Exhibit  10.7


                              SEMCO ENERGY, INC. TO



                             BANK ONE TRUST COMPANY,
                              NATIONAL ASSOCIATION
                                     Trustee

            FIRST SUPPLEMENTAL INDENTURE Dated as of  April 19, 2000

                                  $ 41,237,125

                     SERIES A 10 1/4% SUBORDINATED DEBENTURES
                                DUE June 30, 2040





<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS*

                                                                            PAGE
<S>                <C>                                                      <C>
ARTICLE  1         SERIES  A  SUBORDINATED  DEBENTURES                       1

Section  101       Establishment                                             1
Section  102       Definitions                                               2
Section  103       Payment  of  Principal  and  Interest                     5
Section  104       Deferral  of  Interest  Payments                          6
Section  105       Denominations                                             7
Section  106       Global  Securities                                        7
Section  107       Redemption                                                7
Section  108       Additional  Interest                                      8
Section  109       Limitations  on  Dividend  and  Certain  Other Payments   9
Section  110       Covenants  Regarding  Securities  Trust                   9
Section  111       No  Fiduciary Duty of Trustee to Holders of Trust
                   Securities                                               10
Section  112       Listing  of  Series  A  Debentures                       10
Section  113       Covenant  Defeasance                                     10
Section  114       Set-Off                                                  10
Section  115       Subordination                                            11
Section  116       Paying  Agent                                            11

ARTICLE  2         MISCELLANEOUS  PROVISIONS                                11

Section  201       Recitals  by  Corporation                                11
Section  202       Ratification  and  Incorporation  of Original Indenture  11
Section  203       Executed  in  Counterparts                               11
Section  204       Counterparts                                             11
Section  205       Enforcement  by  Holders  of  Preferred Securities of
                   Right of  Holders  to  Receive  Principal and Interest   12

<FN>
*  This  Table of Contents does not constitute part of the indenture or have any
bearing  upon  the  interpretation  of  any  of  its  terms  and  provisions.
</TABLE>

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<PAGE>
     THIS  FIRST  SUPPLEMENTAL  INDENTURE  is  made as of the 19th day of April,
2000,  by and between SEMCO ENERGY, INC., a corporation organized under the laws
of  Michigan,  having  its  principal  office  at  405 Water Street, Port Huron,
Michigan  48060  (the  "Corporation"),  and  Bank  One  Trust  Company, National
Association,  as  Trustee  (herein  called  the  "Trustee").

                              W I T N E S S E T H:

     WHEREAS,  the  Corporation  has  heretofore  entered  into  a  Subordinated
Indenture,  dated  as of even date herewith (the "Original Indenture".) with the
Trustee;

     WHEREAS,  the  Original  Indenture is incorporated herein by this reference
and  the  Original  Indenture,  as  supplemented  by  this  First  Supplemental
Indenture,  is  herein  called  the  "Indenture".

     WHEREAS,  under  the  Original Indenture, a new series of Securities may at
any  time  be  established  in  accordance  with  the provisions of the Original
Indenture  and  the  terms  of  such  series  may be described by a supplemental
indenture  executed  by  the  Corporation  and  the  Trustee;

     WHEREAS, the Corporation proposes to create under the Indenture a series of
Securities;

     WHEREAS,  additional  Securities  of  other  series  hereafter established,
except  as  may be limited in the Original Indenture as at the time supplemented
and  modified,  may  be issued from time to time pursuant to the Indenture as at
the  time  supplemented  and  modified;  and

     WHEREAS,  all  conditions necessary to authorize the execution and delivery
of  this  First  Supplemental  Indenture  and  to  make  it  a valid and binding
obligation  of  the  Corporation  have  been  done  or  performed.

     NOW,  THEREFORE,  in  consideration  of  the agreements and obligations set
forth  herein  and for other good and valuable consideration, the sufficiency of
which  is  hereby  acknowledged,  the  parties  hereto hereby agree as follows:

                                   ARTICLE 1
                    SERIES A 10 1/4% SUBORDINATED DEBENTURES

                          Section 101.  Establishment

     There  is  hereby established a new series of Securities to be issued under
the  Indenture,  to  be  designated  as  the  Corporation's  Series  A  10 1/4%
Subordinated  Debentures  due  June  30,  2040  (the  "Series  A  Debentures").

     There  are  to be authenticated and delivered $ 41,237,125 principal amount
of  Series  A  Debentures,  and  no  further  Series  A  Debentures  shall  be
authenticated  and  delivered except as provided by Sections 304, 305, 306, 906,
1107  or 1305 of the Original Indenture. The Series A Debentures shall be issued
in  definitive  fully  registered  form  without  coupons.

     The  Series  A  Debentures  shall  be  in substantially the form set out in
Exhibit  A  hereto. The entire principal amount of the Series A Debentures shall
initially  be evidenced by one certificate issued to the Property Trustee of the
SEMCO  Capital  Trust  I.

     The  form  of  the Trustee's Certificate of Authentication for the Series A
Debentures  shall  be  in substantially the form set forth in Exhibit B hereto.

     The  Series  A  Debenture shall be dated the date of authentication thereof
and  shall  bear interest from the date of original issuance thereof or from the
most  recent  Interest  Payment  Date  to  which  interest has been paid or duly
provided  for.


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<PAGE>
     Section  102.  Definitions

     The following defined terms used herein shall, unless the context otherwise
requires,  have  the meanings specified below. Capitalized terms used herein for
which  no definition is provided herein shall have the meanings set forth in the
Original  Indenture.

     "Additional  Interest" means (i) such additional amounts as may be required
so  that  the  net amounts received and retained by the Holder (if the Holder is
the  Securities  Trust)  after paying taxes, duties, assessments or governmental
charges  of whatever nature (other than withholding taxes) imposed by the United
States  or  any  other  taxing  authority  will not be less than the amounts the
Holder  would  have  received  had not such taxes, duties, assessments, or other
governmental  charges  been  imposed;  and (ii) such interest as shall accrue on
interest  due  and not paid on an Interest Payment Date, accruing at the rate of
10 1/4% per annum  from  the  applicable  Interest  Payment  Date to the date of
payment,  compounded  quarterly,  on  each  Interest Payment Date, to the extent
permitted  by  applicable  law.

     "Business  Day" means a day other than (i) a Saturday or a Sunday, a day on
which  banks  in  New  York,  New  York  are  authorized  or obligated by law or
executive  order  to  remain  closed or (iii) a day on which the Corporate Trust
Office or the principal corporate trust office of the Property Trustee is closed
for  business.

