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                                                                     EXHIBIT 4.4


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                               DTE ENERGY COMPANY
                                       AND
                              THE BANK OF NEW YORK
                                     TRUSTEE




                            - SUPPLEMENTAL INDENTURE
                                  DATED AS OF -






                SUPPLEMENTING THE AMENDED AND RESTATED INDENTURE
                            DATED AS OF APRIL 9, 2001

                                  PROVIDING FOR

                              -% SENIOR NOTES DUE -

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<PAGE>

         - SUPPLEMENTAL INDENTURE, dated as of the - day of -, - (the
"Supplemental Indenture"), between DTE ENERGY COMPANY, a corporation organized
and existing under the laws of the State of Michigan (the "Company"), and THE
BANK OF NEW YORK, a New York banking corporation, having its principal office in
The City of New York, New York, as trustee (the "Trustee");

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Amended and Restated Indenture, dated as of April 9, 2001 (the
"Original Indenture"), as amended, supplemented or modified (as so amended,
supplemented or modified, the "Indenture") providing for the issuance by the
Company from time to time of its debt securities; and

         WHEREAS, the Company now desires to provide for the issuance of a
series of its unsecured, senior [convertible/exchangeable] [appropriate
revisions, insertions and/or deletions to be made to the conversion provisions
or otherwise in the event of exchangeable securities] debt securities pursuant
to the Original 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 901 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 201 and Section 301 of the Original Indenture in order to
establish the form or terms of, and to provide for the creation and issue of, a
series of its debt securities under the Original Indenture, which shall be known
as the "-% Senior Notes due -" (the "Notes"); [and]

         [WHEREAS, DTE Energy Trust [I/II], a Delaware statutory business trust
(the "Trust"), has offered to the public $- aggregate liquidation amount of its
-% Trust Preferred Securities (the "Trust Preferred Securities"), representing a
preferred undivided beneficial interest in the assets of the Trust, and proposes
to invest the proceeds from such offering, together with the proceeds of the
issuance and sale by the Trust to the Company of $- aggregate liquidation amount
of its -% common securities (the "Common Securities" and, together with the
Trust Preferred Securities, the "Trust Securities"), in $- aggregate principal
amount of the Notes; and]

         WHEREAS, all things necessary to make such debt 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 WITNESSETH that, in order
to establish the terms of a series of debt securities, and for and in
consideration of the premises and of the covenants contained in the Original
Indenture and in this Supplemental


<PAGE>

Indenture and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, it is mutually covenanted and
agreed as follows:

                                  ARTICLE ONE

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

         SECTION 101. Definitions. Each capitalized term that is used herein and
is defined in the Original Indenture shall have the meaning specified in the
Original Indenture unless such term is otherwise defined herein; provided, that
[the following terms shall have the meanings given to them in the Agreement: (i)
Underwriting Agreement; (ii) Delaware Trustee; (iii) Distributions; (iv)
Investment Company Event; (v) Property Trustee; (vi) Trust Preferred Securities
Guarantee; (vii) Tax Event; (viii) Trust Preferred Security Certificate; and
(ix) Administrative Trustee; and, provided further that]:

         ["Additional Interest" has the meaning set forth in Section 204(e).]

         ["Agreement" means the Amended and Restated Trust Agreement of the
Trust, dated as of [ ].]

         ["Applicable Procedures" means, with respect to any transfer or
exchange of beneficial ownership interests in a Global Debenture, the rules and
procedures of the Depositary that are applicable to such transfer or exchange.]

         ["Capital Stock" means with respect to any Person organized as a
Corporation, any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents of or interest in (however
designated) corporate stock, and (ii) with respect to any Person that is not
organized as a Corporation, the partnership, membership or other equity
interests or participations in such Person.]

         ["Certificated Security" means a security in substantially the form
attached hereto as Exhibit A, except for the legend thereon, which is applicable
only to Global Notes.]

         ["Common Securities" has the meaning specified in the recitals above.]

         ["Company Notice" has the meaning specified in Section 705.]

         ["Company Notice Date" has the meaning specified in Section 705).]

         ["Conversion Agent" shall be the agent specified in Section 204(c).]

         ["Conversion Date" has the meaning specified in Section 605.]

         ["Conversion Notice" has the meaning specified in Section 605.]

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<PAGE>


         ["Conversion Price" has the meaning specified in Section 602.]

         ["Conversion Rate" has the meaning specified in Section 601.]

         ["Coupon Rate" has the meaning set forth in Section 204(b).]

         ["Creditor" has the meaning set forth in Section 401(d).]

