<PAGE>   1
                                                             EXHIBIT 4-196


                             DTE CAPITAL CORPORATION


                                       TO


                              THE BANK OF NEW YORK
                                     TRUSTEE

                                _________________


                                    INDENTURE

                            DATED AS OF JUNE 15, 1998


                                _________________


                                 DEBT SECURITIES


<PAGE>   2




                                       
                                Table of Contents

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
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                                                                                                                 Page
<S>               <C>                                                                                             <C>
SECTION 101.      Definitions.....................................................................................1
SECTION 102.      Compliance Certificates and Opinions............................................................9
SECTION 103.      Form of Documents Delivered to Trustee..........................................................9
SECTION 104.      Acts of Holders................................................................................10
SECTION 105.      Notices, Etc...................................................................................12
SECTION 106.      Notice to Holders of Securities; Waiver........................................................13
SECTION 107.      Language of Notice, Etc........................................................................14
SECTION 108.      Trust Indenture Act............................................................................14
SECTION 109.      Effect of Headings And Table of Contents.......................................................14
SECTION 110.      Successors and Assigns.........................................................................14
SECTION 111.      Separability Clause............................................................................14
SECTION 112.      Benefits of Indenture..........................................................................14
SECTION 113.      Governing Law..................................................................................14
SECTION 114.      Legal Holidays.................................................................................14
SECTION 115.      Corporate Obligation...........................................................................15

                                                            ARTICLE TWO
                                                          SECURITY FORMS

SECTION 201.      Forms Generally................................................................................15
SECTION 202.      Form of Trustee's Certificate of Authentication................................................15
SECTION 203.      Securities in Global Form......................................................................16

                                                           ARTICLE THREE
                                                          THE SECURITIES

SECTION 301.      Amount Unlimited: Issuable in Series...........................................................17
SECTION 302.      Denominations..................................................................................23
SECTION 303.      Execution; Authentication; Delivery and Dating.................................................23
SECTION 304.      Temporary Securities; Exchange of Temporary Securities.........................................24
SECTION 305.      Registration...................................................................................25
SECTION 306.      Mutilated, Destroyed, Lost and Stolen Securities and Coupons...................................28
SECTION 307.      Payment of Interest; Interest Rights Preserved.................................................29
SECTION 308.      Persons Deemed Owners..........................................................................30
SECTION 309.      Cancellation...................................................................................31
SECTION 310.      Computation of Interest........................................................................32
SECTION 311.      Support Agreement..............................................................................32
SECTION 312.      CUSIP Numbers..................................................................................32

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                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

<TABLE>
<CAPTION>

<S>               <C>                                                                                            <C>
SECTION 401.      Satisfaction and Discharge of Indenture........................................................32
SECTION 402.      Application of Trust Money.....................................................................33
SECTION 403.      Satisfaction, Discharge and Defeasance of Securities of any Series.............................34
SECTION 404.      Reinstatement..................................................................................35

                                                           ARTICLE FIVE
                                                             REMEDIES

SECTION 501.      Events of Default..............................................................................35
SECTION 502.      Acceleration of Maturity: Rescission and Annulment.............................................37
SECTION 503.      Collection of Indebtedness and Suits for Enforcement by Trustee................................38
SECTION 504.      Trustee May File Proofs of Claim...............................................................39
SECTION 505.      Trustee May Enforce Claims Without Possession
                  of Securities or Coupons.......................................................................40
SECTION 506.      Application of Money Collected.................................................................40
SECTION 507.      Limitation on Suits............................................................................40
SECTION 508.      Unconditional Right of Holders to Receive Principal, Premium, Interest and
                  Additional Amounts.............................................................................41
SECTION 509.      Restoration of Rights and Remedies.............................................................41
SECTION 510.      Rights and Remedies Cumulative.................................................................41
SECTION 511.      Delay or Omission Not Waiver...................................................................42
SECTION 512.      Control by Holders of Securities...............................................................42
SECTION 513.      Waiver of Past Defaults........................................................................42
SECTION 514.      Undertaking for Costs..........................................................................43
SECTION 515.      Waiver of Stay or Extension Laws...............................................................43

                                                            ARTICLE SIX
                                                            THE TRUSTEE

SECTION 601.      Notice of Defaults.............................................................................43
SECTION 602.      Certain Rights of Trustee......................................................................44
SECTION 603.      Not Responsible for Recitals or Issuance of Securities.........................................45
SECTION 604.      May Hold Securities............................................................................45
SECTION 605.      Money Held in Trust............................................................................45
SECTION 606.      Compensation and Reimbursement.................................................................46
SECTION 607.      Corporate Trustee Required; Eligibility........................................................46
SECTION 608.      Disqualification, Conflicting Interests........................................................47
SECTION 609.      Resignation and Removal; Appointment of Successor..............................................47
SECTION 610.      Acceptance of Appointment by Successor.........................................................48
SECTION 611.      Merger, Conversion, Consolidation or Succession to Business....................................49
SECTION 612.      Preferential Collection of Claims Against the Company..........................................50
SECTION 613.      Appointment of Authenticating Agent............................................................50

</TABLE>


                                       ii

<PAGE>   4

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
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<S>               <C>                                                                                             <C>
SECTION 701.      Company to Furnish Trustee Names and Addresses of Holders......................................52
SECTION 702.      Preservation of Information; Communications to Holders.........................................52
SECTION 703.      Reports by Trustee.............................................................................52
SECTION 704.      Reports by Company.............................................................................53

                                                           ARTICLE EIGHT
                                       CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.      Company May Consolidate, Etc...................................................................55
SECTION 802.      Successor Person Substituted...................................................................56

                                                           ARTICLE NINE
                                                      SUPPLEMENTAL INDENTURES

SECTION 901.      Supplemental Indentures Without Consent of Holders.............................................56
SECTION 902.      Supplemental Indentures with Consent of Holders................................................58
SECTION 903.      Execution of Supplemental Indentures...........................................................59
SECTION 904.      Effect of Supplemental Indentures..............................................................59
SECTION 905.      Conformity with Trust Indenture Act............................................................59
SECTION 906.      Reference in Securities to Supplemental Indentures.............................................59

                                                            ARTICLE TEN
                                                             COVENANTS

SECTION 1001.     Payment of Principal, Premium and Interest.....................................................59
SECTION 1002.     Maintenance of Office or Agency................................................................60
SECTION 1003.     Money for Securities Payments to Be Held in Trust..............................................61
SECTION 1004.     Additional Amounts.............................................................................62
SECTION 1005.     Existence......................................................................................63
SECTION 1006.     Payment of Taxes and Other Claims..............................................................63
SECTION 1007.     Change in Nature of Business...................................................................63
SECTION 1008.     Accounting Changes.............................................................................63
SECTION 1009.     Statement by Officers as to Default............................................................63
SECTION 1010.     Waiver of Certain Covenants....................................................................64
                                                                 
                                                          ARTICLE ELEVEN
                                                     REDEMPTION OF SECURITIES

SECTION 1101.     Applicability of Article.......................................................................64
SECTION 1102.     Election to Redeem; Notice to Trustee..........................................................64
SECTION 1103.     Selection by Trustee of Securities to Be Redeemed..............................................64
SECTION 1104.     Notice of Redemption...........................................................................65
SECTION 1105.     Deposit of Redemption Price....................................................................66
SECTION 1106.     Securities Payable on Redemption Date..........................................................66
SECTION 1107.     Securities Redeemed in Part....................................................................67
</TABLE>

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<TABLE>
<CAPTION>
                                                                 
                                                          ARTICLE TWELVE
                                                           SINKING FUNDS
<S>               <C>                                                                                            <C>
SECTION 1201.     Applicability of Article.......................................................................67
SECTION 1202.     Satisfaction of Sinking Fund Payments with Securities..........................................68
SECTION 1203.     Redemption of Securities for Sinking Fund......................................................68

                                                         ARTICLE THIRTEEN
                                                 MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301.     Purposes for Which Meetings May Be Called......................................................68
SECTION 1302.     Call, Notice and Place of Meetings.............................................................69
SECTION 1303.     Persons Entitled to Vote at Meetings...........................................................69
SECTION 1304.     Quorum; Action.................................................................................69
SECTION 1305.     Determination of Voting Rights; Conduct and Adjournment of Meetings............................70
SECTION 1306.     Counting Votes and Recording Action of Meetings................................................71

</TABLE>

                                       iv
<PAGE>   6



                                                        
         INDENTURE, dated as of June 15, 1998, between DTE CAPITAL CORPORATION,
a corporation duly organized and existing under the laws of the State of
Michigan (herein called the "Company"), having its principal office at 2000
Second Avenue, Detroit, Michigan 48226, and THE BANK OF NEW YORK, a New York
banking corporation, as Trustee (herein called the "Trustee"), the office of the
Trustee at which at the date hereof its corporate trust business is principally
administered being 101 Barclay Street, Floor 21W, New York, New York 10286.

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture (as hereinafter defined) to provide for the issuance from time to time
of its debt securities (herein called the "Securities"), to be issued in one or
more series as in this Indenture provided.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders (hereinafter defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities, as follows:

                                 ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.    Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

                (1) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                (2) all other terms used herein which are defined in the Trust 
         Indenture Act, either directly or by reference therein, have the
         meanings  assigned to themtherein; 

                (3) all accounting terms not otherwise defined herein have the 
         meanings assigned to them in accordance with GAAP, and, except as
         otherwise  herein  expressly provided, the term  "GAAP" with respect
         to any  computation required or permitted hereunder shall mean such
         accounting  principles as are generally accepted  in the United States
         of America at the date of such computation;  and

                (4) the words, "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and
         not to any particular Article, Section or other subdivision.  

<PAGE>   7

          Certain  terms,  used principally in certain Articles hereof, are 
defined in those Articles.

         "Accountant" means any Person engaged in the practice of accounting who
(except when this Indenture provides that an Accountant must be Independent) may
be employed by or affiliated with the Company or an Affiliate of the Company.

         "Act", when used with respect to any holder of a Security, has the
meaning specified in Section 104.

         "Additional Amounts" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders specified
therein and which are owing to such Holders.

         "Affiliate" of any specified Person means any other person on directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting Securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Authenticating Agent" means any person authorized by the Trustee
pursuant to Section 613 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Authorized Newspaper" means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published an Saturdays, Sundays or holidays,
and of general circulation in the place in which publication is required under
the terms hereof or under the terms of a Security or in the financial community
of such place. Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in
different newspapers in the same city meeting the foregoing requirements and in
each case on any Business Day.

         "Bearer Security" means any Security established pursuant to Section
201 which is payable to bearer including, without limitation, unless the context
otherwise indicates, a Security in temporary or permanent global bearer form.

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification and delivered to the Trustee.

         "Business Day", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment, the State 

                                       2
<PAGE>   8

of Michigan or other  location are authorized or obligated by or pursuant to law
or executive order to close.

         "Cedel" means Cedel Bank, societe anonyme, a corporation organized
under the laws of the Grand Duchy of Luxembourg or, if any time after the
execution of this instrument Cedel is not existing and performing the duties now
being performed by it, then the successor Person performing such duties.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President, a
Vice President, its Treasurer, an Assistant Treasurer, its Controller, an
Assistant Controller, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

         "Consolidated" refers to the consolidation of accounts in accordance 
with GAAP.

         "Corporate Trust Office" means the principal office of the Trustee in
The City of New York, at which at any particular time its corporate trust
business shall be principally administered, which office at the date hereof is
that indicated in the introductory paragraph of this Indenture.

         "Corporation" means a corporation, association, company, joint-stock 
company or business trust.

         "Coupon" means any interest coupon appertaining to a Bearer Security.

         "Debt" of any Person at any date of determination means, without
duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or
services (other than trade payables not overdue by more than 60 days incurred in
the ordinary course of such Person's business), (c) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (d)
all obligations of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person
(even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property), (e) all obligations of such Person as lessee under leases that have
been or should be, in accordance with GAAP, recorded as capital leases, (f) all
obligations, contingent or otherwise, of such Person in respect of acceptances,
letters of credit or similar extensions of credit, (g) all obligations of such
Person in respect of interest rate swap, cap or collar agreements, interest rate
future or option contracts, currency swap agreements, currency future or option
contracts and other similar agreements, (h) all Debt of others referred to in
clauses (a)

                                       3
<PAGE>   9
through (g) above or clause (i) below  guaranteed  directly or indirectly in any
manner by such Person,  or in effect  guaranteed  directly or indirectly by such
person  through an agreement  (1) to pay or purchase  such Debt or to advance or
supply funds for the payment or purchase of such Debt, (2) to purchase,  sell or
lease (as lessee or lessor) property, or to purchase or sell services, primarily
for the purpose of enabling the debtor to make payment of such Debt or to assure
the holder of such Debt  against  loss,  (3) to supply  funds to or in any other
manner  invest in the debtor  (including  any  agreement  to pay for property or
services  irrespective of whether such property is received or such services are
rendered) or (4) otherwise to assure a creditor  against loss,  and (i) all Debt
referred to in clauses (a) through (h) above secured by (or for which the holder
of such Debt has an existing right,  contingent or otherwise,  to be secured by)
any Lien on property  (including,  without  limitation,  accounts  and  contract
rights) owned by such Person,  even though such Person has not assumed or become
liable for the payment of such Debt.

         "DECO" means The Detroit Edison Company, a Michigan corporation and a
regulated public utility.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

         "DTE Energy" means DTE Energy Company, a Michigan corporation and an
exempt holding company under the Public Utility Holding Company Act of 1935, as
amended.

         "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System, or, if at any time after the
execution of this instrument Morgan Guaranty Trust Company of New York, Brussels
Office, is not existing and performing the duties now being performed by it,
then the successor Person performing such duties.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Date" has the meaning specified in Section 304.

         "Exchange Rate" has the meaning specified in Section 501.

         "GAAP" means generally accepted accounting principles, as in effect
from time to time, as used in the United States applied on a consistent basis.

         "Holder", when used with respect to any Security, means in the case of
a Registered Security the Person in whose name the Security is registered in the
Security Register and in the case of a Bearer Security the bearer thereof and,
when used with respect to any coupon, means the bearer thereof.


                                       4
<PAGE>   10
         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "Independent", when used with respect to any specified Person, means
such a Person who is in fact independent of the Company and any other obligor
upon the Securities, does not have any direct financial interest or any material
indirect financial interest in the Company or in any such other obligor or in an
Affiliate of the Company or such other obligor and is not connected with the
Company or any such other obligor as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions.
Whenever it is herein provided that an opinion or certificate of any Independent
Person shall be furnished to the Trustee, such Person shall be appointed by
Company Order and approved by the Trustee in the exercise of reasonable care and
such opinion or certificate shall state that the signer has read this definition
and that the signer is Independent within the meaning thereof.

         "Interest", when used with respect to an original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity and, with respect to any Security which provides for the
payment of Additional Amounts pursuant to Section 1004, includes such Additional
Amounts.

         "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "Judgment Currency" has the meaning specified in Section 506.

         "Lien" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including, without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof or any agreement
to give any security interest).

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity, by
declaration of acceleration, upon any redemption or otherwise.

         "Officers' Certificate" means a certificate signed by (i) the Chairman
of the Board, the President or a Vice President of the Company, and (ii) the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

         "Opinion of Counsel" means a written opinion of counsel who shall be
acceptable to the Trustee and, where applicable, the Company which counsel may
be counsel for or an employee of the Company.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.


                                       5

<PAGE>   11
         "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

                  (i) Securities theretofore cancelled by the Security Registrar
         or Authenticating Agent or delivered to the Security Registrar or an
         Authenticating Agent for cancellation;

                  (ii) Securities for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Securities and any coupons
         thereto appertaining; provided, that if such Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or provision therefor satisfactory to the Trustee has
         been made; and

                  (iii) Securities which have been paid pursuant to Section 306
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee or Authenticating Agent proof satisfactory to it that such
         Securities are held by a bona fide purchaser in whose hands such
         Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities (a) the principal amount
of an Original Issue Discount Security that shall be deemed to be Outstanding
shall be the principal amount thereof that would be due and payable as of the
date of such determination upon acceleration of the Maturity thereof pursuant to
Section 502, (b) the principal amount of a Security denominated in a foreign
currency shall be the U.S. dollar equivalent, determined on the date of original
issuance of such Security by the Company in good faith, of the principal amount
(or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent, determined on the date of original issuance of such Security, of the
amount determined as provided in (a) above) , of such Security, and (c)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver or upon any such determination as to the
presence of a quorum, only Securities which the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

         "Paying Agent" means any Person, including the Company, authorized by
the Company to pay the principal of (and premium, if any) or interest on any
Securities on behalf of the Company.

                                       6

<PAGE>   12
         "Person" means any individual, partnership, corporation (including a
business trust), joint-stock company, trust, unincorporated association, joint
venture, limited liability company or other entity or a government or any
political subdivision or agency thereof.