     "Deferred  Interest"  means  such  installments of interest as are not paid
during any Extension Period, plus Additional Interest (as defined in clause (ii)
of  the  definition  thereof)  thereon.

     "Extension  Period"  means  any  period  during  which  the Corporation has
elected  to defer payments of interest, which deferral may be for a period of up
to  twenty  (20)  consecutive  quarters.

     "Guarantee"  means  the  Guarantee  Agreement executed and delivered by the
Corporation  and  Bank  One  Trust  Company,  National Association, as guarantee
trustee,  for  the  benefit of the holders of the Trust Preferred Securities, as
such  Agreement  may  be  amended  from  time  to  time.

     "Interest Payment Dates" means March 31, June 30, September 30 and December
31  of  each  year.

     "Investment  Company  Act Event" means that the Administrative Trustees (as
defined  in  the  Trust  Agreement)  and  the Corporation shall have received an
opinion  of  Counsel experienced in such matters to the effect that, as a result
of  the  occurrence  of  a  change  in  law or regulation or a written change in
interpretation  or  application  of  law  or regulation by any legislative body,
court,  governmental  agency  or  regulatory  authority,  there  is more than an
insubstantial  risk  that  the  Securities  Trust  is  or  will be considered an
"investment  company"  that  is  required  to be registered under the Investment
Company  Act of 1940, as amended, which change becomes effective on or after the
Original  Issue  Date.

      "Original  Issue  Date"  means  April  19,  2000.

     "Outstanding",  when  used with respect to the Series A Debenture means, as
of the date of determination, all Series A Debentures, theretofore authenticated
and  delivered  under  the  Indenture,  except:

(i)     Series A Debentures theretofore canceled by the Trustee or delivered to
the  Trustee  for  cancellation;

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

(iii)     Series A Debentures as to which Defeasance has been effected pursuant
to  Section  1402  of  the  Original  Indenture;  and

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(iv)     Series  A Debentures that have been paid or in exchange for or in lieu
of  which  other  Series  A  Debentures  have  been  authenticated and delivered
pursuant to the Indenture, other than any such Series A Debentures in respect of
which  there  shall  have been presented to the Trustee proof satisfactory to it
that  such  Series A Debentures are held by a bona fide purchaser in whose hands
such  Series  A  Debentures  are valid obligations of the Corporation; provided,
however, that in determining, during any period in which any Series A Debentures
are  owned  by  any  Person other than the Corporation or any Affiliate thereof,
whether  the  Holders  of  the  requisite principal amount of outstanding series
Debentures  have  given,  made  or  taken  any  request,  demand, authorization,
direction,  notice,  consent,  waiver  or other action hereunder as of any date,
Series A Debentures owned, whether of record or beneficially, by the Corporation
or  any  Affiliate thereof (with the exception of the Securities Trust) shall be
disregarded and deemed not to be Outstanding. In determining whether the Trustee
shall  be  protected  in  relying  upon  such  request,  demand,  authorization,
direction,  notice,  consent,  waiver  or other action, only Series A Debentures
that  the Trustee knows to be so owned by the Corporation or an Affiliate of the
Corporation  (with  the  exception  of  the  Securities  Trust)  in  the  above
circumstances  shall  be  so disregarded. Series A Debentures so owned that have
been  pledged  in  good  faith  may  be  regarded  as outstanding if the pledgee
establishes  to  the  satisfaction  of the Trustee the pledgee's right so to act
with  respect  to  such  Series  A  Debentures  and  that the pledgee is not the
Corporation  or  any  Affiliate  of  the  Corporation.

     "Property  Trustee", when used with respect to the Series A Debenture means
the  Person  designated  as  such  in  the  Trust  Agreement.

     "Regular  Record  Date"  means, with respect to each Interest Payment Date,
the  close  of business on the 15th calendar day preceding such Interest Payment
Date.

     "Securities  Trust" means SEMCO Capital Trust I, a statutory business trust
formed  by the Corporation under Delaware law to issue the Trust Securities, the
proceeds  of  which will be used to purchase Series A Debentures, or a successor
thereof.

     "Special  Event"  means  an  Investment  Company  Act  Event or Tax Event.

     "Stated  Maturity",  means  June  30,  2040.

     "Tax  Event"  means  that  the  Administrative Trustees and the Corporation
shall  have  received  an  Opinion of Counsel experienced in such matters to the
effect  that,  as  a  result  of  (a) any amendment to, or change (including any
announced  prospective  change)  in, laws (or any regulations thereunder) of the
United  States  or  any  political  subdivision  or  taxing authority thereof or
therein  or (b) any amendment to, or change in, an interpretation or application
of  such laws or regulations, there is more than an in substantial risk that (i)
the  Securities  Trust would be subject to United States federal income tax with
respect  to  income accrued or received on the Series A Debentures (ii) interest
payable  on  the  Series A Debentures would not be deductible by the Corporation
for  United  States  federal  income tax purposes, or (iii) the Securities Trust
would  be  subject  to  more  than a de minimis amount of other taxes, duties or
other  governmental  charges,  which change or amendment becomes effective on or
after  the  Original  Issue  Date.

     "Trust  Agreement"  means  the  Amended  and  Restated Trust Agreement that
governs  the  affairs  of  the  Securities  Trust.

     "Trust  Preferred  Securities" means the 10 1/4% Trust Preferred Securities
issued  by  the  Securities  Trust.

     "Trust  Securities"  means  the  securities  issued by the Securities Trust
evidencing  the  entire  beneficial  interest  therein.

      Section  103.  Payment  of  Principal  and  Interest

     The  unpaid principal amount of the Series A Debentures shall bear interest
at  the rate of 10 1/4% per annum until paid or duly provided for, such interest
to accrue from April 19,  2000  or from the most recent Interest Payment Date to
which  interest  has  been  paid  or  duly  provided for. Interest shall be paid

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quarterly  in  arrears on each Interest Payment Date to the Person in whose name
the  Series  A  Debentures  are  registered  on the Regular Record Date for such
Interest  Payment Date; provided that interest payable at the Stated Maturity of
principal  or on a Redemption Date as provided herein will be paid to the Person
to  whom  principal is payable. So long as an Extension Period is not occurring,
any  such  interest  that  is  not  so punctually paid or duly provided for will
forthwith cease to be payable to the Holders on such Regular Record Date and may
either  be  paid  to the Person or Persons in whose name the Series A Debentures
are registered at the close of business on a Special Record Date for the payment
of  such  defaulted interest to be fixed by the Trustee ("Special Record Date"),
notice  whereof  shall  be  given to Holders of the Series A Debentures not less
than  ten (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 Series A Debentures may be listed, and upon such
notice  as  may  be required by any such exchange, all as more fully provided in
the  Original  Indenture.

