If by 12:00 o'clock noon, New York City
time, on any Interest Rate Adjustment Date for this Note, the applicable
Remarketing Agent and the applicable Standby Remarketing Agent(s) have not
remarketed this Note, this Note shall be subject to Special Mandatory Purchase.
Either the Company or, subject to the terms and conditions of a Standby Note
Purchase Agreement, if any, which may be in effect on such date, the Liquidity
Provider (if any), will deposit same-day funds in the account of the Trustee (or
such other account meeting the requirements of DTC's procedures as in effect
from time to time) irrevocably in trust for the benefit of the beneficial owners
of this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City
time, on such Interest Rate Adjustment Date. Such funds shall be in an amount
sufficient to pay the aggregate purchase price of this Note, equal to 100% of
the principal amount thereof. In the event a Standby Note Purchase Agreement is
in effect but the Liquidity Provider shall fail to advance funds for whatever
reason thereunder, the Company hereby agrees to purchase this Note on such
Interest Rate Adjustment Date. The Company has agreed in the Indenture to pay
the accrued interest, if any, on this Note by 


                                     61
<PAGE>   62

depositing sufficient same-day funds therefor with the Trustee (or such
other account meeting the requirements of DTC's procedures as in effect from
time to time) by 3:00 p.m., New York City time, on such Interest Rate
Adjustment Date.

         Failure by the Company to purchase this Note pursuant to a Special
Mandatory Purchase in the manner provided in this Note will constitute an Event
of Default under the Indenture in which event the date of such failure shall
constitute a date of Maturity for this Note and the principal hereof may be
declared due and payable in the manner and with the effect provided in the
Indenture. Following such failure to pay pursuant to a Special Mandatory
Purchase, this Note will bear interest at the Special Interest Rate as provided
above under "Interest."

         Optional Redemption on any Interest Rate Adjustment Date. This Note is
subject to Optional Redemption, at the direction of the Company and without
notice to the Holders, on any Interest Rate Adjustment Date relating hereto, in
whole or in part, at a redemption price equal to 100% of the principal amount to
be redeemed plus accrued and unpaid interest to the date set for redemption (the
"Redemption Date").

         Optional Redemption While This Note is in the Long Term Rate Mode. So
long as this Note bears interest in the Long Term Rate Mode, this Note is
subject to Optional Redemption at the written direction of the Company if so
specified at the time of conversion to or within such Long Term Rate Mode (a)
commencing on the Commencement Date, if any, specified in Annex A, in whole or
in part at any time, at the applicable redemption prices for any Redemption Date
(dates inclusive) (i) from the Commencement Date to but not including the first
anniversary of the Commencement Date, (ii) from the first anniversary of the
Commencement Date to but not including the second anniversary of the
Commencement Date, and (iii) from the second anniversary of the Commencement
Date and thereafter (expressed as percentage of the principal amount so
redeemed) set forth in Annex A, plus accrued interest to the Redemption Date or
(b) otherwise as set forth in Annex A.

         Notice of redemption shall be given by mail to the registered owner of
this Note, 30 days prior to the Redemption Date, all as provided in the
Indenture. As provided in the Indenture, notice of redemption as aforesaid may
state that such redemption shall be conditioned upon the receipt by the Trustee
of the redemption monies on or before the date fixed for such redemption; a
notice of redemption so conditioned shall be of no force or effect if such money
is not so received.

         The Company shall not be required to (a) issue, register the transfer
of or exchange Notes of this series during a period beginning at the opening of
business 15 days before any selection of Notes of this series to be redeemed and
ending at the close of business on the day of the mailing of the relevant notice
of redemption or (b) register the transfer of or exchange any Notes selected for
redemption, in whole or in part, except the unredeemed portion of any Note being
redeemed in part.


                                     62
<PAGE>   63


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

         Allocation. Except in the case of a Special Mandatory Purchase, if this
Note is to be redeemed in part, DTC, after receiving notice of redemption
specifying the aggregate principal amount of this Note to be so redeemed, will
determine by lot (or otherwise in accordance with the procedures of DTC) the
principal amount of this Note to be redeemed from the account of each DTC
participant. After making its determination as described above, DTC will give
notice of such determination to each DTC participant from whose account this
Note is to be redeemed. Each such DTC participant, upon receipt of such notice,
will in turn determine the principal amount of this Note to be redeemed from the
accounts of the beneficial owners of this Note for which it serves as DTC
participant, and give notice of such determination to the Remarketing Agent.

         Acceleration. If any Event of Default with respect to the Notes shall
occur and be continuing, the principal of the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.

                                   SPURS MODE

         Notwithstanding anything herein to the contrary, the provisions of this
section shall apply to this Note upon conversion to the SPURS Mode, and shall
supersede any conflicting provisions of general applicability contained
elsewhere herein, during the period from, and including, the Interest Rate
Adjustment Date beginning a SPURS Rate Period to, but excluding, the next
succeeding Interest Rate Adjustment Date (or if the SPURS Agent does not elect
to purchase this Note on the SPURS Remarketing Date designated for such SPURS
Mode or if after electing to so purchase this Note the SPURS Agent fails for any
reason to so purchase this Note, to the SPURS Remarketing Date).

         (a) Interest To SPURS Remarketing Date. The Interest Rate Period for
this Note in the SPURS Mode will be established by the Company (as described in
"Interest Rate" above) as a period of more than 364 days and not exceeding the
remaining term to the Stated Maturity of this Note; provided, however, that such
Interest Rate Period must end on the day prior to an Interest Payment Date for
this Note. The SPURS Rate Period shall consist of the period from and including
the Interest Rate Adjustment Date commencing such Interest Rate Period to and
excluding the date (the "SPURS Remarketing Date") designated at such time by the
SPURS Agent after consultation with the Company and set forth in Annex A hereto.
The interest rate and, in the case of a floating interest rate, the Spread, if
any, and the Spread Multiplier, if any, to the SPURS Remarketing Date for this
Note in the SPURS Mode will be determined not later than 11:50 a.m., New York
City time, on the Interest Rate Adjustment Date for this Note, which for the
SPURS Mode is the first day of the SPURS Rate Period for this Note. Such
interest rate will be the minimum rate of interest and, in the case of a
floating interest rate, Spread (if any) and Spread Multiplier (if any) necessary
in the judgment of such SPURS Agent to produce a par 


                                     63
<PAGE>   64

bid in the secondary market for this Note on the date the interest is
established. The designated SPURS Remarketing Date shall be an Interest Payment
Date within such Interest Rate Period.

         (b) Mandatory Tender. Provided that the SPURS Agent gives notice to the
Company and the Trustee on a Business Day not later than ten (10) days prior to
the SPURS Remarketing Date of its intention to purchase this Note for
remarketing (the "Notification Date"), this Note shall be automatically
tendered, or deemed tendered, to the SPURS Agent for purchase on the SPURS
Remarketing Date, except in the circumstances described in "Redemption" below,
for 100% of the principal amount hereof. Upon tender, the SPURS Agent may
remarket this Note for its own account at varying prices to be determined by the
SPURS Agent at the time of such sale. From, and including, the SPURS Remarketing
Date to, but excluding, the next succeeding Interest Rate Adjustment Date, this
Note shall bear interest at the SPURS Interest Rate. If the SPURS Agent elects
to remarket this Note, the obligation of the SPURS Agent to purchase this Note
on the SPURS Remarketing Date is subject to, among other things, the conditions
that, since the Notification Date, no material adverse change in the condition
of the Company and its subsidiaries, considered as one enterprise, shall have
occurred and that no Event of Default (as defined in the Indenture), or any
event which, with the giving of notice or passage of time, or both, would
constitute an Event of Default, with respect to this Note shall have occurred
and be continuing.

         (c) Remarketing; Establishing the SPURS Interest Rate. Subject to the
SPURS Agent's election to remarket this Note, the SPURS Interest Rate shall be
determined by the SPURS Agent by 3:30 p.m., New York City time, on the third
Business Day immediately preceding the SPURS Remarketing Date (the
"Determination Date") to the nearest one hundred-thousandth (0.00001) of one
percent per annum, and shall be equal to the Base Rate established by the SPURS
Agent, after consultation with the Company, at or prior to the commencement of
the SPURS Mode (the "Base Rate") plus the Applicable Spread, which shall be
based on the Dollar Price of this Note as of the SPURS Remarketing Date.

