<PAGE>   1

================================================================================

                                  TWENTY-NINTH
                             SUPPLEMENTAL INDENTURE
                                       TO
                           INDENTURE OF MORTGAGE AND
                                 DEED OF TRUST
                           DATED AS OF MARCH 1, 1944

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

                       MICHIGAN CONSOLIDATED GAS COMPANY

                                       TO

                                 CITIBANK, N.A.

                                      AND

                               ROBERT T. KIRCHNER
                                    TRUSTEES

                           DATED AS OF JULY 14, 1989

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

                   CREATING AN ISSUE OF FIRST MORTGAGE BONDS,
                                   designated
                      SECURED MEDIUM-TERM NOTES, SERIES A
                 DUE FROM 2 TO 30 YEARS FROM THE DATE OF ISSUE

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

             AND PROVIDING FOR THE MODIFICATION AND RESTATEMENT OF
                                 SAID INDENTURE

================================================================================

<PAGE>   2

                       MICHIGAN CONSOLIDATED GAS COMPANY

                      TWENTY-NINTH SUPPLEMENTAL INDENTURE
                              DATED JULY 15, 1989
                     SUPPLEMENTAL TO INDENTURE OF MORTGAGE
                               AND DEED OF TRUST
                           DATED AS OF MARCH 1, 1944

                                ---------------
                               TABLE OF CONTENTS*
                                ---------------

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                                     PART I

                         PROVISIONS RELATED TO SECURED
                          MEDIUM-TERM NOTES, SERIES A

                                   ARTICLE I.

                     CREATION OF AN ISSUE OF FIRST MORTGAGE
                      BONDS, DESIGNATED AND DISTINGUISHED
                   AS "SECURED MEDIUM-TERM NOTES, SERIES A".

SECTION 1..................................................................    5
     Bonds of the Twenty-sixth Series......................................    5
SECTION 2..................................................................    7
     Redemption............................................................    7
SECTION 3..................................................................    8
     Form of Bonds.........................................................    8
SECTION 4..................................................................   16
     Transfer and Exchange.................................................   16
SECTION 5..................................................................   17
     Temporary Bonds.......................................................   17

                                  ARTICLE II.

                     ISSUE OF BONDS OF TWENTY-SIXTH SERIES.

Aggregate Principal Amount.................................................   18

                                    PART II

                            RESTATEMENT OF INDENTURE

PARTIES....................................................................   19
</TABLE>

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*NOTE: The Table of Contents is not part of the original Indenture as executed.
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                                       ii

                                                                      PAGE
                                                                      ----
RECITALS:
     Purpose of mortgage ............................................  19
     General descriptions of bonds ..................................  19
     General form of coupon bond ....................................  20
     General form of interest coupon ................................  23
     General form of registered bond without coupons ................  23
     Form of Trustee's certificate on all bonds .....................  26
     Due authorization of the Indenture .............................  26
GRANTING CLAUSES ....................................................  26
     Description of property mortgaged ..............................  26
          Real estate ...............................................  27
          Pipelines .................................................  27
          Gas plants, transmission and distribution systems .........  28
          Franchise, easements, etc. ................................  28
          Other property ............................................  28
          After-acquired property ...................................  28
          Property hereafter expressly mortgaged or pledged .........  28
          Together with appurtenances ...............................  29
     Property excepted and excluded from lien .......................  29
          Securities, receivables, cash and contracts ...............  29
          Property and franchises of other corporations .............  29
          Merchandise, materials and supplies .......................  29
          Gas, by-products of gas, electricity, steam, water
            and oil .................................................  30
          Automobiles, trucks and other transportation equipment ....  30
          Property in Earth's orbit or otherwise in space ...........  30
          Oil rights under gas and/or oil leases ....................  30
          Certain real estate .......................................  30
     Right of Trustees or receiver to take possession of excepted
       property on default ..........................................  30
     Reservation of right to mortgage excepted property .............  30
HABENDUM ............................................................  31
     Matters to which the conveyance is subject .....................  31
DECLARATION OF TRUST ................................................  31
DEFEASANCE ..........................................................  32

                                   ARTICLE I.

                                  DEFINITIONS

Purposes and limitation of definitions ..............................  32
Accountant ..........................................................  33
Accountant's certificate ............................................  33
Acquired plan or system .............................................  33
Additional bonds ....................................................  33
Affiliate ...........................................................  33
Appraiser ...........................................................  34
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                                      iii
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Appraiser's certificate...................................................   34
Authorized Detroit newspaper..............................................   34
Authorized New York newspaper.............................................   34
Board of Directors -- Board...............................................   35
Bonded....................................................................   35
     Bonds or property "theretofore bonded"...............................   36
Bondholders...............................................................   36
Bonds.....................................................................   37
     Bonds "outstanding under this Indenture".............................   37
Certified resolution......................................................   37
Company...................................................................   37
Counsel...................................................................   37
Coupons...................................................................   37
Engineer..................................................................   38
Engineer's certificate....................................................   38
Event of default..........................................................   38
Indenture.................................................................   38
Independent accountant....................................................   38
Independent accountant's certificate......................................   38
Independent appraiser.....................................................   39
Independent appraiser's certificate.......................................   39
Independent engineer......................................................   39
Independent engineer's certificate........................................   40
Lien of this Indenture....................................................   40
Mortgaged property -- trust estate........................................   40
Net property additions....................................................   40
Officers' certificate.....................................................   41
Order of the Company -- request of the Company............................   41
Original cost.............................................................   41
Permissible encumbrances..................................................   41
Prior lien................................................................   42
Prior lien bonds..........................................................   42
     Prior lien bonds "outstanding".......................................   42
Property additions........................................................   43
Property retirements......................................................   46
Publication of notice.....................................................   47
Redeemed bonds and redeemed prior lien bonds..............................   47
Registered owner..........................................................   48
Responsible officers of the Trustee.......................................   48
Supplemental indenture....................................................   48
Trust Indenture Act of 1939...............................................   48
Trustee --  Individual Trustee -- Trustees................................   48
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                                      iv
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                                 ARTICLE II.

              DESCRIPTION, EXECUTION AND REGISTRATION OF BONDS.

<S>        <C>                                                                                      <C>
Sec. 2.01  Issuance in series; title, form and designation; determination by Board of Directors;
           supplemental indenture to define terms of each series; general provisions of bonds;
           interest..............................................................................    49

Sec. 2.02  Numbering, lettering and denominations; exchangeability...............................    53

Sec. 2.03  Execution of bonds; officers authorized; authentication of coupons.....................   54

Sec. 2.04  Authentication by Trustee; effect of Trustee's Certificate............................    55

Sec. 2.05  Temporary bonds; exchange for definitive bonds........................................    55

Sec. 2.06  Registration and transfer of bonds; agency in The City of New York; registration
           and transfer elsewhere................................................................    56

Sec. 2.07  Charges for registration, transfer and exchange.......................................    57

Sec. 2.08  Mutilated, destroyed, lost or stolen bonds; issuance of substitutes; effect of
           substitute bond or coupon; cancellation of mutilated bonds and coupons................    58

Sec. 2.09  Twenty-sixth Series of Bonds..........................................................    58


                                 ARTICLE III.

                                ISSUE OF BONDS.

Sec. 3.01  General provisions; aggregate principal amount unlimited; all bonds equally and
           ratably secured.......................................................................    59

Sec. 3.02  Initial series--Retired at or before maturity in 1969.................................    59

Sec. 3.03  Issue of bonds upon basis of net property additions; 70% limitation...................    59

             A.  Compliance with Section 5.10 of Article V.......................................    60

             B.  Deduction of amount of prior lien bonds.........................................    60

             C.  1.  Certified resolution........................................................    60

                 2.  Engineer's certificate......................................................    60

                 3.  Independent engineer's certificate in certain cases.........................    62

                 4.  Appraiser's certificate in certain cases....................................    62

                 5.  Accountant's certificate or independent accountant's certificate
                     as to net earnings..........................................................    62

                 6.  Instruments of conveyance, transfer and assignment..........................    65

                 7.  Opinion of counsel..........................................................    65

                 8.  Officers' certificate as to retirements, liens, no defaults and compliance
                     with conditions precedent...................................................    67
</TABLE>

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                                       v

                                                                        PAGE
                                                                        ----
                         9.   Evidence of authorization by
                              governmental authorities ................  69

Sec. 3.04      Issue of bonds upon the basis of prior lien bonds ......  69
                    A.   Provisions for issuance ......................  69
                         1.   Certified resolution ....................  69
                         2.   Delivery of prior lien bonds or officers'
                              certificate of payment, reduction,
                              invalidity or redemption.................  69
                         3.   Officers' certificate as to deduction of
                              prior lien bonds, bonding, no default,
                              liens and compliance with conditions
                              precedent ...............................  70
                         4.   Opinion of counsel ......................  70
                         5.   Accountant's certificate or independent
                              accountant's certificate as to net
                              earnings in certain cases ...............  71
                         6.   Evidence of authorization by governmental
                              authorities .............................  71
                    B.   Redeemed prior lien bonds deemed paid ........  71
                    C.   Issue of bonds in respect to discharge of
                         mortgage securing prior lien bonds ...........  71
                         a).  Certified resolution; officers'
                              certificate; accountant's certificate;
                              independent accountant's certificate;
                              opinion of counsel ......................  71
                         b).  Additional officers' certificate ........  72
                         c).  Opinion of counsel as to discharge of
                              lien ....................................  72

Sec. 3.05      Issue of bonds upon deposit of cash with Trustee .......  72
                    A.   Certified resolution .........................  72
                    B.   Officers' certificate of no default and
                         compliance with conditions precedent .........  72
                    C.   Accountant's certificate or independent
                         accountant's certificate as to net earnings ..  72
                    D.   Deposit of cash ..............................  72
                    E.   Opinion of counsel ...........................  72
                    F.   Evidence of authorization by governmental
                         authorities ..................................  73
               Disposition of cash deposited ..........................  73

Sec. 3.06      Issue of bonds upon retirement of bonds previously
               outstanding ............................................  73
                    A.   Certified resolution .........................  74
                    B.   Officers' certificate of no default and
                         compliance with conditions precedent .........  74
                    C.   Opinion of counsel ...........................  74

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                                       vi

                                                                          PAGE
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                       D. Accountant's certificate or independent
                          accountant's certificate as to net earnings
                          in certain cases.............................       74
                       E. Officer's certificate........................       74
                       F. Evidence of authorization by governmental
                          authorities..................................       75
               Redeemed bonds deemed paid..............................       75

                                  ARTICLE IV.

                              REDEMPTION OF BONDS.

Sec. 4.01 Notice of redemption; manner of giving notice to be
          specified in supplemental indenture; redemption of
          part of series; deposit of cash; effect of notice;
          payment of redemption price..................................       75
Sec. 4.02 Surrender for cancellation of bonds held by Company..........       77
Sec. 4.03 Cancellation of redeemed bonds...............................       77
Sec. 4.04 Release of lien upon deposit of redemption money.............       78
Sec. 4.05 Notice to be mailed at least 30 days before redemption.......       78
Sec. 4.06 Failure to give notice does not affect validity..............       78
Sec. 4.07 Redemption may be made conditional on deposit of moneys......       78

                                   ARTICLE V.

                                   COVENANTS.

Sec. 5.01 To pay principal and interest and premium in accordance
          with terms of bonds and coupons; to cancel coupons when
          paid.........................................................       79
Sec. 5.02 To maintain agency for service of notices, etc., in The
          City of New York.............................................       79
Sec. 5.03 Of title and warranty........................................       79
Sec. 5.04 Of further assurances........................................       80
Sec. 5.05 To record and file Indenture and additional instruments; to
          furnish opinions of counsel as to recording..................       80
Sec. 5.06 To preserve corporate existence, franchises, etc. ...........       81
Sec. 5.07 To perform all covenants and conditions of prior liens.......       81
Sec. 5.08 Against issuance of additional prior lien bonds unless
          deposited with Trustee.......................................       81
Sec. 5.09      A. To pledge and deposit acquired uncancelled prior
                  lien bonds with Trustee..............................       82
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                                      vii


                                                                           PAGE
                                                                           ----
               B.   To cancel or deliver to Trustee prior lien bonds
                    on satisfaction of prior lien .....................     82
               C.   To pay or deliver to Trustee cash and securities
                    released on satisfaction of prior lien ............     82
               D.   Not to obtain release of cash held by trustee or
                    prior lien except on compliance with Section 5 of
                    Article VIII unless deposited with Trustee .........    83

Sec. 5.10    "Restricted property" defined .............................    83
             Against applying for authentication of bonds, withdrawal or
             reduction of cash, or release of property, if as a result
             70% of the property additions then constituting restricted
             property would exceed 15% of outstanding bonds and prior
             lien bonds ................................................    83

Sec. 5.11    Not to create or permit equal or prior liens on trust
             estate other than liens existing on property at acquisition
             and purchase money mortgages; right to contest validity of
             liens .....................................................    84
             To subordinate future mortgages to the lien of this
             Indenture; exceptions .....................................    84

Sec. 5.12    To pay taxes; right to contest validity of taxes ..........    84

Sec. 5.13    To insure; application of proceeds of insurance; to furnish
             officers' certificate as to insurance .....................    85

Sec. 5.14    To maintain mortgaged property ............................    87

Sec. 5.15    To observe covenants of the Indenture and supplemental
             indentures ................................................    87

Sec. 5.16    Not to dispose of trust estate or lease trust estate as a
             whole or substantially as a whole except as authorized by
             Articles VII and XIII .....................................    87

Sec. 5.17    To permit Trustee to examine property and books; to file
             with Trustees and Securities and Exchange Commission
             certain information and reports; to transmit summaries of
             certain documents and reports to bondholders; to furnish
             Trustee with names and addresses of bondholders ...........    87

Sec. 5.18    Trustees empowered to make payments on default of
             Company ...................................................    89

Sec. 5.19    To cause any paying agent to deliver to Trustee an
             agreement to hold payments for benefit of bondholders and
             to notify Trustee of defaults in payments; Company to hold
             in trust sums to pay principal, premium and interest when
             due if it acts as own paying agent ........................    89
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                                      viii

                                                                         PAGE
                                                                         ----

                                  ARTICLE VI.

                  CONCERNING SECURITIES PLEDGED OR MORTGAGED.

Sec. 6.01      Prior lien bonds and other securities to be held by
               Trustee for further security of bonds issued hereunder;
               prior lien bonds in coupon form to have unmatured
               coupons attached; uncancelled prior lien bonds received
               by Trustee to be stamped; form of stamp; transfer to
               Trustee; registration of prior lien bonds or other
               securities in the name of Trustee or its nominee ......... 90

Sec. 6.02      Payments on prior lien bonds held by Trustee; no
               payments while Company is not in default; enforcement
               of prior lien bonds on default; Trustee may exercise
               rights of holder ......................................... 91

               Company not to sell, assign or transfer any coupon or
               right to interest on prior lien bonds; restruction on
               collection of coupons or interest or other claim or
               judgment, without consent of Trustee; coupons and interest
               rights on prior lien bonds subject to lien hereof......... 91

Sec. 6.03      Surrender of prior lien bonds by Trustee to trustee of
               prior lien ............................................... 92

               Cancellation of prior lien bonds when all bonds of
               particular issue have been deposited with Trustee;
               resolution and opinion of counsel required ............... 92

Sec. 6.04      Disposition of interest on and principal of purchase
               money obligations and municipal or governmental bonds
               held by Trustee; Trustee may exercise rights of holder ... 93

Sec. 6.05      Trustee deemed sole owner of pledged securities when
               authorized under Indenture to exercise rights of holder;
               Trustee to act at request of Company before default;
               after default, Trustee may act in own discretion ......... 93

                                  ARTICLE VII.

               POSSESSION, USE, RELEASE AND TRANSFER OF PROPERTY.

Sec. 7.01      Until default, Company to have possession of property
               and right to receive rents and profits free of lien
               of Indenture, to use and consume materials and supplies,
               to deal with choses in action and contracts (subject to
               Article VI) and to alter, remove, change position of,
               replace and renew property ............................... 94

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                                       ix

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Sec. 7.02      Powers of Company while in possession of trust estate, without release by Trustees:

                    A.   Disposal of worn-out equipment upon replacement thereof; disposal of materials,
                         merchandise and supplies in the ordinary conduct of business................................    94

                    B.   Surrender and modification of leases and right-of-way grants and abandonment of
                         gas wells...................................................................................    94

                    C.   Surrender and modification of franchises, etc., if right to continue business is
                         reserved under modified or new franchise....................................................    94


Sec. 7.03           A.   Sale or other disposition by Company and release by Trustees of property....................    95

                         1.   Officers' certificate..................................................................    95

                         2.   Engineer's certificate or independent engineer's certificate...........................    95

                         3.   Cash equal to the consideration, if any, or fair value of property released;
                              permissible reductions in amount.......................................................    96

                         4.   Opinion of counsel.....................................................................    99

                    B.   Redeemed prior lien bonds deemed paid.......................................................   100

                    C.   Release of property subject to prior lien; Trustee to accept certificate of
                         receipt of consideration by trustee or holder of prior lien in lieu of
                         consideration...............................................................................   100

Sec. 7.04      Sale or other disposition by Company and release by Trustees of property of fair value not
               in excess of $100,000 in any year.....................................................................   100

                    A.   Officers' certificate requesting the release................................................   101

                    B.   Further Officer's Certificate...............................................................   101

                    C.   Engineer's certificate......................................................................   101

                    D.   Opinion of counsel..........................................................................   101

                    E.   Deposit of consideration with Trustee.......................................................   101

                    F.   Appraiser's certificate in certain cases....................................................   101

                         If subject to prior lien, Trustee to accept certificate of receipt of
                         consideration by trustee or holder of prior lien in lieu of consideration...................   101


Sec. 7.05      Release of property taken by eminent domain or disposed of pursuant to requirement of
               public authority; fair value fixed by court or public authority taken as fair value...................   102

               Release of property purchased by municipality or public authority in exercise of right;
               price specified taken as fair value...................................................................   102

               Officers' certificate requesting release;  opinion of counsel as to power of eminent domain
               or of public authority or municipality................................................................   102

</TABLE>

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Sec. 7.06    Purchaser in good faith not bound to make inquiry............  103
Sec. 7.07    Receiver, trustee in bankruptcy, or assignee may exercise
             power to dispose of property with approval of Trustee;
             exercise of powers by Trustees in possession.................  103
             Trustees not required to, but may in discretion of Trustee,
             release mortgaged property when Company is in default........  104
Sec. 7.08    Release of property by Trustee...............................  104
                A.  Officer's Certificate.................................  104
                B.  Engineer's Certificate................................  104
                C.  Further Engineer's Certificate........................  105
                D.  Opinion of counsel....................................  105
Sec. 7.09    Quit claim of property not subject to Lien...................  105

                                 ARTICLE VIII.

                 APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE.

Sec. 8.01    Moneys held by Trustee as part of trust estate (except
             moneys received for special trust or similar fund) to be
             paid out upon order of the Company, if not in default........  106
                A.  Against net property additions; deductions for
                    prior liens...........................................  106
                B.  Against deposit, payment, reduction or ascertainment
                    of invalidity of prior lien bonds.....................  107
                C.  Against bonds surrendered for conversion, paid,
                    redeemed or otherwise surrendered and cancelled.......  107
                D.  In case of proceeds of insurance, against replacement
                    of damaged or destroyed property......................  108
                E.  In case of moneys deposited on account of judgment
                    liens, against amounts of lien upon discharge.........  108
                F.  In case of certain moneys deposited pursuant to
                    Section 7.03 or 7.05 of Article VII, against payment
                    of certain Federal taxes; limitations.................  108
             Redeemed prior lien bonds deemed paid........................  110
Sec. 8.02    Moneys held by Trustee not otherwise disposed of and not
             required for other purposes to be applied on order of
             Company to purchase or redemption of bonds or prior lien
             bonds........................................................  111
             Method of purchase of bonds or prior lien bonds by Trustee...  111
             Cancellation of bonds purchased..............................  111
</TABLE>

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               Company to pay Trustee excess of purchase price over principal amount of bonds and cost of
               advertising .................................................................................................  111
               Trustee to pay Company excess of aggregate principal amount of bonds purchased over purchase price ..........  112
Sec. 8.03      Deposit of cash with Trustee for payment or redemption of bonds; application of deposited moneys ............  112
               Moneys unclaimed for two years after maturity or redemption dates to be repaid to Company; publication of
               notice by Trustee ...........................................................................................  112
Sec. 8.04      Investment and reinvestment of cash held by Trustee; payment of interest to Company; sale of investments
               by Trustee ..................................................................................................  113
               Securities invested in by Trustee to be accepted by Company in lieu of cash .................................. 114
Sec. 8.05      Consent to release of cash held by trustee of prior lien; certification required to authorize release .......  114
Sec. 8.06      Receiver, trustee in bankruptcy, assignee for benefit of creditors or Trustees in possession of trust estate
               may exercise powers of Company under Article VIII ...........................................................  115
</TABLE>

                                  ARTICLE IX.
                                   REMEDIES.

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Sec. 9.01      Events of default defined ...................................................................................  115
               Trustee or not less than 25% of bondholders may declare bonds due and payable if event of default occurs ....  117
Sec. 9.02      Trustee's rights on default:
                    A.   To enter and operate trust estate; application of income; restoration of possession ...............  117
                    B.   Power of sale .....................................................................................  119
                    C.   To enforce or foreclose by judicial proceedings ...................................................  119
Sec. 9.03      Judicial sale of property; appointment of receiver ..........................................................  119
Sec. 9.04      Sale of property as an entirety or in several parcels .......................................................  119
Sec. 9.05      Notice of sale ..............................................................................................  120
Sec. 9.06      Adjournment of sale .........................................................................................  120
Sec. 9.07      Receipt of Trustee for purchase money sufficient discharge to purchaser at sale .............................  120
Sec. 9.08      Use of bonds in payment of purchase price ...................................................................  121
Sec. 9.09      Trustees to execute and deliver deed to purchaser ...........................................................  121
Sec. 9.10      Entire title and interest of Company divested by sale .......................................................  121
Sec. 9.11      Application of proceeds of sale .............................................................................  122
Sec. 9.12      Principal of bonds to become due in case of sale ............................................................  122
</TABLE>
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Sec.  9.13   Covenant to pay principal and interest to Trustees in case
             of default.................................................   123

             Right of Trustees to enforce payment and recover judgment..   123

             Application of moneys collected by Trustees................   124

Sec.  9.14   Trustees empowered to institute suits to prevent impairment
             of lien....................................................   124

Sec.  9.15   Waiver of stay, extension, valuation, appraisement and
             redemption laws............................................   124

Sec.  9.16   Company may surrender possession of trust estate to
             Trustees; voluntary receivership; application of
             income.....................................................   125

Sec.  9.17   Control of proceedings by a majority of bondholders........   125

Sec.  9.18   Exercise of remedies by bondholders; conditions precedent..   126

             Court may assess costs against parties seeking to enforce
             rights in certain cases....................................   126

Sec.  9.19   Waiver of default; rescission of acceleration of maturity;
             restoration of parties to former position; delay or omission
             not a waiver; remedies cumulative..........................   127

Sec.  9.20   Right of Trustee to file proof of debt, claim, etc. on
             behalf of bondholders; Trustee appointed attorney-in-fact of
             bondholders for such purposes..............................   128

Sec.  9.21   Rights, remedies and powers under Article IX subject to
             applicable laws, etc. .....................................   129

                                   ARTICLE X.
                           Concerning the Bondholders.

Sec. 10.01   Bearers and registered holders deemed owners of bonds......   129

Sec. 10.02   Instruments executed by bondholders; proof of execution
             and of ownership of bonds..................................   130

Sec. 10.03   Right of Trustees and Company to inspect bonds; future
             bondholders bound by request and consent of present
             holders....................................................   130

Sec. 10.04   Trustees may act without possession of bonds...............   130

                                  ARTICLE XI.
                Immunities of Officers, Directors, Incorporators,
                          Subscribers and Stockholders

Sec. 11.01   No recourse against officers, directors, incorporators,
             subscribers, and stockholders, obligations issued under
             Indenture solely corporate obligations; personal liability
             waived.....................................................   130
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                                      xiii

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                                  ARTICLE XII.

                                 THE TRUSTEES.

Sec. 12.01     Conditions of Trustees' acceptance of trust ............   131
                    A.   Compensation of Trustees; expenses; lien;
                         indemnity by Company .........................   131
                    B.   May act through agents or attorneys ..........   132
                    C.   Not responsible for recitals in Indenture or
                         bonds, validity or sufficiency of Indenture
                         or bonds, title, security or value of trust
                         estate; not accountable for use by Company of
                         bonds or proceeds thereof ....................   132
                    D.   No obligation to act at request of bondholders
                         without security or indemnity, subject to
                         Section 12.02 of this Article ................   132
                    E.   May rely on opinions of counsel to extent
                         permitted by Section 12.02 of this Article ...   132
                    F.   May rely on certificate of Secretary or
                         Assistant Secretary as to adoption of
                         resolutions to extent permitted by Section
                         12.02 of this Article ........................   132
                    G.   Action taken at request of bondholders binding
                         on future bondholders ........................   133
                    H.   Not liable for debts or damages incurred in
                         case of entry upon and operation of trust
                         property .....................................   133
                    I.   May rely on resolutions, certificates,
                         statements, etc., to the extent permitted by
                         Section 12.02 of this Article ................   133
                    J.   Moneys received by Trustee constitute trust
                         funds but need not be segregated .............   133
Sec. 12.02     Trustees not relieved from liability for negligent or
               willful misconduct .....................................   133
                    A.   Prior to event of default, Trustees liable
                         only for performance of duties specified in
                         Indenture, and may rely on resolutions,
                         certificates, statements, etc. furnished them
                         pursuant to Indenture ........................   133
                    B.   Trustee not liable for error of judgment made
                         in good faith by responsible officer unless
                         negligent in ascertaining facts ..............   134
                    C.   Trustees not liable for action taken or
                         omitted in good faith when directed by holders
                         of majority of bonds .........................   134
               After event of default, Trustees to use same degree of
               care and skill as prudent man ..........................   134

<PAGE>   15
                                      xiv

                                                                          PAGE
                                                                          ----
               Trustees may, and if requested by holders of majority
               of bonds shall, make further investigation of matters
               stated in resolutions, certificates, statements, etc.;
               conditions precedent......................................  134

               Right to examine books, records and premises of
               Company at expense of Company.............................  134

Sec. 12.03     Trustees to notify bondholders of defaults; withholding
               of notice.................................................  135

               No notice of default required if default has been cured...  135

Sec. 12.04     Trustees to eliminate any conflicting interest or resign..  135

               Certain interest deemed to be conflicting.................  136

               Definitions of "security," "obligation in default,"
               "owner or holder," "underwriter," and "person" for
               purposes of this Section 12.04............................  138

               Method of calculation of percentages of securities for
               purposes of this Section 12.04............................  139

Sec. 12.05     Resignation of Trustee upon its ceasing to be bank or
               trust company in good standing with combined capital and
               surplus of not less than $5,000,000; procedure upon
               failure of Trustees to eliminate conflicting interest
               or to resign..............................................  140

Sec. 12.06     Resignation of Trustees; notice...........................  141
               Removal of Trustees; appointment of successor Trustees;
               qualifications of successor Trustees......................  142


Sec. 12.07     Execution of instruments by successor and retiring
               Trustee and by Company; vesting of trust estate in
               successor Trustee; notice.................................  143

Sec. 12.08     Merger or consolidation of Trustee; authentication of
               bonds by successor Trustee................................  144

Sec. 12.09          A.   Trustees, if a creditor of the Company, to set
                         apart and hold in a special account amounts
                         realized on certain claims against Company
                         within four months prior to default or
                         subsequent to default...........................  144
                    B.   Right of Trustees to retain for own account
                         certain amounts realized on claims against
                         Company.........................................  145
                    C.   Apportionment of funds and property held in
                         special account.................................  146
                    D.   Effect of resignation or removal of Trustees....  147
                    E.   Definitions of "default" and "indenture
                         security holders"...............................  148
                    F.   Trustees not required to account if creditor
                         relationship arises from certain transactions;
                         definitions of "security," cash transaction"
                         and "self-liquidating paper"....................  148
<PAGE>   16
                                      XV

<TABLE>
<CAPTION>
                                                                                                                        PAGE
                                                                                                                        ----
<S>           <C>
SEC. 12.10    A. Trustees to transmit to bondholders annual report as to:
                 1.  Eligibility and qualification of Trustees.....................................................      149
                 2.  Advances, remaining unpaid, made as Trustees..................................................      149
                 3.  Indebtedness owed by Company to Trustees in individual capacities and property held as
                     collateral security therefor..................................................................      150
                 4.  Property and funds in possession of Trustees..................................................      150
                 5.  Release of mortgaged property not previously reported.........................................      150
                 6.  Any additional issue of bonds under Indenture not previously reported.........................      150
                 7.  Any action materially affecting bonds or trust estate taken by Trustees and not
                     previously reported...........................................................................      150

              B. Trustees to transmit to bondholders, within ninety days, a brief report with respect to:
                 1.  Release or substitution of property if fair value is 10% or more of outstanding bonds.........      150
                 2.  Advances made by Trustees as such since date of last report if amount unpaid at any time
                     exceeds 10% of outstanding bonds..............................................................      151

              C. Reports and notices to be transmitted by mail to registered owners of bonds, bondholders who have
                 within two years filed names with Trustee, and bondholders whose names are preserved by Trustee
                 pursuant to subdivision A. of Section 12.11 of this Article.......................................      151

              D. Trustee to file copies of reports and notices with each stock exchange upon which bonds are
                 listed and with the Securities and Exchange Commission............................................      151

Sec. 12.11    A. Trustee to preserve, in current form, names and addresses of bondholders; destruction
                 of old lists......................................................................................      151

</TABLE>

<PAGE>   17
                                      xvi

                                                                         PAGE
                                                                         ----

                    B.   Application by bondholders desiring to
                         communicate with other bondholders; Trustee
                         may elect either to afford access to list
                         of bondholders or mail, at applicants'
                         expense, communication specified in request;
                         application to Securities and Exchange
                         Commission where in opinion of Trustee mailing
                         would be contrary to best interests of
                         bondholders or in violation of applicable
                         law ........................................... 152

                         Trustee not liable for disclosure of names and
                         addresses of bondholders or for mailing any
                         material pursuant to this Section 12.11 ....... 153

Sec. 12.12     Acquisition of bonds and coupons by Trustees ............ 153

Sec. 12.13     Trustees protected in complying with rules or orders of
               Securities and Exchange Commission made pursuant to Trust
               Indenture Act of 1939 ................................... 153

Sec. 12.14     Estate held by Trustees as joint tenants; notice to one
               is notice to both ....................................... 154

               Cash and securities to be held by Trustee; title vests in
               Trustees subject to disposition by Trustee; Individual
               Trustee to act on written request by Trustee; Individual
               Trustee may delegate powers to Trustee; removal of
               Individual Trustee ...................................... 154

               Trustee attorney-in-fact for Individual Trustee ......... 155

Sec. 12.15     Appointment of co-trustees; conditions of appointment
               and tenure .............................................. 156

Sec. 12.16     Appointment of Successor Trustee by Company ............. 158


                                 ARTICLE XIII.

                  CONSOLIDATION, MERGER, CONVEYANCE AND LEASE.

Sec. 13.01     Consolidation, merger, conveyance or lease of all
               property by Company permitted; conditions; execution
               of supplemental indenture by successor to Company ....... 159

Sec. 13.02     Extent to which property of successor corporation
               shall become subject to lien of this Indenture;
               provisions of supplemental indenture .................... 159

Sec. 13.03     Powers of successor when all property subjected to
               lien of Indenture; issue of bonds in respect of property
               of successor ............................................ 161
<PAGE>   18
                                      xvii

                                                                            PAGE
                                                                            ----

                                  ARTICLE XIV.

                            MEETINGS OF BONDHOLDERS.

Sec. 14.01  Modifications of Indenture--in general ......................... 162
Sec. 14.02  Call and notice of meeting of bondholders ...................... 162
            Place when called by Trustee ................................... 162
            Written notice ................................................. 162
            Publication .................................................... 162
            When notice not required ....................................... 163
Sec. 14.03  Attendance at meetings ......................................... 164
            Trustee may make regulations as to deposits of bonds ........... 164
            Certificate in lieu of production of unregistered bonds ........ 165
Sec. 14.04  Persons entitled to vote at meetings ........................... 165
            When production of bonds and further proof necessary ........... 165
            Proxies--Acknowledgement ....................................... 165
Sec. 14.05  Temporary Chairman and Secretary ............................... 165
            Permanent Chairman and Secretary ............................... 166
            Inspectors of Votes ............................................ 166
Sec. 14.06  Quorum ......................................................... 166
            Notice of adjournment .......................................... 167
Sec. 14.07  Vote necessary for modification, alteration, etc. of Indenture.. 167
            Limitations on right of modification ........................... 167
Sec. 14.08  Record of meeting .............................................. 168
            Conclusiveness of meeting ...................................... 168
            Copy of resolution to be mailed to bondholders ................. 168
            Proof of mailing to be filed with Trustee ...................... 168
            Effect of failure to mail ...................................... 168
            Approval of resolution by Company .............................. 168
            Effective date of resolution ................................... 169
Sec. 14.09  Notation of action take may be made on bonds ................... 169
            New bonds ...................................................... 169
            When supplemental instrument may be executed ................... 169
Sec. 14.10    A. Trustee may receive written consent of bondholders in lieu
                 of holding a meeting ...................................... 170
              B. Acknowledgment of written consent ......................... 170
              C. Revocation of consent ..................................... 171

                                  ARTICLE XV.

                            SUPPLEMENTAL INDENTURES.

Sec. 15.01  Purposes ....................................................... 171
            Supplemental indentures to conform to requirements of Trust
            Indenture Act of 1939 .......................................... 173

<PAGE>   19
                                     xviii

                                                                            PAGE

Sec. 15.02     Trustees authorized to join in supplemental indenture; ap-
               plicability of supplemental indenture; form to be approved
               by counsel ...............................................   173

Sec. 15.03     Authority of Trustees to join in supplemental indentures
               and agreements; opinion of counsel; immunity of Trustees..   173

Sec. 15.04     Supplemental indentures deemed part of Indenture; refer-
               ence to supplemental indenture in bonds ..................   174

                                  ARTICLE XVI.

                                  Defeasance.

Sec. 16.01     Satisfaction and discharge of Indenture ..................   174

Sec. 16.02     Payment of principal and interest on bonds; surrender and
               cancellation of bonds and coupons ........................   175

Sec. 16.03     Deposit of funds with Trustee for payment of bonds and
               coupons not presented when due discharges Company's
               liability ................................................   175

Sec. 16.04     Reissue of bonds reacquired by Company except bonds
               redeemed .................................................   176

Sec. 16.05     Bonds for the payment of which money or obligations of
               the United States are deposited are deemed paid--proviso..   176


                                 ARTICLE XVII.

                           Miscellaneous Provisions.

Sec. 17.07     Successors of Company bound ..............................   177

Sec. 17.02     Benefits restricted to parties and holders of bonds and
               coupons ..................................................   177
Sec. 17.03     Bonds may have independent security ......................   178
Sec. 17.04     Certification by different officers, engineers, counsel
               or other persons .........................................   178
Sec. 17.05     Cremation of cancelled bonds and coupons; records ........   178
Sec. 17.06     Accounting practices of Company or its power to fix
               price and terms of sale of bonds not affected by
               Indenture ................................................   178
Sec. 17.07     Certificates and opinions as to compliance with
               conditions precedent .....................................   178
Sec. 17.08     Statements to be included  in certificates or opinions ...   179
Sec. 17.09     Required provisions under Trust Indenture Act of 1939
               to control provisions of Indenture .......................   179
Sec. 17.10     Choice of law ............................................   179
<PAGE>   20
                                      xix


                                                                        PAGE
                                                                       -------

                                    PART III

                                  THE TRUSTEES


                                    PART IV

                            MISCELLANEOUS PROVISIONS

TESTIMONIUM........................................................          182
EXECUTIONS.........................................................          182
ACKNOWLEDGMENTS....................................................          183
SCHEDULE A.........................................................          184
<PAGE>   21
     THIS TWENTY-NINTH SUPPLEMENTAL INDENTURE, dated as of the 15th day of July,
1989, between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized
and existing under and by virtue of the laws of the State of Michigan
(hereinafter called the "Company"), having its principal place of business at
500 Griswold Street, Detroit, Michigan, party of the first part, and CITIBANK,
N.A. (formerly First National City Bank), a national banking association
incorporated and existing under and by virtue of the laws of the United States
of America, having an office at 111 Wall Street in the Borough of Manhattan, The
City of New York, New York, successor to CITY BANK FARMERS TRUST COMPANY
(hereinafter with its predecessors as trustee called the "Trustee"), and ROBERT
T. KIRCHNER, residing at 65-24 79th Place, Middle Village, New York, successor
to RALPH E. MORTON as individual trustee (hereinafter with his predecessors as
individual trustee called the "Individual Trustee"), as Trustees under the
indenture hereinafter mentioned, parties of the second part (the Trustee and
Individual Trustee being hereinafter together referred to as the "Trustees"):

     Whereas, the Company has heretofore executed and delivered to the Trustees
an Indenture of Mortgage and Deed of Trust (hereinafter called the "Indenture"),
dated as of March 1, 1944, to secure the Company's First Mortgage Bonds,
unlimited in aggregate principal amount except as therein otherwise provided:

     a    Supplemental Indenture of the same date;
     a    Second Supplemental Indenture, dated as of March 1, 1947;
     a    Third Supplemental Indenture, dated as of March 1, 1948;
     a    Fourth Supplemental Indenture, dated as of November 1, 1950;
     a    Fifth Supplemental Indenture, dated as of August 1, 1951;
     a    Sixth Supplemental Indenture, dated as of January 15, 1954;
     a    Seventh Supplemental Indenture, dated as of November 15, 1955;
     an   Eighth Supplemental Indenture, dated as of December 2, 1955;
     a    Ninth Supplemental Indenture, dated as of December 5, 1956;
     a    Tenth Supplemental Indenture, dated as of June 15, 1957;
     an   Eleventh Supplemental Indenture, dated as of May 15, 1961;
     a    Twelfth Supplemental Indenture, dated as of January 15, 1962;
     a    Thirteenth Supplemental Indenture, dated as of March 15, 1963;
     a    Fourteenth Supplemental Indenture, dated as of May 15, 1964;
     a    Fifteenth Supplemental Indenture, dated as of May 15, 1966;
     a    Sixteenth Supplemental Indenture, dated as of May 15, 1967;
     a    Seventeenth Supplemental Indenture, dated as of September 1, 1968;
     an   Eighteenth Supplemental Indenture, dated as of November 15, 1968;
<PAGE>   22
                                        2


     a    Nineteenth Supplemental Indenture, dated as of June 1, 1970;
     a    Twentieth Supplemental Indenture, dated as of July 1, 1972;
     a    Twenty-first Supplemental Indenture, dated as of July 1, 1973;
     a    Twenty-second Supplemental Indenture, dated as of July 15, 1974;
     a    Twenty-third Supplemental Indenture, dated as of April 15, 1975;
     a    Twenty-fourth Supplemental Indenture, dated as of September 15, 1976;
     a    Twenty-fifth Supplemental Indenture, dated as of November 15, 1977;
     a    Twenty-sixth Supplemental Indenture, dated as of November 15, 1981;
     a    Twenty-seventh Supplemental Indenture, dated as of February 15, 1983;
     a    Twenty-eighth Supplemental Indenture, dated as of February 1, 1987;
          and

     WHEREAS, the Supplemental Indenture, dated as of March 1, 1944, the Second
Supplemental Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental
Indenture, the Seventh Supplemental Indenture, the Tenth Supplemental Indenture,
the Eleventh Supplemental Indenture, the Thirteenth Supplemental Indenture, the
Fourteenth Supplemental Indenture, the Fifteenth Supplemental Indenture, the
Sixteenth Supplemental Indenture, the Seventeenth Supplemental Indenture, the
Eighteenth Supplemental Indenture, the Nineteenth Supplemental Indenture, the
Twentieth Supplemental Indenture, the Twenty-first Supplemental Indenture, the
Twenty-second Supplemental Indenture, the Twenty-third Supplemental Indenture,
the Twenty-fourth Supplemental Indenture, the Twenty-fifth Supplemental
Indenture, the Twenty-sixth Supplemental Indenture, the Twenty-seventh
Supplemental Indenture and the Twenty-eighth Supplemental Indenture each
provided for the creation of a series of the Company's First Mortgage Bonds; and
each of said Supplemental Indentures, except the Supplemental Indenture dated as
of March 1, 1944, also recorded the description of and confirmed unto the
Trustees certain property; and the Fifteenth Supplemental Indenture also amended
Section 1 of Article II and Section 1 of Article IV of the Indenture; and the
Eighth Supplemental Indenture designated Marc A. Rieffel as successor to Ralph
E. Morton, as Individual Trustee; and the Ninth Supplemental Indenture
designated Francis M. Pitt as successor to Marc A. Rieffel, as Individual
Trustee; and the Twelfth Supplemental Indenture appointed The First National
City Bank of New York as successor Trustee upon resignation and in place of
First National City Trust Company; and the Seventeenth Supplemental Indenture
also designated Blair A. Powell as successor to Francis M. Pitt, as Individual
Trustee; and the Twentieth Supplemental Indenture also designated William
<PAGE>   23
                                        3


T. Hayes as successor to Blair A. Powell, as Individual Trustee; and the
Twenty-fourth Supplemental Indenture made subject to the lien and operation of
the Indenture certain base gas classified as excepted property under the
Indenture; and the Twenty-fifth Supplemental Indenture also designated Robert T.
Kirchner as successor to William T. Hayes, as Individual Trustee, and cured and
corrected a defective provision in the Twenty-fourth Supplemental Indenture; and
the Twenty-sixth Supplemental Indenture also corrected an erroneous property
description in the Fifteenth Supplemental Indenture; and the Twenty-eighth
Supplemental Indenture also will make certain amendments to the Indenture when
all Bonds of the First through Twenty-fourth Series are no longer outstanding;
and


     WHEREAS, at the date hereof there were outstanding First Mortgage Bonds of
the Company issued under the Indenture, of 9 series (all outstanding bonds of 16
other series having been previously retired) in the principal amounts set forth
below:

<TABLE>
<CAPTION>
                       DESIGNATION                             AMOUNT          AMOUNT
                        OF SERIES                         INITIALLY ISSUED   OUTSTANDING
                        ---------                         ----------------   -----------
<S>                                                       <C>                <C>
First Mortgage Bonds
   5-7/8% Series due 1991 ..............................     $30,000,000     $19,584,000
First Mortgage Bonds
   6-1/2% Series due 1992 ..............................      35,000,000      23,336,000
First Mortgage Bonds
   7% Series due 1993 ..................................      25,000,000      17,172,000
First Mortgage Bonds
   7-1/2 % Series due December 1, 1993 .................      31,000,000      21,099,000
First Mortgage Bonds
   9-1/4% Series due 1996 ..............................      30,000,000      12,000,000
First Mortgage Bonds
   7-5/8% Series due 1997 ..............................      35,000,000      25,937,000
First Mortgage Bonds
   8-5/8% Series due 1997 ..............................      29,000,000      16,129,000
First Mortgage Bonds
   8-1/8% Series due 1998 ..............................      35,000,000      26,614,000
First Mortgage Bonds
   9-1/8% Series due 2017 ..............................      60,000,000      60,000,000
</TABLE>
<PAGE>   24
                                        4


     and

     WHEREAS, the Company desires in and by this Twenty-ninth Supplemental
Indenture to create a Twenty-sixth series of bonds to be issued under the
Indenture, to designate or otherwise distinguish such series, to specify the
particulars necessary to describe and define the same, and to specify such other
provisions and agreements in respect thereof as are in the Indenture provided or
permitted; and

     WHEREAS, the Company also desires in and by this Twenty-ninth Supplemental
Indenture to record the description of, and confirm unto the Trustees, but
subject to the amendments, deletions and revisions provided for in Part II of
this Twenty-ninth Supplemental Indenture, certain property acquired after the
execution and delivery of the Twenty-eighth Supplemental Indenture, and now
subject to the lien of the Indenture by virtue of the provisions thereof
conveying to the Trustees property acquired after its execution and delivery;
and

     WHEREAS, the Company desires to amend the Indenture in its entirety
effective when all bonds issued prior to March 1, 1987, are no longer
outstanding or consent to the extent required by the provisions of the
Indenture; and

     WHEREAS, all the conditions and requirements necessary to make this
Twenty-ninth Supplemental Indenture, when duly executed and delivered, a valid,
binding and legal instrument in accordance with its terms and for the purposes
herein expressed, have been done, performed and fulfilled, and the execution and
delivery of this Twenty-ninth Supplemental Indenture in the form and with the
terms hereof have been in all respects duly authorized;

     NOW,THEREFORE, in consideration of the premises and in further
consideration of the sum of One Dollar in lawful money of the United States of
America paid to the Company by the Trustees at or before the execution and
delivery of this Twenty-ninth Supplemental Indenture, the receipt whereof is
hereby acknowledged, and of other good and valuable considerations, it is agreed
by and between the Company and the Trustees as follows:

DESCRIPTION OF PROPERTY ACQUIRED AFTER EXECUTION AND DELIVERY OF THE
TWENTY-EIGHTH SUPPLEMENTAL INDENTURE

     The Company hereby confirms unto the Trustees, and records the description
of, the property described in Schedule A attached hereto and expressly made a
part hereof, which property has been acquired by the Company after the
<PAGE>   25
                                        5


execution and delivery of the Twenty-eighth Supplemental Indenture and which is
now subject to the lien of the Indenture in all respects as if originally
described therein, but subject to the amendments, deletions and revisions
provided for in Part II of this Twenty-ninth Supplemental Indenture.

                                     PART I

    PROVISIONS RELATING TO SECURED MEDIUM-TERM NOTES, SERIES A

                                   ARTICLE I.

CREATION OF AN ISSUE OF FIRST MORTGAGE BONDS, DESIGNATED AND DISTINGUISHED AS
"SECURED MEDIUM-TERM NOTES, SERIES A".

     SECTION 1. There is hereby created a twenty-sixth series of bonds to be
issued under and secured by the Indenture, to be known as "First Mortgage
Bonds," designated and distinguished as "Secured Medium-Term Notes, Series A" of
the Company (herein sometimes called "Bonds of Twenty-sixth Series"). The Bonds
of Twenty-sixth Series may be issued without limitation as to aggregate
principal amount except as provided in the Indenture and in this Twenty-ninth
Supplemental Indenture. The Bonds of Twenty-sixth Series shall be registered
bonds without coupons and shall be dated as of the date of the authentication
thereof by the Trustee.

     Each Bond of Twenty-sixth Series shall mature on such date not less than 2
years nor more than 30 years from date of issue, shall bear interest at such
rate or rates not in excess of 15-5/8 per cent per annum payable semi-annually
on the first days of May and November of each year and at maturity (each an
interest payment date) and have such other terms and provisions not inconsistent
with the Indenture as the Board of Directors may determine in accordance with a
resolution filed with the Trustee referring to this Twenty-ninth Supplemental
Indenture; the principal, premium, if any, and interest on the Bonds of
Twenty-sixth Series shall be payable in lawful money of the United States of
America; the place where such principal and premium, if any, shall be payable
shall be the corporate trust office of the Trustee in the Borough of Manhattan,
The City of New York, New York, and the place where such interest shall be
payable shall be the office or agency of the Company in said Borough of
Manhattan, The City of New York, New York.

     So long as there is no existing default in the payment of interest on the
Bonds of Twenty-sixth Series, all Bonds of Twenty-sixth Series authenticated
<PAGE>   26
                                        6


by the Trustee after the record date hereinafter specified for any interest
payment date, and prior to such interest payment date (unless the issue date
hereinafter specified is after such record date) shall be dated the date of
authentication, but shall bear interest from such interest payment date, and the
person in whose name any Bond of Twenty-sixth Series is registered at the close
of business on any record date with respect to any interest payment date shall
be entitled to receive the interest payable on such interest payment date
notwithstanding any transfer or exchange of such Bond of Twenty-sixth Series
subsequent to the record date and on or prior to such interest payment date,
except if and to the extent the Company shall default in the payment of the
interest due on such interest payment date, in which case such defaulted
interest shall be paid to the person in whose name such Bond of Twenty-sixth
Series is registered on the record date for the interest payment date fixed by
the Company for the payment of such defaulted interest, provided that in no case
shall such record date be less than ten days after notice thereof shall have
been mailed to all registered holders of Bonds of Twenty-sixth Series; and
provided that interest payable on a maturity date will be payable to the person
to whom the principal thereof is payable. If the issue date of any Bond of
Twenty-sixth Series is after such record date, such Bond shall bear interest
from the issue date but payment of interest shall commence on the second
interest payment date next succeeding the issue date. Any notice which is mailed
as herein provided shall be conclusively presumed to have been properly and
sufficiently given on the date of such mailing, whether or not the holder
receives notice.

     The term "record date" as used herein with respect to any interest payment
date shall mean the last business day which is more than ten (10) calendar days
prior to such interest payment date. The term "business day" as used herein
shall mean any day other than a Saturday or Sunday or a day on which the offices
of the Trustee in the Borough of Manhattan, The City and State of New York, are
closed pursuant to authorization of law.

     The term "issue date" as used herein with respect to Bonds of Twenty-sixth
Series of a designated interest rate and maturity shall mean the date of first
authentication of Bonds of such designated interest rate and maturity.

     As used in this Section 1, the term "default in the payment of interest"
means failure to pay interest on the applicable interest payment date
disregarding any period OF grace permitted by Section 2 of Article IX of the
Indenture.
<PAGE>   27
                                       7


     SECTION 2. Each Bond of Twenty-sixth Series may be redeemable prior to
maturity, at the option of the Company in whole at any time or in part from time
to time, as the Board of Directors may determine in accordance with a resolution
filed with the Trustee referring to this Twenty-ninth Supplemental Indenture, on
notice given in the manner set forth in Article IV of the Indenture and as in
this Section 2 provided; provided, however, that if at the time of mailing of
any notice of redemption of Bonds of Twenty-sixth Series, the Company shall not
have deposited with the Trustee and/or irrevocably directed the Trustee to
apply, from money held by it available to be used for the redemption of Bonds
of Twenty-sixth Series, an amount in cash sufficient to redeem all of the Bonds
of Twenty-sixth Series called for redemption, such notice may state that it is
subject to the receipt of the redemption monies by the Trustee before the date
fixed for redemption and such notice shall be of no effect unless such monies
are so received before such date; provided further, however, that if any Bond of
the Twenty-sixth Series states that it may not be redeemed at the option of the
Company through a refunding, directly or indirectly, by or in anticipation of
the incurring of any debt which has an interest cost to the Company of less than
the effective interest cost of such Bond, the term "interest cost to the
Company" shall mean the annual percentage yield to stated maturity of the debt
at the net price to the Company therefor, determined by reference to a standard
table of bond yields, with a straight-line interpolation if necessary. The "net
price to the Company" shall be determined after adding all premiums and
deducting all discounts, commissions, stand-by or commitment charges and any
other compensation received or receivable directly from the Company by
underwriters, investment bankers or other financing agents or purchasers. Prior
to each redemption of any Bonds of Twenty-sixth Series at the option of the
Company which by their terms are subject to the restrictions of this proviso,
the Company will deliver to the Trustee an officers' certificate showing
compliance with the proviso in the third preceding sentence prior to the
"Limitation Date" specified on such Bonds.

     In case the Company shall at any time elect to redeem all or any part of
the Bonds of Twenty-sixth Series, it shall give notice to the effect that it
intends to redeem all or a part thereof, as the case may be, on a date therein
designated, specifying in case of redemption of a part of the Bonds of
Twenty-sixth Series the distinctive numbers of the bonds to be redeemed and, if
applicable, the portion of the bond to be redeemed and if at the time of mailing
of any such notice of redemption of Bonds of Twenty-sixth Series the Company
shall not have deposited with the Trustee and/or irrevocably directed the
Trustee to apply, from money held by it available to be used for the redemption
of Bonds
<PAGE>   28
                                        8


of Twenty-sixth Series an amount in cash sufficient to redeem all of the bonds
called for redemption, including accrued interest to such date fixed for
redemption, such notice may state that it is subject to the receipt of the
redemption monies by the Trustee before the date fixed for redemption and such
notice shall be of no effect unless such monies are so received before such
date.

     Such notice, in the case of redemption of Bonds of Twenty-sixth Series at
the option of the Company, shall be given by mail by the Company, postage
prepaid, at least thirty days prior to such redemption date, to the holders of
all Bonds of Twenty-sixth Series to be so redeemed, at the addresses that shall
appear upon the register thereof. Any notice which is mailed as herein provided
shall be conclusively presumed to have been properly and sufficiently given on
the date of such mailing, whether or not the holder receives the notice. In any
case, failure to give due notice by mail, or any defect in the notice, to the
registered owners of any Bonds of Twenty-sixth Series designated for redemption
as a whole or in part, shall not affect the validity of the proceedings for the
redemption of any other bonds.

     If less than the whole principal amount of a Bond of Twenty-sixth Series
shall be called for redemption, the Company shall execute and the Trustee shall
authenticate and deliver, without charge, to the holder thereof, a Bond or Bonds
of Twenty-sixth Series (but only of authorized denominations) for the unredeemed
balance of the principal amount of the Bond of Twenty-sixth Series surrendered.

     SECTION 3. The Bonds of Twenty-sixth Series shall be registered bonds
without coupons. Bonds of Twenty-sixth Series may be issued in the denomination
of $1,000 or any integral multiple thereof.

     The forms of Bonds of Twenty-sixth Series shall be substantially as follows
(any of the provisions of such Bond may be set forth on the reverse side
thereof):

            [FORM OF REDEEMABLE BOND, IF ANY, OF TWENTY-SIXTH SERIES]

                        MICHIGAN CONSOLIDATED GAS COMPANY
                       SECURED MEDIUM-TERM NOTE, SERIES A
                                being a series of
                              FIRST MORTGAGE BONDS

ISSUE DATE:              INITIAL REDEMPTION DATE:            LIMITATION DATE:

MATURITY DATE:           INITIAL PERCENTAGE:                 PAR DATE:

INTEREST DATE:           REDUCTION PERCENTAGE:
<PAGE>   29
                                        9


     The Optional Redemption Price, if any, shall initially be the Initial
Percentage specified above of the principal amount of this bond to be redeemed
and, unless otherwise provided in the space below, shall decline by equal
amounts at each anniversary of the Initial Redemption Date by the Reduction
Percentage specified above of the principal amount to be redeemed, until the Par
Date specified above, when the Optional Redemption Price is 100% of such
principal amount. If applicable, this bond shall not be redeemed at the option
of the Company prior to the Limitation Date specified above, through a
refunding, directly or indirectly, by or in anticipation of the incurring of any
debt which has an effective interest cost to the Company (as defined in the
Twenty-ninth Supplemental Indenture) of less than the effective interest cost to
this bond.