     Payments  of  interest  on  the  Series  A Debentures will include Interest
accrued  to  but  excluding  the  respective  Interest  Payment  Dates. Interest
payments  for the Series A Debentures shall be computed and paid on the basis of
a  360-day  year  of  twelve  30-day months. In the event that any date on which
interest  is  payable  on  the  Series  A Debentures is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding
day  that  is  a Business Day (and without any interest or payment in respect of
any  such  delay),  except  that, if such Business Day is in the next succeeding
calendar  year, such payment shall be made on the immediately preceding Business
Day,  in  each  case  with  the same force and effect as if made on the date the
payment  was  originally  payable.

     The principal amount of the Series A Debentures shall be due and payable at
the Stated Maturity. Payment of the principal and interest (including Additional
Interest,  if any) on the Series A Debentures shall be made at the office of the
Paying  Agent 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, with
any  such payment that is due at the Stated Maturity or at earlier redemption of
any Series A Debentures being made upon surrender of such Series A Debentures to
the  Paying  Agent.  Payments  of  interest  (including interest on any Interest
Payment  Date)  will be made, subject to such surrender where applicable, at the
option  of  the  Corporation,  (i)  by check mailed to the address of the Person
entitled  thereto  as such address shall appear in the Security Register or (ii)
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 Trustee at least thirty
(30)  days  prior  to  the  date  for  payment  by the Person entitled thereto.

     The  Corporation  shall  pay,  as  additional  interest  on  the  Series  A
Debentures,  when  due  to  the United States or any other taxing authority, the
amounts  set  forth  in  clause  (i)  of the definition of Additional Interest.

      Section  104.  Deferral  of  Interest  Payments

     The  Corporation  has the right at any time and from time to time to extend
the  interest  payment  period  of the Series A Debentures for up to twenty (20)
consecutive  quarters  (each,  an  "Extension  Period"),  during which Extension
Period the Corporation shall have the right to make partial payments of interest
on  any  Interest Payment Date; provided, however, that no Such Extension Period
may  extend  beyond  the  Stated  Maturity.  Notwithstanding  the foregoing, the
Corporation  has  no  right  to extend its obligation to pay such amounts as are
defined  in  clause  (i)  of the definition of Additional Interest. Prior to the
termination of any such Extension Period, the Corporation may further extend the
interest  payment period; provided that such Extension Period, together with all
such  previous and further extensions of that Extension Period, shall not exceed
twenty  (20)  consecutive  quarters.  Upon the termination of any such Extension
Period  and  upon  the  payment  of  all  accrued  and  unpaid  interest and any
additional Interest then due, the Corporation may select a new Extension Period,
subject  to  the  above  limitations  and  requirements.

     Upon the termination of any Extension Period, which termination shall be on
an Interest Payment Date, the Corporation shall pay all Deferred Interest on the
next succeeding Interest Payment Date to the Person or Persons in whose name the
Series  A Debentures are registered on the Regular Record Date for such Interest
Payment  Date;  provided that Deferred Interest payable at Stated Maturity or on
any  Redemption  Date will be paid to the Person or Persons to whom principal is
payable.

     The Corporation shall give the Holder or Holders of the Series A Debentures
and  the  Trustee  notice, as provided in Sections 105 and 106, respectively, of
the  Original Indenture, of its selection or extension of an Extension Period at

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least  one  Business  Day  prior  to  the earlier of (i) the Regular Record Date
relating  to  the  Interest  Payment  Date  on  which the Extension Period is to
commence  or  relating to the Interest Payment Date on which an Extension Period
that  is  being  extended  would  otherwise  terminate,  or  (ii)  the  date the
Corporation or the Securities Trust is required to give notice to the applicable
self-regulatory  organization of the record date or the date, such distributions
are  payable. The Corporation shall cause the Securities Trust to give notice of
the  Corporation's  selection  of  such Extension Period to Holders of the Trust
Securities.  The  month in which any notice is given pursuant to the immediately
preceding sentence of this Section shall constitute the first month of the first
quarter  of  the  twenty  (20)  consecutive  quarters which comprise the maximum
Extension  Period.

     At  any  time  any  of  the  foregoing notices are given to the Trustee the
Corporation  shall  give  to  the  Paying Agent for the Series A Debentures such
information  as  said  Paying Agent shall reasonably require in order to fulfill
its  tax  reporting  obligations  with  respect  to  such  Series A Debentures.

     Section  105.  Denominations

     The  Series  A  Debentures  may  be  issued in denominations of $25, or any
integral  multiple  thereof.

     Section  106.  Global  Securities

     If  the  Series  A  Debentures  are  distributed  to  holders  of the Trust
Securities  in  liquidation  of  such  holders'  interests therein, the Series A
Debentures  will  be  issued  in  the  form  of  one  or  more Global Securities
registered  in  the  name of the Depositary (which shall be The Depository Trust
Company) or its nominee. Except under the limited circumstances described below,
Series  A  Debentures  represented  by such Global Security or Global Securities
will  not  be  exchangeable for, and will not otherwise be issuable as, Series A
Debentures  in definitive form. The Global Securities described above may not be
transferred  except  by  the  Depositary  to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or  to  a  successor  Depositary  or  its  nominee.

     Owners  of  beneficial  interests  in  such  a  Global Security will not be
considered  the  Holders  thereof  for  any  purpose under the Indenture, and no
Global  Security representing a Series A Debenture shall be exchangeable, except
for  another  Global Security of like denomination and tenor to be registered in
the  name  of  the Depositary or its nominee or to a successor Depository or its
nominee  or  except  as  described  below.  The rights of Holders of such Global
Security  shall  be  exercised  only  through  the  Depositary.

     A  Global Security shall be exchangeable for Series A Debentures registered
in the names of persons other than the Depositary or its nominee only if (i) the
Depositary  notifies  the Corporation that it is unwilling or unable to continue
as  a Depositary for such Global Security and no successor Depository shall have
been  appointed  by the Corporation within 90 days of receipt by the Corporation
of  such  notification, or if at any time the Depository ceases to be a clearing
agency  registered  under  the  Exchange  Act  at  a time when the Depositary is
required  to  be  so  registered  to  act  as  such  Depository and no successor
Depositary  shall have been appointed by the Corporation within 90 days after it
becomes  aware of such cessation, or (ii) the Corporation in its sole discretion
determines  that  such  Global  Security  shall  be  so exchangeable. Any Global
Security  that  is  exchangeable  pursuant  to  the  preceding sentence shall be
exchangeable  for Series A Debentures registered in such names as the Depositary
shall  direct.