         "Place of Payment", when used with respect to the Securities of any
series, means the Corporate Trust Office of the Trustee or such place or places
specified in a supplemental indenture where, subject to the provisions of
Section 1002, the principal of (and premium, if any) and interest on the
Securities of that series are payable as specified in accordance with Section
301.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

         "Redemption Date", when used with respect to any Security or portion
thereof to be redeemed, means the date fixed for such redemption by or pursuant
to this Indenture.

         "Redemption Price", when used with respect to any Security or portion
thereof to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.

         "Registered Security" means any Security established pursuant to
Section 201 which is registered in the Security Register.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date, if any,
specified in such Security as the "Regular Record Date".

         "Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trust Division, Trustee Administration (or any
successor group of the Trustee), including any vice president, any assistant
vice president, the secretary, any assistant secretary, any trust officer or
assistant trust officer, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Security Register" has the meaning specified in Section 305.

         "Security Registrar" means the Person appointed by the Company to
register Registered Securities and transfers of Registered Securities as
provided in Section 305.

                                       7
<PAGE>   13
         "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any series means the date determined pursuant to
Section 307.

         "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

         "Subsidiary" of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which) more
than 50% of (a) the issued and outstanding capital stock having ordinary voting
power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency), (b) the interest in the capital or profits of such limited
liability company, partnership or joint venture or (c) the beneficial interest
in such trust or estate is at the time directly owned or controlled by such
Person, by such Person and one or more of its other Subsidiaries or by one or
more of such Person's other Subsidiaries.

         "Support Agreement" means an agreement, by and between the Company and
DTE Energy, in support of any series of Debt Securities.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that Series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rule or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be except as provided in
Section 905.

         "United States" means the United States of America (including the
states thereof and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction.

         "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

         "U.S. Depositary" or "Depositary" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depositary by the Company pursuant to Section 301, which must
be a clearing agency registered under the Exchange Act, and, if so provided
pursuant to Section 301 with respect to any Security, any successor to such
Person. If at any time there is more than one such Person, "U.S. Depositary" or

                                       8

<PAGE>   14
"Depositary" shall mean, with respect to any Securities, the qualifying entity
which has been appointed with respect to such Securities.

         "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

         "Voting Stock" means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for the election of directors
(or persons performing similar functions) of such Person, even if the right so
to vote has been suspended by the happening of such a contingency.

SECTION 102. Compliance Certificates and Opinions.

         Except as otherwise expressly provided by this Indenture, upon any
application or request by the Company (i) to the Trustee to take any action
under any provision of this Indenture or (ii) to any Authenticating Agent to
authenticate Securities of any series upon original issuance, the Company shall
furnish to the Trustee or such Authenticating Agent (with a copy to the Trustee)
an Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with,
an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, and, in the case of
conditions precedent compliance with which is subject to verification by
Accountants, engineers, appraisers or other experts, a certificate or opinion of
an Accountant, engineer, appraiser or other expert (which Accountant, engineer,
appraiser or other expert shall be Independent if required by the Trust
Indenture Act) , except that in the case of any such application or request as
to which the furnishing of such documents is specifically required by. any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

             (1) a statement that each individual signing such certificate or
         opinion has read such covenant or condition and the definitions  herein
         relating thereto;

             (2) a brief statement as to the nature and scope of the examination
         or  investigation  upon which the  statements or opinions  contained in
         such  certificate  or opinion are based;

             (3) a statement  that, in the opinion  of each  such  individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed  opinion as to whether or not such  covenant
         or condition has been complied with; and 

            (4) a statement as to whether, in the opinion of each such 
         individual,  such covenant or condition has been complied with.

                                       9
<PAGE>   15
 
SECTION 103.    Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous. Any Opinion of Counsel may be based on the written
opinion of other counsel, in which event such Opinion of Counsel shall be
accompanied by a copy of such other counsel's opinion and shall include a
statement to the effect that such counsel believes that such counsel and the
Trustee may reasonably rely upon the opinion of such other counsel.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

 SECTION 104.   Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice, 
        consent, waiver or other action provided by this Indenture to be given
        or taken by Holders may be embodied in and evidenced by one or more 
        instruments of substantially similar tenor signed by such Holders
        in person or by an agent duly appointed in writing.  If Securities of a
        series are issuable as Bearer Securities, any request, demand, 
        authorization, direction, notice, consent, waiver or other action 
        provided by this Indenture to be given or taken by Holders of such  
        series may, alternatively, be embodied in and evidenced by the record 
        of Holders of Securities of such series voting in favor thereof, either
        in person or by proxies duly appointed in writing, at any meeting of 
        Holders of Securities of such series duly called and held in accordance
        with the provisions of Article Thirteen, or a combination of such  
        instruments and any such record.  Except as herein otherwise expressly 
        provided, such action shall become effective when such instrument or 
        instruments or record or both are delivered to the Trustee and,  where 
        it is hereby expressly required, to the Company.  Such instrument or 
        instruments and any such record (and the action embodied therein and 
        evidenced thereby) are herein sometimes referred to as the "Act" of 
        the Holders signing such instrument or instruments and so voting at any
        such meeting. Proof of execution of any such instrument or of a writing
        appointing any such agent, or of the holding by any Person of a 
        Security, shall be sufficient for any purpose of this Indenture and 
        conclusive

                                       10
 
<PAGE>   16
         in favor of the Trustee and the Company, if made in the manner provided
         in this  Section.  The record of any  meeting of Holders of  Securities
         shall be proved in the manner provided in Section 1306.

                  Without limiting the generality of this Section 104, unless
         otherwise established in or pursuant to a Board Resolution or set forth
         or determined in an Officers' Certificate, or established in one or
         more indentures supplemental hereto, pursuant to Section 301, a Holder,
         including a U.S. Depositary that is a Holder of a global Security, may
         make, give or take, by a proxy, or proxies, duly appointed in writing,
         any request, demand, authorization, direction, notice, consent, waiver
         or other action provided in this Indenture to be made, given or taken
         by Holders, and a U.S. Depositary that is a Holder of a global Security
         may provide its proxy or proxies to the beneficial owners of interests
         in any such global Security through such U.S. Depositary's standing
         instructions and customary practices.

                  The Trustee or the Company shall fix a record date, which
         shall be not more than 60 days prior to the first solicitation of such
         Holders, for the purpose of determining the Persons who are beneficial
         owners of interest in any permanent global Security held by a U.S.
         Depositary entitled under the procedures of such U.S. Depositary to
         make, give or take, by a proxy or proxies duly appointed in writing,
         any request, demand, authorization, direction, notice, consent, waiver
         or other action provided in this Indenture to be made, given or taken
         by Holders. If such a record date is fixed, the Holders on such record
         date or their duly appointed proxy or proxies, and only such Persons
         shall be entitled to make, give or take such request, demand,
         authorization, direction, notice, consent, waiver or other action,
         whether or not such Holders remain Holders after such record date. No
         such request, demand, authorization, direction, notice, consent, waiver
         or other action shall be valid or effective if made, given or taken
         more than 120 days after such record date.

                  (b)  The fact and date of the execution by any Person of any 
        such instrument or writing may be proved by the  affidavit  of a
        witness of such execution or by a certificate of a notary public or
        other officer authorized by law to take acknowledgments of deeds,
        certifying that the individual signing such instrument or writing 
        acknowledged to him the execution thereof.  Where such  execution  is   
        by a signer acting in a capacity other than his individual capacity,
        such  certificate  or affidavit shall also constitute   sufficient
        proof of his authority.  The fact and date of the execution of any such
        instrument  or writing, or the authority of the Person  executing the
        same, may also be proved in any other manner which the Trustee deems
        sufficient.

                  (c) The ownership, principal amount and serial numbers of 
        Registered Securities held by any Person, and the date of commencement
        and the date of termination  of holding the same, shall be proved by
        the Security Register. 

                  (d) The  ownership,  principal  amount  and serial numbers  
        of  Bearer Securities held by any Person, and the date of holding the
        same,   may be proved  by the  production  of such  Bearer  Securities 
        or by a certificate executed, as depositary, by any trust company,
        bank, banker or other depositary,  wherever  situated,  if such 
        certificate shall be deemed by the  Trustee  to be  satisfactory, 
        showing  that at the date therein  mentioned such Person had


                                       11
<PAGE>   17
 
         on  deposit  with such  depositary,  or  exhibited  to it,  the  Bearer
         Securities  therein  described;  or such  facts  may be  proved  by the
         certificate or affidavit of the Person holding such Bearer  Securities,
         if such  certificate  or  affidavit  is  deemed  by the  Trustee  to be
         satisfactory.  The  Trustee  and  the  Company  may  assume  that  such
         ownership  of  any  Bearer   Security   continues   until  (1)  another
         certificate or affidavit  bearing a later date issued in respect of the
         same  Bearer  Security  is  produced,  or (2) such  Bearer  Security is
         produced  to the  Trustee  by some  other  Person,  or (3) such  Bearer
         Security is surrendered in exchange for a Registered  Security,  or (4)
         such Bearer Security is no longer Outstanding. The ownership, principal
         amount and serial numbers of Bearer Securities held by any Person,  and
         the date of holding  the same,  may also be proved in any other  manner
         which the Trustee deems sufficient.

              (e)    If the Company shall solicit from the Holders of any 
         Registered Securities any request,  demand,  authorization,  direction,
         notice, consent, waiver or other Act, the Company may at its option, by
         a Board  Resolution,  fix in advance a record date,  which shall be not
         more than 60 days prior to the first solicitation of such Holders,  for
         the determination of Holders of Registered  Securities entitled to give
         such request, demand, authorization, direction, notice, consent, waiver
         or other Act,  but the Company  shall have no  obligation  to do so. If
         such a record  date is  fixed,  such  request,  demand,  authorization,
         direction,  notice, consent, waiver or other Act may be given before or
         after such record date,  but only the Holders of Registered  Securities
         of record at the close of  business on such record date shall be deemed
         to be Holders for the purposes of  determining  whether  Holders of the
         requisite  proportion  of  Outstanding  Securities  have  authorized or
         agreed or consented to such request, demand, authorization,  direction,
         notice,  consent,  waiver  or  other  Act,  and for  that  purpose  the
         Outstanding  Securities  shall  be  computed  as of such  record  date;
         provided  that no  such  authorization,  agreement  or  consent  by the
         Holders on such record date shall be deemed  effective  unless it shall
         become effective pursuant to the provisions of this Indenture not later
         than six  months  after  the  record  date. 

         
             (f)     Any  request,  demand, authorization,  direction,  notice, 
         consent,  waiver or other Act of the Holder of any Security  shall bind
         every  future  Holder  of the same  Security  and the  Holder  of every
         Security  issued  upon  the  registration  of  transfer  thereof  or in
         exchange  therefor  or in lieu  thereof in respect  of  anything  done,
         omitted  or  suffered  to be  done by the  Trustee  or the  Company  in
         reliance  thereon,  whether or not notation of such action is made upon
         such Security. Notices, Etc., to Trustee and Company.

SECTION 105.         Notices, etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

             (1) the Trustee by any Holder or by the Company shall be made, 
         given, furnished or filed in writing to or with the Trustee at its 
         Corporate Trust Office and unless otherwise herein expressly provided,
         any such document shall be deemed to be sufficiently made, given, 
         furnished or filed upon its receipt by a Responsible Officer of the 
         Trustee, or


                                       12

<PAGE>   18

            (2) the Company by the Trustee or by any Holder shall be sufficient
        for every purpose hereunder (unless otherwise herein expressly
        provided) if in writing and mailed, first-class postage prepaid, to
        the Company addressed to it at the address of its principal office
        specified in the first paragraph of this instrument, or at any other
        address previously furnished in writing to the Trustee by the Company.

 SECTION 106.   Notice to Holders of Securities; Waiver.

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event,

            (1)  such notice shall be sufficiently given to Holders of 
        Registered Securities if in writing and mailed, first-class postage
        prepaid, to each Holder of a Registered Security affected by such
        event, at the   address of such Holder as it appears in the Security
        Register, not later than the latest date, and not earlier than the
        earliest date, prescribed for the giving of such notice; and

            (2)  such notice shall be sufficiently given to Holders of Bearer 
         Securities if published on a Business Day in an Authorized Newspaper in
         The  City of New  York  and in such  other  city  or  cities  as may be
         specified in such Securities,  at least twice, each such publication to
         be not earlier  than the earliest  date,  and not later than the latest
         date,  prescribed  for the giving of such notice.  

            In case by reason of the suspension of regular mail service or by
         reason of any other cause it shall be impracticable to give such
         notice to Holders of Registered Securities by mail, then such  
         notification  as shall be made with the approval of the Trustee shall
         constitute a sufficient notification for every purpose hereunder. 
         In any case where notice to Holders of Registered Securities is
         given by mail, neither the failure to mail such notice, nor any
         defect in any notice so mailed, to any particular Holder of a
         Registered Security, shall affect the sufficiency of such notice
         with respect to other Holders of Registered Securities or the
         sufficiency of any notice to Holders of Bearer Securities given
         as provided herein..

         In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
holders of Registered Securities given as provided herein.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

                                       13

<PAGE>   19

SECTION 107.   Language of Notice, Etc.

         Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

SECTION 108.   Trust Indenture Act.

          The parties hereto agree that this Indenture shall be subject to the
provisions of the Trust Indenture Act that are required to be part of an
Indenture to be qualified under the Trust Indenture Act, and that all provisions
which the Trust Indenture Act provides as automatically deemed to be included in
an indenture to be qualified thereunder shall be included herein. In the event
of any conflict between the provisions hereof and the provisions of the Trust
Indenture Act, the provisions of the Trust Indenture Act shall control.

SECTION 109.   Effect of Headings And Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 110.   Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

SECTION 111.   Separability Clause.

         In case any provision in this Indenture or the Securities or coupons
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

SECTION 112.   Benefits of Indenture.

         Nothing in this Indenture or the Securities or coupons, express or
implied, shall give to any Person, other than the parties hereto, their
successors hereunder and the Holders of Securities and coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

SECTION 113.   Governing Law.

         This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in such
state.

SECTION 114.   Legal Holidays.

         Except as specified pursuant to Section 301, in any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Security shall
not be a Business Day at any Place of Payment, or where any date on which notice
is required to be mailed or published shall

                                       14
 
<PAGE>   20
not be a Business Day at the Corporate Trust Office, then (notwithstanding  any
other provision of this Indenture or of the Securities or coupons other than a
provision in the Securities of any series which specifically states that such
provision shall apply in lieu of this Section) payment of interest or principal
(and premium, if any) or mailing or publication of such notice need not be made
at such Place of Payment or at such Corporate Trust Office on such date, but may
be made, mailed or published on the next succeeding Business Day at such Place
of Payment or at such Corporate Trust Office with the same force and effect as
if made on the Interest Payment Date or  Redemption Date, or at the Stated
Maturity,  or other required date for the mailing or publication of such notice,
as the case may be, and in the case of payment to be made on any such Security,
no interest shall accrue or be payable as a result of the making of such payment
after any such nominal date, provided such payment is made in full on such next
succeeding Business Day.

SECTION 115.   Corporate Obligation.

         No recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, stockholder, officer, director or
employee of the Company or the Trustee or of any predecessor or successor of the
Company or the Trustee with respect to the Company's obligations on the
Securities or the obligations of the Company or the Trustee under this Indenture
or any certificate or other writing delivered in connection herewith or
therewith except as otherwise expressly provided in any such certificate or
other writing.

                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.   Forms Generally.

         The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be in such form
(including temporary or permanent global form) as shall be authorized by a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any Securities exchange or as
may, consistently herewith, be determined by the officers executing such
Securities or coupons, as evidenced by their execution of the Securities or
coupons.

         Unless otherwise specified as contemplated by Section 301, Bearer
Securities other than Bearer Securities in global form shall have interest
coupons attached.

         The definitive Securities and coupons, if any, shall be printed,
typewritten, lithographed or engraved on steel engraved borders or may be
produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities or coupons.

SECTION 202. Form of Trustee's Certificate of Authentication.

         The Trustee's certificate of authentication shall be in substantially
the following form:


                                       15
  
<PAGE>   21
       This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                         The Bank of New York
                                           as Trustee


                                         By
                                           __________________________________
                                                        Authorized Signatory

SECTION 203.   Securities in Global Form.

         If Securities of a series are issuable in global form, then any such
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of
outstanding Securities represented thereby shall be made by the Security
Registrar in such manner and upon instructions given by such Person or Persons
as shall be specified in such Security or in a Company Order delivered to the
Security Registrar with such Security. Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee or Authenticating Agent shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified in such Security or
in a Company Order delivered pursuant to Section 303 or Section 304, as
applicable. If a Company Order pursuant to Section 303 or Section 304 has been,
or simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel.