         (d) Notification of Results; Settlement. Provided the SPURS Agent has
previously notified the Company and the Trustee on the Notification Date of its
intention to purchase this Note on the SPURS Remarketing Date, the SPURS Agent
shall notify the Company, the Trustee and DTC by telephone, confirmed in
writing, by 4:00 p.m., New York City time, on the Determination Date, of the
SPURS Interest Rate, and this Note shall be automatically delivered to the
account of the Trustee, by book-entry through DTC pending payment of the
purchase price therefor, on the SPURS Remarketing Date.

         In the event that the SPURS Agent purchases this Note on the SPURS
Remarketing Date, the SPURS Agent shall make or cause the Trustee to make
payment to the DTC participant of each tendering beneficial owner hereof, by
book-entry through DTC by the close of business on the SPURS Remarketing Date
against delivery through DTC of such beneficial owner's interest herein, of 100%
of the principal amount for this Note. If the SPURS Agent does not purchase this
Note on the SPURS Remarketing Date, the Company may attempt to convert this Note
to a new Interest Rate Mode; the interest rate will be determined as provided
above in "Interest Rate" and settlement will be effected as described under
"Remarketing and Settlement" above. In any 

                                     64
<PAGE>   65


case, the Company shall make or cause the Trustee to make payment of
interest to each beneficial owner of this Note due on the SPURS Remarketing
Date by book-entry through DTC by the close of business on the SPURS
Remarketing Date.

         The transactions set forth above shall be executed on the SPURS
Remarketing Date through DTC in accordance with the procedures of DTC, and the
accounts of the respective DTC participants shall be debited and credited and
this Note shall be delivered by book-entry as necessary to effect the purchases
and sales thereof.

         Transactions involving the sale and purchase of Notes remarketed by the
SPURS Agent on and after the SPURS Remarketing Date will settle in immediately
available funds through DTC's Same-Day Funds Settlement System.

         The tender and settlement procedures set forth above, including
provisions for payment by purchasers of this Note in the remarketing or for
payment to selling beneficial owners of this Note, may be modified to the extent
required by DTC or to the extent required to facilitate the tender and
remarketing of this Note in certificated form, if the book-entry system is no
longer available for this Note at the time of the remarketing. In addition, the
SPURS Agent may, without the consent of the Holders of the Notes, modify the
settlement procedures set forth above in order to facilitate the tender and
settlement process.

         As long as DTC's nominee holds the certificates representing this Note
in the book-entry system of DTC, no certificates for this Note shall be
delivered by any selling beneficial owner to reflect any transfer of such Notes
effected in the remarketing.

         (e) Conversion or Redemption Following Election by the SPURS Agent to
Remarket. If the SPURS Agent elects to remarket this Note on the SPURS
Remarketing Date, this Note will be subject to a mandatory tender to the SPURS
Agent for remarketing on such date, in each case subject to the conditions set
forth above and to the Company's right to either convert this Note to a new
Interest Rate Mode on the SPURS Remarketing Date or to redeem this Note from the
SPURS Agent, in each case as described in the next sentence. The Company will
notify the SPURS Agent and the Trustee, not later than the Business Day
immediately preceding the Determination Date, if the Company irrevocably elects
to exercise its right to either convert the Notes to a new Interest Rate Mode,
or to redeem the Notes, in whole but not in part, from the SPURS Agent at the
Optional Redemption Price, in each case on the SPURS Remarketing Date.

         In the event that the Company irrevocably elects to convert this Note
to a new Interest Rate Mode, then as of the SPURS Remarketing Date the Notes
will cease to be in the SPURS Mode, the SPURS Remarketing Date will constitute
an Interest Rate Adjustment Date, and this Note will be subject to remarketing
on such date by a Remarketing Agent appointed by the Company in the Commercial
Paper Term Mode or the Long Term Rate Mode or a new SPURS Mode established by
the Company in accordance with the procedures set forth herein; provided that in
such case, the notice period required for conversion shall be the period
commencing the Business Day immediately preceding the Determination Date. In
such case, the Company shall pay to the SPURS Agent the excess of the Dollar
Price of this Note over 100% of the principal 


                                     65
<PAGE>   66


amount of this Note in same-day funds by wire transfer to an account designated 
by the SPURS Agent on the SPURS Remarketing Date.

         In the event that the Company irrevocably elects to redeem this Note,
the "Optional Redemption Price" shall be the greater of (i) 100% of the
principal amount of this Note and (ii) the Dollar Price, plus in either case
accrued and unpaid interest from the SPURS Remarketing Date on the principal
amount being redeemed to the date of redemption. If the Company elects to redeem
this Note, it shall pay the redemption price therefor in same-day funds by wire
transfer to an account designated by the SPURS Agent on the SPURS Remarketing
Date.

         If notice has been given as provided in the Indenture and funds for the
redemption of any Notes called for redemption shall have been made available on
the redemption date referred to in such notice, this Note shall cease to bear
interest on the date fixed for such redemption specified in such notice and the
only right of the SPURS Agent from and after the redemption date shall be to
receive payment of the Optional Redemption Price upon surrender of this Note in
accordance with such notice.

                                OTHER PROVISIONS

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the registered owners of the securities of each series
thereunder to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the registered owners of not less than a majority in
principal amount of such securities then Outstanding of each series to be
affected. The Indenture also contains provisions permitting the registered
owners of specified percentages in principal amount of the securities of each
series thereunder at the time Outstanding, on behalf of the registered owners of
all securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the registered owner of this
Note shall be conclusive and binding upon such registered owner and upon all
future registered owners of this Note issued upon the registration of transfer
hereof or in exchange for or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.

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

                                     66
<PAGE>   67


and premium, if any, or any interest on this Note on or after the respective 
due  dates expressed herein.

         Notwithstanding anything to the contrary contained herein, if a Policy
is in effect with respect to this Note and the Insurer is not in default of its
obligations to make payments thereunder, the Insurer shall be deemed to be the
Holder of this Note for all purposes under the Indenture and shall have the
exclusive right to exercise or direct the exercise of remedies on behalf of the
Holders of this Note in accordance with the terms of the Indenture following an
Event of Default, and the principal of this Note may not be declared due and
payable immediately without the prior written consent of the Insurer.

         No reference to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and any interest
including additional amounts, on this Note at the times, places and rate, and in
the coin or currency, herein prescribed.

         The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.

         All terms used in this Note which are not defined herein and which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.

         This Note shall not be valid or become obligatory for any purpose until
the Trustee's Certificate of Authentication hereon shall have been executed by
the Trustee.



                                     67
<PAGE>   68


         IN WITNESS WHEREOF, DTE CAPITAL CORPORATION has caused this instrument
to be duly executed.

                                     DTE CAPITAL CORPORATION





                                     _________________________________________
                                     Name:
                                     Title:

Attest:

By __________________________  
   Name:
   Title:


         This is one of the Notes of the series designated herein, referred to
in the within-mentioned Indenture.

                                     THE BANK OF NEW YORK,
                                      as Trustee


                                     By _______________________________
                                        Authorized Signatory

                                        Date:



                                     68
<PAGE>   69


                   ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER

         To assign this Note fill in the form below:

         (I) or (we) assign and transfer this Note to

________________________________________________________________________________
    (Insert assignee's social security or tax identification number, if any)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

         Your signature:________________________________________________________
                        (Sign exactly as your name appears on the other side 
                        of this Note)

         Date:_____________________________________________

         Signature Guarantee:*_____________________________

         In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the date that is two years (or such shorter
period as may then be applicable under Rule 144(k) of the United States
Securities Act or 1933, as amended (the "Securities Act") (or any successor
provision)) after the later of the date of original issuance of such Notes and
the last date, if any, on which this Note is owned by the Company or any
Affiliate (as defined in the Indenture) of the Company, the undersigned confirms
that this Note is being transferred:

         CHECK ONE BOX BELOW

         (1)  [ ]   to the Company or a Subsidiary thereof; or

         (2)  [ ]   pursuant to and in compliance with Rule 144A under the
                    Securities Act; or

         (3)  [ ]   pursuant to Rule 144 under the Securities Act; or

         (4)  [ ]   pursuant to an effective registration statement under the
                    Securities Act; or

         (5)  [ ]   pursuant to another available exemption from
                    the registration requirements of the Securities Act.

         Unless one of the boxes is checked, the Trustee will refuse to register
this Note in the name of any person other than the registered Holder thereof;
provided, however, that if box (5) is checked, the Trustee (as instructed by the
Company) and the Company may require, prior to registering any transfer of 

______________________
* Signature must be guaranteed by a commercial bank, trust company or member
firm or a major stock exchange.