     Section  107.  Redemption

     The Series A Debentures shall be subject to redemption at the option of the
Corporation,  in  whole  or  in part, without premium or penalty, at any time or
from time to time on or after April 19, 2005 at a Redemption Price equal to 100%
of  the  principal  amount  to  be  redeemed  plus  accrued  but unpaid interest
(including  any  Additional Interest) to the Redemption Date; provided, however,
that,  if  a  redemption  in  part  shall  result  in the delisting of the Trust
Preferred Securities, the Corporation may redeem the Series A Debentures only in
whole. In addition, upon the occurrence of a Special Event, the Corporation may,
within  ninety  (90)  days  following  the occurrence thereof and subject to the
terms and conditions of the Indenture, redeem the Series A Debentures, in whole,
at a price equal to 100% of the principal amount to be redeemed plus any accrued
but  unpaid  interest  (including Additional interest, if any) to the Redemption
Date.

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     In  the  event of redemption of the Series A Debentures in part only, a new
Series  A Debentures or Debentures for the unredeemed portion shall be issued in
the  name  or  names  of  the  Holders  thereof  upon  the  surrender  thereof.

     The  Series  A  Debentures  shall  not  have  a  sinking  fund.

     Notice  of  redemption  shall  be  given as provided in Section 1104 of the
Original  Indenture. Notwithstanding the foregoing, no notice of redemption that
is given pursuant to such Section with respect to any Series A Debentures shall,
while  any  Trust Preferred Securities are outstanding, contain a condition that
provides  that  redemption  of  the  Series  A  Debenture,  or the part thereof,
specified  therein,  shall  be  conditional  upon receipt by, the Trustee or the
Paying  Agent  for  such  Series A Debentures, on or prior to the date fixed for
such redemption, of money sufficient to pay the principal of and any interest on
such  Series A Debentures. Any notice provided to the Trustee under Section 1102
of  the  Original  Indenture  shall  also  be provided by the Corporation to the
Property Trustee; provided that the Corporation shall provide notice pursuant to
such  Section 1102 on a date less than 45 days prior to the Redemption Date only
if  such  shorter  notice  is  satisfactory to both the Trustee and the Property
Trustee.

     Any  redemption  of  less  than  all of the Series A Debentures shall, with
respect  to  the  principal  thereof,  be  divisible  by  $25.

     Section  108.  Additional  Interest

     Whenever  there  is mentioned in the Indenture, in any context, the payment
of the principal of, or any premium or interest on, or in respect of, Securities
of  any  series, such mention shall, with respect to the Series A Debentures, be
deemed  to include mention of the payment of Additional Interest provided for by
the  terms  of  the  Series  A  Debentures  to the extent that, in such context,
Additional  Interest is, were or would be payable in respect thereof pursuant to
such  terms,  and  express  mention of the payment of Additional Interest in any
provisions  of  this  First  Supplemental  Indenture  shall  not be construed as
excluding  Additional  Interest in those provisions of the Original Indenture or
this  First  Supplemental  Indenture in which such express mention is not made.

     If,  subsequent to the date that a satisfaction and discharge or Defeasance
is  effected  pursuant  to  Section  401  or 1402, respectively, of the Original
Indenture,  Additional  Interest  (for purposes of this paragraph, as defined in
clause  (i)  of the definition thereof) (in excess of that established as of the
date  that  such  discharge  or  respect  of  the  Series  A Debentures so shall
irrevocably  deposit  or cause to with the provisions of Section 401 or case may
be,  within  ten  Business  Days  respect  any  portion of such excess moneys or
Defeasance is effected) becomes payable in respect of the Series A Debentures so
discharged or defeased, the Corporation shall irrevocably deposit or cause to be
irrevocably  deposited  in accordance with the provisions of Section 401 or 1404
of the Original Indenture, as the case may be, within ten Business Days prior to
the  date  the first payment in respect of any portion of such excess Additional
Interest  becomes  due,  such  additional money or Government Obligations as are
necessary  to  satisfy  the  provisions  of  Section 401 or 1404 of the Original
Indenture,  as  the  case  may  be,  as  if a discharge or Defeasance were being
effected  as  of  the  date  of  such  subsequent  deposit.

     Except  as  otherwise provided in or pursuant to the Indenture, at least 10
days  prior  to  the  first Interest Payment Date upon which Additional Interest
(for  purposes  of  this  paragraph,  as defined in clause (i) of the definition
thereof) shall be payable, and at least 10 days prior to each date of Payment of
principal  and any premium or interest if there has been any change with respect
to the information set forth in the Officers' Certificate hereinafter mentioned,
the  Corporation  shall  furnish the Trustee and any Paying Agent, if other than
the Trustee or the Corporation, with an Officers' Certificate stating the amount
of  the  Additional  Interest payable per minimum authorized denomination of the
Series  A  Debentures.

     Section  109.  Limitations  on  Dividend  and  Certain  Other  Payments

     The  Corporation  covenants, for the benefit of the Holders of the Series A
Debentures,  that,  subject to the next succeeding sentence, (a) the Corporation
shall not declare or pay any dividend on, or make any distributions with respect
to,  or redeem, purchase, acquire or make a liquidation payment with respect to,
any  of its capital stock, and (b) the Corporation shall not make any payment of
interest,  principal  or  premium, if any, on or repay, repurchase or redeem any
debt  securities  (including  guarantees other than the Guarantee) issued by the
Corporation  which rank pari passu with or junior to the Series A Debentures (i)
if  at  such  time  the  Corporation  shall have given notice of its election to

                                        8
<PAGE>
extend an interest payment period for the Series A Debentures and such extension
shall  be continuing or (ii) if at such time an Event of Default with respect to
the  Series  A  Debentures  shall have occurred and be continuing. The preceding
sentence,  however,  shall  not restrict (A) any of the actions described in the
preceding  sentence  resulting  from  any  reclassification of the Corporation's
capital  stock  or  the  exchange  or  conversion  of one class or series of the
Corporation's  capital  stock  for  another class or series of the Corporation's
capital  stock,  (B)  repurchases, redemptions or other acquisitions of share of
the  Corporation's  capital  stock  in  connection  with any employment contract
benefit  plan or other similar arrangement with or for the benefit of employees,
officers  or  directors  or a stock purchase and dividend reinvestment plan, and
(C)  dividends  or distributions of capital stock of the Corporation, or (D) the
purchase  of  fractional  interests in shares of the Corporation's capital stock
pursuant  to  the conversion or exchange provisions of such capital stock or the
security  being  converted  or  exchanged.