         The provisions of the last sentence of Section 303 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Security Registrar the Security in
global form together with written instructions (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) (a copy of
which instructions shall be delivered to the Trustee) with regard to the
reduction in the principal amount of Securities represented thereby, together
with the written statement contemplated by the last sentence of Section 303.

         Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest on any Security in permanent global form shall be made to
the Holder thereof.

         Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
or of the Trustee shall treat a Person as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i) in the case of a
permanent global Security in registered form, the Holder of such permanent
global Security in registered form, or (ii) in the case of a permanent global
Security in Bearer form, the Person or Persons as may be specified pursuant to
Section 301.



                                       16

<PAGE>   22
                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301.   Amount Unlimited: Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to one or more Board Resolutions, and set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto:

             (1) the title of the Securities of the series in which such 
          Securities shall be included;

             (2) any limit upon the aggregate principal amount of the Securities
          of the series  which may be  authenticated  and  delivered  under this
          Indenture  (except for  Securities  authenticated  and delivered  upon
          registration  of transfer of, or in exchange for, or in lieu of, other
          Securities  of the series  pursuant to Section 304,  305,  306, 906 or
          1107 and except for any Securities which, pursuant to Section 303, are
          deemed never to have been  authenticated and delivered  hereunder) 

              (3) whether Securities of the series are to represent senior or 
          subordinated indebtedness of the Company;  

              (4)  whether Securities of the series are to be issuable as 
          Registered Securities, Bearer Securities or both, whether Securities
          of the series are to be issuable with or without coupons or both,
          whether any Securities of the series are to be issuable  initially in
          temporary global form and whether any Securities of the series are to
          be issuable in permanent global form and, if so, whether beneficial
          owners of interests in any such permanent global Security may exchange
          such interests for Securities of such series and of like tenor of any
          authorized form and denomination and the circumstances under which any
          such exchanges may occur, if other than in the manner provided in
          Section 305, the name of the Depositary or the U.S. Depositary, as the
          case may be, with respect to such global Security; 

             (5) (i) the Person to whom any interest on any Registered Security 
          of the series shall be payable, if other than the Person in whose name
          that Security (or one or more Predecessor Securities) is registered at
          the close of business on the Regular Record Date for such interest,
          (ii) the manner in which, or the Person to whom, any interest on any
          Bearer Security of the series shall be payable, if otherwise than upon
          presentation and surrender of the coupons appertaining thereto as they
          severally mature, and (iii) the extent to which, or the  manner in
          which, any interest payable on a temporary global Security on an
          Interest Payment Date will be paid if other than in the manner
          provided in Section 304; 


                                       17

<PAGE>   23

                  (6)    the date or dates on which the  principal (and  
          premium, if any) of the Securities of the series is payable or the 
          method of determination thereof;

                  (7)    the rate or rates at which the Securities of the series
          shall  bear  interest,  if any,  or the  method  or  methods,  if any,
          pursuant to which such rate or rates shall be determined,  the date or
          dates  from  which any such  interest  shall  accrue or the  method or
          methods,  if any,  by  which  such  dates  are to be  determined,  the
          Interest Payment Dates on which any such interest shall be payable and
          the Regular  Record  Date,  if any,  for any  interest  payable on any
          Registered  Securities on any Interest  Payment Date whether and under
          what  circumstances  Additional  Amounts on such  Securities or any of
          them shall be  payable,  and the basis upon  which  interest  shall be
          calculated,  if other  than  that of a 360-day  year of twelve  30-day
          months;

                  (8)    the place or places where, subject to the provisions 
          of Section  1002, the principal of (and  premium, if any) and 
          interest (including Additional Amounts) on Securities of the series 
          shall be payable, any Registered Securities of the series may be 
          surrendered for registration of transfer, Securities of the series 
          may be surrendered for exchange, notices and demands to or upon the 
          Company in respect of the Securities of the series and this Indenture
          may be served and where notice to Holders pursuant to Section 106 
          will be published; 

                  (9)     whether the  Securities of a series or any of them are
          to be  redeemable at the option of the Company and, if so, the date or
          dates on which,  the  period or  periods  within  which,  the price or
          prices at which and the terms and conditions upon which  Securities of
          the series may be redeemed,  in whole or in part, at the option of the
          Company; 

                  (10)    whether the Company is obligated to redeem or purchase
          Securities  of the series  pursuant to any sinking  fund or  analogous
          provisions or at the option of a Holder  thereof and the date or dates
          on which,  the period or period within  which,  the price or prices at
          which and the terms and condition upon which  Securities of the series
          shall be redeemed or purchased,  in whole or in part, pursuant to such
          obligation and any provision for the  remarketing of the Securities of
          the series so redeemed or purchased;  

                  (11)    the denominations in which any Registered Securities 
          of the  series  shall be issuable, if other than the denominations
          provided in Section  302, and the denomination or denominations in
          which any Bearer Securities of the series shall be issuable, if other
          than the denominations provided in Section 302; 

                  (12)    if other than the principal amount thereof, the 
          portion of the principal amount of the Securities of the series or 
          any of them which  shall be payable upon declaration of acceleration  
          of the Maturity thereof pursuant to Section 502 or the method by 
          which such portion is to be determined; 

                  (13)    if other than such coin or currency of the United 
          States of America is at the time of payment legal tender for payment 
          of public or private debts, the coin or currency, composite 
          currencies or currency unit or units in which payment of the 


                                       18
 
<PAGE>   24
          principal  of (and  premium,  if any) or  interest,  if any, on or any
          Additional  Amounts in respect of the  Securities of the series or any
          of them shall be payable;  


                   (14)  if the principal of (and  premium,  if any) or interest
          on the Securities of the series are to be payable,  at the election of
          the  Company or a Holder  thereof,  in a coin or  currency,  composite
          currencies  or  currency  unit or units  other  than that in which the
          Securities are stated to be payable,  the currency in which payment of
          the principal of (and  premium,  if any) and interest on Securities of
          such series as to which such  election  is made shall be payable,  and
          the periods within which and the terms and conditions  upon which such
          election  is to be made;  

                   (15)  whether  the  amount  of  payments  of principal of 
          (and premium, if any) or interest (including  Additional Amounts),  if
          any, on the Securities of the series may be determined  with reference
          to an index,  formula or other method (which index,  formula or method
          may be based, without limitation, on one or more currencies,  currency
          units,  composite  currencies,  commodities,  equity  indices or other
          indices),  and,  if so,  the terms and  conditions  upon which and the
          manner in which such amounts shall be determined  and paid or payable;

                   (16)  whether  the  principal  of (and  premium,  if any) 
          or interest (including  Additional Amounts), if any, on the
          Securities of the series are to be  payable,  at the  election of the
          Company or any Holder  thereof or otherwise,  in a currency or 
          currencies,  currency unit or units or composite  currency or
          currencies  other than that in which such  Securities or any of them
          are  denominated or stated to be payable,  the period or periods
          within which,  and the other terms and conditions  upon which,  such 
          election,  if any, may be made, and the time and manner of
          determining  the exchange rate between the currency or  currencies, 
          currency  unit or  units  or  composite  currency  or currencies in
          which such  Securities or any of them are denominated or stated to be
          payable and the currency or currencies,  currency unit or units or
          composite  currency or currencies in which such Securities or any  of 
          them  are  to  be  so  payable;

        
                  (17)   any  deletions  from, modifications of or additions to
          the Events of Default or  covenants of the Company with respect to the
          Securities of the series or any of them, whether or not such Events of
          Default  or  covenants  are  consistent  with the Events of Default or
          covenants set forth herein;

                  (18)   if the  Securities of the series are to be issuable in 
          definitive  form (whether  upon  original  issue or upon exchange of a
          temporary  Security  of such  series)  only upon  receipt  of  certain
          certificates or other  documents or satisfaction of other  conditions,
          then the form and terms of such certificates, documents or conditions;

                  (19)   with  respect to any  Securities  that may be issued 
          in a private offering, the restrictions on transfer and legends
          relating to such Securities of the series and whether Securities of
          the series are entitled to registration or exchange rights;
        

                                       19

<PAGE>   25
  
                (20) if there is more than one Trustee, the identity of the 
         Trustee  and,  if not the  Trustee,  the  identity  of  each  Security
         Registrar,  Paying Agent and/or  Authenticating  Agent with respect to
         the Securities of the series;
         
                (21) whether the Securities or such series will be entitled to 
         the benefit of a Support Agreement between the Company and DTE Energy,
         or other form of credit enhancement;
         
                (22) whether any of the Securities of a series shall be issued 
         as Original Issue Discount Securities;  
         
                (23) whether a credit facility or other  form of credit 
         support will apply to Securities of such series,  which may be 
         different  from any credit facility for any other series;  and 
         
                (24) any other terms of the  Securities of the series or any of
         them (which terms shall not be  inconsistent  with the  provisions  of
         this  Indenture). 
         
               All  Securities of any one series,  and the coupons 
         appertaining  to any  Bearer  Securities  of  such  series,  shall  be
         substantially  identical  except  as to  denomination  and the rate or
         rates of interest,  if any, and Stated  Maturity,  the date from which
         interest, if any, shall accrue and except as may otherwise be provided
         by the Company in or pursuant to one or more Board Resolutions and set
         forth in such Officers'  Certificate or in any indenture or indentures
         supplemental  hereto  pertaining  to such  series of  Securities.  All
         Securities  of any one series need not be issued at the same time and,
         unless otherwise so provided by the Company,  a series may be reopened
         for issuances of additional  Securities of such series or to establish
         additional terms of such series of Securities.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
(including but not limited to such Board Resolution) shall be certified by the
Secretary or an Assistant Secretary of the Company or certified by Company Order
and delivered to the Trustee at or prior to the delivery of the Officers'
Certificate or Company Order setting forth the terms of the series.

         The Trustee shall be entitled to receive the following only at or
before the issuance of the first Security of each series issued under this
Indenture:

                
                (a) Opinion(s) of Counsel.  Opinion(s) of Counsel (such counsel
         being entitled to rely upon certificates,      opinions or by Section
         103 and, as to matters involving the laws of any  state other than the
         state in which such counsel is admitted  to practice, upon an Opinion
         of Counsel who shall be  satisfactory to the Trustee) complying with
         the requirement of Section 102, if applicable, containing such
         qualifications and assumptions as may be appropriate in the
         circumstances,  and addressed to the Trustee substantially to the
         effect that:

                (i) the Company is a corporation duly organized and validly     
         existing in good standing under the laws of the State of Michigan,
         with corporate power and authority to own its properties and conduct
         its business as currently conducted;

                                       20

<PAGE>   26


                  (ii) the Indenture and, if applicable, any supplemental 
          indenture  that is permitted by Sections 201 and 301 and which relates
          to the series of Securities to which such opinion  relates,  have been
          duly authorized,  executed and delivered by the Company and constitute
          the legal, valid and binding  obligations of the Company,  enforceable
          (except for Section 111 of the  Indenture  as to which no opinion need
          be  expressed)  in  accordance  with  their  terms  (assuming  the due
          authorization,  execution and delivery thereof by the Trustee), except
          as such  enforceability  is subject  to the  effect of any  applicable
          bankruptcy,  insolvency,  reorganization  or other law  relating to or
          affecting  creditors'  rights  generally and to general  principles of
          equity  (regardless of whether such  enforceability is considered in a
          proceeding in equity or at law);

                  (iii) the execution and delivery of the Indenture and, if 
          applicable,  any supplemental  indenture that is permitted by Sections
          201 and 301 and which  relates  to the series of  Securities  to which
          such  opinion  relates,  do not and,  assuming  no change in the facts
          existing on the date such opinion is rendered,  the performance of and
          compliance  with the terms and  provisions  of the  Indenture  and, if
          applicable,  any such  supplemental  indenture,  will not  result in a
          breach  or  violation  of any of  the  terms  and  provisions  of,  or
          constitute a default under, any existing statute,  rule, regulation or
          order  of  any  governmental  agency  or  body  or  any  court  having
          jurisdiction over the Company or any of its properties or, to the best
          of the knowledge of such counsel, any existing agreement or instrument
          to which the Company is a party or by which the Company is bound or to
          which any of the properties of the Company is subject, or the existing
          charter or bylaws of the Company; 


                (iv) if  applicable,  the Indenture has been duly qualified 
          under the Trust  Indenture  Act. 

                (v) the series of Securities to which such opinion relates,  
          together  with any coupons  appertaining  thereto,  have been duly and
          validly  authorized by all necessary  corporate  action on the part of
          the Company,  and any such Security,  when the terms thereof have been
          established  in  accordance  with the terms of the  Indenture and when
          such Security has been executed and  authenticated  in accordance with
          the terms of the Indenture (assuming the due authentication, execution
          and delivery thereof by the Trustee or any Authenticating Agent, which
          fact counsel need not verify by an inspection of such  Securities) and
          delivered  and  paid  for  in   accordance   with  the  terms  of  any
          underwriting agreement,  agency agreement or other agreement providing
          for the sale thereof, will constitute (assuming no change in the facts
          or in the law and governmental  rules and regulations,  in either case
          in  existence  on the date such  Opinion of Counsel is  rendered)  the
          legal,  valid and binding  obligation of the Company,  enforceable  in
          accordance with its terms, except as such enforceability is subject to
          the effect of any applicable bankruptcy, insolvency, reorganization or
          other law relating to or affecting  creditors'  rights  generally  and
          general   principles   of   equity   (regardless   of   whether   such
          enforceability  is  considered  in a proceeding  in equity or at law);

                                       21

<PAGE>   27
                (vi) the forms and terms of the  series of  Securities  to which
          such  opinion  relates  and any  coupons  related  thereto  have  been
          established in conformity with the provisions of this Indenture or, if
          such  forms and terms are being  established  pursuant  to one or more
          instruments  being  furnished  to the  Trustee  concurrently  with the
          delivery of such opinion, such instruments conform to the requirements
          of this Indenture; 

                (vii) all instruments  furnished to the Trustee in connection  
          with the first  issuance  of  Securities  of the  series to which such
          opinion  relates  (which  instrument  shall be listed in such opinion)
          conform to the  requirements  of this  Indenture  and,  except for (a)
          Securities  of such  series,  together  with any coupons  appertaining
          thereto, to be delivered for authentication  subsequent to the date of
          such opinion  pursuant to Section 303, (b) the Company  Order(s) to be
          delivered  subsequent to the date of such opinion pursuant to Sections
          201,  301 or 303 and  (c) any  certificate  required  to be  delivered
          subsequent  to the date of such opinion  pursuant to paragraph  (b) of
          this Section 301 and (d) any other  documents or items  required to be
          delivered  subsequent  to the date of such  opinion  pursuant  to such
          instruments, such instruments constitute all the documents required by
          this  Indenture  to be  delivered  hereunder  at or  before  the first
          issuance of  Securities  of the series to which the  opinion  relates;
     

               (viii) the Company  has good and  marketable  title to all  
          properties  standing of record in its name and  improvements  thereon,
          subject to minor  exceptions  and minor  defects,  irregularities  and
          deficiencies  which, in the opinion of the Company,  do not materially
          impair the use of such  property  for the purpose for which it is held
          by the  Company;  and 

               (ix) if  applicable,  a  registration  statement relating to the
          series  of  Securities  to  which  such  opinion  relates  has  become
          effective  under the Securities Act, and, to the best of the knowledge
          of such counsel,  no stop order  suspending the  effectiveness of such
          registration  statement  or of any part thereof has been issued and no
          proceedings  for that purpose have been  instituted  or are pending or
          contemplated under the Securities Act.

               (b) Officers'  Certificate.  An Officers' Certificate  stating
that no Event of Default has occurred and is continuing, and the execution and
delivery of the Indenture will not result in a breach or violation  of any of   
the terms and  provisions  of,  or constitute  a default under, the articles of
incorporation or bylaws of the Company, or any  order of any court or 
administrative  agency  entered  in any proceeding  to which the Company is a
party or by which it is bound or to which it is subject; and

               (c) Board Resolution. A Board Resolution authorizing this
Indenture and, if applicable, any supplemental indenture that is permitted  by
Sections 201 and 301 and that relates to such series of Securities.

                                      22


<PAGE>   28

SECTION 302.   Denominations.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, any Registered Securities of a series denominated
in Dollars shall be issuable in denominations of $1,000 and any integral
multiple thereof and any Bearer Securities of a series denominated in Dollars
shall be issuable in the denomination of $5,000. Unless otherwise provided as
contemplated by Section 301 with respect to any series of Securities, any
Securities of a series denominated in a currency other than Dollars shall be
issuable in denominations that are the equivalent, as determined by the Company
by reference to the noon buying rate in The City of New York for cable transfers
for such currency, as such rate is reported or otherwise made available by the
Federal Reserve Bank of New York, on the applicable trade date for such
Securities, of $100,000 (rounded down to an integral multiple of 10,000 units of
such currency), and any larger amount that is, as nearly as is practicable, an
integral multiple of $1,000.