         ["Current Market Price," on any date, means, with respect to the Common
Stock of the Company, the average of the daily closing or last sale prices for
the shorter of:

                  (1) 10 consecutive Business Days ending on the last full
         trading day on the exchange or market referred to in determining the
         daily closing or last sale prices prior to the Time of Determination;
         or

                  (2) the period commencing on the date next succeeding the
         first public announcement of the issuance of rights or warrants or
         distribution through the last full trading day prior to the Time of
         Determination.]

         ["Disqualified Stock" means any Capital Stock of the Company that, by
its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder of the
Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder of the Capital Stock, in whole or in part, on or prior
to the date that is 91 days after the Stated Maturity of the Debentures.]

         ["Dissolution Event" means the dissolution of the Trust and
distribution of the Debentures held by the Property Trustee pro rata to the
holders of the Trust Securities in accordance with the Agreement, such event to
occur at the option of the Company at any time.]

         ["Excess Payment" means the excess of the aggregate of the cash and
value of other consideration paid by the Company or any of its Subsidiaries with
respect to shares acquired in a tender offer over the market value of such
acquired shares after giving effect to the completion of a tender offer.]

         ["Expiration Date" has the meaning specified in Section 609(d)(2).]

         ["Expiration Time" has the meaning specified in Section 609(d)(2).]

         ["Fundamental Change" has the meaning specified in Section 801(a).]

         ["Fundamental Change Offer" means an offer by the Company to pay cash
on the Fundamental Change Purchase Date equal to the Fundamental Change Purchase
Price.]

         ["Fundamental Change Purchase Date" has the meaning specified in
Section 801.]


                                       3
<PAGE>

         ["Fundamental Change Purchase Notice" has the meaning specified in
Section 801.]

         ["Fundamental Change Purchase Price" means, in connection with a
Fundamental Change Offer, 100% of the aggregate principal amount of Debentures
to be purchased in such offer, together with interest accrued to, but excluding,
the Fundamental Change Purchase Date.]

         ["Guarantee" means each guarantee agreement executed by the Company
with respect to the Trust Preferred Securities or similar securities issued by
the Trust or another financing entity pursuant to which the Company irrevocably
and unconditionally agrees to pay the guarantee payments (as defined in such
guarantee agreement) to the holders of such Trust Preferred Securities or
similar securities.]

         ["Market Price" has the meaning specified in Section 704.]

         ["NASDAQ" means the NASDAQ National Market.]

         ["Non Book-Entry Trust Preferred Securities" has the meaning set forth
in Section 203(a).]

         ["NYSE" means the New York Stock Exchange.]

         ["Permitted Holder" has the meaning specified in Section 801.]

         ["Prepayment Price" has the meaning set forth in Section 301.]

         ["Purchase Date" means each of o, o, o and o.]

         ["Purchase Notice" has the meaning specified in Section 701.]

         ["Purchase Price" means

                  (1) in the event that the Company has elected to pay the
         Purchase Price, in whole or in part, in shares of Common Stock, the
         number of shares of common stock equal to the portion of the Purchase
         Price to be paid in Common Stock divided by 95% of the Market Price; or

                  (2) in the event that the Company has elected to pay the
         Purchase Price in cash, $1,000 per $1,000 principal amount of
         Debentures;

plus, in either case, accrued and unpaid interest to, but excluding, the
applicable Purchase Date.]

         ["Purchased Shares" has the meaning specified in Section 609(d)(2).]

         ["purchases" has the meaning specified in Section 609(d)(3).]



                                       4
<PAGE>

         ["Rights Plan" means a plan of the Company providing for the issuance
by the Company to all holders of its Common Stock of rights entitling the
holders thereof to subscribe for or purchase shares of Common Stock or any class
or series of preferred stock, which rights (i) are deemed to be transferred with
such shares of Common Stock, (ii) are not exercisable and (iii) are also issued
in respect of future issuances of Common Stock, in each case until the
occurrence of a specified event or events.]

         ["Sale Price" has the meaning specified in Section 704.]

         ["Special Event" means a Tax Event or an Investment Company Event, as
the case may be.]

         ["tender offer" has the meaning specified in Section 609(d)(3).]

         ["tendered shares" has the meaning specified in Section 609(d)(3).]

         ["Time of Determination" has the meaning specified in Section
609(d)(1).]

         ["Trading Day" means a day during which trading in securities generally
occurs on the NYSE or, if the Common Stock is not listed on the NYSE, on the
principal other national or regional securities exchange on which the Common
Stock is then listed or, if the Common Stock is not listed on a national or
regional securities exchange, on NASDAQ or, if the Common Stock is not quoted on
the NASDAQ, on the other principal market on which the Common Stock is then
traded.]

         ["Triggering Distribution" has the meaning specified in Section
609(d)(1).]

         ["Trust" has the meaning specified in the recitals above.]

         ["Trust Preferred Securities" has the meaning specified in the recitals
         above.] ["Trust Securities" has the meaning specified in the recitals
         above.]