                      ADDITIONAL REDEMPTION PRICES, IF ANY:

     MICHIGAN CONSOLIDATED) GAS COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises to pay
to......................................... or registered assigns, the sum
of................... Dollars on the Maturity Date specified above, at the
corporate trust office of the Trustee hereinafter named in the Borough of
Manhattan, The City of New York, New York or at the principal office of any
successor in trust, in lawful money of the United States of America, and to pay
interest thereon at the Interest Rate specified above, in like lawful money
payable semi-annually at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York on the first day of May and November
in each year and on the Maturity Date (each an interest payment date) from the
Issue Date specified above or from the most recent interest payment date to
which interest has been paid, commencing on the interest payment date next
succeeding the Issue Date, until the Company's obligation with respect to the
payment of such principal sum shall be discharged as provided in the indentures
hereinafter mentioned; provided, however, if the date of this bond is after a
record date with respect to any interest payment date and prior to such interest
payment date, then interest shall be payable only from such interest payment
date (unless the Issue Date is after such record date). If the Issue Date is
after such record date, then payment of interest shall commence on the second
interest payment date succeeding the Issue Date (but shall be payable from the
Issue Date). If the Company shall default in the payment of interest due on any
interest payment date, then interest shall be payable from the next preceding
interest payment date to which interest has been paid, or, if no such interest
has been paid on
<PAGE>   30
                                       10


the bonds, from the Issue Date, so long as there is no existing default in the
payment of interest the person in whose name this bond was registered at the
close of business on any record date with respect to any interest payment date
shall be entitled to receive the interest payable on such interest payment date,
except that if the Company shall default in the payment of interest due on such
interest payment date such defaulted interest shall be paid to the person in
whose name this bond is registered on the record date for the interest payment
date fixed by the Company for the payment of such defaulted interest, provided
that in no case shall such record date be less than ten days after notice
thereof shall have been mailed to all registered holders of bonds of this
series. The term "record date" shall mean the last business day which is more
than ten calendar days prior to such interest payment date.

     This bond is one, of the series hereinafter specified, of the bonds of the
Company (herein called the "bonds") known as its "First Mortgage Bonds," issued
and to be issued in one or more series under, and all equally and ratably
secured by, an Indenture of Mortgage and Deed of Trust dated as of March 1,
1944, duly executed by the Company to City Bank Farmers Trust Company (Citibank,
N.A., successor trustee, herein called the "Trustee") and Ralph E. Morton
(Robert T. Kirchner, successor Individual Trustee), Trustees, to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the property mortgaged and pledged, the nature and extent of
the security, the terms and conditions upon which the bonds are, and are to be,
issued and secured, and the rights of the holders of the bonds and of the
Trustees in respect of such security. As provided in said Indenture, the bonds
may be for various principal sums and are issuable in series, which may mature
at different times, may bear interest at different rates and may otherwise vary
as therein provided; and this bond is one of a series entitled "First Mortgage
Bonds," designated "Secured Medium-Term Notes, Series A," herein called Secured
Medium-Term Notes, Series A, created by the Twenty-ninth Supplemental Indenture
dated as of July 15, 1989 as provided for in said Indenture.

     With the consent of the Company and to the extent permitted by and as
provided in the Indenture, as supplemented, the rights and obligations of the
Company and/or the rights of the holders of the Bonds of the Twenty-sixth Series
and/or the terms and provisions of the Indenture may be modified or altered by
such affirmative vote or votes of the holders of the bonds then outstanding as
are specified in the Indenture, as supplemented.
<PAGE>   31
                                       11


     Notice of any redemption of this bond to be redeemed at the option of the
Company (which notice may be made subject to receipt of the redemption monies by
the Trustee before the date fixed for redemption) shall be given by mail at
least thirty days prior to the redemption date, subject to the conditions set
forth as more fully provided in said Indenture and in said Twenty-ninth
Supplemental Indenture.

     In the event that any bond shall not be presented for payment when the
principal thereof becomes due, either at maturity or otherwise or at the date
fixed for the redemption thereof, and the Company shall have on deposit with the
Trustee in trust for the purpose, on the date when such bond is so due, funds
sufficient to pay the principal of such bond (and premium, if any), together
with all interest due thereon to the Maturity Date of such bond or to the date
fixed for the redemption thereof, for the use and benefit of the registered
owner thereof, then all liability of the Company to the registered owner of said
bond for the payment of the principal thereof and interest thereon (and premium,
if any), shall forthwith cease, determine and be completely discharged and such
registered owner shall no longer be entitled to any lien or benefit of said
Indenture.

     In case an event of default as defined in said Indenture shall occur, the
principal of this bond may become or be declared due and payable in the manner,
with the effect, and subject to the conditions provided in said Indenture.

     This bond is transferable by the registered owner hereof in person, or by
attorney duly authorized in writing, at the corporate trust office of the
Trustee in the Borough of Manhattan, The City of New York, New York, upon
surrender and cancellation of this bond, and upon any such transfer a new
registered bond or bonds of the same series for the same aggregate principal
amount, interest rate or rates, issue date, maturity date and redemption
provisions, if any, will be issued to the transferee or transferees in exchange
herefor; and bonds of this series may, at the option of the registered owners
and upon surrender at said office, be exchanged for registered bonds of this
series of the same aggregate principal amount, interest rate or rates, issue
date, maturity date, and redemption provisions, if any, in larger or smaller
authorized denominations, all without service charge (except for any stamp tax
or other governmental charge).

     No recourse shall be had for the payment of the principal of, or the
interest on, this bond, or for any claim based hereon or otherwise in respect
hereof or
<PAGE>   32
                                       12


of said Indenture or any indenture supplemental thereto, against any
incorporator, or against any stockholder, director or officer, past, present or
future, of the Company, as such, or of any predecessor or successor corporation,
either directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution, statute or
otherwise, of incorporators, stockholders, directors or officers being waived
and released by every owner hereof by the acceptance of this bond and as part of
the consideration for the issue hereof, and being likewise waived and released
by the terms of said Indenture.

     This bond shall not be valid or become obligatory for any purpose unless
and until the certificate hereon shall have been executed by the Trustee or its
successor in trust under said Indenture.

     IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this bond
to be executed in its name with the facsimile signature of its President or one
of its Vice-Presidents, and a facsimile of its corporate seal to be imprinted
hereon and attested with the facsimile signature of its Secretary or one of its
Assistant Secretaries.

Dated:................................

                                    MICHIGAN CONSOLIDATED GAS COMPANY,

                                    BY .........................................
                                                                       President

Attest:

 ......................................
                             Secretary

     The form of Trustee's certificate to be borne by all Bonds of Twenty-sixth
Series shall be substantially as follows:

                         [FORM OF TRUSTEE'S CERTIFICATE]

     This bond is one of the bonds of the series designated therein, described
in the within-mentioned Indenture and Twenty-ninth Supplemental Indenture.

                                    CITIBANK, N.A., as Trustee,

                                    BY .........................................
                                                              Authorized Officer
<PAGE>   33
                                       13


         [FORM OF NON-REDEEMABLE BOND, IF ANY, OF TWENTY-SIXTH SERIES]

                       MICHIGAN CONSOLIDATED GAS COMPANY
                       SECURED MEDIUM-TERM NOTE, SERIES A
                                being a series of
                              FIRST MORTGAGE BONDS


ISSUE DATE:                      MATURITY DATE:                   INTEREST RATE:

     MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises to pay
to .......................................................................... or
registered assigns, the sum of .............. Dollars on the Maturity Date
specified above, at the corporate trust office of the Trustee hereinafter named
in the Borough of Manhattan, The City of New York, New York, or at the principal
office of any successor in trust, in lawful money of the United States of
America, and to pay interest thereon at the Interest Rate specified above, in
like lawful money payable semi-annually at the office or agency of the Company
in the Borough of Manhattan, The City of New York, New York on the first day of
May and November in each year and on the Maturity Date (each an interest payment
date) from the Issue Date specified above or from the most recent interest
payment date to which interest has been paid, commencing on the interest payment
date next succeeding the Issue Date, until the Company's obligation with respect
to the payment of such principal sum shall be discharged as provided in the
indentures hereinafter mentioned; provided, however, if the date of this ,bond
is after a record date with respect to any interest payment date and prior to
such interest payment date, then interest shall be payable only from such
interest payment date (unless the Issue Date is after such record date). If the
Issue Date is after such record date, then payment of interest shall commence on
the second interest payment date succeeding the Issue Date (but shall be payable
from the Issue Date). If the Company shall default in the payment of interest
due on any interest payment date, then interest shall be payable from the next
preceding interest payment date to which interest has been paid, or, if no such
interest has been paid on the bonds, from the Issue Date; so long as there is no
existing default in the payment of interest the person in whose name this bond
was registered at the close of business on any record date with respect to any
interest payment date shall be entitled to receive the interest payable on such
interest payment date, except that if the company shall default in the payment
of interest due on such
<PAGE>   34
                                       14


interest payment date such defaulted interest shall be paid to the person in
whose name this bond is registered on the record date for the interest payment
date fixed by the Company for the payment of such defaulted interest, provided
that in no case shall such record date be less than ten days after notice
thereof shall have been mailed to all registered holders of bonds of this
series. The term "record date" shall mean the last business day which is more
than ten calendar days prior to such interest payment date.

     This bond is one, of the series hereinafter specified, of the bonds of the
Company (herein called the "bonds") known as its "First Mortgage Bonds," issued
and to be issued in one or more series under, and all equally and ratably
secured by, an indenture of Mortgage and Deed of Trust dated as of March 1,
1944, duly executed by the Company to City Bank Farmers Trust Company (Citibank,
N.A., successor trustee, herein called the "Trustee") and Ralph E. Morton
(Robert T. Kirchner, successor Individual Trustee), Trustees, to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the property mortgaged and pledged, the nature and extent of the
security, the terms and conditions upon which the bonds are, and are to be,
issued and secured, and the rights of the holders of the bonds and of the
Trustees in respect of such security. As provided in said Indenture, the bonds
may be for various principal sums and are issuable in series, which may mature
at different times, may bear interest at different rates and may otherwise vary
as therein provided; and this bond is one of a series entitled "First Mortgage
Bonds," designated "Secured Medium-Term Notes, Series A," herein called Secured
Medium-Term Notes, Series A, created by the Twenty-ninth Supplemental Indenture
dated as of July 15, 1989 as provided for in said Indenture.

     With the consent of the Company and to the extent permitted by and as
provided in the Indenture, as supplemented, the rights and obligations of the
Company and/or the rights of the holders of the Bonds of the Twenty-sixth Series
and/or the terms and provisions of the Indenture may be modified or altered by
such affirmative vote or votes of the holders of the bonds then outstanding as
are specified in the Indenture, as supplemented.

     This Bond shall not be redeemable prior to the Maturity Date.

     In the event that any bond shall not be presented for payment when the
principal thereof becomes due at maturity and the Company shall have on
<PAGE>   35
                                       15


deposit with the Trustee in trust for the purpose, on the date when such bond is
so due, funds sufficient to pay the principal of such bond (and premium, if
any), together with all interest due thereon to the Maturity Date of such bond
for the use and benefit of the registered owner thereof, then all liability of
the Company to the registered owner of said bond for the payment of the
principal thereof and interest thereon (and premium, if any), shall forthwith
cease, determine and be completely discharged and such registered owner shall no
longer be entitled to any lien or benefit of said Indenture.

     In case an event of default as defined in said Indenture shall occur, the
principal of this bond may become or be declared due and payable in the manner,
with the effect, and subject to the conditions provided in said Indenture.

     This bond is transferable by the registered owner hereof in person, or by
attorney duly authorized in writing, at the corporate trust office of the
Trustee in the Borough of Manhattan, The City of New York, New York, upon
surrender and cancellation of this bond, and upon any such transfer a new
registered bond or bonds of the same series for the same aggregate principal
amount, interest rate or rates, issue date, maturity date and redemption
provisions, if any, will be issued to the transferee or transferees in exchange
herefor; and bonds of this series may, at the option of the registered owners
and upon surrender at said office, be exchanged for registered bonds of this
series of the same aggregate principal amount, interest rate or rates, issue
date, maturity date, and redemption provisions, if any, in larger or smaller
authorized denominations, all without service charge (except for any stamp tax
or other governmental charge).

     No recourse shall be had for the payment of the principal of, or the
interest on, this bond, or for any claim based hereon or otherwise in respect
hereof or of said Indenture or any indenture supplemental thereto, against any
incorporator, or against any stockholder, director or officer, past, present or
future, of the Company, as such, or of any predecessor or successor corporation,
either directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution, statute or
otherwise, of incorporators, stockholders, directors or officers being waived
<PAGE>   36
                                       16


and released by every owner hereof by the acceptance of this bond and as part
of the consideration for the issue hereof, and being likewise waived and
released by the terms of said Indenture.

     This bond shall not be valid or become obligatory for any purpose unless
and until the certificate hereon shall have been executed by the Trustee or its
successor in trust under said Indenture.

     IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this bond
to be executed in its name with the facsimile signature of its President or one
of its Vice-Presidents, and a facsimile of its corporate seal to be imprinted
hereon and attested with the facsimile signature of its Secretary or one of its
Assistant Secretaries.

Dated:................................

                                    MICHIGAN CONSOLIDATED GAS COMPANY,

                                    By .........................................
                                                                       President

Attest:

 ......................................
                             Secretary

     The form of Trustee's certificate to be borne by all Bonds of Twenty-sixth
Series shall be substantially as follows:

                         [FORM OF TRUSTEE'S CERTIFICATE]

     This bond is one of the bonds of the series designated therein, described
in the within-mentioned Indenture and Twenty-ninth Supplemental Indenture.

                                    CITIBANK, N.A., as Trustee,

                                    By .........................................
                                                              Authorized Officer

     SECTION 4. Bonds of Twenty-sixth Series shall be exchangeable, at the
option of the registered owners thereof and upon surrender thereof at the
corporate trust office of the Trustee in the Borough of Manhattan, The City of
New York, New York, for registered bonds of the same aggregate principal amount,
<PAGE>   37
                                       17


issue date, maturity date, interest rate or rates, and redemption provisions, if
any, but of different authorized denomination or denominations, such exchanges
to be made without service charge (except for any stamp tax or other
governmental charge).

     Every bond so surrendered shall be accompanied by a proper transfer power
duly executed by the registered owner or by duly authorized attorney
transferring such bond to the Company, and the signature to such transfer power
shall be guaranteed to the satisfaction of the Trustee. All bonds so surrendered
shall be forthwith cancelled and delivered to or upon the order of the Company.
All bonds executed, authenticated and delivered in exchange for bonds so
surrendered shall be valid obligations of the Company, evidencing the same debt
as the bonds surrendered, and shall be secured by the same lien and be entitled
to the same benefits and protection as the bonds in exchange for which they are
executed, authenticated and delivered.

     The Company shall not be required to make any such exchange or any
registration of transfer (1) during a period of fifteen days next preceding any
interest payment date, but only if there is an existing default in the payment
of interest on the Bonds of Twenty-sixth Series or (2) after the bond so
presented for exchange or registration of transfer, or any portion thereof, has
been called for redemption and notice thereof given to the registered owner.

     SECTION 5. Pending the preparation of definitive Bonds of Twenty-sixth
Series the Company may from time to time execute, and upon its written order,
the Trustee shall authenticate and deliver, in lieu of such definitive bonds and
subject to the same provisions, limitations and conditions, one or more
temporary printed, lithographed or typewritten bonds, in registered form, of any
denomination specified in the written order of the Company for the
authentication and delivery thereof, and with such omissions, insertions and
variations as may be determined by the Board of Directors of the Company. Such
temporary bonds shall be substantially of the tenor of the bonds to be issued as
hereinbefore recited, but such temporary bonds may, in lieu of the statement of
the specific redemption prices required to be set forth in Bonds of Twenty-sixth
Series in definitive form, include a reference to this Twenty-ninth Supplemental
Indenture for a statement of such redemption prices.

     If any such temporary Bonds of Twenty-sixth Series shall at any time be so
authenticated and delivered in lieu of definitive bonds, the Company shall upon
request at its own expense prepare, execute and deliver to the Trustee
<PAGE>   38
                                       18


and thereupon, upon the presentation and surrender of temporary bonds, the
Trustee shall authenticate and deliver in exchange therefor, without charge to
the holder, definitive bonds of the same series, interest rate or rates, issue
date, maturity date, redemption provision, if any, and for the same principal
sum in the aggregate as the temporary bonds surrendered. All temporary bonds so
surrendered shall be forthwith cancelled by the Trustee and delivered to or upon
the order of the Company. Until exchanged for definitive bonds the temporary
bonds shall in all respects be entitled to the lien and security of the
Indenture and all supplemental indentures.


                                   ARTICLE II.

                     ISSUE OF BONDS OF TWENTY-SIXTH SERIES.

     Bonds of Twenty-sixth Series in the aggregate principal amount of
$60,000,000 may be executed, authenticated and delivered from time to time only
as permitted by the provisions of Section 6 of Article III of the Indenture.


                                     PART II

                            RESTATEMENT OF INDENTURE

     WHEN (A) ALL BONDS ISSUED PRIOR TO MARCH 1, 1987 ARE NO LONGER OUTSTANDING
OR THE HOLDERS OF ANY SUCH BONDS REMAINING OUTSTANDING HAVE CONSENTED (THE
HOLDERS OF ALL BONDS ISSUED ON OR AFTER MARCH 1, 1987 BY THE ACCEPTANCE OF SUCH
BONDS HAVING CONSENTED TO THIS AMENDMENT AND RESTATEMENT), (B) THE TRUSTEE HAS
RECEIVED AN OFFICERS' CERTIFICATE STATING IN SUBSTANCE THAT THE COMPANY IS NOT
IN DEFAULT UNDER ANY TERMS OR COVENANTS OF THE INDENTURE AND COMPLYING WITH
SECTIONS 7 AND 8 OF ARTICLE XVII AS THEN IN EFFECT, (C) THE TRUSTEE HAS RECEIVED
AN OPINION OF COUNSEL DATED THE DATE OF SUCH OFFICERS' CERTIFICATE COMPLYING
WITH SECTIONS 7 AND 8 OF ARTICLE XVII AS THEN IN EFFECT, AND (D) THE TRUSTEE
HAS RECEIVED AN ACCOUNTANT'S CERTIFICATE DATED THE DATE OF SUCH OFFICERS'
CERTIFICATE STATING IN SUBSTANCE THAT THE
<PAGE>   39
                                       19


AGGREGATE PRINCIPAL AMOUNT OF ALL BONDS TO BE OUTSTANDING IMMEDIATELY FOLLOWING
THIS AMENDMENT AND RESTATEMENT BECOMING EFFECTIVE DOES NOT EXCEED SIXTY PER CENT
(60%) OF THE COST OF THE BONDED PROPERTIES TO BE SUBJECT TO THE LIEN OF THIS
INDENTURE IMMEDIATELY FOLLOWING THIS AMENDMENT AND RESTATEMENT BECOMING
EFFECTIVE THEN THE INDENTURE OF MORTGAGE AND DEED OF TRUST AS SUPPLEMENTED OR
AMENDED THROUGH FEBRUARY 28, 1987 IS HEREBY AMENDED AND RESTATED EFFECTIVE THE
DATE OF SUCH OFFICERS' CERTIFICATE TO READ IN ITS ENTIRETY, SUBJECT TO
AMENDMENTS, DELETIONS OR REVISIONS, IF ANY, APPLICABLE TO THIS AMENDMENT AND
RESTATEMENT AFTER MARCH 1, 1987, TO READ AS FOLLOWS:

     INDENTURE OF MORTGAGE AND DEED OF TRUST, dated as of the 1st day of March,
1944, between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized
and existing under and by virtue of the laws of the State of Michigan
(hereinafter called the "Company"), party of the first part, and CITY BANK
FARMERS TRUST COMPANY to which on the date of the Twenty-ninth Supplemental
Indenture hereto CITIBANK, N.A., a national banking association incorporated and
existing under and by virtue of the laws of the United States of America, having
an office at 111 Wall Street in the Borough of Manhattan, The City of New York,
New York is successor (hereinafter called the "Trustee"), and RALPH E. MORTON to
whom on the date of the Twenty-ninth Supplemental Indenture hereto ROBERT T.
KIRCHNER, residing at 65-24 79th Place, Middle Village, New York is successor
(hereinafter called the "Individual Trustee"), parties of the second part (the
Trustee and Individual Trustee being hereinafter together referred to as the
"Trustees"):

     WHEREAS, the Company is authorized by law, and deems it necessary from time
to time, to borrow money for its proper corporate purposes, and to that end, in
exercise of said authority, has duly authorized and directed the issue of its
bonds, not limited in aggregate principal amount except as otherwise hereinafter
provided, to be known as its First Mortgage Bonds, to be issued in one or more
series, the bonds of each series to bear such date, to mature on such date or
dates, to bear such rate or rates of interest and to contain such other
specifications and provisions as are hereinafter in this Indenture provided
<PAGE>   40
                                       20


or permitted, the bonds of each series to be issuable originally either as
coupon bonds registrable as to principal and/or as registered bonds without
coupons, as the Company shall elect; and in order to secure the payment of the
principal of, and interest on, the bonds, to provide for the authentication
thereof by the Trustee and to establish and declare the terms and conditions
upon which the bonds are to be issued, received and held, the Company has duly
authorized and directed the execution and delivery of this Indenture; and

     WHEREAS, the bonds, the coupons to be attached to the coupon bonds and the
certificate of the Trustee to be borne by the bonds, are to be substantially in
the following forms, respectively, with such appropriate omissions, insertions
and variations as are in this Indenture or in any indenture supplemental hereto
provided or permitted:

                          [GENERAL FORM OF COUPON BOND]
                        MICHIGAN CONSOLIDATED GAS COMPANY
                               FIRST MORTGAGE BOND

$.................                                           No.................

     MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises to pay
to bearer, or, if this bond be registered as to principal, to the registered
owner hereof, on ............, at ............ in ............ the sum of
 ............. Dollars ($.............) in lawful money of the United States of
America, and to pay interest thereon from ............... at the rate of ......
per cent (......%) per annum, in like lawful money, payable ........... at
 ........... in ........... on the ........... day of ......... and on the . .
 ....... day of ......... in each year until the Company's obligation with
respect to the payment of such principal sum shall be discharged as provided in
the indentures hereinafter mentioned, but only, in the case of interest due on
or before the maturity date, upon presentation and surrender of the interest
coupons therefor hereto attached as they severally mature.

     This bond is one, of the series hereinafter specified, of the bonds of the
Company (herein called the "bonds") known as its "First Mortgage Bonds," issued
and to be issued in one or more series under, and all equally and ratably
secured by, an Indenture of Mortgage and Deed of Trust (herein, together with
any indenture supplemental thereto, including the supplemental indenture dated
as of           , called the "Indenture") dated as of March 1,
<PAGE>   41
                                       21


1944, duly executed by the Company to City Bank Farmers Trust Company,
(Citibank, N.A., as successor trustee, herein called the "Trustee") and Ralph E.
Morton (Robert T. Kirchner, as successor individual trustee, herein called the
"Individual Trustee"), Trustees, to which Indenture reference is hereby made for
a description of the property mortgaged and pledged, the nature and extent of
the security, the terms and conditions upon which the bonds are, and are to be,
secured, and the rights of the bearers or registered owners of the bonds and of
the Trustees in respect of such security. This bond is one of a series entitled
 ...................................................

     With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and/or the
rights of the holders of the bonds and/or coupons and/or the terms and
provisions of the Indenture may be modified or altered, with certain exceptions
as provided in the Indenture, by affirmative vote of the holders of at least
sixty per cent (60%) in principal amount of the bonds then outstanding under the
Indenture and, if the rights of the holders of one or more, but less than all,
series of bonds then outstanding are to be adversely affected, then by
affirmative vote of the holders of at least sixty per cent (60%) in principal
amount of those bonds then outstanding so to be adversely affected.

     In case an event of default as defined in said Indenture shall occur, the
principal of this bond may become or be declared due and payable in the manner,
with the effect, and subject to the conditions provided in said Indenture.

     This bond is transferable by delivery unless registered as to principal on
the books of the Company at the office or agency of the Company in
 ............., such registration to be noted hereon. After such registration, no
transfer shall be valid unless made upon said books by the registered owner in
person, or by an attorney duly authorized in writing, and similarly noted
hereon; but this bond may be discharged from registration by being in like
manner transferred to bearer, and thereupon transferability by delivery shall be
restored, after which this bond may again from time to time be registered or
made transferable to bearer as before. Such registration, however, shall not
affect the negotiability of the coupons for interest hereto attached, which
shall always be payable to bearer and transferable by mere delivery.

     No recourse shall be had for the payment of the principal of, or the
interest on, this bond, or for any claim based hereon or otherwise in respect
hereof or
<PAGE>   42
                                       22


of said Indenture, against any incorporator, any subscriber, or against any
stockholder, director or officer, past, present or future, of the Company, as
such, or of any predecessor or successor corporation, either directly or through
the Company or any such predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability, whether at common law,
in equity, by any constitution, statute or otherwise, of incorporators,
subscribers, stockholders, directors or officers being waived and released by
every bearer or registered owner hereof by the acceptance of this bond and as
part of the consideration for the issue hereof, and being likewise waived and
released by the terms of said Indenture.

     Neither this bond nor any of the annexed interest coupons shall be valid or
become obligatory for any purpose unless and until the certificate hereon shall
have been executed by the Trustee or its successor in trust under said
Indenture.

     IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this bond
to be signed in its name by its Chairman, Chief Executive Officer, President,
Vice Chairman or one of its Vice Presidents, by signature or facsimile thereof,
and its corporate seal to be impressed or imprinted hereon and attested by its
Secretary or an Assistant Secretary, by signature or facsimile thereof, and
coupons for said interest bearing the facsimile signature of its Treasurer or an
Assistant Treasurer or its Secretary or an Assistant Secretary to be hereunto
attached.

DATED:

                                     MICHIGAN CONSOLIDATED GAS COMPANY


                                     BY ........................................

ATTEST:

 .......................................
<PAGE>   43
                                       23


                        [GENERAL FORM OF INTEREST COUPON]

No ................                                           $ ................

     On the ........ day of ...................... unless the bond hereinafter
mentioned shall have previously become due and payable, upon surrender of this
coupon, MICHIGAN CONSOLIDATED GAS COMPANY will pay to bearer, at .......... in
 .............................. Dollars ($...........) in lawful money of the
United States of America, being .................... months' interest then due
on its First Mortgage Bond, ............ , No ..............

                                            ....................................

                [GENERAL FORM OF REGISTERED BOND WITHOUT COUPONS]

                        MICHIGAN CONSOLIDATED GAS COMPANY

                               FIRST MORTGAGE BOND

$ ................                                           No ................

     MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises to pay
to ............. or registered assigns, on ............. , at
 .............................. in ............................... the sum of
 ............ .......... Dollars ($ ...................... ) in lawful money of
the United States of America, and to pay interest thereon from                 ,
if the date of this bond is prior to         or, if the date of this bond is on
or after           , from the              or              next preceding the
date of this bond (unless the date hereof is an interest payment date to which
interest has been paid, in which case from the date hereof), at the rate of ....
per cent (....%) per annum, in like lawful money, payable ............. at
 ............ in ............ on the ........... day of ............ and on the
 ........... day of ................ in each year until the Company's obligation
with respect to the payment of such principal sum shall be discharged as
provided in the indentures hereinafter mentioned.

     [The following provision may be included here at the Company's option:
provided, however, if the date hereof is after any record date, as hereinafter
provided, with respect to any interest payment date and prior to such interest
payment date, then interest shall be payable only from such interest payment
<PAGE>   44
                                       24


date unless the Company shall default in the payment of the interest due on such
interest payment date, in which case interest shall be payable from the next
preceding interest payment date to which interest has been paid, or, if no such
interest has been paid on the bonds, from .........

     The interest so payable on any interest payment date will, subject to
certain exceptions provided in the Indenture hereinafter referred to, be paid to
the person in whose name this bond is registered at the close of business
(whether or not a business day) on the ........ or ........ (herein called
"record dates"), as the case may be, next preceding such interest payment date.]
At the option of the Company, interest may be payable by check mailed on or
prior to such interest payment date to the address of the person entitled
thereto as such address shall appear on the register of the Company.

     [The provisions hereinafter indicated for the reverse of the bond may
instead be inserted here. Otherwise, the following statement shall be included
here if provisions are continued on the reverse of the bond: ADDITIONAL
PROVISIONS OF THIS BOND ARE SET FORTH ON THE REVERSE HEREOF AND SUCH PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS
PLACE.]

     This bond shall not be valid or become obligatory for any purpose, unless
and until the certificate herein shall have been executed by the Trustee or its
successor in trust under said Indenture.

     IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this bond
to be signed in its name by its Chairman, Chief Executive Officer, President,
Vice Chairman or one of its Vice Presidents, by signature or facsimile thereof,
and its corporate seal to be impressed or imprinted hereon and attested by its
Secretary or an Assistant Secretary, by signature or facsimile thereof.

 DATED:

                                     MICHIGAN CONSOLIDATED GAS COMPANY

                                     By ........................................

Attest:

 ......................................
<PAGE>   45
                                       25

                [GENERAL FORM OF REGISTERED BOND WITHOUT COUPONS]
                                    (REVERSE)
                        MICHIGAN CONSOLIDATED GAS COMPANY

     This bond is one, of the series hereinafter specified, of the bonds of the
Company (herein called the "bonds") known as its "First Mortgage Bonds," issued
and to be issued in one or more series under, and all equally and ratably
secured by, an Indenture of Mortgage and Deed of Trust (herein, together with
any indenture supplemental thereto, including the supplemental indenture dated
as of           , called the "Indenture") dated as of March 1, 1944, duly
executed by the Company to City Bank Farmers Trust Company (CITIBANK, N.A., as
successor trustee, herein called the "Trustee") and Ralph E. Morton (Robert T.
Kirchner as successor individual trustee, herein called the "Individual
Trustee"), Trustees, to which Indenture reference is hereby made for a
description of the property mortgaged and pledged, the nature and extent of the
security, the terms and conditions upon which the bonds are, and are to be,
secured, and the rights of the bearers or registered owners of the bonds and of
the Trustees in respect of such security. This bond is one of a series entitled
 .............................................

     With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and/or the
rights of the holders of the bonds and/or coupons and/or the terms and
provisions of the Indenture may be modified or altered, with certain exceptions
as provided in the Indenture, by affirmative vote of the holders of at least
sixty per cent (60%) in principal amount of the bonds then outstanding under the
Indenture and, if the rights of the holders of one or more, but less than all,
series of bonds then outstanding are to be adversely affected, then by
affirmative vote of the holders of at least sixty per cent (60%) in principal
amount of those bonds then outstanding so to be adversely affected.

     In case an event of default as defined in said Indenture shall occur, the
principal of this bond may become or be declared due and payable in the manner,
with the effect, and subject to the conditions provided in said Indenture.

     This bond is transferable by the registered owner hereof in person, or by
an attorney duly authorized in writing, at the office or agency of the Company
in ................., upon surrender and cancellation of this bond, and upon any
such transfer a new registered bond, without coupons, of the same series
<PAGE>   46
                                       26


and maturity for the same aggregate principal amount will be issued to the
transferee in exchange herefor.

     No recourse shall be had for the payment of the principal of, or the
interest on, this bond, or for any claim based hereon or otherwise in respect
hereof or of said Indenture, against any incorporator, any subscriber, or
against any stockholder, director or officer, past, present or future, of the
Company, as such, or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution, statute or
otherwise, of incorporators, subscribers, stockholders, directors or officers
being waived and released by every owner hereof by the acceptance of this bond
and as part of the consideration for the issue hereof, and being likewise waived
and released by the terms of said Indenture.

                  [FORM OF TRUSTEE'S CERTIFICATE ON ALL BONDS]

     This bond is one of the bonds of the series designated therein, described
in the within-mentioned Indenture.

                                       CITIBANK, N.A., as Trustee,

                                       By ......................................
                                                              Authorized Officer

     AND WHEREAS, all acts and things required by law and by the articles of
incorporation and the by-laws of the Company necessary to make this Indenture,
when duly executed and delivered, a valid and binding mortgage and deed of trust
for the security of all bonds duly issued hereunder have been done and
performed; and the execution and delivery of this Indenture have been in all
respects duly authorized;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the
payment of the principal of and interest on all bonds at any time outstanding
under this Indenture according to their tenor, purport and effect, and the
performance and observance of all the covenants and conditions therein and
herein contained, and to declare the terms and conditions upon and subject to
which said bonds are secured and to be secured, and in consideration of the
<PAGE>   47
                                       27


premises and of the mutual covenants herein contained and of the purchase and
acceptance of said bonds by the holders thereof, and of the sum of One Dollar,
lawful money of the United States of America, to the Company duly paid by the
Trustees at or before the ensealing and delivery hereof, and for other valuable
considerations, the receipt whereof is hereby acknowledged, the Company has
executed and delivered this Indenture and has granted, bargained, sold, aliened,
granted a security interest in, remised, released, conveyed, assigned,
transferred, mortgaged, pledged, set over and confirmed, and by these presents
does grant, bargain, sell, alien, grant a security interest in, remise, release,
convey, assign, transfer, mortgage, pledge, set over and confirm unto Citibank,
N.A. (successor to City Bank Farmers Trust Company) and Robert T. Kirchner
(successor to Ralph E. Morton), as Trustees, and to their successors in trust
and to their assigns, forever, all of the property of the Company, real and
personal, of every kind and character described below (other than the excepted
property hereinafter referred to and defined) including the following:

                                     FIRST.

     All the real estate of the Company located in the State of Michigan
described in the Indenture of Mortgage dated as of March 1, 1944 as it was
recorded in 1944 and the supplemental indentures thereto all as recorded prior
to the effective date of this amendment and restatement except for any such real
estate that has been released from the lien hereof in any deed executed by the
Trustees pursuant to the provisions of the Indenture as amended and
supplemented.

                                     SECOND.

     All pipelines of the Company located in the State of Michigan, including
all transmission lines and lateral lines, together with all easements and
rights-of-way for constructing, maintaining, replacing and operating the same,
and all pipes, structures, compressors, valves, regulators, services, meters,
machinery, fixtures, equipment and apparatus comprising or appurtenant to said
transmission lines and lateral lines, including those described in the Indenture
of Mortgage dated as of March 1, 1944 as it was recorded in 1944 and the
supplemental indentures thereto all as recorded prior to the effective date of
this amendment and restatement and except for any such pipeline that has been
released from the lien hereof in any deed executed by the Trustees pursuant to
the provisions of the Indenture as amended and supplemented.
<PAGE>   48
                                       28


                                     THIRD.

     All gas manufacturing plants and gas transmission and distribution systems
of the Company located in the State of Michigan, including all and singular the
gas works, stations, substations, offices, repair shops, buildings, structures,
holders, retorts, purifiers, scrubbers, tanks, boilers, machinery, engines,
pumps, compressors, pipes, mains, conduits, valves, regulators, services,
meters, fixtures, tools, equipment, apparatus and other property comprising or
appurtenant to said gas manufacturing plants and gas transmission and
distribution systems.

                                     FOURTH.

     All franchises, all rights to construct, maintain and operate systems for
the distribution and transmission of gas in the State of Michigan, and all
easements, rights-of-way, permits, consents, privileges and licenses of the
Company related thereto.

                                     FIFTH.

     Also all other property of the Company, real and personal, of every kind
and character used or useful for or to be used in the business of manufacturing,
producing, generating, purchasing, transmitting, distributing or supplying gas,
electricity, steam or water for any purpose and wheresoever situated in the
States of Michigan, Ohio or Indiana, except property of the character
hereinafter referred to and defined as excepted property.

                                     SIXTH.

     Also all gas utility property, real and personal, of every kind and
character described above, and wheresoever situated in the State of Michigan
(except property of the character hereinafter referred to and defined as
excepted property), which may be hereafter acquired or possessed by the Company,
subject, however, to the provisions of Article XIII.

                                    SEVENTH.

     And also all property which at any time after March 1, 1987, by delivery or
by an indenture supplemental hereto, may be expressly conveyed, mortgaged or
pledged to the Trustees hereunder, or either of them, by the Company or by a
successor corporation, or by anyone on the Company's behalf and with its written
consent as and for additional security hereunder; the Trustees and each of them
being hereby authorized at any and all times to accept and
<PAGE>   49
                                       29

receive any such conveyance, mortgage, pledge or delivery and to hold and apply
any such property upon and subject to the terms and provisions hereof or of any
such supplemental indenture.

                                     EIGHTH.

    Together with all and singular the tenements, hereditaments and
appurtenances belonging or in anyway appertaining to the property hereby granted
or intended so to be; and the reversion and reversions, remainder and
remainders, incomes, rents, issues, proceeds and profits thereof; and all of the
estate, right, title, interest and claim whatsoever of the Company in and to the
same and every part and parcel thereof, excepting always property hereinafter
excepted and excluded from the lien hereof.

                               EXCEPTED PROPERTY.

    Expressly excepting and excluding, however, from this Indenture and from the
lien and operation hereof all the following-described property whether now owned
or hereafter acquired by the Company:


        A. All shares of stock and certificates or evidences of interest
    therein, all bonds, notes and other evidences of indebtedness or
    certificates of interest therein, all other securities, all bills, notes and
    accounts receivable, cash on hand or in banks, judgments, demands and
    general intangibles, choses in action and all contracts and operating
    agreements, now owned or hereafter acquired or possessed by the Company and
    which, or the proceeds of which, are not hereby or hereafter specifically
    mortgaged and pledged hereunder or required so to be.


        B. All property and franchises of any other corporation of whatever
    character, securities whereof, or obligations secured by lien upon the
    properties and franchises whereof, may be now owned or hereafter acquired or
    possessed by the Company, notwithstanding the fact that the Company may own
    or hereafter acquire all or substantially all of the securities issued by or
    secured by lien upon property of any such corporation or that any such
    corporation may be incorporated or organized at the instance of, or for the
    account of, the Company.


        C. All goods, wares, merchandise, equipment, materials and supplies
    manufactured or otherwise acquired for the purpose of resale or lease or for
    consumption in the ordinary course of business or in the operation of any
    properties of the Company, or held in advance of use thereof for fixed
    capital purposes, and all leases.
<PAGE>   50
                                       30

        D. All gas (including but not limited to volumes of gas necessary to
    maintain minimum pressures required for the operation of storage fields,
    sometimes referred to as "base gas"), by-products of gas, electricity,
    steam, water and oil, and any natural gas lands, wells, royalties, or rights
    or interests therein, or natural gas gathering lines or other works or
    property used in the production of natural gas.

        E. All automobiles, trucks, and other transportation equipment.

        F. All property of the Company in Earth's orbit or otherwise in space.

        G. All oil rights under gas and/or oil leases.

        H. All the interest of the Company in Lots 5, 6, 7, 8, 9, 10, 11, 12,
    and a portion of Lots 4 and 13, Fraser's Section of part of the Chene Farm,
    Detroit, Wayne County, Michigan, record title to said premises being in
    Union Trust Company, a Michigan corporation, by virtue of a deed recorded in
    the office of the Register of Deeds for Wayne County in Liber 1591 of Deeds,
    page 6.

    All securities, properties and franchises so excepted and excluded, or
during the time and to the extent so excepted and excluded, are elsewhere in
this Indenture sometimes referred to collectively as "excepted property". If,
upon the happening and continuance of an event of default as defined in Section
9.01 hereof, the Trustees or either of them or any receiver appointed hereunder
shall enter upon and take possession of the mortgaged property, the Trustees or
such receiver may, to the extent permitted by law, at the same time likewise
take possession of any and all of the excepted property described herein then on
hand, and not then subject to a lien or encumbrance, which is used or useful in
connection with the business of the Company, and use and administer the same, to
the extent permitted by law, to the same extent as if such property were then
made part of the mortgaged property, unless and until such event of default
shall be remedied or waived and possession of the mortgaged property restored to
the Company, its successors or assigns.

    The Company, however, expressly reserves the power at any time and from time
to time, by indenture supplemental hereto, to subject to the lien and operation
of the indenture any part or all of the securities, property and franchises so
excepted and excluded from the lien and operation hereto, upon such terms and
conditions and subject to such restrictions, limitations and reservations as it
may determine.
<PAGE>   51
                                       31

    TO HAVE AND TO HOLD the trust estate unto the Trustees, and their successors
and assigns, to and for the proper use and benefit of the Trustees, and their
successors and assigns forever:

    SUBJECT, HOWEVER, to the exceptions and reservations and matters hereinabove
recited; to existing leases and railroad trackage agreements; to alleys, streets
and highways that may run across or encroach upon said lands; to easements,
rights-of-way, reservations and restrictions existing by operation of law
or otherwise, over, under, upon or against the trust estate; to mortgages,
encumbrances or other liens existing at the date of acquisition on properties
and franchises acquired after the date of delivery of this Indenture; to
purchase money mortgages upon properties and franchises, acquired after the date
of delivery of this Indenture, created by the Company at the time of acquisition
of such properties and franchises; and to permissible encumbrances, as the term
"permissible encumbrances" is defined in Article I hereof.

    IN TRUST NEVERTHELESS, for the equal and proportionate use, benefit and
security of all present and future holders of the bonds and coupons issued and
to be issued under this Indenture, and for the enforcement of the payment of
said bonds and coupons when payable according to their tenor, purport and
effect, and to secure the performance of and compliance with the covenants and
conditions of said bonds and coupons and of this Indenture, without preference,
priority or distinction as to lien or otherwise, except as otherwise hereinafter
provided, of any one bond or coupon over any other bond or coupon, or of the
bonds or coupons of any particular series over the bonds or coupons of any other
series, by reason of priority in the time of issue, sale or negotiation thereof
or by reason of the purpose of issue or otherwise howsoever, so that, except as
aforesaid, each and every bond issued and to be issued hereunder shall have the
same right, lien and privilege under and by virtue of this Indenture, and so
that, except as aforesaid, the principal of and interest on all bonds shall be
equally and proportionately secured hereby, as if all such bonds at any time
outstanding had been duly issued, sold and negotiated simultaneously with the
delivery of this Indenture, and for the same consideration; it being intended
that the lien and security of this Indenture as to all bonds issued and to be
issued hereunder shall take effect from the day of the delivery hereof, without
regard to the time of the actual issue, sale or disposition of said bonds, and
as though upon said date all of said bonds had been sold and delivered to and
were in the hands of bona fide purchasers thereof for value;
<PAGE>   52
                                       32

    PROVIDED, HOWEVER, and these presents are upon the condition that if the
Company, its successors or assigns, shall pay or cause to be paid unto the
holders of all bonds outstanding hereunder the principal and interest (and
premium, if any) to become due in respect thereof at the times and in the manner
stipulated therein and herein, and shall keep, perform and observe all and
singular the covenants and promises in the bonds and coupons and in this
Indenture expressed as to be kept, performed and observed by or on the part of
the Company according to the true intent and meaning of this Indenture, then
this Indenture and the estate and rights hereby granted shall cease, determine
and be void, otherwise to remain in full force and effect.

    And it is hereby covenanted, declared and agreed by and between the parties
hereto that all of said bonds, with the coupons, if any, for interest thereon,
are to be executed, authenticated, issued and held, and that the trust estate is
to be held by the Trustees, upon and subject to the further covenants,
conditions, uses and trusts hereinafter set forth, viz.:


                                   ARTICLE I.

                                  DEFINITIONS.

    For all purposes of this Indenture and of all indentures supplemental hereto
now or hereafter entered into in accordance with the provisions hereof, the
definitions contained in and the methods of computation. prescribed by this
Article I shall be applied, unless the context otherwise requires or unless any
such supplemental indenture shall otherwise provide. Unless otherwise defined in
this Indenture, all terms used in those provisions of this Indenture which are
required to be inserted in an indenture to be qualified under the Trust
Indenture ACT of 1939 shall have the meaning, if any, assigned to such terms in
said Act, unless the context otherwise requires.

    The accounting terms used in this Indenture shall be construed in accordance
with generally accepted accounting principles and practices in use at the time
by companies operating like properties or, at the option of the Company, from
time to time, in accordance with generally accepted accounting principles and
practices in use at the effective date of this Amendment and Restatement of the
Indenture as hereinafter defined.

    The acceptance by the Trustee of any document, the signer of which is
required by some provision hereof to be approved by the Trustee, shall be
<PAGE>   53
                                       33

sufficient evidence of its approval of the signer within the meaning of this
Indenture.

    Every request or application by the Company for action by the Trustee under
any of the provisions of this Indenture shall be accompanied by an officers'
certificate and the opinion of counsel to the extent provided for in Section
17.07 hereof.

Accountant:

    The term, "accountant," shall mean an individual or a co-partnership or a
corporation engaged in the accounting profession, whether or not employed by or
in any way affiliated with the Company, or an individual employed by the Company
in the capacity of accountant.

Accountant's Certificate:

    The term, "accountant's certificate," shall mean a certificate signed by the
Chairman, Chief Executive Officer, President, Vice Chairman or a Vice President
of the Company or by any other officer selected by the Board of Directors and by
an accountant acceptable to the Trustee.

Acquired Plant or System:

    The term, "acquired plant or system," shall mean any property purchased or
acquired by the Company after December 31, 1943, which within six months prior
to the date of purchase or acquisition thereof by the Company has been used or
operated, by others other than the Company, in a business similar to that in
which it had been or is to be used or operated by the Company.

Additional Bonds:

    The term, "additional bonds," shall mean bonds authorized hereunder, of the
initial series known as First Mortgage Bonds, 3-1/2 % Series due 1969, or of any
other series, hereafter duly authenticated and delivered pursuant to the
provisions of Sections 3.03, 3.04, 3.05 and/or 3.06 hereof.

Affiliate:

    The term, "affiliate," when used with reference to the Company, shall mean
any person or corporation controlling, controlled by, or under direct or
indirect common control with, the Company, and when used with reference to an
<PAGE>   54
                                       34

obligor under this Indenture or upon the bonds other than the Company, shall
mean any person or corporation controlling, controlled by, or under direct or
indirect common control with, such obligor.

Appraiser:

    The term, "appraiser," shall mean an individual or a co-partnership or a
corporation engaged in the business of appraising property or competent to
determine the value of the particular property in question, whether or not
employed by or in any way affiliated with the Company.

Appraiser's Certificate:

    The term, "appraiser's certificate," shall mean a certificate signed by an
appraiser appointed by the Chairman, Chief Executive Officer, President, Vice
Chairman or a Vice President of the Company or any other officer selected by the
Board of Directors and acceptable to the Trustee.

Authorized Detroit Newspaper:

    The term, "authorized detroit newspaper," shall mean any newspaper published
on each business day, whether or not published on Saturdays, Sundays or
holidays, printed in the English language, and of general circulation in the
City of Detroit, Michigan. In the event that successive weekly publications in
an authorized Detroit newspaper are required hereunder they may be made' (unless
otherwise expressly provided herein) on the same or different days of the week
and in the same or in different authorized Detroit newspapers. In case, by
reason of the suspension of publication of any authorized Detroit newspaper, or
by reason of any other cause, it shall be impractical without extraordinary
expense to make publication of any notice in an authorized Detroit newspaper as
required by this Indenture, then such method of publication or notification as
shall be made with the approval of the Trustee shall be deemed the equivalent of
the required publication of such notice in an authorized Detroit newspaper.

Authorized New York Newspaper:

    The term, "authorized New York newspaper," shall mean any newspaper
published on each business day, whether or not published on Saturdays, Sun-days
or holidays, printed in the English language, and of general circulation in the
Borough of Manhattan, The City of New York, New York. In the event that
successive weekly publications in an authorized New York newspaper are
<PAGE>   55
                                       35

required hereunder they may be made (unless otherwise expressly provided herein)
on the same or different days of the week and in the same or in different
authorized New York newspapers. In case, by reason of the suspension of
publication of any authorized New York newspaper, or by reason of any other
cause, it shall be impractical without extraordinary expense to make publication
of any notice in an authorized New York newspaper as required by this Indenture,
then such method of publication or notification as shall be made with the
approval of the Trustee SHALL be deemed the equivalent of the required
publication of such notice in an authorized New York newspaper.

Board of Directors-Board:

    The term, "Board of Directors," or "Board" shall mean the Board of Directors
of the Company or any authorized committee of the Board of Directors.

Bonded:

    The term, "bonded," when used with reference to property, PROPERTY
additions, bonds or prior lien bonds, shall mean any such property, property
additions, bonds or prior lien bonds made by the Company the basis for the
authentication and delivery of bonds or for the withdrawal of cash held by the
Trustee or by the trustee or other holder of a prior lien or for the reduction
of the amount of cash to be deposited with the Trustee or for the release of
property from the lien hereof, under any provision of this Indenture (provided
that such provision does not expressly otherwise specify). The term, "bonded,"
shall also include bonds and prior lien bonds purchased or retired with money or
other property constituting a part of the trust estate including, but not
limited to, the proceeds of insurance on property theretofore bonded. The term,
"bonded," shall also include any property, property additions, bonds or prior
lien bonds, if and to the extent that the terms of any indenture supplemental
hereto, dated after March 1, 1987, shall so require.

     All of the properties owned by the Company on December 31, 1943, and
hereby mortgaged or intended so to be, shall, for all purposes of this
Indenture, be deemed to have been bonded at the date of delivery of this
Indenture.

    To the extent that any property additions, bonds or prior lien bonds,
certified to the TRUSTEE as the basis for any of the foregoing purposes, shall
be in excess of the amount of property additions, bonds or prior lien bonds
required for the particular purpose, such excess property additions, bonds or
prior lien
<PAGE>   56
                                       36

bonds shall not be deemed to be bonded, or shall be only partially bonded to the
extent so used. For the purpose of determining which property additions
certified to the Trustee represent any such excess, such excess shall be deemed
to be represented by the property additions most recently purchased, constructed
or otherwise acquired and included in the certificate.

    The term, "theretofore bonded," when used in any provision of this Indenture
with reference to property, property additions, bonds or prior lien bonds, shall
mean any such property, property additions, bonds, or prior lien bonds - bonded
prior to and remaining bonded at the particular time under any provision of this
Indenture, or bonded contemporaneously under any provision of this Indenture.

Bondholders:

    The term, "bondholders," or, "holders of the bonds," or, "holders," shall
mean the bearers of any coupon bonds outstanding hereunder, the ownership of
which is not at the time registered as to principal; the registered owners of
any coupon bonds outstanding hereunder which are at the time duly registered as
to principal; and the registered owners of any registered bonds without coupons
outstanding hereunder.

    Any reference to a particular percentage or proportion of the bondholders,
or to a particular percentage or proportion of the holders of bonds of
a particular series, shall mean the holders at the particular time of the
specified percentage or proportion in aggregate principal amount of all bonds
then outstanding under this Indenture, or of all bonds of the particular series
then outstanding under this Indenture, as the case may be, exclusive of bonds or
of bonds of the particular series, as the case may be, owned by the Company,
whether or not theretofore issued, or by any obligor upon the bonds, or by any
affiliate of the Company or of such obligor, and whether held in the treasury of
the Company or of such obligor or affiliate or pledged to secure any
indebtedness; provided, however, that where such reference is made in connection
with the protection of the Trustees in acting upon the direction or consent of a
specified proportion of bondholders, such bonds shall be excluded only if known
to the Trustees to be so owned; and provided further, that bonds . so pledged
may be regarded as outstanding for the purposes of this paragraph if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such bonds and that the pledgee is not an obligor upon the bonds or an affiliate
of the Company or of such obligor.
<PAGE>   57
                                       37

Bonds:

    The term, "bond," or, "bonds," shall mean any bond or all the bonds, as the
case may be, authenticated and delivered under this Indenture.

    The term, "outstanding under this Indenture," "outstanding under the
Indenture," or, "outstanding hereunder," when used with reference to bonds,
shall mean all bonds authenticated and delivered under this Indenture, except

        A. bonds cancelled prior to the particular time;

        B. bonds held by the Trustee for the purpose of any sinking fund or
    analogous fund for the retirement of bonds for which provision may be made
    in any indenture supplemental hereto, unless otherwise provided in such
    supplemental indenture;

        C. "redeemed bonds" as hereinafter defined; and

        D. bonds in lieu of and in substitution for which other bonds shall have
    been authenticated and delivered pursuant to the terms of Section 2.08
    hereof.

Certified Resolution:

    The term, "certified resolution," shall mean a copy of a resolution
certified by the Secretary or an Assistant Secretary Of the Company, under its
corporate seal, to have been duly adopted by the Board.

Company:

    The term, "Company," shall mean the party of the first part hereto, MICHIGAN
CONSOLIDATED GAS COMPANY, and, subject to the provisions of Article XIII hereof,
shall include its successors and assigns.

Counsel:

    The term,"counsel,"shall mean counsel (who may be of counsel for the
Company) appointed by the Chairman, Chief Executive Officer, President, Vice
Chairman or a Vice President of the company or any other officer selected by the
Board of Directors and acceptable to the Trustee.

Coupons:

    The term, "coupon," or "coupons," shall mean any interest coupon or all the
interest coupons, as the case may be, appertaining to the bonds.
<PAGE>   58
                                       38

Engineer:

         The term, "engineer," shall mean an individual or a co-partnership or a
corporation engaged in the engineering business, whether or not employed by or
in any way affiliated with the Company, or an individual employed by the Company
in the capacity of engineer.

Engineer's Certificate:

    The term, "engineer's certificate," shall mean a certificate signed by the
Chairman, Chief Executive Officer, President, Vice Chairman or a Vice President
of the Company and by an engineer acceptable to the Trustee.

Event of Default:

         The term, "event of default," shall mean any event of default specified
in Section 9.01 of this Indenture, continued for the period of time, if any,
therein designated.

Indenture:

         The term, "Indenture," shall mean this instrument and all indentures
supplemental hereto. All references to "herein" shall mean in this Indenture or
in any indenture supplemental hereto.

Independent Accountant:

    The term, "independent accountant," shall mean an individual, co-partnership
or corporation, engaged in the accounting profession, who or which is in fact
independent and, in the case of an individual, who is not a director, officer or
employee of the Company or of an affiliate of the Company or of any other
obligor under this Indenture or upon any of the bonds, and, in the case of a
co-partnership or corporation, which is not an affiliate of the Company or of
any other obligor under this Indenture or upon any of the bonds and which does
not have a partner, director or officer who is a director, officer or employee
of the Company or of any affiliate of the Company or of any such obligor,
whether or not such individual, co-partnership or corporation is regularly
retained by the Company or by any affiliate of the Company or by such other
obligor.