SECTION 303.   Execution; Authentication; Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President, its Treasurer, any Assistant Treasurer or
one of its Vice Presidents attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Coupons shall bear the facsimile signature of the Chairman
of the Board of the Company, its President, its Treasurer, any Assistant
Treasurer or one of its Vice Presidents, attested by its Secretary or one of its
Assistant Secretaries.

         Securities and coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
coupons or did not hold such offices at the date of such Securities or coupons.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupons appertaining thereto, executed by the Company to the Trustee or
Authenticating Agent for authentication, together with a Company Order for the
authentication and delivery of such Securities and the Trustee or such
Authenticating Agent in accordance with the Company Order shall authenticate and
deliver such Securities; provided, however, that, in connection with its
original issuance, no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and provided further, that a Bearer Security
other than a temporary global Bearer Security may be delivered in connection
with its original issuance only if Cedel or Euroclear, as the case may be, shall
have furnished to the Security Registrar a certificate substantially to the
effect that the Person entitled to receive such Bearer Security shall have
furnished to Cedel or Euroclear, as the case may be, a certificate substantially
in the form set forth in Exhibit A to this Indenture or in such other form of
certificate as shall contain information then required by federal income tax
laws, dated no earlier than 15 days prior to the earlier of (i) the date on
which such Bearer Security is delivered and (ii) the date on which any temporary
Security first becomes exchangeable for such Bearer Security in accordance with
the terms of such temporary Security and this Indenture. A confirmation shall be
sent by the Company or an agent thereof to each purchaser of a Bearer Security.
If any Security shall be represented by a permanent global Bearer Security,
then, for 


                                       23

<PAGE>   29

purposes of this Section 303 and Section 304, the notation of a
beneficial owner's interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Bearer Security. Except as permitted by
Section 306, the Trustee or Authenticating Agent shall not authenticate and
deliver any Bearer Security unless all appurtenant coupons for interest then
matured have been detached and cancelled.

         The Trustee or any Authenticating Agent shall have the right to decline
to authenticate and deliver such Securities if the Trustee or such
Authenticating Agent, being advised by counsel, determines that such action may
not lawfully be taken or if the Trustee or such Authenticating Agent, in good
faith by its board of directors or trustees, executive committee or a trust
committee of directors or trustees and/or vice presidents, shall determine that
such action would expose the Trustee or such Authenticating Agent to personal
liability to existing Holders.

         Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any temporary Bearer Security in global form shall be
dated as of the date specified as contemplated by Section 301. Each Security
will also bear an original issue date (the "Issue Date") which, with respect to
any Security (or portion thereof), shall mean the date of its original issuance
and shall be specified therein. The Issue Date shall remain the same for all
Securities subsequently issued upon transfer, exchange or substitution of
Securities, regardless of their dates of authentication.

         No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee or any Authenticating Agent by manual signature,
and such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Security Registrar for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) (a copy of which statement shall be delivered to the Trustee) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 304.   Temporary Securities; Exchange of Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and, upon Company Order, the Trustee or an Authenticating
Agent, as the case may be, shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form or,
if authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may

                                       24

<PAGE>   30


determine, as evidenced by their execution of such Securities. In the case of
any series issuable as Bearer Securities, such temporary Securities may be in 
global form.

         Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions thereof), if temporary Securities
of any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
maintained pursuant to Section 1002 in a Place of Payment for such series for
the purpose of exchanges of Securities of such series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series (accompanied by any unmatured coupons appertaining thereto) the
Company shall execute and the Trustee or any Authenticating Agent shall
authenticate and deliver in exchange therefor a like aggregate principal amount
of definitive Securities of authorized denominations of the same series
containing identical terms and provisions; provided, however, that no definitive
Bearer Security, except as provided pursuant to Section 301, shall be delivered
in exchange for a temporary Registered Security; and provided further, that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section 303. Unless
otherwise specified as contemplated by Section 301 with respect to a temporary
global Security, until so exchanged the temporary Security of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

SECTION 305.   Registration. Registration of Transfer and Exchange.

         The Company shall cause to be kept for each series of Securities at one
of the offices or agencies maintained pursuant to Section 1002 a register (each
such register being referred to herein as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and the registration of
transfers of Registered Securities. The Trustee is hereby appointed "Security
Registrar" for the purpose of registering Registered Securities and transfers
and exchanges of Registered Securities as herein provided; provided, that the
Company may, from time to time, designate (or change any designation of) any
other Person or Persons to act as Security Registrar or co-Security Registrars
with respect to the Securities of one or more series, with notice to the Trustee
and as provided in Section 106 to the Holders. At all reasonable times the
Security Register shall be open for inspection by the Company. In the event that
the Trustee shall not be the Security Registrar, it shall have the right to
examine the Security Register at all reasonable times.

         Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency of the Company maintained pursuant to
Section 1002 for such purpose in a Place of Payment for such series, the Company
shall execute, and the Trustee or an Authenticating Agent shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Registered Securities of the same series and of like tenor of any authorized
denominations and of a like aggregate principal amount and Stated Maturity.


                                       25

<PAGE>   31


         At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and Stated Maturity, upon
surrender of the Securities to be exchanged at any such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee or an Authenticating Agent shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

         If specified as contemplated by Section 301 with respect to Securities
of any series, at the option of the Holder, Bearer Securities of any series may
be exchanged for Registered Securities of the same series and of like tenor, of
any authorized denominations and of a like aggregate principal amount and Stated
Maturity, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured coupon or coupons or matured coupon or coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company in an amount equal to the face amount
of such missing coupon or coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee or an Authenticating Agent
if there is furnished to them such Security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to any Paying Agent any such missing coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however, that, except
as otherwise provided in Section 1002, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such office or agency in
exchange for a Registered Security of the same series and of like tenor after
the close of business at such office or agency on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.

         Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee or an Authenticating Agent shall authenticate and
deliver, the Securities which the holder making the exchange is entitled to
receive.

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a
permanent global Security are entitled to exchange such interests for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination as specified as contemplated by Section 301, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be

                                       26

<PAGE>   32

so exchanged,  the Company shall deliver to the Trustee or Authenticating  Agent
definitive  Securities  in aggregate  principal  amount  equal to the  principal
amount of such permanent global Security,  executed by the Company.  On or after
the earliest date on which such  interests may be so exchanged,  such  permanent
global  Security  shall be  surrendered  by the U.S.  Depositary  or such  other
Depositary as shall be specified in the Company Order with respect  thereto,  to
the Trustee or an Authenticating Agent, as the Company's agent for such purpose,
to be  exchanged,  in  whole  or  from  time to time  in  part,  for  definitive
Securities  without  charge  and  the  Trustee  or  Authenticating  Agent  shall
authenticate and deliver,  in exchange for each portion of such permanent global
Security,  an equal aggregate  principal amount of definitive  Securities of the
same series of authorized denominations and of like tenor as the portion of such
permanent  global Security to be exchanged  which,  unless the Securities of the
series are not issuable both as Bearer Securities and as Registered  Securities,
as specified  as  contemplated  by Section  301,  shall be in the form of Bearer
Securities or Registered  Securities,  or any combination  thereof,  as shall be
specified by the  beneficial  owner  thereof;  provided,  however,  that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any  selection of  Securities of that series to be redeemed and ending on
the relevant  Redemption  Date;  and provided  further,  that (unless  otherwise
specified  as  contemplated  by Section  301) no Bearer  Security  delivered  in
exchange  for a  portion  of a  permanent  global  Security  shall be  mailed or
otherwise  delivered  to any  location  in the United  States.  If a  Registered
Security is issued in exchange  for any portion of a permanent  global  Security
after the close of business at the office or agency where such  exchange  occurs
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and the opening of  business  at such  office or agency on the related  proposed
date for payment of Defaulted Interest,  interest or Defaulted Interest,  as the
case may be, will not be payable on such Interest  Payment Date or proposed date
for payment,  as the case may be, in respect of such  Registered  Security,  but
will be payable on such Interest  Payment Date or proposed date for payment,  as
the case may be, only to the Person to whom  interest in respect of such portion
of such permanent  global  Security is payable in accordance with the provisions
of this Indenture.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

         Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Security
Registrar or any transfer agent) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar or any transfer agent duly executed, by the Holder thereof or
his attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.


                                       27

<PAGE>   33


         Except as otherwise specified as contemplated by Section 301, the
Company shall not be required to (i) issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15
days before any selection of Securities of that series to be redeemed and ending
at the close of business on (A) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption, or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) register the transfer of or exchange any Registered Security
so selected for redemption, in whole or in part, except the unredeemed portion
of any Security being redeemed in part, (iii) exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of the same series and of like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption or (iv)
issue, register the transfer of or exchange any Security which, in accordance
with its terms specified as contemplated by Section 301, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not repaid.

SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities and Coupons.

         If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or an Authenticating Agent, the
Company shall execute and the Trustee or such Authenticating Agent shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security.

         If there shall be delivered to the Company and the Trustee or an
Authenticating Agent (i) evidence to their satisfaction of the destruction, loss
or theft of any Security or coupon and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee or such
Authenticating Agent that such Security or coupon has been acquired by a bona
fide purchaser, the Company shall execute and upon its request the Trustee or
such Authenticating Agent shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen coupon appertains.

         In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or coupon;
provided, however, that principal of (and premium, if any) and interest on
Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an office or agency located outside the United States and unless
otherwise specified as contemplated by Section 301, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

                                      28

<PAGE>   34
         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee or Authenticating
Agent) connected therewith.

         Every new Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen coupon
appertains shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security and its coupons,
if any, or the destroyed, lost or stolen coupon shall be at any time enforceable
by anyone, and any such new Security and coupons, if any, shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Securities of that series and of like tenor and their coupons, if any,
duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons.

SECTION 307.  Payment of Interest; Interest Rights Preserved.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. In case a Bearer Security of any series is
surrendered in exchange for a Registered Security of such series after the close
of business (at an office or agency in a Place of Payment for such series) on
any Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security shall
be surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange of such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

         Any interest on any Registered Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                (1) The Company may elect to make payment of any Defaulted
         Interest  to the Persons in whose names the  Registered  Securities  of
         such series (or their respective Predecessor Securities) are registered
         at the close of  business  on a Special  Record Date for the payment of
         such Defaulted  Interest.  The Company shall,  no less than 15 calendar
         days prior to the date of the  Special  Record Date (fixed as set forth
         below),  notify  the  Trustee  and the  Paying  Agent in writing of the
         amount of  Defaulted  Interest  proposed to be paid on each  Registered
         Security of such series and the date of the  proposed  payment,  and at
         the same time the Company shall deposit with the Paying Agent an amount
         of 

                                       29
<PAGE>   35

         money equal to the aggregate  amount  proposed to be paid in respect
         of such Defaulted  Interest or shall make arrangements  satisfactory to
         the Paying  Agent for such  deposit  prior to the date of the  proposed
         payment,  such money when deposited to be held in trust for the benefit
         of the Persons  entitled to such  Defaulted  Interest as in this Clause
         provided.  Thereupon  the  Special  Record Date for the payment of such
         Defaulted Interest shall be the close of business on the tenth calendar
         day prior to the date of the proposed payment. The Trustee shall in the
         name and at the expense of the  Company,  cause  notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         to be mailed, first class postage prepaid, to each Holder of Registered
         Securities  of such  series at the address of such Holder as it appears
         in the Security Register,  not less than 10 calendar days prior to such
         Special Record Date.  Notice of the proposed  payment of such Defaulted
         Interest and the Special  Record Date  therefor  having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Registered  Securities of such series (or their respective  Predecessor
         Securities)  are  registered  at the close of business on such  Special
         Record Date and shall no longer be payable  pursuant  to the  following
         clause (2). In case a Bearer  Security of any series is  surrendered at
         the office or agency in a Place of Payment  for such series in exchange
         for a Registered Security of such series after the close of business at
         such office or agency on any Special Record Date and before the opening
         of business at such office or agency an the related  proposed  date for
         payment  of  Defaulted   Interest,   such  Bearer   Security  shall  be
         surrendered  with the coupon  relating to such proposed date of payment
         and  Defaulted  Interest  will not be payable on such  proposed date of
         payment in respect of the  Registered  Security  issued in exchange for
         such Bearer  Security,  but will be payable  only to the Holder of such
         coupon when due in accordance with the provisions of this Indenture.

             (2) The Company may make payment of any Defaulted Interest on the
         Registered Securities of any series in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such Securities may be listed, and upon such notice as may be required
         by such exchange, if, after notice given by the Company to the Trustee
         and the Paying Agent of the proposed payment pursuant to this Clause,
         such manner of payment shall be deemed practicable by the Paying Agent.

         At the option of the Company, interest on the Registered Securities of
any series that bears interest may be paid by mailing a check to the address of
any Holder as such address shall appear in the Securities Register.

         Subject to the foregoing provisions of this Section 307 and Section
305, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308.  Persons Deemed Owners.

         Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 


                                       30
<PAGE>   36

305  and  307)  any  interest  on such  Security  and  for  all  other  purposes
whatsoever,  whether or not such  Security be overdue,  and none of the Company,
the  Trustee or any agent of the  Company or the  Trustee  shall be  affected by
notice to the contrary.

         Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of any coupon
as the absolute owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

         No owner of any beneficial interest in any global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such global Security, and such Depositary may be treated by the Company, the
trustee, and any agent of the Company or the trustee as the owner of such global
Security for all purposes whatsoever. None of the Company, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

SECTION 309.   Cancellation.

         All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Security Registrar,
be delivered to the Security Registrar. All Registered Securities and matured
coupons so delivered shall be promptly cancelled by the Security Registrar. All
Bearer Securities and unmatured coupons so delivered shall be held by the
Security Registrar and, upon instruction of the Company, shall be cancelled or
held for reissuance. Bearer Securities and unmatured coupons held for reissuance
may be reissued only in replacement of mutilated, lost, stolen or destroyed
Bearer Securities of the same series and of like tenor or the related coupons
pursuant to Section 306. All Bearer Securities and unmatured coupons held by the
Security Registrar pending such cancellation or reissuance shall be deemed to be
delivered for cancellation for all purposes of this Indenture and the
Securities. The Company may at any time deliver to the Security Registrar for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever and may deliver to
the Security Registrar (or to any Person f or delivery to the Security
Registrar) for cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold, and all Securities so delivered shall
be promptly cancelled by the Security Registrar. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities and coupons held by the Security Registrar shall be disposed of as
directed by the Company.


                                       31

<PAGE>   37

SECTION 310.   Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311.   Support Agreement.

         If so provided for in a supplemental indenture hereto with respect to a
series of Securities, Holders of such series of Securities and coupons and the
Trustee will be entitled to the benefits of a Support Agreement on the terms,
and subject to the conditions, set forth in such Support Agreement; it being
understood and agreed that such series of Securities, including any coupons
appertaining thereto, shall constitute Debt (as defined in any such Support
Agreement) for purposes of such Support Agreement.

SECTION 312.   CUSIP Numbers.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.   Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for, and any right to receive Additional
Amounts, as provided in Section 1004), and the Trustee, at the expense of the
Company, when

                  (1) either

                           (A) all Securities theretofore authenticated and
                  delivered and all coupons, if any, appertaining thereto (other
                  than (i) coupons appertaining to Bearer Securities surrendered
                  in exchange for Registered Securities and maturing after such
                  exchange, whose surrender is not required or has been waived
                  as provided in Section 305, (ii) Securities and coupons which
                  have been destroyed, lost or stolen and which have been
                  replaced or paid as provided in Section 306, (iii) coupons
                  appertaining to Securities called for redemption and maturing
                  after the relevant Redemption Date, whose surrender has been
                  waived as provided in Section 1106, and (iv) Securities and
                  coupons for whose payment money has

                                       32

<PAGE>   38

                  theretofore  been deposited in trust or segregated and held in
                  trust by the Company and  thereafter  repaid to the Company or
                  discharged  from such trust, as provided in Section 1003) have
                  been delivered to the Security Registrar for cancellation; or

                           (B)      all such Securities and, in the case of (i)
                  or (ii) below, any coupons appertaining thereto not
                  theretofore delivered to the Security Registrar for
                  cancellation

                                    (i)     have become due and payable; or

                                    (ii)    will become due and payable at their
                           Stated Maturity within one year; or

                                    (iii)   are to be called for redemption
                           within one year under arrangements satisfactory to
                           the Trustee for the giving of notice of redemption
                           by the Trustee in the name, and at the expense, of
                           the Company, 

and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount sufficient to pay and discharge the entire indebtedness on such
Securities and coupons not theretofore delivered to the Security Registrar for
cancellation, for principal (and premium, if any) and interest to the date of
such deposit (in the case of Securities which have become due and payable) or to
the Stated Maturity or Redemption Date, as the case may be;

              (2) the Company has paid or caused to be paid all other sums 
payable hereunder by the Company; and

              (3) the Company has delivered to the Trustee an Officers' 
Certificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture  have  been  complied  with. 