                                     69
<PAGE>   70

this Note, such certifications, legal opinions or other information
as the Company has reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.



                                     70
<PAGE>   71


                                                                      ANNEX A(1)

                             DTE CAPITAL CORPORATION

                       Remarketed Notes, Series A due 2038
                          Initial Interest Rate Period


CUSIP Number:              23333MAA9

Principal Amount:          $100,000,000

Original Issue Date:       June 23, 1998

Issue Price:               100%

Stated Maturity:           June 15, 2038

Initial Interest Rate:     6.17% per annum

Interest Payment Dates:    June 15 and December 15, commencing December 15, 1998

Record Dates:              15 days prior to the related Interest Payment Date

Initial Interest Rate
  Adjustment Date:         June 15, 2003



                           Subsequent Interest Rate Period(s):

CUSIP Number:

Principal Amount:

Interest Rate Adjustment Date:

Record Date(s):

Interest Payment Date(s):

________________________

(1)      Trustee may complete this Annex A or attach a copy of the applicable
         Conversion Notice or Floating Interest Rate Notice from the Company, or
         notice from the applicable Remarketing Agent containing all of the
         applicable terms set forth herein, as Annex A.


                                     71
<PAGE>   72


Interest Rate Mode:

                  [   ]    Commercial Paper Term Mode

                  [   ]    Long Term Rate Mode

                  [   ]    SPURS Mode

                           [   ]    SPURS Agent: _____________

                           [   ]    Base Rate: _________________

                           [   ]    SPURS Remarketing Date: ________________

                  [   ]    Reference Corporate Dealers:

                  [   ]    Reference Treasury Dealer: ________________

                  [   ]    SPURS Interest Rate: ___________



Interest Rate:

         [ ]  Fixed Rate:

         [ ]  Floating Rate:

                  Calculation Agent (if other than The Bank of New York):

                  Initial Interest Rate to Initial Interest Reset Date:

         Interest Rate Basis(es):

         [ ]      CD Rate
                  Index Maturity:

         [ ]      CMT Rate
                  Index Maturity:
                  Designated CMT Telerate Page:

         [ ]      Commercial  Paper Rate
                  Index Maturity:

         [ ]      Federal Funds Rate

         [ ]      LIBOR


                                     72

<PAGE>   73

                  [ ]  LIBOR Reuters
                           Index Currency:
                           Index Maturity:
                  [ ]  LIBOR Telerate
                           Index Currency:
                           Index Maturity:

         [ ]  Prime Rate

         [ ]  Treasury Rate
                  Index Maturity:

Spread (+/-):

Spread Multiplier:

Floating Rate Maximum Interest Rate:

Floating Rate Minimum Interest Rate:

Initial Interest Reset Date:

Interest Reset Date:

Interest Reset Period(s):

Day Count Convention:

         [ ]      Actual/360
         [ ]      Actual/Actual
         [ ]      30/360

Applicable Interest Rate Basis:

Optional Redemption Provisions (Long Term Rate Mode):

         Commencement Dates:

         Redemption Price:     (i) __________________%
                              (ii) __________________%
                             (iii) __________________%

         Other or Alternative Terms of Optional Repayment:


                                     73
<PAGE>   74


Early Remarketing Provisions (Long Term Rate Mode):

                  Initial Early Remarketing Date: _________________

         Initial Early Remarketing Premium: ______________

         Annual Early Remarketing Premium Percentage Reduction: _____________

         Other or Alternative Terms of Early Remarketing:

Other Provisions:
         _________________________________________________________          
         _________________________________________________________          
         _________________________________________________________          
          

                                     74
<PAGE>   75



                             STATEMENT OF INSURANCE

         MBIA Insurance Corporation (the "Insurer") has issued a policy
containing the following provisions, such policy being on file at the office of
The Bank of New York, New York, New York.

MBIA Insurance Corporation (the "Insurer"), in consideration of the payment of
the premium and subject to the terms of this policy, hereby unconditionally and
irrevocably guarantees to any owner, as hereinafter defined, of the following
described obligations, the full and complete payment required to be made by or
on behalf of the Issuer to The Bank of New York or its successor (the "Paying
Agent") of an amount equal to (i) the principal of the Obligations (as that term
is defined below) on the initial mandatory tender date of June 15, 2003 and
interest on the Obligations as such payments become due on and prior to such
initial mandatory tender date but shall not be so paid (except that in the event
of any acceleration of the due date of such principal by reason of mandatory or
optional redemption, or acceleration resulting from default or otherwise, the
payments guaranteed hereby shall be made in such amounts and at such times as
such payments of principal would have been due had there not been any such
acceleration); and (ii) the reimbursement of any such payment which is
subsequently recovered from any owner pursuant to a final judgment by a court of
competent jurisdiction that such payment constitutes an avoidable preference to
such owner within the meaning of any applicable bankruptcy law. The amounts
referred to in clauses (i) and (ii) of the preceding sentence shall be referred
to herein collectively as the "Insured Amounts." "Obligations" shall mean:

                                  $100,000,000
                    DTE Capital Corporation Remarketed Notes,
   Series A due on the initial interest rate adjustment date of June 15, 2003

Upon receipt of telephonic or telegraphic notice, such notice subsequently
confirmed in writing by registered or certified mail, or upon receipt of written
notice by registered or certified mail, by the Insurer from the Paying Agent or
any owner of an Obligation the payment of an Insured Amount for which is then
due, that such required payment has not been made, the Insurer on the due date
of such payment or within one business day after receipt of notice of such
nonpayment, whichever is later, will make a deposit of funds, in an account with
State Street Bank and Trust Company, N.A., in New York, New York, or its
successor, sufficient for the payment of any such Insured Amounts which are then
due. Upon presentment and surrender of such Obligations or presentment of such
other proof of ownership of the Obligations, together with any appropriate
instruments of assignment to evidence the assignment of the Insured Amounts due
on the Obligations as are paid by the Insurer, and appropriate instruments to
effect the appointment of the Insurer as agent for such owners of the
Obligations in any legal proceeding related to payment of Insured Amounts on the
Obligations, such instruments being in a form satisfactory to State Street Bank
and Trust Company, N.A., State Street Bank and Trust Company, N.A. shall
disburse to such owners, or the Payment Agent payment of the Insured Amounts due
on such Obligations, less any amount held by the Paying Agent for the payment of
such Insured Amounts and legally available therefor. This policy does not insure
against loss of any prepayment premium which may at any time be payable with
respect to any Obligation.


                                     75
<PAGE>   76


As used herein, the term "owner" shall mean the registered owner of any
Obligation as indicated in the books maintained by the Paying Agent, the Issuer,
or any designee of the Issuer for such purpose. The term owner shall not include
the Issuer or any party whose agreement with the Issuer constitutes the
underlying security for the Obligations.

Any service of process on the Insurer may be made to the Insurer at its offices
located at 113 King Street, Armonk, New York 10504 and such service of process
shall be valid and binding.

This policy is non-cancelable for any reason. The premium on this policy is not
refundable for any reason including the payment prior to maturity of the
Obligations.

This policy is not covered by the Property/Casualty Insurance Security Fund
specified in Article 76 of the New York Insurance Law.

MBIA INSURANCE COPRORATION


                                     76
<PAGE>   77


                                                                       EXHIBIT B


                         FORM OF LIQUIDITY PROVIDER NOTE


                                                                      (Attached)


                                     77
<PAGE>   78


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITARY") TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY . UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

                             LIQUIDITY PROVIDER NOTE

No.                                                                $____________
                             DTE CAPITAL CORPORATION

                                REMARKETED NOTES,
                                SERIES A DUE 2038

          Facility  
         Expiration           Date of             Original     
            Date              Maturity           Issue Date            CUSIP

                           June 15, 2038

         DTE CAPITAL CORPORATION, a corporation duly organized and existing
under the laws of the State of Michigan (the "Company"), for value received
hereby promises to pay to _______________________ or registered assigns, the
principal sum of $________________ on 


                                     78
<PAGE>   79

June 15, 2038, upon the presentation and surrender hereof at the
principal office of The Bank of New York, or its successor in trust (the
"Trustee"), and to pay interest on the unpaid principal balance hereof from the
Original Issue Date specified above or such date to which interest has been
paid or duly provided for, until such principal balance has been paid in full,
at such interest rates, and payable at such times, as are specified in the
applicable Standby Note Purchase Agreement and are notified to the Trustee by
the Administrative Agent under such Standby Note Purchase Agreement. Payment of
the principal of and interest on this Note will be made at the office or agency
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the person in whose name this Note is registered at the close
of business on the Record Date.