Independent Accountant's Certificate:

    The term, "independent accountant's certificate," shall mean a certificate
or opinion signed by an independent accountant appointed by the Chairman,
<PAGE>   59
                                       39

Chief Executive Officer, President, Vice Chairman or a Vice President of the
Company or any other officer selected by the Board of Directors and approved by
the Trustee in the exercise of reasonable care

Independent Appraiser:

    The term, "independent appraiser," shall mean an individual, co-partnership
or corporation, engaged in the business of appraising property or otherwise
competent to determine the value of the particular property in question, who or
which is in fact independent and, in the case of an individual, who is not a
director, officer or employee of the Company or of an affiliate of the Company
or of any other obligor under this Indenture or upon any of the bonds, and, in
the case of a co-partnership or corporation, which is not an affiliate of the
Company or of any other obliger under this Indenture or upon any of the bonds
and which does not have a partner, director or officer who is a director,
officer or employee of the Company or of any affiliate of the Company or of any
such obligor, whether or not such individual, co-partnership or corporation is
regularly retained by the Company or by any affiliate of the Company or by such
other obligor.

Independent Appraiser's Certificate:

    The term, "independent appraiser's certificate," shall mean a certificate
signed by an independent appraiser appointed by the Chairman, Chief Executive
Officer, President, Vice Chairman or a Vice President of the Company or any
other officer selected by the Board of Directors and approved by the Trustee in
the exercise of reasonable care.

Independent Engineer:

    The term, "independent engineer," shall mean an individual, co-partnership
or corporation, engaged in the engineering business, who or which is in fact
independent and, in the case of an individual, who is not a director, officer or
employee of the Company or of an affiliate of the Company or of any other
obligor under this Indenture or upon any of the bonds, and, in the case of a
co-partnership or corporation, which is not an affiliate of the Company or of
any other obliger under this Indenture or upon any of the bonds and which does
not have a partner, director or officer who is a director, officer or employee
of the Company or of any affiliate of the Company or of any such obligor,
whether or not such individual, co-partnership or corporation is regularly
retained by the Company or by an affiliate of the Company or by such other
obligor.
<PAGE>   60
                                       40

Independent Engineer's Certificate:

    The term, "independent engineer's certificate," shall mean a certificate
signed by an independent engineer appointed by the Chairman, Chief Executive
Officer, President, Vice Chairman or a Vice President of the Company or any
other officer selected by the Board of Directors and approved by the Trustee in
the exercise of reasonable care.

Lien of this Indenture:

    The terms, "lien hereof," and, "lien of this Indenture," shall mean the lien
created by these presents (including the after-acquired property clauses hereof)
and the lien created by any subsequent conveyance to the Trustees hereunder or
otherwise (whether made by the Company or any other corporation or any
individual or co-partnership) effectively constituting any property a part of
the security held by the Trustees for the benefit of all bonds outstanding
hereunder.

Mortgaged Property--Trust Estate:

    The terms, "mortgaged property," and, "trust estate," shall mean as of any
particular time the property which at said time is subject or intended to be
subject to the lien of this Indenture, whether such lien be created by these
presents (including the after-acquired property clauses hereof) or by subsequent
conveyance or delivery to or pledge with the Trustees hereunder or otherwise.

Net Property Additions:

    The term, "net property additions," as of any particular date shall mean the
excess of the cost or fair value (whichever is less) of all property additions
of the Company, certified to the Trustee pursuant to any of the provisions of
this Indenture as of such date, over the original cost or over the cost or fair
value (whichever is less), as the case may be (computed in accordance with the
definition of property retirements), of all property retirements of the Company
certified to the Trustee as of such date pursuant to any provision of this
Indenture (provided that such provision does not expressly otherwise specify).

    In the computation of "net property additions not theretofore bonded" for
any purpose of this Indenture, only property additions not theretofore bonded
shall be included. Property additions which shall have been retired or which
shall have been released from the lien of this Indenture without in either event
<PAGE>   61
                                       41

having become bonded, shall be excluded in determining the amount of property
additions and property retirements.

Officers' Certificate:

    The term "officers' certificate," shall mean a certificate signed by the
Chairman, Chief Executive Officer, President, Vice Chairman or a Vice President
and the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Company.

Order of the Company--Request of the Company:

    The terms, "order of the Company," and, "request of the Company," shall
mean, unless the context otherwise indicates, an instrument in writing signed by
the Chairman, Chief Executive Officer, President, Vice Chairman or a Vice
President of the Company, or by any other officer selected by the Board of
Directors.

Original Cost:

    The term, "original cost," when used with reference to property, shah mean
the cost of such property to the person first devoting it to public service, or,
in the case of property not devoted to public service, the cost thereof to the
Company.

Permissible Encumbrances:

    The term, "permissible encumbrances," shall mean at any particular time
A.taxes, assessments or governmental charges not delinquent, B. taxes,
assessments or governmental charges, already due, but the validity of which is
being contested at the time by the Company in good faith, C. liens created by
others than the Company on property with respect to which the Company owns
easements, leases or rights-of-way for gas, steam or water mains, pipes, pipe
lines or equipment or for electric transmission or distribution lines, or leases
or other rights for natural gas production purposes, D. undetermined liens or
charges incidental to construction, E. liens 1. of any judgments in an aggregate
amount of not in excess of one per cent (1%) of the aggregate principal amount
of the bonds outstanding hereunder at the time of the creation of such lien in
personal injury, workers' compensation or death cases or for damages to
property, or 2. in respect of judgments or awards with respect to which the
Company shall in good faith concurrently be prosecuting an appeal or proceedings
for review, or 3. of any judgment in respect of which moneys in the amount of
<PAGE>   62
                                       42

the judgment have been deposited with the Trustee to be withdrawn only as
provided in Section 8.01 hereof, F. easements, rights-of-way, exceptions,
reservations or restrictions, ,and agreements for the joint or common use of
property, which do not materially impair the use of the affected property in the
operation of the business of the Company, G. the right reserved to, or vested
in, any municipality or public authority by the terms of any franchise, grant,
license or permit, or by any provision of law, to terminate such franchise,
grant, license or permit or to purchase or appropriate or recapture or to
designate a purchaser of any of the mortgaged property, or to demand and collect
from the Company any tax or other compensation for the use of streets, alleys or
other public places, H. rights reserved to, or vested in, any municipality or
public authority to use, control, remove or regulate any property of the
Company, I. zoning laws and ordinances, J. possible adverse rights or interests
and inconsequential defects or irregularities in title which, in the opinion of
counsel, may be properly disregarded, K. any liens securing indebtedness,
neither assumed nor guaranteed by the Company nor on which it customarily pays
interest, existing upon real estate or rights in or relating to real estate
acquired by the Company for right-of-way, lease or similar purposes, L. rights
reserved to or vested in others to take or receive any part of the gas, power,
oil or other minerals or timber generated, developed, manufactured or produced
by, or grown on, or acquired with, any property of the Company, and M. any
controls, liens, restrictions, regulations, easements, exceptions or
reservations of any governmental authority applying to the property or
facilities of the Company.

Prior Lien:

    The term, "prior lien," shall mean a mortgage or other lien prior to the
lien of this Indenture (excepting the liens of permissible encumbrances)
existing at any particular time upon any property additions then or theretofore
bonded under any provision of this Indenture.

Prior Lien Bonds:

    The term, "prior lien bonds, " shall mean bonds, obligations or indebtedness
secured by prior liens.

    The term, "outstanding," when used with reference to prior lien bonds, shall
mean as of any particular time all prior lien bonds theretofore authenticated
and delivered by the trustee of the mortgage or other lien securing the same
<PAGE>   63
                                       43

and/or, if there be no such trustee, all prior lien bonds theretofore issued and
delivered by the maker of such mortgage or other lien, except:

        A. prior lien bonds theretofore cancelled;

        B. prior lien bonds held in pledge hereunder;

        C. prior lien bonds held in pledge by the trustee or other holder of the
    mortgage or other lien securing such prior lien bonds or other prior lien
    bonds, or for the purpose of any sinking fund or analogous fund for the
    retirement of bonds, for which provision may have been made in the
    instrument evidencing such mortgage or other lien;

        D. redeemed prior lien bonds, as hereinafter defined, and prior lien
    bonds for the purchase of which moneys in the necessary amount shall have
    been irrevocably deposited with the Trustee hereunder or with the trustee or
    other holder of the mortgage or other lien securing such prior lien bonds or
    other prior lien bonds (whether upon or prior to maturity or upon or prior
    to the redemption date of such prior lien bonds); and

        E. lost, stolen, mutilated or destroyed prior lien bonds in lieu of, and
    in substitution for, which other prior lien bonds shall have been issued.

Property Additions:

    The term, "property additions," shall mean any new or additional property,
real or personal (including acquired plants or systems and separate and distinct
units, plants, systems and properties) purchased, constructed or otherwise
acquired by the Company and permanent improvements, extensions or additions
(including in these terms equipment and appliances) to or about the plants or
properties of the Company, and in every case subject to the lien hereof, in the
opinion of counsel for the Company, and located in the United States of America
or the Dominion of Canada and purchased, constructed or otherwise acquired by
the Company after December 31, 1943 (or, in the case of materials and supplies,
held on December 3 1, 1943, in advance of use thereof and installed after that
date), and properly chargeable to fixed capital accounts and so charged after
that date,, and in every case used or useful for or to be used in the business
of manufacturing, producing, exploring for and developing, generating,
purchasing, transmitting, transporting, managing the use-of, distributing or
supplying energy or fuel in any form, including without limitation, gas or
electricity for any purpose or of generating, manufacturing, producing,
transmitting, transporting, distributing or supplying water for drinking, power,
heat or other purposes or steam or hot water for power, heat or other purposes.
<PAGE>   64
                                       44

    "Property additions," as so defined, without limitation of the general
import of such definition, shall include:

        A. Property acquired by the Company as the result of any consolidation
    or merger to which the Company may be a party;

        B. Permanent improvements, extensions or additions to or about the
    properties of the Company in the process of construction or partially
    completed, but only to the extent of construction made subsequent to
    December 31, 1943;

        C. Property purchased, constructed or otherwise acquired by the Company
    to renew or replace, or in substitution for, other property including old,
    worn out, obsolete, discontinued or abandoned property, or property which
    has been lost through enforcement of liens on property with respect to which
    the Company owns easements, rights-of-way or leases for gas, steam or water
    mains, pipes or pipe lines or for electric transmission or distribution
    lines;

        D. Movable equipment, whether or not installed on property owned by
    others;

        E. Easements and rights-of-way for gas, steam or water mains, pipes or
    pipe lines or for electric transmission or distribution lines, and any
    rights, permits or licenses to use or appropriate water or to overflow the
    land of others by the erection of dams or otherwise; and permanent
    improvements, extensions or additions, including mains, pipes, towers, pole,
    wires, vaults, conduits and equipment for transmission, distribution or pipe
    line purposes, to or upon any land covered by such easements or
    rights-of-way or such rights, permits or licenses or by leases;

        F. Permanent improvements, extensions or additions, including mains,
    pipes, towers, poles, wires, vaults, conduits and equipment for
    transmission, distribution or pipe line purposes, located or constructed on,
    over or under public highways, streets, alleys, bridges or other public
    property (including in the cost thereof any cost of paving or repaving in
    connection therewith);provided that the Company shall have or acquire the
    lawful right (which may be for a term or indeterminate or revocable at the
    will of the public authority having jurisdiction over such public highways,
    streets, alleys, bridges or other public property) for such use; and

        G. Any form of solar power satellites, space satellites, space stations
    and other analogous facilities whether or not in the Earth's atmosphere.

    "Property additions," as so defined, shall not include:

        AA. Good will or any leases, contracts or operating agreements;
<PAGE>   65
                                       45

        BB. Any shares of stock or certificates or evidences of interest
    therein, or any bonds, notes or other evidences of indebtedness or
    certificates of interest therein or any other securities;

        CC. Any goods, wares, merchandise, equipment, materials or supplies
    acquired for the purpose of resale or lease or for consumption in the
    ordinary course of business or in the operation of any properties of the
    Company, or held in advance of use thereof for fixed capital purposes;

        DD. Any natural gas lands, wells, leases or royalties, or rights or
    interests therein, or natural gas gathering lines or other works or property
    used in the production of natural gas;

        EE. Except as permitted by C., D., E. or F. above, any rights-of-way or
    easements with respect to land owned by others or improvements, extensions
    or additions by the Company on easements or rights-of-way or on leasehold
    estates or on, over or under public highways, streets, alleys, bridges or
    other public property;

        FF. Any automobiles, trucks or other transportation equipment; or

        GG. Any property acquired by the Company with proceeds , of any
    insurance on property theretofore bonded.

    The cost of any property additions shall include a sum equal to the
principal amount of any outstanding prior lien bonds secured by a lien on such
property additions and not theretofore included in the cost of other property
additions which have been bonded. The fair value of any property additions shall
be determined without any deduction for any prior liens upon such property. The
cost of any property additions constructed by or for the Company shall include
such allowances or charges for interest, taxes, engineering, legal expenses,
superintendence, insurance, casualties and other items during construction and
for intangibles as the signers of an officers' certificate filed at the
particular time shall certify (1) are, in the opinion of the signers, proper in
respect of the particular property additions specified in said certificate, and
(2) are not in violation of any applicable rules, regulations or orders of any
public body or authority exercising supervisory authority over the accounts of
the Company.

    The cost of any property additions shall mean the cost thereof to the
Company and the fair value of any property additions shall mean the fair value
thereof to the Company.

    If the Company shall have acquired or paid for any property additions in
whole or in part through the issue or delivery of shares of stock or other
<PAGE>   66
                                       46

securities, the portion of the cost of such property additions represented by
such shares of stock or other securities shall be deemed to be the fair value in
cash of any such shares of stock or other securities at the time of the issue or
delivery thereof in payment for, or for the acquisition of, such property
additions.

    The cost of any property additions consisting of acquired plants or systems
shall be deemed to include the cost of any franchises or other rights acquired
simultaneously therewith for which no separate or distinct consideration shall
have been paid or apportioned. In the determination of the fair value of any
such property additions, consideration shall be given to going concern value to
the Company as well as to the value of the physical property acquired, but only
to the extent that the signer of the certificate required by the terms of
subdivision C.3. of Section 3.03 hereof shall certify is, in his opinion,
reasonable and proper in respect of the particular property additions specified
in said certificate.

    The fair value of property additions shall in every case, except as
otherwise specifically provided herein, be determined as of a date not more than
ninety days prior to the date of application to the Trustee for bonding such
property additions.

Property Retirements:

    The term, "property retirements," shall mean A. property of the character of
property additions owned by the Company on December 3 1, 1943, and B. property
additions theretofore bonded, which, in either case, subsequent to said date,
shall have worn out or been physically retired, discontinued or abandoned,
whether or not renewed or replaced (but shall not include any property only
temporarily out of use), or shall have been sold or otherwise disposed of, or
released pursuant to Section 7.03 or 7.04 or 7.05 hereof. Property retirements
shall not include any amount for the write-down or the write-off of the excess
of the cost to the Company of properties acquired as entireties over the
original cost of such properties, which may be required by any rule, regulation
or order of any public body or authority exercising supervisory authority over
the accounts of the Company.

    For the purposes of this Indenture all property retirements shall be
computed at the original cost thereof (estimated, if necessary), unless such
property retirements shall consist of property additions theretofore bonded, in
which
<PAGE>   67
                                       47

case such property retirements shall be computed at the zest or fair value
thereof (whichever is less) as certified to the Trustee at the time of bonding
such property additions (estimated, if necessary),in each case after deducting
from such original cost or cost or fair value, as the case may be, 1. if the
property retirements have been released pursuant to Section 7.03 hereof, the
consideration received or to be received therefor or an amount equal to the fair
value thereof at the time of such release (whichever is greater), or 2. if the
property retirements have been released pursuant to Section 7.04 or Section 7.05
hereof, the proceeds of the property so released; provided, however, that if any
property retirement is included as a property retirement in an engineer's
certificate, required to be filed pursuant to any provision of this Indenture,
prior to a release of such property retirement pursuant to Section 7.03 or
Section 7.04 or Section 7.05 hereof, as the case maybe, and if such property
retirement shall subsequently be so released, the consideration received or to
be received therefor or the fair value thereof at the time of such release
(whichever is greater) or the proceeds of the property so released, as the case
may be, may be deducted from the amount of any subsequent property retirements.

Publication of Notice:

    Wherever herein provision is made for publication of any notice once in each
week for any period of consecutive weeks, such publications shall not be
required to be made on the same day of each such week, but may be made on any
day of any of such weeks, and need not be made in the same newspaper.

Redeemed Bonds and Redeemed Prior Lien Bonds:

    The term, "redeemed bonds," shall mean A. bonds which have been deemed to
have been paid pursuant to a Section 16.05 Defeasance as provided for in Section
16.05 hereof and B. bonds for the payment or redemption of which cash in the
necessary amount shall have been irrevocably deposited with the Trustee (whether
upon or prior to the maturity or redemption date of said bonds), provided that
if said bonds are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article IV hereof provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and the
term, "redeemed prior lien bonds," shall mean prior lien bonds for the payment
or redemption of which cash in the necessary amount shall have been irrevocably
deposited with the Trustee hereunder, or with the trustee or other holder of the
mortgage or other lien securing such prior lien bonds or other prior lien bonds
(whether upon, or prior to, the
<PAGE>   68
                                       48

maturity or the redemption date of such prior lien bonds); provided that if such
prior lien bonds are to be redeemed prior to the maturity thereof, notice of
such redemption shall, according to an opinion of counsel furnished to the
Trustee, have been published or otherwise given as required by the mortgage or
other lien securing the same, or provision satisfactory to the Trustee shall
have been made for such notice.

Registered Owner:

    The term, "registered owner," shall mean the person or persons in whose name
or names the particular registered bond without coupons shall be registered, or
the particular coupon bond shall be registered as to principal, on the books of
the Company, kept for that purpose in accordance with the terms of this
Indenture.

Responsible Officers of the Trustee:

    The term, "responsible officers of the Trustee," shall mean the chairman of
the board of directors, the president, every vice chairman of the board of
directors, every vice president, the secretary, every assistant secretary, the
treasurer, every assistant treasurer, every senior trust officer, every trust
officer, every assistant trust officer and every other officer and assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers respectively or
to whom any corporate trust matter is referred because of his knowledge of and
familiarity with a particular subject.

Supplemental Indenture:

    The term, "supplemental indenture," or "indenture supplemental hereto,"
shall mean any indenture now or hereafter duly authorized and entered into
between the Company and the Trustees, in accordance with the provisions of this
Indenture.

Trust Indenture Act of 1939:

    The term, "Trust Indenture Act of 1939," shall mean the Trust Indenture Act
of 1939 as in effect for the time being.

Trustee--Individual Trust--Trustees:

    The term, "Trustee," shall mean Citibank, N.A., (successor to City Bank
Farmers Trust Company) or its successor as trustee under this Indenture for
<PAGE>   69
                                       49

the time being, but not the Individual Trustee, and not a co-trustee or separate
trustee appointed pursuant to the provisions of Section 12.15 hereof unless
otherwise provided in the instrument of appointment executed pursuant to the
provisions of said Section 12.15 and then only to the extent therein provided.

    The term, "Individual Trustee," shall mean Robert T. Kirchner (successor to
Ralph E. Morton) or his successor as trustee under this Indenture for the time
being, but not a co-trustee or separate trustee appointed pursuant to the
provisions of Section 12.15 hereof unless otherwise provided in the instrument
of appointment executed pursuant to the provisions of said Section 12.15, and
then only to the extent therein provided.

    The term, "Trustees," shall mean the Trustee and the Individual Trustee for
the time being.

                                   ARTICLE II.

                DESCRIPTION, EXECUTION AND REGISTRATION OF BONDS.

    SECTION 2.01. The bonds issuable under this Indenture may be issued in one
or more series as from time to time shall be authorized by the Board and may be
provided for in an indenture or indentures supplemental hereto or in certified
resolutions, and may be issued originally either as coupon bonds and/or as
registered bonds without coupons as the Board shall elect. The bonds of all
series shall be known generally as the "First Mortgage Bonds" of the Company,
but with respect to the bonds of any particular series, the Company may add to,
change or incorporate in such title, as the same may appear at the heading of
such bonds and in the coupons thereto attached, the rate of interest borne by
the bonds of such series, the date of maturity thereof, or any other words or
figures descriptive thereof or of the security therefor, as the Board may
determine. The Company may, if the Board so elects and if the Trustee approves,
or if the Trustee so requests in writing and if in the opinion of counsel the
general designation of the bonds as First Mortgage Bonds is not appropriate
under the circumstances existing at the particular time, the Company shall, at
any time from time to time change such general designation to such other general
designation as may, in the opinion of counsel, be appropriate under such
circumstances and not objected to by the Trustee. In the case of any such
change, and until a further change, all bonds which may be authenticated and
delivered thereafter pursuant to Article III hereof shall bear such new
designation. If additional bonds of any particular series, of which
<PAGE>   70
                                       50

series bonds are outstanding at the time of any such change, shall at any time
thereafter be authenticated and delivered, or if any bonds bearing such new
designation are authenticated and delivered thereafter pursuant to this Article
II in exchange or substitution for or upon transfer of any such bonds, the
Company shall provide for the exchange of all bonds of such series at the time
outstanding for new bonds of like series and maturity bearing the new general
designation, at the option of, but without expense to, the holders.

    The bonds of each series and the coupons to be attached to the coupon bonds
shall be substantially in the forms hereinbefore recited, with such omissions,
variations and insertions as are authorized in the supplemental indenture or
certified resolutions of the Board creating such series and as are permitted by,
or as may be required to comply with, the terms of this Indenture. The bonds of
each series shall be distinguished from the bonds of each other series in such
manner, either by a serial designation (which may be noted thereon) and/or in
the title of the bonds of such series or otherwise, as the Board may determine.
Bonds of the same series may be of different denominations, and bonds of any
series may be of serial maturities and if of serial maturities may differ with
respect to interest rates, redemption prices and terms of convertibility.

    The Company shall deliver certified resolutions to the Trustee or shall
execute and deliver a supplemental indenture to the Trustee with respect to each
series of bonds issued hereunder which shall specify the designation, terms and
provisions of the bonds of such series, as herein required or permitted.
Subject to determination from time to time by <the Board, as expressed in said
certified resolutions or supplemental indentures:

        A. The bonds of any series shall bear interest at such rate or rates
    (which may include variable rates) and shall be payable as to interest and
    principal at such time or times and at such place or places as may be
    provided. in the certified resolutions or supplemental indenture creating
    such series and expressed in such bonds when issued; provided, however, that
    the bonds of any series need not bear interest;

        B. The principal of and interest on the bonds of any series shall be
    payable in such coin or currency (which need not be coin or currency of the
    United States of America) as may be provided in the certified resolutions or
    supplemental indenture creating such series and expressed in such bonds when
    issued;

        For the purposes of calculations under this Indenture (including
    calculations of principal amount under Articles III and XIV), the principal
<PAGE>   71
                                       51

    amount of any bonds outstanding hereunder payable in a foreign coin or
    currency and interest payable in a foreign currency shall be based upon the
    Federal noon buying rate of such foreign coin or currency in The City of New
    York, New York (or if no such noon buying rate is known to the signers of
    the officers' certificate forming a part of the application for the
    authentication and delivery under this Indenture for the initial
    authentication and delivery of such bonds, then such other rate as they
    shall reasonably determine) on a date within ten days prior to the date of
    such application for authentication and delivery (and set forth in the
    officers' certificate forming a part of such application). Such principal
    amount in coin or currency of the United States of America shall not be
    changed for subsequent calculations of the principal amount of such bonds
    after the initial determination, but the determination of interest shall be
    recalculated as required from time to time by the provisions of C.5. of
    Section 3.03 hereof.

        C. The bonds of any series may be issued as coupon bonds and/or as
    registered bonds without coupons; and coupon bonds of such denominations as
    may be specified in the certified resolutions or supplemental indenture
    creating such series, may contain provisions permitting the exchange thereof
    for registered bonds without coupons of the same series and maturity and/or
    permitting the exchange thereof for other coupon bonds of other
    denominations of the same series and maturity, but of the same aggregate
    principal, amount; and registered bonds without coupons may contain
    provisions permitting the exchange thereof for coupon bonds of the same
    series and maturity and/or permitting the exchange thereof for other
    registered bonds without coupons of other denominations of the same series
    and maturity, but of the same aggregate principal amount;

        D. Bonds of any series may be issued in such denominations as the
    Company may elect to have executed and delivered in its behalf;

        E. The bonds of any series may be limited as to the maximum principal
    amount thereof which may be authenticated and delivered by the Trustee or
    which may be at any one time outstanding, and an appropriate insertion in
    respect of such limitation may, but need not, be made in the bonds of such
    series;

        F. The bonds and coupons of any series may contain such lawful
    provisions, if any, with respect to the payment of principal and/or interest
    thereby represented without deduction for, and/or reimbursement of, such
    taxes, assessments or governmental charges as may be specified therein or in
    certified resolutions or an indenture supplemental hereto pursuant to which
    such bonds are issued, and/or otherwise with respect to relieving the holder
    from payment of any such taxes, assessments or governmental charges, as
    shall be prescribed in the certified resolutions or supplemental indenture
    creating such series;
<PAGE>   72
                                             52

        G. The bonds of any series (or if of serial maturities the bonds of any
    maturity) may contain such provisions for the redemption thereof, at the
    option of the Company, at such redemption price or prices, at such time or
    times, upon such notice, in such manner and upon such other terms and
    conditions as may be prescribed in the certified resolutions or supplemental
    indenture creating such series and expressed in such bonds when issued;

        H. The bonds of any series (or if of serial maturities, the bonds of any
    maturity) may be convertible into or exchangeable for, at the option of the
    holders thereof, capital stock of any class or other securities of the
    Company or of any other corporation, at such times and upon such terms and
    conditions and subject to such adjustments as may be prescribed in the
    certified resolutions or supplemental indenture creating such series and
    expressed in such bonds or in an endorsement thereon when issued;

        I. The bonds of any series (or if of serial maturities, the bonds of any
    maturity) may be convertible into or exchangeable for, at the option of the
    holders thereof, bonds of a different series bearing the same or a lesser
    interest rate, at such times and upon such terms and conditions as may be
    prescribed in the certified resolutions or supplemental indenture creating
    such series and expressed in said bonds when issued;

        J. The bonds of any series may contain such provisions, if any, for the
    establishment of a purchase, sinking, amortization, improvement or analogous
    fund therefor, in such amounts, at such time or times, in such manner and
    upon such other terms and conditions, and/or for the retirement or
    redemption of all or any of such bonds by the operation of any such fund or
    otherwise, at such price or prices, in such amounts, at such time or times,
    in such manner and upon such other terms and conditions as may be prescribed
    in the certified resolutions or supplemental indenture creating such series
    and expressed in such bonds when issued;

        K. The bonds of any series may contain provisions reserving to the
    Company the right to create fully registered bonds that may be registered as
    to the payment of principal to one holder and to the payment of interest to
    another holder;

        L. The bonds of any series may contain provisions complying with any law
    or with any rules or regulations made pursuant thereto or with the rules or
    regulations of any securities exchange or conforming to usage;

        M. The bonds of any series need not continue to have the benefit of any
    security given to the other series of bonds after such other series are no
    longer outstanding hereunder;

        N. The bonds of any series may contain provisions as to exchanging bonds
    of such series, at the option of the holders thereof, for other bonds
<PAGE>   73
                                       53

    of the same or other series of the same aggregate principal amount of a
    different authorized kind or authorized denomination or denominations;

        0. The bonds of any series may contain such other special terms and
    conditions, not prohibited by the provisions hereof, as may be prescribed in
    the certified resolutions or supplemental indenture creating such series;
    and/or

        P. The bonds of any series may contain provisions to reflect
    technological changes, including but not limited to computer readouts.

    Coupon bonds shall bear such date or dates as may be provided in the
certified resolutions or supplemental indenture creating such series and shall
bear interest in accordance with the coupons attached thereto. Registered bonds
without coupons, unless otherwise specifically provided with respect to a series
of bonds, shall be dated as of the date of authentication. Unless other
provisions (including, but not limited to, provisions establishing or changing
record dates for the payment of interest) are specifically provided with respect
to a series of bonds, registered bonds without coupons shall bear interest from
the beginning of the current interest period for that series; provided, however,
that if any registered bond without coupons shall be authenticated and delivered
upon a transfer of, or in exchange for or in lieu of, any bond or bonds upon
which interest is in default, it shall be dated so that such bond shall bear
interest from the last preceding date to which interest shall have been paid on
the bond or bonds in respect of which such registered bond without coupons shall
have been delivered, unless otherwise specifically provided with respect to a
series of bonds.

    The bonds of each series and the coupons to be attached thereto may contain
such other terms, covenants, conditions, provisions, specifications, descriptive
words and recitals, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements thereon, as may
be required or desirable to comply with the rules of any securities exchange or
to conform to law or usage in respect thereof, or as may be prescribed herein
or, consistently with the provisions hereof, in the certified resolutions or
supplemental indenture creating such series.

    SECTION 2.02. The bonds of each series shall be issued in such denominations
and shall be numbered or otherwise distinguished in such manner or in accordance
with such plan as the Board of Directors of the Company may, at the time of the
creation of such series or at any time and from time to time
<PAGE>   74
                                       54

thereafter, determine in accordance with the provisions of Section 2.01 hereof.
In the absence of any such determination with respect to the bonds of any
particular series, the coupon bonds of such series shall be issued in
denominations of $1,000, and the registered bonds without coupons of such series
shall be issued in denominations of One Thousand Dollars ($l,OOO), or any
multiple of One Thousand Dollars ($l,OOO), as the Company shall in writing
request.

    In all cases in which the privilege of exchanging bonds exists and is
exercised, the bonds to be exchanged shall be surrendered at such place or
places as shall be designated by the Board of Directors. All coupon bonds so
surrendered and all coupon bonds delivered in exchange therefor or in exchange
for registered bonds without coupons shall be accompanied by all unmatured
coupons appertaining thereto; provided that when coupon bonds are so surrendered
for exchange or are issued in exchange for other coupon bonds or registered
bonds without coupons at a time when the Company is in default in the payment of
interest on the series of bonds to which such bonds belong, the coupon bonds so
surrendered and the coupon bonds so issued in exchange shall also be accompanied
by such matured coupons as represent the interest so in default. All bonds so
surrendered shall be forthwith cancelled and delivered to or upon the order of
the Company. All bonds executed, authenticated and delivered in exchange for
bonds so surrendered shall be the valid obligations of the Company, evidencing
the same debt as the bonds surrendered, and shall be secured by the lien of this
Indenture and entitled to all of the benefits and protection hereof to the same
extent as the bonds in exchange for which they are executed, authenticated and
delivered.

    SECTION 2.03. From time to time the bonds issuable hereunder shall be
executed on behalf of the Company by its Chairman, Chief Executive Officer,
President, Vice Chairman or a Vice President, or any other officer selected by
the Board of Directors, under its corporate seal, which may be facsimile,
attested by its Secretary or an Assistant Secretary, or by such other signers
and by such other form of execution, which may include facsimile signatures of
signing officers, as may be designated or prescribed by certified resolution of
the Board of Directors or in a supplemental indenture. In case any officer ' of
the Company who shall have signed or sealed any bond shall cease to be such
officer of the Company before the bond so signed or sealed shall have been
actually authenticated and delivered by the Trustee, such bond, nevertheless,
may be authenticated and delivered and issued as though the person who had
signed or sealed such bond had not ceased to be an officer of the
<PAGE>   75
                                       55

Company; and also any bond may be signed and sealed on behalf of the Company by
such persons as at the actual date of the execution of such bond shall be the
proper officers of the Company, although at the date of such bond any such
person shall not have been an officer of the Company. The coupons to be attached
to the coupon bonds shall be authenticated by the facsimile signature of the
present or any future Treasurer or any Assistant Treasurer of the Company or by
such other signer or signers as may be designated or prescribed by certified
resolution or in a supplemental indenture, and the Company may adopt and use for
that purpose the facsimile signature of any person who shall have been such
authorized signatory, notwithstanding the fact that he may not have been such
authorized signatory at the date of such bonds or that he may have ceased to be
such authorized signatory at the time when such bonds shall be actually
authenticated and delivered.

    SECTION 2.04. The bonds when executed shall be delivered to the Trustee for
authentication by it; and thereupon, as provided in this Indenture and not
otherwise, the Trustee shall authenticate and deliver the same. Only such bonds
as shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee, shall be secured by this
Indenture, or be entitled to any lien, right or benefit hereunder. No bond and
no coupon thereunto appertaining shall be or become valid or obligatory for any
purpose until such certificate shall have been duly executed on such bond; and
such authentication by the Trustee upon any bond shall be conclusive evidence
and the only evidence that the bond so authenticated has been duly issued
hereunder. Before authenticating and delivering any bond, the Trustee shall,
subject to the provisions of Sections 2.02 and 2.08 hereof, detach and cancel
any then matured coupons thereto attached and deliver the same to or upon the
order of the Company.

    SECTION 2.05. Pending the preparation of definitive bonds of any series
issuable under this Indenture, the Company may execute and, upon its request in
writing, the Trustee shall authenticate and deliver, in lieu of such definitive
bonds and subject to the same provisions, limitations and conditions, one or
more temporary bonds, in denominations as provided or permitted under the
provisions of Section 2.02 hereof, or multiples thereof, substantially of the
tenor of the bonds to be issued as hereinbefore recited, with or without
coupons, or with one or more coupons, and with or without privilege of
registration, and with such omissions, insertions and variations as may be
appropriate. The Company shall, at its own expense, prepare, execute and deliver
to the Trustee, and thereupon, upon the presentation and surrender of temporary
<PAGE>   76
                                       56

bonds, the Trustee shall authenticate and deliver, in exchange therefor,
definitive bonds of the same series and maturity and for the same principal sum
in the aggregate as the temporary bonds surrendered. All temporary bonds so
surrendered shall be forthwith cancelled by the Trustee and delivered to or upon
the order of the Company. Until definitive bonds of any series are so delivered
to the Trustee, the temporary bonds shall be exchangeable for other temporary
bonds of the same series and maturity and of different denominations but of the
same principal amount in the aggregate if and to the extent that the Board of
Directors of the Company shall so determine. Until exchanged for definitive
bonds, the temporary bonds shall in all respects be entitled to the lien and
security of this Indenture, and interest not represented by coupons attached
thereto, when and as payable, shall be paid upon the presentation of such bonds
and endorsement of such payment shall be made thereon.

    SECTION 2.06. The Company shall keep, at such place or places as shall be
designated for the purpose, records for the registration and transfer of bonds
issued hereunder, which, at all reasonable times, shall be open for inspection
by the Trustee; and upon presentation for such purpose at any such place or
places, the Company will register or cause to be registered therein, and permit
to be transferred thereon, under such reasonable regulations as it may
prescribe, any bonds issued under this Indenture and entitled to registration or
transfer at such office. Upon the transfer of any fully registered bonds, the
Trustee shall authenticate and the Company shall issue in the name of the
transferee or transferees a new fully registered bond or new fully registered
bonds of the same series for a like principal amount. All fully registered bonds
so surrendered for transfer shall be cancelled by the Trustee. The Trustee is
hereby appointed the registrar of the Company for the purpose of registering,
transferring and exchanging the bonds issued hereunder until it shall receive
written notice to the contrary.

    The holder of any coupon bond entitled by its terms to be registered as to
principal may have the ownership thereof as to principal registered on said
records, and such registration shall be noted on the bond. After such
registration no transfer shall be valid unless made on said records by the
registered owner in person, or by an attorney duly authorized in writing, and
similarly noted on the bond; but the same may be discharged from registration by
being in like manner transferred to bearer, and thereupon transferability by
delivery shall be restored, and such bond may again from time to time be
registered or transferred to bearer as before. Such registration, however, shall
not affect the
<PAGE>   77
                                       57

negotiability of the coupons, and every such coupon shall continue to be
transferable by mere delivery, and shall remain payable to bearer, and payment
thereof to bearer shall fully discharge the Company in respect of the interest
therein mentioned, whether the bond be registered or not and whether or not such
coupons shall have matured.

    Whenever the registered owner of any registered bond without coupons shall
surrender the same to the Company for transfer, together with a written
instrument of transfer, in form approved by the Company, duly executed by such
registered owner or by an attorney duly authorized in writing, the Company shall
execute, and the Trustee shall authenticate, and it or the Company shall deliver
in exchange therefor, a new registered bond or bonds without coupons or, if such
bond is by its terms exchangeable for coupon bonds, a new coupon bond or bonds
of the same series and maturity and for the same aggregate principal amount. All
bonds so surrendered shall be forthwith cancelled and delivered to or upon the
order of the Company.

    Additional place or places for the registration and transfer of the bonds of
any particular series may, but need not, be appropriately recited in the bonds
of such series.

    In lieu of inspecting any records for the registration and transfer of
bonds, which shall not at the time be kept at the office of the Trustee, the
Trustees, subject to the provisions of Section 12.02 hereof, shall be entitled
to accept and rely upon a certificate of the agent or officer in charge thereof
as to the facts and matters therein appearing, including the names and addresses
of the holders of bonds registered therein and the amounts, numbers and series
of such bonds.

    SECTION 2.07. Subject to the provisions of Section 4.01 hereof, for any
exchange of bonds for bonds of another denomination, or of coupon bonds for
registered bonds without coupons, or of registered bonds without coupons for
coupon bonds, or for any transfer of registered bonds without coupons, or for
the registration as to principal of any coupon bond, or for the purpose of
discharging any bond from such registration as to principal, the Company at its
option may require the payment of a sum sufficient to reimburse it for any stamp
tax or other governmental charge incident thereto, and in addition thereto, of a
further sum, if any, provided as a term of such series of bonds for each bond
authenticated and delivered upon any such transfer or exchange, which sum shall
be paid by the party requesting such transfer or exchange as a condition
precedent to the exercise of the privilege of making such transfer
<PAGE>   78
                                       58

or exchange. Unless otherwise required in the certified resolutions or
supplemental indenture creating such series, the Company shall not be required
to make transfers or exchanges of bonds of any series selected for redemption or
during the period of fifteen days next preceding any interest payment date of
such series (unless such series has a record date for the payment of interest)
or next preceding any selection of bonds of said series to be redeemed, but may
do so at its option.

    SECTION 2.08. In case any bond shall be mutilated or destroyed or lost or
stolen, the Company, in its discretion, may issue, and thereupon the Trustee
shall authenticate and deliver, a new bond of like series and tenor, having
attached, in case of a coupon bond, the same corresponding coupons as the
mutilated, destroyed, stolen or lost bond, in exchange and substitution for and
upon surrender and cancellation of, the mutilated bond and its coupons, or in
lieu of and in substitution for the bond and its coupons so destroyed or lost or
stolen. The applicant for such substituted bond shall furnish to the Company and
the Trustee evidence satisfactory to each of them of the destruction or loss or
theft of such bond and its coupons so destroyed or lost or stolen, and indemnity
satisfactory to both of them in their discretion. The Company may require the
payment of a sum not exceeding two dollars (unless a different sum is specified
in certified resolutions or a supplemental indenture) for each new bond issued
under this Section 2.08, and of the expenses which may be incurred by the
Company and the Trustee in the premises.

    Any bond or coupon issued under the provisions of this Section 2.08, in lieu
of any bond or coupon 5 alleged to have been lost, stolen or destroyed, shall
constitute an original contractual obligation on the part of the Company,
whether or not the bond or coupon so alleged to have been lost, stolen or
destroyed be at any time enforceable by anyone, and shall be equally and
proportionately entitled to the benefits hereof with all other bonds or coupons
issued under this Indenture.

    All mutilated bonds and coupons surrendered to the Trustee pursuant to the
provisions of this Section 2.08 shall be cancelled by the Trustee and shall be
destroyed by the Trustee and a certificate evidencing the destruction hereof
shall be delivered to the Company.

    SECTION 2.09. The terms of Part I of the Twenty-ninth Supplemental Indenture
(relating to the Twenty-sixth Series of bonds) shall remain in effect so long as
any Bonds of Twenty-sixth Series remain outstanding.

<PAGE>   79
                                       59

                                  ARTICLE III.

                                 ISSUE OF BONDS.

    SECTION 3.01. GENERAL PROVISIONS. The aggregate principal amount of bonds
which may be executed by the Company and authenticated and delivered by the
Trustee and be secured by this Indenture and outstanding at any one time shall
not, in any event, exceed the amount at the time permitted by law, but
otherwise, except as hereinafter in this Article III provided, is not limited;
provided, however, that the aggregate principal amount of bonds which may be so
executed, authenticated and delivered hereunder may, at any time at the election
of the Company evidenced by an indenture supplemental hereto, be limited to such
definite aggregate principal amount as may be specified in such supplemental
indenture; and, subject to the provisions of Section 4.04 hereof and to the
provisions of Article XVI hereof, this Indenture shall be and constitute a
continuing lien to secure the full and final payment of the principal of and
interest (and premium, if any) on all bonds which may, from time to time, be
executed, authenticated and delivered hereunder. All bonds and coupons shall in
all respects, subject to the terms with respect to any purchase, sinking,
amortization, improvement or analogous fund for any particular series of bonds
as established by any certified resolutions or any indenture supplemental
hereto, be equally and ratably secured hereby without preference, priority or
distinction on account of the actual time or times of the issue or maturity of
the bonds and coupons, or any of them, so that all bonds and coupons at any time
outstanding hereunder shall, subject to the terms of any certified resolutions
or any indenture supplemental hereto, as aforesaid, have the same right, lien
and preference under and by virtue of this Indenture, and shall all be equally
secured hereby, with like effect as if they had all been executed, authenticated
and delivered simultaneously on the date hereof, whether they, or any of them,
shall actually be sold or disposed of at such date, or whether they, or any of
them, shall be sold or disposed of at some future date, or whether they, or any
of them, shall have been authorized to be issued under the provisions of Section
3.02 hereof, or may be authorized to be issued hereafter pursuant to other
provisions of this Indenture.

    SECTION 3.02. INITIAL SERIES. Bonds of the initial series were retired at or
before maturity in 1969.

    SECTION 3.03. ISSUE OF BONDS UPON THE BASIS OF PROPERTY ADDITIONS. From time
to time hereafter the Company may execute and deliver to
<PAGE>   80
                                       60

the Trustee, and the Trustee shall thereupon authenticate and deliver to or upon
the order of the Company, in addition to the bonds authorized to be issued
pursuant to other provisions of this Article III, additional bonds for an
aggregate principal amount equal to seventy per cent (70%) of the amount of net
property additions not theretofore bonded, subject, however, to the following
restrictions:

        A. The provisions of Section 5.10 hereof, if applicable, shall be
    complied with.

        B. If the property additions proposed to be made the basis for the
    authentication and delivery of bonds under the provisions of this Section
    3.03 are subject to any prior lien, then the amount of bonds otherwise
    issuable under the provisions of this Section 3.03 shall be reduced by an
    amount equal to the principal amount of the then outstanding prior lien
    bonds secured by such prior lien and not theretofore deducted in connection
    with applications under this Indenture for the authentication and delivery
    of bonds, the withdrawal of cash, the reduction of cash or the release of
    property.

        C. The Trustee shall authenticate and deliver such additional bonds only
    upon receipt by it of:

            1. A certified resolution authorizing the execution and requesting
        of the authentication and delivery of such additional bonds in the
        principal amount therein specified, designating the series of such bonds
        and the certified resolutions or indenture supplemental hereto creating
        such series, and naming the officer or officers of the Company to whom
        or upon whose order such bonds shall be delivered.

            2. An engineer's certificate stating, as of a date specified in such
        certificate (herein referred to as the effective date of such
        certificate) which shall be not more than ninety days prior to the date
        of filing of the application with the Trustee, in substance:

                a) That the Company has purchased, constructed or otherwise
            acquired, prior to the effective date of such certificate, certain
            property additions, which shall be described in the certificate in
            reasonable detail; that such property additions when acquired were
            property additions as defined in Article I hereof; the lesser of the
            cost or the fair value (in the opinion of the signers) of such
            property additions as have not theretofore been bonded (or, in
            respect of property additions utilized under any maintenance,
            replacement, improvement or analogous fund requirement of any
            certified resolution or any indenture supplemental hereto, dated
            after March 1, 1987 and requiring such
<PAGE>   81
                                       61

            statement in respect of property additions so utilized, the lesser
            of the cost or fair value, in the opinion of the signers, of such
            property additions as certified to the Trustee pursuant to any such
            requirement);

                b) the lesser of the cost or fair value (in the opinion of the
            signers) of all property retirements consisting of property
            additions theretofore bonded and the original cost of all other
            property retirements, determined as provided in the definition of
            property retirements (in each case not included in any engineer's
            certificate previously filed pursuant to this subdivision C.2. and
            made up to the effective date of such certificate), which property
            retirements shall be described in the certificate in reasonable
            detail; whether any property retirements made prior to the effective
            date of the next preceding engineer's certificate filed pursuant to
            this subdivision C.2., but not released prior to such effective date
            pursuant to Section 7.03 or Section 7.04 or Section 7.05 hereof,
            have been so released prior to the effective date of the engineer's
            certificate then being filed, and describing any such released
            property retirements in reasonable detail and stating the
            consideration therefor, if any, and the fair value thereof at the
            time of such release, or the proceeds thereof, as the case may be;

                c) the amount of net property additions as of the effective date
            of such certificate and how the same has been computed; and

                d) as regards such of the property additions described in the
            certificate as have not theretofore been bonded:

                    (1) Whether any portion of such property additions consists
                of easements or rights-of-way or rights, permits or licenses to
                use or appropriate water or to overflow the land of others, or
                permanent improvements, extensions or additions to or upon land
                covered by easements, rights-of-way or leases, or such rights,
                permits or licenses, and, if so, that such property additions
                meet the requirements of subdivision E. of the definition of
                property additions in Article I hereof; whether any portion of
                such property additions consists of permanent improvements,
                extensions or additions located or constructed on, over or under
                public highways, streets, alleys, bridges or other public
                property; and

                    (2) Whether any portion of such property additions consists
                of acquired plants or systems, and, if so, separately describing
                such property additions and separately stating the cost or the
                fair value (whichever is less) of such proper-
<PAGE>   82
                                       62

                ty additions, and also stating that such fair value was taken at
                the amount stated in the independent engineer's certificate
                provided for in subdivision C.3. of this Section 3.03.

        For the purpose of any certificate to be filed in accordance with the
    provisions of this subdivision 2., the signers of such certificate may, as
    to property additions and property retirements theretofore included in any
    engineer's certificate filed in accordance with the provisions of this
    subdivision 2., rely, subject to the provisions of Section 17.08 hereof,
    upon the facts and statements contained in any such engineer's certificate
    except with regard to fair value of property additions (other than those
    utilized under any maintenance, replacement, improvement or analogous fund
    requirement of any indenture supplemental hereto) not bonded prior to the
    date of the certificate being filed, and make by reference any or all such
    previous engineer's certificates a part of the certificate being filed.

            3. In case any property additions are shown by the engineer's
        certificate provided for in subdivision C.2. of this Section 3.03 to
        consist of acquired plants or systems, an independent engineer's
        certificate stating, in the opinion of the signer, the fair value of
        such property additions computed as provided in Article I hereof, and
        also stating whether in the determination of such fair value
        consideration has been given to going concern value to the Company, and
        if so the amount thereof shall be stated and the signer shall state that
        the amount so included is, in his opinion, reasonable and proper in
        respect of the particular property additions specified.

            4. In case any property additions are shown by the officers'
        certificate provided for in subdivision C.8. of this Section 3.03 to
        have been acquired or paid for in whole or in part through the issue or
        delivery of shares of stock or other securities, an appraiser's
        certificate, stating the fair value in cash of such shares of stock or
        other securities at the time of the issue or delivery thereof in payment
        for or for the acquisition of such property additions.

            5. An accountant's certificate (hereinafter sometimes referred to as
        an "earnings certificate") stating that the net earnings of the Company
        available for interest and for depreciation and/or property retirement
        reserves, for any specified twelve consecutive calendar months during
        the period of fifteen calendar months immediately preceding the first
        day of the calendar month in which the application for the
        authentication of additional bonds is made, have been in the aggregate
        equal to at least two and one-half times the amount of the aggregate
        annual stated interest charges, if any, on the following:

                a) all bonds outstanding hereunder (other than bonds held by the
            Trustee for the purpose of any sinking fund or analogous
<PAGE>   83
                                       63

            fund for the retirement of bonds for which provision may be made in
            any supplemental indenture, whether or not such supplemental
            indenture shall specify that the bonds held for the purpose of such
            fund are outstanding bonds) at the date of such certificate, except
            any bonds the payment of which the bonds applied for are to be
            issued; provided that, if any such series of outstanding bonds bears
            interest at varying rates, then the interest on such series of bonds
            shall be computed at the average annual rate in effect for such
            series during the period of twelve consecutive calendar months (or
            any portion thereof in which bonds of such series are outstanding)
            being used for the calculation of earnings; and if such outstanding
            bonds have been issued after the end of such twelve consecutive
            calendar months, then computed at the initial rate upon issuance;

                b) all bonds then applied for in pending applications, including
            the application in connection with which such certificate is made;
            computed at the initial rate upon issuance;

                c) all prior lien bonds which will be outstanding immediately
            after the authentication of the bonds then applied for in pending
            applications, including the application in connection with which
            such certificate is made; provided that, if any prior lien bonds
            bear interest at varying rates, then the interest on such prior lien
            bonds shall be computed at the average annual rate in effect for
            such prior lien bonds during the period of twelve consecutive
            calendar months (or any portion thereof in which such prior lien
            bonds are outstanding) being used for the calculation of earnings;
            and if such prior lien bonds have been issued after the end of such
            last month, then computed at the initial rate upon issuance; and

                d) the principal amount of all other indebtedness (except
            indebtedness owned by the Company and except indebtedness for the
            payment of which the bonds applied for are to be issued and
            indebtedness for the purchase, payment or redemption of which moneys
            in the necessary amount shall have been deposited with or be held by
            the Trustee or the trustee or other holder of a prior lien upon
            property subject to the lien of this Indenture with irrevocable
            direction so to apply the same; provided that, in the case of
            redemption, the notice required therefor shall have been given or
            have been provided for to the satisfaction of the Trustee),
            outstanding on the date of such certificate and secured by lien
            prior to the lien of this Indenture upon property subject to the
            lien of this Indenture, if said indebtedness has been assumed by the
            Company or if the Company customarily pays the interest upon the
            principal thereof.
<PAGE>   84
                                       64

        Such certificate shall also state that such net earnings have been
    calculated in accordance with the provisions of this subdivision 5., and
    shall specify (1) the operating revenues of the Company, which may include
    revenues collected by the Company subject to possible refund at a future
    date, (2) the net non-operating income of the Company, (3) the operating
    expenses of the Company and (4) the net earnings of the Company available
    for interest and for depreciation and/or property retirement reserves.

        For all purposes of this Indenture the net earnings of the Company
    available for interest and for depreciation and/or property retirement
    reserves shall be ascertained as follows: From the total of the operating
    revenues (including rentals) and net non-operating income of the Company
    (not including therein any gains or losses upon the sale of capital assets),
    there shall be deducted all operating expenses (excluding all appropriations
    for depreciation and/or property retirement reserves and for the
    amortization of fixed capital, whether tangible or intangible, all interest
    charges, all taxes which are levied upon or based upon income after
    deduction of interest charges or upon profits and all amortization of debt
    and/or preferred stock discount and/or expense, but including all rentals,
    insurance, expenditures for current maintenance and repairs, and taxes,
    except such taxes as are levied upon or based upon income after deduction of
    interest charges or upon profits) and the balance shall constitute net
    earnings of the Company available for interest and for depreciation and/or
    property retirement reserves; provided, however, that for the purpose of
    this Indenture (and said certificate shall in each instance so state) the
    sum of net non-operating income plus that portion of operating income which,
    in the opinion of the signers, is directly derived from the operations of
    property (other than paving, grading and other improvements to, under or
    upon public highways, bridges, parks or other public properties of analogous
    character) not subject to the lien of this Indenture at the date of such
    certificate shall be included in the computation of said net earnings only
    to the extent that such sum above shall not exceed fifteen per cent (15%) of
    such total net earnings.

        In case the Company shall have acquired any plant or system or shall
    have been consolidated or merged with any other corporation, or shall have
    acquired all or substantially all of the assets of another corporation,
    within or after the period for which the calculation of net earnings is made
    pursuant to the provisions of this subdivision 5., then in ascertaining such
    net earnings there shall be included, to the extent the same may not have
    been otherwise included, the net earnings or net losses of such acquired
    plant or system or of such other corporation, as the case may be, for the
    whole of such period subject to the limitation set forth in the preceding
    paragraph. Such net earnings for the period preceding such acquisition or
    such consolidation or merger shall be ascertained as in this subdivision 5.
    provided, as if such acquired plant or system or the assets of such other
<PAGE>   85
                                       65

    corporation, as the case may be, had been owned by the Company during the
    whole of such period or as if such other corporation had been consolidated
    or merged with the Company during the whole of such period.

        In case the twelve months' period for which the net earnings of the
    Company available for interest and for depreciation and/or property
    retirement reserves are to be stated as aforesaid is a period with respect
    to which an annual report is required to be filed by the Company pursuant to
    Section 5.17 hereof, and in case the aggregate principal amount of bonds
    authenticated and delivered since the commencement of the then current
    calendar year (other than those with respect to which an earnings
    certificate is not required or with respect to which an independent
    accountant's certificate has previously been furnished) is ten per cent
    (10%) or more of the bonds at the time outstanding hereunder, the
    certificate required by this subdivision 5. shall be an independent
    accountant's certificate instead of an accountant's certificate.

        Unless otherwise specifically provided with respect to a series of
    bonds, if interest on any bonds outstanding hereunder is payable solely in
    the coin or currency of a foreign nation, then the annual interest charges
    for such bonds shall be based upon the Federal noon buying rate (on a date
    within ten days prior to the date of the application for the authentication
    and delivery under this Indenture of bonds in connection with which such
    earning certificate is delivered) of such foreign coin or currency in The
    City of New York, New York (if no such noon buying rate is known to the
    signers of such certificate, then such other rate as they shall reasonably
    determine).

            6. Such instruments of conveyance, transfer and assignment, if any,
        as the opinion of counsel provided for in subdivision 7. below specifies
        as necessary for the purpose of effectually subjecting to the direct
        lien and operation of this Indenture, or of vesting in the Trustees to
        hold as a part of the mortgaged property, the property additions made
        the basis of the application.