              Notwithstanding the  satisfaction  and discharge  of this 
Indenture,  the rights,  privileges  and  immunities  of the Trustee under      
Article Seven, the obligations of the Company to the Trustee under Section 606,
the  obligations of the Trustee to any  Authenticating  Agent under Section 613
and, if money shall have been deposited with the Trustee pursuant to subclause 
(B) of Clause (1) of this  Section,  the  obligations  of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive.

SECTION 402.   Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 501 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for the payment of which such money has been
deposited with the Trustee.

                                       33

<PAGE>   39

SECTION 403.   Satisfaction, Discharge and Defeasance of Securities of any
Series. 

         If this Section is specified, as contemplated by Section 301, to be
applicable to Securities of any series, the Company shall be deemed to have paid
and discharged the entire indebtedness on all the Outstanding Securities of any
such series and the Trustee, at the expense of the Company and upon Company
Request, shall execute proper instruments acknowledging satisfaction and
discharge of such indebtedness, if

              (1) either

                           (A)      with respect to all Outstanding Securities 
              of such series,

                                    (i) the Company has deposited or caused to
                           be deposited with the Trustee as trust funds in trust
                           for the purpose an amount sufficient to pay and
                           discharge the entire indebtedness on all outstanding
                           Securities of such series for principal (and premium,
                           if any) and interest to the Stated Maturity or any
                           Redemption Date as contemplated by the penultimate
                           paragraph of this Section, as the case may be; or

                                    (ii) the Company has deposited or caused to
                           be deposited with the Trustee as obligations in trust
                           for the purpose such amount of direct noncallable
                           obligations of, or noncallable obligations the
                           payment of principal of and interest on which is
                           fully guaranteed by, the United States of America, or
                           to the payment of which obligations or guarantees the
                           full faith and credit of the United States of America
                           is pledged, maturing as to principal and interest in
                           such amounts and at such times as will, without
                           consideration of any reinvestment thereof, be
                           sufficient to pay and discharge the entire
                           indebtedness on all out standing Securities of such
                           series for principal (and premium, if any) and
                           interest to the Stated Maturity or any Redemption
                           Date as contemplated by the penultimate paragraph of
                           this Section, as the case may be; or

                            (B) the Company has properly fulfilled such other 
         means of satisfaction and discharge as is specified, as contemplated
         by Section 301, to be applicable to the Securities of such series; and

         (2) the Company has paid or caused to be paid all other sums payable
with respect to the Outstanding Securities of such series; and

         (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of the entire
indebtedness on all outstanding Securities of any such series have been complied
with.

         Any deposits with the Trustee referred to in Section 403(l)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement. If any Outstanding Securities of such series are to be redeemed prior
to their Stated Maturity, whether pursuant to any optional redemption provisions
or in accordance with any mandatory sinking fund requirements, the 

                                       34

<PAGE>   40
applicable  escrow trust agreement shall provide  therefor and the Company shall
make such  arrangements  as are  satisfactory  to the  Trustee for the giving of
notice of  redemption  by the Trustee in the name,  and at the  expense,  of the
Company.

         Upon the satisfaction of the conditions set forth in this Section with
respect to all the Outstanding Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided, that the Company shall not be discharged
from any payment obligations in respect of Securities of such series which are
deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law or pursuant to Section 305 or 306.

SECTION 404.   Reinstatement.

         If the Trustee is unable to apply any money in accordance with Section
40l or Section 403 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities and coupons, if any, of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section 401
or Section 403 until such time as the Trustee is permitted to apply all such
money in accordance with Section 401 or Section 403; provided, however, that if
the Company has made any payment of interest on or principal of (and premium, if
any, on) any Securities and coupons, if any, of such series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such series of Securities and coupons, if any, to receive such
payment from the money held by the Trustee.


                                  ARTICLE FIVE

                                    REMEDIES

SECTIONS 501.   Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any of the following events (whatsoever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) unless
it is either inapplicable to a particular series or it is specifically deleted
or modified in or pursuant to the supplemental indenture or Board Resolution
establishing such series of Securities or in the form of Security for such
series:

        (1) default in the payment of any interest upon or any Additional 
    Amounts payable in respect of any Security of such series when such
    interest or Additional Amounts become due and payable, and continuance of
    such default for a period of 30 days; or

        (2) default in the payment of the principal of (or any premium, if any,
    on) any Security of such series at its Maturity;  or 

                                       35
<PAGE>   41
    (3) default in the deposit of any sinking fund payment,  when and as due by
the terms of a Security of that series;  or 

    (4) default in the  observance  or  performance  of any  covenant or
agreement  on its part to be observed or performed  contained in this  Indenture
(other than a covenant or  agreement  a default in the  performance  of which is
elsewhere in this Section  specifically  dealt with or which has expressly  been
included  in this  Indenture  solely for the  benefit  of one or more  series of
Securities  other than that series),  and  continuance of such default or breach
for a period of ten (10) 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 or breach and requiring
it to be  remedied  and  stating  that  such  notice is a  "Notice  of  Default"
hereunder;  or 

     (5) default in the observance or performance by DTE Energy of any
covenant or agreement contained in a Support Agreement,  if any, with respect to
the Securities of such series; or

     (6) any event of default by the Company, DTE Energy or any of their 
respective  Subsidiaries  as defined in any  mortgage,  indenture or  instrument
under which there may be issued,  or by which there may be secured or evidenced,
any Debt of the Company, DTE Energy or any of their respective Subsidiaries,  as
the case may be,  whether  such Debt now exists or shall  hereafter  be created,
resulting in such Debt in principal amount of at least  $10,000,000  becoming or
being  declared  due and payable  prior to the date on which it would  otherwise
become due and payable, and such acceleration shall not be rescinded or annulled
within a  period  of 30 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 or breach and requiring
it to be  remedied  and  stating  that  such  notice is a  "Notice  of  Default"
hereunder;  or 

     (7) the entry by a court having  jurisdiction  in the premises of
(A) a decree or order for relief in respect of the  Company,  DTE Energy or DECO
in an  involuntary  case or  proceeding  under any  applicable  federal or state
bankruptcy,  insolvency,  reorganization or other similar law or (B) a decree or
order  adjudging  the  Company,  DTE Energy or DECO  bankrupt or  insolvent,  or
approving  as properly  filed a petition  seeking  reorganization,  arrangement,
adjustment or  composition  of or in respect of the Company,  DTE Energy or DECO
under any applicable federal or state law, or appointing a custodian,  receiver,
liquidator,  assignee,  trustee,  sequestrator or other similar  official of the
Company,  DTE  Energy or DECO or of any  substantial  part the  property  of the
Company,  DTE Energy or DECO, or ordering the winding up or  liquidation  of the
affairs of the  Company,  DTE Energy or DECO,  and the  continuance  of any such
decree or order for relief or any such  other  decree or order  unstayed  and in
effect for a period of 90 consecutive days; or

     (8) the commencement by the Company, DTE Energy or DECO of a voluntary 
case or proceeding under any applicable federal or state bankruptcy, insolvency,

                                       36
<PAGE>   42
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by the Company, DTE Energy
or DECO to the entry of a decree or order for relief in respect of it in an
involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by the
Company, DTE Energy or DECO of a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law, or the
consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Company, DTE Energy or DECO or of any substantial
part of their respective property, or the making by it of an assignment for the
benefit of creditors, or the admission by the Company, DTE Energy or DECO in
writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company, DTE Energy or DECO in furtherance of
any such action; 

             (9) final judgment of money in excess of $10,000,000, singularly or
         in the aggregate,  shall be rendered against the Company, DTE Energy or
         any of their respective  Subsidiaries and shall remain undischarged for
         a period (during which execution shall not be effectively stayed) of 10
         days after such judgment becomes final; or

            (10) DTE Energy shall, at any time, directly or indirectly cease to 
         hold 100% of the Voting Stock of the Company or DECO; or 

            (11) any other Event of Default provided in or pursuant to this
         Indenture with respect to Securities of such series.

SECTION 502.   Acceleration of Maturity: Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms of that series) of all of the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made, but before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

                (1) the Company has paid or deposited with the Trustee a sum
         sufficient to pay

                    (A) all overdue interest on and any Additional Amounts
         payable in respect of all Securities of that series,


                                       37
<PAGE>   43

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series which has become due otherwise than
                  by such declaration of acceleration and any interest thereon
                  at the rate or rates prescribed therefor in such Securities,

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities, and

                           (D) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (2) all Events of Default with respect to Securities of that
         series,  other than the non payment of the  principal  of  Securities 
         which has become due solely by such declaration of acceleration,  have
         been cured or waived as provided in Section 613.

         No such rescission shall affect any subsequent default or, impair any
right consequent thereon.

         An Event of Default described in paragraph (7) or (8) of Section 501
shall cause the principal amount and accrued interest (or such lessor amount as
provided for in the Securities of such series) to become immediately due and
payable without any declaration or other act by the Trustee or any Holder.

SECTION 503.    Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if

             (1) default is made in payment of any interest on or any
         Additional Amounts  payable in  respect  of any  Security  when such
         interest or Additional Amounts become due and payable and such default
         continues for a period of 30 days, or

            (2) default is made in the payment of the principal of (or premium,
         if any, on) any Security at the Maturity thereof,  

the Company will, upon demand of the Trustee,  pay to it, for the benefit of the
Holders of such Securities and coupons, the whole amount then due and payable on
such Securities and coupons for principal (and premium,  if any) and interest or
Additional  Amounts,  if any,  and, to the extent that payment of such  interest
shall be legally enforceable, interest on any overdue principal (and premium, if
any) and on any overdue interest or any Additional Amounts, at the rate or rates
prescribed  therefor in such Securities and, in addition  thereto,  such further
amount as shall be  sufficient  to cover the costs and  expenses of  collection,
including the reasonable compensation,  expenses,  disbursements and advances of
the Trustee, its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect 

                                       38

<PAGE>   44

the moneys  adjudged or decreed to be payable in the manner  provided by law out
of the  property  of the  Company  or any other  obligor  upon such  Securities,
wherever situated.

         If an Event of Default occurs and is continuing with respect to
Securities of any series, the Trustee may in its discretion proceed to protect
and enforce its rights, including the rights of the Holders of Securities of
such series and any related coupons, by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy including, without limitation, instituting a proceeding
prior to any declaration of acceleration of the Maturity of the Securities for
the collection of all amounts then due and unpaid on the Securities, prosecuting
such proceeding to final judgment or decree and collecting out of the property,
wherever situated, of the Company the moneys adjudged or decreed to be payable
in the manner provided by law.

SECTION 504.   Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company, DTE Energy or DECO or any other
obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of any overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                      (i) to file and prove a claim for the whole amount of
                  principal (and  premium,   if  any)  and interest and any
                  Additional Amounts owing  and  unpaid in respect of the
                  Securities and to file such other  papers or documents as may
                  be  necessary or advisable in order to have the claims of the
                  Trustee (including any claim for the reasonable compensation,
                  expenses, disbursements  and  advances  of the Trustee, its
                  agents  and  counsel)  and of the  Holders of  Securities  and
                  coupons allowed in such judicial proceeding, and

                      (ii) to collect and receive any moneys or other property 
                  payable or deliverable on any such claims and to distribute 
                  the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such Judicial proceeding is hereby authorized by
each Holder of Securities and coupons to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities and coupons, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 606.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or the rights of any

                                       39

<PAGE>   45
Holder thereof or to authorize the Trustee to vote in respect of the claim of 
any Holder of a Security or coupon in any such proceeding.

SECTION 505.     Trustee May Enforce Claims Without Possession of Securities or
                 Coupons.

         All rights of action and claims under this Indenture or the Securities
or coupons may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or coupons or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.

SECTION 506.     Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest or any Additional Amounts, upon presentation of the
Securities or coupons, or both, as the case may be, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

         FIRST:  To the payment of all amounts due the Trustee under Section 
606;

         SECOND: To the payment of the amounts then due and unpaid for principal
of (and premium, if any) and interest or any Additional Amounts payable in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities and coupons for principal and any premium and
interest or any Additional Amounts, respectively; and

         THIRD:  The balance, if any, to the Person or Persons entitled thereto.

SECTION 507.     Limitation on Suits.

         No Holder of any Security of any series or any related coupons shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:

        (1) such Holder has previously given written notice to the Trustee of a
    continuing Event of Default with respect to the Securities of that series;

        (2) the Holders of not less than 25% in principal amount of the 
    Outstanding Securities of that series shall have made a written request to
    the  Trustee to  institute  proceedings  in respect of such Event of
    Default  in its own  name as  Trustee  hereunder;  


        (3) such  Holder  or Holders have offered to the Trustee  reasonable
    indemnity against the costs, expenses and liabilities to be incurred in
    compliance  with such  request; 


                                       40
<PAGE>   46

            (4) the  Trustee for 60 days after its receipt of such notice,  
         request  and  offer of  indemnity  has  failed  to  institute  any such
         proceeding; and 

            (5) no direction inconsistent with such written request has been
         given to the  Trustee  during  such  60-day  period by the Holders of a
         majority in  principal  amount of the  Outstanding  Securities  of that
         series; 

it being  understood and intended that no one or more of such Holders shall have
any right in any manner  whatever by virtue of, or by availing of, any provision
of this Indenture (including, without limitation, the provisions of Section 512)
to affect,  disturb or prejudice the rights of any other of such Holders,  or to
obtain  or to seek to  obtain  priority  or  preference  over any  other of such
Holders  or to enforce  any right  under  this  Indenture,  except in the manner
herein provided and for the equal and ratable benefit of all such Holders.

SECTION 508.      Unconditional Right of Holders to Receive Principal, 
                  Premium, Interest and Additional Amounts.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Sections 305 and 307) any interest on or any Additional Amounts in
respect of such Security or payment of such coupon on the Stated Maturity or
Maturities expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

SECTION 509.      Restoration of Rights and Remedies.

         If the Trustee or any Holder of a Security or coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders of Securities and coupons shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

SECTION 510.      Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or coupons in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Securities or coupons is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


                                       41

<PAGE>   47

SECTION 511.       Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Trustee or to the Holders of Securities or coupons may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities or coupons, as the case may be.

SECTION 512.       Control by Holders of Securities.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series and any coupons appertaining thereto; provided that

         (1) such direction shall not be in conflict with any rule of law or 
    with this Indenture,

         (2) the Trustee may take any other action deemed proper by the Trustee
    which is not inconsistent with such direction, and 

         (3) the Trustee shall have the right to decline to follow any such
    direction  if the  Trustee in good faith shall, by a Responsible Officer or
    officers of the Trustee, determine that the action so directed would 
    involve the Trustee in personal liability.  

SECTION 513.       Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons waive any past default
hereunder with respect to the Securities of such series and its consequences,
except a default

         (1) in the payment of the principal of (or premium, if any) or 
    interest on or Additional Amounts payable in respect of any Security of     
    such series or coupons appertaining thereto, or

         (2) in respect of a covenant or provision hereof which under Article 
    Ten cannot be modified or amended  without the consent of the Holder of     
    each  Outstanding  Security  of such  series  affected. 

         Upon  any such waiver,  such  default  shall cease to exist,  and 
any Event of Default  with  respect to such series  arising  therefrom  shall be
deemed to have been  cured,  for every  purpose of this  Indenture;  but no such
waiver  shall  extend to any  subsequent  or other  default  or impair any right
consequent thereon.


                                       42
<PAGE>   48

SECTION 514.   Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security or
coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder of any Security or coupon for the enforcement of the payment of the
principal of (or premium, if any) or interest on or any Additional Amounts in
respect of any Security or the payment of any coupon on or after the Stated
Maturity or Maturities expressed in such Security or coupon (or, in the case of
redemption, on or after the Redemption Date).

SECTION 515.   Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.   Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or interest or
any Additional Amounts with respect to, any Security of such series, the Trustee
shall be protected in withholding such notice of and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and provided, further, that in the case of any default of the
character specified in Section 501(4) with respect to Securities of such series,
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event

                                       43
<PAGE>   49

which is, or after notice or lapse of time or both would become, an Event of 
Default with respect to Securities of such series.