     Section  110.  Covenants  Regarding  Securities  Trust

     For  so  long  as  the Trust Securities remain outstanding, the Corporation
covenants  (i)  directly  or  indirectly to maintain 100% ownership of the Trust
Common  Securities  (as defined in the Trust Agreement) of the Securities Trust;
provided,  however,  that  any  permitted successor of the Corporation under the
Indenture  may  succeed  to  the  Corporation's  ownership  of such Trust Common
Securities, and (ii) to use its reasonable efforts to cause the Securities Trust
(a)  to  remain  a  statutory  business  trust,  except  in  connection with the
distribution  of  Series  A  Debentures  to  the  holders of Trust Securities in
liquidation  of  the  Securities  Trust,  the  redemption  of  all  of the Trust
Securities,  or  certain  mergers,  consolidations  or  amalgamations,  each  as
permitted  under  the  Trust  Agreement,  and  (b)  to  otherwise continue to be
classified as a grantor trust for United States federal income tax purposes. The
Corporation  shall  deliver  to  the  Trustee, no later than the Business Day on
which  than  event  occurs,  written  notice  of the liquidation, dissolution or
winding-up  of  the  Securities  Trust  if  such  liquidation,  dissolution  or
winding-up  would  occur  earlier  than  the  Stated  Maturity  of  the Series A
Debentures  owned  by  such  Securities  Trust.

     Section  111.  No Fiduciary Duty of Trustee to Holders of Trust Securities

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Trust  Securities  and  shall  be  entitled  to  rely on the delivery to it of a
written  notice  by  a  Person  representing  himself  to be a holder of a Trust
Security  to  establish  that  such  Person  is  such  a  holder.

     Section  112.  Listing  of  Series  A  Debentures

     If  the  Series  A  Debentures  are  to  be  issued as a Global Security in
connection  with  the  distribution of the Series A Debentures to the holders of
the  Trust  Preferred  Securities, the Corporation shall use its best efforts to
list  such  Series A Debentures on New York Stock Exchange or any other exchange
on  which such Trust Preferred Securities are then listed. The Corporation shall
notify  the  Trustee  if  and  when  the  Series A Debentures become admitted to
trading  on  New York Stock Exchange or any other national securities exchange.

     Section  113.  Covenant  Defeasance

     Section 1403 of the Original Indenture shall not apply to any of the Series
A  Debentures.

     Section  114.  Set-Off

     Notwithstanding  anything to the contrary in the Indenture or in any Series
A  Debenture,  prior to the dissolution of the Securities Trust, the Corporation
shall  have  the  right to set-off and apply against any payment it is otherwise
required  to  make  hereunder  or thereunder with respect to the principal of or
interest (including any Additional Interest) on the Series A Debentures with and
to  the  extent  the Corporation has theretofore made, or is concurrently on the
date  of  such  payment  making,  a  payment with respect to the Trust Preferred
Securities  under  the  Guarantee.  Contemporaneously  with,  or  as promptly as
practicable  after,  any such payment under the Guarantee, the Corporation shall
deliver to the Trustee an Officers' Certificate (upon which the Trustee shall be
entitled  to  rely conclusively without any requirement to investigate the facts
contained  therein) to the effect that such payment has been made and that, as a
result  of such payment, the corresponding payment under the Series A Debentures
has  been  set-off  in  accordance  with  this  Section  114.

                                        9
<PAGE>
     Section  115.  Subordination

     The  indebtedness  evidenced  by  the  Series A Debentures shall be, to the
extent  and  in  the manner set forth in the Original Indenture, subordinate and
junior  in  right  of  payment  to  the  prior  payment  in  full  of all Senior
Indebtedness (as defined in the Original Indenture) with respect to the Series A
Debentures,  and  the  Series  A  Debentures  shall  rank pari passu in right of
payment  with  each  other series of Securities issued under the Indenture, with
the  exception  of  any  series  of  Securities  which  by  its  terms  provides
otherwise.

     Section  116.  Paying  Agent

     The  Trustee  shall  initially  serve  as  Paying Agent with respect to the
Series  A  Debentures,  with  the Place of Payment initially being the Corporate
Trust  Office  of  the  Trustee.

                                   ARTICLE 2

                            MISCELLANEOUS PROVISIONS

     Section  201.  Recitals  by  Corporation

     The  recitals  in  this  First  Supplemental  Indenture  are  made  by  the
Corporation  only and not by the Trustee, and all of the provisions contained in
the  Original Indenture in respect of the rights, privileges, immunities, powers
and  duties  of  the  Trustee  shall  be  applicable  in respect of the Series A
Debentures  and  of  this  First  Supplemental  Indenture as fully and with like
effect  if  set  forth  herein  in  full.

     Section  202.  Ratification  and  Incorporation  of  Original  Indenture

     As  supplemented hereby, the Original Indenture is in all respects ratified
and  confirmed, and the Original Indenture and this First Supplemental Indenture
shall  be  read,  taken  and  construed  as  one  and  the  same  instrument.

     Section  203.  Executed  in  Counterparts

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

     Section  204.  Assignment

     The  Corporation  shall  have  the  right at all times to assign any of its
rights  or  obligations  under  this  Indenture  with  respect  to  the Series A
Debentures  to  a direct or indirect wholly-owned subsidiary of the Corporation;
provided that, in the event of any such assignment, the Corporation shall remain
primarily  liable for the performance of all such obligations. The Indenture may
also  be  assigned by the Corporation in connection with a transaction described
in  Article  Eight  of  the  Original  Indenture.

Section  205. Enforcement by Holders of Preferred Securities of Right of Holders
to  Receive  Principal  and  Interest

     So  long  as  the  Series  A Debentures are held by the Property Trustee on
behalf  of  the  Securities  Trust,  a  registered  holder  of  Trust  Preferred
Securities  may  institute  a legal proceeding directly against the Corporation,
without  first  instituting a legal proceeding directly against or requesting or
directing  that action be taken by the Property Trustee or any other Person, for
enforcement  of payment to such registered holder of principal of or interest on
Series  A  Debentures  having  a  principal amount equal to the aggregate stated
liquidation  amount of such Trust Preferred Securities of such registered holder
on  or  after  the  due dates therefor specified or provided for in the Series A
Debentures.  This  Section  205  and  Section  109  of  this  First Supplemental
Indenture  are  for  the  benefit  of  the registered holders of Trust Preferred
Securities  and,  prior  to  the  dissolution  of  the  Securities Trust, may be
enforced  by such holders. A holder of a Trust Preferred Security shall not have
the  right,  as  such  holder, to enforce any other provision of the Indenture.