         This Note is one of a duly authorized series of Securities of the
Company (the "Notes"), issued and to be issued under an Indenture, dated as of
June 15, 1998, as amended and supplemented by the First Supplemental Indenture,
dated as of June 15, 1998 (together, the "Indenture"), between the Company and
the Trustee, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
registered owners of the Notes and of the terms upon which the Notes are, and
are to be authenticated and delivered.

         This Note is entitled to the benefit of that certain support agreement
(the "Support Agreement"), dated as of June 16, 1998, by and between the Company
and DTE Energy Company, the owner, directly or indirectly, of 100% of the
outstanding common stock of the Company and that certain assignment and pledge
of the Company's rights under the Support Agreement to the Lenders (as defined
in the Support Agreement), pursuant to the terms and conditions of the
collateral assignment agreement (the "Collateral Assignment Agreement"), dated
as of June 16, 1998, by and between the Company and the Lenders, subject in each
case to amendment or termination of the Support Agreement or, as the case may
be, the Collateral Assignment Agreement, in accordance with their respective
terms.

                       REMARKETING, TENDER AND SETTLEMENT

         In the event of a successful remarketing, this Note will automatically
be tendered for purchase, or deemed tendered for purchase, by the beneficial
owner hereof on the day set forth in a notice by the applicable Remarketing
Agent to the Company, the Liquidity Provider and the Trustee (the "Tender
Date"). The applicable Remarketing Agent will make payment to the DTC
participant of the tendering beneficial owner hereof subject to a remarketing,
by book-entry through DTC by the close of business on such Tender Date against
delivery through DTC of the beneficial owner's tendered Note, of the purchase
price for this Note, plus accrued interest, if any, to such date.

         The transactions described above for a remarketing of this Note will be
executed through DTC in accordance with the procedures of DTC, and the accounts
of the respective DTC 


                                     79

<PAGE>   80


participants will be debited and credited and this Note will be
delivered by book-entry as necessary to effect the purchases and sales hereof,
in each case as determined in the related remarketing.

         The purchase price for this Note to the beneficial owner hereof shall
be paid solely out of the proceeds received from a purchaser of this Note in
such remarketing and neither the Remarketing Agent nor the Company will be
obligated to provide funds to make payment upon any beneficial owner's tender of
this Note in a remarketing.

         The settlement procedures described above, including provisions for
payment by purchasers of this Note or for payment to the beneficial owner of
this Note, may be modified to the extent required by DTC. In addition, the
Remarketing Agent may, in accordance with the terms of the Indenture, modify the
settlement procedures set forth above in order to facilitate the settlement
process.

         As long as DTC's nominee holds the certificates representing this Note
in the book-entry system of DTC, no certificates for this Note will be delivered
by the beneficial owner hereof to reflect any transfer of this Note effected in
any remarketing.

                              TRANSFER OR EXCHANGE

         As provided in the Indenture and subject to certain limitations set
forth therein and herein, the transfer of this Note is registrable in the
Security Register, upon surrender of this Note for registration of transfer at
the office or agency of the Company in any place where the principal of and
premium, if any, and any interest on this Note are payable or at such other
offices or agencies as the Company may designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to, the
Company and the Security Register or any transfer agent duly executed, by the
registered owner hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees.

         The Notes are issuable only in fully registered form in denominations
of $100,000 and integral multiples of $1,000 in excess thereof. As provided in
the Indenture and subject to certain limitations therein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes of this series and
of like tenor of any authorized denomination, as requested by the registered
owner surrendering the same.

         No service charge shall be made for any registration of transfer or
exchange of this Note, but, subject to certain limitations set forth in the
Indenture, the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.

         Subject to the terms of the Indenture, prior to due presentment of this
Note for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, 

                                     80

<PAGE>   81

whether or not this Note is overdue, and neither the company, the Trustee nor 
any such agent shall be affected by notice to the contrary.

                                  ACCELERATION

         If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and to the effect provided in the Indenture.

                                OTHER PROVISIONS

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the registered owners of the securities of each series
thereunder to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the registered owners of not less than a majority in
principal amount of such securities then Outstanding of each series to be
affected. The Indenture also contains provisions permitting the registered
owners of specified percentages in principal amount of the securities of each
series thereunder at the time Outstanding, on behalf of the registered owners of
all securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the registered owner of this
Note shall be conclusive and binding upon such registered owner and upon all
future registered owners of this Note issued upon the registration of transfer
hereof or in exchange for or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.

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

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


                                     81
<PAGE>   82


         The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.

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

         This Note shall not be valid or become obligatory for any purpose until
the Trustee's Certificate of Authentication hereon shall have been executed by
the Trustee.

         IN WITNESS WHEREOF, DTE CAPITAL CORPORATION has caused this instrument
to be duly executed.

                                            DTE CAPITAL CORPORATION





                                            By: _______________________________

Attest:



By:____________________________





         This Note is one of the Notes of the series designated herein, referred
to in the within-mentioned Indenture.

                                          THE BANK OF NEW YORK,



                                          By: ________________________________
                                              Authorized Signatory

                                          Date:


                                     82
<PAGE>   83


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

____________________________________________________________________________|
    Please insert Social Security or Other Identifying Number of Assignee


____________________________________________________________________________
              (please print or type name and address of transferee)

the within Note and all rights thereunder and does hereby irrevocably constitute
and appoint ________________ attorney to transfer the within Note on the books
kept for registration thereof, with full power of substitution in the premises.

Dated: _________________________________        ________________________________
In the presence of:

________________________________________________________________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever. When assignment is made by a guardian,
trustee, executor or administrator, an officer of a corporation, or anyone in a
representative capacity, proof of his authority to act must accompany the Note.




                                     83
<PAGE>   84


                                                                       EXHIBIT C

                             DTE CAPITAL CORPORATION

                       REMARKETED NOTES, SERIES A DUE 2038
                           SUPPLEMENTAL COMPANY ORDER


                  Pursuant to Article Six of the First Supplemental Indenture,
dated as of June 15, 1998, to the Indenture, dated as of June 15, 1998, as
amended, you are instructed to prepare and authenticate a Note, of the series
identified above, in the principal amount of $____________. The Note is being
delivered in exchange for issued and outstanding Notes of the series identified
above.

                  IN WITNESS WHEREOF, I have hereunto set my hand this _____ day
of June __, 1998.

                                                   ___________________________
                                                   Christopher C. Arvani
                                                   Assistant Treasurer
                                                   DTE  Capital Corporation


                                     84
<PAGE>   85


                                                                       EXHIBIT D



                           [FORM OF SUPPORT AGREEMENT]

                                   (Attached)








                                     85
<PAGE>   86




                           [FORM OF SUPPORT AGREEMENT]

                                     BETWEEN
                               DTE ENERGY COMPANY
                                       AND
                             DTE CAPITAL CORPORATION



              THIS SUPPORT AGREEMENT, dated as of June 16, 1998, is between DTE
ENERGY COMPANY, a Michigan corporation ("Parent"), and DTE CAPITAL CORPORATION,
a Michigan corporation ("Subsidiary").

              WHEREAS, Parent is the owner of 100% of the outstanding common
stock of Subsidiary;

              WHEREAS, Subsidiary intends to issue $100,000,000 aggregate
principal amount of debt securities (hereinafter referred to as the "Debt
Securities," and such amount and all interest and other amounts, if any, payable
with respect thereto being hereinafter collectively referred to as "Debt") to
parties other than Parent pursuant to the Indenture dated as of June 15, 1998
(as amended or supplemented with respect to the Debt Securities, the
"Indenture") between Subsidiary and The Bank of New York (or any successor or
replacement trustee), as trustee (the "Trustee");

              WHEREAS, Parent and Subsidiary desire to take certain actions to
enhance and maintain the financial condition of Subsidiary as hereinafter set
forth in order to enable Subsidiary and its subsidiaries to incur indebtedness
on more advantageous and reasonable terms; and

              WHEREAS, the Lenders (as defined below) will rely upon this
Agreement in making loans or extending credit or otherwise acquiring Debt
Securities of Subsidiary.

              NOW THEREFORE, in consideration of the premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

               1. Stock Ownership. During the term of this Agreement, Parent
will own directly or indirectly all of the voting common stock of Subsidiary and
The Detroit Edison Company ("DECO") now or hereafter issued and outstanding.