            7. An opinion of counsel to the effect:

                a) That the Company has good title to any tracts or parcels of
            land constituting property additions mentioned and described in the
            engineer's certificate provided for in subdivision C.2. of this
            Section 3.03, and a valid right in or with respect to any easements
            or rights-of-way or any rights, permits or licenses to use or
            appropriate water or to overflow the lands of others, mentioned and
            described in said certificate, sufficient for the purposes for which
            the same were acquired; and if such property additions include any
            property located on any leasehold estate held by the Company as
            lessee, that the Company has the right
<PAGE>   86
                                       66

            to remove the same prior to or upon the termination of such
            leasehold, without compensation or other remuneration and free of
            any lien prior or equal to the lien of this Indenture or that such
            lease expires on a date not less than twenty-five years after the
            date of the application for the authentication and delivery of bonds
            then being made or on a date not earlier than the date of maturity
            of the latest maturing bonds outstanding at said date of
            application, including any bonds for the authentication and delivery
            of which such application is made; that the Company has a valid
            right in or with respect to any other property additions mentioned
            and described in said certificate sufficient for the purposes for
            which the same were acquired; and, if such property additions
            include any property additions located on, over or under any public
            highways, streets, alleys, bridges or other public property, that
            the Company has the lawful right (which may be for a term or
            indeterminate or revocable at the will of the public authority
            having jurisdiction over such public highways, streets, alleys,
            bridges or other public property) for such use; that, in each such
            case, the title or right of the Company is free and clear of any
            lien or encumbrance ranking prior to the lien of this Indenture,
            excepting the liens of prior liens (if any) specified in such
            opinion and permissible encumbrances; and that the nature and extent
            of the prior liens, if any, on such property additions, described in
            said officers' certificate, are correctly stated and if property
            additions made the basis of the application are located in the
            Dominion of Canada, that the applicable laws make the lien hereof on
            such property additions at least substantially as effective to
            secure the bonds then outstanding as the laws of the State of
            Michigan would make the lien hereof on comparable property additions
            if located in the State of Michigan;

                b) That the Company has corporate authority to own such property
            additions;

                c) That, since the date of the last previous opinion of counsel
            filed with the Trustee in the same regard pursuant to any of the
            provisions of this Section 3.03 or Sections 3.04, 3.05 or 3.06
            hereof (or, in the case of the first such opinion filed under any of
            said sections, since the date hereof), no property owned by the
            Company and theretofore bonded other than such property additions
            has become subject to any lien or encumbrance not existing thereon
            at such prior date, prior to the lien of this Indenture as security
            for the bonds for the authentication and delivery of which
            application is then being made, excepting permissible encumbrances;
<PAGE>   87
                                       67

                d) That the issue of bonds, the authentication and delivery of
            which have been applied for, has been duly authorized by all
            governmental authorities the consent of which is requisite to the
            legal issue of such bonds (specifying such authorities and the
            manner in which their consents are evidenced), or that no such
            consent is required; that the Company is duly authorized and
            entitled to issue such bonds in accordance with the provisions of
            this Indenture and the applicable laws of the State of Michigan and
            the applicable laws of any other jurisdiction; that upon the issue
            of such bonds and receipt by the Company of the consideration to be
            paid therefor, such bonds will be the valid and binding obligations
            of the Company and the amount of bonds then outstanding under this
            Indenture will not exceed the amount at the time permitted by law;
            and that all conditions precedent provided for in this Indenture
            relating to the authentication and delivery of the additional bonds
            applied for have been complied with; and

                e) That for the purpose of effectually subjecting to the direct
            lien and operation of this Indenture, or of vesting in the Trustees
            to hold as a part of the mortgaged property, the property additions
            made the basis of the application either (1) certain instruments of
            conveyance, transfer or assignment (specifying them) are necessary,
            and, if so, that the instruments delivered to the Trustee pursuant
            to subdivision 6. above are sufficient for that purpose, or (2) no
            instruments of conveyance, transfer, or assignment are necessary.

            8. An officers' certificate stating in substance:

                a) That, since the effective date of the engineer's certificate
            filed pursuant to subdivision C-2. of this Section 3.03, the Company
            has not made any extraordinary property retirements of bonded
            property and that no extraordinary property retirements of bonded
            property are immediately contemplated by the Company which would
            cause the aggregate fair value of the bonded property to be less
            than 10/7ths of the aggregate outstanding principal amount of the
            bonds including the bonds then being applied for;

                b) That the property additions specified in the accompanying
            engineer's certificate are desirable in the proper conduct of the
            business of the Company and that no portion of such property
            additions has been theretofore bonded;

                c) Whether any portion of the property additions specified in
            the accompanying engineer's certificate has been acquired or
<PAGE>   88
                                       68

            paid for in whole or in part through the issue or delivery of shares
            of stock or other securities, and, if so, describing the shares of
            stock or other securities so issued or delivered and stating that,
            for the purpose of determining the cost of the property additions so
            acquired or paid for such shares of stock or other securities were
            taken at their fair value in cash as stated in the appraiser's
            certificate provided for in subdivision C.4. of this Section 3.03;

                d) As to any portion of the property additions specified in the
            accompanying engineer's certificate (or any of the property
            retirements referred to in the certificate) that consists of
            property stated in the accompanying opinion of counsel to be subject
            to a prior lien; such property additions or property retirements
            shall be separately described and the cost or the fair value
            (whichever is less) of such property additions and the original
            cost, or the cost or fair value (whichever is less) as certified to
            the Trustee at the time of bonding thereof, as the case may be, of
            such property retirements shall be separately stated and it shall
            also be stated whether or not such prior lien has theretofore been
            included in the cost of other property additions which have been
            bonded;

                e) If any portion of such property additions specified in the
            accompanying engineer's certificate is at the time subject to a
            prior lien, (1) the total principal amount of all outstanding prior
            lien bonds secured thereby, and (2) whether or not any deduction in
            respect of any such prior lien bonds has theretofore been made in
            connection with any application for the authentication and delivery
            of bonds, or for the withdrawal of cash, or for the reduction of
            cash, or for the release of property, under this Indenture, and, if
            so, stating the principal amount of the prior lien bonds with
            respect to which such deduction has been made;

                f) That such allowances or charges for interest, taxes,
            engineering, legal expenses, superintendence, insurance, casualties
            and other items during construction and intangibles as are included
            in the cost of any property additions constructed by or for the
            Company and described in the accompanying engineer's certificate
            are, in the opinion of the signers, proper in respect of said
            property additions and are not in violation of any applicable
            accounting rules, regulations or orders of any public body or
            authority exercising supervisory authority over the accounts of the
            Company; and

                g) That the Company is not and, upon the granting of the
            application then being made, will not be in default under the
<PAGE>   89
                              69

            covenant contained in Section 5.10 hereof, or, to the knowledge of
            the signers, under any other terms or covenants of this Indenture;
            and that all conditions precedent provided for in this Indenture
            relating to the authentication and delivery of the additional bonds
            applied for have been complied with.

            9. Documents evidencing the authorization by all governmental
        authorities, the consents of which are requisite to the legal issue of
        such bonds in accordance with the opinion of counsel required to be
        filed pursuant to the provisions of subdivision C.7.d) of this Section
        3.03.

    SECTION 3.04. ISSUE OF BONDS UPON THE BASIS OF PRIOR LIEN BONDS.

    A. At any time after the amount of any outstanding prior lien bonds shall
have been deducted in connection with any application for the authentication and
delivery of bonds, or for the withdrawal of cash, or for the reduction of cash,
or for the release of property, under any of the provisions of this Indenture,
the Company may, in addition to the bonds authorized to be issued under the
other provisions of this Article III, execute and deliver to the Trustee, and
the Trustee shall thereupon authenticate and deliver to or upon the order of the
Company, additional bonds for an aggregate principal amount equal to the
aggregate principal amount of such prior lien bonds, deducted as aforesaid,
which subsequent to such deduction shall have been deposited with the Trustee or
paid or reduced or ascertained by a final judicial determination to be invalid,
and in no case theretofore bonded, but only upon receipt by the Trustee of:

        1. A certified resolution setting forth the same matters as are required
    to be stated pursuant to the provisions of subdivision C. 1. of Section 3.03
    hereof.

        2. Either:

            a) prior lien bonds made the basis of the application and then or
        theretofore delivered to the Trustee, either uncancelled and pledged
        under this Indenture pursuant to the provisions of Section 5.09 hereof,
        to be held and dealt with by the Trustee in the manner and subject to
        the provisions of Article VI hereof, or cancelled at maturity or under
        the redemption or other provisions of the instrument evidencing the
        mortgage or other lien securing the same or otherwise, or

            b) an officers' certificate, accompanied by a concurring opinion of
        counsel, to the effect that specified prior lien bonds made the basis of
        the application have been paid or reduced or ascertained by final
<PAGE>   90
                                       70

        judicial determination to be in whole or in part invalid, or constitute
        redeemed prior lien bonds, and specifying the amount of payment or
        reduction or the extent of invalidity or the amount of bonds redeemed,
        as the case may be.

        3. An officers' certificate stating in substance:

            a) That the prior lien bonds made the basis for the application have
        theretofore been deducted in connection with applications under this
        Indenture for the authentication and delivery of bonds, the withdrawal
        of cash, the reduction of cash or the release of property;

            b) That no part of the prior lien bonds made the basis for the
        application has theretofore been bonded;

            c) That the Company is not and, upon the granting of the application
        then being made, will not be in default in the performance of any of the
        terms or covenants of Sections 5.09 and 5.10 hereof; and

            d) That the Company is not, to the knowledge of the signers, in
        default in the performance of any of the other terms or covenants of
        this Indenture; and that all conditions precedent provided for in this
        Indenture relating to the authentication and delivery of the additional
        bonds applied for have been complied with.

        4. An opinion of counsel to the effect:

            a) That such uncancelled prior lien bonds as shall have been
        deposited with the Trustee pursuant to this Section 3.04 have been
        legally and validly pledged under this Indenture;

            b) that the issue of bonds, the authentication and delivery of which
        have been applied for, has been duly authorized by all governmental
        authorities, the consent of which is requisite to the legal issue of
        such bonds (specifying such authorities and the manner in which their
        consents are evidenced), or that no such consent is required, that the
        Company is duly authorized and entitled to issue such bonds in
        accordance with the provisions of this Indenture and the applicable laws
        of the State of Michigan, and the applicable laws of any other
        jurisdiction, that upon the issue of such bonds and receipt by the
        Company of the consideration to be paid therefor, such bonds will be the
        valid and binding obligations of the Company, that the amount of bonds
        then outstanding under this Indenture will not exceed the amount at the
        time permitted by law, and that all conditions precedent provided for in
        this Indenture relating to the authentication and delivery of the
        additional bonds applied for have been complied with; and
<PAGE>   91
                                       71

            c) That, since the date of the last previous opinion of counsel
        filed with the Trustee in the same regard pursuant to any of the
        provisions of this Section 3.04 or Sections 3.03, 3.05 or 3.06 hereof
        (or, in the case of the first such opinion filed under any of said
        sections, since the date hereof), no property owned by the Company and
        theretofore bonded has become subject to any lien or encumbrance not
        existing thereon at such prior date, prior to the lien of this Indenture
        as security for the bonds for the authentication and delivery of which
        application is then being made, excepting permissible encumbrances.

        5. An accountant's certificate or independent accountant's certificate,
    as the case may be, as to the same matters as would be required to be stated
    pursuant to the provisions of subdivision C.5. of Section 3.03 hereof, if,
    and only to the extent that, such certificate would be required if the prior
    lien bonds made the basis of the application were bonds and such certificate
    would be required to be delivered pursuant to the provisions of Section 3.06
    hereof*

        6. Documents evidencing the authorization by all governmental
    authorities, the consents of which are requisite to the legal issue of such
    bonds, in accordance with the opinion of counsel required to be filed
    pursuant to the provisions of subdivision A.4.b) of this Section 3.04.

    B. Redeemed prior lien bonds shall be deemed to have been paid and cancelled
within the meaning of this Section 3.04.

    C. Whenever the mortgage or other instrument securing any prior lien bonds
shall have been cancelled or shall have been discharged of record, additional
bonds for an aggregate principal amount equal to the total principal amount of
prior lien bonds secured by such prior lien theretofore deducted in connection
with applications for the authentication and delivery of bonds, or for the
withdrawal of cash, or for the reduction of cash, or for the release of
property, under any of the provisions of this Indenture, less the sum of 1. the
total principal amount of such prior lien bonds theretofore bonded, and 2. the
total principal amount of such prior lien bonds which the Company has agreed
will not be bonded as provided in Section 5.09 hereof, shall be authenticated by
the Trustee and delivered to or upon the order of the Company, but only upon
receipt by the Trustee of:

        a) A certified resolution, officers' certificate, accountant's
    certificate or independent accountant's certificate, opinion of counsel, and
    documents, all in form as prescribed in subdivisions A.l., 3.c), d), 4., 5.,
    and 6. of this Section 3.04;
<PAGE>   92
                                       72

        b) An officers' certificate stating:

            (1) The total principal amount of prior lien bonds secured by such
        prior lien theretofore deducted in connection with applications under
        this Indenture for the authentication and delivery of bonds, the
        withdrawal of cash, the reduction of cash or the release of property;

            (2) The total principal amount of prior lien bonds secured by such
        prior lien theretofore bonded; and

            (3) The total principal amount of prior lien bonds, if any, secured
        by such prior lien which the Company has agreed will not be bonded as
        provided in Section 5.09 hereof; and

        (c) An opinion of counsel to the effect that such prior lien has been
    cancelled and discharged of record.

    SECTION 3.05. ISSUE OF BONDS UPON DEPOSIT OF CASH WITH TRUSTEE. From time to
time hereafter the Company, in addition to the bonds authorized to be issued
pursuant to other provisions of this Article III, may execute and deliver to the
Trustee, and the Trustee shall thereupon authenticate and deliver to or upon the
order of the Company, additional bonds for an aggregate principal amount equal
to the amount of cash which shall hereafter be deposited with the Trustee
hereunder as a basis therefor, but only upon receipt by the Trustee of:

        A. A certified resolution setting forth the same matters as are required
    to be stated pursuant to the provisions of subdivision C.1. of Section 3.03
    hereof;

        B. An officers' certificate stating that the Company is not, to the
    knowledge of the signers, in default in the performance of any of the terms
    or covenants of this Indenture, and that all conditions precedent provided
    for in this Indenture relating to the authentication and delivery of the
    additional bonds applied for have been complied with;

        C. An accountant's certificate or independent accountant's certificate,
    as the case may be, as to the same matters as are required to be stated
    pursuant to the provisions of subdivision C.5. of Section 3.03 hereof;

        D. Cash in amount equal to the aggregate principal amount of the
    additional bonds applied for;

        E. An opinion of counsel to the same effect as required by the
    provisions of paragraphs 4.b) and 4.c) of subdivision A. of Section 3.04
    hereof; and
<PAGE>   93
                                       73

        F. Documents evidencing the authorization by all governmental
    authorities, the consents of which are requisite to the legal issue of such
    bonds, in accordance with the opinion of counsel required to be filed
    pursuant to the provisions of subdivision E. of this Section 3.05.

    Such cash shall be received and applied by the Trustee as a part of the
trust estate. If within a period of five years after it is deposited any cash so
deposited under the provisions of this Section 3.05 shall not have been
withdrawn by the Company pursuant to the provisions of Article VIII hereof, such
cash shall be applied forthwith by the Trustee, in the manner and upon the terms
and conditions provided in Section 8.02 hereof, to the purchase or redemption of
prior lien bonds or bonds as specified in an officers' certificate delivered by
the Company to the Trustee in accordance with the provisions of said Section
8.02, or, in case of the failure of the Company to deliver such officers'
certificate and in case such cash exceeds Fifty Thousand Dollars ($50,000), to
the purchase or redemption of bonds then outstanding with the highest rate of
interest payable at the time and which are redeemable in the case of redemption;
provided, however, that the Trustee shall not apply to the purchase of any bonds
or prior lien bonds an amount exceeding the applicable redemption price thereof
prevailing at the time (if redeemable) and accrued interest, or, if not
redeemable, an amount exceeding the principal amount thereof and accrued
interest.

    SECTION 3.06. ISSUE OF BONDS UPON RETIREMENT OF BONDS PREVIOUSLY OUTSTANDING
HEREUNDER. From time to time hereafter the Company, in substitution for any
bonds theretofore authenticated and delivered under any of the provisions of
this Indenture and then or theretofore surrendered for conversion (if
convertible) except into other bonds, or paid at maturity or upon redemption or
purchased or otherwise surrendered to the Trustee, as the case may be, and
cancelled, and in no such case theretofore bonded or theretofore made the basis
for the issue of bonds of one denomination for bonds of another denomination of
the same series in exchange therefor, or for the issue of coupon bonds in
exchange for registered bonds without coupons, or for the issue of registered
bonds without coupons in exchange for coupon bonds or upon the transfer of
registered bonds without coupons, or for the issue of bonds in substitution for
bonds mutilated, destroyed, lost or stolen, pursuant to the terms hereof or of
any certified resolutions or any indenture supplemental hereto, may execute and
deliver to the Trustee, and the Trustee shall thereupon authenticate and deliver
to or upon the order of the Company, additional bonds for an aggregate principal
amount equal to that of the bonds
<PAGE>   94
                                       74

in substitution for which such additional bonds are executed and delivered, but
only upon receipt by the Trustee of:

        A. A certified resolution authorizing the execution, and requesting the
    authentication and delivery, of such additional bonds in the principal
    amount therein specified, designating the series of such bonds and the
    certified resolution or the indenture supplemental hereto creating such
    series, specifying the series and the aggregate principal amount of the
    bonds in substitution for which additional bonds are to be authenticated and
    delivered, and naming the officer or officers of the Company to whom or upon
    whose order such additional bonds shall be delivered;

        B. An officers' certificate stating in substance that the Company is
    not, to the knowledge of the signers, in default in the performance of any
    of the terms or covenants of this Indenture, and that all conditions
    precedent provided for in this Indenture relating to the authentication and
    delivery of the additional bonds applied for have been complied with;

        C. An opinion of counsel to the same effect as required by the
    provisions of paragraphs 4.b) and 4.c) of subdivision A. of Section 3.04
    hereof;

        D. An accountant's certificate or an independent accountant's
    certificate, as the case may be, as to the same matters as are required to
    be stated pursuant to the provisions of subdivision C.5. of Section 3.03
    hereof, but only if 1. such additional bonds bear interest at a higher rate
    per annum than the bonds in substitution for which such additional bonds are
    to be authenticated and delivered, provided that no such certificate need be
    filed when the Trustee is requested to authenticate and deliver additional
    bonds pursuant to the provisions of this Section 3.06 in substitution for
    bonds theretofore authenticated and delivered hereunder and which have been
    paid at maturity or redeemed or purchased by the Company within two years
    prior to the date of their maturity, or 2. additional bonds shall have been
    authenticated and delivered and an earnings certificate filed with the
    Trustee as a basis therefor pursuant to any provision of this Article III
    between the date of the cancellation of bonds in substitution for which
    additional bonds are applied for under this Section 3.06 and the date such
    additional bonds are so applied for;

        E. An officers' certificate stating in substance that no part of the
    bonds in substitution for which additional bonds are to be authenticated and
    delivered has theretofore been bonded or made the basis for the issue of
    bonds of one denomination for bonds of another denomination of the same
    series in exchange therefor, or for the issue of coupon bonds in exchange
    for registered bonds without coupons, or for the issue of registered bonds
    without coupons in exchange for coupon bonds or upon the transfer of
    registered bonds without coupons, or for the issue of bonds in
<PAGE>   95
                                       75

    substitution for bonds mutilated, destroyed, lost or stolen, pursuant to the
    terms of this Indenture or of any indenture supplemental hereto; and

        F. Documents evidencing authorization by all governmental authorities,
    the consents of which are requisite to the legal issue of such bonds, in
    accordance with the opinion of counsel required to be filed pursuant to the
    provisions of subdivision C. of this Section 3.06.

     Redeemed bonds shall be deemed to have been paid and cancelled within the
meaning of this Section 3.06.

                                   ARTICLE IV.

                              REDEMPTION OF BONDS.

    SECTION 4.01. Unless otherwise provided as to a particular series of bonds,
in case the Company shall desire to exercise the right to redeem all or any part
of the bonds of a particular series, in accordance with the right reserved so to
do, it shall give notice to the effect that the Company has elected to redeem
all the bonds of such series or a part thereof, as the case may be, on a date
therein designated, specifying in case of partial redemption the distinctive
numbers and series of the bonds to be redeemed, and in every case stating that
on said date there will become and be due and payable upon each bond so to be
redeemed, at the principal office of the Trustee if such bonds are payable there
and/or at the office or agency of the Company in the Borough of Manhattan, The
City of New York, New York, and/or at the office or agency of the Company in
such other city or cities (if any) at which the principal of the bonds to be
redeemed is payable, as may be provided in the bonds to be redeemed and/or the
certified resolutions or the supplemental indenture creating such bonds, the
redemption price thereof (or portion thereof in the case of the partial
redemption of a registered bond without coupons) as specified in such bond,
together with the accrued interest to such date, and that on and after such date
interest thereon shall cease to accrue unless the redemption is not mandatory
and the notice shall state that such notice is subject to the receipt of the
redemption moneys by the Trustee on or before the date fixed for redemption and
in such case such notice shall be of no effect unless such moneys are so
received before such date. The redemption price may be expressed either in terms
of a percentage of the principal amount of a bond or in terms of the principal
amount thereof plus a designated premium, if any, thereon or as otherwise
provided as to a particular series of bonds.
<PAGE>   96
                                       76

    Such notice shall be given in such manner, at such times and in such places
as shall be specified in the certified resolutions or supplemental indenture
creating the bonds of such series.

    In case the Company shall have elected to redeem less than all the
outstanding bonds of any series it shall, in each such instance, at least ten
days, unless the Trustee shall accept a shorter period, before the date upon
which the first publication or mailing of the notice of redemption hereinbefore
mentioned is to be made, notify the Trustee in writing of such election and of
the aggregate principal amount of bonds of such series to be redeemed, and
thereupon the Trustee shall select by such method as the Trustee shall deem fair
and appropriate, subject to the provisions of the certified resolutions or
supplemental indenture creating such bonds, the bonds to be redeemed, and shall
within five days, unless the Company shall accept a longer period, after
receiving the notice aforesaid notify the Company in writing of the numbers of
the bonds so drawn. In any selection by lot each registered bond without coupons
may be represented by a separate number for each amount of the lowest authorized
denomination of its principal amount.

    In the event that under the terms of any certified resolutions or
supplemental indenture creating a series of bonds the Company or the Trustee
shall be required to redeem less than all of the outstanding bonds of any series
for any sinking fund or similar fund, the particular bonds to be redeemed shall
be determined by the Trustee, which shall select such bonds by such method as
the Trustee shall deem fair and appropriate, as in the case of redemption of
bonds at the option of the Company unless the certified resolutions or
supplemental indenture otherwise provides.

    If on or before the redemption date specified in the notice above provided
for, the Company shall deposit with the Trustee an amount of cash sufficient to
effect the redemption of the bonds specified in such notice or direct the
Trustee to set aside and apply to such purpose moneys then held by the Trustee
hereunder which by the terms hereof are available for such purpose, then on and
after the date of redemption designated in such notice (such deposit having been
made, or moneys set aside, as aforesaid and being then available for such
purpose to the extent not theretofore used therefor) no further interest shall
accrue upon any of the bonds so to be redeemed (or, in the case of registered
bonds without coupons, only a portion of the principal amount of which is to be
redeemed, on such portion thereof); and anything in such bonds, or in the
<PAGE>   97
                                       77

coupons or in this Indenture to the contrary notwithstanding, any coupons for
interest pertaining to any such bonds and maturing after such date shall become
and be null and void.

    All moneys deposited by the Company with the Trustee or set aside by the
Trustee, as aforesaid, for the redemption of bonds, shall be held in trust for
the account of the holders of the bonds to be redeemed.

    Notice of redemption having been given as provided in the certified
resolutions or supplemental indenture creating the bonds of the series to be
redeemed and the redemption moneys having been received by the Trustee on or
before the date fixed for redemption, the bonds so called, or the specified
portions thereof, shall, on the date designated in such notice, become due and
payable at the place or places of redemption specified in said certified
resolutions or supplemental indenture and/or in said bonds, at their respective
redemption prices payable on such date; and, upon the presentation and surrender
thereof, with (in the case of coupon bonds) all interest coupons maturing
subsequent to the redemption date, and (in the case of registered bonds or of
coupon bonds which shall at the time be registered as to principal) accompanied,
if the Company or the Trustee shall so require, by duly executed assignments or
transfer powers, such bonds, or the specified portions thereof, shall be paid
and redeemed out of the funds so deposited with, or set aside by, the Trustee,
at their respective redemption prices then payable. If less than the whole
principal amount of a registered bond without coupons shall be called for
redemption and the redemption moneys so received by the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver, without charge, to
the holder thereof, at his option either coupon bonds or registered bonds
without coupons (but only of authorized denominations) for the unredeemed
balance of the principal amount of the registered bond without coupons
surrendered. However, in lieu of authenticating and delivering bonds for the
unredeemed portion of the principal amount of any registered bond surrendered
for partial redemption, the Trustee may make a notation thereon of the payment
of the portion thereof called for partial redemption.

    SECTION 4.02. The Company shall be entitled from time to time to surrender
to the Trustee for cancellation any bonds held by it.

    SECTION 4.03. All bonds redeemed at an office or agency of the Company and
all matured coupons thereto appertaining shall be delivered by the Com-
<PAGE>   98
                                       78

pany to the Trustee for cancellation. All bonds and coupons redeemed or
surrendered for cancellation under this Article IV shall be cancelled by the
Trustee and shall be delivered to or upon the written order of the Company.

    SECTION 4.04. Bonds and coupons for the payment or redemption of which
moneys in sufficient amount to pay the principal, premium, if any, and accrued
interest to date of maturity or redemption date, as the case may be, shall have
been deposited with or set apart by the Trustee in trust for such purpose
(whether upon or prior to the maturity or the redemption date of such bonds and
whether such bonds are to be redeemed at the option of the Company or through
any sinking fund or similar fund provided for in any certified resolutions or
supplemental indenture) shall no longer be secured by, or be entitled to any
lien or benefit of, this Indenture, nor shall the holders thereof have any
further rights hereunder whatsoever, but shall have only the right to receive on
the redemption or maturity date, and against surrender of their bonds (and
coupons, if any) the principal thereof and premium, if any, and accrued interest
thereon; provided, however, that if such bonds are to be redeemed prior to
maturity thereof notice of such redemption shall have been given in such manner,
at such times and in such place or places as shall be specified in the certified
resolutions or supplemental indenture creating such bonds, or the Trustee shall
have been irrevocably authorized by the Company to give or complete such notice.

    SECTION 4.05. Unless otherwise provided as to a particular series of bonds,
notice of intention to redeem to the registered owner of any bond registered as
to principal and interest or as to principal only which is to be redeemed in
whole or part shall be mailed by or on behalf of the Company, not less than
thirty days before the date fixed for redemption, to him at his last address
appearing upon the registry records.

    SECTION 4.06. Failure duly to give such notice by publication and/or by
mailing to the owner or holder of any bond designated for redemption in whole or
part shall not affect the validity of the proceedings for the redemption of any
other bond.

    SECTION 4.07. Unless otherwise provided in the certified resolutions or the
supplemental indenture creating the particular series of bonds, if at the time
of publication or mailing of any notice of redemption the Company shall not have
deposited with the Trustee and/or irrevocably directed the Trustee to
<PAGE>   99
                                       79

apply, from moneys held by it available to be used for the redemption of bonds,
an amount in cash sufficient to redeem all of the bonds called for redemption,
including accrued interest to such date fixed for redemption, such notice may
state that it is subject to the receipt of the redemption moneys by the Trustee
on or before the date fixed for redemption (unless such redemption is mandatory)
and such notice shall be of no effect unless such moneys are so received on or
before such date.

                                   ARTICLE V.

                                   COVENANTS.

    SECTION 5.01. The Company covenants and agrees that it will promptly pay or
cause to be paid the interest on, and principal of, and premium, if any, with
respect to all bonds issued hereunder at the dates and places and in the manner
and upon the terms specified in the bonds and the coupons thereto annexed, or in
the certified resolutions or supplemental indenture under which such bonds are
issued, according to the true intent and meaning thereof. The Company covenants
that as coupons are paid they shall be cancelled and that coupons shall not be
kept alive by the Company after maturity by purchase or extension or otherwise.

    SECTION 5.02. The Company covenants and agrees that at all times, until the
payment of the principal of and interest on all bonds issued hereunder, it will
maintain an office or agency in the Borough of Manhattan, The City of New York,
New York, where notices, requests and demands in respect of the bonds and
coupons or under this Indenture may be served, and will, in writing, notify the
Trustee of such office or agency. If no other office or agency is thus
designated by the Company such notices, requests and demands may be served at
the principal office of the Trustee.

    SECTION 5.03. The Company covenants and agrees that on the date hereof it is
lawfully seized and possessed of the trust estate, free and clear of liens or
encumbrances, except as set forth in the granting and habendum clauses hereof,
and excepting permissible encumbrances; that it has a good right and lawful
authority to mortgage and pledge the trust estate as provided in this Indenture;
provided, however, that nothing contained in this Indenture shall prevent the
Company from hereafter acquiring any property subject to existing mortgages or
other encumbrances thereon, including purchase money mort-
<PAGE>   100
                                       80

gages or liens created by the Company at the time of acquiring such property,
and holding the same subject to such mortgages or other encumbrances.

    SECTION 5.04. The Company covenants and agrees that it will hereafter, from
time to time, whenever reasonably requested by the Trustees, make, do, execute,
acknowledge and deliver, or cause to be made, done, executed, acknowledged and
delivered, any and all such further and other acts, deeds, conveyances,
transfers and assurances as may be necessary or proper for the better assuring
and confirming unto the Trustees all or any part of the trust estate, whether
now or hereafter owned or acquired by the Company, or to facilitate the
execution of this trust or to secure the rights and remedies of the holders of
the bonds issued hereunder.

    SECTION 5.05. The Company covenants and agrees that it will cause this
Indenture and any and all supplemental indentures and instruments of further
assurance including all financing statements and continuation statements at all
times to be kept, recorded and filed in such manner and in such places as may in
the opinion of counsel be required by law in order to fully preserve and protect
the rights of the bondholders and the Trustees hereunder, and that it will
furnish to the Trustee:

            A. promptly after the execution and delivery of this Indenture and
        of each supplemental indenture, an opinion of counsel stating that in
        the opinion of such counsel this Indenture or such supplemental
        indenture or notice in respect thereof has been properly recorded and
        filed so as to make effective the lien intended to be created thereby,
        and reciting the details of such action, or stating that in the opinion
        of such counsel no such action is necessary to make such lien effective.
        It shall be a compliance with this subdivision A. if 1. the opinion of
        counsel herein required to be delivered to the Trustee shall state that
        this Indenture or such supplemental indenture or notice in respect
        thereof has been received for record or filing in each jurisdiction in
        which it is required to be recorded or filed and that, in the opinion of
        counsel (if such is the case), such receipt for record or filing makes
        effective the lien intended to be created by this Indenture or such
        supplemental indenture, and 2. such opinion is delivered to the Trustee
        within such time, following the date of the execution and delivery of
        this Indenture or such supplemental indenture, as shall be practicable
        having due regard to the number and distance of the jurisdictions in
        which this Indenture or such supplemental indenture or notice is
        required to be recorded or filed; and

            B. on or before March 1 of each year, beginning with the year 1945,
        an opinion of counsel either stating that in the opinion of such counsel
        such
<PAGE>   101
                                       81

        action has been taken with respect to the recording, filing,
        re-recording and re-filing of this Indenture and each notice with
        respect thereto and of each supplemental indenture as is necessary to
        maintain the lien thereof, and reciting the details of such action, or
        stating that in the opinion of such counsel no such action is necessary
        to maintain such lien.

    SECTION 5.06. The Company covenants and agrees that, except as in this
Indenture otherwise permitted, at its own cost and expense, it will do or cause
to be done all things on its part to be done necessary to preserve, extend and
renew its corporate existence and will use its best efforts to preserve all
rights, franchises and privileges necessary to the conduct of its business to it
granted and on it conferred by law or otherwise in accordance with their terms,
and will comply with the laws of any state wherein the Company may conduct its
business and the laws of the United States of America.

    SECTION 5.07. Except as Article VI hereof otherwise provides or except if
the Company shall deliver an officers' certificate to the Trustee to the effect
that such performance is not necessary for the protection of the lien hereof,
the Company covenants and agrees that it will use its best efforts to perform or
cause to be performed all the terms, covenants and conditions to be performed by
the mortgagor under any prior lien; provided that nothing contained herein shall
be construed to prevent the extension or renewal of any prior lien or any
indebtedness secured thereby, including the principal of any outstanding prior
lien bonds.

    SECTION 5.08. The Company covenants and agrees that it will not issue or
permit to be issued or outstanding any prior lien bonds secured by any prior
lien in addition to the prior lien bonds secured by such prior lien deducted in
connection with applications for the authentication and delivery of bonds, or
for the withdrawal of cash, or for the reduction of cash, or for the release of
property under this Indenture (in each case except prior lien bonds issued in
lieu of lost, stolen, destroyed or mutilated bonds or in exchange for bonds of
the same issue and series already outstanding), unless such additional prior
lien bonds are forthwith deposited with the Trustee to be held subject to the
provisions of Article VI hereof; provided that nothing contained herein shall be
construed to prevent the Company from issuing new or additional bonds under any
mortgage or other lien prior to the lien of this Indenture, which is permitted
by Section 5.11 hereof and which does not constitute a prior lien as defined in
Article I hereof, or to require such new or additional bonds to be deposited
with the Trustee.
<PAGE>   102


                                       82

      SECTION 5.09. A. The Company covenants and agrees that it will forthwith
pledge and deposit with the Trustee, uncancelled, all prior lien bonds which may
hereafter be acquired uncancelled by the Company, whether or not such prior lien
bonds have theretofore become due and payable, unless the Company shall,
pursuant to the terms of a prior lien, cancel such prior lien bonds or deliver
or pledge them with the trustee or other holder of any prior lien. All such
prior lien bonds deposited with the Trustee shall be received and held by the
Trustee, as further security for the bonds issued hereunder, in the manner
provided in Article VI hereof; provided, however, that any such prior lien bonds
so deposited and pledged with the Trustee may, if not theretofore bonded, be
made the basis, then or from time to time thereafter, for the authentication
and delivery of bonds, the withdrawal or reduction of cash or the release of
property to the extent, in the manner and subject to the conditions in this
Indenture provided.

      B. The Company covenants and agrees that, upon the satisfaction of any
prior lien, all prior lien bonds secured by other prior liens, which are
then held by the trustee or other holder of such satisfied prior lien, shall be
cancelled or shall be delivered to the Trustee to be held subject to the
provisions of Article VI hereof or to the trustee or other holder of the
mortgage or other lien, securing such prior lien bonds or securing other prior
lien bonds, to be cancelled or to be held in pledge or for the purpose of any
sinking fund or analogous fund for the retirement of bonds for which provision
may have been made in the instrument evidencing such mortgage or other lien; and
that the Company will not obtain or apply for the authentication and delivery of
any bonds under the provisions of Section 3.04 hereof, or the withdrawal of cash
or the reduction of cash or the release of property under any provision of this
Indenture, upon the basis of any prior lien bonds so cancelled or deposited with
the Trustee pursuant to the provisions of this subdivision B.

      C. The Company further covenants and agrees that all prior lien bonds,
proceeds of property, considerations for property taken by the exercise of a
power of eminent domain or purchased by a municipality in the exercise of any
right, considerations for property released, proceeds of insurance, and moneys,
in lieu of which, in each case, the Trustee shall have received a certificate
that the same have been deposited with the trustee or other holder of a prior
lien in pursuance of any provision of this Indenture, and which in each case are
held by the trustee or other holder of a prior lien, at the time of the
satisfaction of such prior lien, shall thereupon be paid or delivered to the
<PAGE>   103


                                       83


Trustee (to be held subject to the provisions of this Indenture as though origi-
nally received by the Trustee) or to the trustee or other holder of a prior lien
if required by the terms of such prior lien; and that the Company will not
obtain any withdrawal of any such prior lien bonds or any such cash or any such
proceeds or considerations from any such trustee or holder upon the basis of any
prior lien bonds deposited with the Trustee pursuant to any provisions of this
Indenture and theretofore bonded, except for the purpose of depositing such cash
or proceeds or considerations so withdrawn with the Trustee hereunder; and that
the Company will not apply for or obtain the authentication and delivery of
any bonds under the provisions of Section 3.04 hereof, or the withdrawal of cash
or the reduction of cash or the release of property under any provision of this
Indenture, upon the basis of any prior lien bonds used to withdraw any such cash
or proceeds or considerations from any such trustee or holder which are not
deposited with the Trustee hereunder.

      D. The Company further covenants and agrees that it will not apply for or
obtain the release of any cash received or held by a trustee under any prior
lien as required or permitted by the provisions of Article VII hereof except
upon compliance with the terms of Section 8.05 hereof, unless such cash shall
thereupon be deposited with the Trustee to be held and applied by it as though
such cash had originally been deposited with the Trustee.

      SECTION 5.10. The term "restricted property" as used in this Section 5.10
shall mean, as of any particular time, property additions theretofore bonded
(but excluding therefrom property additions then or theretofore released from
the lien hereof, or property additions retired which then or theretofore have
been deducted in determining net property additions), which were in each case at
the time of bonding thereof, and continue to be, subject to a prior lien.

      The Company covenants and agrees that it will not apply for or obtain the
authentication and delivery of any additional bonds or the withdrawal of any
cash or the reduction of any cash or the release of any property under any
provision of this Indenture, if, as a result of such authentication and delivery
of bonds or withdrawal or reduction of cash or release of property, seventy per
cent (70%) of the cost or fair value (whichever is less, as certified to the
Trustee pursuant to any provision of this Indenture) of property additions then
constituting restricted property would exceed fifteen per cent (15%) of the
aggregate principal amount of A. all bonds then outstanding including the
<PAGE>   104
                                       84


bonds then to be authenticated and delivered and B. all prior lien bonds
outstanding.

    SECTION 5.11. The Company covenants and agrees that it will not hereafter
create or suffer to be created or to accrue, any lien or charge of equal rank
with, or having priority to, or preference over, the lien of this Indenture upon
the trust estate or any part thereof, or upon the income and profits thereof,
except permissible encumbrances and except any mortgage or other lien on any
property acquired by the Company after the date of delivery of this Indenture
which may exist at the date of the acquisition of such property by the Compa-
ny, and except purchase money mortgages or liens created by the Company at the
time of acquisition of such property; that it will not do or omit to do, or
suffer to be done or omitted to be done, any matter or thing whatsoever whereby
the lien of this Indenture or the priority of such lien or the indebtedness
hereby secured, would be impaired; and that it will pay, or cause to be paid, or
will make adequate provision for the satisfaction and discharge of, all lawful
claims and demands for labor, materials, supplies or other purposes which, if
unpaid, would by law be given precedence to, or an equality with, this Indenture
as a lien or charge upon the trust estate or any part thereof or the income and
profits thereof; provided, however, that nothing in this Indenture shall
require the Company to pay, discharge or make provision for any lien, charge,
claim or demand so long as it shall in good faith contest the validity thereof.

      The Company covenants and agrees that in case it shall hereafter create
any mortgage, other than indentures supplemental hereto, and other than purchase
money mortgages created by the Company at the time of acquisition of property
or indentures supplemental to a mortgage (not constituting a prior lien as
defined in Article I hereof) existing at the time of acquisition on property
acquired by the Company after the date of this Indenture, upon the trust estate
or any part thereof, such mortgage shall be and shall be therein expressed (if
in the opinion of counsel for the Company such expression is necessary to
preserve the prior lien hereof) to be subject to the prior lien of this
Indenture for the security of all bonds issued hereunder at the time outstanding
and of all bonds which may thereafter be authenticated and delivered hereunder
as in this Indenture provided and permitted.

      SECTION 5.12. The Company covenants and agrees that it will, from time to
time, promptly pay and discharge or cause to be paid and discharged all taxes,
<PAGE>   105
                                       85


assessments and other governmental charges, the lien whereof would be prior to
the lien hereof, lawfully imposed upon the trust estate or any part thereof, or
upon the income and profits thereof; and also all taxes, assessments and other
governmental charges lawfully imposed upon the lien or interest of the Trustees
under this Indenture in respect of the trust estate, so that the lien of this
Indenture and the priority of such lien shall at all times be fully preserved
without expense to the Trustees or the bondholders; provided, however, that
nothing contained in this Indenture shall require the Company to pay or
discharge any such tax, assessment or governmental charge, so long as it shall
in good faith contest the validity thereof.

      SECTION 5.13. The Company covenants and agrees that it will cause all the
mortgaged property which is of a character usually insured by companies
similarly situated to be kept insured to a reasonable amount against loss or
damage by fire (which shall not be construed to include war damage insurance),
either by means of policies issued by responsible insurance companies or, at the
Company's election, by means of an adequate insurance fund set aside and
maintained by the Company alone or maintained by the Company in conjunction with
other companies through a trust or other agreement; any one loss in excess of
the greater of four million dollars ($4,000,000) or two per cent (2%) of the
aggregate principal amount of bonds outstanding hereunder on the date of such
particular loss, to be made payable A. to the Trustee as its interest may appear
or B. to the trustee or other holder of any prior lien (if required by the terms
thereof) and to the Trustee, as their respective interests may appear; and in
case of payment to any such trustee or other holder of any prior lien the
Company shall furnish the Trustee with the certificate of such trustee or other
holder that it has received such proceeds. The proceeds of any insurance which
shall be received by the Trustee shall be applied by the Trustee as a part of
the trust estate.

      The Company covenants and agrees that it will at any and all times upon
the written request of the Trustee, and in any event at least once in each
calendar year on or before July 1, beginning with the year 1945, furnish to the
Trustee an officers' certificate stating in substance that the Company has com-
plied with all the terms and conditions of this Section 5.13 and containing a
statement of all such policies of insurance and/or certificates issued under
such trust or other agreement then outstanding and in force upon the aforesaid
property or any part thereof, including the names of any insurance companies
which have insured, the amounts of such insurance and the property covered
<PAGE>   106
                                       86


thereby, and a statement of the amount and character of any certificates issued
under such trust or other agreement.

      In case of any loss from fire in excess of the greater of four million
dollars ($4,000,000) or two per cent (2%) of the aggregate principal amount of
bonds outstanding hereunder on the date of such particular loss covered by any
policy of insurance, any appraisement or adjustment of such loss and settlement
and payment of indemnity therefor, which shall be approved in an officers'
certificate, may be consented to and accepted by the Trustee. Subject to the
provisions of Section 12.02 hereof, the Trustee shall in no way be liable or
responsible for the collection of any insurance in case of any loss or for
consenting to or accepting any such appraisement, adjustment, settlement or
payment of indemnity.

      So long as there are outstanding any bonds or obligations secured by a
mortgage or other lien upon any part of the properties of the Company, prior to
the lien of this Indenture, if a check for the amount of any loss covered by any
insurance policy on any property subject to any such mortgage or other lien (as
to whether such property is subject to such mortgage or other lien, the Trustee
may, subject to the provisions of Section 12.02 hereof, rely upon an opinion of
counsel) is drawn payable to the order of the Trustee hereunder and the trustee
or other holder of such mortgage or lien, the Trustee hereunder shall, upon the
written order of the Company, endorse said check without recourse and deliver
the same to the trustee or other holder of any such mortgage or lien.

      The Company covenants and agrees that it will cause all proceeds of any
insurance payable directly to it to be applied to the repair and replacement of
property damaged or destroyed, in respect of which the insurance proceeds were
paid to the Company, or to the acquisition of permanent improvements,
extensions, or additions to the mortgaged property or to the redemption of bonds
outstanding hereunder or under a prior lien.

      Anything in this Indenture to the contrary notwithstanding, the Company
may have fire insurance policies with a deductible provision in a dollar amount
per occurrence not exceeding the greater of five million dollars ($5,000,000) or
three per cent (3%) of the aggregate principal amount of bonds outstanding
hereunder on the date such policy goes into effect; provided, however, such
dollar amount may be exceeded to the extent such dollar amount per
<PAGE>   107
                                       87


occurrence does not exceed the deductible amount in effect as to fire insurance
on property of similar character insured by companies similarly situated and
operating like property.

      SECTION 5.14. The Company covenants and agrees that it will maintain,
preserve and keep the mortgaged property in a state of good repair, working
order and condition unless prevented from so doing by conditions beyond the
control of the Company existing during time of war or other emergency.

      SECTION 5.15. The Company covenants and agrees that it will duly and
punctually keep, observe and perform each and every term, covenant and condition
on its part to be kept, observed and performed, contained in this Indenture and
in each and every indenture supplemental hereto which may be executed and
delivered by the Company to the Trustees as provided or permitted by this
Indenture.

      SECTION 5.16. The Company covenants and agrees that, except in the manner
and upon the terms in Articles VII and XIII hereof expressly authorized, it will
not in any manner, whether by consolidation, merger, conveyance or otherwise,
dispose of or lease the trust estate as a whole, or substantially as a whole.

      SECTION 5.17. The Company covenants and agrees that:

            A. At any and all reasonable times, upon the written request of the
      Trustee, the Company will permit the Trustee, by its agents and attorneys,
      to examine all the plants, properties, books of account, records, reports
      and other papers of the Company and to make copies and extracts therefrom;

            B. The Company will file with the Trustees, within fifteen days
      after it is required to file the same with the Securities and Exchange
      Commission, copies of the annual reports and of the information, documents
      and other reports which the Company may be required to file with the
      Securities and Exchange Commission pursuant to Section 13 or Section 15(d)
      of the Securities Exchange Act of 1934 (or copies of such portions thereof
      as may be prescribed by the Securities and Exchange Commission under
      Section 314(a)(1) of the Trust Indenture Act of 1939); or, if the
      Company is not required to file with the Securities and Exchange
      Commission information, documents or reports pursuant to either Section 13
      or Section 15(d) of the Securities Exchange Act of 1934, then the Company
      will file with the Trustees and will file with the Securities and Exchange
      Commission such of the supplementary and periodic information,
<PAGE>   108
                                       88


      documents and reports required pursuant to Section 13 of the Securities
      Exchange Act of 1934 in respect of a security listed and registered on a
      national securities exchange as an obligor having an indenture qualified
      under the provisions of the Trust Indenture Act of 1939 shall then be
      required to furnish to the trustee under said indenture and to file with
      said Commission by any rules and regulations prescribed by said Commission
      under the provisions of Section 314(a)(l) of the Trust Indenture Act of
      1939;

            C. The Company will file with the Trustees and with the Securities
      and Exchange Commission, in accordance with the rules and regulations
      prescribed from time to time by said Commission, such additional
      information, documents and reports with respect to compliance by the
      Company with the conditions and covenants provided for in this Indenture
      as may be required by such rules and regulations, including, in the case
      of annual reports, if required by such rules and regulations, certificates
      or opinions of independent public accountants, as to compliance with
      conditions or covenants, compliance with which is subject to verification
      by accountants, but no such certificate or opinion shall be required as to
      1. dates or periods not covered by annual reports required to be filed by
      the Company, in the case of conditions precedent which depend upon a state
      of facts as of a date or dates or for a period or periods different from
      that required to be covered by such annual reports, or 2. the amount and
      value of property additions (other than certificates or opinions of
      engineers as to the fair value to the Company of any property additions
      made the basis for the authentication and delivery of bonds, the
      withdrawal of cash from the Trustee, the reduction of cash required to be
      deposited with the Trustee, or the release of any portion of the trust
      estate, which are required to be filed with the Trustee by the provisions
      of Articles III, VII or VIII hereof), or 3. the adequacy of depreciation,
      maintenance or repairs;

            D. The Company will transmit to the bondholders, in the manner and
      to the extent provided in subdivision C. of Section 12.10 hereof, such
      summaries of any information, documents and reports required to be filed
      with the Trustees pursuant to the provisions of subdivisions B. and C. of
      this Section 5.17 as may be required by the rules and regulations of the
      Securities and Exchange Commission under the provisions of Section
      314(a)(3) of the Trust Indenture Act of 1939; and

            E. The Company will furnish or cause to be furnished to the Trustee
      between 1. April 15 and April 30 and 2. October 15 and October 31, in
      each year beginning with October, 1944, and at such other times as the
      Trustee may request in writing, all information in the possession or
      control of the Company, or of any paying agent for the bonds, as to the
<PAGE>   109
                                       89


      names and addresses of the bondholders as of a date not more than fifteen
      days prior to the date on which such information shall be furnished to the
      Trustee; provided, however, that the Company need not furnish or cause to
      be furnished any such list with respect to registered bonds with respect
      to which the Trustee maintains the records for the registration and
      transfer of bonds.

      SECTION 5.18. Upon default of the Company so to do, the Trustees may in
their discretion, and if requested in writing by a majority of the bondholders
and provided with the amount of cash necessary therefor shall, make any payment
which the Company by any of the provisions of this Indenture agrees to make, and
the Company covenants and agrees that it will forthwith repay to the Trustees
all moneys which the Trustees shall so pay, and will pay interest thereon from
the date of such payment by the Trustees until the repayment thereof, at the
prime rate prevailing from time to time of the Trustee, and if any moneys so
paid by the Trustees shall have been furnished to the Trustees by any of the
bondholders, the Trustees shall, out of any amount repaid to them by the
Company, or recovered out of the trust estate on account of such advance or
payment, make ratable payment to the bondholders who shall have provided such
moneys, or upon their order. No such payment shall be deemed to relieve the
Company from any default hereunder.

      SECTION 5.19. The Company covenants and agrees that it will cause any
paying agent, other than the Trustee, which it may appoint, to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 5.19,

            A. that it will hold all sums held by it as such agent for the
      payment of principal of and premium, if any, or interest on any of the
      bonds in trust for the benefit of the holders of such bonds or of the
      coupons for such interest, as the case may be;

            B. that it will give the Trustee notice of any failure of the
      Company to make any payment of the principal of and premium, if any, or
      interest on the bonds when the same shall be due and payable; and

            C. that at any time during the continuation of any such failure of
      the Company to make any payment of the principal of and premium, if any,
      or interest on the bonds when the same shall be due and payable, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums so
      held by such paying agent.
<PAGE>   110
                                       90


      The Company covenants and agrees that, if it should at any time act as its
own paying agent, it will, on or before each due date of the principal of, and
premium, if any, or interest on, any of the bonds, set aside and segregate and
hold in trust for the benefit of the holders of such bonds or of the coupons for
such interest, as the case may be, a sum sufficient to pay such principal and
premium, if any, or interest so becoming due, and will notify the Trustee of any
failure to take such action.

      Anything in this Section 5.19 to the contrary notwithstanding, the Company
may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other reason, pay or cause to be paid to the Trustee
all sums held in trust by it or any paying agent as required by this Section
5.19, such sums to be held by the Trustee upon the trusts hereinabove in this
Section 5.19 referred to.

                                   ARTICLE VI.
                  CONCERNING SECURITIES PLEDGED OR MORTGAGED.


      SECTION 6.01. All prior lien bonds received uncancelled by the Trustee and
all other securities received by the Trustee, pursuant to any of the provisions
of this Indenture or of any indenture supplemental hereto, shall be held by the
Trustee subject to the provisions of this Indenture and of any such supplemental
indenture for the further security of the bonds issued hereunder.

      All prior lien bonds in coupon form received uncancelled by the Trustee
shall have all unmatured coupons attached when so received unless accompanied by
evidence satisfactory to the Trustee that the discharge of any mortgage or
other lien securing the same may be obtained without the production of any
coupon or coupons that may be missing. All prior lien bonds received uncancelled
by the Trustee hereunder shall be stamped by the Trustee with the following
words:

            "Not negotiable; held in trust under the provisions of the Indenture
            of Michigan Consolidated Gas Company to City Bank Farmers Trust
            Company (Citibank, N.A., successor) and Ralph E. Morton (Robert T.
            Kirchner, successor), Trustees, dated as of March 1, 1944."

      All prior lien bonds or other securities received uncancelled by the
Trustee shall be in bearer form or, if in registered form, shall be accompanied
by appropriate instruments of transfer to the Trustee, and shall otherwise be in

<PAGE>   111
                                       91

transferable form and shall bear such stamps, if any, as may be required by law.
The Trustee may from time to time cause prior lien bonds or any other securities
received by it to be registered in its name, or in the name of its nominee.

      SECTION 6.02. So long as the Company is not in default hereunder to the
knowledge of the Trustees and there shall not have occurred and be continuing
any event of default, no payment by way of principal, interest or otherwise on
any prior lien bonds held by the Trustee shall be made or demanded, and all
coupons thereto appertaining, as they mature, shall be cancelled by the Trustee
and delivered so cancelled to the Company, except that, in case default is made
in the payment of interest on or principal of any of the prior lien bonds
undeposited and outstanding, the coupons appertaining to any prior lien bonds
held subject to this Indenture of the same issue as the prior lien bonds upon
which such default shall have been made, shall not be cancelled, and the Trustee
may demand and enforce payment of all sums due, whether for for prior lien bonds
of such issue by the mortgage or other instrument securing the same, and all
prior lien bonds of such issue then held by it shall be enforceable ratably and
equally with all other prior lien bonds of such issue not deposited with the
Trustee; but all interest maturing upon any bonds of such issue then held by it
prior to any such default shall be deemed to have been paid and satisfied.
Subject to the provisions of this Indenture, the Trustee is expressly empowered
to exercise, enforce or waive any of the rights and powers which it may possess
as holder of any prior lien bonds held by it in pledge hereunder.

      The Company agrees that, except as permitted by Article XIII hereof, it
will not sell, assign or transfer any coupon or right to interest delivered or
assigned to it in respect of any prior lien bonds pledged hereunder, and will
not, without the consent of the Trustee, collect any coupons or interest or any
other claim or judgment in respect of such prior lien bonds by legal proceedings
or by enforcement of any security therefor or in any other manner which the
Trustee shall deem prejudicial to the trusts hereby created; and, until actually
paid, released or discharged, every coupon or right to interest and all other
claims in respect of any such prior lien bonds shall remain subject to the lien
hereof.



<PAGE>   112
                                       92

      All funds received by the Trustee pursuant to the provisions of this
Section 6.02 shall be held by the Trustee as part of the trust estate.

      SECTION 6.03. So long as the Company is not in default hereunder to the
knowledge of the Trustees and there shall not have occurred and be continuing
any event of default, the Trustee, if so directed by an officers' certificate,
shall surrender any of the prior lien bonds held by it in pledge hereunder to
the trustee of the mortgage or other holder of the lien securing such prior lien
bonds for cancellation or to be held uncancelled for the purposes of any sinking
fund or analogous fund for the retirement of bonds for which provision may have
been made in the instrument evidencing the mortgage or other lien securing the
prior lien bonds so surrendered, subject to the provisions of Section 5.09
hereof, but prior lien bonds shall not be so surrendered, except for
cancellation, unless the Trustee shall have received an opinion of counsel to
the effect that the Company has made effective provision, either in the
instrument evidencing the mortgage or other lien securing such prior lien bonds
or otherwise, so that no transfer of ownership or possession of such bonds by
the trustee or other holder of such mortgage or other lien is permissible except
to the Trustee or to the trustee or other holder of the mortgage or other lien
securing other prior lien bonds for cancellation or to be held uncancelled under
the terms of such mortgage or other lien and, upon cancellation of such mortgage
or other lien, to the Trustee.