                                        10
<PAGE>
     IN  WITNESS  WHEREOF,  each  party  hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officers, all as of the day
and  year  first  above  written.

     SEMCO  ENERGY,  INC.

     By:  /s/William L. Johnson
          William  L.  Johnson
          Chairman  of  the  Board  and
          Chief  Executive  Officer


Attest:  /s/Sherry L. Abbott
     Sherry  L.  Abbott
     Secretary


     BANK  ONE  TRUST  COMPANY,
     NATIONAL  ASSOCIATION

     By  /s/Ernest J. Peck
     Authorized  Officer
     Vice President


Attest:  /s/J. Michael Banas
         Vice President

                                        11
<PAGE>

                                    EXHIBIT A

                                     FORM OF

                      SERIES A     % SUBORDINATED DEBENTURE
                              DUE           , 2040

No.  1     CUSIP  NO.

THE  INDEBTEDNESS  EVIDENCED  BY THIS SECURITY IS, TO THE EXTENT PROVIDED IN THE
INDENTURE,  SUBORDINATE  AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN
FULL  OF  ALL  SENIOR  INDEBTEDNESS  AND  THIS SECURITY IS ISSUED SUBJECT TO THE
PROVISIONS  OF  THE  INDENTURE  WITH  RESPECT  THERETO.

     SEMCO  ENERGY,  INC.  SERIES  A    %  SUBORDINATED  DEBENTURE  DUE
Principal  Amount:         $
Regular  Record  Date:     15th  calendar  day  prior to Interest Payment Date
Original  Issue  Date:                     ,  2000
Stated  Maturity:                          ,  2040
Interest  Payment  Dates:         ,               ,                ,
Interest  Rate:            %  per  annum     %  per  annum
Authorized  Denomination:  $25
Initial  Redemption  Date:                 ,  2005


     SEMCO  Energy,  Inc., a Michigan corporation (the "Corporation", which term
includes  any  successor  corporation  under  the  Indenture  referred to on the
reverse  hereof),  for  value received, hereby promises to pay to, or registered
assigns,  the  principal  sum  of ___________ DOLLARS ($) on the Stated Maturity
shown  above  (or upon earlier redemption), 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, quarterly in arrears on
each  Interest  Payment  Date  as  specified  above,  commencing on the Interest
Payment  Date  next  succeeding  the  Original Issue Date shown above and on the
Stated  Maturity  (or upon earlier redemption) 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 on any overdue installment of interest.
The  interest  so  payable,  and  punctually  paid  or duly provided for, on any
Interest  Payment  Date  (other than an Interest Payment Date that is the Stated
Maturity  or  on a Redemption Date) will, as provided in such Indenture, be paid
to  the  Person  in  whose  name this Series A ___% Subordinated Debenture (this
"Security") is registered at the close of business on the Regular Record Date as
specified  above  next  preceding  such Interest Payment Date; provided that any
interest  payable  at  Stated Maturity or on any Redemption Date will be paid to
the  Person  to  whom  principal is payable. Except as otherwise provided in the
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 Security is registered at the
close  of  business  on  a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice thereof 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 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  said  Indenture.

     Payments  of interest on this Security will include interest accrued to but
excluding  the  respective  Interest  Payment  Dates. Interest payments for this
Security  shall  be  computed  and paid on the basis of a 360-day year of twelve
30-day  months.  In the event that any date on which interest is payable on this
Security  is  not  a  Business Day, then payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any  interest  or  payment  in  respect of any such delay), except that, if such
Business  Day  is in the next succeeding calendar year, payment shall be made on
the  immediately  preceding  Business  Day, in each case with the same force and
effect as if made on the date the payment was originally payable. "Business Day"
means  a day other than (i) a Saturday or a Sunday, (ii) a day on which banks in
New  York,  New  York  are  authorized or obligated by law or executive order to
remain  closed  or  (iii)  a  day  on  which  the  Corporate Trust Office or the
principal  corporate  trust  office  of  the  Property  Trustee  is  closed  for
business.

                                        12
<PAGE>
     The  Corporation  shall  have  the  right at any time and from time to time
during  the  term of this Security to extend the interest payment period of such
Security  for  up  to 20 consecutive quarters (each, an "Extension Period"), but
not  beyond the Stated Maturity of this Security, during which Extension Periods
interest  shall  accrue on unpaid installments of interest at the Interest Rate,
compounded  quarterly,  to  the  date  of  payment  to  the  extent permitted by
applicable  law  (such  unpaid  interest plus such interest thereon being called
"Deferred  Interest");  provided,  however,  that the Corporation shall have the
right  to  make partial payments of interest on any Interest Payment Date during
any Extension Period. Upon the termination of each Extension Period, which shall
be  on an Interest Payment Date, the Corporation shall pay all Deferred Interest
on  the  next  succeeding Interest Payment Date to the Person in whose name this
Security  is  registered at the close of business on the Regular Record Date for
such  Interest  Payment  Date;  provided  that  any Deferred Interest payable at
Stated  Maturity  or  on  any Redemption Date will be paid to the Person to whom
principal is payable. Prior to the termination of any such Extension Period, the
Corporation  may  further extend the interest payment period; provided that such
Extension  Period together with all such previous and further extensions thereof
shall  not  exceed twenty (20) consecutive quarters. Upon the termination of any
such  Extension  Period,  and  the  payment  of  all accrued and unpaid interest
(including  any  Additional Interest) then due, the Corporation may select a new
Extension  Period,  subject to the above requirements. The Corporation shall not
(i) declare or pay any dividend or distribution on, or redeem, purchase, acquire
or  make  a  liquidation  payment with respect to, any of its capital stock, and
(ii)  make  any  payment of interest, principal or premium, if any, on or repay,
repurchase  or  redeem  any debt securities (including guarantees other than the
Guarantee) issued by the Corporation that rank pari passu with or junior to this
Security if the Corporation shall have given notice of its election to extend an
interest payment period for this Security and such extension shall be continuing
or  if at such time an Event of Default with respect to the series of which this
Security  is  a  part  shall  have  occurred  and  be  continuing. The preceding
sentence,  however,  shall  not restrict (A) any of the actions described in the
preceding  sentence  resulting  from  any  reclassification of the Corporation's
capital  stock  or  the  exchange  or  conversion  of one class or series of the
Corporation's  capital  stock  for  another class or series of the Corporation's
capital  stock,  (B) repurchases, redemptions or other acquisitions of shares of
the  Corporation's  capital  stock  in  connection with any employment contract,
benefit  plan or other similar arrangement with or for the benefit of employees,
officers  or  directors  or a stock purchase and dividend reinvestment plan, (C)
dividends  or  distributions  on  capital  stock  of the Corporation, or (D) the
purchase  of  fractional  interests in shares of the Corporation's capital stock
pursuant  to  the conversion or exchange provisions of such capital stock or the
security  being converted or exchanged. The Corporation shall give the Holder of
this  Security  and  the  Trustee  notice  of  its  selection or extension of an
Extension  Period  at  least  one  Business  Day prior to the earlier of (i) the
Regular Record Date relating to the Interest Payment Date on which the Extension
Period  is  to  commence  or  relating  to the Interest Payment Date on which an
Extension  Period  that  is being extended would otherwise terminate or (ii) the
date  the  Corporation or the Securities Trust is required to give notice to the
New  York Stock Exchange or other applicable self-regulatory organization of the
record  date  or  the  date  such  distributions  are  payable.