SECTION 602.   Certain Rights of Trustee.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not herein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section. Subject to the provisions of Sections
315(a) through 315(d) of the Trust Indenture Act:

              (a) the Trustee may conclusively rely and shall be protected in 
         acting or  refraining  from  acting upon any  resolution,  certificate,
         statement,  instrument,  opinion,  report, notice, request,  direction,
         consent,  order,  bond,  debenture,  note,  coupon,  other  evidence of
         indebtedness  or other paper or  document  believed by it to be genuine
         and to have been signed or presented by the proper party or parties;

              (b) any request or direction of the Company mentioned herein 
         shall  be  sufficiently  evidenced by a Company Request or
         Company Order or as otherwise  expressly provided herein and any
         resolution of the Board of Directors  may be  sufficiently  evidenced
         by a Board  Resolution;  
         
              (c) whenever in the administration of this Indenture the Trustee 
         shall deem it desirable that a matter be proved or established prior to
         taking, suffering or omitting any action hereunder, the Trustee (unless
         other evidence be herein  specifically  prescribed) may, in the absence
         of bad faith on its part, rely upon an Officers' Certificate;


              (d) the Trustee may consult  with counsel and the advice of such 
         counsel  or  any  Opinion  of  Counsel   shall  be  full  and  complete
         authorization  and protection in respect of any action taken,  suffered
         or omitted by it hereunder in good faith and in reliance thereon;

              (e) the Trustee shall be under no obligation to exercise any of
         the rights or powers  vested in it by this  Indenture at the request or
         direction  of any of the  Holders  of  Securities  of any series or any
         related coupons  pursuant to this Indenture,  unless such Holders shall
         have offered to the Trustee  reasonable  security or indemnity  against
         the costs,  expenses and  liabilities  which might be incurred by it in
         compliance with such request or direction;

              (f) the Trustee  shall not be bound to make any investigation
         into the  facts  or  matters  stated  in any  resolution,  certificate,
         statement,  instrument,  opinion,  report, notice, request,  direction,
         consent,  order,  bond,  debenture,  note,  coupon,  other  evidence of
         indebtedness  or  other  paper or  document,  but the  Trustee,  in its
         discretion,  may make such further inquiry or  investigation  into such
         facts or matters as it may see fit, and, if the 

                                       44
<PAGE>   50

         Trustee shall determine to make such further inquiry or investigation,
         it shall be entitled to examine the books,  records and premises of 
         the Company,  personally or by agent or attorney;

              (g) the Trustee may execute any of the trusts or powers  
         hereunder  or perform any duties hereunder either directly or
         by or through agents or  attorneys  and  the  Trustee  shall  not  be 
         responsible  for  any misconduct or negligence on the part of any
         agent or attorney appointed with due care by it hereunder;
        
              (h) the Trustee shall not be liable for any action taken,  
         suffered  or  omitted  by it in good  faith  and  believed  by it to be
         authorized or within the discretion, rights or powers conferred upon it
         by this Indenture;  and 

              (i) the Trustee shall not be required to expend or risk its own
         funds or otherwise incur any financial  liability in the performance of
         any of its duties  hereunder or in the exercise of any of its rights or
         powers if it shall have reasonable grounds for believing that repayment
         of such funds or adequate  indemnity  against such risk or liability is
         not reasonably  assured to it. 

SECTION 603.     Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) and in any coupons shall be taken as
the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and, if applicable, that the statements
made by it in a Statement of Eligibility on Form T-1 supplied to the Company are
true and accurate, subject to the qualifications set forth therein. The Trustee
or any Authenticating Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

SECTION 604.     May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and, subject
to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with
the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or other agent.

SECTION 605.     Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

                                       45

<PAGE>   51

SECTION 606.     Compensation and Reimbursement.

         The Company agrees

               (1) to pay to the Trustee from time to time reasonable 
         compensation   for  all  services   rendered  by  it  hereunder  (which
         compensation  shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

               (2) except as otherwise expressly provided herein, to reimburse
         the Trustee upon its request for all reasonable expenses, disbursements
         and  advances  incurred or made by the Trustee in  accordance  with any
         provision of this Indenture (including the reasonable  compensation and
         the expenses and  disbursements of its agents and counsel),  except any
         such expense,  disbursement  or advance as may be  attributable  to its
         negligence  or bad faith;  and 

               (3) to indemnify the Trustee for, and to hold it  harmless  
         against,  any loss, liability or expense incurred without negligence or
         bad  faith  on its  part,  arising  out of or in  connection  with  the
         acceptance  or   administration  of  the  trust  or  trusts  hereunder,
         including the costs and expenses of defending  itself against any claim
         or liability in connection  with the exercise or  performance of any of
         its powers or duties hereunder.

         As security for the  performance  of the  obligations  of the Company 
under this Section, the Trustee shall have a lien prior to the  Securities 
upon all property and funds held or  collected by the Trustee as such,  except
funds held in trust for the payment of principal of (premium,  if any) or
interest, if any, on particular Securities.

         The obligations of the Company under this Section to compensate and
indemnify the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness under this Indenture and shall survive the resignation
or removal of the Trustee, the satisfaction and discharge of this Indenture and
any rejection or termination of this Indenture under any applicable bankruptcy
law.

         If the Trustee incurs expenses or renders services after an Event of
Default specified in Section 501(7) or (8) has occurred, those expenses
(including the reasonable charges and expenses of its agents and attorneys) and
its compensation for services shall be preferred over the status of the Holders
in any reorganization or similar proceeding and the parties hereto, and the
Holders, by their acceptance of the Securities, hereby agree that such expenses,
compensation and indemnity are intended to constitute expenses of administration
under any applicable bankruptcy law.

SECTION 607.    Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder that is a corporation
permitted by Section 310(a)(1) and (5) of the Trust Indenture Act to act as
trustee under the Trust Indenture Act, and that has a combined capital, and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

                                       46
<PAGE>   52

SECTION 608.    Disqualification, Conflicting Interests.

         If the Trustee has or shall acquire any conflicting interest, as
defined in Section 310(b) of the Trust Indenture Act, with respect to the
Securities of any series, the Trustee shall either eliminate such conflicting
interest or resign, to the extent and in the manner provided by, and subject to,
Section 310 of the Trust Indenture Act and this Indenture.

SECTION 609.    Resignation and Removal; Appointment of Successor.

                (a) No  resignation or removal of the Trustee and no appointment
         of a successor  Trustee pursuant to this Article shall become effective
         until  the  acceptance  of  appointment  by the  successor  Trustee  in
         accordance with the applicable requirements of Section 610.

                (b) The  Trustee  may  resign  at any time with  respect  to the
         Securities of one or more series by giving  written  notice  thereof to
         the Company.  If the  instrument of  acceptance by a successor  Trustee
         required  by Section 610 shall not have been  delivered  to the Trustee
         within 30 days  after the  giving of such  notice of  resignation,  the
         resigning Trustee may petition any court of competent  jurisdiction for
         the  appointment of a successor  Trustee with respect to the Securities
         of such series. 

                (c) The Trustee  may be removed at any time with  respect to the
         Securities  of  any  series  by Act of the  Holders  of a  majority  in
         principal amount of the Outstanding Securities of such series delivered
         to the Trustee and to the Company. 

                (d) If at any time:

                    (1) the Trustee shall fail to comply with the obligations   
         imposed on it under  Section  310(b) of the Trust  Indenture Act after
         written request  therefor by the Company or by any Holder of a
         Security who has been a bona fide Holder of a Security  for at least
         six months, or

                   (2) the Trustee  shall cease to be eligible  under Section
         607 and shall fail to resign after written request  therefor by the
         Company or by any such Holder, or 

                   (3) the Trustee  shall become  incapable of acting or shall
         be adjudged a bankrupt or insolvent or a receiver of the Trustee or of
         its property  shall be appointed or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation,

then, in any such case,  (i) the Company by Company Order may remove the Trustee
with respect to all Securities,  or (ii) subject to Section 514, any Holder of a
Security  who has been a bona fide Holder of a Security  for at least six months
may, on behalf of himself and all others similarly situated (including those who
have been  Holders for less than six  months),  petition  any court of competent
jurisdiction  for the removal of the Trustee with respect to all  Securities and
the appointment of a successor Trustee or Trustees.


                                       47
<PAGE>   53

                  (e)  If  the  Trustee  shall  resign,  be  removed  or  become
         incapable  of  acting,  or if a vacancy  shall  occur in the  office of
         Trustee for any cause,  with respect to the  Securities  of one or more
         series,  the Company,  by a Board Resolution,  shall promptly appoint a
         successor Trustee or Trustees with respect to the Securities of that or
         those series (it being  understood that any such successor  Trustee may
         be appointed  with respect to the  Securities  of one or more or all of
         such series and that at any time there  shall be only one Trustee  with
         respect to the Securities of any particular  series) and such successor
         Trustee or Trustees  shall comply with the applicable  requirements  of
         Section 610.  If,  within one year after such  resignation,  removal or
         incapability,  or the occurrence of such vacancy,  a successor  Trustee
         with respect to the  Securities of any series shall be appointed by Act
         of the Holders of a majority  in  principal  amount of the  Outstanding
         Securities  of such series  delivered  to the Company and the  retiring
         Trustee,  the successor Trustee so appointed shall,  forthwith upon its
         acceptance  of such  appointment  in  accordance  with  the  applicable
         requirements of Section 610, become the successor  Trustee with respect
         to the  Securities  of such  series and to that  extent  supersede  the
         successor  Trustee  appointed by the Company.  If no successor  Trustee
         with  respect  to the  Securities  of any  series  shall  have  been so
         appointed  by the Company or the  Holders of  Securities  and  accepted
         appointment  in the manner  required  by Section  610,  any Holder of a
         Security  who has been a bona fide  Holder of a Security of such series
         for at least  six  months  may,  on behalf of  himself  and all  others
         similarly situated (including those who have been Holders for less than
         six  months),  petition  any court of  competent  jurisdiction  for the
         appointment  of a successor  Trustee with respect to the  Securities of
         such series.

                  (f) The Company shall give notice of each resignation and each
         removal of the Trustee with respect to the Securities of any series and
         each appointment of a successor  Trustee with respect to the Securities
         of any series by mailing  written  notice of such event by first  class
         mail, postage prepaid, to the Holders of Registered Securities, if any,
         of such  series as their  names and  addresses  appear in the  Security
         Register  and,  if  Securities  of such  series  are  issued  as Bearer
         Securities,  by  publishing  notice of such event once in an Authorized
         Newspaper in each Place of Payment  located  outside the United States.
         Each  notice  shall  include  the name of the  successor  Trustee  with
         respect  to the  Securities  of  such  series  and the  address  of its
         Corporate Trust Office.

SECTION 610.    Acceptance of Appointment by Successor.

                  (a)  In  case  of the  appointment  hereunder  of a  successor
         Trustee with respect to all Securities, every such successor Trustee so
         appointed shall execute,  acknowledge and deliver to the Company and to
         the retiring  Trustee an instrument  accepting  such  appointment,  and
         thereupon  the  resignation  or removal of the retiring  Trustee  shall
         become effective and such successor  Trustee,  without any further act,
         deed or  conveyance,  shall become vested with all the rights,  powers,
         trusts and duties of the retiring  Trustee;  but, on the request of the
         Company or the successor  Trustee,  such retiring  Trustee shall,  upon
         payment of its charges,  execute and deliver an instrument transferring
         to such  successor  Trustee  all the  rights,  powers and trusts of the
         retiring  Trustee and shall duly  assign,  transfer and deliver to such
         successor  Trustee all property and money held by such retiring Trustee
         hereunder.


                                       48

<PAGE>   54

                  (b)  In  case  of the  appointment  hereunder  of a  successor
         Trustee  with  respect to the  Securities  of one or more (but not all)
         series,  the Company,  the retiring Trustee and each successor  Trustee
         with respect to the  Securities of one or more series shall execute and
         deliver an indenture supplemental hereto wherein each successor Trustee
         shall  accept  such  appointment  and  which  (1)  shall  contain  such
         provisions  as shall be  necessary or desirable to transfer and confirm
         to, and to vest in, each  successor  Trustee  all the  rights,  powers,
         trusts  and  duties  of  the  retiring  Trustee  with  respect  to  the
         Securities  of that or those  series to which the  appointment  of such
         successor Trustee relates,  (2) if the retiring Trustee is not retiring
         with respect to all Securities,  shall contain such provisions as shall
         be deemed  necessary  or  desirable  to  confirm  that all the  rights,
         powers,  trusts and duties of the retiring  Trustee with respect to the
         Securities of that or those series as to which the retiring  Trustee is
         not retiring shall continue to be vested in the retiring  Trustee,  and
         (3) shall add to or change any of the  provisions of this  Indenture as
         shall be necessary to provide for or facilitate the  administration  of
         the trusts hereunder by more than one Trustee, it being understood that
         nothing herein or in such supplemental  indenture shall constitute such
         Trustees as  co-trustees  of the same trust and that each such  Trustee
         shall be trustee of a trust or trusts hereunder separate and apart from
         any trust or trusts  hereunder  administered by any other such Trustee;
         and upon the execution and delivery of such supplemental  indenture the
         resignation or removal of the retiring  Trustee shall become  effective
         to the extent provided therein and each such successor Trustee, without
         any further act, deed or  conveyance,  shall become vested with all the
         rights,  powers, trusts and duties of the retiring Trustee with respect
         to the  Securities of that or those series to which the  appointment of
         such successor  Trustee relates;  but, on request of the Company or any
         successor  Trustee,  such retiring Trustee shall duly assign,  transfer
         and deliver to such  successor  Trustee all  property and money held by
         such retiring Trustee  hereunder with respect to the Securities of that
         or those  series to which the  appointment  of such  successor  Trustee
         relates. 


                  (c) Upon request of any such  successor  Trustee,  the Company
         shall  execute  any and all  instruments  for more fully and  certainly
         vesting in and  confirming to such  successor  Trustee all such rights,
         powers and trusts  referred to in paragraph (a) or (b) of this Section,
         as the  case  may  be. 

                  (d) No successor  Trustee shall accept its appointment  unless
         at the  time  of  such  acceptance  such  successor  Trustee  shall  be
         qualified  and  eligible  under  this  Article. 

 SECTION 611.     Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such

                                       49
<PAGE>   55

authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 612.   Preferential Collection of Claims Against the Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of Section 311 of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).

SECTION 613.   Appointment of Authenticating Agent.

         The Trustee may, with the consent of the Company, appoint an
Authenticating Agent or Authenticating Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and if the Trustee is required to appoint one or more
Authenticating Agents with respect to any series of Securities, to authenticate
Securities of such series upon original issuance and to take such other actions
as are specified in Sections 303, 304 and 309, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Notwithstanding
anything to the contrary in this Section 613 or in any other Section of this
Indenture, an Authenticating Agent shall not be authorized to authenticate
Securities constituting the first issuance of Securities of any series until and
unless the requirements of Section 301 hereof have been, or are concurrently
therewith being, complied with.

         Each Authenticating Agent shall be acceptable to the Company, and
except as specified by Section 301, each Authenticating Agent shall at all times
be a corporation that would be permitted by Section 310(a) (1) and (5) of the
Trust Indenture Act to be able to act as a trustee under an indenture qualified
under the Trust Indenture Act, is authorized under applicable law and by its
charter to act as such and that has a combined capital and surplus (computed in
accordance with Section 310(a) (2) of the Trust Indenture Act) of not less than
$50,000,000. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section. If the Authenticating Agent has or shall acquire any conflicting,
interest, as defined in Section 310(b) of the Trust Indenture Act, with respect
to Securities of any series, the Authenticating Agent shall take action as is
required pursuant to said Section 310(b).

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party or any corporation succeeding to the corporate agency or
corporate trust business of such Authenticating Agent, shall continue to be an
Authenticating Agent; provided, that such corporation shall be otherwise
eligible under 

                                       50

<PAGE>   56

this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or such Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor. Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 606.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                        The Bank of New York
                                          as Trustee


                                        __________________________________
                                                 As Authenticating Agent
 

                                        By________________________________
                                                Authorized Signatory

         If all of the Securities of a series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 102 and need not be accompanied by an opinion of
Counsel), shall appoint in, accordance with this Section an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to
such series of Securities.

                                       51

<PAGE>   57


                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.    Company to Furnish Trustee Names and Addresses of Holders.

         In accordance with Section 312(a) of the Trust Indenture Act, the
Company will furnish or cause to be furnished to the Trustee:

                  (a) semiannually, on dates mutually acceptable to the Trustee
         and the  Company,  a list,  in such form as the Trustee may  reasonably
         require,  the names and  addresses of the Holders of Securities as of a
         date mutually acceptable to the Trustee and the Company, and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request,  a
         list of similar  form and  content,  such list to be dated as of a date
         not  more  than 15 days  prior  to the  time  such  list is  furnished;
         
notwithstanding the foregoing,  so long as the Trustee is the Security Registrar
with  respect  to a  particular  series of  Securities,  no such  list  shall be
required to be furnished in respect of such series.