      Whenever all outstanding prior lien bonds of a particular issue (except
any lost, stolen or destroyed bonds as to which the Trustee shall have received
the certificate of the trustee or other holder of the mortgage or other
instruments securing such bonds to the effect that satisfactory indemnity has
been given to it) shall have been deposited with the Trustee and/or shall be
held by the Trustee under any provision of this Indenture and/or by the trustee
or other holder of the mortgage or other lien securing the same (or provision
for their payment is made which is satisfactory to the trustee of such prior
lien and to the Trustee), the Trustee shall cancel or cause to be cancelled all
prior lien bonds of such issue so deposited with or held by it (if not
previously cancelled) and shall deliver the same so cancelled to the trustee or
other holder of the prior lien and such mortgage or prior lien shall be
discharged of record, but such bonds shall be cancelled and delivered and such
mortgage or prior lien shall be discharged of record only at the request of the
Company evidenced by an officers' certificate and upon the receipt by the
Trustee of an opinion of counsel to the effect A. that all the property then
subject to such mortgage or



<PAGE>   113
                                       93

other lien, insofar as the same is of the character covered by this Indenture,
has been subjected to the lien of this Indenture, and B. that there are no liens
or encumbrances on such property junior to the lien of the mortgage or other
instrument securing such prior lien bonds which are prior to the lien of this
Indenture, excepting permissible encumbrances.

      SECTION 6.04. All purchase money obligations and all bonds or other
obligations issued by a municipal corporation or other governmental subdivision
which shall be received by the Trustee pursuant to the provisions of paragraphs
a) and b) of subdivision A.3. of Section 7.03 hereof or pursuant to the
provisions of subdivision E. of Section 7.04 hereof, shall be held and collected
by the Trustee. Interest received by the Trustee on such obligations shall, so
long as the Company is not in default hereunder to the knowledge of the Trustees
and there shall not have occurred and be continuing any event of default, be
paid over to the Company. Ail moneys received by the Trustee with respect to
principal of such obligations shall be held and applied by the Trustee as a part
of the trust estate. All such obligations held by the Trustee may be released
pursuant to the provisions of Article VII hereof. The Trustee may exercise any
and all rights of a holder of all such purchase money obligations and bonds and
other obligations, and may take such action as shall be desirable or necessary
to avail of the security created therefor, including, without limiting the
generality of the foregoing, the joining in any plan of voluntary or involuntary
reorganization or a readjustment or rearrangement of any such purchase money
obligations or bonds or other obligations, and the acceptance of new obligations
or securities issued in exchange therefor under any such plan and the extension
or modification of any of the terms of said purchase money obligations or bonds
or other obligations or of any instrument securing the same.

      SECTION 6.05. In case the Trustee is authorized by the provisions of this
Indenture to exercise all the rights of a holder of any securities pledged
hereunder, the Trustee shall be deemed, to the exclusion of the Company, to be
the sole holder and owner thereof, but, so long as the Company is not in default
hereunder to the knowledge of the Trustees and there shall not have occurred and
be continuing any event of default, any discretionary action which the Trustee
may be entitled to take in connection with any security pledged hereunder shall
be taken by the Trustee in accordance with the written request of the Company.
If and so long as the Company shall be in default hereunder to the knowledge of
the Trustees, or if an event of default has
<PAGE>   114
                                       94


occurred and is continuing, the Trustee shall take any such action in its own
absolute and uncontrolled discretion and may in such event consult with an
engineer or engineers or other expert or experts, and the reasonable expense of
such consultation shall be paid by the Company.

                                  ARTICLE VII.
               POSSESSION, USE, RELEASE AND TRANSFER OF PROPERTY.

      SECTION 7.01. Unless an event of default shall have occurred and be
continuing, the Company shall be entitled to possess, use and enjoy all the
property and appurtenances, franchises and rights conveyed by this Indenture
(other than such securities, obligations and moneys as are expressly required to
be deposited with the Trustee), and to receive, use and dispose of, free from
the lien of this Indenture, the rents, revenues, issues, earnings, income,
products and profits thereof (except as stated in Article VI hereof), with power
in the ordinary course of business, freely and without let or hindrance on the
part of the Trustees or either of them or of the bondholders, to use and consume
materials and supplies, deal with choses in action, deal with, modify and cancel
contracts and exercise the rights and powers conferred upon it thereby, alter,
repair, dismantle, change the position of and remove any of its property, and
replace and renew any of its property.

      SECTION 7.02. So long as the Company shall remain in possession of the
trust estate, the Company may at any time and from time to time, in its
discretion, without any release from, action by, or notice to, the Trustees:

            A. Sell, exchange or otherwise dispose of free from the lien of this
      Indenture 1. any of its equipment, machinery, fixtures, apparatus, pipes,
      poles, wire, appliances, tools, implements, furniture or other chattels at
      any time subject to the lien hereof, which may have become worn out,
      obsolete, inadequate, unserviceable, undesirable or unnecessary for use in
      the conduct of its business, replacing the same by, or substituting for
      the same, other property of equal value to the Company, which shall
      forthwith become, without further action, subject to the lien of this
      Indenture, and 2. any materials, merchandise, equipment and supplies in
      the ordinary course and conduct of its business;

            B. Surrender, cancel, abandon or make changes, alterations or
      modifications in or substitutions of any and all right-of-way grants,
      easements or leaseholds, if any, subject to the lien hereof; and

            C. Surrender, cancel, abandon or assent to the change, alteration or
      modification of any easement, right-of-way, or any other right, power,
      franchise, license, governmental consent or permit under which it may be
<PAGE>   115
                                       95


      operating, provided that any such surrender or modification which affects
      the trust estate is necessary or desirable in the conduct of the business
      of the Company.

      SECTION 7.03. A. So long as the Company is not in default hereunder to the
knowledge of the Trustees and there shall not have occurred and be continuing
any event of default, the Company may at any time and from time to time obtain
the release of, and the Trustees shall release from the lien hereof, any
property or franchises constituting a part of the mortgaged property, except
prior lien bonds, but only upon receipt by the Trustee of:

            1. An officers' certificate stating: that the Company has sold,
      leased, granted an interest in, surrendered or disposed of, or intends to
      sell, lease, grant an interest in, surrender or dispose of, certain
      property and the consideration, if any, received or to be received
      therefor, a request for the release thereof from the lien of this
      Indenture, and whether or not the property to be released has heretofore
      been bonded; that the Company is not, to the knowledge of the signers, in
      default in the performance of any of the other terms or covenants of this
      Indenture, that the Company is not and, upon the granting of the
      application then being made, will not be in default in the performance of
      the covenant contained in Section 5.10 hereof; and that in the opinion of
      the signers such release is desirable in the conduct of the business of
      the Company and all conditions precedent provided for in this Indenture
      relating to the release of the property in question have been complied
      with;

            2.a) An engineer's certificate stating, in the opinion of the
      signers, the then fair value and the cost (or as to property additions
      constituting bonded property of which the fair value to the Company at the
      time the same became bonded was less than the cost as determined pursuant
      to Article I hereof, then such fair value in lieu of cost) of the property
      to be released (which property shall be described in such certificate in
      reasonable detail) without deduction for any liens on such property; and
      that in the opinion of the signers such release will not impair the
      security under this Indenture in contravention of the provisions of this
      Indenture; and

            b) In case the fair value of such property to be released and of all
      other property released from the lien of this Indenture since the
      commencement of the then current calendar year, as shown by certificates
      filed pursuant to this Article VII, is ten per cent (10%) or more of the
      aggregate principal amount of bonds outstanding at the time of the
      application then being made, an independent engineer's certificate stating
      in substance:

                  (1) The then fair value and the cost (or as to property
            additions constituting bonded property of which the fair value to
            the Company
<PAGE>   116
                                       96


            at the time the same became bonded was less than the cost as
            determined pursuant to Article I hereof, then such fair value in
            lieu of cost), in the opinion of the signer, of the property to be
            released, without deduction for any liens on such property; and

            (2) That such release, in the opinion of the signer, will not impair
            the security under this Indenture in contravention of the terms of
            this Indenture;

      provided, however, that no independent engineer's certificate need be
      delivered to the Trustee in the case of any release of property if the
      fair value thereof, as shown by the certificate filed pursuant to
      paragraph a) of this subdivision 2., is less than twenty-five thousand
      dollars ($25,000) or less than one per cent (1%) of the aggregate
      principal amount of bonds at the time outstanding;

            3. Cash, which shall be received and applied by the Trustee as a
      part of the trust estate, in an amount equal to the cost of the property
      to be released (or as to property additions constituting bonded property
      of which the fair value to the Company at the time the same became bonded
      was less than the cost as determined pursuant to Article I hereof, then
      such fair value in lieu of cost) as specified in said engineer's
      certificate, or, if an independent engineer's certificate is required,
      then as specified therein, which amount of cash shall, at the election of
      the Company, be reduced by:

                  a) An amount equal to the fair value of obligations secured by
            purchase money mortgage on the property to be released deposited
            with the Trustee (which obligations shall constitute all of such
            obligations secured by such mortgage and the principal amount of
            which obligations shall not (1) exceed seventy per cent (70%) of the
            fair value of the property to be released as specified in the
            engineer's certificate or, if required, the independent engineer's
            certificate, or (2) together with the principal amount of all other
            purchase money obligations which shall have been used to reduce the
            amount of cash required to be deposited under the provisions of this
            Section 7.03 and are then held as a part of the trust estate, exceed
            fifteen per cent (15%) of the aggregate principal amount of bonds at
            the time outstanding under this Indenture), but only upon receipt by
            the Trustee of:

                        (i) An opinion of counsel to the effect that such
                  obligations are valid obligations and that any purchase money
                  mortgage securing the same is sufficient to constitute a valid
                  purchase money lien upon the property to be released subject
                  to no liens other than the liens, if any, existing on such
                  property immediately prior to its release;
<PAGE>   117
                                       97

                        (ii) An appraiser's certificate stating the fair value
                  to the Company of such obligations;

                        (iii) If the fair value to the Company of such
                  obligations and of all other securities made the basis of any
                  release from the lien of this Indenture since the commencement
                  of the then current calendar year, as shown by certificates
                  filed pursuant to subparagraphs (ii) or (iii) of this
                  paragraph a) or pursuant to subparagraph (1) or (2) of
                  paragraph b) of this subdivision 3., or pursuant to
                  subdivision F. of Section 7.04 hereof, is ten per cent (10%)
                  or more of the aggregate principal amount of bonds outstanding
                  at the time of the application then being made, an independent
                  appraiser's certificate, stating the fair value to the Company
                  of such obligations; provided, however, that no independent
                  appraiser's certificate need be filed with the Trustee with
                  respect to any such obligations if the fair value thereof to
                  the Company, as shown by the certificate required by
                  subparagraph (ii) of this paragraph a), is less than
                  twenty-five thousand dollars ($25,000) or less than one per
                  cent (1%) of the aggregate principal amount of bonds
                  outstanding at the time of the application then being made;
                  and/or


                  b) An amount equal to the fair value of bonds or other
            interest-bearing obligations, issued pursuant to law, in whole or
            in part payment for the property to be released, by any municipal
            corporation or other governmental subdivision (the principal amount
            of which, together with the principal amount of all other such
            obligations which shall have been used to reduce the amount of cash
            required to be deposited under the provisions of this Section 7.03
            and are then held as part of the trust estate, shall not exceed
            fifteen per cent (15%) of the aggregate principal amount of bonds at
            the time outstanding under this Indenture) which shall be deposited
            with the Trustee, but only upon receipt by the Trustee of:

                        (1) An appraiser's certificate stating the fair value to
                  the Company of such bonds or other interest-bearing
                  obligations;

                        (2) If the fair value to the Company of such obligations
                  and of all other securities made the basis of any release from
                  the lien of this Indenture since the commencement of the then
                  current calendar year, as shown by certificates filed pursuant
                  to subparagraph (1) or (2) of this paragraph b) or pursuant to
<PAGE>   118
                                       98


                  subparagraph (ii) or (iii) of paragraph a) of this subdivision
                  3., or pursuant to subdivision F. of Section 7.04 hereof, is
                  ten per cent (10%) or more of the aggregate principal amount
                  of bonds outstanding at the time of the application then being
                  made, an independent appraiser's certificate, stating the fair
                  value to the Company of such obligations; provided, however,
                  that no independent appraiser's certificate need be filed with
                  the Trustee with respect to any such obligations if the fair
                  value thereof to the Company, as shown by the certificate
                  required by subparagraph (1) of this paragraph b), is less
                  than twenty-five thousand dollars ($25,OOO) or less than one
                  per cent (1%) of the aggregate principal amount of bonds
                  outstanding at the time of the application then being made;
                  and

                        (3) An opinion of counsel to the effect that such bonds
                  or other interest-bearing obligations have been issued
                  pursuant to law in whole or in part payment for the property
                  to be released, and either (i) that such municipal corporation
                  or other governmental subdivision possesses taxing power and
                  that such bonds or other interest-bearing obligations are
                  direct and general obligations of such municipal corporation
                  or other governmental subdivision, or (ii) that the interest
                  on and principal of such bonds or other interest-bearing
                  obligations are payable from and secured by a valid lien on
                  the revenues derived from the operation of that part of the
                  property to be released which is or has been purchased by such
                  municipal corporation or other governmental subdivision and
                  such bonds or other interest-bearing obligations are rated by
                  at least one nationally recognized statistical rating
                  organization (as that term is used in Rule 15~3-l(c)(2)(vi)(F)
                  under the Securities Exchange Act of 1934) in one of its
                  generic rating categories which signifies investment grade
                  (typically, the four highest rating categories, within which
                  there may be sub-categories or gradations indicating relative
                  standing, signifying investment grade); and/ or


            c) An amount equal to the amount of net property additions not
      theretofore bonded, but only upon receipt by the Trustee of the
      certificates, instruments and opinions of the kind prescribed in, and
      setting forth the facts with respect to such net property additions
      specified in subdivisions 2., 3., 4., 6., 7.a), b) and e), and 8.a)
      through g), of subdivision C. of Section 3.03 hereof; and provided further
      that in case such net property additions are subject to a prior lien there
<PAGE>   119
                                       99


      shall be deducted from the amount thereof, an amount equal to 10/7ths of
      the principal amount of the then outstanding prior lien bonds secured by
      such prior lien and not theretofore deducted in connection with any
      application under this Indenture for the authentication and delivery of
      bonds, the withdrawal of cash, the reduction of cash or the release of
      property; and/or

            d) An amount equal to 10/7ths of the principal amount of prior lien
      bonds deposited with the Trustee or paid or purchased or reduced or
      ascertained by judicial determination to be invalid, and in no case
      theretofore bonded, but only upon receipt by the Trustee, of (1) prior
      lien bonds as prescribed in subdivision A.2.a) of Section 3.04 hereof or a
      certificate and opinion of the kind and setting forth the facts prescribed
      in subdivision A.2.b) of said Section 3.04, (2) a certificate of the kind
      and setting forth the facts prescribed in subdivision A.3. and (3) an
      opinion of counsel of the kind prescribed by subdivision A.4.a) of said
      Section 3.04 to the extent applicable; and/or

            e) An amount equal to 10/7ths of the principal amount of bonds, then
      or theretofore surrendered for conversion (if convertible) except into
      other bonds, or paid at maturity or upon redemption or purchased or
      otherwise surrendered to the Trustee and cancelled, and in no such case
      theretofore bonded or made the basis for the issue of bonds of one
      denomination for bonds of another denomination of the same series in
      exchange therefor, or for the issue of coupon bonds in exchange for
      registered bonds without coupons, or for the issue of registered bonds
      without coupons in exchange for coupon bonds or upon the transfer of
      registered bonds without coupons, or for the issue of bonds in
      substitution for bonds mutilated, destroyed, lost or stolen, pursuant to
      the terms hereof or of any certified resolutions or indenture supplemental
      hereto; and/or

            f) An amount equal to 10/7ths of the principal sum secured by any
      lien prior to the lien hereof, which is a lien solely on the property to
      be released; provided that there shall be filed with the Trustee an
      opinion of counsel stating the principal sum secured by such lien and that
      such lien is a lien solely on the property to be released; and


      4. An opinion of counsel to the effect that all conditions precedent
provided for in this Indenture relating to the release of the property in
question have been complied with and, in the case the Trustees are
<PAGE>   120
                                      100

requested to release any franchise, that such release will not impair to any
material extent the right of the Company to operate any of its remaining
properties; and stating, in the opinion of such counsel, whether or not any
portion of such property is subject to any lien prior to the lien of this
Indenture, excepting permissable encumbrances, and, if so, such lien or liens
shall be specified.

      B. Redeemed prior lien bonds shall be deemed to have been paid and
cancelled within the meaning of subdivision A.3. of this Section 7.03.

      C. If the property to be released is subject to any prior hen or to any
other lien prior hereto, and if the property to be released is to be
simultaneously released from such lien and if the consideration for the property
to be released is required by the provisions of such lien to be paid over to the
trustee or other holder of such lien (as to which facts the Trustee may rely,
subject to the provisions of Section 12.02 hereof, upon an opinion of counsel),
the certificate of the trustee or other holder of such lien that it has received
the consideration for the property to be released shall be accepted by the
Trustee hereunder to the extent of such consideration so received by such other
trustee or other holder (as the value of such consideration shall be specified
in such certificate) in lieu of cash, obligations, certificates, bonds or net
property additions required by the provisions of subdivision A.3. of this
Section 7.03 to be delivered or certified to the Trustee upon the release of
said property.

      SECTION 7.04. So long as the Company is not in default hereunder to the
knowledge of the Trustees and there shall not have occurred and be continuing ,
any event of default, the Company may at any time and from time to time sell,
lease, grant an interest in, surrender or otherwise dispose of any property
(except prior lien bonds) constituting a part of the mortgaged property of an
aggregate fair value (without deduction for any liens thereon) of not in excess
of the greater of three per cent (3%) of the aggregate principal amount of the
bonds at the time outstanding or one hundred thousand dollars ($100,000) in any
one calendar year, as shown by engineer's certificates filed pursuant to
subdivision C. of this Section 7.04, and the Trustees, without requiring
compliance with any other section of this Article VII, shall release such
property from the lien hereof, provided that such fair value of the property
involved in any one release as shown on such engineer's certificate is less than
- . twenty-five thousand dollars ($25,000) or less than one per cent (1%) of the
aggregate principal amount of bonds at the time outstanding; but only upon
receipt by the Trustee of:
<PAGE>   121
                                      101


            A. An officers' certificate (which may be combined with the
      officers' certificate referred to in subdivision B. of this Section 7.04)
      requesting the release of the property in question;

            B. An officers' certificate briefly describing the property to be
      released and stating in substance:

                  1. That the Company has sold, leased, granted an interest in,
            surrendered or disposed of, or contracted to sell, lease, grant an
            interest in, surrender or dispose of, certain property and stating
            the consideration, if any, received or to be received by the Company
            therefor, which shall be cash or purchase money obligations (as
            defined and subject to the limitations and conditions provided in
            subdivision A.3.a) of Section 7.03 hereof);

                  2. That the fair value of the property to be released as shown
            in the engineer's certificate referred to in subdivision C. of this
            Section 7.04, together with the fair value, as shown by such
            engineer's certificates, of all other property released under the
            terms of this Section 7.04 during the then current calendar year,
            does not exceed the greater of three per cent (3%) of the aggregate
            principal amount of the bonds at the time outstanding or one hundred
            thousand dollars ($100,000); and

                  3. That the Company is not to the knowledge of the signers in
            default under this Indenture and that in the opinion of the signers
            all conditions precedent provided for in this Indenture relating to
            the release of such property have been complied with;

            C. An engineer's certificate stating in the opinion of the signers
      the then fair value of the property to be released (without deduction for
      any liens on such property), and that the release thereof will not impair
      the security under this Indenture in contravention of the provisions of
      this Indenture;

            D. An opinion of counsel stating that all conditions precedent
      provided for in this Indenture relating to the release of such property
      have been complied with;

            E. The cash and/or purchase money obligations, if any, received by
      the Company upon the sale or other disposition of such property; and

            F. An appraiser's certificate stating the fair value of any purchase
      money obligations so delivered to the Trustee.

     If the property to be released is subject to any prior lien or to any other
lien prior hereto and said property is to be simultaneously released from such
lien, and if the consideration for the property to be released is required by
the
<PAGE>   122
                                       102


provisions of such lien to be paid over to the trustee or other holder of such
lien (as to which facts the Trustee may rely, subject to the provisions of
Section 12.02 hereof, upon an opinion of counsel), the certificate of the
trustee or the other holder of such lien that it has received the consideration
for the property to be released shall be accepted by the Trustee hereunder to
the extent of such consideration so received by such other trustee or other
holder in lieu of cash and/or purchase money obligations required by the
provisions of subdivision E. of this Section 7.04 to be delivered to the Trustee
upon the release of said property.

      All cash received by the Trustee pursuant to the provisions of this
Section 7.04 shall be held and dealt with by the Trustee as a part of the trust
estate, and all purchase money obligations so received shall be held and dealt
with as provided in Article VI hereof.

      SECTION 7.05. Should any part of the trust estate be taken by the exercise
of a power of eminent domain or be required to be disposed of by any public
authority having jurisdiction to require such disposition (including the
Securities and Exchange Commission or other regulatory body administering the
Public Utility Holding Company Act of 1935), whether upon order directed against
the Company or upon application of the Company in compliance with any existing
law requiring such disposition, if in the condemnation proceeding or proceeding
requiring or approving such disposition the fair value of such property is
determined or approved by a court, or by such public authority, or by any agency
thereof, having in each case (in the opinion of counsel) jurisdiction to make
such determination or give such approval, the Trustees shall accept the fair
value so determined or approved (without requiring any engineer's certificate or
independent engineer's certificate as to such fair value) as representing the
then fair value of such property. Should any municipality or public authority at
any time exercise any right which it may have to purchase any part of the trust
estate at a price specified in or determined in accordance with the provisions
of right of purchase, the Trustees shall accept the price so specified or
determined as representing the then fair value of such property. In any such
case, when the Company by an officers' certificate shall so request, the
Trustees shall execute and deliver a release of the property so taken or
purchased or disposed of upon the conditions set forth in this Section 7.05, and
shall, subject to the provisions of Section 12.02 hereof, be fully protected in
so doing upon being furnished with an opinion of counsel to the effect that such
property has been taken by
<PAGE>   123
                                      103

the exercise of the power of eminent domain or has been disposed of under the
requirements of any public authority having jurisdiction to require such
disposition or has been purchased by a municipality or public authority in the
exercise of a right which it shall have to purchase such property. In any such
proceedings the Trustees may be represented by counsel, who may or may not be of
counsel to the Company. The proceeds of all property so taken, disposed of or
purchased shall be paid over either to the Trustee hereunder to be held as part
of the trust estate and applied pursuant to Article VIII hereof, or, if required
by the terms thereof (as to which the Trustee may rely, subject to the
provisions of Section 12.02 hereof, upon an opinion of counsel), to the trustee
or other holder of any prior lien or any other lien prior hereto, in which case
the Company shall furnish the Trustee with the certificate of such trustee or
other holder that it has received such proceeds.

      SECTION 7.06. In no event shall any purchaser in good faith of any
property purported to be released hereunder be bound to ascertain the authority
of the Trustees to execute the release or be bound to inquire as to any facts
required by the provisions hereof for the exercise of such authority, or be
bound to see to the application of the purchase moneys; nor shall any purchaser
or grantee of any property or rights permitted by this Article VII to be sold,
granted, exchanged or otherwise disposed of, be under obligation to ascertain or
inquire into the authority of the Company to make any such sale, grant, exchange
or other disposition, or be bound to see to the application of any consideration
paid to the Company.

      SECTION 7.07. In case the trust estate shall be in the possession of a
receiver or a trustee in bankruptcy lawfully appointed, or of an assignee for
the benefit of creditors, the powers in and by this Article VII conferred upon
the Company may be exercised by such receiver, trustee or assignee, with the
approval of the Trustee, regardless of whether or not the Company is in default
hereunder, and in such event a writing signed by such receiver, trustee or
assignee, may be received by the Trustee in lieu of any certified resolution
required by the provisions of this Article VII, and such receiver, trustee or
assignee may make any certificate required by the provisions of this Article VII
to be made by an officer or officers of the Company, and if the Trustees
hereunder or either of them shall be in possession of the trust estate under any
provision of this Indenture, then all the powers by this Article VII conferred
upon the Company may be exercised by the Trustees, or that one of them in
possession, as the case may be, in their, its or his discretion.

<PAGE>   124
                                       104


     The Trustees shall not be required under any of the provisions of this
Article VII to release at the request of the Company any part of the mortgaged
property from the lien hereof at any time when the Company shall be in default
to the knowledge of the Trustees in the performance of any covenant or agreement
in the bonds or in this Indenture contained, or when an event of default shall
have occurred and be continuing, but notwithstanding any such default or event
of default, the Trustees may release from the lien hereof any part of the
mortgaged property, upon compliance with the conditions, other than those
relating to the non-existence of a default, specified in this Article VII in
respect thereof, if the Trustee in its discretion shall deem such release for
the best interest of the bondholders.

     SECTION 7.08. So long as the Company is not in default hereunder to the
knowledge of the Trustees and there shall not have occurred and be continuing
any event of default, the Company may at any time and from time to time sell,
lease, surrender or otherwise dispose of any property or franchises (other than
bonded property) constituting a part of the mortgaged property, or grant an
interest in such property or franchises (other than bonded property), except
prior lien bonds, and obtain the release of, and the Trustees shall release from
the lien hereof, such property, but only upon receipt by the Trustee of (in lieu
of complying with the requirements of Section 7.03 hereof):

          A. An officers' certificate stating that the Company has sold, leased,
     granted an interest in, surrendered or disposed of, or intends to sell,
     lease, grant an interest in, surrender, or dispose of, certain property
     that is not bonded property and stating the consideration, if any, received
     or to be received therefor, and requesting the release thereof from the
     lien of this Indenture; and stating that such property has not theretofore
     been bonded; that such release is in the opinion of the signers desirable
     in the conduct of the business of the Company; and that the Company is not,
     to the knowledge of the signers, in default in the performance of any of
     the terms or covenants of this Indenture; and that in the opinion of the
     signers all conditions precedent provided for in this Indenture relating to
     the release of the property in question have been complied with;

          B.1. An engineer's certificate stating, in the opinion of the signers,
     the then fair value of the property to be released (which property shall be
     described in such certificate in reasonable detail) without deduction for
     any liens on such property; and stating that, in the opinion of the
     signers, such release will not impair the security under this Indenture in
     contravention of the provisions of this Indenture;
<PAGE>   125
                                       105


               2. In the case the fair value of such property to be released and
          of all other property released from the lien of this Indenture since
          the commencement of the then current calendar year, as shown by
          certificates filed pursuant to Article VII hereof, is ten per cent
          (10%) or more of the aggregate principal amount of bonds outstanding
          at the time of the application then being made, an independent
          engineer's certificate stating in substance:

                    a) The then fair value, in the opinion of the signer, of the
               property to be released, without deduction for any lien on such
               property; and

                    b) That such release, in the opinion of the signer, will not
               impair the security under this Indenture in contravention of the
               terms of this Indenture.

          provided, however, that no independent engineer's certificate need be
          delivered to the Trustee in the case of any release of property if the
          fair value thereof, as shown by the certificate filed pursuant to
          paragraph 1. of this subdivision B., is less than twenty-five thousand
          dollars ($25,000) or less than one per cent (1%) of the aggregate
          principal amount of bonds at the time outstanding;

          C. A further engineer's certificate stating, in the opinion of the
     signers, that the aggregate principal amount of Bonds to be outstanding
     under this Indenture immediately after such release shall not exceed
     seventy per cent (70%) of the aggregate fair value of the then bonded
     property of the Company; and

          D. An opinion of counsel to the effect that all conditions precedent
     provided for in this Indenture relating to the release of the property in
     question have been complied with and, in case the Trustees are requested to
     release any franchise, that such release .will not impair to any material
     extent the right of the Company to operate any of its remaining properties.

     SECTION 7.09. In case the Company has sold, exchanged, dedicated or
disposed of, or intends or has agreed to sell, exchange, dedicate or dispose of,
or a governmental body or agency has exercised a right to order the Company to
divest itself of, any property of a character excepted from the lien hereof, or
the Company desires to disclaim or quitclaim title to property to which the
Company does not purport to have title, the Trustees shall, from time to time,
execute such instruments of disclaimer or quitclaim as may be appropriate and
reasonably requested by the Company upon receipt by the Trustee of the
following:

          A. an officers' certificate complying with the requirements of Section
     17.08 hereof and describing in reasonable detail the property to be
     disclaimed or quitclaimed; and
<PAGE>   126
                                       106


          B. an opinion of counsel complying with the requirements of Section
     17.08 hereof and stating the signer's opinion that such property is not
     subject to the lien hereof or required to be subject thereto by any of the
     provisions hereof, and stating that the execution of such disclaimer or
     quitclaim is appropriate.


                                  ARTICLE VIII.

                 APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE.

     SECTION 8.01. All moneys received by the Trustee hereunder (except moneys
received as a part of any special trust or similar fund, the disposition of
which is otherwise provided for) to be applied by it as part of the trust estate
shall be held by the Trustee as a part of the trust estate and, so long as the
Company is not in default hereunder to the knowledge of the Trustees and there
shall not have occurred and be continuing any event of default, shall be paid
over from time to time by the Trustee to or upon the order of the Chairman,
Chief Executive Officer, President, Vice Chairman, Vice President, Secretary,
Assistant Secretary, Treasurer or an Assistant Treasurer of the Company, or by
any other officer selected by the Board of Directors either:

          A. In the case of moneys deposited with the Trustee pursuant to the
     provisions of Section 3.05 hereof, in an amount equal to seventy per cent
     (70%) of the amount of net property additions not theretofore bonded; and
     in the case of moneys deposited with the Trustee to be applied by it as a
     part of the trust estate pursuant to any of the other provisions of this
     Indenture (except moneys referred to in subdivision E. of this Section
     8.01), in an amount equal to one hundred per cent (100%) of the amount of
     net property additions not theretofore bonded; provided, however, that if
     in either case such net property additions are subject to a prior lien,
     there shall be deducted from the amount of such net property additions an
     amount equal to 10/7ths of the principal amount of the then outstanding
     prior lien bonds secured by such prior lien and not theretofore deducted
     under any of the provisions of this Indenture; but in every case above
     mentioned, only upon receipt by the Trustee of an officers' certificate
     applying for the withdrawal from the trust estate of cash in the amount
     therein specified, and of the certificates, instruments and opinions of the
     kind prescribed in, and setting forth the facts with respect to such net
     property additions specified in subdivisions 2., 3., 4., 6., 7.a), b) and
     e), and 8.a) through g), of subdivision C. of Section 3.03 hereof, and an
     opinion of counsel to the effect that all conditions precedent provided for
     in this Indenture relating to the withdrawal of the cash in question have
     been complied with; or
<PAGE>   127
                                       107


     B. In the case of moneys deposited with the Trustee to be applied by it as
a part of the trust estate pursuant to any provision of this Indenture (except
moneys referred to in subdivision E. of this Section 8.01), in an amount equal
to one hundred per cent (100%) of the principal amount of prior lien bonds (or,
in the case of prior lien bonds, 10/7ths of the principal amount whereof has
theretofore been deducted in connection with the reduction or withdrawal of cash
under any provision of this Indenture, then an amount equal to 10/7ths of the
principal amount of such prior lien bonds) deposited with the Trustee or paid or
purchased or reduced or ascertained by judicial determination to be invalid and
in no case theretofore bonded, but only upon receipt by the Trustee of 1. an
officers' certificate applying for the withdrawal from the trust estate of cash
in the amount therein specified, 2. prior lien bonds as prescribed in
subdivision A.2.a) of Section 3.04 hereof or a certificate and opinion of the
kind and setting forth the facts prescribed in subdivision A.2.b) of said
Section 3.04, 3. a certificate of the kind and setting forth the facts
prescribed in subdivision A.3. and 4. an opinion of counsel of the kind
prescribed by subdivision A.4.a) of said Section 3.04 to the extent applicable;
or

     C. In the case of moneys deposited with the Trustee pursuant to the
provisions of Section 3.05 hereof in an amount equal to one hundred percent
(100%) of the principal amount of bonds; and in the case of moneys deposited
with the Trustee to be applied by it as a part of the trust estate pursuant to
any other provision of this Indenture (except moneys referred to in subdivision
E. of this Section 8.01), in an amount equal to 10/7ths of such principal amount
of bonds, then or theretofore surrendered for conversion (if convertible) except
into other bonds, or paid at maturity or upon redemption or purchased `or
otherwise surrendered to the Trustee and canceled, and in no such case
theretofore bonded or made the basis for the issue of bonds of one denomination
for bonds of another denomination of the same series in exchange therefor, or
for the issue of coupon bonds in exchange for registered bonds without coupons,
or for the issue of registered bonds without coupons in exchange for -coupon
bonds or upon the transfer of registered bonds without coupons, or for the issue
of bonds in substitution for bonds mutilated, destroyed, lost or stolen,
pursuant to the terms hereof or of any indenture supplemental hereto, but only
upon receipt by the Trustee of 1. an officers' certificate applying for the
withdrawal from the trust estate of cash in the amount therein specified, not
exceeding, however, the aggregate principal amount (or 10/7ths of such principal
amount, if applicable) of such bonds so surrendered, the series and principal
amount of which shall be specified therein, 2. an officers' certificate stating
that the Company is not, to the knowledge of the signers, in default in the
performance of any of the terms or covenants of this Indenture and that in the
opinion of the signers all
<PAGE>   128
                                       108


conditions precedent provided for in this Indenture relating to the withdrawal
of such cash have been complied with, and 3. an opinion of counsel to the effect
that all conditions precedent provided for in this Indenture relating to the
withdrawal of such cash have been complied with; or

     D. In the case of moneys received by the Trustee pursuant to the provisions
of Section 5.13 hereof as the proceeds of any insurance, in an amount equal to
the cost of any replacements of property damaged or destroyed by fire, but only
upon receipt by the Trustee of 1. an officers' certificate applying for the
withdrawal from the trust estate of cash in the amount therein specified and
showing the expenditures made or obligations incurred for replacements actually
made, describing such replacements in reasonable detail, stating the cost
thereof and stating that the Company is not, to the knowledge of the signers, in
default in the performance of any of the terms or covenants of this Indenture
and that in the opinion of the signers all conditions precedent provided for in
this Indenture relating to the withdrawal of such cash have been complied with,
2. an opinion of counsel to the effect that all conditions precedent provided
for in this Indenture relating to the withdrawal of such cash have been complied
with, and 3. an engineer's certificate stating the fair value to the Company of
such replacements, and if such replacements consist of an acquired plant or
system, the fair value of which, as shown by said certificate, is not less than
twenty-five thousand dollars ($25,000) and not less than one per cent (1%) of
the aggregate principal amount of bonds at the time outstanding, such
certificate shall be an independent engineer's certificate; or

     E. In the case of moneys deposited with the Trustee pursuant to clause E.
of the definition of permissible encumbrances in Article I hereof on account of
judgments constituting liens, in an amount equal to the amount of any judgment
lien theretofore discharged on account of which such moneys were deposited, but
only upon receipt by the Trustee of 1. an opinion of counsel to the effect that
such judgment lien, which shall be specified in the opinion, has been released
or satisfied, and that all conditions precedent provided for in this Indenture
relating to the withdrawal of such cash have been complied with, and 2. an
officers' certificate stating that the Company is not, to the knowledge of the
signers, in default in the performance of any of the terms or covenants of this
Indenture and that in the opinion of the signers all conditions precedent
provided for in this Indenture relating to the withdrawal of such cash have been
complied with; or

     F. In the case of moneys deposited with the Trustee pursuant to Sections
7.03 or 7.05 hereof, in an amount (subject to the limitations hereinafter
stated) equal to Federal income taxes or other Federal taxes
<PAGE>   129
                                       109


based on or measured by or in respect of net income or profits for a specified
period resulting from a sale or other disposition of property released from the
lien of the Indenture, but only if the gross proceeds from such sale or other
disposition exceed Two Hundred and Fifty Thousand Dollars ($250,000) and upon
receipt by the Trustee of:

               1. An officers' certificate applying for the withdrawal from the
          trust estate of cash in the amount therein specified;

               2. An officers' certificate stating, in substance:

                    a) that the Company has theretofore, on a date or dates
               specified, delivered to and deposited with the Trustee cash in
               connection with the release of certain specified property
               pursuant to Section 7.03 or Section 7.05 hereof,

                    b) the amount of the gross proceeds from the sale or other
               disposition of such property,

                    c) that the Company has theretofore paid Federal income
               taxes or other Federal taxes based on or measured by or in
               respect of net income or profits for a specified period, in the
               computation of which taxes gains or profits from the sale or
               other disposition of such property has been reflected,

                    d) the amount of such taxes so paid,

                    e) the amount of taxable gain or profit from the sale or
               other disposition of such property reflected in the computation
               of such taxes reduced by the amount of any loss from the sale or
               other disposition of mortgaged property which is allowable to
               offset or reduce such taxable gain or profit,

                    f) the rate or rates of Federal income tax or other Federal
               taxes imposed upon such taxable gain or profit,

                    g) such other facts as may be reasonably necessary to
               determine the amount of reimbursement to which the Company is
               entitled in accordance with the provisions of this subdivision F
               09

                    h) the amount of reimbursement to which the Company is
               entitled in accordance with the provisions of this subdivision
               F., and

                    i) that in the opinion of the signers, all conditions
               precedent provided for in this Indenture relating to the
               withdrawal of such cash have been complied with;

               3. An accountant's certificate stating that the computation of
          the amount of reimbursement to which the Company is entitled as set
          forth in the accompanying officers' certificate is, in the opinion of
          the signers, in accordance with the provisions of this subdivision F.;
          and
<PAGE>   130
                                       110


               4. An opinion of counsel stating that, in the opinion of the
          signer, all conditions precedent provided for in this Indenture
          relating to the withdrawal of such cash have been complied with.

          The amount of cash that may be withdrawn pursuant to this subdivision
     F. shall be a sum determined by multiplying the amount of taxable gain or
     profit certified under clause e) of the officers' certificate referred to
     in subparagraph 2. of this subdivision F. by the rate or rates of the tax
     or taxes imposed upon such taxable gain or profit as certified under clause
     f) of said subparagraph 2.; provided, however, that the amount of cash that
     may be withdrawn pursuant to this subdivision F. shall not exceed the
     amount of taxes certified under clause d) of said subparagraph 2. For the
     purposes of this subdivision F., it shall be assumed that the taxable gain
     or profit certified under clause e) of subparagraph 2. hereof is in
     addition to the income and profits of the Company from all other sources.

     In the event that after the Trustee has paid over to the Company cash in
reimbursement of taxes as provided in this subdivision F., it shall be
determined that the reimbursement to which the Company is entitled exceeds the
amount previously paid over to the Company by the Trustee by more than Fifty
Thousand Dollars ($50,000), the Trustee shall, upon receipt of an officers'
certificate, accountant's certificate and opinion of counsel of the kinds
prescribed in, and setting forth the facts specified in, subparagraphs l., 2.,
3. and 4. of this subdivision F., pay over to the Company, from any of the funds
specified in clause a) of said subparagraph 2. then held by the Trustee, the
amount to which the Company is entitled less such portion of said amount as
shall previously have been paid,over to it pursuant to this subdivision F.

     In the event that after the Trustee has paid over to the Company cash in
reimbursement of taxes as provided in this subdivision F., it shall be
determined that the amount so paid over exceeds by more than Fifty Thousand
Dollars ($50,000) the amount of reimbursement to which the Company is entitled,
the Company covenants that it will promptly repay to the Trustee the amount of
such excess. Any sums so repaid to the Trustee shall be held by it subject to
disposition under this Article VIII.

     Redeemed prior lien bonds shall be deemed to have been paid and canceled
within the meaning of this Section 8.01.

     SECTION 8.02. Any moneys in the hands of the Trustee, not theretofore paid
over or requested to be paid over to the Company pursuant to the provisions of
Section 8.01 hereof, and not expressly required by this Indenture to be used
<PAGE>   131
                                       111


for some other purpose, shall (so long as the Company is not in default
hereunder to the knowledge of the Trustees and there shall not have occurred and
be continuing any event of default), at the election and in accordance with the
request of the Company evidenced by an officers' certificate, be applied by the
Trustee from time to time to one or more of the following purposes:

          A. To the purchase of prior lien bonds (of such issue and series as
     may be specified in said officers' certificate), or, at the election of the
     Company, to the redemption of prior lien bonds in accordance with the
     provisions upon which such bonds are subject to redemption; or

          B. To the purchase of bonds outstanding hereunder (of such series and
     maturity as may be specified in said officers' certificate), or, at the
     election of the Company, to the redemption of such bonds in accordance with
     the provisions upon which such bonds are subject to redemption.

     Any purchase of bonds shall be made by the Trustee in the open market,
unless such purchase is, in the opinion of the Trustee, impracticable, in which
case the Trustee shall advertise for written proposals to sell to it bonds of
the series and maturity the purchase of which has been requested, by notice
published once in an authorized New York newspaper and in an authorized Detroit
newspaper; and the Trustee, to the extent of the funds then in its hands and
requested by the Company to be so applied, shall purchase the bonds so offered
at the lowest price or prices asked therefor, but in no event at a price in
excess of the maximum price, if any, specified by the Company in its request to
the Trustee, and reasonable notice shall be given by the Trustee to the holder
or holders of the bonds whose proposals are accepted. Should there be two or
more proposals at the same price aggregating more than the amount which the
Trustee has available after having accepted all proposals at lower prices, such
proposals shall, if possible under their terms, be accepted pro rata; provided
that the Trustee shall have the right to reject any or all proposals in whole or
in part. Purchases of prior lien bonds shall be made in the same manner and
subject to the same conditions as is provided in this Section 8.02 for purchases
of bonds issued hereunder.

     All bonds issued hereunder purchased by or delivered to the Trustee under
the provisions of this Section 8.02, together with the unmatured coupons thereto
appertaining, upon receipt of the same by the Trustee shall be forthwith
cancelled.

     The amount, if any, by which the aggregate price (including accrued
interest) paid by the Trustee upon any such purchase or redemption of bonds or
prior lien bonds exceeds the aggregate principal amount of the bonds or
<PAGE>   132
                                       112


prior lien bonds purchased or redeemed shall be paid by the Company to the
Trustee, to be held by it as part of the trust estate, and the cost of all
advertising and publishing shall be paid by the Company, or, if paid by the
Trustee, shall forthwith be repaid to it by the Company upon demand.

     Upon the purchase of bonds or of prior lien bonds pursuant to the
provisions of this Section 8.02, the Trustee shall pay to, or upon the order of,
the Chairman, Chief Executive Officer, President, Vice Chairman, Vice President,
Secretary, Assistant Secretary, or the Treasurer or an Assistant Treasurer of
the Company, or by any other officer selected by the Board of Directors from any
moneys received by the Trustee to be applied by it as a part of the trust
estate, an amount in cash equal to the amount, if any, by which the aggregate
principal amount of bonds or prior lien bonds purchased exceeds the aggregate
purchase price (including accrued interest) paid by the Trustee for such bonds
or prior lien bonds.

     SECTION 8.03. The Company may, at any time at its election (whether at or
prior to the redemption date or maturity of the particular bonds), deposit cash
with the Trustee for the payment or redemption of all the bonds or of any part
thereof specified by the Company at the time of such deposit. No moneys so
deposited by the Company shall be included in the trust estate, but shall be
received by the Trustee in trust for the holders of the bonds to be so paid or
redeemed and shall be paid to them, respectively, on the redemption or maturity
date (or prior thereto payment of the principal, premium, if any, and interest
to the maturity or redemption date may be made with the consent of the Company
and the Trustee), upon the presentation and surrender of their bonds, together,
in the case of redemption, with all unmatured coupons appertaining thereto;
provided, however, that upon surrender by the Company from time to time to the
Trustee for cancellation prior to such redemption or maturity date, of any of
the bonds, with all unmatured coupons appertaining thereto, against which such
deposit shall have been made, the Company shall be entitled to receive from the
Trustee the cash held in respect of such bonds so surrendered.

     Any moneys deposited with the Trustee by the Company for the payment or
redemption of bonds and coupons and remaining unclaimed by the bearers or
registered owners of the bonds or the bearers of the coupons for two years after
the respective date or dates of maturity or redemption of the bonds and coupons
with respect to which such deposits shall have been made, shall, upon
<PAGE>   133
                                       113


the written request of the Company therefor, be repaid by the Trustee to the
Company upon its written receipt therefor; provided, however, that the Trustee,
before being required to make any such payment to the Company, may at the
expense of the Company cause a notice, stating that such moneys remain unclaimed
as aforesaid and that after a date stated therein they will be returned to the
Company, to be published once in an authorized New York newspaper and in an
authorized Detroit newspaper; but the Trustee shall be under no duty to cause
such notice to be published.

     SECTION 8.04. Any cash held by the Trustee, under any of the provisions of
this Indenture, shall at the request of the Company, evidenced by an officers'
certificate, to the extent permitted by law, be invested or reinvested by the
Trustee in any bonds or other obligations of the United States of America
designated by the Company in such officers' certificate; provided that cash held
by the Trustee for the payment or redemption of any bonds or prior lien bonds or
for other disbursement on a fixed future date shall not be invested in such
bonds or other obligations which shall mature after the maturity or redemption
date of the bonds so to be paid or redeemed or after said fixed future date, as
the case may be; and provided further, that the Trustee shall not be required to
make any such investment after it has cancelled and discharged the lien of this
Indenture in accordance with the provisions of Article XVI hereof; and provided
further, that the Trustee shall not be required to make any such investment with
respect to any cash held to pay matured bonds or coupons or to pay the
redemption price for bonds which have been called for redemption. So long as the
Company is not in default hereunder to the knowledge of the Trustees and there
shall not have occurred and be continuing any event of default, any interest on
such bonds or other obligations which may be received by the Trustee shall be
forthwith paid to the Company, except that if any such bonds or other
obligations shall have been purchased by the Trustee at an amount in excess of
the principal amount thereof, all interest received upon such bonds or other
obligations shall be retained by the Trustee until the amount of such interest
so received and retained shall be equal to the amount of such excess thus paid
by the Trustee. Such bonds or other obligations shall be held by the Trustee as
a part of the trust estate, or in trust for the holders of the particular bonds
and coupons for the redemption or payment of which the cash expended shall have
been deposited, as the case may be; but upon a like request of the Company, or
at any time without request of the Company when the Trustee in its discretion
shall deem such action advisable, the Trustee shall sell all or any designated
<PAGE>   134
                                       114


part of the same, but the Trustee shall be under no obligation to make any such
sale unless requested by the Company. The proceeds of any such sale shall be
held by the Trustee subject to the same provisions hereof as the cash used by it
to purchase the bonds or other obligations so sold. In case the net proceeds
(excluding any interest received by the Company and including any interest
received and retained by the Trustee) realized upon any sale shall amount to
less than the amount invested by the Trustee in the purchase of the bonds or
other obligations so sold, the Trustee shall within five days after such sale
notify the Company in writing thereof and within five days thereafter the
Company shall pay to the Trustee the amount of the difference between such
purchase price and such net proceeds, and the amounts so paid shall be held by
the Trustee in like manner and subject to the same conditions as the proceeds
realized upon such sale.

     Whenever the Company, upon any application for which provision is made in
this Indenture in respect of the withdrawal of cash held by the Trustee, shall
become entitled to the payment to it by the Trustee of any moneys theretofore
deposited with, or then held by, the Trustee under this Indenture, the Company
shall accept bonds or other obligations held by the Trustee as part of the trust
estate pursuant to the provisions of this Section 8.04, to the extent that such
bonds or other obligations shall be tendered to it by the Trustee in lieu of
cash, and such bonds or other obligations shall be accepted in lieu of such cash
at the cost thereof to the trust estate, less the amount of any interest thereon
received and retained by the Trustee.

     SECTION 8.05. The Trustee shall,' if so requested in writing by the
Chairman, Chief Executive Officer, President, Vice Chairman or a Vice President
or any other officer selected by the Board of Directors and by the Treasurer or
any Assistant Treasurer of the Company or any other officer selected by the
Board of Directors, consent to the release of any cash received or held by a
trustee or other holder under any prior lien as required or permitted by the
provisions of Article VII hereof upon receipt by the Trustee of A. a certificate
of the trustee under such prior lien that all the conditions for the release of
such cash under such prior lien have been complied with, B. an officers'
certificate stating that such cash was not received by the trustee of such prior
lien in connection with the release of, or in substitution for, property
theretofore bonded hereunder or that such cash is being released upon the same
basis on which cash could be released under this Article VIII, and that all
conditions precedent provided for in this Indenture relating to the release of
such cash have been complied
<PAGE>   135
                                       115


with, and C. an opinion of counsel stating that all conditions precedent
provided for in this Indenture relating to the release of such cash have been
complied with. Subject to the provisions of Section 12.02 hereof, such
certificates and opinion shall be full authority for the Trustee hereunder for
consenting to such release.

     SECTION 8.06. In case the trust estate shall be in the possession of a
receiver or of a trustee in bankruptcy lawfully appointed, or of an assignee for
the benefit of creditors, the powers in and by this Article VIII conferred upon
the Company may be exercised by such receiver, trustee or assignee, with the
approval of the Trustee, regardless of whether or not the Company is in default
hereunder, and in such event a writing, signed by such receiver, trustee or
assignee, may be received by the Trustee in lieu of any officers' certificate
required by the provisions of this Article VIII, and such receiver, trustee or
assignee may make any certificate required by the provisions of this Article
VIII to be made by an officer or officers of the Company, and if the Trustees or
either of them shall be in possession of the trust estate under any provision of
this Indenture, then all the powers by this Article VIII conferred upon the
Company may be exercised by the Trustees or that one of them in possession in
their, its or his discretion.


                                   ARTICLE IX.

                                    REMEDIES.

     SECTION 9.01. In case any one or. more of the following events (in this
Indenture termed "events of default") shall happen and be continuing, that is to
say:

          A. Default shall be made in the due and punctual payment of any
     installment of interest on any of the bonds issued hereunder or in the due
     and punctual payment or satisfaction of any sinking fund obligation, when
     and as such interest installment or sinking fund obligation, as the case
     may be, shall become due and payable as expressed in such bonds or in this
     Indenture or in any indenture supplemental hereto, and such default shall
     continue for a period of sixty days;

          B. Default shall be made in the due and punctual payment of the
     principal of any of the bonds issued hereunder when and as the same shall
     become due and payable as therein and herein expressed or by declaration or
     otherwise (except to the extent provided in subdivision D. hereof) as
     herein provided;
<PAGE>   136
                                       116


          C. Default shall be made in the due and punctual payment of any
     installment of interest on any prior lien bonds when and as the same shall
     become due and payable as therein and in the prior lien securing the same
     expressed, and such default shall continue for the period of grace, if any,
     specified in said prior lien after written notice shall have been given to
     the Company by the Trustee or to the Company and the Trustee by not less
     than twenty-five per cent (25%) of the bondholders, specifying such default
     and requiring the same to be remedied and stating that such notice is a
     "Notice of Default" hereunder;

          D. Default shall be made in the due and punctual payment of any
     installment of any fund required to be applied to the purchase or
     redemption of any of the bonds issued hereunder for a period of sixty days
     after the same shall have become overdue and payable;

          E. Default shall be made in the due and punctual payment of the
     principal of any prior lien bonds, when and as the same shall become due
     and payable either at maturity thereof or by declaration or otherwise,
     under the provisions thereof or of the prior lien securing the same after
     written notice shall have been given to the Company by the Trustee or to
     the Company and the Trustee by not less than twenty-five per cent (25%) of
     the bondholders, specifying such default and requiring the same' to be
     remedied and stating that such notice is a "Notice of Default" hereunder;

          F. Default shall be made in the performance or observance of any other
     of the covenants, agreements or conditions to be kept, observed and
     performed by the Company contained in this Indenture or in any indenture
     supplemental hereto, or in any of the bonds issued hereunder, or in any
     prior lien or prior lien bonds, and such default shall continue for a
     period of ninety days after written notice shall have been given to the
     Company by the Trustee or to the Company and the Trustee by not less than
     twenty-five per cent (25%) of the bondholders, specifying such default and
     requiring the same to be remedied and stating that such notice is a "Notice
     of Default" hereunder;

          G. The Company shall become insolvent or shall admit in writing its
     inability to pay its debts generally as they become due or shall file a
     petition in bankruptcy or shall make an assignment for the benefit of its
     creditors or shall consent to the appointment of a receiver of itself or of
     the whole or any substantial part of the trust estate; or, on a petition in
     bankruptcy filed against it, be adjudicated bankrupt, or an order, judgment
     or decree shall be entered by any court of competent jurisdiction
     appointing, without its consent, a receiver of it or of the whole or any
     substantial part of the trust estate and such adjudication, order, judgment
     or decree shall not have been vacated or set aside or stayed within
     forty-five days after the entry thereof; or the Company shall file a
     petition or answer seeking reorganization under any bankruptcy or
     insolvency law;
<PAGE>   137
                                       117


      or a court of competent jurisdiction shall enter an order, judgment or
      decree approving a petition proposing that a plan of reorganization of the
      Company be effected, or if under the provisions of any law for the relief
      or aid of debtors any court of competent jurisdiction shall assume
      custody, control or supervision of the Company or of the whole or any
      substantial part of the trust estate, and such order, judgment or decree
      or such custody, control or supervision as the case may be, shall not be
      vacated or set aside or otherwise terminated or stayed within forty-five
      days after the entry thereof; or

          H. The Company shall have failed to renew or extend its corporate
     existence upon or prior to expiration thereof under the provisions of its
     articles of incorporation or of law;

then and in each and every such case either the Trustee or not less than
twenty-five per cent (25%) of the bondholders may declare the principal of all
bonds issued hereunder and then outstanding, together with all accrued and
unpaid interest thereon, if not already due, to be due and payable immediately;
and upon any such declaration the same shall become and be due and payable
immediately, anything in this Indenture or in any of the bonds contained to the
contrary notwithstanding. Any such declaration by the Trustee may be made by
notice in writing by the Trustee to the Company, and any such declaration by not
less than twenty-five per cent (25%) of the bondholders may be made by notice in
writing by such bondholders to the Company and to the Trustee.