     The  Corporation  also  shall  be  obligated  to  pay  when due and without
extension  all  additional  amounts  as  may  be required so that the net amount
received  and  retained  by  the  Holder  of this Security (if the Holder is the
Securities  Trust)  after  paying  taxes,  duties,  assessments  or governmental
charges  of whatever nature (other than withholding taxes) imposed by the United
States  or  any  other  taxing  authority will not be less than the amounts such
Holder  would  have  received  had  no such taxes, duties, assessments, or other
governmental  charges  been  imposed.

     Payment of the principal of and interest (including Additional Interest, if
any)  due at the Stated Maturity or earlier redemption of this Security shall be
made upon surrender of this Security, at the office of the Paying Agent, 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.  Payment of interest
(including  interest  on an Interest Payment Date) will be made, subject to such
surrender  where  applicable,  at  the  option  of the Corporation, (i) by check
mailed  to  the  address  of  the  Person entitled thereto as such address shall
appear  in  the  Security Register or (ii) 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  Trustee  at  least  thirty (30) days prior to the date for
payment  by  the  Person  entitled  thereto.

     The  indebtedness  evidenced  by this Security is, to the extent and in the
manner  set forth in the Indenture, subordinate in right of payment to the prior
payment  in  full  of all Senior Indebtedness (as defined in the Indenture), and
this  Security is issued subject to the provisions of the Indenture with respect
thereto.  Each Holder of this Security, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
behalf  to take such action as may be necessary or appropriate to effectuate the
subordination so provided, and (c) appoints the Trustee his attorney-in-fact for
any  and all such purposes. Each Holder hereof, by his acceptance hereof, waives
all  notice  of  the acceptance of the Subordination provisions contained herein
and  in  the  Indenture  by  each  holder  of  Senior  Indebtedness  whether now
outstanding  or  hereafter incurred and waives reliance by each such holder upon
said  provisions.

                                        13
<PAGE>
     REFERENCE  IS  HEREBY  MADE  TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH  ON  THE  REVERSE  HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE  THE  SAME  EFFECT  AS  IF  SET  FORTH  AT  THIS  PLACE.

     Unless  the  certificate  of authentication hereon has been executed by the
Trustee  by manual signature, this Security shall not be entitled to any benefit
under  the  Indenture  or  be  valid  or  obligatory  for  any  purpose.

     IN  WITNESS  WHEREOF, the Corporation has caused this instrument to be duly
executed  under  its  corporate  seal.

Dated:

          SEMCO  ENERGY,  INC.,

     By:  _____________________________

     Its:  ______________________________


Attest:  _______________________________


                          CERTIFICATE OF AUTHENTICATION

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

     Bank  One  Trust  Company,
     National  Association

     By:  _____________________________
                    Authorized  Officer

                                        14
<PAGE>

                           (Reverse Side of Security)

     This  Security  is  one  of  a  duly  authorized issue of Securities of the
Corporation  (the "Securities"), issued and issuable in one or more series under
a  Subordinated  Indenture, dated as of           ,       , as supplemented (the
"Indenture"),  between  the  Corporation  and  Bank  One Trust Company, National
Association,  as  Trustee  (the  "Trustee",  which  term  includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto  reference  is  hereby  made  for  a statement of the respective rights,
limitation  of  rights, duties and immunities thereunder of the Corporation, the
Trustee  and  the  Holders  of the Securities issued thereunder and of the terms
upon which said Securities are, and are to be, authenticated and delivered. This
Security  is  one  of  the series designated on the face hereof as Series A    %
Subordinated  Debentures  due  ___________  (the  "Series  A Debentures") in the
aggregate principal amount of up to $        . Capitalized terms used herein for
which no definition is provided, herein shall have the meanings set forth in the
Indenture.

     The  Corporation  shall have the right, subject to the terms and conditions
of  the Indenture, to redeem this Security at any time on or after at the option
of  the  Corporation,  without  premium  or  penalty;  in whole or in part, at a
Redemption  Price  equal  to    %  of  the  principal amount to be redeemed plus
accrued  but  unpaid  interest  (including  any  Additional  Interest)  to  the
Redemption  Date. Upon the occurrence of a Special Event (as defined below), the
Corporation  may, within 90 days following the occurrence thereof and subject to
the  terms and conditions of the Indenture, redeem this Security without premium
or  penalty,  in  whole,  at  a Redemption Price equal to     % of the principal
amount  thereof  plus  accrued  but  unpaid  interest  (including any Additional
Interest)  to  the  Redemption  Date.  A  Special Event may be a Tax Event or an
Investment Company Act Event. "Tax Event" means that the Administrative Trustees
and  the  Corporation  shall  have received an opinion of Counsel experienced in
such  matters to the effect that, as a result of (a) any amendment to, or change
(including  any  announced  prospective  change)  in,  laws  (or any regulations
thereunder)  of  the  United  States  or  any  political  subdivision  or taxing
authority  thereof  or  therein  or  (b)  any  amendment  to,  or  change in, an
interpretation or application of such laws or regulations, there is more than an
insubstantial  risk  that  (i)  the  Securities Trust would be subject to United
States  federal  income  tax  with  respect to income accrued or receives on the
Series  A Debentures, (ii) interest payable on the Series A Debentures would not
be  deductible by the Corporation for United States federal income tax purposes,
or  (iii) the Securities Trust would be subject to more than a de minimis amount
of  other taxes, duties or other governmental charges, which change or amendment
becomes  effective  on or after the Original Issue Date. "Investment Company Act
Event"  means  that  the  Administrative Trustees and the Corporation shall have
received  an  opinion of Counsel experienced in such matters to the effect that,
as  a  result  of  the  occurrence of a change in law or regulation or a written
change  in interpretation or application of law or regulation by any legislative
body,  court, governmental agency or regulatory authority, there is more than an
insubstantial  risk  that  the  Securities  Trust  is  or  will be considered an
"investment  company"  that  is  required  to be registered under the Investment
Company  Act of 1940, as amended, which change becomes effective on or after the
Original  Issue  Date.

