<PAGE>

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                          THIRD SUPPLEMENTAL INDENTURE

                                      FROM

                        MICHIGAN CONSOLIDATED GAS COMPANY

                                       TO

                                 CITIBANK, N.A.

                                     TRUSTEE

                                   -----------

                           Dated as of August 15, 2001

                             SUPPLEMENT TO INDENTURE

                            Dated as of June 1, 1998

                                  Providing for

                          6 1/8% Senior Notes due 2008


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


<PAGE>



         This THIRD SUPPLEMENTAL INDENTURE is made as of the 15th day of August,
2001, by and between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly
organized and existing under the laws of the State of Michigan (the "Company"),
and CITIBANK, N.A., a national banking association incorporated and existing
under and by virtue of the laws of the United States of America, as trustee (the
"Trustee").

                            RECITALS OF THE COMPANY:

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of June 1, 1998 (the "Original Indenture"), as
amended, supplemented and modified (as so amended, supplemented and modified,
the "Indenture"), providing for the issuance by the Company from time to time of
its senior debt securities (the "Securities"); and

         WHEREAS, the Company desires to provide for the issuance of a series of
its Securities pursuant to the Indenture; and

         WHEREAS, the Company, in the exercise of the power and authority
conferred upon and reserved to it under the provisions of the Original
Indenture, including Section 10.1 thereof, and pursuant to appropriate
resolutions of the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this Supplemental Indenture to the Original Indenture as
permitted by Section 2.1 and Section 3.1 of the Original Indenture in order to
establish the form or terms of, and to provide for the creation and issue of, a
series of its Securities under the Original Indenture, which shall be known as
the "6 1/8% Senior Notes due 2008" (the "Senior Notes"); and

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

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

                                   Article I
                       RELATION TO INDENTURE; DEFINITIONS

         Section 1.01.

         This Supplemental Indenture constitutes an integral part of the
Indenture.

         Section 1.02.

         For all purposes of this Supplemental Indenture:



                                       2


<PAGE>

         (a) Capitalized terms used but not otherwise defined herein shall have
the respective meanings assigned to such terms in the Indenture;

         (b) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture; and

         (c) The terms "hereof," "herein," "hereby," "hereto," "hereunder," and
"herewith" refer to this Supplemental Indenture.

                                   Article II
                                 THE SECURITIES

         This Supplemental Indenture hereby establishes a series of Securities,
known as and entitled "6 1/8% Senior Notes due 2008." The aggregate principal
amount of the Securities shall be limited initially to Two Hundred Million
Dollars ($200,000,000) (except for Senior Notes authenticated and delivered upon
transfer of, or in exchange for, or in lieu of, other Senior Notes); provided
that the Company may, without the consent of the Holders, "reopen" the series of
Senior Notes so as to increase the aggregate principal amount of the Senior
Notes in compliance with the procedures set forth in the Original Indenture,
including Section 3.1 and Section 3.3 thereof, and subject to limitations, if
any, on the Company's ability to issue Collateral Bonds securing the additional
Senior Notes, so long as any such additional Senior Notes have the same tenor
and terms as the Senior Notes then Outstanding.

         The Senior Notes are not subject to repayment at the option of Holders
thereof and are not subject to any sinking fund. As provided in the form of
Senior Notes attached hereto as Appendix I, the Senior Notes are subject to
optional redemption, as a whole or in part, by the Company prior to the Stated
Maturity of the principal thereof on the terms set forth therein. Except as
modified in the form of the Senior Notes, redemptions shall be effected in
accordance with Article Twelve of the Original Indenture.

         The Senior Notes shall have such other terms and provisions as are set
forth in the form of the Senior Notes attached hereto as Appendix I (which is
incorporated by reference in and made a part of this Supplemental Indenture as
if set forth in full at this place).

         The Senior Notes shall be issuable only in fully registered form and,
as permitted by Section 3.1 and Section 3.2 of the Original Indenture, in
denominations of $1,000 and integral multiples thereof. The Senior Notes will
initially be issued in global form (the "Global Notes") under a book-entry
system, registered in the name of The Depository Trust Company, as depository
("DTC"), or its nominee, which is hereby designated as "U.S. Depositary" under
the Indenture.