     SECTION 9.02. In case any one or more of the events of default enumerated
in Section 9.01 hereof shall happen and shall be continuing, then and in each
and every such case the Trustees or either of them, personally or by their
attorneys or agents-

          A. May, do the extent permitted by law, enter into and upon and take
     possession of all the trust estate and each and every part thereof, and
     exclude the Company, its successors or assigns, and its or their agents,
     servants and employees wholly therefrom, and have, hold, use, operate,
     manage and control the same and each and every part thereof and, in the
     name of the Company or otherwise as they shall deem best, conduct the
     business thereof and exercise the franchises pertaining thereto and all the
     rights and powers of the Company, and use all of the then existing
     property, materials, supplies, stores and other assets for that purpose,
     and, at the expense of the trust estate, from time to time, maintain,
     restore, insure and keep insured the properties, plants, equipment and
     apparatus
<PAGE>   138
                                       118


provided or required for use in connection with such business, and likewise,
from time to time, at the expense of the trust estate, make all such necessary
or proper repairs, renewals and replacements, and all such useful alterations,
additions, betterments and improvements as to them shall seem judicious, and
collect and receive all tolls, earnings, income, rents, issues, profits and
revenues of the same and of every part thereof, and after deducting therefrom
the expenses of operation and all expenses incurred hereunder and all other
proper outlays herein authorized and all payments which may be made for taxes,
assessments and other prior liens and charges upon the trust estate or any part
thereof, as well as just and reasonable compensation for their own services and
for the services of such attorneys, agents and assistants as they may in the
exercise of their discretion employ for any of the purposes aforesaid, the
Trustee shall apply the rest and residue of the moneys received by the Trustees
or either of them as follows:

          1. In case the principal of none of the bonds issued hereunder shall
     have become due, to the payment of the interest in default, in order of the
     maturity of the installments of such interest, with, to the extent
     permitted by law, interest on the overdue installments thereof at the same
     rates, respectively, as were borne by the bonds on which such interest
     shall be in default; such payments to be made ratably to the parties
     entitled thereto, without discrimination or preference.

          2. In case the principal of any of the bonds issued hereunder shall
     have become due, by declaration or otherwise, first to the payment of the
     interest in default, in the order of the maturity of the installments
     thereof, with, to the extent permitted by law, interest on the overdue
     installments thereof at the same rates, respectively, as were borne by the
     bonds on which such interest shall be in default, and next to the payment
     of the principal of all bonds then due, issued hereunder; such payments to
     be made ratably to the parties entitled thereto without discrimination or
     preference.

     In case all of such payments and payment of whatever may be payable for any
other purpose required by any provision of this Indenture shall have been made
in full, and no suit to foreclose or enforce this Indenture shall have been
begun or sale made as hereinafter provided, and upon compliance with all other
provisions of this Indenture as to which the Company shall be in default, the
Trustees, after making such provision as to them may seem advisable for the
payment of the next maturing installment of interest to fall due upon the bonds
issued hereunder and then outstanding, shall restore the possession of the trust
estate (other than any cash or securities at the time required to be held by the
Trustee hereunder) to the Company or whosoever shall be entitled thereto.
<PAGE>   139
                                       119


          B. May, to the extent permitted by law, with or without entry, sell,
     subject to the then prior liens, if any, existing thereon or free from such
     of said liens as the Trustee, in its discretion, may elect to discharge, to
     the highest and best bidder all and singular the trust estate and the
     entire right, title, interest, claim and demand of the Company therein and
     thereto, and the right of redemption thereof, at public auction, at such
     place, at such time and upon such terms as the Trustee may fix and briefly
     specify in the notice of sale to be given as herein provided, or as may be
     required by law.

          C. May proceed to protect and enforce their rights and the rights of
     the bondholders under this Indenture by such suit or suits in equity or at
     law, whether for the specific performance of any covenant or agreement
     contained herein or in any indenture supplemental hereto, or in aid of the
     execution of any power herein granted, or for the foreclosure of the lien
     of this Indenture, or for the enforcement of any other appropriate legal or
     equitable remedy, as the Trustees, being advised by counsel, shall deem
     most effectual to perform, protect and enforce any of their duties or
     rights hereunder.

     SECTION 9.03. In case the Trustees shall proceed by suit or suits at law or
in equity after default as above provided, the Trustees shall be entitled to
have the trust estate sold by judicial sale under the order, judgment or decree
of a court or courts of competent jurisdiction, for or toward the satisfaction
of the principal and interest then due or owing on the bonds issued hereunder
then outstanding, and for the enforcement of the rights, liens and securities of
the Trustees and the bondholders, and shall be entitled as a matter of right,
pending such suit or proceedings, to the appointment of a receiver of all the
franchises and properties and of the rents, earnings, revenues, issues, profits
and income of the Company with such powers as the court making such appointment
may confer, whether the trust estate shall or shall not be adequate and
sufficient to pay and satisfy the bonds then outstanding; but notwithstanding
the appointment of any receiver, the Trustee shall be entitled as pledgee to
continue to retain possession and control of any securities and cash at the time
held by the Trustee.

     SECTION 9.04. In the event of any sale, whether made under the power of
sale herein granted or by virtue of judicial proceedings, the whole of the trust
estate (including securities, if any, then held thereunder by the Trustee),
shall be sold in one parcel and as an entirety, unless such sale as an entirety,
in the judgment of the Trustee, shall be impracticable by reason of some statute
or other cause, or unless a majority of the bondholders shall in writing request
<PAGE>   140
                                       120


the Trustee to cause the trust estate to be sold in parcels, in which case the
sale shall be made in such parcels and in such order as may be specified in such
request, but if not so specified, or if no such request is made, as the Trustee
in its discretion shall deem most expedient in the interest of the bondholders,
the Company, for itself, its successors and assigns, and for all persons and
corporations hereafter claiming through or under it or them or who may at any
time hereafter become holders of liens junior to the lien of this Indenture,
hereby expressly waives and releases all right to have the trust estate or any
part thereof marshalled upon any sale, foreclosure, or other enforcement hereof,
and the Trustees, or any court in which the foreclosure of this Indenture or the
administration of the trusts hereby created is sought, shall have the right as
aforesaid to sell the entire trust estate as a whole in a single parcel.

     SECTION 9.05. Notice of any sale pursuant to any provisions of this
Indenture shall state the time and place when and where the sale is to be made,
shall contain a brief general description of the property to be sold and shall
briefly state the terms of the sale, and shall be sufficiently given if
published once in each week for four successive calendar weeks prior to such
sale in an authorized New York newspaper and in an authorized Detroit newspaper,
unless otherwise provided by law.

     SECTION 9.06. The Trustees may adjourn from time to time any sale to be
made by them under the provisions of this Indenture, by announcement at the time
and place appointed for such sale or for such adjourned sale or sales; and
without further notice or publication (unless otherwise required by law), they
may make such sale at the time and place to which the same may be adjourned.

     SECTION 9.07. The receipt or receipts of the Trustee for the purchase money
paid at any such sale, shall be a sufficient discharge therefor to any purchaser
of the property or any part thereof sold as aforesaid; and no such purchaser, or
his representatives, grantees or assigns, after paying such purchase money and
receiving such receipt, shall be bound to see to the application of such
purchase money upon or for any trust or purpose of this Indenture, or in any
manner whatsoever be answerable for any loss, misapplication or non-application
of any such purchase money or any part thereof, or be bound to inquire as to the
authorization, necessity, expediency or regularity of any such sale.
<PAGE>   141
                                       121


     SECTION 9.08. Upon any sale as aforesaid, any purchaser, for the purpose of
making settlement or payment for the property purchased, shall be entitled to
use and apply any bonds issued hereunder and then outstanding, and any matured
and unpaid interest coupons appertaining thereto, by presenting the same so that
there may be credited as paid thereon the sums payable out of the net proceeds
of such sale to the holder of such bonds and coupons as his ratable share of
such net proceeds, after allowing for the proportion of the total purchase price
required to be paid in cash for the cost and expenses of the sale, compensation
and other charges; and thereupon such purchaser shall be credited, on account of
such purchase price payable by him, with the portion of such net proceeds that
shall be applicable to the payment of, and that shall have been credited upon,
the bonds and coupons so presented; and at any such sale any bondholder or the
Trustees or either of them may bid for and purchase such property, and make
payment on account thereof as aforesaid, and upon compliance with the terms of
sale, may hold, retain and dispose of such property without further
accountability therefor.

     SECTION 9.09. Upon the completion of any sale or sales under or by virtue
of this Indenture, the Trustees shall execute and deliver to the purchaser a
good and sufficient deed or other instruments conveying, assigning and
transferring the property sold. The Trustees are hereby irrevocably appointed
the true and lawful attorneys of the Company, in its name and stead, to make all
necessary conveyances, assignments and transfers of property thus sold; and for
that purpose they may execute all necessary deeds and instruments of conveyance,
assignment and transfer, and may substitute one or more persons with like power;
the Company hereby ratifying and confirming all that its said attorneys, or such
substitute or substitutes, shall lawfully do by virtue hereof. Nevertheless, the
Company, if so requested by the Trustees, shall ratify and confirm any such sale
or sales by executing and delivering to the Trustees or to such purchaser all
such instruments as may be necessary or in the judgment of the Trustees proper
for that purpose and as may be designated in such request.

     SECTION 9.10. Any such sale or sales made under or by virtue of this
Indenture, whether under the power of sale herein granted or by virtue of
judicial proceedings, shall operate to divest all right, title, interest, claim
and demand whatsoever, either at law or in equity, of the Company, in and to the
premises sold, and shall be a perpetual bar both at law and in equity, against
the Company, its successors and assigns, and against any and all persons
claiming or to claim the premises sold or any part thereof from, through or
under the Company, or its successors or assigns.
<PAGE>   142

                                       122

     SECTION 9.11. The purchase money, proceeds and avails of any sale, whether
made under the power of sale herein granted or pursuant to judicial proceedings,
shall be paid to the Trustee and, together with any other sums which then may be
held by the Trustee under any provision of this Indenture as part of the trust
estate or the proceeds thereof, shall be applied by it as follows:

     First. To the payment of the costs and expenses of such sale, including
reasonable compensation to the Trustees, their agents, attorneys and counsel,
and of all necessary or proper expenses, liabilities and advances made or
incurred without negligence or bad faith by the Trustees under this Indenture,
and to the payment of all taxes, assessments or liens superior to the lien of
this Indenture, except any taxes, assessments or other superior liens subject to
which such sale shall have been made.

     Second. To the payment of the whole amount then owing or unpaid upon the
bonds issued hereunder and then outstanding for principal and interest, with
interest on overdue principal and, to the extent permitted by law, overdue
installments of interest at the same rates, respectively, as were borne by the
bonds whereof the principal or installments of interest may be overdue, and, in
case such proceeds shall be insufficient to pay in full the whole amount so due
and unpaid upon the bonds, then to the payment of such principal and interest,
without preference or priority of principal over interest, or of interest over
principal, or of any installment of interest over any other installment of
interest, or of any series over any other series ratably according to the
aggregate of such principal and the accrued and unpaid interest. Such payments
shall be made on the date fixed therefor by the Trustee, upon presentation of
the bonds and coupons and stamping thereon the amount paid if such bonds and
coupons be only partly paid, and upon surrender and cancellation thereof if
fully paid.

     Third. To the payment of the surplus, if any, to the Company, its
successors or assigns, or to whosoever may be lawfully entitled to receive the
same, or as a court of competent jurisdiction may direct.

     SECTION 9.12. In case of any sale made under the power of sale herein
granted or pursuant to judicial proceedings, the principal of all the bonds
issued hereunder, if not previously due, thereupon shall become due and payable,
anything in said bonds or in this Indenture contained to the contrary
notwithstanding.


<PAGE>   143
                                       123


     SECTION 9.13. The Company covenants that A. in case default shall be made
in the payment of any interest on any bond or bonds at any time outstanding and
secured by this Indenture and such default shall continue for a period of thirty
days; or B. in case default shall be made in the payment of the principal of any
such bonds when the same shall have become payable, whether at the maturity of
said bonds, or by a declaration as authorized by this Indenture, or upon a sale
as set forth in Section 9.12 hereof, or otherwise, then, upon demand of the
Trustee, the Company will pay to the Trustees, for the benefit of the holders of
the bonds and coupons issued hereunder and then outstanding, the whole amount
then due and payable on all such bonds and coupons then outstanding for interest
or principal, or both, as the case may be, with interest upon the overdue
principal and overdue installments of interest at the same rates, respectively,
as were borne by the bonds whereof the principal or installments of interest
shall be overdue; and, in case the Company shall fail to pay the same forthwith
upon such demand, the Trustees, in their own names and as trustees of an express
trust, shall be entitled to recover judgment against the Company and any other
obligor upon the bonds for the whole amount so due and unpaid.

     The Trustees shall be entitled to recover judgment as aforesaid, either
before or after or during the pendency of any proceedings for the enforcement of
the lien of this Indenture, and the right of the Trustees to recover such
judgment shall not be affected. by any entry or sale hereunder, or by the
exercise of any other right, power or remedy for the enforcement of the
provisions of this Indenture or the foreclosure of the lien thereof, and in the
case of a sale of the trust estate, and of the application of the proceeds of
sale to the payment of the indebtedness hereby secured, the Trustees in their
own names and as trustees of an express trust, shall be entitled to enforce
payment of, and to receive all amounts then remaining due and unpaid upon, any
and all of the bonds and coupons issued hereunder then outstanding, for the
benefit of the holders thereof, and shall be entitled to recover judgment for
any portion of the indebtedness remaining unpaid, with interest, as aforesaid.
No recovery of any such judgment nor attachment nor levy of execution thereunder
upon the trust estate or any part thereof, or upon any other property, shall in
any manner or to any extent affect the lien of this Indenture upon the trust
estate or any part thereof, or any lien, rights, powers or remedies of the
Trustees or of the holders of the bonds issued hereunder, but such lien, rights,
powers and remedies shall continue unimpaired as before.
<PAGE>   144


                                       124


     Any moneys collected by the Trustees under this Section 9.13 shall be paid
to the Trustee and applied by it toward payment of the amounts then due and
unpaid upon such bonds and coupons in respect whereof such moneys shall have
been collected, ratably and without any preference or priority of any kind,
according to the amounts due and payable upon such bonds and coupons,
respectively, at the date fixed by the Trustee for the distribution of such
moneys, upon presentation of the bonds and coupons and stamping such payment
thereon, if partly paid, and upon surrender and cancellation thereof, if fully
paid.

     SECTION 9.14. Subject to the provisions of Section 12.02 hereof, the
Trustees shall have power to institute and to maintain such suits and
proceedings as the Trustee may be advised by counsel shall be necessary or
expedient to prevent any impairment of the security hereunder by any acts of the
Company, or of others, in violation of this Indenture, or which are unlawful, or
as the Trustee may be advised shall be necessary or expedient to preserve and to
protect its interests and the interests of the bondholders in respect of the
trust estate, and in respect of the income, earnings, issues and profits arising
therefrom; including power to institute and to maintain suits or proceedings to
restrain the enforcement of, or compliance with, or the observance of, any
legislative or other governmental enactment, rule or order which the Trustee may
believe to be unconstitutional or otherwise invalid, if the enforcement of,
compliance with, or observance of, such enactment, rule or order would impair
the security hereunder or be prejudicial to the interests of the bondholders or
of the Trustees.

     SECTION 9.15. The Company will not at any time insist upon or plead, or in
any manner whatever claim or take the benefit or advantage of any stay or
extension law now or at any time hereafter in force; nor will it claim, take or
insist on any benefit or advantage from any law now or at any time hereafter in
force providing for the valuation or appraisement of the trust estate or any
part thereof prior to any sale or sales thereof to be made pursuant to any
provisions herein contained or to the decree, judgment or order of any court of
competent jurisdiction; nor after any such sale or sales will it claim or
exercise any right under or conferred by any law now or at any time hereafter in
force, to redeem the property sold or any part thereof; and it hereby expressly
waives and relinquishes all benefit and advantage of any and all such stay,
extension, valuation, appraisement and redemption law or laws; and it hereby
covenants that it will not hinder, delay or impede the execution of any
<PAGE>   145




                                       125

power herein granted and delegated to the Trustees, but that it will suffer and
permit the execution of every such power as though no such law or laws had been
made or enacted.

     SECTION 9.16. At any time hereafter before full payment of the bonds issued
hereunder, and whenever it shall deem it expedient for the better protection or
security of the bonds (although none of the events of default shall have
occurred), the Company, with the consent of the Trustees, may surrender and
deliver to the Trustees full possession of the whole or any part of the trust
estate, for any period fixed or indefinite. In such event, the Trustees shall
enter into and upon the trust estate so surrendered and delivered, and shall
take and receive possession thereof for such period, fixed or indefinite, as
aforesaid, without prejudice, however, to their right at any time subsequently,
when entitled thereto by any provision hereof, to insist upon maintaining and to
maintain such possession beyond the expiration of any such prescribed period and
the Trustees, from the time of such entry, shall work, maintain, use, manage,
control and employ the trust estate, so surrendered and delivered, in accordance
with the provisions of this Indenture, and shall receive and apply the income
and revenues thereof as provided in subdivision A. of Section 9.02 hereof. Upon
application of the Trustees and with the consent of the Company, if none of the
events of default shall have happened and then be continuing, and without such
consent if one or more of the events of default shall have happened and then be
continuing, a receiver may be appointed to take possession of, and to operate,
maintain and manage the trust estate or any part thereof, and the Company shall
transfer and deliver to such receiver possession of the trust estate,
wheresoever the same may be situated; but notwithstanding the appointment of any
receiver, the Trustee shall be entitled as pledgee to continue to retain the
possession and control of any cash or securities at the time held by the Trustee
under this Indenture. In every case, when a receiver of the whole or any part of
the trust estate shall be appointed under this Section 9.16 or otherwise, the
net income and profits of the trust estate shall be paid over to, and shall be
received by, the Trustees for the benefit of the holders of the bonds issued
hereunder.

     SECTION 9.17. Subject to the provisions of Section 12.01 hereof, a majority
of the bondholders shall have the right, by an instrument in writing executed
and delivered to the Trustee, to direct the time, method and place of conducting
any proceeding for any remedy open to the Trustees and of exercising any power
or trust conferred upon the Trustees under this Indenture.

<PAGE>   146
                                       126


     SECTION 9.18. No holder of any bond or coupon issued hereunder shall have
the right to institute any suit, action or proceeding in equity or at law for
the foreclosure of this Indenture, or for the execution of any trust or power
hereof, or for the appointment of a receiver, or for the enforcement of any
other remedy under or upon this Indenture, unless such holder previously shall
have given to the Trustee written notice of some existing default and of the
continuance thereof, as hereinbefore provided; nor unless, also, twenty-five per
cent (25%) of the bondholders shall have requested the Trustees in writing after
the right to exercise such powers, or right of action, as the case may be, shall
have accrued, and shall have afforded to them a reasonable opportunity, either
to proceed to exercise the powers hereinbefore granted, or to institute such
action, suit or proceedings in their own names; nor unless, also, such holder or
holders shall have offered to the Trustees security and indemnity satisfactory
to them against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustees shall have refused or neglected to comply with such
request within a period of ninety days after receipt of such request and offer
of security and indemnity; and, subject to the provisions of Section 12.02
hereof, such notification, request and offer of indemnity are hereby declared,
in every such case, at the option of the Trustees, to be conditions precedent to
the execution of the powers and trusts of this Indenture and to any action or
cause of action for foreclosure or for the appointment of a receiver, or for any
other remedy hereunder; it being understood and intended that no one or more
holders of bonds or coupons issued hereunder shall have any right in any manner
whatever hereunder or under the bonds or coupons by his or their action to
affect, disturb. or prejudice the lien of this Indenture or to enforce any right
hereunder, except in the manner herein provided, and that all proceedings
hereunder, at law or in equity shall be instituted, had and maintained in the
manner herein provided and for the ratable benefit of all holders of such
outstanding bonds and coupons. Nothing herein contained shall, however, affect
or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, and interest on, each of the bonds to the respective
holders thereof at the time and place in the bonds and coupons expressed, or to
affect or impair the right of any bondholder, which is also absolute and
unconditional, to institute suit for the enforcement of any such payment.

     Anything to the contrary notwithstanding contained in this Section 9.18,
the parties to this Indenture and the bondholders agree that the court may in
its discretion require, in any suit for the enforcement of any right or remedy
under
<PAGE>   147
                                       127


this Indenture, or in any suit against the Trustees or either of them for any
action taken or omitted by them, it or him, as Trustees, 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;
provided, however, that the provisions of this paragraph shall not apply to any
suit instituted, directly or through an agent or agents, by the Trustees or
either of them, to any suit instituted by any bondholder, or group of
bondholders, holding in the aggregate more than ten per cent (10%) in principal
amount of the bonds outstanding or to any suit instituted by any bondholder for
the enforcement of the payment of the principal or of interest on his bonds at
and after the maturity of such principal or interest as expressed in such bonds.

     SECTION 9.19. The foregoing provisions of this Article IX are subject to
condition that if, at any time after an event of default and before any sale of
the trust estate shall have been made, all arrears of principal and interest,
with interest upon all overdue principal and overdue installments of interest at
the same rates, respectively, as were borne by the bonds of which the principal
or installments of interest may be overdue, together with the reasonable charges
and expenses of the Trustees, their agents, attorneys and counsel, and all other
sums payable by the Company hereunder, except the principal of, and interest
accrued since the next preceding interest date on, the bonds due and payable
solely by virtue of a declaration made under Section 9.01 hereof, shall either
be paid by the Company or be collected and paid out of the trust estate, and all
other defaults, if any, which shall have occurred, shall have been remedied or
cured, to the reasonable satisfaction of the Trustee--then and in every such
case the Trustees, upon the written request of a majority of the bondholders,
shall waive any such default and its consequences and rescind any declaration
previously made under Section 9.01 hereof that the bonds issued hereunder be and
become due and payable before the maturity thereof; but no such waiver or
rescission shall extend to or affect any subsequent default or impair or exhaust
any right or power consequent thereon.

     In case the Trustees shall have proceeded to enforce any right under this
Indenture by foreclosure, entry or otherwise, and such proceedings shall have
been discontinued or abandoned because of such waiver or for any other reason,
or shall have been determined adversely to the Trustees, then and in every such
case, the Company and the Trustees shall severally and respectively
<PAGE>   148
                                      128


be restored to their former positions and rights hereunder in respect of the
trustee estate, and all rights, remedies and powers of the Trustees shall
continue as though no such proceedings had been taken.

     No delay or omission of the Trustees, or of any holder of bonds issued
hereunder, to exercise any right or power accruing upon or after any default
continuing as aforesaid, shall impair any such right or power or shall be
construed to be a waiver of any such default or an acquiescence therein; and
every power and remedy given hereunder to the Trustees or to the bondholders,
subject to the provisions of Section 9.18 hereof, may be exercised from time to
time and as often as may be deemed expedient by the Trustees or by the
bondholders.

     Except as herein expressly provided to the contrary, no remedy herein
conferred upon or reserved to the Trustees or the holders of bonds issued
hereunder, is intended to be exclusive of any other remedy or remedies; but each
and every such remedy shall be cumulative, and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute.

     SECTION 9.20. The Trustee shall be entitled and empowered either in its own
name or as trustee of an express trust, or as attorney-in-fact for the holders
of the bonds and the holders of the coupons, or in any one or more such
capacities, to file such proof of debt, amendment of proof of debt, claim,
petition or other document as may be necessary or advisable in order to have the
claims of the Trustees and of the holders of bonds and of the coupons allowed in
any equity receivership, insolvency, bankruptcy, liquidation, readjustment,
reorganization or other similar proceedings relative to the Company or any other
obligor upon the bonds, or its or their creditors or property. The Trustee is
hereby irrevocably appointed (and the successive respective holders of the bonds
and of the coupons by taking and holding the same shall be conclusively deemed
to have so appointed the Trustee) the true and lawful attorney-in-fact of the
respective holders of the bonds and coupons, with authority to make or file in
the respective names of the holders of the bonds and/or coupons, or on behalf of
all the holders of the bonds and/or coupons as a class (subject to deduction
from any such claim of the amounts of any claims filed by any of the holders of
the bonds and/or coupons themselves), any proof of debt, amendment of proof of
debt, claim, petition or other documents in any such proceedings and to receive
payment of any sums
<PAGE>   149
                                       129


becoming distributable on account thereof, and to execute any other papers and
documents and do and perform any and all acts and things for and on behalf of
such holders of the bonds and/or coupons, as may be necessary or advisable in
the opinion of the Trustee in order to have the respective claims of the
Trustees and/or the holders of the bonds and coupons against the Company and/or
its property allowed in any such proceeding, and to receive payment of or on
account of such claims; provided, however, that nothing herein contained shall
be deemed to authorize or empower the Trustee to consent to or accept or adopt,
on behalf of any holder of the bonds or coupons, any plan of reorganization or
readjustment of the Company affecting the bonds or coupons.

     SECTION 9.21. All rights, remedies and powers provided by this Article IX
may be exercised only to the extent that the exercise thereof does not violate
any applicable provision of law in the premises, and all the provisions of this
Article IX are intended to be subject to all applicable mandatory provisions of
law that may be controlling in the premises and to be limited to the extent
necessary so that they will not render this Indenture invalid, unenforceable or
not entitled to be recorded or filed under the provisions of any applicable law.


                                   ARTICLE X.

                           CONCERNING THE BONDHOLDERS.

     SECTION 10.01. As to all coupon bonds registered as to principal and as to
all registered bonds without coupons, the person in whose name each such bond
shall be registered shall for all purposes of this Indenture be deemed and
regarded as the absolute owner thereof, and payment of or on account of the
principal of such bond and of or on account of the interest on any such
registered bond without coupons, shall be made only to or upon the order of such
registered owner thereof, but such registration may be changed as herein
provided. All such payments shall be valid and effectual to satisfy and
discharge the liability of the Company upon such bonds to the extent of the sum
or sums so paid. The Company and the Trustees may deem and treat the bearer of
any bond issued hereunder which shall not at the time be registered, and the
bearer of any coupon for interest on any bond, whether such bond be registered
or not, as the absolute owner of such bond or coupon for the purpose of
receiving payment thereof and for all other purposes whatsover, and the Company
and the Trustees shall not be affected by any notice to the contrary.
<PAGE>   150
                                       130


     SECTION 10.02. Any request, declaration or other instrument, which this
Indenture may require or permit to be signed and executed by the bondholders,
may be in any number of instruments of similar tenor, and shall be signed or
executed by such bondholders in person or by attorney appointed in writing.
Proof of the execution of any such request, declaration or other instrument, or
of the writing appointing any such attorney, or of the holding by any person of
the bonds or coupons appertaining thereto, shall be sufficient (subject, insofar
as the Trustee is concerned, to the provisions of Section 12.02 hereof) for any
purpose of this Indenture (except as otherwise herein expressly provided) if
made in the manner provided in Section 14.10 hereof.

     SECTION 10.03. Neither the Trustees nor the Company shall be bound to
recognize any person as a bondholder unless and until, if required, his bond is
submitted for inspection and his title thereto satisfactorily established if
disputed. Any action taken by the Trustees or by the Company pursuant to this
Indenture upon the request of authority or consent of any person who, at the
time of making such request or giving such authority or consent, is the holder
or registered owner of any bond issued hereunder, shall be conclusive and
binding upon all future holders or registered owners of the same bond and bonds
issued in exchange or substitution therefor.

     SECTION 10.04. All rights of action under this Indenture may be enforced by
the Trustees without the possession of any of the bonds or coupons issued
hereunder or the production thereof at any trial or other proceedings relative
thereto.


                                   ARTICLE XI.

                 IMMUNITIES OF OFFICERS, DIRECTORS, INCORPORATORS,
                          SUBSCRIBERS AND STOCKHOLDERS.

     SECTION 11.Ol. No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any bond or coupon issued
hereunder, or because of the creation of any indebtedness hereby secured, shall
be had against any incorporator, or against any past, present or future
subscriber to the capital stock, stockholder, officer or director of the
Company, as such, or of any predecessor or successor corporation either directly
or through the Company or any such predecessor or successor corporation, by the
enforcement of any assessment or penalty, or because of any representation
<PAGE>   151
                                       131


arising from the capitalization of the Company or of any such predecessor or
successor corporation, or by any legal or equitable proceeding by virtue of any
constitution, statute or law or otherwise; it being expressly agreed and
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations and that no personal liability whatever, under any
circumstances or conditions, shall attach to or be incurred by the
incorporators, subscribers to the capital stock, stockholders, officers or
directors, past, present or future, of the Company or of any predecessor or
successor corporation, or any of them, because of the incurring of the
indebtedness hereby authorized, or under or by reason of any of the obligations,
covenants or agreements contained in this Indenture or in any of the bonds or
coupons issued hereunder, or implied therefrom; and that any and all personal
liability of every name and nature, and any and all rights and claims against
every such incorporator, subscribers to the capital stock, stockholder, officer
or director, whether arising at common law or in equity, or created by statute
or constitution, are hereby expressly released and waived by the Trustees and by
each of the bondholders as a condition of, and as part of the consideration for,
the execution of this Indenture and the issue of the bonds and coupons issued
hereunder.

                                  ARTICLE XII.

                                  THE TRUSTEES.

     SECTION 12.01. The Trustees, for themselves and their respective
successors, accept the trusts created by this Indenture upon the terms and
conditions hereof, including the following to all of which the parties hereto
and the holders from time to time of the bonds agree:

     A. The Trustees shall be entitled to reasonable compensation for all
     services rendered by them hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust), and such compensation, as well as the reasonable
     compensation of their counsel, and all other reasonable expenses incurred
     by the Trustees hereunder, and all taxes which may have been assessed
     against the Trustees as such or against any funds on deposit with them
     hereunder which the Trustees may be required or permitted by law to deduct
     from such deposit and to pay, the Company agrees to pay promptly on demand
     from time to time as such services shall be rendered and as such expenses
     shall be incurred. In default of such payment by the Company, the Trustees
     shall have a lien therefor on the property subject to the lien of this
     Indenture and the proceeds thereof prior to the lien of
<PAGE>   152
                                      132

         the bonds and coupons and a lien therefor on any moneys held by the
         Trustees hereunder prior to any rights in such moneys of the holders of
         the bonds and of the coupons. The Company also agrees to indemnify the
         Trustees for, and to hold them harmless against, any loss, liability or
         expense incurred without negligence or bad faith on the part of the
         Trustees, arising out of or in connection with the acceptance or
         administration of this trust, as well as the costs and expenses of
         defending against any claim of liability in the premises.

                  B. The Trustees may execute any of the trusts or powers hereof
         and perform any duty hereunder either directly or by or through agents
         or attorneys.

                  C. The Trustees shall not be responsible in any manner
         whatsoever for the correctness of the recitals herein or in the bonds
         (except as to the Trustee for its certificate of authentication
         thereon) or in the coupons contained, all of which are made by the
         Company solely; and the Trustees shall not be responsible or
         accountable in any manner whatsoever for or with respect to the
         validity or execution or sufficiency of this Indenture, or of any
         indenture supplemental hereto, or of the bonds or coupons, or for the
         value of the property subject to the lien of this Indenture or any part
         thereof, or for the title of the Company thereto, or for the security
         afforded thereby and hereby, or for the validity of any securities at
         any time held hereunder, and the Trustees make no representation with
         respect thereto. The Trustees shall not be accountable for the use or
         application by the Company of any bonds authenticated and delivered
         hereunder or of the proceeds of such bonds, or for the use or
         application of any moneys paid over in accordance with any provision of
         this Indenture.

                  D. The Trustees, subject to the provisions of Section 12.02
         hereof, shall be under no obligation to exercise any of the trusts or
         powers hereof at the request, order or direction of any of the
         bondholders, pursuant to the provisions of this Indenture, unless such
         bondholders shall have offered to the Trustees security or indemnity
         satisfactory to them against the costs, expenses and liabilities to be
         incurred therein or thereby.

                  E. The Trustees may consult with counsel, and, to the extent
         permitted by Section 12.02 hereof, the opinion of such counsel shall be
         full and complete authorization and protection in respect of any action
         taken or suffered by them hereunder in good faith and in accordance
         with the opinion of such counsel.

                  F. The Trustees, to the extent permitted by Section 12.02
         hereof, may rely upon the certificate of the Secretary or one of the
         Assistant Secretaries of the Company, under its corporate seal, as to
         the adoption of any resolution by its Board or stockholders.
<PAGE>   153
                                      133

                  G. Any action taken by the Trustees pursuant to any provision
         hereof at the request or with the consent of any person who at the time
         is the holder of any bond shall be conclusive and binding in respect of
         such bond upon all future holders thereof, whether or not such bond
         shall have noted thereon the fact that such request or consent had been
         made or given.

                  H. The Trustees shall not be personally liable in case of
         entry by them, or either of them, upon the mortgaged and pledged
         property for debts contracted or liability or damages incurred in the
         management or operation of said property.

                  I. The Trustees, to the extent permitted by Section 12.02
         hereof, may rely, and shall be protected in acting upon, any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, consent, order, bond, coupon or other paper or
         document believed by them to be genuine and to have been signed or
         presented by the proper party or parties.

                  J. All moneys received by the Trustee under or pursuant to any
         provision of this Indenture (including any moneys received by it as
         paying agent) shall constitute trust funds for the purposes for which
         they were paid or are held, but need not be segregated in any manner
         from any other moneys and may be deposited by the Trustee, under such
         conditions as may be prescribed by law, in its general banking
         department.

         SECTION 12.02. None of the provisions of this Indenture shall be
construed as relieving either of the Trustees from liability for its or his own
negligent action, its or his own negligent failure to act, or its or his own
wilful misconduct, except that, anything in this Indenture contained to the
contrary notwithstanding:

                  A. Unless and until an event of default shall have happened
         which at the time is continuing,

                           1. neither of the Trustees shall be liable except for
                  the performance of such duties as are specifically set out in
                  this Indenture, and no implied covenants or obligations shall
                  be read into this Indenture against the Trustees, whose duties
                  and obligations shall be determined solely by the express
                  provisions of this Indenture; and

                           2. the Trustees may conclusively rely, as to the
                  truth of the statements and the correctness of the opinions
                  expressed therein, in the absence of bad faith on the part of
                  the Trustees, upon certificates and opinions conforming to the
                  requirements of this Indenture; but in the case of any such
                  certificates or opinions which, by the provisions of this
                  Indenture, are specifically required to be furnished to the
                  Trustees, the Trustees shall be under a duty to examine the
                  same to determine whether or not they conform to the
                  requirements of this Indenture;
<PAGE>   154
                                      134

                  B. The Trustee shall not be liable to any holder of bonds or
         coupons or to any other person for any error of judgment made in good
         faith by a responsible officer or officers of the Trustee, unless it
         shall be proved that the Trustee was negligent in ascertaining the
         pertinent facts; and the Individual Trustee shall not be liable to any
         holder of bonds or coupons or to any other person for any error of
         judgment made in good faith, unless it be proved that he was negligent
         in ascertaining the pertinent facts; and

                  C. The Trustees shall not be liable to any holder of bonds or
         coupons or to any other person with respect to any action taken or
         omitted to be taken by them in good faith, in accordance with the
         direction of the holders of a majority of the bonds at the time
         outstanding under this Indenture, relating to the time, method and
         place of conducting any proceeding for any remedy available to them or
         exercising any trust or power conferred upon them by this Indenture.

         If an event of default shall have happened, then, so long as the same
shall be subsisting, each of the Trustees shall exercise such of the rights and
powers vested in them respectively by this Indenture, and shall use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

         Notwithstanding any provisions of this Indenture authorizing the
Trustees conclusively to rely upon any certificates or opinions, the Trustees
may, but to the extent permitted by this Section 12.02 need not, require any
further evidence or make any further investigation as to the facts or matters
stated therein which they may, in good faith, deem reasonable in the
circumstances; and the Trustees shall, if requested in writing so to do by the
holders of not less than a majority in principal amount of the bonds then
outstanding hereunder, require such further evidence or make such further
investigation, provided, however, that, if the payment within a reasonable time
to the Trustees of the cost, expenses and liabilities likely to be incurred by
them in making such investigation is not reasonably assured to the Trustees by
the security afforded to them by the terms of this Indenture, the Trustees may
require reasonable indemnity against such expense or liability as a condition to
so proceeding.

         If the Trustees shall determine or shall be requested, as aforesaid, to
make such further investigation, they shall be entitled to examine the books,
records and premises of the Company; and unless satisfied, with or without such
<PAGE>   155
                                      135

investigation, of the truth and accuracy of the matters stated in such
certificates or opinions, they shall be under no obligation to grant any
application or take or permit any action hereunder. The reasonable expense of
every such examination shall be paid by the Company, or, if paid by the
Trustees, shall be repaid by the Company, upon demand, with interest at the rate
of five per cent (5%) per annum, and until such repayment shall be secured by a
lien on the property which is subject to the lien of this Indenture and the
proceeds thereof prior to the lien of the bonds and coupons.

         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 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 12.03. The Trustees shall give to the bondholders, in the
manner and to the extent provided in subdivision C. of Section 12.10, notice of
the happening of all defaults known to them within ninety days after the
occurrence thereof, or promptly after such default becomes known to them if they
learn of such default after said ninety-day period, but in the case of any
default of the character specified in subdivision F. of Section 9.01 hereof, no
such notice shall be given until at least sixty days after the occurrence
thereof; provided, that, except in the case of a default resulting from the
failure to make any payment of principal of or interest on the bonds, or in the
payment of any sinking or purchase fund installment, the Trustees may withhold
such notice if and so long as the board of directors, the executive committee,
or a trust committee of directors and/or responsible officers, of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the bondholders. For the purposes of this Section 12.03, the term "default"
shall mean any event which is, or after notice or lapse of time or both would
become, an event of default.

         Nothing herein contained shall require the Trustees to give any notice
of any default which has been cured.

         SECTION 12.04. If the Trustee or the Individual Trustee has or shall
acquire any conflicting interest as defined in this Section 12.04, it or he
shall, within ninety days after ascertaining that it or he has such conflicting
interest, either eliminate such conflicting interest or resign, such resignation
to become
<PAGE>   156
                                      136

effective upon the appointment of a successor and such successor's acceptance of
such appointment, and the Company shall take prompt steps to have a successor
appointed in the manner provided in Section 12.06 hereof. For the purposes of
this Section 12.04 the Trustee or the Individual Trustee shall be deemed to have
a conflicting interest if:

                  A. the Trustee or the Individual Trustee is trustee under
         another indenture under which any other securities, or certificates of
         interest or participation in other securities, of the Company are
         outstanding, unless such other indenture is a collateral trust
         indenture under which the only collateral consists of bonds issued and
         outstanding under this Indenture, provided, however, that there shall
         be excluded from the operation of this subdivision A. of Section 12.04
         any indenture or indentures under which other securities or
         certificates of interest or participation in other securities of the
         Company are outstanding, if the Company shall have sustained the burden
         of proving, on application to the Securities and Exchange Commission
         and after opportunity for hearing thereon, that trusteeship under this
         Indenture and under such other indenture is not so likely to involve a
         material conflict of interest as to make it necessary in the public
         interest or for the protection of investors to disqualify the Trustee
         or the Individual Trustee, as the case may be, from acting as such
         under one of such indentures;

                  B. the Trustee or any of its directors or executive officers
         or the Individual Trustee is an obligor upon the bonds issued under
         this Indenture or an underwriter for the Company;

                  C. the Trustee or the Individual Trustee directly or
         indirectly controls or is directly or indirectly controlled by or is
         under direct or indirect common control with the Company or an
         underwriter for the Company;

                  D. the Trustee any of its directors or executive officers or
         the Individual Trustee is a director, officer, partner, employee,
         appointee, or representative of the Company or of an underwriter (other
         than the Trustee or the Individual Trustee) for the Company who is
         currently engaged in the business of underwriting, except that 1. one
         individual may be a director and/or an executive officer of the Trustee
         and also a director and/or an executive officer of the Company, but may
         not be at the same time an executive officer of both the Trustee and of
         the Company, and 2. if and so long as the number of directors of the
         Trustee in office is more than nine, one additional individual may be a
         director and/or an executive officer of the Trustee and a director of
         the Company, and 3. the Trustee or the Individual Trustee may be
         designated by the Company or by any underwriter for the Company, to act
         in the capacity of transfer agent, registrar, custodian, paying agent,
         fiscal agent, escrow agent, or
<PAGE>   157
                                      137

         depositary, or in any other similar capacity, or, subject to the
         provisions of subdivision A. of this Section 12.04, to act as trustee,
         whether under an indenture or otherwise;

                  E. ten per cent (10%) or more of the voting securities of the
         Trustee is beneficially owned either by the Company or by any director,
         partner or executive officer of the Company or twenty per cent (20%) or
         more of such voting securities is beneficially owned, collectively, by
         any two or more of such persons; or ten per cent (10%) or more of the
         voting securities of the Trustee is beneficially owned either by an
         underwriter for the Company or by any director, partner or executive
         officer of any such underwriter, or is beneficially owned,
         collectively, by any two or more such persons;

                  F. the Trustee or the Individual Trustee is the beneficial
         owner of, or holds as collateral security for an obligation which is in
         default as hereinafter in this Section 12.04 defined, 1. five per cent
         (5%) or more of the voting securities, or ten per cent (10%) or more of
         any other class of security, of the Company, not including bonds issued
         under this Indenture and securities issued under any other indenture of
         the Company under which the Trustee or the Individual Trustee is also
         trustee, or 2. ten per cent (10%) or more of any class of security of
         any underwriter for the Company;

                  G. the Trustee or the Individual Trustee is the beneficial
         owner of, or holds as collateral security for an obligation which is in
         default as hereinafter in this Section 12.04 defined, five per cent
         (5%) or more of the voting securities of any person who, to the
         knowledge of the Trustee or the Individual Trustee owns ten per cent
         (10%) or more of the voting securities of, or controls directly or
         indirectly or is under direct or indirect common control with, the
         Company;

                  H. the Trustee or the Individual Trustee is the beneficial
         owner of, or holds as collateral security for an obligation which is in
         default as hereinafter in this Section 12.04 defined, ten per cent
         (10%) or more of any class of security of any person who, to the
         knowledge of the Trustee or the Individual Trustee owns fifty per cent
         (50%) or more of the voting securities of the Company; or

                  I. the Trustee or the Individual Trustee owns, on May 15 in
         any calendar year, in the capacity of executor, administrator,
         testamentary or inter vivos trustee, guardian, committee or
         conservator, or in any other similar capacity, an aggregate of
         twenty-five per cent (25%) or more of the voting securities, or of any
         class of security, of any person, the beneficial ownership of a
         specified percentage of which would have constituted a conflicting
         interest under subdivision F., G. or H. of this Section 12.04. As to
         any of such securities of which the Trustee or the
<PAGE>   158
                                      138

         Individual Trustee acquired ownership through becoming executor,
         administrator or testamentary trustee of an estate which included them,
         the provisions of the preceding sentence shall not apply, for a period
         of not more than two years from the date of such acquisition, to the
         extent that such securities included in such estate do not exceed
         twenty-five per cent (25%) of such voting securities or twenty-five per
         cent (25%) of any such class of security. Promptly after May 15 in each
         calendar year, the Trustee and the Individual Trustee shall make a
         check of its and his holdings of such securities in any of the
         above-mentioned capacities; as of such May 15. If the Company fails to
         make payment in full of principal or interest upon the bonds
         outstanding under this Indenture when and as the same becomes due and
         payable, and such failure continues for thirty days thereafter, the
         Trustee and the Individual Trustee shall make a prompt check of its and
         his holdings of such securities in any of the above-mentioned
         capacities as of the date of the expiration of such thirty-day period,
         and after such date, notwithstanding the foregoing provisions of this
         subdivision I., all such securities so held by the Trustee or the
         Individual Trustee, with sole or joint control over such securities
         vested in it or him, shall, but only so long as such failure shall
         continue, be considered as though beneficially owned by the Trustee or
         the Individual Trustee, for the purposes of subdivisions F., G. and H.
         of this Section 12.04.

         In the event that any person shall at any time become an obligor upon
any of the bonds, so long as such person shall continue to be such obligor the
provisions of the foregoing subdivisions A. to I., inclusive, of this Section
12.04 shall be applicable to the Trustee and the Individual Trustee and such
obligor with the same effect as if the name of such obligor were substituted for
that of the Company in said provisions.

         The specification of percentages in subdivisions E. to I., inclusive,
of this Section 12.04 shall not be construed as indicating that the ownership of
such percentages of the securities of a person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
subdivision C. or G. of this Section 12.04.

         For the purposes of subdivisions F., G., H. and I. of this Section
12.04, 1. the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust companies, or banking
firms, or any certificate of interest or participation in any such note or
evidence of
<PAGE>   159
                                      139

indebtedness; 2. an obligation shall be deemed to be in default when a default
in payment of principal shall have continued for thirty days or more, and shall
not have been cured; and 3. the Trustee or the Individual Trustee shall not be
deemed the owner or holder of a) any security which it or he holds as collateral
security (as trustee or otherwise) for an obligation which is not in default as
defined in clause 2. above, or b) any security which it or he holds as
collateral security under this Indenture, irrespective of any default hereunder,
or c) any security which it or he holds as agent for collection, or as a
custodian, escrow agent or depositary, or in any similar representative
capacity.

         For the purposes of this Section 12.04, the term "underwriter," when
used with reference to the Company or any other obligor upon any of the bonds,
means every person, who, within three years prior to the time as of which the
determination is made, has purchased from the Company of such obligor with a
view to, or has sold for the Company or such obligor in connection with, the
distribution of any security of the Company or such obligor outstanding at such
time, or has participated or has had a direct or indirect participation in any
such undertaking, or has participated or has had a participation in the direct
or indirect underwriting of any such undertaking, but such term shall not
include a person whose interest was limited to a commission from an underwriter
or dealer not in excess of the usual and customary distributors' or sellers'
commission.

         For the purposes of this Section 12.04, the term "person" means an
individual, a corporation, a partnership, an association, a joint stock company,
a trust, any unincorporated organization or a government or political
subdivision thereof.

         For the purposes of this Section 12.04, the percentages of voting
securities and other securities referred to in subdivisions E. to I., inclusive,
shall be calculated in accordance with the following provisions:

                  (1) A specified percentage of the voting securities of a
         person means such amount of the outstanding voting securities of such
         person as entitles the holder or holders thereof to cast such specified
         percentage of the aggregate votes which the holders of all the
         outstanding voting securities of such person are entitled to cast in
         the direction or management of the affairs of such person.

                  (2) A specified percentage of a class of securities of a
         person means such percentage of the aggregate amount of securities of
         the class outstanding.
<PAGE>   160
                                      1 4 0

                  (3) The term "amount," when used in regard to securities,
         means the principal amount if relating to evidences of indebtedness,
         the number of shares if relating to capital shares, and the number of
         units if relating to any other kind of security.

                  (4) The term "outstanding" means issued and not held by or for
         the account of the issuer. The following securities shall not be deemed
         outstanding within the meaning of this definition:

                           (i) Securities of an issuer held in a sinking fund
                  relating to securities of the issuer of the same class;

                           (ii) Securities of an issuer held in a sinking fund
                  relating to another class of securities of the issuer, if the
                  obligation evidenced by such other class of securities is not
                  in default as to principal or in interest or otherwise;


                           (iii) Securities pledged by the issuer thereof as
                  security for an obligation of the issuer not in default as to
                  principal or interest or otherwise; and

                           (iv) Securities held in escrow if placed in escrow by
                  the issuer thereof.

                  Provided, however, that any voting securities of an issuer
         shall be deemed outstanding if any person other than the issuer is
         entitled to exercise the voting rights thereof.

                  (5) A security shall be deemed to be of the same class as
         another security if both securities confer upon the holder or holders
         thereof substantially the same rights and privileges; provided,
         however, that, in the case of secured evidences of indebtedness, all of
         which are issued under a single indenture, differences in the interest
         rates or maturity dates of various series thereof shall not be deemed
         sufficient to constitute such series different classes; and provided,
         further, that, in the case of unsecured evidences of indebtedness,
         differences in the interest rates or maturity dates thereof shall not
         be deemed sufficient to constitute them securities of different
         classes, whether or not they are issued under a single indenture.

         SECTION 12.05. If the Trustee shall at any time cease to be a bank or
trust company in good standing organized and doing business under the laws of
the United States or of any State and having its principal office in the Borough
of Manhattan, The City of New York, New York, or in Detroit, Michigan, or in any
other city in the United States of America approved by a certified resolution
and having a combined capital and surplus of not less than Five Million Dollars
($5,000,000), which is authorized under the laws of the
<PAGE>   161
                                       141

jurisdiction of incorporation to exercise corporate trust powers and is subject
to supervision or examination by Federal or State authority, then the Trustee
shall resign within thirty days thereafter, such resignation to become effective
upon the appointment of a successor Trustee and such successor's acceptance of
such appointment. If the Trustee publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, the combined capital and surplus of the Trustee shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If the Trustee shall fail or refuse to resign
within said period, or if the Trustee or the Individual Trustee has or shall
acquire any conflicting interest of the character specified in Section 12.04 and
shall fail or refuse either to eliminate such conflicting interest or to resign
within the period in said Section 12.04 provided in respect of such resignation,
then A. the Trustee or the Individual Trustee, as the case may be, shall, within
ten days after the expiration of said period, transmit notice of such failure or
refusal to the bondholders in the manner and to the extent provided in
subdivision C. of Section 12.10 hereof; and B. any bondholder, who has been the
bona fide holder of a bond for at least six months, may, subject to the
provisions of Section 9.18 hereof, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee or the Individual Trustee, as the case may be, and the appointment of a
successor, if the Trustee or the Individual Trustee, as the case may be, fails,
after written request therefor by such bondholder, to comply with the provisions
of said Section 12.04.

         SECTION 12.06. The Trustee and any successor to the Trustee may resign
and be discharged from the trust created by this Indenture by giving notice
thereof in writing to the Company specifying the date when such resignation
shall take effect, and by giving notice thereof to the bondholders, in the
manner and to the extent provided in subdivision C. of Section 12.10 hereof, and
by publishing such notice at least once in an authorized New York newspaper and
in an authorized Detroit newspaper. Subject to the provisions of Sections 12.04
and 12.05 hereof, such resignation shall take effect on the date specified in
such notice unless previously a successor Trustee shall have been appointed as
hereinafter provided, in which event such resignation shall take effect upon the
appointment of such successor Trustee. The Individual Trustee and any successor
to the Individual Trustee may resign at any time and be discharged from the
trusts hereby created by giving the Trustee and the Company notice in writing of
such resignation, specifying a date when such resignation shall
<PAGE>   162
                                      142

take effect. Such resignation shall, subject to the provisions of Sections 12.04
and 12.05 hereof, take effect on the day specified in such notice unless
previously a successor trustee shall have been appointed as hereinafter
provided, in which event such resignation shall take effect immediately upon the
appointment of such a successor trustee.

         Either of the Trustees or any successor trustee may be removed at any
time by the holders of a majority in principal amount of the bonds issued
hereunder and at the time outstanding, upon payment to the trustee so removed of
all moneys then due to it or him hereunder, by an instrument or concurrent
instruments in writing, signed in duplicate by such holders. One copy shall be
filed with the Company and the other with the trustee so removed.

         The Individual Trustee and any successor to the Individual Trustee may
be removed at any time by an instrument in writing signed in duplicate by the
Trustee, one copy of which shall be filed with the Company and the other
delivered to the Individual Trustee so removed.

         In case at any time either of the Trustees or any successor trustee
shall resign, die, be dissolved or be removed or otherwise shall become
disqualified to act or incapable of acting, or in case control of the Trustee or
of any successor trustee, or of its officers shall be taken over by any public
officer or officers, a successor trustee may be appointed by the holders of a
majority in principal amount of the bonds issued hereunder and at the time
outstanding by an instrument or concurrent instruments in writing signed in
duplicate by such holders, and filed, one copy with the retiring trustee and the
other with the successor trustee, notification thereof being given to the
Company by such successor trustee; but until a successor trustee shall be so
appointed by the bondholders as herein authorized, the Company, by an instrument
in writing, executed by order of its Board of Directors, shall in any such case
appoint a successor to the Trustee and the Trustee shall, by an instrument in
writing in any such case, appoint a successor to the Individual Trustee. Every
such successor to the Trustee so appointed by the bondholders, by a court of
competent jurisdiction or by the Company shall be a bank or trust company in
good standing organized and doing business under the laws of the United States
or of any State, having its principal office in the Borough of Manhattan, The
City of New York, New York, or in Detroit, Michigan, or in any other city in the
United States of America approved by a certified resolution and A. which shall
be a corporation having a combined capital and surplus of not less
<PAGE>   163
                                      143

than Five Million Dollars ($5,000,000), B. which shall be authorized under the
laws of the jurisdiction of incorporation to exercise corporate trust powers,
and C. which shall be subject to supervision or examination by a Federal or
State authority. If such successor Trustee publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or
examining authority, the combined capital and surplus of such successor Trustee
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. Every such successor trustee appointed
by the bondholders or by the Trustee in succession to the Individual Trustee
shall always be an individual, a citizen of the United States of America, unless
otherwise required by law.

         Anything hereinabove to the contrary notwithstanding, in case at any
time the Individual Trustee, or any successor thereto, shall die, become
incapable of acting, resign or be removed, all the estates, properties, rights,
powers, trusts, duties and obligations of the Trustees hereunder shall vest in
and be exercised by the Trustee, without the appointment of a successor
Individual Trustee.

         If in a proper case no appointment of a successor to the Trustee or of
a successor to the Individual Trustee shall be made pursuant to the foregoing
provisions of this Article XII within thirty days after a vacancy shall have
occurred in the office of trustee, the holder of any bond or the retiring
Trustee or Individual Trustee may apply to any court (State or Federal) having
jurisdiction to appoint a successor trustee, and such court may thereupon, after
such notice, if any, as such court may deem proper and prescribe, appoint a
successor to the Trustee or to the Individual Trustee, as the case may be.

         SECTION 12.07. Any successor trustee appointed hereunder shall execute,
acknowledge and deliver to its or his predecessor trustee and also to the
Company, an instrument in writing accepting such appointment hereunder, and
thereupon such successor trustee, without any further act, deed or conveyance,
shall become fully vested with all the estates, authority, rights, trusts,
powers, duties and obligations of its or his predecessor trustee and be entitled
to the immediate delivery by such predecessor trustee of any part of the trust
estate in the hands or under the control of such predecessor trustee and all the
estate, right, title and interest of such predecessor trustee in the trust
estate shall wholly cease and determine; but, on the written request of the
Company or the successor trustee, such retiring trustee shall, upon the
<PAGE>   164
                                      144

payment of its charges, execute, acknowledge and deliver an appropriate
instrument in writing transferring to such successor trustee upon the trusts
herein expressed, all the estates, properties, rights, powers and trusts of the
predecessor trustee so ceasing to act (but may retain and reserve its lien upon
the trust estate for its reasonable compensation and expenses, if any thereof
remain unpaid), and shall duly assign, transfer and deliver all property and
moneys held by such trustee to the successor trustee, it being understood that
all securities, cash and other pledged property the custody of which is given to
the Trustee, shall always be in its custody or in that of its proper successor
in trust. Should any deed, conveyance or instrument in writing from the Company
be required by the successor trustee for more fully and certainly vesting in,
and confirming to, such successor trustee such estates, rights, powers and
duties, any and all such deeds, conveyances and instruments in writing shall be
executed, acknowledged and delivered by the Company to the successor trustee
upon the latter's request. The Company shall promptly give notice of the
appointment of any successor trustee to the bondholders in the manner and to the
extent provided in subdivision C. of Section 12.10 hereof and by publishing such
notice at least once in an authorized New York newspaper and in an authorized
Detroit newspaper.