SECTION 702.   Preservation of Information; Communications to Holders.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

         The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

         Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with Section 312 of the Trust Indenture Act,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.

SECTION 703.  Reports by Trustee.

                 (a) Within 60 days after June 15 of each year commencing with 
         the year following the first issuance of Securities pursuant to Section
         301, if  required by Section  313(a) of the Trust  Indenture  Act,  the
         Trustee  shall  transmit  pursuant  to  Section  313(c) of  


                                       52

<PAGE>   58

         the Trust  Indenture  Act, a brief  report  dated as of such June 15
         with  respect to any of the events  specified  in said  Section  313(g)
         which may have occurred  since the later of the  immediately  preceding
         June 15 and the date of this Indenture.

                 (b) The Trustee shall transmit the reports  required by Section
         313(a) of the Trust Indenture Act at the times specified  therein.

                 (c) Reports pursuant to this Section shall be transmitted in 
         the manner and to the Persons  required  by Sections  313(c) and (d) of
         the Trust Indenture Act.


SECTION 704.    Reports by Company.

         (a) The Company, pursuant to Section 314(a) of the Trust Indenture 
Act, shall:

              (1) file with the  Trustee,  within 15 days  after the  Company is
         required  to file the same with the  Commission,  copies of the  annual
         reports and of the information,  documents and other reports (or copies
         of such  portions of any of the  foregoing as the  Commission  may from
         time to time by rules and regulations  prescribe) which the Company may
         be  required  to file with the  Commission  pursuant  to  Section 13 or
         Section  15(d) of the Exchange  Act; or, if the Company is not required
         to file  information,  documents or reports  pursuant to either of said
         Sections,  then it shall file with the Trustee and the  Commission,  in
         accordance with rules and  regulations  prescribed from time to time by
         the Commission,  such of the  supplementary  and periodic  information,
         documents and reports  which may be required  pursuant to Section 13 of
         the Exchange Act in respect of a Security  listed and  registered  on a
         national  securities exchange as may be prescribed from time to time in
         such rules and regulations;

              (2) unless the Company furnishes  information to the Commission in
         accordance with Rule 12g3-2(b) under or pursuant to Section 13 or 15(d)
         of the Exchange Act, the Company shall promptly  furnish or cause to be
         furnished such  information as is specified  pursuant to Rule 144(d)(4)
         under the  Securities Act (or any successor  provision  thereto) to any
         Holder or beneficial owner of a Security or to a prospective  purchaser
         of a Security who is designated by such Holder or beneficial  owner and
         is a qualified  institutional buyer (as defined in Rule 144A), upon the
         request of such Holder or beneficial owner or prospective purchaser, in
         order to permit compliance by such Holder or beneficial owner with Rule
         144A under the Securities Act.

              (3) file with the Trustee and the  Commission,  in accordance with
         rules and  regulations  prescribed from time to time by the Commission,
         such  additional  information,  documents  and reports  with respect to
         compliance  by the Company with the  conditions  and  covenants of this
         Indenture  as may be  required  from  time to time  by such  rules  and
         regulations;

              (4)  transmit  within 30 days  after the filing  thereof  with the
         Trustee,  in the manner and to the extent provided in Section 313(c) of
         the Trust Indenture Act, such summaries of any  information,  documents
         and reports  required to be filed by the Company pursuant to paragraphs
         (1) and (2) of this Section as may be required by rules and regulations
         prescribed from time to time by the Commission; and


                                       53
<PAGE>   59

              (5)  transmit  within  30 days  after  June 15 of each year to the
         Trustee,  a brief  certificate  from the principal  executive  officer,
         principal  financial  officer or  principal  accounting  officer of the
         Company as to his or her knowledge of such  obligor's  compliance  with
         all conditions and covenants under the Indenture as determined  without
         regard to any period of grace or requirement  of notice  provided under
         the Indenture.  

         In addition,  the Company shall furnish, or cause to be furnished, to 
         the Trustee:

              (6) as soon as available and in any event within 90 days after the
         end of each fiscal year of the Company,  a copy of the Consolidated (as
         defined herein) balance sheet of the Company and its  Subsidiaries,  if
         any, as of the end of such fiscal year and  Consolidated  statements of
         income,  cash flows and changes in shareholder's  equity of the Company
         and its  Subsidiaries,  if any,  for such  fiscal  year,  in each  case
         accompanied by an opinion by Deloitte & Touche LLP or other  nationally
         recognized firm of independent public accountants,  in each case having
         been prepared in accordance with GAAP;

              (7) as soon as available and in any event within 45 days after the
         end of each of the first  three  quarters  of each  fiscal  year of the
         Company,  the unaudited  Consolidated  balance sheet of the Company and
         its  Subsidiaries,  if any, as of the end of such quarter and unaudited
         Consolidated   statements   of  income,   cash  flows  and  changes  in
         shareholder's  equity of the Company and its Subsidiaries,  if any, for
         such quarter and for the period  commencing  at the end of the previous
         fiscal year and ending  with the end of such  quarter,  duly  certified
         (subject to year-end audit  adjustments) by a financial  officer of the
         Company as having been prepared in accordance with GAAP;

              (8) as soon as available and in any event within 90 days after the
         end of each fiscal year of DTE Energy,  a copy of the annual  report to
         shareholders  for  such  year  for DTE  Energy  and  its  Subsidiaries,
         containing  the  Consolidated  balance  sheet  of DTE  Energy  and  its
         Subsidiaries  as of the  end  of  each  fiscal  year  and  Consolidated
         statements of income, cash flows and changes in shareholders' equity of
         DTE Energy and its  Subsidiaries  for such  fiscal  year,  in each case
         accompanied by an opinion by Deloitte & Touche LLP or other  nationally
         recognized firm of independent  public accountants having been prepared
         in accordance with GAAP;

              (9) as soon as available and in any event within 45 days after the
         end of each of the first  three  quarters  of each  fiscal  year of DTE
         Energy, the unaudited  Consolidated balance sheet of DTE Energy and its
         Subsidiaries  as of the end of such quarter and unaudited  Consolidated
         statements of income, cash flows and changes in shareholders' equity of
         DTE Energy and its  Subsidiaries  for such  quarter  and for the period
         commencing  at the end of the previous  fiscal year and ending with the
         end of such quarter; and 


              (10) promptly after sending or filing thereof, copies of all other
         reports  and  registration  statements  that the  Company or any of its
         Subsidiaries,  if  any,  files  with  the  Commission  or any  national
         securities exchange. 


                                       54

<PAGE>   60
              (11) as soon as possible,  and in any event within five days after
         the  occurrence  of each Event of Default (or an event  that,  with the
         passage of time or the giving of notice, or both, would become an Event
         of Default)  continuing on the date of such  statement,  a statement of
         the chief  financial  officer of the Company  setting  forth details of
         such  Event of Default or event and the  action  that the  Company  has
         taken and proposes to take with respect  thereto.  

         (b) Delivery of such reports,  information and documents to the 
Trustee is for informational purposes only and the Trustee's receipt of such    
shall not constitute constructive notice of any information contained therein   
or determinable from information contained therein, including the Company's
compliance with any of its covenants  hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

         The Company shall not merge or consolidate with or into any other
Person 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, and the Company shall not permit any Person to
consolidate into with or merge with the Company or any Subsidiary 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 to the Company or
any Subsidiary, unless:

              (1) in case the Company or any Subsidiary  shall  consolidate with
         or  merge  into  another  Person  or  convey,  transfer  or  lease  its
         properties and assets as an entity or  substantially  as an entirety to
         any Person,  the Person formed by such  consolidation or into which the
         Company or any  Subsidiary  is merged or the Person  which  acquires by
         conveyance or transfer,  or which leases,  the properties and assets of
         the  Company  or any  Subsidiary  as an entity or  substantially  as an
         entirety  shall be a  [corporation,  partnership  or  trust,]  shall be
         organized and validly  existing  under the laws of the United States of
         America,  any state  thereof  or the  District  of  Columbia  and shall
         expressly assume,  by an indenture  supplemental  hereto,  executed and
         delivered to the Trustee, the due and punctual payment of the principal
         of (and  premium,  if  any)  and  interest  (including  all  Additional
         Amounts,  if  any,  payable  pursuant  to  Section  1004)  on  all  the
         Securities  and the  performance of every covenant of this Indenture on
         the part of the Company to be performed or observed;

              (2) at the time of such proposed transaction and immediately after
         giving effect to such transaction and treating any  indebtedness  which
         becomes an  obligation  of the Company or a  Subsidiary  as a result of
         such  transaction  as  having  been  incurred  by the  Company  or such
         Subsidiary at the time of such transaction, no Event of Default, and no
         event  which,  after  notice or lapse of time or both,  would become an
         Event of Default,  shall have occurred and be  continuing;  and 

                                       55

<PAGE>   61
              (3) the Company or the  successor  Person shall have  delivered to
         the Trustee an Officers'  Certificate  and an Opinion of Counsel,  each
         stating that such consolidation,  merger, conveyance, transfer or lease
         and, if a  supplemental  indenture is required in connection  with such
         transaction,  such supplemental  indenture comply with this Article and
         Article  Nine and that all  conditions  precedent  herein  provided for
         relating to such transaction have been complied with.  

SECTION 802.  Successor Person Substituted.

        Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company as an entity or substantially as an entirety in
accordance with Section 801, the successor Person formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor Person had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities and coupons.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders of Securities or coupons, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto for any of the following purposes:

              (1) to evidence the  succession  of another  Person to the Company
         and the  assumption  by any  such  successor  of the  covenants  of the
         Company herein and in the Securities; or

              (2) to add to the  covenants of the Company for the benefit of the
         Holders of all or any series of Securities  (and if such  covenants are
         to be for the  benefit of less than all series of  Securities,  stating
         that such covenants are expressly being included solely for the benefit
         of such  series) or to surrender  any right or power  herein  conferred
         upon the Company with  respect to all or any series of the  Securities;
         or 

              (3) to add any additional Events of Default with respect to all or
         any  series  of the  Securities  (and,  if such  Event  of  Default  is
         applicable to less than all series of Securities, specifying the series
         to which  such Event of  Default  is  applicable);  or 

              (4) to add to or change any of the provisions of this Indenture to
         provide that Bearer  Securities may be registrable as to principal,  to
         change or eliminate any restrictions on the payment of principal of (or
         premium,  if any) or interest on Bearer  Securities,  to permit  Bearer
         Securities  to be issued in  exchange  for  Registered  Securities,  

                                       56

<PAGE>   62

         to permit  Bearer  Securities  to be issued in exchange for Bearer
         Securities of other authorized denominations or to permit or facilitate
         the issuance of Securities in uncertificated form;  provided,  that any
         such action shall not adversely  affect the interests of the Holders of
         Securities  of  any  series  or any  related  coupons  in any  material
         respect; or

              (5) to establish the form or terms of Securities of any series and
         any related  coupons as  permitted  by Sections  201 and 301; or 

              (6) to  evidence  and provide for the  acceptance  of  appointment
         hereunder by a successor  Trustee with respect to the Securities of one
         or more  series and to add to or change any of the  provisions  of this
         Indenture  as shall be  necessary  to  provide  for or  facilitate  the
         administration  of the  trusts  hereunder  by more  than  one  Trustee,
         pursuant  to the  requirements  of Section  610(b);  or

              (7) to cure any ambiguity,  to correct or supplement any provision
         herein which may be defective or inconsistent  with any other provision
         herein,  or to make or amend  any  other  provisions  with  respect  to
         matters or questions arising under this Indenture;  provided, that such
         other  provisions  as  may be  made  shall  not  adversely  affect  the
         interests  of the  Holders of  Securities  of any series or any related
         coupons in any material respect; or

              (8)  to  modify,  eliminate  or  add to  the  provisions  of  this
         Indenture to such extent as shall be necessary or helpful to effect the
         qualification  of the  Indenture  under the Trust  Indenture Act and to
         modify,  eliminate or add to the  provisions of this  Indenture to such
         extent as shall be necessary or helpful to conform to any  mandatory or
         optional  provisions  of the Trust  Indenture  Act as the same may from
         time to time be  amended;  or

              (9) to add to, delete from or revise the  conditions,  limitations
         and restrictions on the authorized amount,  terms or purposes of issue,
         authentication and delivery of Securities, as herein set forth; or

              (10) to modify, eliminate or add to the provisions of any Security
         to  allow  for such  Security  to be held in  certificated  form by the
         Holder  thereof;  or 

              (11) to secure the Securities of the applicable series; or

              (12) to amend or supplement any provision  contained  herein or in
         any  supplemental  indenture,   provided  that  no  such  amendment  or
         supplement  shall adversely  affect the interests of the Holders of any
         Securities then Outstanding in any material respect; or 

              (13) to  modify,  delete or add to any of the  provisions  of this
         Indenture  other than as  contemplated  by clauses (1) through  (10) of
         this Section, provided that any such modification, deletion or addition
         shall  become  effective  only with  respect  to  series of  Securities
         established  pursuant to Section 301 after the  effective  date of such
         modification,   deletion  or  addition.  

                                       57
<PAGE>   63

SECTION 902. Supplemental  Indentures  with Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series and any related coupons under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,

              (1)change  the  Stated  Maturity  of  the  principal  of,  or  any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the  redemption  thereof,  or change any obligation of the
         Company to pay Additional  Amounts  pursuant to Section 1004 (except as
         contemplated  by Section  801(1) and permitted by Section  901(1)),  or
         reduce  the  amount of the  principal  of an  original  Issue  Discount
         Security  that  would  be  due  and  payable  upon  a  declaration   of
         acceleration of the Maturity thereof pursuant to Section 502, or change
         the Place of Payment,  coin or  currency  in which any  Security or any
         premium  or any  interest  thereon is  payable,  or impair the right to
         institute suit for the  enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date); or

              (2) reduce the percentage in principal  amount of the  Outstanding
         Securities of any series,  the consent of whose Holders is required for
         any such  supplemental  indenture,  or the consent of whose  Holders is
         required for any waiver (of compliance with certain  provisions of this
         Indenture  or  certain  defaults  hereunder  and  their   consequences)
         provided for in this Indenture,  or reduce the  requirements of Section
         1304 for quorum or voting;  or

              (3) change any  obligation of the Company to maintain an office or
         agency in the places and for the purposes specified in Section 1002(2);
         or 

              (4) modify any of the  provisions of this Section,  Section 513 or
         Section 1010, except to increase any such percentage or to provide that
         certain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Outstanding Security affected
         thereby. 

              A supplemental  indenture which changes or eliminates any covenant
or other  provision of this Indenture  which has expressly been included  solely
for the  benefit  of one or more  particular  series  of  Securities,  or  which
modifies the rights of the Holders of  Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.


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<PAGE>   64
         It shall not be necessary for any Act of Holders of Securities under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

SECTION 903.  Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 315 of the Trust Indenture Act) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties, immunities or liabilities under
this Indenture or otherwise.

SECTION 904.  Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
and of any coupons appertaining shall be bound thereby.

SECTION 905.  Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906.  Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Company, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated delivered by the
Trustee or an Authenticating Agent in exchange for Outstanding Securities of
such series.

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on or any Additional Amounts payable in respect of the
Securities of that series in accordance with the terms of the Securities, any
coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities; any
interest due on and any Additional Amounts payable in respect of Bearer
Securities other than Additional Amounts, if 


                                       59
<PAGE>   65
any, payable as provided in Section 1004 in respect of principal of (or premium,
if any, on) such Security shall be payable only upon presentation and surrender 
of the several coupons for such interest installments as are evidenced thereby 
as they severally mature.

SECTION 1002.  Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for such series (but
not Bearer Securities, except as otherwise provided below, unless such Place of
Payment is located outside the United States) an office or agency where
Securities of that series may be presented or surrendered for payments, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. If Securities of a
series are issuable as Bearer Securities, the Company will maintain, subject to
any laws or regulations applicable thereto, in a Place of Payment for that
series located outside the United States, an office or agency where Securities
of that series and related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Securities of that
series pursuant to Section 1004); provided, however, that if the Securities of
that series are listed on The Stock Exchange of the United Kingdom and the
Republic of Ireland, the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Securities of that series in
London, Luxembourg or any other required city located outside the United States,
as the case may be, so long as the Securities of that series are listed on such
exchange. The Company will give prompt written notice to the Trustee and the
Holders of such series of the location, and any change in the location, of any
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency in respect of any series of Securities or shall
fail to furnish the Trustee with the address thereof, such presentations and
surrenders of Securities of that series may be made and notices and demands may
be made or served at the Corporate Trust Office of the Trustee, except that
Bearer Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series pursuant to Section 1004) at the place
specified for that purpose pursuant to Section 301, and the Company hereby
appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands.