         Further to Section 3.5 of the Original Indenture, any Global Note shall
be exchangeable for Senior Notes registered in the name of, and a transfer of a
Global Note may be registered to, any Person other than the U.S. Depositary for
such Senior Note or its nominee only if (i) such U.S. Depositary notifies the
Company that it is unwilling or unable to continue as U.S. Depositary for such
Global Note or if at any time such U.S. Depositary ceases to be a clearing
agency registered under the Exchange Act, and, in either such case, the Company
does not appoint a successor U.S. Depositary within 90 days thereafter, (ii) the
Company executes and

                                       3

<PAGE>


delivers to the Trustee a Company Order that such Global Note shall be so
exchangeable and the transfer thereof so registrable or (iii) there shall have
occurred and be continuing an Event of Default or an event which, with the
giving of notice or lapse of time, or both, would constitute an Event of Default
with respect to the Senior Notes. Upon the occurrence in respect of any Global
Note of any or more of the conditions specified in clause (i), (ii) or (iii) of
the preceding sentence, such Global Note may be exchanged for Senior Notes
registered in the name of, and the transfer of such Global Note may be
registered to, such Persons (including Persons other than the U.S. Depositary
and its nominees) as such U.S. Depositary, in the case of an exchange, and the
Company, in the case of a transfer, shall direct.

                                  Article III
                          TRANSFER OF COLLATERAL BONDS

          The Company hereby issues, delivers and transfers to the Trustee in
connection with the issuance of the Senior Notes, Two Hundred Million Dollars
($200,000,000) aggregate principal amount of a related issue of Collateral Bonds
of the Company designated "First Mortgage Bonds, 6 1/8% Collateral Bonds due
2008" (the "Related Issue of Collateral Bonds" and, together with all other
First Mortgage Bonds issued under the First Mortgage Indenture as security for
Securities issued under the Indenture, "Collateral Bonds"), which has been fully
registered in the name of the Trustee in such capacity, to be held in trust for
the benefit of the Holders from time to time of the Senior Notes as security for
any and all obligations of the Company in respect of the Senior Notes of this
series under the Indenture, this Supplemental Indenture and the Senior Notes,
including but not limited to (1) the full and prompt payment of the interest on,
principal of, and premium, if any, on the Senior Notes when and as the same
shall become due and payable in accordance with the terms and provisions of the
Indenture and this Supplemental Indenture and the Senior Notes, either at the
Stated Maturity, upon acceleration of the maturity or upon redemption of the
Senior Notes, and (2) the full and prompt payment of any interest on the Senior
Notes when and as the same shall become due and payable in accordance with the
terms and provisions of the Indenture and this Supplemental Indenture and the
Senior Notes. The Trustee shall enforce all of its rights under the First
Mortgage Indenture as a holder of the Related Issue of Collateral Bonds
transferred to it as provided in this Article III for the benefit of the Holders
of the Senior Notes and the proceeds of the enforcement of such rights shall be
applied by the Trustee to satisfy the Company's obligations under the Indenture,
this Supplemental Indenture and the Senior Notes.

         The Company shall make payments of the principal of, and premium or
interest on, the Related Issue of Collateral Bonds to the Trustee, which
payments shall be applied by the Trustee to satisfaction of all obligations then
due on the Senior Notes.

         The Related Issue of Collateral Bonds shall not be sold or transferred
by the Trustee until the earlier of the Release Date or the prior retirement of
the Senior Notes through redemption, repurchase or otherwise. The "Release Date"
shall be the date that all First Mortgage Bonds of the Company issued and
outstanding under the First Mortgage Indenture, other than the Collateral Bonds,
have been retired (at, before or after the maturity thereof) through payment,
redemption or otherwise, provided that no default or Event of Default has
occurred and, at such time, is continuing under the Indenture.

                                       4

<PAGE>


                                   Article IV
                                    COVENANTS

         Section 4.01.