               2. Negative Pledge. During the term of this Agreement, Parent
will not create or suffer to exist any lien, security interest or other charge
of encumbrance, upon or with respect to any voting common stock of DECO from
time to time owned directly or indirectly by Parent or any capital stock of
Subsidiary from time to time owned directly or indirectly by Parent, 



                                     86
<PAGE>   87


provided, however, that any restriction on the payment of dividends by
DECO or Subsidiary contained in any subordinated debt instrument, preferred
stock or preference stock of DECO or Subsidiary shall not constitute a lien,
security interest or other charge or encumbrance.

               3. Liquidity Provision. If, during the term of this Agreement,
Subsidiary is unable to make timely payment on the relevant payment date of
interest, principal or premium, if any, on, or other amounts due in respect of,
all or any portion of the Debt Securities issued by it or related Debt, Parent
promptly shall provide to Subsidiary, at its request, such funds (in the form of
cash or liquid assets) in an amount sufficient to permit Subsidiary to make
timely payment on the relevant payment date in respect of such Debt as equity or
as a loan, as Parent shall determine in its sole discretion. If such funds are
advanced to Subsidiary as a loan, such loan shall be on such terms and
conditions, including maturity and rate of interest, as Parent and Subsidiary
shall agree. Notwithstanding the foregoing, any such loan shall be subordinated
to any and all debt of Subsidiary owing to any lender (including any Lender)
other than Parent. Each of the parties hereto acknowledges that Parent's
obligations hereunder do not constitute a guarantee by Parent of Debt of
Subsidiary. As used herein, the term "Lender" shall mean (i) any person, firm,
corporation or other entity to which Subsidiary is indebted for any Debt or
which is acting as the Trustee or a trustee or authorized representative on
behalf of such person, firm corporation or other entity or which is acting as
SPURS Agent (as defined in the Indenture), and (ii) Citicorp Securities, Inc.
and Salomon Brothers Inc, and their respective successors (the "Initial
Purchasers"), with respect to Debt owing by Subsidiary to the Initial Purchasers
in accordance with the terms of that certain Purchase Agreement, dated as of
June 16, 1998, relating to the Debt Securities; provided that, notwithstanding
the foregoing, the claims of the Initial Purchasers shall be subordinated to the
claims of the holders of the Debt Securities and the Insurer (as defined below)
hereunder.

               4. Waivers. Parent hereby waives any failure or delay on the part
of Subsidiary in asserting or enforcing any of its rights or in making any
claims or demands hereunder. Subsidiary or any Lender may at any time, without
Parent's consent, without notice to Parent and without affecting or impairing
Subsidiary's or such Lender's rights or Parent's obligations hereunder, do any
of the following with respect to any Debt: (a) make changes, modifications,
amendments or alterations, by operation of law or otherwise, including, without
limitation, any changes in the rate of interest payable thereon or any changes
in the method of calculating the rate of interest payable thereon, (b) grant
renewals and extensions and extensions of time, for payment or otherwise, (c)
accept new or additional documents, instruments or agreements relating to or in
substitution of said Debt, or (d) otherwise handle the enforcement of their
respective rights and remedies in accordance with their business judgment.

               5. Amendment; Suspension. This Agreement may be amended or
terminated at any time by written amendment or agreement signed by both parties;
provided that such amendment or termination does not adversely affect the rights
of the Initial Purchasers; and provided further, however, that except as set
forth in the next succeeding sentence, no amendment to the Agreement which
adversely affects the rights of Subsidiary or any Lender and no termination of
this Agreement shall be effective as to Subsidiary or any Lender until such time
as all Debt owing to such Lender by Subsidiary on the date of such amendment or
termination shall have 


                                     87
<PAGE>   88

been paid in full, unless such Lender shall consent in writing to the
contrary. Notwithstanding the foregoing, (A) upon not less than 30 days prior
notice to the applicable Remarketing Agent and the Trustee, Subsidiary and
Parent may amend this Agreement (subject to the proviso that such amendment
shall not adversely affect the rights of the Initial Purchasers) on any
Interest Rate Adjustment Date (as defined in the Indenture) for Debt
Securities, effective commencing on such Interest Rate Adjustment Date;
provided that such amendment shall not be applicable to such Debt Securities
until after the Debt Securities have been tendered for remarketing and
successfully remarketed on such Interest Rate Adjustment Date; and provided
further that no such amendment shall be of such nature as would require (i)
registration or re-registration of the Debt Securities under the Securities Act
of 1933, as amended (the "Securities Act"), unless Subsidiary has a
registration statement under the Securities Act effective with respect thereto
or (ii) registration of Subsidiary under the Investment Company Act of 1940, as
amended, and (B) Parent's obligations under this Agreement shall be suspended
and shall be of no force and effect as to the parties hereto and as to all
Lenders if and for so long as (i) Subsidiary shall have a long-term debt rating
of not less than "A-" from Standard & Poor's Ratings Services or its successor
or a long-term debt rating of not less than "A3" from Moody's Investors
Service, Inc. or its successor and (ii) Parent shall have submitted a written
request to Subsidiary that its obligations under this Agreement be so suspended
(with a copy to the Trustee, if applicable) and shall not have revoked such
request in writing. Parent covenants that it will revoke any such request to
the extent that the suspension of Parent's obligations under this Agreement has
an adverse effect on any debt rating of Subsidiary. For purposes of this
Section 5, ratings shall be based upon unsecured non-credit enhanced debt of
Subsidiary.

               6. Rights of Lenders. Subsidiary hereby assigns and pledges to
the Lenders, for the ratable benefit of each Lender (subject to the
subordination of claims of the Initial Purchasers pursuant to Section 3 hereof),
Subsidiary's right under Sections 1, 2, 3 and 4 of this Agreement, and, if
Subsidiary fails or refuses to take timely action to enforce its rights under
Section 1, 2, 3 or 4 of this Agreement, any Lender may enforce such rights on
behalf of Subsidiary directly against Parent. Parent hereby consents to such
assignment and pledge. This assignment and pledge secures all obligations of
Subsidiary under the Debt. Subsidiary and Parent agree, for the benefit of the
Lenders to execute and deliver all further instruments and documents, and take
all further action, that the Lenders may request in order to perfect and protect
any security interest purported to be granted hereby or to enable the Lenders to
enforce their rights and remedies hereunder.

               7. Parity. Parent's obligations hereunder shall be pari passu
with Parent's obligations under any existing as well as additional "make-well,"
"keep-well" or support agreements (that are not by their terms subordinated) as
are entered into between Parent and Subsidiary from time to time.

               8. Notices. Any notice, instruction, request, consent, demand or
other communication required or contemplated by this Agreement shall be in
writing, shall be given or made by United States first class mail, telex,
facsimile transmission or hand delivery, addressed as follows:



                                     88
<PAGE>   89

              If to Parent:              2000 2nd Avenue
                                         Detroit, Michigan  48226-1279
                                         Attention:  Assistant Treasurer-Banking
              

              If to Subsidiary:          2000 2nd Avenue
                                         Detroit, Michigan  48226-1279
                                         Attention:  Assistant Treasurer


               9. Successors. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and is also intended for the
benefit of Lenders, and, notwithstanding that such Lenders are not parties
hereto, each Lender shall be entitled to the full benefits of this Agreement and
to enforce the covenants and agreements contained herein as set forth in Section
6. This Agreement is not intended for the benefit of any person other than
Lenders and shall not confer or be deemed to confer upon any such person any
benefits, rights or remedies hereunder.

               10. Governing Law. This Agreement shall be governed by the laws
of the State of New York.

               11. Insurer Provisions. (a) Notwithstanding anything to the
contrary herein, if a Financial Guaranty Insurance Policy (hereinafter the
"Policy") issued by MBIA Insurance Corporation (the "Insurer") is in effect with
respect to any Debt Securities and the Insurer is not in default with respect to
its obligations under the Policy, the Insurer shall be deemed a Lender for all
purposes of this Agreement and shall possess the same rights, in all respects,
as any Lender under this Agreement for such time as the Policy is in effect and
the Insurer shall possess the exclusive right to exercise or direct the exercise
of the rights of all Lenders in accordance with the terms of this Agreement.

        (b) For so long as the Policy is in effect or the Insurer is a holder of
any Debt Securities, this Agreement shall not be amended or terminated without
the prior written consent of the Insurer, and the Insurer's consent shall be
required for any action by the Subsidiary or Parent that would require the
Lenders' consent under the terms of this Agreement.

        (c) Notwithstanding anything to the contrary herein, for so long as a
Policy is in effect or the Insurer is a holder of any Debt Securities, the
Parent's obligations hereunder shall not be suspended pursuant to Section 5 of
this Agreement.