         SECTION 12.08. Any corporation into which the Trustee or any successor
to the Trustee may be merged or converted or with which it or any successor
trustee may be consolidated, or any corporation resulting from any merger or
conversion or consolidation to which the Trustee or any successor to the Trustee
may be a party, shall be the successor of the Trustee under this Indenture,
without the execution or filing of any instrument or the performance of any
further act on the part of the parties hereto.

         In case any of the bonds to be issued hereunder shall have been
authenticated but not delivered, any successor to the Trustee may adopt the
certificate of authentication of the Trustee or of any successor to it, and
deliver the same as so authenticated; and in case any of the bonds shall not
have been authenticated, any successor to the Trustee may authenticate such
bonds in its own name; and in all such cases such certificate shall have the
full force which it is anywhere in the bonds or in this indenture provided that
the certificate of the Trustee shall have.

         SECTION 12.09. A. If the Trustee or the Individual Trustee, as the case
may be, in its or his individual capacity shall be or shall become a creditor,
directly or indirectly, secured or unsecured, of the Company (other than in a
<PAGE>   165
                                      145

relationship of the nature specified in subdivision F. of this Section 12.09)
within four months prior to a default, as defined in subdivision E. of this
Section 12.09, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee or the Individual Trustee, as the case may
be, shall set apart and hold in a special account for the benefit of the Trustee
or the Individual Trustee, as the case may be, in their individual capacities,
and of the indenture security holders, as defined in subdivision E of this
Section 12.09:

                  1. an amount equal to any and all reductions in the amount due
         and owing to the Trustee or the Individual Trustee, as the case may be,
         upon any claim as such creditor in respect of principal or interest,
         effected after the beginning of such four months' period and valid as
         against the Company and its other creditors except any such reduction
         resulting from the receipt or disposition of any property described in
         paragraph 2. of this subdivision A., or from the exercise of any right
         of setoff which the Trustee or the Individual Trustee, as the case may
         be, could have exercised if a petition in bankruptcy had been filed by.
         or against the Company upon the date of such default; and

                  2. all property received by the Trustee or the Individual
         Trustee, as the case may be, in respect of any claim as such creditor,
         either as security therefor or in satisfaction or composition thereof
         or otherwise, after the beginning of such four months' period or an
         amount equal to the proceeds of any such property, if disposed of,
         subject, however, to the rights, if any, of the Company and its other
         creditors in such property or such proceeds.

         B. Nothing contained in this Section 12.09 shall affect the right of
the Trustee or the Individual Trustee, as the case may be:

                  1. to retain for its or his own account a) payments made on
         account of any such claim described in subdivision A. of this Section
         12.09 by any person, other than the Company, who is liable thereon, and
         b) the proceeds of the bona fide sale of any such claim by the Trustee
         or the Individual Trustee, as the case may be, to a third person, and
         c) distributions made in cash, securities or other property in respect
         of claims filed against the Company in bankruptcy or receivership or in
         proceedings for reorganization pursuant to the Bankruptcy Act or
         applicable State law;

                  2. to realize, for its or his own account, upon any property
         held by the Trustee or the Individual Trustee, as the case may be, as
         security for any such claim, if such property was so held prior to the
         beginning of such four months' period;
<PAGE>   166
                                      146

                  3. to realize, for its or his own account, but only to the
         extent of the claim hereinafter mentioned, upon any property held by
         the Trustee or the Individual Trustee, as the case may be, as security
         for any such claim, if such claim was created after the beginning of
         such four months' period and such property was received as security
         therefore simultaneously with the creation thereof, and if the Trustee
         or the Individual Trustee, as the case may be, shall sustain the burden
         of proving that at the time such property was so received the Trustee
         or the Individual Trustee, as the case may be, had no reasonable cause
         to believe that a default, as defined in subdivision E. of this Section
         12.09, would occur within four months; or

                  4. to receive payment on any claim referred to in paragraphs
         2. or 3. of this subdivision B. against the release of any property
         held as security for any such claim as provided in such paragraphs 2.
         or 3., as the case may be, to the extent of the fair value of such
         property.

         For the purposes of paragraphs 2., 3. and 4. of this subdivision B.,
property substituted after the beginning of such four months' period for
property held as security at the time of such substitution shall, to the extent
of the fair value of the property released, have the same status as the property
released, and, to the extent that any such claim referred to in paragraphs 2.,
3. and 4. of this subdivision B. is created in renewal of or in substitution for
or for the purpose of repaying or refunding any preexisting claim of the Trustee
or the Individual Trustee, as the case may be, as such creditor, such claim
shall have the same status as such preexisting claim of the Trustee or the
Individual Trustee, as the case may be.

         C. If the Trustee or the Individual Trustee, as the case may be, shall
be required to account, as in this Section 12.09 provided, the funds and
property held in such special account and the proceeds thereof shall be
apportioned between the Trustee or the Individual Trustee and the indenture
security holders in such manner that the Trustee or the Individual Trustee, as
the case may be, and the indenture security holders realize, as a result of
payments from such special account and payments of dividends on claims filed
against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Bankruptcy Act or applicable State law, the same
percentage of their respective claims, figured before crediting to the claim of
the Trustee or the Individual Trustee, as the case may be, anything on account
of the receipt by the Trustee or the Individual Trustee, as the case may be,
from the Company of the funds and property in such special account and before
crediting to the respective claims of the Trustee or the Individual Trustee, as
the case may be, and the indenture security holders dividends on
<PAGE>   167
                                      147

claims filed against the Company in bankruptcy or receivership or in proceedings
for reorganization pursuant to the Bankruptcy Act or applicable State law, but
after crediting thereon receipts on account of the indebtedness represented by
their respective claims from all sources other than from such dividends and from
the funds and property so held in such special account. As used in this
subdivision C. with respect to any claim the term "dividends" shall include any
distribution with respect to such claim in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Bankruptcy Act or applicable
State law, whether such distribution is made in cash, securities, or other
property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy,
receivership, or proceeding for reorganization is pending shall have
jurisdiction 1. to apportion between the Trustee or the Individual Trustee, as
the case may be, and the indenture security holders in accordance with the
provisions of this subdivision C., the funds and property held in such special
account and the proceeds thereof, or 2. in lieu of such apportionment, in whole
or in part, to give to the provisions of this subdivision C. due consideration
in determining the fairness of the distributions to be made to the Trustee or
the Individual Trustee, as the case may be, and the indenture security holders
with respect to their respective claims, in which event it shall not be
necessary to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or to
make a specific allocation of such distributions as between the secured and
unsecured portions of such claims, or otherwise to apply the provisions of this
subdivision C. as a mathematical formula.

         D. In case the Trustee or the Individual Trustee, as the case may be,
shall have resigned or been removed after the beginning of such four months'
period, it or he shall nevertheless be subject to the provisions of this Section
12.09 as though such resignation or removal had not occurred. If the Trustee or
the Individual Trustee, as the case may be, shall have resigned or been removed
prior to the beginning of such four months' period, it or he shall nevertheless
be subject to the provisions of this Section 12.09, if and only if the receipt
of property or reduction of claim which would have given rise to the obligation
to account, if the Trustee or the Individual Trustee, as the case may be, had
continued as such Trustee or Individual Trustee, occurred after the beginning of
such four months' period and within four months after such resignation or
removal.
<PAGE>   168
                                      148

         E. As used in this Section 12.09 the term "default" means any failure
to make payment in full of principal or interest, when and as the same becomes
due and payable, upon the bonds outstanding under any indenture which has been
qualified under the Trust Indenture Act of 1939, and under which the Trustee or
the Individual Trustee is also a trustee and the Company is obligor.

         As used in this Section 12.09 the term "indenture security holders"
means all holders of securities outstanding under any such indenture under which
any default exists.

         In the event that any person shall at any time become an obligor upon
any of the indenture securities, so long as such person shall continue to be
such obligor the provisions of this Section 12.09, in addition to being
applicable to the Trustee, the Individual Trustee and the Company, shall be
applicable to the Trustee, the Individual Trustee and such obligor with the same
effect as if the name of such obligor were substituted for the Company in this
Section 12.09.

                  F. Neither the Trustee nor the Individual Trustee shall be
         required to account, as provided in this Section 12.09, if the
         creditor. relationship arises from:

                           1. the ownership or acquisition of securities issued
                  under any indenture, or any security or securities having a
                  maturity of one year or more at the time of acquisition by the
                  Trustee or the Individual Trustee, as the case may be;

                           2. advances authorized by a receivership or
                  bankruptcy court of competent jurisdiction, or by the terms
                  and provisions of this Indenture, for the purpose of
                  preserving the property subject to the lien hereof or of
                  discharging tax liens or other prior liens or encumbrances on
                  the trust estate, if notice of such advance and of the
                  circumstances surrounding the making thereof is given to the
                  indenture security holders, as defined in subdivision E. of
                  this Section 12.09, at the time and in the manner provided in
                  this Indenture;

                           3. disbursements made in the ordinary course of
                  business in the capacity of trustee under an indenture,
                  transfer agent, registrar, custodian, paying agent, fiscal
                  agent or depository, or other similar capacity;

                           4. an indebtedness created as a result of services
                  rendered or premises rented; or an indebtedness created as a
                  result of goods or securities sold in a cash transaction, as
                  defined in this Section 12.09;
<PAGE>   169
                                       149

                           5. the ownership of stock or of the other securities
                  of a corporation organized under the provisions of Section
                  25(a) of the Federal Reserve Act, as amended, which is
                  directly or indirectly a creditor of the Company or any other
                  obligor upon the bonds issued under this Indenture; or

                           6. the acquisition, ownership, acceptance or
                  negotiation of any drafts, bills of exchange, acceptances or
                  obligations, which fall within the classification of
                  self-liquidating paper, as defined in this Section 12.09.

         The word "security" or "securities," as used in this subdivision F.,
shall have the meaning assigned to the said term in the Securities Act of 1933,
as in effect on the date of this Indenture.

         The term "cash transaction," as used in this subdivision F. means any
transaction in which full payment for goods or securities sold is made within
seven days after delivery of the goods or securities in currency or in checks or
other orders drawn upon banks or bankers and payable upon demand.

         The term "self-liquidating paper," as used in this subdivision F.,
means any draft, bill of exchange, acceptance or obligation which is made,
drawn, negotiated or incurred by the obligor for the purpose of financing the
purchase, processing, manufacture, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession of
or a lien upon the goods, wares or merchandise or the receivables or proceeds
arising from the sale of the goods, wares and merchandise previously
constituting the security, provided the security is received by the Trustee or
the Individual Trustee simultaneously with the creation of the creditor
relationship with the obligor arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.

         SECTION 12.10. A. The Trustee shall, so long as any bonds are
outstanding hereunder, transmit to the bondholders, as hereinafter provided,
within sixty days after February 1 of each year beginning with the year 1945, a
brief report as of such February 1 with respect to:

                  1. the eligibility of the Trustees under Section 12.05 hereof,
         and their qualification under Section 12.05 hereof, or in lieu thereof,
         if to the best of their knowledge they have continued to be eligible
         and qualified under such sections, a written statement to such effect;

                  2. the character and amount of any advances (and if they elect
         so to state, the circumstances surrounding the making thereof) made by
         them respectively as Trustees hereunder which remain unpaid on the date
         of such report, and for the reimbursement of which they or either of
         them
<PAGE>   170
                                      150

         claim or may claim a lien or charge, prior to that of the bonds, on the
         trust estate or on property or funds held or collected by them
         respectively, as Trustees, if such advances so remaining unpaid
         aggregate more than one-half of one per cent (1/2 of 1%) of the
         principal amount of the bonds outstanding on such date;

                  3. the amount, interest rate and maturity date of all other
         indebtedness owing to them, respectively, in their individual
         capacities, on the date of such report, by the Company and by any other
         obligor upon the bonds, with a brief description of any property held
         as collateral security therefor, except an indebtedness based upon a
         creditor relationship arising in any manner described in paragraphs
         2., 3., 4. or 6. of subdivision F. of Section 12.09 hereof;

                  4. the property and funds physically in the possession of the
         Trustee and the Individual Trustee, respectively, in such capacities on
         the date of such report, or of a depository for them respectively;

                  5. any release, or release and substitution, of property
         subject to the lien of this Indenture (and the consideration therefor,
         if any) which they have not previously reported; provided, however,
         that to the extent that the aggregate value as shown by the release
         papers of any or all of such released properties does not exceed an
         amount equal to one percent (1%) of the principal amount of bonds then
         outstanding, the report need only indicate the number of such releases,
         the total value of property released as shown by the release papers,
         the aggregate amount of cash received and the aggregate value of
         property received in substitution therefor as shown by the release
         papers;

                  6. any additional issue of bonds hereunder which they have not
         previously reported; and

                  7. any action taken by the Trustees or either of them in the
         performance of their duties under this Indenture which they have not
         previously reported and which in their opinion materially affects the
         bonds or the trust estate, except action in respect of a default,
         notice of which has been or is to be withheld by the Trustees in
         accordance with Section 12.03 hereof.

         B. The Trustees shall, so long as any bonds shall be outstanding
hereunder, also transmit to the bondholders, as hereinafter provided, within the
times hereinafter specified, a brief report with respect to:

                  1. the release, or release and substitution, of property
         subject to the lien of this Indenture (and the consideration therefor,
         if any) unless the fair value of such property, as set forth in the
         engineer's certificate required in connection with any release or
         substitution hereunder, is less than ten per cent (10%) of the
         principal amount of the bonds outstanding at the time of such release,
         or such release and substitution, such report to be SO transmitted
         within ninety days after such time; and
<PAGE>   171
                                      151

                  2. the character and amount of any advances (and if they elect
         so to state, the circumstances surrounding the making thereof) made by
         them, respectively, as such Trustees, since the date of the last report
         transmitted pursuant to the provisions of subdivision A. of this
         Section 12.10 (or if no such report has been so transmitted, since
         March 1, 1944) for the reimbursement of which they or either of them
         claim or may claim a lien or charge prior to that of the bonds, on the
         trust estate or on property or funds held or collected by the Trustees,
         as such, and which they had not previously reported pursuant to this
         paragraph, if such advances remaining unpaid at any time aggregate more
         than ten per cent (10%) of the principal amount of bonds outstanding at
         such time, such report to be so transmitted within ninety days after
         such time.

         C. All reports required by this Section 12.10, and all other reports or
notices which are required by any other provision of this Indenture to be
transmitted in accordance with the provisions of this Section 12.10, shall be
transmitted by mail:

                  1. to all registered owners of bonds, as the names and
         addresses of such owners appear upon the registration books of the
         Company;

                  2. to such holders of bonds as have, within the two years
         preceding such transmission, filed their names and addresses with the
         Trustee for that purpose; and

                  3. except in the case of reports pursuant to subdivision B. of
         this Section 12.10, to all holders of bonds whose names and addresses
         are preserved at the time by the Trustee pursuant to subdivision A. of
         Section 12.11 hereof.

         D. The Trustees shall, at the time of the transmission to the
bondholders of any report or notice pursuant to this Section 12.10, file a copy
thereof with each stock exchange, if any, upon which the bonds are listed and
with the Securities and Exchange Commission. Upon the listing of the bonds or
any series thereof upon any stock exchange the Company shall so advise the
Trustee.

         SECTION 12.11. A. The Trustee shall preserve, in as current a form as
is reasonably practicable, all information as to the names and addresses of the
holders of bonds 1. contained in the most recent list, if any, furnished to it
as provided in subdivision E. of Section 5.17 hereof, 2. received by it in the
capacity of paying agent hereunder, and 3. filed with it within the two
immediately preceding years by holders of bonds for the purpose of receiving
reports pursuant to the provisions of paragraph 2. of subsection C. of Section
12.10 hereof.
<PAGE>   172
                                      152

         The Trustee may a) destroy any list furnished to it as provided in
subdivision E. of Section 5.17 hereof upon receipt of a new list so furnished,
b) destroy any information received by it as paying agent upon delivering to
itself as Trustee, not earlier than forty-five days after an interest payment
date of the bonds, a list containing the names and addresses of the holders of
bonds obtained from such information since the delivery of the next previous
list, if any, c) destroy any list delivered to itself as Trustee which was
compiled from information received by it as paying agent upon the receipt of a
new list so delivered, and d) destroy any information filed with it by holders
of bonds for the purpose of receiving reports pursuant to the provisions of
paragraph 2. of subsection C. of Section 12.10 hereof, but not until two years
after such information has been filed with it.

         B. Within five business days after receipt by the Trustee of a written
application by any three or more bondholders stating that the applicants desire
to communicate with other bondholders with respect to their rights under this
Indenture or under the bonds, and accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, and by reasonable
proof that each such applicant has owned a bond or bonds for a period of at
least six months preceding such application, the Trustee shall, at its election,
either 1. afford to such applicants access to the information preserved at the
time by the Trustee in accordance with the provisions of subdivision A. of this
Section 12.11, or 2. inform such applicants as to the approximate number of
bondholders whose names and addresses appear in the information preserved at the
time by the Trustee in accordance with the provisions of subdivision A. of this
Section 12.11, and as to the approximate cost of mailing to the bondholders the
form of proxy or other communication, if any, specified in such application. If
the Trustee shall elect not to afford to such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to all bondholders whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with the provisions of
subdivision A. of this Section 12.11, copies of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and the payment, or
provision for the payment, of the reasonable expenses of such mailing, unless
within five days after such tender, the Trustee shall mail to such applicants,
and file with the Securities and Exchange Commission, together with a copy of
the material to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary
<PAGE>   173
                                      153

to the best interests of the bondholders or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If the
Securities and Exchange Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, said Commission shall find, after
notice and opportunity for a hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such bondholders with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

         Within five business days after receipt by the Trustee of the written
application from bondholders desiring to communicate with other bondholders,
hereinabove referred to, the Trustee shall notify the Company in writing of the
receipt of such application and shall furnish the Company with a copy thereof,
and shall advise the Company what action the Trustee has taken or proposes to
take with respect to said application. In case the Trustee shall file with the
Securities and Exchange Commission a written statement as hereinabove provided,
the Trustee shall, within five days after the filing of such statement, notify
the Company in writing of such filing and furnish the Company with a copy of
such statement, and shall advise the Company promptly of any notice or other
communications received from the Securities and Exchange Commission relating to
said statement.

         The Trustee shall not be liable or accountable to the Company or to
any bondholder by reason of the disclosure of any such information as to the
names and addresses of the bondholders in accordance with the provisions of this
Section 12.11, regardless of the source from which such information was derived,
nor by reason of the mailing of any material pursuant to a request made under
this Section 12.11.

         SECTION 12.12. Subject to the provisions of Sections 12.04, 12.09 and
12.10 hereof, the Trustee and the Individual Trustee may each acquire and hold
bonds and coupons and otherwise deal with the Company in the same manner and to
the same extent and with like effect as though they were not Trustees hereunder.

         SECTION 12.13. The Trustees may comply with any rule, regulation or
order of the Securities and Exchange Commission made pursuant to the terms and
<PAGE>   174
                                      154

provisions of the Trust Indenture Act of 1939 and shall be fully protected in so
doing in good faith notwithstanding that such rule, regulation or order may
thereafter be amended or rescinded or determined by judicial or other authority
to be invalid for any reason, but nothing herein contained shall require the
Trustees to take any action or omit to take any action in accordance with such
rule, regulation or order, except as in this Indenture otherwise required.

         SECTION 12.14. All the estate, right, title and interest in and to the
trust estate by the provisions of this Indenture or of any indenture
supplemental hereto conveyed or assigned or transferred to the Trustees, is
conveyed, assigned and transferred to them as joint tenants and not as tenants
in common.

         Any notice, request, or other writing by or on behalf of the Company or
any of the bondholders, delivered solely to the Trustee, shall be deemed to have
been delivered to both of the Trustees hereunder as effectually as if delivered
to each of them.

         All cash collected by, or payable to, the Trustees or either of them
shall be paid to, and deposited with, and all bonds and other obligations or
securities shall be held by the Trustee, except as otherwise required by law.
Any moneys at any time coming into the hands of the Individual Trustee shall be
at once paid over to the Trustee.

         Whenever any moneys, bonds, or other obligations or securities are,
under any provision of this Indenture paid or delivered to, or deposited with,
the Trustee, title to the same shall be deemed to be vested in both Trustees
hereunder, but nothing in this Section 12.14 contained shall be deemed to affect
or impair any power or right conferred by any provision of this Indenture upon
the Trustee to apply, disburse or otherwise act or deal with respect to any
moneys, bonds or other obligations or securities received or held by it as
aforesaid. So long as the bonds, obligations or other securities subject to the
lien of this Indenture shall remain so subject, any instrument to be executed
under the mortgage or other instrument securing the same by the holders of such
bonds, obligations or other securities may be executed by, and any action to be
taken thereunder may be taken by, the Trustee.

         Any request in writing by the Trustee to the Individual Trustee shall,
subject to the provisions of Section 12.02 hereof, be a sufficient warrant for
the Individual Trustee to take such action as may be requested.
<PAGE>   175
                                       155

      The Individual Trustee or any successor, so far as permitted by law, may
at any time delegate to the Trustee or any successor the right to exercise any
and all power, discretionary or otherwise, conferred by any of the provisions of
this Indenture.

      Said Robert T. Kirchner (successor to Ralph E. Morton) has been joined as
Individual Trustee in order to comply with any legal requirements respecting
trustees under deeds of trust of property in any state in which the mortgaged
property or part thereof is or may in the future be situate, and shall as such
Individual Trustee possess such powers, and such powers only, as may be
necessary to comply with such requirements. If by reason of the repeal of such
requirements, or for any other reason, it shall not be necessary in the opinion
of counsel (which opinion shall be filed with the Trustee), that one of the
Trustees hereunder be an individual, and the Company shall file with the Trustee
a written request for the removal of the Individual Trustee, said Robert T.
Kirchner (successor to Ralph E. Morton) or any successor, shall forthwith cease
to be a trustee hereunder, and all powers of the Individual Trustee and all his
right, title or interest in and to the trust estate shall forthwith terminate;
and, unless and until there shall be appointed a new trustee as successor to the
Individual Trustee, all the right, title and powers of the Trustees shall
devolve upon the Trustee and its successors alone.

      Subject to the provisions of the following paragraph, in the event that it
may be necessary for the Trustee to enforce any of the provisions of this
Indenture in any state by court proceedings or in any other manner, the Trustee
may, by writing, authorize the Individual Trustee in his name as trustee to take
such action or institute such proceedings as may be appropriate under the
provisions of the Indenture, without joining the Trustee as a party thereto, and
in such event the Individual Trustee shall be vested with all the rights, powers
and duties of the Trustee hereunder, and may enforce the same in his name as
Individual Trustee in the manner provided in this Indenture, without joinder of
the Trustee in any action or proceeding so taken.

      Any and all rights, powers, duties and obligations by any provisions of
this Indenture conferred or imposed upon the Trustees may be exercised and
performed by the Trustee alone without reference to the Individual Trustee
insofar as permitted by law, and the Individual Trustee hereby irrevocably
constitutes and appoints the Trustee his true and lawful attorney in fact with
full power and authority, insofar as permitted by law, either in the name and
<PAGE>   176
                                       156

on behalf of the Trustee alone, or of the Trustees jointly, to exercise any and
all rights or powers conferred upon the Individual Trustee alone, or upon the
Trustees jointly, by any of the provisions of this Indenture, but subject to the
duties and obligations hereby imposed upon the Individual Trustee, with full
power of substitution and revocation, hereby ratifying and confirming all and
singular the acts and things lawfully done by the Trustee or any substitute by
virtue of this power of attorney. Any and all rights, powers, duties and
obligations by any provisions of this Indenture or imposed upon the Trustees or
the Trustee which may not be exercised and performed by the Trustee alone, or by
the Individual Trustee and the Trustee jointly, may and shall be exercised and
performed by the Individual Trustee alone, to the extent that under any law of
any jurisdiction in which any particular act or acts are to be performed the
Trustee shall be incompetent or unqualified to perform such act or acts, without
reference to the Trustee.

      SECTION 12.15. At any time or times, for the purpose of conforming to any
legal requirements, restrictions or conditions in any state in which any part of
the trust estate may be located, or if the Trustee shall be advised by counsel
that it is necessary or prudent in the interest of the bondholders so to do, the
Company and the Trustee shall have the power to appoint, and upon the request of
the Trustee the Company shall for such purpose join with the Trustee in the
execution, delivery and performance of all instruments and agreements necessary
or proper to appoint, another corporation or one or more persons approved by the
Trustee either to act as co-trustee or co-trustees of all or any part of the
trust estate jointly with the Trustee, or to act as separate trustee or trustees
of any part of the same, and in any case with all such powers, rights and duties
not inconsistent herewith, as may be specified in the instrument or instruments
of appointment, and for such term, as may be specified in the instrument or
instruments of appointment, such powers, rights and duties in whole or in part
to be exercised either jointly with the Trustees or separately, as such
instrument or instruments may prescribe. In the event that the Company shall not
have joined in the execution of such instrument or instruments within ten days
after the receipt of a written request from the Trustee so to do, the Trustee
alone shall have power to effect such appointment. With respect to such powers
as are conferred by every such instrument or instruments of appointment, any
co-trustee or co-trustees or separate trustee or trustees so appointed shall be
subject to all obligations which are imposed upon the Trustees by this Indenture
or by law.
<PAGE>   177
                                       157

      Every separate trustee, every co-trustee and every successor trustee,
other than any trustee which may be appointed as successor to Citibank, N.A.
(successor to City Bank Farmers Trust Company) or its successor in the trust
hereunder, or as successor to Robert T. Kirchner (successor to Ralph E. Morton)
or his successor in the trust hereunder, shall, to the extent permitted by law,
be appointed subject to the following provisions and conditions, namely:

            A. The bonds shall be authenticated and delivered, and all powers,
      duties, obligations and rights, conferred upon the Trustee in respect of
      the custody of all bonds and other securities and of all cash pledged or
      deposited hereunder shall be exercised solely by Citibank, N.A. (successor
      to City Bank Farmers Trust Company) or its successors in the trust
      hereunder, except that if for any reason any prior lien bonds or other
      securities shall be deposited with a co-trustee, such prior lien bonds or
      other securities shall be held and disposed of by such co-trustee pursuant
      to the written instructions of the Trustee, and all powers, rights,
      duties, immunities and obligations by this Indenture conferred upon the
      Trustee or Trustees, whether so expressed or not, unless otherwise
      provided in the instrument appointing such co-trustee, may be exercised,
      performed or enjoyed by such co-trustee upon written instructions from the
      Trustee, and any securities required by this Indenture to be deposited
      with the Trustee may be deposited with such co-trustee to be held,
      disposed of, cancelled and/or released by such co-trustee only upon
      written instructions from the Trustee;

            B. The Company and the Trustee, at any time by an instrument in
      writing executed by them jointly, may remove any trustee or co-trustee
      appointed under this Section 12.15, and may likewise and in like manner
      appoint a successor to such trustee or co-trustee so removed, anything
      herein contained to the contrary notwithstanding. In the event that the
      Company shall not have joined in the execution of such instrument within
      ten days after the receipt of a written request from the Trustee so to do,
      the Trustee alone shall have power to effect such removal and to make such
      appointment, as the case may be. In the event that the Trustee alone shall
      have appointed a separate trustee or trustees or co-trustee or co-trustees
      as above provided, it may at any time, by an instrument in writing, remove
      any such separate trustee or co-trustee, the successor to any such trustee
      or co-trustee so removed to be appointed by the Company and the Trustee,
      or by the Trustee alone, as hereinbefore in this Section 12.15 provided;

            C. Any notice, request or other writing, by or on behalf of the
      holders of the bonds, delivered to the Trustee, or its successor in the
      trust then acting, shall be deemed to have been delivered to all of the
      then trustees
<PAGE>   178
                                       158

      or co-trustees as effectually as if delivered to each of them. Every
      instrument appointing any trustee or trustees other than a successor to
      the Trustee or the Individual Trustee shall refer to this indenture and
      the conditions in this Article XII expressed, and upon the acceptance in
      writing by such trustee or trustees or co-trustee or co-trustees, he, they
      or it shall be vested with the estates or property specified in such
      instrument, either jointly with the Trustee and/or the Individual Trustee,
      or separately, as may be provided therein, subject to all the trusts,
      conditions and provisions of this Indenture; and every such instrument
      shall be filed with the Trustee. Any separate trustee or trustees or any
      co-trustee or co-trustees, so far as permitted by law, may delegate to the
      Trustee the right to exercise any power, discretionary or otherwise,
      conferred by any of the provisions of this Indenture. Any separate trustee
      or trustees or co-trustee or co-trustees, or a successor to any of them,
      may resign at any time by delivering a written resignation to the Trustee.
      In case any separate trustee or trustees or co-trustee or co-trustees, or
      a successor to any of them, shall die, become incapable of acting, resign,
      or be removed, all the estate, property, rights, powers, trusts, duties
      and obligations of said separate trustee or co-trustee, so far as
      permitted by law, shall vest in and be exercised by, the Trustee and/or
      the Individual Trustee, without the appointment of a new trustee as
      successor to such separate trustee or co-trustee. Any request in writing
      by the Trustee to any separate trustee or trustees or co-trustee or
      co-trustees or the successor in trust of any of them shall be a sufficient
      warrant for such trustee or trustees to take such action as may be so
      requested. Any moneys at any time coming into the hands of any such
      trustee shall at once be paid over to the Trustee; and

            D. The provisions of Sections 12.02, 12.03, 12.04, 12.09 and 12.10
      hereof shall apply to any such co-trustee or separate trustee.


     SECTION 12.16. Notwithstanding any other provisions hereof, the Company, by
instrument executed by order of its Board of Directors and duly acknowledged by
its proper officers, may, if no event of default has occurred and is continuing,
within the period beginning January 1, 1998, and ending December 31, 1998, and
the comparable period in each succeeding decade, appoint any corporation
eligible under the provisions of Section 12.05 hereof and qualified under
Section 12.04 hereof, and doing business in the United States of America, as
Trustee in succession to the Trustee as of the date of such appointment and the
corporation so appointed Trustee shall thereupon become successor Trustee
hereunder until a new Trustee shall be appointed by the bondholders as
authorized herein.
<PAGE>   179
                                       159

                                  ARTICLE XIII.

                  CONSOLIDATION, MERGER, CONVEYANCE AND LEASE.

      SECTION 13.01. Nothing in this Indenture shall prevent any consolidation
of the Company with, or merger of the Company into, any corporation having
corporate authority to acquire the trust estate, or substantially all the trust
estate, as an entirety, or any conveyance, transfer or lease, subject to the
lien of this Indenture, of all or substantially all of the trust estate as an
entirety to any corporation lawfully entitled to acquire or lease or operate the
same; provided, however, and the Company covenants and agrees, that such
consolidation, merger, conveyance, transfer or lease shall be upon such terms,
as fully to preserve and in no respect to impair the lien or security of this
Indenture, or any of the rights or powers of the Trustees or the bondholders
hereunder; and provided, further, that any such lease shall be made expressly
subject to immediate termination by the Company or by the Trustees at any time
during the continuance of an event of default, and also by the purchaser of the
property so leased at any sale thereof hereunder, whether such sale be made
under the power of sale hereby conferred or under judicial proceedings; and
provided, further, that, upon any such consolidation, merger, conveyance or
transfer, or upon any such lease the term of which extends beyond the date of
maturity of any of the bonds secured hereby, the due and punctual payment of the
principal and interest of all said bonds according to their tenor and the due
and punctual performance and observance of all the covenants and conditions of
this Indenture to be kept or performed by the Company shall be expressly assumed
by an instrument in writing executed and delivered to the Trustees by the
corporation formed by such consolidation or into which such merger shall have
been made, or acquiring all or substantially all the trust estate as an
entirety, as aforesaid, or by the lessee under any such lease the term of which
extends beyond the date of maturity of any of the bonds secured hereby, and
provided further that the Company shall have delivered to the Trustee an
officers' certificate and an opinion of counsel, each of which shall state that
such consolidation, merger, conveyance, transfer or lease and the supplemental
indenture referred to in Section 13.02 comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

      SECTION 13.02. In case the Company, as permitted by Section 13.01 hereof,
shall be consolidated with or merged into any other corporation or shall convey
or transfer, subject to the lien of this Indenture, all or substantially all
<PAGE>   180
                                       160

the trust estate as an entirety, the successor corporation formed by such
consolidation, or into which the Company shall have been merged, or which shall
have received a conveyance or transfer as aforesaid - upon executing with the
Trustees and causing to be recorded an indenture whereby such successor
corporation shall assume and agree to pay, duly and punctually, the principal of
and interest on the bonds issued hereunder in accordance with the provisions of
said bonds, and coupons and this Indenture, and shall agree to perform and
fulfill all the covenants and conditions of this Indenture to be kept or
performed by the Company - shall succeed to and be substituted for the Company
with the same effect as if it had been named herein, and shall have and may
exercise under this Indenture the same powers and rights as the Company, and
(without limiting or impairing by the enumeration of the same the scope and
intent of the foregoing general powers and rights) such successor corporation
thereafter may cause to be executed, authenticated and delivered, either in its
own name or in the name of Michigan Consolidated Gas Company, as its name is now
or shall then exist, in respect of property of the character defined in Article
I hereof as property additions, such bonds as could or might have been executed,
issued and delivered by the Company had it acquired such property of such
character by purchase on or after the date of such consolidation, merger,
conveyance, transfer or lease, and had such consolidation, merger, conveyance or
transfer not occurred, and upon the order of such successor corporation in lieu
of the Company, and subject to all the terms, conditions and restrictions in
this Indenture prescribed, concerning the authentication and delivery of bonds,
the Trustee shall authenticate and deliver any bonds delivered to it for
authentication which shall have been previously signed by the proper officers of
the Company, and such bonds as the successor corporation shall thereafter, in
accordance with the provisions of this Indenture, cause to be executed and
delivered to the Trustee for such purpose, and such successor corporation shall
also have and may exercise in respect of the property of such character, and
subject to all the terms, conditions and restrictions in this Indenture
prescribed applicable thereto, whether as to withdrawal of cash, release of
property, or otherwise, the same powers and rights which the Company might or
could exercise had it acquired the property of such character by purchase on or
after the date of such consolidation, merger, conveyance or transfer, and had
such consolidation, merger, conveyance or transfer not occurred. All the bonds
so issued or delivered by such successor corporation shall in all respects have
the same legal right and security as the bonds theretofore issued or delivered
in accordance
<PAGE>   181
                                       161

with the terms of this Indenture as though all of said bonds had been
authenticated and delivered at the date of the execution hereof. As a condition
precedent to the execution by such successor corporation and the authentication
and delivery by the Trustee of any such additional bonds or the withdrawal of
cash or release of property, under any of the provisions of this Indenture, on
the basis of property of the character defined in this Indenture as property
additions acquired, made or constructed by the successor corporation, the
indenture with the Trustees to be executed and caused to be recorded by the
successor corporation as in this Section provided, or a subsequent indenture,
shall contain a conveyance or transfer and mortgage in terms sufficient to
subject such property to the lien hereof.

      SECTION 13.03. In case the Company, as permitted by Section 13.01 hereof,
shall be consolidated with or merged into any other corporation, or shall
convey, transfer or lease, subject to the lien of this Indenture, all or
substantially all the trust estate as an entirety as aforesaid, neither this
Indenture nor the indenture with the Trustees to be executed and caused to be
recorded by the successor corporation as in Section 13.02 hereof provided shall,
unless such indenture shall otherwise provide, become or be required to become
or be a lien upon any of the properties or franchises then owned or thereafter
acquired by the successor corporation (by purchase, consolidation, merger,
donation, construction, erection or in any other way) except A. those acquired
by it from the Company, and improvements, extensions and additions thereto and
renewals and replacements thereof, B. the property made and used by the
successor corporation as the basis under any of the provisions of this Indenture
for the authentication and delivery of additional bonds or the withdrawal of
cash or the reduction of cash to be deposited with the Trustee or the release of
property, and C. such franchises, repairs and additional property as may be
acquired, made or constructed by the successor corporation 1. to maintain, renew
and preserve the franchises covered by this Indenture, or 2. to maintain the
property mortgaged and intended to be mortgaged hereunder as an operating system
or systems in good repair, working order and condition, or 3. in rebuilding or
renewal of property subject to the lien hereof damaged or destroyed, or 4. in
replacement of or substitution for machinery, apparatus, equipment, frames,
towers, poles, wire, pipe, tools, implements or furniture, or any other fixtures
or personalty, subject to the lien hereof, which shall have become old,
inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or
unnecessary for use in the operation of the property mortgaged and intended to
be mortgaged hereunder.
<PAGE>   182
                                       162

                                  ARTICLE XIV.

                            MEETINGS OF BONDHOLDERS.

      SECTION 14.01. Modifications and alterations of this Indenture and/or of
any indenture supplemental hereto and/or of the rights and obligations of the
Company and/or of the holders of the bonds and coupons may be made, and
compliance with this Indenture or any such supplemental indenture may be waived,
as hereinafter provided in this Article XIV.

      SECTION 14.02. The Trustee may at any time call a meeting of the
bondholders and it shall call such a meeting on written request of the holders
of not less than a majority in principal amount of the bonds outstanding
hereunder at the time of such request. The Company, pursuant to a certified
resolution of its Board of Directors, may also call a meeting of the bondholders
at any time. In each such case the purpose or purposes of such meeting shall be
set forth in reasonable detail. In the event of the Trustee's failing for ten
days to call a meeting after being thereunto requested by the bondholders as
above set forth, holders of outstanding bonds in the amount above specified in
this Section 14.02 or the Company, pursuant to certified resolution of its Board
of Directors, may call such meeting. Every such meeting called by and at the
instance of the Trustee shall be held in Detroit, Michigan, or the Borough of
Manhattan, The City of New York, New York, or with the written approval of the
Company, at any other place in the United States of America, and notice thereof,
stating the place and time thereof and in general terms the business to be
submitted, shall be mailed by the Trustee not less than thirty days before such
meeting A. to all holders of bonds the names and addresses of whom are then
preserved as required by this Indenture, and B. to the Company addressed to it
at the address of its principal executive offices (or at such other address as
may be designated by the Company from time to time), and, unless all bonds
outstanding hereunder are at the time registered as to principal, shall be
published by the Trustee once preceding the meeting, in an authorized New York
newspaper, the publication to be not less than twenty days prior to the date of
such meeting; provided, however, that the mailing of such notice to any
bondholders shall in no case be a condition precedent to the validity of any
action taken at such meeting, and provided further, however, that if all bonds
then outstanding shall be registered, no notice need be given except by mail in
accordance with subdivision C. of Section 12.10 hereof. If such meeting is
called by or at the instance either of the Company or of the bondholders, it
shall be held at such place in the United States of America as may be specified
<PAGE>   183
                                       163

in the notice calling such meeting and notice thereof shall be sufficient for
all purposes hereof if given by newpaper publication as aforesaid stating the
place and time of the meeting and in general terms the business to be submitted.
Any meeting of bondholders shall be valid without notice if the holders of all
bonds then outstanding hereunder are present in person or by proxy and if the
Company and the Trustee are present by duly authorized representatives, or if
notice is waived in writing before or after the meeting by the Company, the
holders of all bonds outstanding hereunder and by the Trustee, or by such of
them as are not present in person or by proxy.

      Anything in this Article XIV notwithstanding, the Trustee may, and upon
request of a majority of the bondholders shall, and the Company in case the
meeting is called by it may, fix a day not exceeding ninety days preceding the
date for which the meeting is called as a record date for the determination of
owners of coupon bonds registered as to principal and owners of registered bonds
without coupons entitled to notice of and to vote at such meeting and any
adjournment thereof and only such registered owners who shall have been such
registered owners on the date so fixed, and who are entitled to vote such
registered bonds at the meeting, shall be entitled to receive notice of such
meeting, and (except as to bonds exchanged for bonds payable to bearer as to
which a certificate is in effect pursuant to Section 14.03 hereof) the coupon
bonds registered as to principal on such record date and the registered bonds
without coupons may be voted at such meeting and any adjournment thereof only by
the owners, and their proxies, who shall have been registered owners of such
bonds on such record date, notwithstanding any transfer of any such bonds on the
books of the Company after such date. If any coupon bonds registered as to
principal on such record date or any registered bonds without coupons shall
thereafter be transferred to bearer or exchanged for coupon bonds, as the case
may be, a suitable notation may be made upon such bonds at the time of their
transfer from such registered owner's name or at the time of such exchange, as
the case may be, to record the fact that the registered owner of such bonds on
said record date and his proxies shall be the only persons entitled to vote such
bonds at the meeting. If any coupon bonds on such record date are thereafter
registered as to principal and before any certificate as provided in Section
14.03 has been issued with respect to such bonds, the first registered owner in
whose name such bonds are registered as to principal shall be deemed to have
been a registered owner of such bonds on the record date for the purposes of
this Article XIV, except as to his right to receive notice of such meeting.
<PAGE>   184
                                       164

      SECTION 14.03. Officers and nominees of the Trustee and of the Company or
their or its nominees may attend such meeting, but shall not as such be entitled
to vote thereat. Attendance by bondholders may be in person or by proxy and,
unless specifically prohibited by law, any such proxy shall remain in effect
unless specifically revoked and shall be binding on any future holder of the
bonds represented by such proxy, unless specifically revoked by any such future
holder before being voted. In order that the holder of any bond payable to
bearer and his proxy may attend and vote without producing his bond, the
Trustee, with respect to any such meeting, may make and from time to time vary
such regulations as it shall think fit for deposit of bonds with, or the
stamping of bonds by, A. any banks, bankers or trust or insurance companies
having a capital of not less than five hundred thousand dollars ($500,OOO) or B.
any trustee of any pension, welfare, hospitalization or similar fund or funds
having an aggregate corpus in excess of five million dollars ($5,000,000), or C.
the United States of America, any Territory thereof, the District of Columbia,
any State of the United States, any municipality in any State of the United
States or any public instrumentality of the United States, any State or
Territory, or D. by any other person or corporation satisfactory to the Trustee,
and for the issue to the persons depositing the same of certificates by such
depositaries entitling the holders thereof to be present and vote at any such
meeting and to appoint proxies to represent them and vote for them at any such
meeting as if the persons so present and voting, either personally or by proxy,
were the actual bearers of the bonds in respect of which such certificates shall
have been issued and any regulations so made shall be binding and effective. A
bondholder in any of the foregoing categories may sign such certificate in his
own behalf. In lieu of or in addition to providing for such deposit, the Trustee
may, in its discretion, permit such institutions to issue certificates stating
that bonds were exhibited to them, which certificates shall entitle the holders
thereof to vote at any meeting only if the bonds with respect to which they are
issued are not produced at the meeting by any other person and are not at the
time of meeting registered in the name of any other person. Each such
certificate shall state the date on which the bond or bonds in respect of which
such certificate shall have been issued were deposited with or submitted to such
institution and the series, maturities and serial numbers of such bonds. In the
event that two or more such certificates shall be issued with respect to any
bond or bonds, the certificate bearing the latest date shall be recognized and
be deemed to supersede any certificate or certificates previously issued with
respect to such bond or bonds. If any such meeting shall have been
<PAGE>   185
                                       165

called under the provisions of Section 14.02, by bondholders or by the Company,
and the Trustee shall fail to make regulations as above authorized, then
regulations to like effect for such deposit, stamping or exhibition of bonds and
the issue of certificates by 1. any bank, banker or trust or insurance company
organized under the laws of the United States of America or of any State
thereof, having a capital of not less than five hundred thousand dollars
($500,000), or 2. any trustee of any pension, welfare, hospitalization, or
similar fund or funds having an aggregate corpus in excess of five million
dollars ($5,000,000), or 3. by the United States of America, any Territory
thereof, the District of Columbia, any State of the United States, any
municipality in any State of the United States or any public instrumentality of
the United States, any State or Territory shall be similarly binding and
effective for all purposes hereof if adopted or approved by the bondholders
calling such meeting or by the Board of Directors of the Company, if such
meeting shall have been called by the Company, provided that in either such case
copies of such regulations shall be filed with the Trustee. A bondholder in any
of the foregoing categories may sign such a certificate in his own behalf.

      SECTION 14.04. Subject to the restrictions specified in Sections 14.03 and
14.07 hereof, any registered holder of bonds outstanding hereunder and any
holder of a certificate (not superseded) provided for in Section 14.03 hereof,
shall be entitled in person or by proxy to attend and vote at such meeting as
holder of the bonds registered or certified in the name of such holder without
producing such bonds. All others seeking to attend or vote at such meeting in
person or by proxy must, if required by an authorized representative of the
Trustee or the Company or by any other bondholder, produce the bonds claimed to
be owned or represented at such meeting, and everyone seeking to attend or vote
shall, if required as aforesaid, produce such further proof of bond ownership or
personal identity as shall be satisfactory to the authorized representative of
the Trustee, or if none be present then to the inspectors of votes hereinafter
provided for. Proxies shall be witnessed or in the alternative may A. have the
signature guaranteed by a bank or trust company or a registered dealer in
securities, B. be acknowledged before a notary public or other officer
authorized to take acknowledgements, or C. have their genuineness otherwise
established to the satisfaction of the inspectors of votes. All proxies and
certificates presented at any meeting shall be delivered to said inspectors of
votes and filed with the Trustee.

      SECTION 14.05. Persons named by the Trustee if it is represented at the
meeting shall act as temporary Chairman and Secretary, respectively, of the
<PAGE>   186
                                       166

meeting, but if the Trustee shall not be represented or shall fail to nominate
such persons or if any person so nominated shall not be present, the bondholders
and proxies present shall by a majority vote, irrespective of the amount of
their holdings, elect another person or other persons from those present to act
as temporary Chairman and/or Secretary. A permanent Chairman and a permanent
Secretary of such meeting shall be elected from those present by the bondholders
and proxies present by a majority vote of bonds represented. The Trustee, if
represented at the meeting, shall appoint two inspectors of votes who shall
decide as to the right of anyone to vote and shall count all votes cast at such
meeting, except votes on the election of a Chairman and Secretary, both
temporary and permanent, as aforesaid and who shall make and file with the
permanent Secretary of the meeting their verified written report in duplicate of
all such votes so cast at said meeting. If the Trustee shall not be represented
at the meeting or shall fail to nominate such inspectors of votes or if either
inspector of votes fails to attend the meeting, the vacancy shall be filled by
appointment by the permanent Chairman of the meeting.

      SECTION 14.06. The holders of:

            A. not less than sixty per cent (60%) in principal amount of the
      bonds outstanding hereunder when such meeting is held or

            B. if the action proposed at said meeting solely adversely affects
      the rights of the holders of one or more, but less than all, series of
      bonds then outstanding, then at least sixty per cent (60%) in principal
      amount of those bonds then outstanding so to be adversely affected

(excluding in any case bonds disqualified from voting by reason of the Company's
interest therein) must be present at such meeting in person or by proxy in order
to constitute a quorum for the transaction of business, less than a quorum,
however, having power to adjourn; provided, however, that if such meeting is
adjourned by less than a quorum for more than thirty days, notice thereof shall
be mailed as soon as practicable by the Trustee if such meeting shall have been
called by the Trustee 1. to the Company addressed to it at the address of its
principal executive offices (or at such other address as may be designated by
the Company in writing from time to time), and 2. to all holders of bonds then
outstanding hereunder, the names and addresses of whom are then preserved by the
Trustee as required by the provisions of subdivision A. of Section 12.11 hereof,
and, unless all bonds outstanding hereunder are at the time of such mailing
registered as to principal, shall be published at least once
<PAGE>   187
                                       167

in each thirty day period of such adjournment in an authorized New York
newspaper, provided, however, that if all bonds then outstanding shall be
registered, no notice need be given except by mail in accordance with
subdivision C. of Section 12.10 hereof. Notwithstanding the foregoing, if a
meeting is first adjourned by less than a quorum for less than thirty days and
is again adjourned, no such notice need be mailed or published during the period
of the first adjournment but such notice shall be mailed as soon as practicable
by the Trustee after the second adjournment and, unless all bonds outstanding
hereunder are at the time of such mailing registered as to principal, shall be
published as aforesaid at least once in each thirty day period of the second
adjournment and of any subsequent adjournments. The failure to mail such notice
to any such bondholder as aforesaid shall in no case affect the validity of any
action taken at any meeting held pursuant to such adjournment. If such meeting
shall have been called, under the provisions of Section 14.02 of this Article,
by bondholders or by the Company, notice of such adjournment shall be given by
the permanent Chairman and permanent Secretary of the meeting in the newspaper
and for the number of times above specified in this Section and shall be
sufficient if so given.

      SECTION 14.07. Subject to the provisions of Section 9.18 hereof, any
modification or alteration of this Indenture (including any indenture
supplemental hereto) and/or the rights and obligations of the Company and/ or
the rights of the holders of bonds and/or coupons issued hereunder in any
particular may be made, and compliance with this Indenture or any indenture
supplemental hereto may be waived, at a meeting of bondholders duly convened and
held in accordance with the provisions of this Article, but only by resolution
duly adopted by the affirmative vote, in person or by proxy, of the holders of
sixty per cent (60%) or more in principal amount of the bonds outstanding
hereunder, provided that, if the rights of one or more, but less than all,
series of bonds then outstanding are to be adversely affected by action taken at
such meeting, only by affirmative vote of the holders of at least sixty per cent
(60%) in principal amount of those bonds so to be adversely affected and
outstanding hereunder, when such meeting is held, and in every case approved by
resolution of the Board of Directors of the Company as hereinafter specified;
provided, however, that no such modification or alteration shall, without the
consent of the holder of any bond issued hereunder affected thereby, A. permit
the extension of the time or times of payment of the principal of or the
interest or premium, if any, on any bond, or a reduction in the rate of interest
thereon, or otherwise affect the terms of payment of the
<PAGE>   188
                                       168

principal of or interest or premium, if any, on any bond, which shall always be
unconditional, or affect the right of any bondholder to institute suit for the
enforcement of any such payment on or after the respective due dates expressed
in such bond or in the coupons pertaining thereto, or B. otherwise than as
permitted by this Indenture, permit the creation by the Company of any mortgage
lien ranking prior to or on a parity with the lien of this Indenture or of any
indenture supplemental hereto, with respect to any of the property covered
thereby, or give to any bond or bonds secured by this Indenture any preference
over any other bond or bonds so secured, or deprive any bondholder of the
security afforded by the lien of this Indenture, or C. permit the reduction of
the percentage required by the provisions of this Section for the taking of any
action under this Section with respect to any bond outstanding hereunder.

      SECTION 14.08. A record in duplicate of the proceedings of each meeting of
bondholders shall be prepared by the permanent Secretary of the meeting and
shall have attached thereto the original reports of the inspectors of votes, and
affidavits by one or more persons having knowledge of the facts showing a copy
of the notice of the meeting and a copy of the notice of adjournment thereof, if
required under the provisions of Section 14.06 hereof, and showing that said
notices were mailed and published as provided in Section 14.02 hereof and, in a
proper case, as provided in Section 14.06 hereof. Such record shall be signed
and verified by the affidavits of the permanent Chairman and the permanent
Secretary of the meeting, and one duplicate thereof shall be delivered to the
Company and the other to the Trustee for preservation by the Trustee. Any record
so signed and verified shall be proof of the matters therein stated, and if such
record shall also be signed and verified by the affidavit of a duly authorized
representative of the Trustee, such meeting shall be deemed conclusively to have
been duly convened and held and such record shall be conclusive, and any
resolution or proceeding stated in such record to have been adopted or taken,
shall be deemed conclusively to have been duly adopted or taken by such meeting.
A true copy of any resolution adopted by such meeting shall be mailed by the
Trustee to all holders of bonds outstanding hereunder, the names and addresses
of whom are then preserved by the Trustee pursuant to the provisions of this
Indenture, and proof of such mailing by the affidavit of some person having
knowledge of the fact shall be filed with the Trustee, but failure to mail
copies of such resolution as aforesaid shall not affect the validity thereof. No
such resolution shall be binding until and unless such resolution is approved by
resolution of the Board of Directors of the Company. It shall be the duty of the
Company to file a copy of any such resolution of
<PAGE>   189
                                       169

approval with the Trustee, but if such resolution is adopted and a certified
resolution filed with the Trustee, the resolution so adopted by such meeting
shall (to the extent permitted by law) be deemed conclusively to be binding upon
the Company, the Trustee and the holders of all bonds and coupons issued
hereunder, at the expiration of sixty days after such filing, except in the
event of a final decree of a court of competent jurisdiction setting aside such
resolution, or annulling the action taken thereby in a legal action or equitable
proceeding for such purposes commenced within such sixty day period; provided,
however, that no such resolution of the bondholders, or resolution, shall in any
manner change or modify or be so construed as to change or modify any of the
rights, immunities, or obligations of the Trustees without their written assent
thereto.

      SECTION 14.09. Bonds authenticated and delivered after the date of any
bondholders' meeting may bear a notation in form approved by the Trustee as to
the action taken at meetings of bondholders theretofore held, and upon demand of
the holder of any bond outstanding at the date of any such meeting and
presentation of his bond for the purpose at the principal office of the Trustee,
the Company shall cause suitable notation to be made on such bond by endorsement
or otherwise as to any action taken at any meeting of bondholders theretofore
held. If the Company or the Trustee shall so determine, new bonds so modified as
in the opinion of the Trustee and the Board of Directors of the Company to
conform to such bondholders' resolution shall be prepared, authenticated and
delivered, and upon demand of the holder of any bond then outstanding and
affected thereby shall be exchanged without cost to such bondholders for bonds
then outstanding hereunder upon surrender of such bonds with all unmatured
coupons, if any, appertaining thereto. The Company or the Trustee may require
bonds outstanding to be presented for notation or exchange as aforesaid if
either shall see fit to do so. Instruments supplemental to this Indenture
embodying any modification or alteration of this Indenture (including any
indenture supplemental hereto) made at any bondholders' meeting and approved, by
resolution of the Board of Directors of the Company, as aforesaid, may be
executed by the Trustee and the Company and upon demand of the Trustee, or if so
specified in any resolution adopted by any such bondholders' meeting, shall be
executed by the Company and the Trustee.

      Any instrument supplemental to this Indenture executed pursuant to the
provisions of this Section, shall comply with all applicable provisions of the
<PAGE>   190
                                       170

Trust Indenture Act of 1939, as amended and in force on the date of the
execution of such supplemental indenture.

      SECTION 14.10. A. Anything in this Article contained to the contrary
notwithstanding, the Trustee may, at the option of the Company, receive the
written consent (in any number of instruments of similar tenor executed by
bondholders or by their attorneys appointed in writing) of the holders of sixty
per cent (60%) or more in principal amount of the bonds outstanding hereunder,
provided, that, if the rights of one or more, but less than all, series of bonds
then outstanding are to be adversely affected by action taken pursuant to such
consent, then by consent of the holders of at least sixty per cent (60%) in
principal amount of those bonds so to be adversely affected and outstanding
hereunder (in all cases, at the time the last such needed consent is delivered
to the Trustee) in lieu of the holding of a meeting pursuant to this Article and
in lieu of all action at such a meeting and with the same force and effect as a
resolution duly adopted in accordance with the provisions of Section 14.07.