         The covenant set forth in Section 11.10 of the Indenture shall apply to
the Senior Notes only from and after the Release Date (unless Substituted
Collateral Bonds are issued to secure the Senior Notes from and after the
Release Date); provided, that, in any case, the Company may issue, assume or
guarantee Indebtedness secured by a Lien not otherwise permitted under Section
11.10 so long as it effectively secures the Senior Notes equally and ratably
with such Indebtedness.

         Section 4.02.

         The covenant set forth in Section 11.11 of the Indenture shall apply to
the Senior Notes only from and after the Release Date (unless Substituted
Collateral Bonds are issued to secure the Senior Notes from and after the
Release Date).

                                   Article V
                                  MISCELLANEOUS

         Section 5.01.

         The Trustee has accepted the amendment of the Indenture effected by
this Supplemental Indenture and agrees to execute the trust created by the
Indenture as hereby amended, but only upon the terms and conditions set forth in
the Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner
whatsoever for or with respect of any of the recitals or statements contained
herein, all of which recitals or statements are made solely by the Company, or
for or with respect to (a) the validity or sufficiency of this Supplemental
Indenture or any of the terms or provisions hereof, (b) the proper authorization
hereof by the Company by corporate action or otherwise, and (c) the due
execution hereof by the Company.

         Section 5.02.

         This Supplemental Indenture and the Senior Notes shall be construed in
connection with and as a part of the Indenture and shall be governed by the laws
(other than the choice of law provisions) of the State of New York.

         Section 5.03.

         (a) If any provision of this Supplemental Indenture conflicts with
another provision of the Indenture required to be included in indentures
qualified under the Trust Indenture Act of 1939, as amended (as enacted prior to
the date of this Supplemental Indenture), by any of the provisions of Section
310 to 317, inclusive, of said act, such required provision shall control.



                                       5

<PAGE>

         (b) In case any one or more of the provisions contained in this
Supplemental Indenture or in the Senior Notes issued hereunder should be
invalid, illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.

         Section 5.04.

         Whenever in this Supplemental Indenture either of the parties hereto is
named or referred to, such name or reference shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements
contained in this Supplemental Indenture by or on behalf of the Company or by or
on behalf of the Trustee shall bind and inure to the benefit of the respective
successors and assigns of such parties, whether so expressed or not.

         Section 5.05.

         (a) This Supplemental Indenture may be simultaneously executed in
several counterparts, and all such counterparts executed and delivered, each as
an original, shall constitute but one and the same instrument.

         (b) The descriptive headings of the several Articles of this
Supplemental Indenture were formulated, used and inserted in this Supplemental
Indenture for convenience only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.


                                       6
<PAGE>



         IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
Supplemental Indenture to be executed by its duly authorized Officer and its
corporate seal to be hereunto affixed, and CITIBANK, N.A., as Trustee as
aforesaid, has caused this Supplemental Indenture to be executed by one of its
authorized signatories, as of August 15, 2001.

                                          MICHIGAN CONSOLIDATED GAS COMPANY


                                          By: /s/ N.A. Khouri
                                              -------------------------------
                                          Name: N.A. Khouri
                                          Title: Vice President and Treasurer




                                          CITIBANK, N.A., as Trustee



                                          By: /s/ Wafaa Orfy
                                              -------------------------------
                                          Name: Wafaa Orfy
                                          Title: Assistant Vice President


                                       7





<PAGE>









                                                                      Appendix I

                           FORM OF 6 1/8% SENIOR NOTE


CUSIP: 594457 BQ5
No. [  ]

                                                                    $200,000,000

         THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE SENIOR INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A U.S. DEPOSITARY OR A
NOMINEE OF A U.S. DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR A NOTE IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE U.S. DEPOSITARY TO A NOMINEE OF THE U.S. DEPOSITARY OR BY A
NOMINEE OF THE U.S. DEPOSITARY TO THE U.S. DEPOSITARY OR ANOTHER NOMINEE OF THE
U.S. DEPOSITARY OR BY THE U.S. DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY.