                                     89
<PAGE>   90


              IN WITNESS WHEREOF, the parties hereto have cause this Agreement
to be duly executed as of the day and year first above written.



                                           DTE ENERGY COMPANY



                                           By:______________________________
                                                 Name:
                                                 Title:



                                           DTE CAPITAL CORPORATION



                                           By:______________________________
                                                 Name:
                                                 Title:



                                     90
<PAGE>   91


                                                                       EXHIBIT E



                    [FORM OF COLLATERAL ASSIGNMENT AGREEMENT]



                                   (Attached)


                                     91
<PAGE>   92


         COLLATERAL ASSIGNMENT AGREEMENT dated as of June 16, 1998, made by DTE
CAPITAL CORPORATION, a Michigan corporation (the "Grantor"), to the Lenders (as
defined in the Support Agreement (as hereinafter defined)).

         PRELIMINARY STATEMENTS:

         (1) the Grantor and The Bank of New York, as trustee (the "Trustee")
have entered into an Indenture dated as of June 15, 1998 (the "Original
Indenture") pursuant to which the Grantor may issue its debt securities from
time to time. The Grantor and the Trustee have also entered into a supplemental
indenture (together with the Original Indenture, and as it may hereafter be
amended or otherwise modified from time to time, being the "Indenture") pursuant
to the terms of which the Grantor has agreed to issue $100,000,000 Remarketed
Notes, Series A due 2038 (the "Debt Securities").

         (2) the Grantor and the Initial Purchasers (as defined in the Support
Agreement) have entered into a Purchase Agreement, dated as of June 16, 1998,
relating to the issuance and sale of the Debt Securities by the Company.

         (3) the Grantor has entered into a support agreement, dated as of June
16, 1998 (the "Support Agreement") with DTE Energy Company, a Michigan
corporation and the parent of the Grantor (the "Parent"), to provide for support
with respect to payments due by the Grantor on the Debt Securities and related
Debt (as defined in the Support Agreement) to the Lenders, and the Grantor
desires to grant the assignment and security interest contemplated by this
Agreement in accordance with the Support Agreement. Terms defined in the Support
Agreement and not otherwise defined herein are used herein as therein defined.

         (4) the Grantor and the Lenders wish to set forth their respective
understandings as to the enforcement of the Lenders rights hereunder relating to
the Collateral (as defined below).

         NOW, THEREFORE, in consideration of the premises, and subject to the
terms and conditions set forth herein, the Grantor hereby agrees with the
Lenders as follows:

         Section 1. Collateral Assignment. The Grantor hereby assigns to the
Lenders for their ratable benefit, and hereby grants to the Lenders for their
ratable benefit a security interest in, all of the Grantor's right, title and
interest in and to the following (the "Collateral"): the Support Agreement as it
may be amended or otherwise modified from time to time) (the "Assigned
Agreement"), including, without limitation, (i) all rights of the Grantor to
receive moneys due and to become due under or pursuant to the Assigned
Agreement, (ii) all rights of the Grantor to receive proceeds of any insurance,
indemnity, warranty or guaranty with respect to the Assigned Agreement, (iii)
claims of the Grantor for damages arising out of or for breach of or default
under the Assigned Agreement, (iv) the right of the Grantor to terminate the
Assigned Agreement, to perform thereunder and to compel performance and
otherwise exercise all remedies thereunder, and (v) all proceeds of any and all
of the foregoing Collateral, subject, in each case, to the subordination
provisions set forth in Section 15 hereof.


                                     92
<PAGE>   93

         Section 2. Security for Obligations. This Agreement secures the payment
of all obligations of the Grantor now or hereafter existing under the Debt
Securities or related Debt, whether for principal, interest, premium, fees,
expenses or otherwise, and all obligations of the Grantor now or hereafter
existing under this Agreement (all such obligations of the Grantor being the
"Obligations"). Without limiting the generality of the foregoing, this Agreement
secures the payment of all amounts which constitute part of the Obligations and
would be owed by the Grantor to the Lenders but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Grantor.

         Section 3. Grantor Remains Liable. Anything herein to the contrary
notwithstanding, (a) the Grantor shall remain liable under the contracts and
agreements included in the Collateral to the extent set forth therein to perform
all of its duties and obligations thereunder to the same extent as if this
Agreement had not been executed, (b) the exercise by any Lender of any of the
rights hereunder shall not release the Grantor from any of its duties or
obligations under the Debt Securities, and the contracts and agreements included
in the Collateral, and (c) no Lender shall have any obligation or liability
under the Debt Securities, or the contracts and agreements included in the
Collateral, by reason of this Agreement, nor shall any Lender be obligated to
perform any of the obligations or duties of the Grantor thereunder or to take
any action to collect or enforce any claim for payment assigned hereunder.

         Section 4. Representations and Warranties. The Grantor represents and
warrants as follows:

                              (a) The Assigned Agreement, a true and complete
             copy of which has been furnished to the Lenders, has been duly
             authorized, executed and delivered by all parties thereto, has not
             been amended or otherwise modified except as permitted by Section
             7, is in full force and effect and is binding upon and enforceable
             against all parties thereto in accordance with its terms. There
             exists no default under the Assigned Agreement by any party
             thereto.

                              (b) The chief place of business and chief
             executive office of the Grantor and the office where the Grantor
             keeps it records concerning the Collateral are located at its
             address specified in Section 12. None of the Collateral is
             evidenced by a promissory note or other instrument (it being
             understood that the Assigned Agreement does not constitute a
             promissory note or other instrument).

                              (c) The Grantor is the legal and the beneficial
             owner of the Collateral free and clear of any lien, security
             interest, option or other charge or encumbrance except for the
             security interest created by this Agreement. No effective financing
             statement or other document similar in effect covering all or any
             part of the Collateral is on file in any recording office, except
             such as may have been filed in favor of the Lenders relating to
             this Agreement. The Grantor has no trade names but is known from
             time to time as a DTE Energy Company.


                                     93
<PAGE>   94

                              (d) This Agreement creates a valid and perfected
             first priority security interest in the Collateral, securing the
             payment of the Obligations, and all filings and other actions
             necessary or desirable to perfect and protect such security
             interest have been duly taken.

                              (e) No consent of any other person or entity and
             no authorization, approval or other action by, and no notice to or
             filing with, any governmental authority or regulatory body is
             required (i) for the grant by the Grantor of the assignment and
             security interest granted hereby or for the execution, delivery or
             performance of this Agreement by the Grantor, (ii) for the
             perfection or maintenance of the assignment and security interest
             created hereby (including the first priority nature of such
             assignment and security interest) or (iii) for the exercise by any
             Lender of its rights and remedies hereunder.

                              (f) There are no conditions precedent to the
             effectiveness of this Agreement that have not been satisfied or
             waived.

                              (g) The Grantor has, independently and without
             reliance upon any Lender and based on such documents and
             information as it has deemed appropriate, made its own credit
             analysis and decision to enter into this Agreement.

         Section 5. Further Assurances. (a) The Grantor agrees that from time to
time, at the expense of the Grantor, the Grantor will promptly execute and
deliver all further instruments and documents, and take all further action, that
may be necessary or desirable, or any Lender may reasonably request, in order to
perfect and protect the assignment and security interest granted or purported to
be granted hereby or to enable the Lenders for their ratable benefit to exercise
and enforce their rights and remedies, hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, the Grantor will execute and
file such financing or continuation statements, or amendments thereto, and such
other instruments or notices, as may be necessary or desirable, or as the
Lenders may reasonably request, in order to perfect and preserve the assignment
and security interest granted or purported to be granted hereby.

                              (b) The Grantor hereby authorizes the Lenders to
             file one or more financing or continuation statements, and
             amendments thereto, relating to all or any part of the Collateral
             without the signature of the Grantor where permitted by law. A
             photocopy or other reproduction of this Agreement or any financing
             statement covering the Collateral or any part thereof shall be
             sufficient as a financing statement where permitted by law.

         Section 6. Place of Perfection: Records. The Grantor shall keep its
chief place of business and chief executive office and the office where it keeps
its records concerning the Collateral at the location therefor specified in
Section 4(b) or, upon 30 days' prior written notice to the Lenders, at any other
locations in a jurisdiction where all action required by Section 5 shall have
been taken with respect to the Collateral. The Grantor will hold and preserve
such records 


                                     94
<PAGE>   95


and will permit representatives of the Lenders at any time during normal 
business hours to inspect and make abstracts from such records.