      B. Instruments of consent shall be witnessed or in the alternative may 1.
have the signature guaranteed by a bank or trust company or a registered dealer
in securities, 2. be acknowledged before a notary public or other officer
authorized to take acknowledgments, or 3. have their genuineness otherwise
established to the satisfaction of the Trustee.

      The amount of bonds payable to bearer, and the series and serial numbers
thereof, held by a person executing an instrument of consent (or whose attorney
has executed an instrument of consent in his behalf), and the date of his
holding the same, may be proved, either by exhibiting the bonds themselves to
the Trustee or by a certificate executed a) by any bank, banker or trust or
insurance company organized under the laws of the United States of America or of
any State thereof, having a capital of not less than five hundred thousand
dollars ($500,000), b) by any trustee of any pension, welfare, hospitalization
or similar fund having an aggregate corpus in excess of five million dollars
($5,000,000), c) by the United States of America, any Territory thereof, the
District of Columbia, any State of the United States, any municipality in any
State of the United States or any public instrumentality of the United States,
any State or Territory, or d) by any other person or corporation satisfactory to
the Trustee. A bondholder in any of the foregoing categories may sign a
certificate in his own behalf.

      Each such certificate shall be dated and shall state in effect that as of
the date thereof, a coupon bond or bonds bearing a specified serial number or
<PAGE>   191
                                       171

numbers was deposited with or exhibited to the signer of such certificate. The
holding by the person named in any such certificate of any bond specified
therein shall be presumed to continue unless (1) any certificate bearing a later
date issued in respect of the same bond shall be produced, (2) the bond
specified in such certificate (or any bond or bonds issued in exchange or
substitution for such bond) shall be produced by another holder, or (3) the bond
specified in such certificate shall be registered as to principal in the name of
another holder or shall have been surrendered in exchange for a fully registered
bond registered in the name of another holder. The Trustee may, in its
discretion, require further proof in cases where it deems further proof
desirable. The ownership of registered bonds shall be proved by the registry
records.

     The fact and date of execution of any such instrument or writing and the
authority of any person executing the same and the amount and numbers of
unregistered bonds held by any person executing any such instrument or writing
as a bondholder may also be proved in any other manner which the Trustee deems
sufficient; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section; and

     C. Until such time as the Trustee shall receive the written consent of the
necessary per cent in principal amount of the bonds required by the provisions
of subsection A. above for action contemplated by such consent, any holder of a
bond, the serial number of which is shown by the evidence to be included in the
bonds the holders of which have consented to such action, may, by filing written
notice with the Trustee at its principal office and upon proof of holding as
provided in subsection B. above, revoke such consent so far as it concerns such
bond. Except as aforesaid, any such consent shall be conclusive and binding upon
such holder and upon all future holders of such bond (and any bond issued in
lieu thereof or exchanged therefor), irrespective of whether or not any notation
of such consent is made upon such bond, and in any event any action taken by the
holders of the percentage in aggregate principal amount of the bonds specified
in subsection A. above in connection with such action shall, subject to the
provisions of the last sentence of Section 14.08 hereof, be conclusively binding
upon the Company, the Trustees and holders of all the bonds.

                                   ARTICLE XV.
                            SUPPLEMENTAL INDENTURES.

      SECTION 15.01. In addition to any supplemental indenture otherwise
authorized by this Indenture, the Company, when authorized by resolution of
<PAGE>   192
                                       172

its Board of Directors, and the Trustees, from time to time and at any time,
subject to the conditions, provisions and restrictions in this Indenture
contained, may enter into an indenture or indentures supplemental hereto and
which thereafter shall form a part hereof, for any one or more or all of the
following purposes:

            A. To close the Indenture against the issue of additional bonds or
      to add to the conditions, limitations and restrictions on the authorized
      amount, terms, provisions, purposes of issue, authentication and delivery
      of bonds specified in Articles II and III hereof other conditions,
      limitations and restrictions thereafter to be observed.

            B. To add to the covenants and agreements of the Company in this
      Indenture contained, other covenants and agreements thereafter to be
      observed, which the Board of Directors of the Company shall consider to be
      for the protection of the trust estate and of the holders of bonds,
      although the freedom of action of the Company may be materially restricted
      thereby, and/or to surrender any right or power herein reserved to, or
      conferred upon, the Company or to or upon any successor corporation.

            C. To correct the description of any property hereby conveyed or
      pledged or intended so to be, or to convey, transfer and assign to the
      Trustees, and to subject to or confirm the lien of this Indenture, with
      the same force and effect as though included in the granting clauses
      hereof, additional properties and franchises hereafter acquired by the
      Company through consolidation or merger, or by purchase or otherwise.

            D. To evidence the succession of another corporation to the Company,
      or successive successions, and the assumption by such successor
      corporation of the covenants, agreements and obligations of the Company
      under this Indenture.

            E. For any other purpose not inconsistent with the terms of this
      Indenture, or for the purpose of curing any ambiguity, or curing,
      correcting or supplementing any defective or inconsistent provision
      contained herein or in any supplemental indenture hereto or to make other
      provisions with respect to matters or questions arising under this
      Indenture provided that such other provisions shall not adversely affect
      the bondholders.

            F. For the appointment of a separate trustee or a co-trustee to act
      under this Indenture and/or under any indenture supplemental hereto.

            G. To provide for any form of Book Entry Bonds.

            H. To modify any of the provisions of this Indenture for the purpose
      of relieving the Company from any of the obligations, conditions or
<PAGE>   193
                                       173

      restrictions herein contained; provided that no such modification shall be
      or become operative or effective, or in any manner impair any of the
      rights of the bondholders or of the Trustees, while any bonds of any
      series established prior to the execution of such supplemental indenture
      shall remain outstanding; and provided, further, that such supplemental
      indenture shall be specifically referred to in the text of all bonds of
      any series established after the execution of such supplemental indenture;
      and provided, also, that the Trustees may in their uncontrolled discretion
      decline to enter into any such supplemental indenture which, in their
      opinion, may not afford adequate protection to the Trustees when the same
      shall become operative.

      No supplemental indenture entered into pursuant to the terms of this
Indenture shall eliminate, nor contain any provision in contravention of, any
provision of this Indenture which is required to be included in an indenture to
be qualified under the Trust Indenture Act of 1939 by any provisions of Sections
310 to 317, inclusive, of or Section 318(a) of said Act.

      SECTION 15.02. The Trustees are hereby authorized to join with the Company
in the execution of any such supplemental indenture, to make the further
agreements and stipulations which may be therein contained, and to accept the
conveyance, transfer and assignment of any such property. Subject to the
provisions of subparagraph H. of Section 15.01 hereof, any such supplemental
indenture, other than those provided for in subparagraphs C., D. and E. of
Section 15.01 hereof, may be applicable in respect of all bonds issued and to be
issued hereunder or in respect of the bonds of one or more particular series
thereof, or for a limited or unlimited period of time, or otherwise, in the
discretion of the Company. Every such supplemental indenture shall be in form
approved by counsel.

      SECTION 15.03. The Trustees are hereby authorized to join with the Company
in the execution of any supplemental indenture authorized or permitted by the
terms of this Indenture, and to make the further agreements and stipulations
which may be therein contained. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise. Subject to the
provisions of Section 12.02 hereof, the Trustees may receive an opinion of
counsel as conclusive evidence that any such supplemental indenture is
authorized or permitted by the terms of this Indenture and that it is proper for
the Trustees under the provisions of this Article XV to join in the execution
thereof. Subject to the provisions of Section
<PAGE>   194
                                       174

12.02 hereof, the Trustees shall not be under any responsibility or liability to
the Company or to any holder of any bond, or to anyone whomsoever, for any act
or thing which it may do or decline to do in good faith in pursuance of the
provisions of this Article XV.

      SECTION 15.04. Any supplemental indenture executed in accordance with any
of the provisions of this Article XV shall thereafter form a part of this
Indenture; and all the terms and conditions contained in any such supplemental
indenture as to any provision authorized to be contained therein shall be, and
be deemed to be, part of the terms and conditions of this Indenture for any and
all purposes, and, if deemed necessary or desirable by the Trustee, any of such
terms or conditions may be set forth in reasonable and customary manner in the
bonds of the particular series to which such supplemental indenture shall apply.

      In case of the execution and delivery of any supplemental indenture,
express reference may be made thereto in the text of the bonds of any series
issued thereafter, if deemed necessary or desirable by the Trustee.

                                  ARTICLE XVI.

                                   DEFEASANCE.

      SECTION 16.01. If, when the bonds issued hereunder shall have become due
and payable, at maturity or otherwise, or when notice of redemption has been
given as herein provided, or when the Trustee has been irrevocably authorized by
the Company to give or complete such notice of redemption, the Company, its
successors or assigns, shall pay or cause to be paid the whole amount of the
principal and interest (and premium, if any) due on all the bonds and coupons
issued hereunder then outstanding, or shall provide for such payment by
depositing (whether at or prior to the maturity or redemption date of such
bonds) with the Trustee the entire amount due and to become due and payable
thereon for principal and interest (and premium, if any), or if all bonds
outstanding hereunder together with all unmatured coupons thereto appertaining
shall be surrendered to the Trustee for cancellation, and in each case the
Company shall also pay or cause to be paid all other sums payable hereunder by
the Company, then and in that case the trust estate shall revert to the Company,
and the entire estate, right, title and interest of the Trustees and of the
bondholders shall thereupon cease, determine and become void; and
<PAGE>   195
                                       175

in that case also, the Trustees, on demand of the Company, at its cost and
expense, shall pay to the Company or upon its written order, all moneys (other
than moneys deposited as hereinbefore in this Section 16.01 hereof provided)
then held by the Trustees under this Indenture, and shall cancel and discharge
the lien of this Indenture, and execute and deliver to the Company such deeds or
other instruments in writing as the Company shall reasonably request to satisfy
the lien hereof and to reconvey to the Company the estate and title hereby
conveyed, and assign and deliver to the Company any property then held by the
Trustees under this Indenture; but the Trustees shall take any such action only
upon the receipt by the Trustee of an officers' certificate and an opinion of
counsel, each stating in substance that in the opinion of the respective signers
all conditions precedent provided for in this Indenture relating to such
payment, delivery, satisfaction and reconveyance have been complied with;
otherwise this Indenture shall be, continue and remain in full force and effect.

      SECTION 16.02. All sums which may become due and payable for principal
(and premium, if any) upon any bond hereunder shall be paid to the bearer of
such bond, unless registered, and if registered, to the registered owner
thereof, but in no event shall the Company or the Trustee be required to make
such payment except upon the surrender of such bond in negotiable form, or
assigned in blank, accompanied by all unmatured coupons, if any, thereunto
belonging. In case any bond registrable as to both principal and interest shall
be issued hereunder, as permitted by the provisions hereof, interest thereon
shall be paid only to the registered owner thereof. The interest on coupon bonds
shall be payable only on the presentation and surrender of the several coupons
for such interest as they respectively mature. All bonds and coupons as and when
paid shall be forthwith cancelled by the Trustee and delivered to or upon the
order of the Company.

      SECTION 16.03. In the event that any bond hereunder shall not be presented
for payment when the principal thereof becomes due, either at maturity or
otherwise or at the date fixed for the redemption thereof, or in the event that
any coupon appertaining to any such bond shall not be presented for payment at
the due date thereof, and the Company shall have on deposit with the Trustee in
trust for the purpose, on the date when such bond or coupon is so due, funds
sufficient to pay the principal of such bond (and premium, if any), together
with all interest due thereon to the date of maturity of such bond or to the
date fixed for the redemption thereof, or to pay such coupon, as the case
<PAGE>   196
                                       176

may be, for the use and benefit of the holder thereof, then interest on said
bond or on said matured coupon, and all liability of the Company to the holder
of said bond for the payment of the principal thereof and interest thereon (and
premium, if any), or to the holder of said matured coupon for the payment
thereof and interest thereon, as the case may be, shall forthwith cease,
determine and be completely discharged; and thereupon it shall be the duty of
the Trustee, subject to the provisions of Section 8.03 hereof, to hold the funds
so deposited for the benefit of the holder of such bond or matured coupon, as
the case may be, who shall thereafter be restricted exclusively to said funds
for any claim of whatsoever nature on the part of such holder on said bond or
any coupons appertaining thereto, or on said matured coupon, and shall no longer
be entitled to any lien or benefit of this Indenture.

      SECTION 16.04. Bonds issued hereunder, pledged or sold or otherwise issued
by the Company, upon being released from pledge, or upon being repurchased or
otherwise, acquired by the Company (except when acquired by call for redemption
pursuant to the provisions of the bonds or of this Indenture), may again be
sold, pledged, or otherwise issued, reissued or disposed of by the Company as
often as it may repossess or acquire the same, and thereupon shall continue to
be entitled to the security of this Indenture as upon their original issue.

      SECTION 16.05. Except as otherwise specified as to any particular series
of bonds, bonds and interest obligations for the payment of which and bonds for
the redemption of which either:

            A. moneys in the necessary amount or

            B. 1. direct obligations of the government of the United States of
      America or 2. obligations guaranteed by the government of the United
      States of America or 3. securities backed by obligations of the government
      of the United States of America as collateral under an arrangement by
      which the interest and principal payments on the collateral generally flow
      immediately through to the holders of such securities, which, in the case
      of l., 2. and 3. hereof, are not subject to redemption prior to maturity
      by anyone other than the holder and the principal of and the interest on
      which when due, and without any regard to reinvestment thereof, will, as
      evidenced by the certificate of an independent accountant delivered to the
      Trustee, provide moneys which, together with the moneys, if any, deposited
      with or held by the Trustee, shall be sufficient to pay when due the
      principal of, premium, if any, and interest due and to become due on said
      bonds or portions thereof on the redemption date or maturity date thereof,
      as the case may be,
<PAGE>   197
                                       177

shall have been set apart by or deposited with the Trustee, with irrevocable
direction so to apply the same, subject to the provisions of Section 8.03 hereof
(with or without any additional right given to the holders to surrender their
bonds or obtain therefrom payment therefor prior to the redemption date) shall
for all purposes under this Indenture including satisfying the lien of this
Indenture be deemed to have been paid (hereinafter sometimes referred to as a
"Section 16.05 Defeasance") provided that in the case of redemption the notice
requisite to the validity of such redemptions shall have been given or
arrangements shall have been made insuring to the satisfaction of the Trustee
that the same will be given; and provided further that the Trustee has received
an opinion of counsel to the effect that a) such Section 16.05 Defeasance does
not require registration on behalf of the moneys, obligations or securities
deposited, by the Company or by the Trustee under the Investment Company Act of
1940, b) such Section 16.05 Defeasance does not violate any applicable laws and
c) such Section 16.05 Defeasance will not result in a taxable event with respect
to the holders of the Bonds the payment of which is being provided for. The
provisions of this Section 16.05 relate solely to the Section 16.05 Defeasances
and do not affect the cancellation and discharge of the lien of this Indenture
pursuant solely through the provisions of Sections 16.01 through 16.04 hereof.

                                  ARTICLE XVII.

                            MISCELLANEOUS PROVISIONS.

      SECTION 17.01. All of the covenants, stipulations, promises and agreements
of this Indenture contained by or in behalf of the Company shall bind its
successors and assigns, whether so expressed or not.

      SECTION 17.02. Except as otherwise expressly provided herein, nothing in
this Indenture, expressed or implied, is intended or shall be construed to
confer upon or give to any person, firm or corporation, other than the parties
hereto and the holders from time to time of the bonds issued under this
Indenture, any security, rights, remedies or claims, legal or equitable, under
or by reason of this Indenture, or under or by reason of any covenant, condition
or provision herein contained; and this Indenture and all the covenants,
conditions and provisions herein contained are and shall be held to be for the
sole and exclusive benefit of the parties hereto and the holders from time to
time of the bonds and coupons issued hereunder.
<PAGE>   198
                                       178

      SECTION 17.03, Nothing in this Indenture or in any bond issued or to be
issued hereunder, expressed or implied, is intended, or shall be construed to
prevent any bond issued hereunder from having any independent security or
guaranty or the benefit of any covenants, agreements or rights contained in any
agreement (including any supplemental indenture) outside this Indenture,
concerning which a notation may or may not be endorsed thereon, and the
references herein or in the bonds to the equal security hereunder of all bonds
issued hereunder shall not be deemed applicable to any independent security,
guaranty, covenants, agreements or rights.

      SECTION 17.04. The same officer or officers of the Company, or the same
engineer or counsel or other person, as the case may be, need not certify to all
the matters required to be certified under the provisions of any Article or
Section hereof, but different officers, engineers, counsel or other persons may
certify to different facts respectively.

      SECTION 17.05. In order not to prevent or delay the destruction of
cancelled bonds or coupons issued hereunder, the Trustee and the Company may
adopt such method of destruction thereof and for keeping a record of or for
evidencing the rights and powers hereunder of the Company and the duties of the
Trustee, in respect thereof, as they may from time to time determine upon, in
lieu of the physical deposit by the Company of any such cancelled bonds or
coupons, when permitted, or for the holding or retention by the Trustee, or the
delivery by the Trustee to the Company, of any such cancelled bonds or coupons.

      SECTION 17.06. Nothing in this Indenture shall be construed or is intended
to prescribe or affect the methods and practices of the Company in keeping its
books and accounts, or to limit the power of the Company to fix and determine
the price or consideration at which the bonds authenticated and delivered
hereunder may be sold or otherwise disposed of. Any and all said bonds may be
sold or otherwise disposed of upon such terms and for such consideration as the
Company may deem fit, subject to any provisions of law in respect thereof.

      SECTION 17.07. Upon any application by the Company to the Trustees or
either of them to take any action under any of the provisions of this Indenture,
the Company shall furnish to them, it or him, an officers' certificate and
opinion of counsel, each stating that all conditions precedent provided for in
this Indenture (including any covenants compliance with which constitutes a
<PAGE>   199
                                       179

condition precedent) have been complied with, except that in the case of any
such application as to which the furnishing of such documents is specifically
required by any provision of this Indenture relating to such particular
application, no additional certificate or opinion need be furnished.

      SECTION 17.08. Each certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture shall include A. a
statement that the person making such certificate or opinion has read such
covenant or condition; B. 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; C. a statement that, in the opinion of
such person, 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 D. a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

      SECTION 17.09. If any provision of this Indenture limits, qualifies or
conflicts with another provision included in this Indenture which is required to
be included in an indenture to be qualified under the Trust Indenture Act of
1939 by any of Sections 310 to 317, inclusive, of said Act, such required
provision shall control.

      SECTION 17.10. This Indenture shall be governed by the laws of the State
of New York except as to the lien of property which lien shall be governed by
the laws of the state in which such property is situated.

                                    PART III

                                  THE TRUSTEES

      The Trustees shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Twenty-ninth Supplemental
Indenture or the due execution hereof by the Company, or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.

      Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustees by
reason of this Twenty-ninth Supplemental Indenture other than as set forth in
the
<PAGE>   200
                                       180

Indenture, subject to the restatement provided for in Part II hereof, and this
Twenty-ninth Supplemental Indenture is executed and accepted on behalf of the
Trustees, subject to all the terms and conditions set forth in the Indenture,
subject to the restatement provided for in Part II hereof, as fully to all
intents as if the same were herein set forth at length.

                                     PART IV

                            MISCELLANEOUS PROVISIONS

      Except insofar as herein otherwise expressly provided, all the provisions,
terms and conditions of the Indenture, subject to the restatement provided for
in Part II hereof, shall be deemed to be incorporated in, and made a part of,
this Twenty-ninth Supplemental Indenture; and the Indenture supplemented by the
Supplemental Indenture dated as of March 1, 1944, by the Second Supplemental
Indenture dated as of March 1, 1947, by the Third Supplemental Indenture dated
as of March 1, 1948, by the Fourth Supplemental Indenture dated as of November
1, 1950, by the Fifth Supplemental Indenture dated as of August 1, 195 1, by the
Sixth Supplemental Indenture dated as of January 15, 1954, by the Seventh
Supplemental Indenture dated as of November 15, 1955, by the Eighth Supplemental
Indenture dated December 2, 1955, by the Ninth Supplemental Indenture dated
December 5, 1956, by the Tenth Supplemental Indenture dated as of June 15, 1957,
by the Eleventh Supplemental Indenture dated as of May 15, 1961, by the Twelfth
Supplemental Indenture dated January 15, 1962, by the Thirteenth Supplemental
Indenture dated as of March 15, 1963, by the Fourteenth Supplemental Indenture
dated as of May 15, 1964, by the Fifteenth Supplemental Indenture dated as of
May 15, 1966, by the Sixteenth Supplemental Indenture dated as of May 15, 1967,
by the Seventeenth Supplemental Indenture dated as of September 1, 1968, by the
Eighteenth Supplemental Indenture dated as of November 15, 1968, by the
Nineteenth Supplemental Indenture dated as of June 1, 1970, by the Twentieth
Supplemental Indenture dated as of July 1, 1972, by the Twenty-first
Supplemental Indenture dated as of July 1, 1973, by the Twenty-second
Supplemental Indenture dated as of July 15, 1974, by the Twenty-third
Supplemental Indenture dated as of April 15, 1975, by the Twenty-fourth
Supplemental Indenture dated as of September 15, 1976, by the Twenty-fifth
Supplemental Indenture dated as of November 15, 1977, by the Twenty-sixth
Supplemental Indenture dated as of November 15, 1981, by the Twenty-
<PAGE>   201
                                       181

seventh Supplemental Indenture dated as of February 15, 1983, by the
Twenty-eighth Supplemental Indenture dated as of February 1, 1987, and by this
Twenty-ninth Supplemental Indenture is in all respects ratified and confirmed;
and the Indenture and said Supplemental Indentures shall be read, taken and
construed as one and the same instrument.

      Nothing in this Twenty-ninth Supplemental Indenture is intended, or shall
be construed, to give to any person or corporation, other than the parties
hereto and the holders of bonds issued and to be issued under and secured by the
Indenture, any legal or equitable right, remedy or claim under or in respect of
this Twenty-ninth Supplemental Indenture, or under any covenant, condition or
provision herein contained, all the covenants, conditions and provisions of this
Twenty-ninth Supplemental Indenture being intended to be, and being, for the
sole and exclusive benefit of the parties hereto and of the holders of bonds
issued and to be issued under the Indenture and secured thereby.

      All covenants, promises and agreements in this Twenty-ninth Supplemental
Indenture contained by or on behalf of the Company shall bind its successors and
assigns whether so expressed or not.

      This Twenty-ninth Supplemental Indenture may be executed in any number of
counterparts, and each of such counterparts when so executed shall be deemed to
be an original; but all such counterparts shall together constitute but one and
the same instrument.
<PAGE>   202
                                       182

      IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
Twenty-ninth Supplemental Indenture to be executed by its President or one of
its Vice Presidents and its corporate seal to be hereunto affixed, duly attested
by its Secretary or an Assistant Secretary, and Citibank, N.A., as Trustee as
aforesaid, has caused the same to be executed by one of its Vice Presidents or
one of its Assistant Vice Presidents and its corporate seal to be hereunto
affixed, duly attested by one of its Senior Trust Officers, and Robert T.
Kirchner, as Individual Trustee as aforesaid, has hereunto affixed his
signature, on the respective dates of their acknowledgments hereinafter set
forth, as of the date and year first above written.

MICHIGAN CONSOLIDATED GAS COMPANY

BY      PETER L. VERARDI                    Attest:
  --------------------------------
  Peter L. Verardi, Vice President                    SUSAN K. MCNISH
        500 Griswold Street                 ------------------------------------
         Detroit, Michigan                  Susan K. McNish, Assistant Secretary
                                                    500 Griswold Street
                                                     Detroit, Michigan

CITIBANK, N.A., as Trustee,


BY      R. T. KIRCHNER                       Attest:
  -------------------------------
  R. T. Kirchner, Vice President                          E. GIBBONS
         120 Wall Street                     -----------------------------------
        New York, New York                     E. Gibbons, Senior Trust Officer
                                                       120 Wall Street
                                                      New York, New York

       ROBERT T. KIRCHNER
-------------------------------
       Robert T. Kirchner
        65-24 79th Place
    Middle Village, New York

Signed, sealed, acknowledged and delivered by
MICHIGAN CONSOLIDATED GAS COMPANY, CITIBANK.
N.A. and ROBERT T. KIRCHNER, in the presence of:

       STEPHEN B. SHAW
-------------------------------
         S. B. Shaw

        PAM C. REBUCCI
-------------------------------
        Pam C. Rebucci
<PAGE>   203
                                       183

      The foregoing instrument was acknowledged before me this 27th day of July,
1989, by P. L. Verardi, Vice President and Treasurer of MICHIGAN CONSOLIDATED
GAS COMPANY, a Michigan corporation, on behalf of the corporation; by R. T.
Kirchner, Vice President, of Citibank, N.A., a national banking association, on
behalf of the corporation, as Trustee as in said instrument described and by
Robert T. Kirchner, as Individual Trustee as in said instrument described.


                                                ENZO L. CARBOCCI
                                   --------------------------------------------
                                                Enzo L. Carbocci
                                         Notary Public, State of New York
                                                 No. 43-5605595
                                           Qualified in Richmond County
                                       Certificate Filed in New York County
                                           Term Expires March 30, 1990


 My Commission expires:

 This instrument drafted by:

            Susan K. McNish, Assistant Secretary and Senior Attorney
                        Michigan Consolidated Gas Company
                               500 Griswold Street
                               Detroit, Michigan.

<PAGE>   204
                                      184

                                   SCHEDULE A
                                      FIRST

                              The following described real estate located in the
                        State of Michigan:

                                  ALPENA COUNTY

                              The following described lands in Alpena Township
                        (Township 3l North, Range 8 East):

PHELPS-COLLINS                  (1) A 0.50 acre parcel abutting the South
GATE STATION            right-of-way line of M-32 in the Northwest quarter (NW
                        1/4) of Section 30 described as: Commencing at the North
                        quarter corner of said Section 30, thence North
                        89(degrees)53'30" West along the North section line
                        264.00 feet to the Northwest corner of a parcel
                        described in Liber 258, Page 650, Alpena County Register
                        of Deeds Office, thence South Ol(degrees)20'30" East
                        62.75 feet to the South right-of-way line of M-32 (per
                        Liber 78, Page 116 and subsequent Certificate of
                        Surveys) to the point of beginning, thence South
                        Ol(degrees)20'30" East 208.0 feet, thence South
                        89(degrees)55'28" West 104.00 feet, thence North
                        Ol(degrees)20'30" West 208.00 feet, thence North
                        89(degrees)55'28" East along said South right-of-way
                        line 104.00 feet to the point of beginning.

                                ROSCOMMON COUNTY

                              The following described lands in Richfield
                        Township (Township 23 North, Range 1 West):

ST. HELEN'S                   (2) The East 25 feet of the South 58 feet of the
REGULATOR STATION      West 1/2 of the Southwest l/4 of the Southwest 1/4 of the
                       Southwest l/4, Section 27.

                                  WAYNE COUNTY

                              The following described lands in the City of
                       Hamtramck:

HAMTRAMCK OFFICE             (3) Lots 15 and 16, Block 4, D.W. Simons' Highland
PARKING                Subdivision, as recorded in Liber 11, Page 46 of Plats,
                       Wayne County Records.


HAMTRAMCK OFFICE             (4) Lot 50, Block 4, D.W. Simons' Highland
                       Subdivision, as recorded in Liber 11, Page 46 of Plats,
                       Wayne County Records.

                                 COLUMBUS FIELD

                                ST. CLAIR COUNTY

                             (Additional Interests)

                              (5) That portion of the following lands described
                       as all gas and oil formations and strata therein down to
                       the top of the Clinton formation,
<PAGE>   205
                                      185

                       together with the full right and power to use said
                       formations and strata for the purpose of storing natural
                       gas therein; withdrawing natural gas therefrom;
                       restoring natural gas therein and drilling wells
                       thereto, including fluid disposal wells, and conducting
                       other operations necessary or incidental thereto,
                       together with easements and rights-of-way over and upon
                       the surface of said lands for the purpose of carrying on
                       such operations, not including oil, gas or other
                       minerals, said lands being located and described as
                       follows:

                                Columbus Township, St. Clair County (T5N, R15E)

                              That part of the Southeast quarter of SECTION 22
                       described as beginning at a point on the East line of
                       Section 22, 690.6 feet South l(degree)00'50" West from
                       the East one-quarter post of Section 22, thence South
                       l(degree)00'50" West 328.8 feet along the East line of
                       Section 22, thence South 89(degrees)50'25" West 1344.58
                       feet to the West line of the East half of the Southeast
                       quarter of Section 22 as fenced, thence North
                       1(degree)17'15" East 328.84 feet along the West line of
                       the East half of the Southeast quarter of Section 22 as
                       fenced, thence North 89(degrees)50'25" East 1343.01 feet
                       to point of beginning; ALSO the West 60 acres of the East
                       half of the Northeast quarter of SECTION 26.

                                  EDMORE FIELD
                                 MONTCALM COUNTY
                             (Additional Interests)

                              (6) That portion of the following lands described
                       as the Michigan Stray formation therein and any other
                       natural gas strata therein down to and including the
                       Marshall formation therein, together with the full right
                       and power to use said strata for the purpose of storing
                       natural gas therein; withdrawing natural gas therefrom;
                       restoring natural gas therein and drilling wells
                       thereto, together with easements and rights-of-way over
                       and upon the surface of said lands for the purpose of
                       carrying on such operations, said lands being located
                       and described as follows:

                                Home Township, Montcalm County (T12N, R6W)

                              The North half of the Southeast quarter of the
                       Northeast quarter of SECTION 14; ALSO commencing at the
                       East quarter post of SECTION 15, thence West 40 rods,
                       thence North 20 rods, thence East 40 rods, thence South
                       20 rods to point of beginning; ALSO commencing 40 rods
                       West of the East quarter post of SECTION 15, thence West
                       to one-eighth line, thence North
<PAGE>   206
                                       186

                       20 rods, thence West 40 rods, thence South 20 rods,
                       thence East 40 rods to point of beginning; ALSO the
                       Southwest quarter of the Southwest quarter of SECTION
                       17, EXCEPT the South 20 rods thereof; ALSO a parcel of
                       land 20 rods North and South by 40 rods East and West in
                       the Southeast corner of the Southwest quarter of the
                       Southwest quarter of SECTION 17; ALSO the Southeast
                       quarter of SECTION 18, EXCEPT 1 acre in square form in
                       the Southeast corner thereof; and EXCEPT a parcel
                       beginning 208.7 feet West of the Southeast corner of said
                       Southeast quarter, thence West 214 feet, thence North
                       208.7 feet, thence East 214 feet, thence South 208.7
                       feet to point of beginning; and EXCEPT beginning 1664
                       feet West of the Southeast corner of the said Southeast
                       quarter, thence North 208 feet, thence West 208 feet,
                       thence South 208 feet, thence East 208 feet to point of
                       beginning; ALSO a parcel of land described as commencing
                       854 feet West of the Southeast corner of SECTION 19,
                       thence West 155 feet, thence North 175 feet, thence East
                       155 feet, thence South 175 feet to point of beginning;
                       ALSO the Southwest quarter of the Northeast quarter and
                       the East 25 acres of the Southeast quarter of the
                       Northwest quarter of SECTION 20; ALSO the South half of
                       the Northwest quarter of the Northwest quarter and the
                       North 381 feet of the West 1815 feet of the South half
                       of the Northwest quarter of SECTION 20; ALSO the
                       Northeast quarter of the Northeast quarter of the
                       Southeast quarter of SECTION 21, EXCEPT a parcel
                       commencing in the Northeast corner thereof, thence South
                       100 feet, thence West 183 feet, thence North 100 feet,
                       thence East 183 feet to point of beginning; ALSO the
                       East half of the West two-thirds of the Southeast
                       quarter of the Southwest quarter of the Southwest
                       quarter of SECTION 22; ALSO the East half of the
                       Southeast quarter, ALSO the South half of the Southeast
                       quarter of the Northeast quarter, SECTION 23; ALSO the
                       East 430 feet of the Southwest quarter of the Southwest
                       quarter of SECTION 24; ALSO a parcel of land 18 rods
                       East and West by 26 2/3 rods North and South in the
                       Southeast corner of the Northeast quarter of the
                       Southeast quarter of SECTION 25; ALSO that part of the
                       Northeast quarter of the Northwest quarter of SECTION 30
                       lying West and South of Wright's Creek; ALSO the West
                       one-quarter of the West half of the Northwest quarter of
                       the Northeast quarter of SECTION 35; ALSO the East half
                       of the Northwest quarter of the Northeast quarter, ALSO
                       the North half of the Northeast quarter of the Northeast
                       quarter, of SECTION 35.

                                Richland Township, Montcalm County (T12N, R5W)

                              A parcel of land described as commencing 50 rods
                       North of the one-quarter post on the East side of
                       SECTION 7, thence North 20 rods to the line of
<PAGE>   207
                                      187

                        School District No. 7, thence West 16 rods, thence South
                        20 rods, thence East 16 rods to point of beginning,
                        being a portion of the Southeast quarter of the
                        Northeast quarter; ALSO that part of the Northeast
                        quarter of the Southwest quarter lying South of the old
                        Pere Marquette Railway right-of-way, ALSO the Southwest
                        quarter of the Southwest quarter, ALSO the West half of
                        the Southeast quarter of the Southwest quarter, ALSO the
                        Northwest quarter of the Southwest quarter, ALSO that
                        part of the Northwest quarter of the Southeast quarter
                        lying South of the old Pere Marquette Railway
                        right-of-way, of SECTION 30.


                                 NEW HAVEN FIELD

                           GRATIOT & MONTCALM COUNTIES
                             (Additional Interests)

                              (7) That portion of the following lands described
                        as the Michigan Stray formation therein and any other
                        dry natural gas strata therein down to and including the
                        Marshall formation therein together with the full right
                        and power to use said strata for the purpose of storing
                        dry natural gas therein, withdrawing dry natural gas
                        therefrom, restoring dry natural gas therein and
                        drilling wells thereto, together with easements and
                        rights-of-way over and upon the surface of said lands
                        for the purpose of carrying on such operations,
                        excepting, however, minerals other than dry natural gas,
                        said lands being located and described as follows:


                                Sumner Township, Gratiot County (TllN, R4W)

                              The Southwest quarter of the Northwest quarter of
                        SECTION 29; ALSO a parcel of land described as
                        commencing at the West quarter corner of SECTION 29,
                        thence South 20 rods, thence East 18 rods, thence North
                        1 rod 17 links, thence East 9 rods 5 links, thence North
                        18 rods 8 links to the one-quarter line, thence West to
                        point of beginning.


                                Crystal Township, Montcalm County (Tl0N, R5W)

                              The Southeast quarter of the Southwest quarter of
                        SECTION 2; ALSO the Northwest fractional quarter of
                        SECTION 11, EXCEPT the West 76 rods thereof, and EXCEPT
                        West's East Side Park.
<PAGE>   208
                                      188

                                 TAGGART FIELD
                                 MECOSTA COUNTY
                             (Additional Interests)

                              (8) That portion of the following lands described
                        as the Michigan Stray formation therein and any other
                        dry natural gas strata therein down to and including the
                        Marshall formation therein together with the full right
                        and power to use said strata for the purpose of storing
                        dry natural gas therein, withdrawing dry natural gas
                        therefrom, restoring dry natural gas therein and
                        drilling wells thereto, together with easements and
                        rights-of-way over and upon the surface of said lands
                        for the purpose of carrying on such operations,
                        excepting, however, minerals other than dry natural gas,
                        said lands being located and described as follows:

                                Hinton Township, Mecosta County (T13N, R8W)

                              The East half of the Northeast quarter of SECTION
                        21, EXCEPT beginning at the Northeast corner of said
                        East half of Northeast quarter, thence South 10 rods,
                        thence West 8 rods, thence North 10 rods, thence East 8
                        rods to the point of beginning; ALSO the Northwest
                        quarter of the Northwest quarter, ALSO the Southeast
                        quarter of the Northwest quarter, ALSO the Northeast
                        quarter of the Southwest quarter, ALSO the Southwest
                        quarter of the Northwest quarter, EXCEPT the South 331
                        feet of the North 993 feet thereof, of SECTION 22.

                                     SECOND

                              The pipelines of the Company located in the State
                        of Michigan, including transmission lines, lateral
                        lines, well lines and gathering lines, together with
                        easements and rights-of-way for constructing,
                        maintaining, replacing and operating the same, and
                        pipes, structures, compressors, valves, regulators,
                        services, meters, machinery, fixtures, equipment and
                        apparatus comprising or appurtenant to said transmission
                        lines, lateral lines, well lines and gathering lines,
                        described as follows:

AETNA '8' PIPELINE

                              (i) The 3-inch natural gas pipeline, approximately
                        2.22 miles long, extending from the Aetna '8' Tap Site
                        in the Southeast quarter of Section 16, T13N, R10W,
                        Aetna Township, Mecosta County, Michigan in a general
                        Northwesterly direction across portions of Sections 16,
                        17 and 8, T13N, R10W, Aetna Township, Mecosta County, to
                        the Aetna '8' Purchase Meter
<PAGE>   209
                                      189

                        Station Site in the Northwest quarter of Section 8,
                        Aetna Township, Mecosta County, Michigan.



BAGLEY '21'                   (ii) The 6-inch natural gas pipeline approximately
PIPELINE EXTENSION      0.54 miles long extending from the Bagley 21 Purchase
                        Meter Station Site located in the Southeast 1/4 of
                        Section 21, T.30N., R.3W., Bagley Township, Otsego
                        County, Michigan generally South through Sections 21 and
                        22 T.30N., R3W., Bagley Township, Otsego County,
                        Michigan to the Fruehauf Facility Tie-in Area located in
                        the Southwest 1/4 of Section 22, T.30N., R.3W., Bagley
                        Township, Otsego County, Michigan.

BURDELL '19'                  (iii) The 6-inch natural gas pipeline,
PIPELINE                approximately 10.62 miles long, extending from the
                        Burdell '19' Tap Site in the Northeast quarter of
                        Section 35, T20N, R9W, Sherman Township, Osceola County,
                        Michigan, in a general Westerly direction across
                        portions of Sections 35, 26, 27, 28, 21, 20 and 19,
                        T20N, R9W, Sherman Township, Osceola County, and
                        portions of Sections 24, 23, 22, 21, 20 and 19, T20N,
                        RlOW, Burdell Township, Osceola County, to the Burdell
                        '19' Purchase Meter Station Site in the Southeast
                        quarter of Section 19, Burdell Township, Osceola County,
                        Michigan.

CENTRAL CHARLTON              (iv) The 3-inch natural gas pipeline approximately
'4' PIPELINE            1.24 miles long extending from the Central Charlton 4
                        Purchase Meter Station located in the Southwest l/4 of
                        Section 9, T.30N., R.lW., Central Charlton Township,
                        Otsego County, Michigan generally North through Sections
                        4 and 9 T.30N., R.lW., Central Charlton Township, Otsego
                        County, Michigan to the Central Charlton 4 Purchase
                        Meter Station located in the Southeast l/4 of Section 4,
                        T.30N., R.1 W., Central Charlton Township, Otsego
                        County, Michigan.

CLAYTON '10'                  (v) The 8-inch natural gas pipeline approximately
PIPELINE                16.66 miles long, extending from the Marathon Oil
                        Company Processing Plant located in the West l/2 of
                        Section 27, T.22N., R.2E., West Branch Township, Ogemaw
                        County, Michigan, generally East through Sections 27, 26
                        and 25, T.22N., R.2E., West Branch Township, Ogemaw
                        County, and continuing generally East through Sections
                        30, 29, 28, 27 and part of 26, T.22N., R.3E., Churchill
                        Township, Ogemaw County, thence generally Southeasterly
                        through part of Sections 26 and 35, T.22N., R.3E.,
                        Churchill Township, Ogemaw County, thence generally
                        South through Section 35, T.22N., R.3E., Churchill
                        Township, Ogemaw County, and continuing generally South
                        through Sections 2 and part of 11, T.21N., R.3E., Mills
                        Township, Ogemaw County, thence generally Southeasterly
                        through part of Sections 11, 12, and 13, T.21N., R.3E.,
                        Mills Township, Ogenaw County, and continuing generally
                        Southeasterly through
<PAGE>   210
                                      190

                        Sections 18, 17 and 20, T.21N., R.4E., Richland
                        Township, Ogemaw County, thence generally Southerly
                        through Sections 29 and 32, T.21N., R.4E., Richland
                        Township, Ogemaw County, and continuing generally
                        Southerly through Sections 3 and part of 10, T.20N.,
                        R.4E., Clayton Township, Arenac County, Michigan, to the
                        Amoco Central Production Facility located in Northwest
                        l/4 of Section 10, T.20N., R.4E., Clayton Township,
                        Arenac County, Michigan.

EAST KALKASKA '18'            (vi) The 2-inch natural gas pipeline,
PIPELINE                approximately 1.16 miles long, extending from the East
                        Kalkaska '18' Tap Site in the Southeast quarter of
                        Section 12, T27N, R8W, Kalkaska Township (West),
                        Kalkaska County, Michigan, in a general Southeasterly
                        direction across portions of Section 12, Kalkaska
                        Township (West) and Sections 7 and 18, T27N, R7W,
                        Kalkaska Township (East) to the East Kalkaska '18'
                        Purchase Meter Station Site in the Northeast quarter of
                        Section 18, Kalkaska Township (East), Kalkaska County,
                        Michigan.

FILER '33' PIPELINE           (vii) The 3-inch natural gas pipeline,
                        approximately 2.20 miles long, extending from the Filer
                        '33' Tap Site in the Northeast quarter of Section 35,
                        T21N, R17W, Filer Township (West part), Manistee
                        County, Michigan, in a general Westerly direction across
                        portions of Sections 35, 34 and 33, T2lN, R17W, Filer
                        Township (West part), Manistee County, to the Filer '33'
                        Purchase Meter Station Site in the Northeast quarter of
                        Section 33, Filer Township (West part), Manistee County,
                        Michigan.

GENERAL MOTORS-               (viii) The 4-inch natural gas pipeline,
MILFORD PIPELINE        approximately 2.00 miles long, extending from the
                        General Motors-Milford Tap Site in the Northeast quarter
                        of Section 16, T2N, R7E, Milford Township, Oakland
                        County, Michigan, in a general Westerly direction across
                        portions of Sections 16, 9, 8 and 7, T2N, R7E, Milford
                        Township, Oakland County, to the General Motors-Milford
                        Gate Station in the Southeast quarter of Section 7,
                        Milford Township, Oakland County, Michigan.

GOODWELL '17'                 (ix) The 4-inch natural gas pipeline,
PIPELINE                approximately 0.96 miles long, extending from the
                        Goodwell '17' Tap Site in the Northwest quarter of
                        Section 9, T14N, RllW, Goodwell Township, Newaygo
                        County, Michigan, in a general Southerly direction
                        across portions of Sections 9, 8 and 17, T14N, Rl1W,
                        Goodwell Township, Newaygo County, to the Goodwell '17'
                        Purchase Meter Station Site in the Northeast quarter of
                        Section 17, Goodwell Township, Newaygo County, Michigan.
<PAGE>   211
                                      191

GOODWELL '26'                 (x) The 4-inch natural gas pipeline, approximately
PIPELINE                9.00 miles long, extending from the Corey Lake Purchase
                        Meter Station Site in the Southwest quarter of Section
                        11, T14N, R12W, Wilcox Township, Newaygo County,
                        Michigan, in a general Easterly direction across
                        portions of Sections 11 and 12, T14N, R12W, Wilcox
                        Township, Newaygo County, and portions of Sections 7,
                        18, 19, 20, 21, 22, 27 and 26, T14N, Rl1W, Goodwell
                        Township, Newaygo County, to the Goodwell '26' Purchase
                        Meter Station Site in the Northeast quarter of Section
                        26, Goodwell Township, Newaygo County, Michigan.

NORTHEAST FOSTER              (xi) The 6-inch natural gas pipeline,
'28' PIPELINE           approximately 3.05 miles long,  extending from the
                        Northeast Foster Tap Site in the Northeast quarter of
                        Section 36, T24N, R2E, Rose Township (West), Ogemaw
                        County, Michigan, in a general Westerly direction across
                        portions of Sections 36, 35 and 34, T24N, R2E, Rose
                        Township, Ogemaw County, and portions of Sections 33 and
                        28, T24N, R2E, Foster Township (Northeast), Ogemaw
                        County, to the Northeast Foster '28' Purchase Meter
                        Station Site in the Southeast quarter of Section 28,
                        Foster Township (Northeast), Ogemaw County, Michigan.

NORWICH '28'                  (xii) The 6-inch natural gas pipeline,
PIPELINE                approximately 0.63 miles long, extending from the
                        Norwich '29' Tap Site in the Northwest quarter of
                        Section 28, T15N, Rl1W, Norwich Township, Newaygo
                        County, Michigan, in a general Southeasterly direction
                        across portions of Section 28 to the Norwich '28'
                        Purchase Meter Station Site in the Southwest quarter of
                        Section 28, Norwich Township, Newaygo County, Michigan.

NORWICH '35'                 (xiii) The 3-inch natural gas pipeline,
PIPELINE EXTENSION      approximately 0.73 miles long, extending from the
                        Norwich,'35, Purchase Meter Station Site in the
                        Southwest quarter of Section 35, T15N, RIIW, Norwich
                        Township, Newaygo County, Michigan, in a general
                        Northeasterly direction across a portion of Section 35,
                        T15N, Rl1 W, Norwich Township, Newaygo County, to the
                        Norwich '35-A' Purchase Meter Station Site in the
                        Northwest quarter of Section 35, Norwich Township,
                        Newaygo County, Michigan.

SOUTHWEST MENTOR              (xiv) The 6-inch natural gas pipeline,
'29' PIPELINE           approximately 9.53 miles long, extending from the
                        Intermediate Tie-In Site in the Northwest quarter of
                        Section 12, T23N, R2E, Klacking Township, Ogemaw County,
                        Michigan, in a general Northerly direction across
                        portions of Sections 12 and 1, T23N, R2E, Klacking
                        Township, Ogemaw County, and Sections 36, 25, 24, 13 and
                        12, T24N, R2E, Rose Township (West), Ogemaw County,
                        also, in a general Northeasterly direction across
                        portions of Sections 7 and 6, T24N, R3E, Rose
<PAGE>   212
                                      192

                        Township (East), Ogemaw County, and Sections 31, 32 and
                        29, T25N, R3E, Mentor Township (Southwest), Oscoda
                        County, to the Southwest Mentor '29' Purchase Meter
                        Station Site in the Southeast quarter of Section 29,
                        Mentor Township (Southwest), Oscoda County, Michigan.

SOUTHWEST MENTOR              (xv) The 6-inch natural gas pipeline,
'29' PIPELINE           approximately 8.83 miles long, extending from the
(PHASE II)              Southwest Mentor '29' Tap Site in the Northeast quarter
                        of Section 25, T22N, R2E, West Branch Township, Ogemaw
                        County, Michigan, in a general Northerly direction
                        across portions of Sections 25, 24, 13, 12 and 1, T22N,
                        R2E, West Branch Township, Ogemaw County, and portions
                        of Sections 36, 25, 24, 13 and 12, T23N, R2E, Klacking
                        Township, Ogemaw County, to the point of interconnection
                        with the Southwest Mentor '29' Pipeline (Phase I) in the
                        Northeast quarter of Section 12, Klacking Township,
                        Ogemaw County, Michigan.

SOUTHWEST MENTOR              (xvi) The 3-inch natural gas pipeline,
TIE-LINE                approximately 1.04 miles long, extending from the Rose
                        City Regulator Station Site in the Northeast quarter of
                        Section 7, T23N, R3E, Cumming Township, Ogemaw County,
                        Michigan, in a general Westerly direction across a
                        portion of Section 7, T23N, R3E, Cumming Township,
                        Ogemaw County, and Section 12, T23N, R2E, Klacking
                        Township, Ogemaw County, to the Intermediate Tie-In Site
                        in the Northwest quarter of Section 12, Klacking
                        Township, Ogemaw County, Michigan.

WINTERFIELD '12'              (xvii) The 3-inch natural gas pipeline,
PIPELINE                approximately 2.02 miles long, extending from the
                        Winterfield '12' Tap Site in the Southeast quarter of
                        Section 7, T20N, R5W, Summerfield Township, Clare
                        County, Michigan, in a general Northwesterly direction
                        across a portion of Section 7, T20N, R5W, Summerfield
                        Township, Clare County, and Section 12, T20N, R6W,
                        Winterfield Township, Clare County, to the Winterfield
                        '12' Purchase Meter Station Site in the Northwest
                        quarter of Section 12, Winterfield Township, Clare
                        County, Michigan.

                                     THIRD

NATURAL GAS                   All right, title and interest of the Company in
PURCHASE CONTRACTS      and under a certain Service Agreement for the purchase
                        of natural gas dated as of December 14, 1987, between
                        the Company and ANR Pipeline Company, which supersedes
                        the Service Agreement between the Company and Michigan
                        Wisconsin Pipe Line Company dated as of March 14, 1983.
<PAGE>   213
                           RECORDING AND FILING

      The Twenty-ninth Supplemental Indenture was recorded as a Real Estate
Mortgage in the office of the Register of Deeds in each of the counties set
forth below and filed in the office of the Michigan Department of State:

<TABLE>
<CAPTION>
COUNTY                                                               DATE        LIBER         PAGE
------                                                               ----        -----         ----
<S>                                                                 <C>          <C>       <C>
ALCONA .....................................................        8/3/89        227        864-995
                                                                                  228           l-81
ALGER ......................................................        8/3/89         82        274-486
ALLEGAN ....................................................        8/3/89       1228          6-218
ALPENA .....................................................        8/2/89        214        149-361
ANTRIM .....................................................        8/3/89        341      1036-1248
ARENAC .....................................................        8/2/89        133        151-363
BARRY ......................................................        8/2/89        486          1-213
BAY ........................................................        8/2/89       1116        742-953
BENZIE .....................................................        8/2/89        236         96-308
CALHOUN ....................................................        8/2/89       1499       889-1000
                                                                                 1500          1-100
CHARLEVOIX .................................................        8/2/89        210        414-626
CHEBOYGAN ..................................................        8/4/89        512          1-213
CHIPPEWA ...................................................        8/2/89        529          1-213
CLARE ......................................................        8/2/89        177         53-265
CLINTON ....................................................        8/2/89        494         89-301
CRAWFORD ...................................................        8/4/89        300          1-213
DELTA ......................................................        8/2/89        333        129-341
DICKINSON ..................................................        8/2/89        170        645-857
EATON ......................................................        8/3/89        803        263-475
EMMET ......................................................        8/2/89        414        692-904
GLADWIN ....................................................        8/2/89        138        192-404
GRAND TRAVERSE .............................................        8/2/89        780        422-634
GRATIOT ....................................................        8/3/89        488    1  085-1297
HILLSDALE ..................................................        8/2/89        600        320-532
HURON ......................................................        8/2/89        527        155-367
INGHAM .....................................................        8/2/89       1768        126-338
IONIA ......................................................        8/2/89        420        327-539
IOSCO ......................................................        8/2/89        383          1-213
IRON .......................................................        8/3/89        148        564-600
                                                                                  149          1-176
ISABELLA ...................................................        8/2/89        660        133-345
JACKSON ....................................................        8/3/89       1204        523-735
KALAMAZOO ..................................................        8/4/89       1421        450-662
KALKASKA ...................................................        8/3/89        274        462-675
KENT .......................................................        8/3/89       2651       992-1204
LAKE .......................................................        8/2/89        192        619-831
LAPEER .....................................................        8/2/89        666        616-828
LEELANAU ...................................................        8/2/89        301        422-634
LENAWEE ....................................................        8/2/89       1105        664-876
LIVINGSTON .................................................        8/2/89       1357        347-559
MACOMB .....................................................        8/2/89       4695          l-213
MANISTEE ...................................................        8/4/89        521        620-832
MARQUETTE ..................................................        8/2/89        420        712-924
</TABLE>


                               193
<PAGE>   214
                                      193

     Also all right, title and interest of the Company as purchaser of natural
gas under the following described contracts:

<TABLE>
<CAPTION>

Seller                                                      Date of Contract
------                                                      ----------------
<S>                                                         <C>
Union Oil Company of California                             January 1, 1986
Petrostar Energy                                            June 15, 1986
Bob Adams & Associates, Inc.                                November 1, 1986
Southern Michigan Oil Company, Inc.                         November 1, 1986
Empire Oil and Gas 2 Ltd.                                   November 10, 1986
Shell Western E&P Inc.                                      April 1, 1987
Petrostar Energy                                            June 22, 1987
Petrostar Energy                                            June 22, 1987
Amoco Production Company                                    July 1, 1987
Preston Oil Company and Pangbom
   Exploration                                              July 1, 1987
Shell Western E&P Inc.                                      July 1, 1987
Terra Energy Ltd.                                           July 1, 1987
Three Star Energy, Inc.                                     July 1, 1987
Marathon Oil Company                                        January 1, 1988
Tongue, Schuster & Associates, Inc.                         August 1, 1988
Jennings Petroleum Company                                  December 1, 1988
West Bay Exploration Company                                December 1, 1988
</TABLE>
<PAGE>   215
<TABLE>
<CAPTION>
COUNTY                                                                DATE         LIBER           PAGE
------                                                                ----         -----           ----
<S>                                                                  <C>      <C>             <C>
MASON .......................................................        8/3/89        383           121-332
MECOSTA .....................................................        8/3/89        477           379-591
MENOMINEE ...................................................        8/2/89        298            10-222
MIDLAND .....................................................        8/2/89        619           530-742
MISSAUKEE ...................................................        8/2/89        257          914-1126
MONROE ......................................................        8/2/89       1087            22-234
MONTCALM ....................................................        8/3/89        635            87-299
MONTMORENCY .................................................        8/2/89         78           174-386
MUSKEGON ....................................................        8/2/89       1484           185-397
NEWAYGO .....................................................        8/2/89        348         9687-9899
OAKLAND .....................................................        8/3/89      11005          835-1047
OCEANA ......................................................        8/2/89   Document Nos.    895258-895470
OGEMAW ......................................................        8/2/89        346            98-310
OSCEOLA .....................................................        8/2/89        511           604-816
OSCODA ......................................................        8/2/89         57           158-370
OTSEGO ......................................................        8/2/89        432           444-656
OTTAWA ......................................................        8/2/89       1351             1-213
PRESQUE ISLE ................................................        8/2/89        113           391-603
ROSCOMMON ...................................................        8/2/89        553           615-827
ST. CLAIR ...................................................        8/2/89        936             1-213
SANILAC .....................................................        8/2/89        404           633-845
SHIAWASSEE ..................................................        8/2/89        671           534-746
TUSCOLA .....................................................        8/2/89        594         1080-1292
WASHTENAW ...................................................        8/2/89       2336           494-706
WAYNE .......................................................        8/2/89      24280            93-305
WEXFORD .....................................................        8/2/89        229             1-213
SECRETARY OF STATE ..........................................        8/2/89    Document No.       96733A
</TABLE>