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

                        MICHIGAN CONSOLIDATED GAS COMPANY

                               6 1/8% Senior Notes
                                    due 2008

Principal Amount: $200,000,000

Authorized Denomination: $1,000

Regular Record Date: close of business on the 15th calendar day (whether or not
a Business Day) prior to the relevant Interest Payment Date

Original Issue Date: August 22, 2001

Stated Maturity: September 1, 2008

Interest Payment Dates: March 1 and September 1 of each year, commencing March
1, 2002

Interest Rate: 6 1/8% per annum



                                      I-1

<PAGE>

         MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and
existing under the laws of the State of Michigan (the "Company", which term
includes any successor corporation under the Senior Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co. or
registered assigns, at the office or agency of the Company in The City of New
York, New York, the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000)
on September 1, 2008 (the "Stated Maturity"), in the coin or currency of the
United States, and to pay interest thereon from the Original Issue Date shown
above, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on each Interest Payment
Date as specified above, commencing on March 1, 2002 and on the Stated Maturity
at the rate per annum shown above (the "Interest Rate") until the principal
hereof is paid or made available for payment and on any overdue principal and
premium and on any overdue installment of interest. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Senior Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered on the Regular
Record Date as specified above next preceding such Interest Payment Date;
provided that any interest payable at Stated Maturity or on a Redemption Date
will be paid to the Person to whom principal is payable. Except as otherwise
provided in the Senior Indenture, any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Senior Note is registered at the close of business on a Special Record Date for
the payment of such defaulted Interest to be fixed by the Senior Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange,
if any, on which the Securities of this series shall be listed, and upon such
notice as may be required by any such exchange, all as more fully provided in
the Senior Indenture.

         Payments of interest on this Senior Note will include interest accrued
to but excluding the respective Interest Payment Dates. Interest payments for
this Senior Note shall be computed and paid on the basis of a 360-day year of
twelve 30-day months. The Company shall pay interest on overdue principal and
premium, if any, and, to the extent lawful, on overdue installments of interest
at the rate per annum borne by this Senior Note. In the event that any Interest
Payment Date, Redemption Date or Maturity Date is not a Business Day, then the
required payment of principal, premium, if any, and interest will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay). "Business Day" means any day other than a
day on which banking institutions in The State of New York or the State of
Michigan are authorized or obligated pursuant to law or executive order to
close.

         Payment of principal of, premium, if any, and interest on the
Securities of this series shall be made in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Payments of principal of, premium, if any, and
interest on Securities of this series represented by a Global Security shall be
made by wire transfer of immediately available funds to the Holder of such
Global Security, provided that, in the case of payments of principal and
premium, if any, such Global Security is first surrendered to the Paying Agent
(as defined in the Senior Indenture). If any of the Securities of this series
are no longer represented by a Global Security, (i) payments of principal,
premium, if any, and interest due at the Stated Maturity or earlier redemption
of such Securities shall be made at the


                                      I-2

<PAGE>



office of the Paying Agent upon surrender of such Securities to the Paying
Agent, and (ii) payments of interest shall be made, at the option of the
Company, subject to such surrender where applicable, (A) by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or (B) by wire transfer at such place and to such account at a
banking institution in the United States as may be designated in writing to the
Senior Trustee at least sixteen (16) days prior to the date for payment by the
Person entitled thereto.

         UNTIL THE RELEASE DATE (AS DEFINED ON THE REVERSE HEREOF), THIS SENIOR
NOTE SHALL BE SECURED BY FIRST MORTGAGE BONDS (THE "FIRST MORTGAGE BONDS")
ISSUED AND DELIVERED BY THE COMPANY TO THE SENIOR TRUSTEE (AS DEFINED ON THE
REVERSE HEREOF) UNDER THE COMPANY'S TWENTY-NINTH SUPPLEMENTAL INDENTURE DATED AS
OF JULY 15, 1989, PROVIDING FOR THE RESTATEMENT OF THE INDENTURE OF MORTGAGE AND
DEED OF TRUST DATED AS OF MARCH 1, 1994 BETWEEN THE COMPANY AND CITIBANK, N.A.
(THE "MORTGAGE TRUSTEE"), AS SUPPLEMENTED BY THE THIRTY-SIXTH SUPPLEMENTAL
INDENTURE (AS SO SUPPLEMENTED, THE "MORTGAGE INDENTURE"). ON THE RELEASE DATE,
THE SENIOR NOTES SHALL CEASE TO BE SECURED BY SUCH FIRST MORTGAGE BONDS AND, AT
THE COMPANY'S OPTION, EITHER (i) SHALL BECOME UNSECURED GENERAL OBLIGATIONS OF
THE COMPANY OR (ii) SHALL BE SECURED BY FIRST MORTGAGE BONDS UNDER A SECURED
MORTGAGE INDENTURE OTHER THAN THE MORTGAGE INDENTURE.