                                     95
<PAGE>   96



         Section 7.  As to the Assigned Agreement.

                              (a)   The Grantor shall at its expense:

                  (i) perform and observe all the terms and provisions of the
         Assigned Agreement to be performed or observed by it, maintain the
         Assigned Agreement in full force and effect, enforce the Assigned
         Agreement in accordance with its terms, and take all such action to
         such end as may be from time to time reasonably requested by the
         Lenders.

                  (ii)furnish to the Lenders promptly upon receipt thereof
         copies of all notices, requests and other documents received by the
         Grantor under or pursuant to the Assigned Agreement, and from time to
         time (A) furnish to the Lenders such information and reports regarding
         the Collateral as the Lenders may reasonably request and (B) upon
         request of the Lenders make to any other party to the Assigned
         Agreement such demands and requests for information and other reports
         or for the action as the Grantor is entitled to make thereunder.

                              (b)   The Grantor shall not:

                  (i) sell, assign (by operation of law or otherwise) or
         otherwise dispose of, or grant any option with respect to, any of the
         Collateral, or create or permit to exist any lien, security interest,
         option or other charge or encumbrance upon or with respect to any of
         the Collateral, except for the assignment and security interest under
         by this Agreement.

                  (ii)cancel or terminate the Assigned Agreement or consent to
         or accept any cancellation or termination thereof, other than in
         accordance with the terms thereof;

                  (iii) amend or otherwise modify the Assigned Agreement or give
         any consent, waiver or approval thereunder, other than in accordance
         with the terms thereof;

                  (iv)waive any default under or breach of the Assigned
         Agreement; or

                  (v) take any other action in connection with the Assigned
         Agreement which would impair the value of the interest or rights of the
         Grantor thereunder or which would impair the interest or rights of the
         Lenders.

         Section 8.  Payments Under the Assigned Agreement.

                              (a) The Grantor agrees, and has effectively so
             instructed the Parent that upon the occurrence and during the
             continuance of an Event of Default (as defined in the Indenture) or
             any event that, with the passage of time or the giving of notice,
             or both, would become an Event of Default, subject to the
             subordination provision set forth in Section 15, all payments due
             or to become due under or in connection with the Assigned Agreement
             shall be made directly to the Lenders, as applicable, at their
             respective addresses set forth in Section 12.


                                     96
<PAGE>   97


                              (b) All moneys received or collected pursuant to
             subsection (a) above shall be applied ratably to the Obligations
             owed to the Lenders in accordance with the terms hereof.

         Section 9. Lenders May Perform; Expenses (a) If the Grantor fails to
perform any agreement contained herein, any Lender may itself perform, or cause
performance of, such agreement, and the reasonable expenses of such Lender
incurred in connection therewith shall be payable by the Grantor under (b)
below.

                              (b) The Grantor will, upon demand, pay to the
             applicable Lender (in the case of the holders of the Debt
             Securities, the Trustee) the amount of any and all reasonable
             expenses, including the reasonable fees and expenses of its counsel
             and of any experts and agents, which such Lender may incur in
             connection with (1) the administration of this Agreement, (2) the
             custody or preservation of, or the sale of, collection from or
             other realization upon, any of the Collateral, (3) the exercise or
             enforcement of any rights of such Lender hereunder or (4) the
             failure by the Grantor to perform or observe any of the provisions
             hereof.

         Section 10. Remedies. If any Event of Default, or any event that, with
the passage of time or the giving of notice, or both, would become an Event of
Default, shall have occurred and be continuing:

                              (a) The Lenders may exercise any and all rights
             and remedies of the Grantor under or in connection with the
             Assigned Agreement or otherwise in respect of the Collateral,
             including, without limitation, any and all rights of the Grantor to
             demand or otherwise require payment of any amount under, or
             performance of any provision of, the Assigned Agreement.

                              (b) All payments received by the Grantor under or
             in connection with the Assigned Agreement or otherwise in respect
             of the Collateral shall be received in trust for the ratable
             benefit of the Lenders in accordance with the terms hereof, shall
             be segregated from other funds of the Grantor and shall be
             forthwith paid over to the Lenders in the same form as so received
             (with any necessary endorsement).

                              (c) The Lenders may exercise in respect of the
             Collateral, in addition to other rights and remedies provided for
             herein or otherwise available to it, all the rights and remedies of
             a secured party on default under the Uniform Commercial Code in
             effect in the State of New York at that time (the "Code") (whether
             or not the Code applies to the affected Collateral).

         Section 11. Amendments; Etc. No amendment or waiver of any provision of
this Agreement, and no consent to any departure by the Grantor herefrom shall in
any event be effective unless the same shall be in writing and signed by the
Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.


                                     97
<PAGE>   98
         Section 12. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telex or cable
communication) and mailed, telecopied, telexed, cabled or delivered to:

         if to the Grantor, at the following address:

         DTE Capital Corporation

         2000 2nd Avenue

         Detroit, MI 48226

         Attention: Corporate Secretary


         if to the Trustee or to the holders of the Debt  Securities,  at its 
address  specified for the Trustee in the Indenture;

         if to the Insurer (as defined in the Indenture), at the following 
address:

                                    MBIA Insurance Corporation
                                    113 King Street
                                    Armonk, NY 10504

                                    Attn: Insured Portfolio Management -PF

         if to the Initial Purchasers at the following addresses:

                                    Citicorp Securities, Inc.
                                    399 Park Avenue
                                    New York, NY 10043

                                    Attn: Syndicate Desk

                                    Salomon Smith Barney
                                    Seven World Trade Center
                                    New York, NY 10048

                                    Attn:  Howard L. Hiller

or, as to any party, at such other address as shall be designated by such party
in a written notice to each other Lender. All such notices and other
communications shall, when mailed or telecopied, be effective when deposited in
the mails or telecopied, respectively.

         Section 13. Continuing Assignment and Security Interest; Assignments
under the Indenture. This Agreement shall create a continuing assignment of and
security interest in the Collateral and shall (i) remain in full force and
effect until the payment in full of the Obligations 


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<PAGE>   99

and all other amounts payable under this Agreement, (ii) be binding
upon the Grantor, its successors and assigns, and (iii) inure to the benefit of
the Lenders and their respective successors, transferees and assigns. Upon the
earlier of the payment in full of the Obligations and all other amounts payable
under this Agreement or the termination of the Support Agreement in accordance
with its terms, the security interest granted hereby shall terminate and all
rights to the Collateral shall revert to the Grantor. Upon any such
termination, the Lenders will, at the Grantor's expense, execute and deliver to
the Grantor such documents as the Grantor shall reasonably request to evidence
such termination.

         Section 14.  Trustee Provisions.

                              (a) Trustee Appointed Attorney-in-Fact. The
             Grantor hereby appoints the Trustee, as the Grantor's
             attorney-in-fact to administer all matters concerning the rights of
             the holders of the Debt Securities, as Lenders, with full authority
             in the place and stead of the Grantor and in the name of the
             Grantor or otherwise, from time to time to take any action and to
             execute any instrument which is necessary or advisable or which the
             Trustee may deem necessary or advisable to accomplish the purposes
             of this Agreement with respect to the interests of the holders of
             the Debt Securities hereunder, including, without limitation:

                  (i) to ask, demand, collect, sue for, recover, compromise,
         receive and give acquittance and receipts for moneys due and to become
         due under on connection with the Collateral;

                  (ii) to receive, indorse and collect any drafts or other
         instruments or documents in connection therewith; and

                  (iii) to file any claims or take any action or institute any
         proceedings which is necessary or desirable or which the Trustee may
         deem necessary or desirable for the collection of any of the Collateral
         or otherwise to enforce compliance with the terms and conditions of the
         Assigned Agreement or the rights of the holders of the Debt Securities
         with respect to any of the Collateral.

                              (b) Payments Received By Trustee. All payments
             made under or in connection with the Assigned Agreement or
             otherwise in respect of the Collateral, and all cash proceeds in
             respect of any sale of, collection from, or other realization upon
             all or any part of the Collateral, received by the Trustee for the
             benefit of the holders of the Debt Securities shall be applied by
             the Trustee in accordance with the terms of the Indenture. Any
             surplus of such payments or cash proceeds held by the Trustee and
             the remaining after payment in full of all the Obligations shall be
             paid over to the Grantor.

                              (c) The Trustee's Duties. The Trustee shall act on
             behalf of the holders of the Debt Securities hereunder in
             accordance with the same standard of care as under the Indenture.