     In the event of redemption of this Security in part only, a new Security or
Securities  of  this  series for the unredeemed portion hereof will be issued in
the  name of the Holder hereof upon the surrender hereof. The Securities of this
series  will  not  have  a  sinking  fund.

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

     The  Indenture  permits,  with  certain exceptions as therein provided, the
amendment  thereof  and  the  modification  of the rights and obligations of the
Corporation  and  the  rights  of  the  Holders  of the Securities of all series
affected under the Indenture at any time by the Corporation and the Trustee with
the  consent  of  the Holders of not less than a majority in principal amount of
the Outstanding Securities of all series affected thereby (voting as one class).
The  Indenture  contains  provisions  permitting  the Holders of not less than a
majority  in  principal  amount of the Outstanding Securities of all series with
respect  to  which  a  default  under  the  Indenture shall have occurred and be
continuing  (voting as one class), on behalf of the Holders of the Securities of
all  such  series,  to  waive,  with  certain exceptions, such default under the
Indenture  and  its  consequences. The Indenture also permits the Holders of not
less than 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  Corporation with certain provisions of the Indenture
affecting such series. Any such consent or waiver by the Holder of this Security
shall  be conclusive and binding upon such Holder and upon all future Holders of
this  Security  and  of  any  Security  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  Security.

                                        15
<PAGE>
     No  reference  herein to the Indenture and no provision of this Security or
of  the Indenture shall alter or impair the obligation of the Corporation, which
is  absolute  and  unconditional,  to  pay the principal of and interest on this
Security  at  the  times,  place  and  rate,  and in the coin or currency herein
prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Security is registrable in the Security Register,
upon  surrender  of  this Security for registration of transfer at the office or
agency  of the Corporation for such purpose, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Corporation and the
Security  Registrar and duly executed by, the Holder hereof or his attorney duly
authorized  in writing, and thereupon one or more new Securities of this series,
of  authorized  denominations  and  of  like  tenor  an  for  the same aggregate
principal amount, will be issued to the designated transferee or transferees. No
service  charge shall be made for any such registration of transfer or exchange,
but  the Corporation may require payment of a sum sufficient to cover any tax or
other  governmental  charge  payable  In  connection  therewith.

     As  provided  in and subject to the provisions of the Indenture, the Holder
of  this  Security  shall  not  have  the right to institute any proceeding with
resect  to  the Indenture or for the appointment of a receiver or trustee or for
any  other remedy thereunder, unless such Holder shall have previously given the
Trustee  written  notice  of  a  continuing Event of Default with respect to the
Securities  of this series, the Holders of not less than a majority in principal
amount  of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of  Default  as Trustee and of offered the Trustee reasonable indemnity, and the
Trustee  shall  not  have  received  from the Holders of a majority in principal
amount  of  Securities  of  this  series  at  the  time  Outstanding a direction
inconsistent  with  such  request  and  shall  have failed to institute any such
proceeding  for  60  days  after  receipt  of  such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this  Security  for  the  enforcement  of any payment of principal hereof or any
interest  hereon  on  or  after  the  respective  due  dates  expressed  herein.

     The  Indenture contains provisions for defeasance at any time of the entire
indebtedness  of  the  Securities  of  this  series upon compliance with certain
conditions  set  forth  in  the  Indenture.

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

     The  Securities of this series are issuable only in registered form without
coupons  in  denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to the limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of Securities
of  this  series  of  a  different  authorized denomination, as requested by the
Holder  surrendering the same upon surrender of the Security or Securities to be
exchanged  at  the  office  or  agency  of  the  Corporation.

     This  Security  shall be governed by, and construed in accordance with, the
internal  laws  of  the  State  of  New  York.

                                  ABBREVIATIONS

     The  following  abbreviations,  when used in the inscription on the face of
this  instrument,  shall  be  construed  as though they were written out in full
according  to  applicable  laws  or  regulations:


TEN  COM  -    As  tenants  in  common             UNI GIFT MIN ACT -

TEN  ENT  -    As tenants by the entireties        Custodian             (Cust)
                                                                         ------
                                        16
<PAGE>
                                                                         (Minor)
JT  TEN  -     As joint tenants with rights of     Under Uniform Gifts
               survivorship and not as tenants in  To Minors Act         (State)
               common

                                        17
<PAGE>

     Additional  abbreviations  may  also be used though not on the above list.

     FOR  VALUE  RECEIVED,  the  undersigned hereby sell(s) and transfer(s) unto
(please  insert  Social  Security  or  other  identifying  number of assignee).

--------------------------------------------------------------------------------
PLEASE  PRINT  OR  TYPEWRITE  NAME  AND  ADDRESS,  INCLUDING  POSTAL ZIP CODE OF
ASSIGNEE

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

--------------------------------------------------------------------------------
the  within  Security and all rights thereunder, hereby irrevocably constituting
and  appointing

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agent to transfer said Security on the books of the Corporation, with full power
of  substitution  in  the  premises.


Dated:  ____________________________


__________________________________________
NOTICE:  The  signature  to this assignment                      must correspond
with  the  name  as  written  upon  the  face  of the within instrument in every
particular  without  alteration  or  enlargement,  or  any  change  whatever.

                                        18
<PAGE>

                                   EXHIBIT B

                         CERTIFICATE OF AUTHENTICATION

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

     BANK  ONE  TRUST  COMPANY,
     NATIONAL  ASSOCIATION

     By:  _______________________________
           Authorized  Officer













DETROIT  15245-21  512010


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