         Reference is made to the further provisions of this Senior Note set
forth on the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.

         This Senior Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been manually
signed by the Senior Trustee under the Senior Indenture referred to on the
reverse hereof.

         IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
instrument to be duly executed under its corporate seal.

Dated:

                                              MICHIGAN CONSOLIDATED GAS COMPANY


                                              By:
                                                   -----------------------------
                                                   Title:

Attest:

By:
     -----------------------
     Title:

                                      I-3



<PAGE>



                         CERTIFICATION OF AUTHENTICATION

Dated:

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

                                               CITIBANK, N.A., as Trustee


                                              By:
                                                 -------------------------------
                                                     Authorized Signatory


                                       I-4




<PAGE>



                        MICHIGAN CONSOLIDATED GAS COMPANY

                               6 1/8% Senior Notes
                                    due 2008

         1. Senior Indenture. (a) This Senior Note is one of the duly authorized
issue of Securities of the Company (hereinafter called the "Securities") of the
series hereinafter specified, all issued or to be issued under and pursuant to
an Indenture, dated as of June 1, 1998, as supplemented by the First
Supplemental Indenture, dated as of June 18, 1998, the Second Supplemental
Indenture, dated as of June 9, 1999, and the Third Supplemental Indenture, dated
as of August 15, 2001, between the Company and the Trustee (as so supplemented,
the "Senior Indenture"), duly executed and delivered by the Company to Citibank,
N.A., as Trustee (herein called the "Senior Trustee," which term includes any
successor trustee under the Senior Indenture), to which Senior Indenture
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Senior Trustee, the Company
and the Holders of the Securities. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions (if any) and may be
subject to different sinking, purchase or analogous funds (if any) and may
otherwise vary as provided in the Senior Indenture. This Security is one of the
series designated as the "6 1/8% Senior Notes due 2008" (the "Senior Notes") of
the Company.

                  (b) The Senior Indenture contains provisions for defeasance at
any time of the entire indebtedness of the Senior Notes or certain covenants
with respect thereto upon compliance by the Company with certain conditions set
forth therein.

         2. Transfer. No service charge will be made for any transfer or
exchange of Senior Notes, but payment will be required of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.

         The Company shall not be required (a) to issue, transfer or exchange
any Senior Notes during a period beginning at the opening of business fifteen
(15) days before the day of the mailing of a notice pursuant to Section 12.4 of
the Indenture identifying the serial numbers of the Senior Notes to be called
for redemption, and ending at the close of business on the day of the mailing,
or (b) to transfer or exchange any Senior Notes theretofore selected for
redemption in whole or in part, except the unredeemed portion of any Note
redeemed in part.

         3. Redemption at the Company's Option. The Senior Notes shall be
subject to redemption at the option of the Company, in whole at any time or in
part from time to time (any such date of optional redemption, a "Redemption
Date" for purposes of the Indenture), at an optional redemption price (which
shall be a "Redemption Price" for purposes of the Indenture) equal to the
greater of (i) 100% of the principal amount of the Senior Notes to be redeemed
and (ii) the sum of the present values of the principal amount of the Senior
Notes to be redeemed and the remaining scheduled payments of interest on the
principal amount of the Senior Notes to be redeemed (exclusive of interest
accrued to the related Redemption Date) until Stated Maturity, in each case
discounted from their respective scheduled payment dates to such Redemption Date
on



                                      I-5

<PAGE>



a semiannual basis (assuming a 360-day year consisting of 30-day months) at
the Adjusted Treasury Rate (as defined below) plus 25 basis points, plus in
either case, accrued interest thereon to the date of redemption.