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<PAGE>   100


                              (d) Indemnity and Expenses. The Grantor agrees to
             indemnify the Trustee from and against any and all claims, losses
             and liabilities (including reasonable attorneys' fees and expenses)
             growing out of or resulting from this Agreement (including, without
             limitation, enforcement of this Agreement), except claims, losses
             or liabilities resulting solely from the Trustee's own negligence
             or willful misconduct.

         Section 15. Initial Purchasers' Provisions. Each Initial Purchaser is a
Lender for all purposes of this Agreement as to any amounts owing to such
Initial Purchaser in accordance with the terms of the Purchase Agreement (as
defined in the Support Agreement) and shall possess the same rights, in all
respects, as any Lender under this Agreement, except that (i) for so long as the
Policy (as defined in the Indenture) in respect of the Initial Interest Rate
Period (as defined in the Indenture) is in effect and the Insurer is not in
default of its payment obligations thereunder, the Insurer shall be entitled to
exercise or direct the exercise of the rights of the Initial Purchasers, as
Lenders, in accordance with Section 16 hereof, and (ii) the claims of the
Initial Purchasers with respect to the Collateral shall be subordinated to the
claims of the holders of the Debt Securities and, for so long as the Policy is
in effect and the Insurer is not in default of its payment obligations
thereunder, the Insurer. Subject only to the foregoing and notwithstanding any
other provision herein, including, without limitation, Section 14 hereof, the
Initial Purchasers, as Lenders, may act hereunder in their own behalf.

         Section 16. Insurer Provisions. (a) Notwithstanding anything to the
contrary herein, if a Policy issued by an Insurer is in effect with respect to
any Debt Securities and the Insurer is not in default with respect to its
obligations under the Policy, the Insurer shall be deemed a Lender for all
purposes of this Agreement and shall possess the same rights, in all respects,
as any Lender under this Agreement for such time as the Policy is in effect and
the Insurer shall possess the exclusive right to exercise or direct the exercise
of the rights of all Lenders in accordance with the terms of this Agreement.

         (b) For so long as the Policy is in effect or the Insurer is a holder
of any Debt Securities, the Insurer's consent shall be required for any action
by the Grantor that would require the Lenders' consent under the terms of this
Agreement.

         Section 17. Governing Law; Terms. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, except to
the extent that the validity or perfection of the assignment and security
interest hereunder, or remedies hereunder, in respect of any particular
Collateral are governed by the laws of a jurisdiction other than the State of
New York. Unless otherwise defined herein, terms used in Article 9 of the Code
are used herein as therein defined.


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<PAGE>   101

                  IN WITNESS WHEREOF, each of the Grantor and the other parties
indicated below has caused this Agreement to be duly executed and delivered by
its officer thereunto duly authorized as of the date first above written.


                                           DTE CAPITAL CORPORATION




                                           By: ________________________________
                                               Title:


                                           THE BANK OF NEW YORK, as Trustee




                                           By: ________________________________
                                               Authorized Signatory


                                           MBIA INSURANCE CORPORATION



                                           By: ________________________________
                                               Title:

                                           CITICORP SECURITIES, INC.




Consented to as of the date                By: ________________________________
first above written:                           Title:


DTE ENERGY COMPANY                         SALOMON BROTHERS INC




By: ________________________________       By: ________________________________
    Title:                                     Title:




                                     101
<PAGE>   102







                                     102
<PAGE>   103
                                                                       EXHIBIT F

                                [FORM OF POLICY]



                                   (Attached)


                                     103
<PAGE>   104


                                                                       EXHIBIT G





[DTE  Capital Corporation Letterhead]


                          FLOATING INTEREST RATE NOTICE


                                                                          [Date]

To:      [Remarketing Agent(s)]
         [Address]

         The Bank of New York
         101 Barclay Street
         New York, New York  10286
         Attention: Corporate Trust Trustee Administration
         Telecopy: (212) 815-5915


         Re:  Remarketed Notes, Series A due 2038 (the "Notes")

Ladies and Gentlemen:

         This Floating Interest Rate Notice relates to (i) $____________________
principal amount of the Notes (CUSIP No. ____________) and (ii) the proposed
[Long Term Rate Period] [SPURS Rate Period] of the Note (the "Interest Rate
Period") commencing on ______________ and ending on ___________. Capitalized
terms used and not otherwise defined herein shall have their respective meanings
assigned to them in the Notes.

         We hereby notify you that the above-referenced Notes will bear the
following floating rate terms during the Interest Rate Period specified above:

1.       The Interest Rate Basis(es) shall be:

         [  ]     CD Rate, where the Index Maturity will be _______________;

         [  ]     CMT Rate, where the Designated CMT Maturity Index will be
         ______________, and the Designated CMT Telerate Page will be
         _______________;

         [  ]     Federal Funds Rate;


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<PAGE>   105

         [ ]      LIBOR Reuters, where the Index Currency will be __________,
         and the Designated LIBOR Page will be ____________;

         [ ]      LIBOR Telerate, where the Index Currency will be __________,
         and the Designated LIBOR Page will be ____________;

         [  ]     Prime Rate;

         [  ]     Treasury Rate ____________.

    2. The floating interest rate will be reset as follows:

         [  ]     Initial Interest Reset Date will be _____________;

         [  ]     Interest Reset Dates will be _____________;

         [  ]     Interest Reset Period will be ______________.

3.       The interest will be paid as follows:

         [  ]     Interest Payment Dates will be _____________;

         [  ]     Interest Payment Period will be _____________;

         [  ]     Index Maturity will be _____________;

         [  ]     Floating Rate Maximum Interest Rate will be _____________;

         [  ]     Floating Rate Minimum Interest Rate will be ______________.

4.       Day Count Convention:

         [  ]     Actual/360 _____________;

         [  ]     Actual/Actual _____________;

         [  ]     30/360.

                  Applicable Interest Rate Basis:

5.       Other terms: [   ]


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<PAGE>   106


         Each Beneficial Owner of the Note will be deemed to have tendered such
Note as of the Interest Rate Adjustment Date and will not be entitled to further
accrual of interest after the Interest Rate Adjustment Date.

                                  DTE CAPITAL CORPORATION



                                  By: ____________________________
                                      Name:
                                      Title:









                                     106
<PAGE>   107


                                                                       EXHIBIT H

                           [FORM OF CONVERSION NOTICE]

                                   (Attached)








                                     107
<PAGE>   108


                      [DTE Capital Corporation Letterhead]

                                CONVERSION NOTICE

                                                                          [Date]

To:      [Remarketing Agent(s)]

         THE BANK OF NEW YORK
         101 Barclay Street, Floor 21W
         New York, New York  10286
         Attn:  Jason Gregory



                  Re:  Remarketed Notes, Series A due 2038

Dear Sirs:

         This Conversion Notice relates to $ ______ principal amount of the
Remarketed Notes (CUSIP No. ________), (the "Notes"). Capitalized terms used and
not otherwise defined herein shall have their respective meanings assigned to
them in the Notes.

         We hereby notify you each of the following, to become effective for the
Interest Rate Period commencing on _____________ (the "Conversion Date"):

         Interest Rate Mode:

                  [   ]    Commercial Paper Term Mode

                  [   ]    Long Term Rate Mode

                  [   ]    SPURS Mode

                           [   ]    SPURS Agent: _____________

                           [   ]    Base Rate: _________________

                           [   ]    SPURS Remarketing Date: ________________

                           [   ]    Reference Corporate Dealers:



                           [   ]    Reference Treasury Dealer: ________________

         [   ]    Interest Rate Period: ___________


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<PAGE>   109


                  [   ]    Interest Rate Adjustment Date: _______________

                  [   ]    Optional Redemption Provisions (Long Term Rate Mode):

                  [   ]    Commencement Date:

                  [   ]    Redemption Price:    (i) __________________%
                                               (ii) __________________%
                                              (iii) __________________%

                  [   ]    Other or Alternative Terms of Optional Redemption:

         [   ]    Early Remarketing Provisions (Long Term Rate Mode):

                  [   ]    Initial Early Remarketing Date:  _________________

                  [   ]    Initial Early Remarketing Premium:  ______________

                  [   ]    Annual Early Remarketing Premium Percentage 
                           Reduction:  __________

                  [   ]    Other or Alternative Terms of Early 
                           Remarketing:  _____________

         Each beneficial owner of the Notes will be deemed to have tendered such
Notes as of the Conversion Date and will not be entitled to further accrual of
interest after the Conversion Date.

                                  DTE CAPITAL CORPORATION



                                  By:_____________________________________
                                         Name:
                                         Title:







                                     109