         Except as otherwise specified or contemplated by Section 301, no
payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States or by check mailed to
any address in the United States or by transfer to an account maintained with a
bank located in the United States; provided, however, that, if the Securities of
a series are denominated and payable in Dollars, payment of principal of (and
premium, if any) and interest on any Bearer Security (including any Additional
Amounts payable on Securities of such series pursuant to Section 1004) shall be
made at the office of the Company's Paying Agent in the Borough of Manhattan,
The City of New York, if (but only if) payment in Dollars of the full amount of
such principal, premium, interest or Additional Amounts, as the case may be, at
all offices or agencies outside the United States maintained for that purpose by
the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions.

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<PAGE>   66

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee and the Holders of such series of any such designation or rescission and
of any change in the location of any such other office or agency. Unless
otherwise specified as contemplated by Section 301, the Company hereby
designates as the Place of Payment for each series the Corporate Trust Office.

SECTION 1003.  Money for Securities Payments to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on any Securities of that series, deposit with
a Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

         The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

              (1)hold  all sums held by it for the payment of the  principal  of
         (and premium, if any) or interest on Securities of that series in trust
         for the benefit of the Persons  entitled  thereto until such sums shall
         be paid to such Persons or otherwise disposed of as herein provided;

              (2) give the Trustee  notice of any default by the Company (or any
         other obligor upon the  Securities of that series) in the making of any
         payment  of  principal  of (and  premium,  if any) or  interest  on the
         Securities  of that  series  and,  if so, the amount of such  defaulted
         payment;  and 

              (3) at any time during the  continuance of any such default,  upon
         the written  request of the Trustee,  forthwith  pay to the Trustee all
         sums so held in trust by such  Paying  Agent.  


              The Company  may at any time,  for the  purpose of  obtaining  the
satisfaction  and discharge of this Indenture or for any other purpose,  pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying  Agent,  such sums to be held by the Trustee
upon the same  trusts as those upon which such sums were

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<PAGE>   67

held by the Company or such Paying  Agent;  and, upon such payment by any Paying
Agent to the  Trustee,  such Paying  Agent  shall be  released  from all further
liability with respect to such money.

         Except as otherwise provided hereby or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest or
Additional Amounts on any Security of any series and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security or any coupon
appertaining thereto shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense and at the direction of the Company cause to be published
once, in an Authorized Newspaper in each Place of Payment, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

SECTION 1004. Additional Amounts.

         If the Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto Additional Amounts as provided therein. Whenever
in this Indenture there is mentioned, in any context, the payment of the
principal of or any premium or interest on, or in respect of, any Security of
any series or payment of any related coupon or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided for in this
Section to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.

         Except as otherwise provided herein or pursuant hereto, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of and any premium or
interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding shall
be required, then such Officers' Certificate shall specify by country the

                                       62
<PAGE>   68

amount, if any, required to be withheld on such payments to such Holders of
Securities or coupons and the Company will pay to such Paying Agent the
Additional Amounts required by this Section. The Company covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officers' Certificate furnished pursuant to this
Section.

SECTION 1005. Existence. 

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Company and the
Holders.

SECTION 1006. Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 1007. Change in Nature of Business.

         The Company will not make any material change in the nature of its
business as carried on at the date of the issuance of the Securities.

SECTION 1008. Accounting Changes.

         The Company will not make or permit, or permit any of its Subsidiaries
to make or permit, any change in accounting policies or reporting practices,
except as required or permitted by GAAP.

SECTION 1009. Statement by Officers as to Default .

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company (which as of the date hereof ends on December
31 of each year) ending after the date hereof so long as any Security is
outstanding hereunder, an Officers' Certificate, stating that in the course of
the performance by the signers of their duties as such officers of the Company
or Company Agent(s) they would normally obtain knowledge of any default by the
Company in the performance or fulfillment of any covenant, agreement or
condition contained in this Indenture, and stating whether or not they have
obtained knowledge of any such default existing on the date 

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<PAGE>   69
of such statement and, if so,  specifying each such default of which the signers
have knowledge and the nature thereof.

SECTION 1010.  Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1001 to 1008, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least 66-2/3% in principal amount of the outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise provided herein or therein pursuant hereto) in accordance with this
Article.

SECTION 1102.  Election to Redeem; Notice to Trustee.

           The election of the Company to redeem any Securities shall be
evidenced by either a Board Resolution or an Officers' Certificate. In the case
of any redemption at the election of the Company of less than all the Securities
of any series, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal amount
of Securities of such series to be redeemed. In the case of any redemption of
Securities (i) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, or (ii)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.

SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series with identical terms and
conditions are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for redemption,
by lot or by such other method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Registered Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series. Notwithstanding the preceding


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<PAGE>   70
sentence,  if the list of Holders of  Securities of any series to be redeemed is
maintained  by  computer  or  other  data  processing  equipment  by a  Security
Registrar,  a Paying Agent or another Person  authorized to maintain such a list
under this  Indenture,  the Trustee  may,  and if  reasonably  requested  by the
Company  shall,  utilize  the  computer  or data  processing  equipment  of such
Security  Registrar,  Paying Agent or other authorized Person for the purpose of
determining  by lot or by such other  method as the Trustee  shall deem fair and
appropriate the Securities to be redeemed.  No partial  redemption  shall reduce
the portion of the  principal  amount of a  Registered  Security of a series not
redeemed  to less than the minimum  denominations  for a Security of such series
established herein pursuant hereto.

         The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1104.  Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
106 to the Holders of Securities to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date unless a shorter period is specified
pursuant to Section 301 with respect to the Securities to be redeemed.

         All notices of redemption shall state:

                (1) the Redemption Date,

                (2) the Redemption Price,

                (3) if less than all the  Outstanding  Securities  of any series
         are to be redeemed,  the identification (and, in the case of partial
         redemption, the principal amounts) of the particular Securities to
         be redeemed, 

                (4) that on the Redemption Date the Redemption Price will become
         due and payable upon each such Security to be redeemed and, if 
         applicable, that interest thereon and Additional Amounts, if any,
         will cease to accrue on and after said date, 

                (5) the place or places where such  Securities,  together in the
         case of Bearer Securities with all coupons appertaining  thereto,  if
         any, maturing  after the Redemption Date, are to be surrendered for
         payment of the Redemption  Price, 

                (6) that the  redemption  is for a sinking  fund, if such is the
         case, and

                (7) The CUSIP  numbers of the  Securities  to be so redeemed. 

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<PAGE>   71
         A notice of redemption  published as  contemplated  by Section 106 
need not identify particular Registered Securities to be redeemed.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company, in which event the
Company shall provide the Trustee with the information required by Clauses (1)
through (6) above.

         If at the time notice of redemption shall be given the Company shall
not have deposited with a Paying Agent and/or irrevocably directed the Trustee
or a Paying Agent to apply, from money held by it available to be used for the
redemption of Securities which are to be redeemed, an amount in cash sufficient
to redeem all of the Securities called for redemption, including accrued
interest and Additional Amounts to the Redemption Date, such notice shall state
that it is subject to the receipt of the redemption monies by the Trustee or a
Paying Agent on or before the Redemption Date and such notice shall be of no
effect unless such monies are so received before such date.

SECTION 1105. Deposit of Redemption Price.

         On or before any Redemption Date, the Company shall deposit with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on and any Additional Amounts with
respect thereto, all the Securities which are to be redeemed on that date The
Paying Agent shall provide notice to the Trustee of such deposit.

SECTION 1106. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid if required
pursuant to the terms of the Securities being redeemed, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest (and
any Additional Amounts) to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided, further,
that, unless otherwise specified as contemplated by Section 301, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.


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<PAGE>   72

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee or Authenticating
Agent if there be furnished to them such Security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to the Trustee or Authenticating Agent
or any paying Agent any such missing coupon in respect of which a deduction
shall have been made from the Redemption Price, such Holder shall be entitled to
receive the amount so deducted; provided, however, that interest represented by
coupons shall be payable only at an office or agency located outside the United
states (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and surrender
of those coupons.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

SECTION 1107.  Securities Redeemed in Part.

         Any Registered Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Security
Registrar so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee or Authenticating Agent shall authenticate and
deliver to the Holder of such Security without service charge, a new Registered
Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depositary
or other Depositary for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
Unredeemed portion of the principal of the Security in global form so
surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.  Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series 

                                       67

<PAGE>   73
is herein referred to as an "optional sinking fund payment".  If provided for by
the terms of  Securities  of any series,  the cash  amount of any  sinking  fund
payment may be subject to  reduction as provided in Section  1202.  Each sinking
fund payment  shall be applied to the  redemption of Securities of any series as
provided for by the terms of Securities of such series.

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Securities of a series which have been redeemed either
at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such series required
to be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided, that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Security Registrar at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

SECTION 1203.  Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Trustee a Company
Order specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 1202 and will also deliver to the Security Registrar
any Securities to be so delivered. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in or permitted by
Section 1103 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 1104.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301.  Purposes for Which Meetings May Be Called.

         A meeting of Holders of Securities of any or all series may be called
at any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.



                                       68
<PAGE>   74
SECTION 1302.  Call, Notice and Place of Meetings.

              (a) The  Trustee  may at any time call a  meeting  of  Holders  of
         Securities of any series for any purpose  specified in Section 1301, to
         be held at such time and at such place in the Borough of Manhattan, The
         City of New York,  or if the  Securities  of such  series are issued as
         Bearer Securities, in London as the Trustee shall determine.  Notice of
         every meeting of Holders of Securities of any series, setting forth the
         time and the place of such  meeting  and in  general  terms the  action
         proposed  to be taken at such  meeting,  shall be given,  in the manner
         provided in Section  106, not less than 20 nor more than 180 days prior
         to the date fixed for the meeting.

              (b)  In  case  at  any  time  the  Company,  pursuant  to a  Board
         Resolution,  or the  Holders  of at least  10% in  aggregate  principal
         amount of the outstanding Securities of any series shall have requested
         the  Trustee to call a meeting of the  Holders  of  Securities  of such
         series for any purpose  specified in Section 1301,  by written  request
         setting forth in reasonable  detail the action  proposed to be taken at
         the meeting,  and the Trustee shall not have made the first publication
         of the  notice of such  meeting  within 20 days  after  receipt of such
         request or shall not thereafter proceed to cause the meeting to be held
         as provided  herein,  then the Company or the Holders of  Securities of
         such  series in the  amount  above  specified,  as the case may be, may
         determine the time and the place in the Borough of Manhattan,  The City
         of New York, or in London, as the case may be, for such meeting and may
         call such  meeting  for such  purposes  by  giving  notice  thereof  as
         provided in subsection (a) of this Section. 


SECTION 1303.  Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 1304.  Quorum; Action.

         The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series; provided, however, that if any
action is to be taken at such meeting with respect to a consent or waiver which
this Indenture expressly provides may be given by the Holders of not less than
66-2/3% in aggregate principal amount of the Outstanding Securities of a series,
the Persons entitled to vote 66-2/3% in aggregate principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case, the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such 

                                       69
<PAGE>   75

adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting  prior to the  adjournment  of such
adjourned  meeting.  Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1302(a), except that such notice need be given only
once not less than five days prior to the date on which the meeting is scheduled
to be reconvened.  Notice of the reconvening of an adjourned meeting shall state
expressly the percentage,  as provided above, of the aggregate  principal amount
of the outstanding Securities of such series which shall constitute a quorum.

         Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of that
series; provided, however, that, except as limited by the proviso to Section
902, any resolution with respect to any consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than 66-2/3% in
aggregate principal amount of the outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly convened and at which a quorum
is present as aforesaid only by the affirmative vote of the Holders of 66-2/3%
in aggregate principal amount of the outstanding Securities of that series; and
provided, further, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in aggregate principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative vote
of the Holders of such specified percentage in aggregate principal amount of the
Outstanding Securities of that series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of a series and the related coupons,
whether or not present or represented at the meeting.

SECTION 1305.  Determination of Voting Rights; Conduct and Adjournment of
               Meetings.


              (a)  Notwithstanding  any other provisions of this Indenture,  the
         Trustee may make such  reasonable  regulations as it may deem advisable
         for any meeting of Holders of Securities of a series in regard to proof
         of the holding of Securities of such series and of the  appointment  of
         proxies and in regard to the  appointment  and duties of  inspectors of
         votes,  the submission and  examination  of proxies,  certificates  and
         other evidence of the right to vote, and such other matters  concerning
         the  conduct of the  meeting as it shall  deem  appropriate.  Except as
         otherwise permitted or required by any such regulations, the holding of
         Securities  shall be proved in the manner  specified in Section 104 and
         the appointment of any proxy shall be proved in the manner specified in
         Section  104 or by having the  signature  of the person  executing  the
         proxy  witnessed or  guaranteed  by any trust  company,  bank or banker
         authorized  by  Section  104  to  certify  to  the  holding  of  Bearer
         Securities.  Such  regulations  may provide  that  written  instruments
         appointing  proxies,  regular on their face,  may be presumed valid and
         genuine without the proof specified in Section 104 or other proof.


                                       70

<PAGE>   76

              (b) The Trustee  shall,  by an  instrument  in writing,  appoint a
         temporary  chairman of the meeting,  unless the meeting shall have been
         called by the  Company or by  Holders  of  Securities  as  provided  in
         Section 1302(b), in which case the Company or the Holders of Securities
         of the series calling the meeting,  as the case may be, shall appoint a
         temporary  chairman.  A permanent chairman and a permanent secretary of
         the meeting shall be elected by vote of the Persons  entitled to vote a
         majority in aggregate principal amount of the Outstanding Securities of
         such series represented at the meeting.  

              (c) At any  meeting  each  Holder of a Security of such series and
         each proxy  shall be  entitled  to one vote for each  $1,000  principal
         amount of the Outstanding Securities of such series held or represented
         by him; provided, however, that no vote shall be cast or counted at any
         meeting in respect of any Security  challenged as not  outstanding  and
         ruled  by the  chairman  of the  meeting  to be  not  Outstanding.  The
         chairman of the meeting shall have no right to vote, except as a Holder
         of a Security of such series or as a proxy.

              (d) Any meeting of Holders of Securities of any series duly called
         pursuant to Section  1302 at which a quorum is present may be adjourned
         from time to time by Persons  entitled to vote a majority in  aggregate
         principal   amount  of  the  Outstanding   Securities  of  such  series
         represented at the meeting; and the meeting may be held as so adjourned
         without  further  notice. 


  SECTION 1306. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to such record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that such a notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

         This instrument 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.


                                       71

<PAGE>   77


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

                                       DTE CAPITAL CORPORATION


                                       By:
                                          __________________________________
                                       Name:    Christopher C. Arvani
                                       Title:   Assistant Treasurer

Attest:




                                       THE BANK OF NEW YORK


                                       By:
                                          __________________________________
                                       Name:
                                       Title:


Attest:

                                       72


<PAGE>   78


STATE OF MICHIGAN                   )
                                    :       ss.:
COUNTY OF WAYNE                     )

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

                                             ________________________________
                                             Notary Public, State of Michigan
                                             My Commission Expires
STATE OF NEW YORK                   )
                                    :       ss.:
COUNTY OF NEW YORK                  )

         On the [ ]th day of [ ]    , 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 that she signed her name thereto by like
authority.

                                             ________________________________
                                             Notary Public, State of New York
                                             Commission Expires


                                       73
<PAGE>   79




                                                         

                                                              EXHIBIT A

               [FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                           TO RECEIVE BEARER SECURITY]

                                   CERTIFICATE

                             DTE CAPITAL CORPORATION

                     [Insert title or sufficient description
                         of Securities to be delivered]


         This is to certify that the above-captioned Securities are not being
acquired by or on behalf of a United States person or for offer to resell or for
resale to a United States person or any person inside the United States or, if a
beneficial interest in the Securities is being acquired by or on behalf of a
United States person or any person inside the United States, that such United
States person is a financial institution within the meaning of Section
1.165-12(c)(1)(v) of the United States Treasury regulations which agrees to
comply with the requirements of Section 165 (j) (3) (A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder and
which is not purchasing for offer to resell or for resale inside the United
States.

         As used herein, "United States person" means any citizen or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate the income of
which is subject to United States Federal income taxation regardless of its
source or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have authority to control all substantial decisions of the trust,
and "United States" means the United States of America (including the States and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

         We undertake to advise you by telex if the above statement as to
beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.

         This certificate excepts and does not relate to U.S. $      principal 
amount of the above-captioned Securities appearing in your books as being held 
for our account as to which we are not able to certify as to the matters set 
forth herein and as to which we understand exchange and delivery of definitive
Securities cannot be made until we are able so to certify.



<PAGE>   80


         We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:_______________, 19__
[To be dated on or after
_______________, 19____(the date
determined as provided in Section
303 of the Indenture)]
                                     [Name of Person Entitled to
                                     Receive Bearer Security]


                                     _____________________________________
                                             (Authorized Signatory]
                                     Name:
                                     Title:

                                       2