         "Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual yield to maturity of the Comparable
Treasury Issue, calculated on the third Business Day preceding such Redemption
Date, using a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.

         "Comparable Treasury Issue" means the United States Treasury security
determined by the Reference Treasury Dealer selected by the Company as having a
maturity comparable to the remaining term of the Senior Notes that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining term of the Senior Notes.

         "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Senior Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such quotations, or
(iii) if only one Reference Treasury Dealer Quotation is received, such
quotation.

         "Reference Treasury Dealer" means each of: (i) Credit Suisse First
Boston Corporation, J. P. Morgan Securities Inc. and Barclays Capital Inc. (or
their respective affiliates which are Primary Treasury Dealers), and their
respective successors; provided, however, that if any of the foregoing cease to
be a primary U.S. Government securities dealer in The City of New York (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected
by the Senior Trustee after consultation with the Company.

         "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Senior Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Senior Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.

         Unless the Company defaults in payment of the applicable Redemption
Price, on and after the applicable Redemption Date interest will cease to accrue
on the principal amount of the Senior Notes called for redemption.

         If money sufficient to pay the applicable Redemption Price with respect
to the principal amount of and accrued interest on the principal amount of the
Senior Notes to be redeemed on the applicable Redemption Date is deposited with
the Senior Trustee or Paying Agent on or before the related Redemption Date and
certain other conditions are satisfied, then on or after such date, interest
will cease to accrue on the principal amount of the Senior Notes called for
redemption.


                                      I-6

<PAGE>

         If the Senior Notes are only partially redeemed by the Company, the
Senior Trustee shall select which Senior Notes are to be redeemed in a manner it
deems fair and appropriate in accordance with the terms of the Indenture.

         In the event of redemption of the Senior Notes in part only, a new
Senior Note or Notes for the unredeemed portion will be issued in the name or
names of the Holders thereof upon the surrender thereof.

         The Senior Notes will not have a sinking fund.

         Notice of redemption shall be given as provided in Section 12.4 of the
Indenture.

         Any redemption of less than all of the Senior Notes shall, with respect
to the principal thereof, be divisible by $1,000.

         4. Security; Release Date. Prior to the Release Date (as hereinafter
defined), the Senior Notes shall be secured by First Mortgage Bonds designated
as 6 1/8% Collateral Bonds due 2008 (the "Collateral Bonds"), delivered by the
Company to the Senior Trustee for the benefit of the Holders of the Senior
Notes. Prior to the Release Date, the Company shall make payments of the
principal of, and premium, if any, and or interest on, the Collateral Bonds to
the Senior Trustee, which payments shall be applied by the Senior Trustee to
satisfaction of all obligations then due on the Senior Notes. Reference is made
to the Mortgage Indenture and the Senior Indenture for a description of the
rights of the Senior Trustee as holder of the Collateral Bonds, the property
mortgaged and pledged under the Mortgage Indenture and the rights of the Company
and of the Mortgage Trustee in respect thereof, the duties and immunities of the
Mortgage Trustee and the terms and conditions upon which the Collateral Bonds
are secured and the circumstances under which additional First Mortgage Bonds
may be issued.

         FROM AND AFTER SUCH TIME AS ALL FIRST MORTGAGE BONDS (OTHER THAN
COLLATERAL BONDS) ISSUED UNDER THE MORTGAGE INDENTURE HAVE BEEN RETIRED THROUGH
PAYMENT, REDEMPTION OR OTHERWISE AT, BEFORE OR AFTER THE MATURITY THEREOF (THE
"RELEASE DATE"), THE COLLATERAL BONDS SHALL CEASE TO SECURE THE SENIOR NOTES IN
ANY MANNER PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND AT SUCH
TIME IS CONTINUING UNDER THE SENIOR INDENTURE. IN CERTAIN CIRCUMSTANCES PRIOR TO
THE RELEASE DATE AS PROVIDED IN THE SENIOR INDENTURE, THE COMPANY IS PERMITTED
TO REDUCE THE AGGREGATE PRINCIPAL AMOUNT OF A SERIES OF COLLATERAL BONDS HELD BY
THE TRUSTEE, BUT IN NO EVENT PRIOR TO THE RELEASE DATE TO AN AMOUNT LESS THAN
THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE SERIES OF SENIOR NOTES
INITIALLY ISSUED CONTEMPORANEOUSLY WITH SUCH COLLATERAL BONDS.

         5. Effect of Event of Default. In case an Event of Default with respect
to the Senior Notes shall occur and be continuing, the unpaid principal of the
Senior Notes may be declared due and payable, in the manner, with the effect and
subject to the conditions provided in the Senior Indenture.



                                      I-7

<PAGE>

         6. Amendments and Waivers. The Senior Indenture may be modified by the
Company and the Senior Trustee without consent of any Holder with respect to
certain matters as described in the Indenture. In addition, the Senior Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Senior
Indenture at any time by the Company and the Senior Trustee with the consent of
the Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Senior Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Senior Indenture and certain past defaults under the Senior
Indenture and their consequences. Any such consent or waiver by the Holder of
this Senior Note shall bind such Holder and all future Holders of this Senior
Note and of any note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Senior Note.

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

         8. Denominations, Transfer and Exchange. (a) The Senior Notes are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple thereof. As provided in the Senior Indenture and subject
to certain limitations therein set forth, Senior Notes of this series are
exchangeable for a like aggregate principal amount of Senior Notes of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.

                  (b) As provided in the Senior Indenture and subject to certain
limitations therein set forth, the transfer of this Senior Note is registrable
in the Security Register, upon surrender of this Senior Note for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest on this Senior Note are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Senior Notes of this series, and of like tenor, of authorized
denominations and for the same maturity and aggregate principal amount, shall be
issued to the designated transferee or transferees.

                  (c) No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Senior Note for registration of transfer, the
Company, the Senior Trustee and any agent of the Company or the Senior Trustee
may treat the Person in whose name this Senior Note is registered as the owner
hereof for all purposes, whether or not this Senior Note be overdue, and neither
the Company, the Senior Trustee nor any such agent shall be affected by notice
to the contrary.


                                      I-8

<PAGE>

         9. No Liability of Certain Persons. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under this Senior Note or the Senior Indenture or for
any claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder, by accepting a Senior Note, waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of this Senior Note.

         10. Governing Law. The Senior Indenture and this Senior Note shall for
all purposes be governed by, and construed in accordance with, the internal laws
of the State of New York.



                                      I-9


<PAGE>





         THE FOLLOWING ABBREVIATIONS SHALL BE CONSTRUED AS THOUGH THE WORDS SET
FORTH BELOW OPPOSITE EACH ABBREVIATION WERE WRITTEN OUT IN FULL WHERE SUCH
ABBREVIATION APPEARS:

<TABLE>
<S>                                          <C>

TEN COM -- as tenants in common              (Name) CUST (Name) UNIF -- (Name) as Custodian
TEN ENT -- as tenants by the entirety        GIFT MIN ACT (state) for (name) under the (State)
JF TEN -- as joint tenants with                                       Uniform Gifts to
              right of survivorship                                   Junior Act
              and not as tenants
              in common

</TABLE>

ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST.

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

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to


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

             (Insert assignee's social security or tax I.D. number)


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

and irrevocably appoint                                       agent to transfer
                        --------------------------------------
this Note on the books of the Company. the agent may substitute another to act
for him.

<TABLE>
<S>                                 <C>

Dated:                               Your Signature:
         ------------------                          ---------------------------------------------
                                                     (Sign exactly as your name appears on the other
                                                     side of this Note)

Signature Guarantee:                 (Signatures must be guaranteed by an "eligible guarantor institution"
                                     meeting the requirements of the Transfer Agent, which requirements will
                                     include membership or participation in STAMP or such other "signature
                                     guarantee program" as may be determined by the Transfer Agent in
                                     addition to, or in substitution for, STAMP, all in accordance with the
                                     Exchange Act.)
</TABLE>


Social Security Number or Taxpayer Identification
Number:
         ----------------------------------------

                                      I-10