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

                                  ARTICLE TWO

               TITLE AND TERMS OF THE SECURITIES; STATED MATURITY

         SECTION 201. Title of the Securities; Stated Maturity. This
Supplemental Indenture hereby establishes a series of Securities, which shall be
known as the Company's "-% Senior Notes due -" (referred to herein as the
"Notes"). For purposes of the Original Indenture, the



                                       5
<PAGE>

Notes shall constitute a single series of Securities. The Stated Maturity on
which the principal of the Notes shall be due and payable will be -.

         SECTION 202. Rank. The Notes shall rank equally with all other
unsecured and unsubordinated indebtedness of the Company from time to time
outstanding.

         SECTION 203. Variations from the Original Indenture. [Section 1009 of
the Original Indenture shall be applicable to the Notes.] [Section 403(2) and
Section 403(3) [shall] [shall not] be applicable to the Notes; the Company's
obligations under Section 1009, without limitation, shall be subject to
defeasance in accordance with Section 403(3).]

         [Insert for convertible/exchangeable Notes] [The Original Indenture is
hereby amended, with respect to the Notes only, by replacing the final paragraph
in Section 307 of the Original Indenture with the following paragraphs:

         On conversion of a Holder's Notes, such Holder shall not receive any
cash payment of interest. The Company's delivery to a Holder of the full number
of shares of Common Stock into which a Note is convertible, together with any
cash payment for such Holder's fractional shares, shall be deemed to satisfy the
Company's obligation to pay the principal amount at maturity of the Note and to
satisfy the Company's obligation to pay accrued interest attributable to the
period from the most recent Interest Payment Date through the Conversion Date
(unless such Notes or portions thereof have been called for redemption in
accordance with Article Three hereof on a Redemption Date that occurs between a
Regular Record Date and the Interest Payment Date to which it relates, in which
case any accrued interest shall be paid to the Holders of record of such Notes
at the close of business on such Regular Record Date).

         Notwithstanding the above, if any Notes are converted after a Regular
Record Date but prior to the next succeeding Interest Payment Date, Holders of
such Notes at the close of business on such Regular Record Date shall receive
the interest payable on such Notes on the corresponding Interest Payment Date
notwithstanding the conversion. Such Notes, upon surrender for conversion, must
be accompanied by funds equal to the amount of interest payable on the principal
amount of the Notes so converted, unless such Notes have been called for
redemption on a Redemption Date that occurs between a Regular Record Date and
the Interest Payment Date to which it relates, in which case no such payment
shall be required.]

         SECTION 204. Amount and Denominations; DTC. (a) The aggregate principal
amount of Notes that may be issued under this Supplemental Indenture is limited
initially to $- (except as provided in Section 301(2) of the Original
Indenture); provided that the Company may, without the consent of the Holders of
the Outstanding Notes, "reopen" this series of Securities so as to increase the
aggregate principal amount of Notes Outstanding in compliance with the
procedures set forth in the Original Indenture, including Section 301 and
Section 303 thereof, so long as any such additional Notes have the same tenor
and terms (including, without limitation, rights to receive accrued and unpaid
interest) as the Notes then Outstanding. The Notes shall be issuable only in
fully registered form and, as permitted by Section 301 and Section 302 of the

                                       6
<PAGE>

Original Indenture, in denominations of [$1,000] and integral multiples thereof.
The 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, who is hereby designated as "U.S.
Depositary" and "Depositary" under the Original Indenture.

         (b) Further to Section 305 of the Original Indenture, any Global Note
shall be exchangeable for Notes registered in the name of, and a transfer of a
Global Note of any series may be registered to, any Person other than the
Depositary for such Note or its nominee only if (i) such Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for such Global
Note or if at any time such Depositary ceases to be a clearing agency registered
under the Exchange Act, and, in either such case, the Company does not appoint a
successor Depositary within 90 days thereafter, (ii) the Company executes and
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 Notes of such series. Upon the occurrence in respect of any
Global Note of any series 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 Notes registered in the name of, and the transfer of such Global Note may be
registered to, such Persons (including Persons other than the Depositary with
respect to such series and its nominees) as such Depositary, in the case of an
exchange, and the Company, in the case of a transfer, shall direct.

         [insert in connection with issuance of Trust Preferred Securities] [In
connection with a Dissolution Event,

                  (i) the Notes in certificated form may be presented to the
         Trustee by the Property Trustee in exchange for a global Note in an
         aggregate principal amount equal to the aggregate principal amount of
         all outstanding Notes (a "Global Note"), to be registered in the name
         of the Depositary, or its nominee, and delivered by the Trustee to the
         Depositary for crediting to the accounts of its participants pursuant
         to the instructions of the Administrative Trustees. The Company upon
         any such presentation shall execute a Global Note in such aggregate
         principal amount and deliver the same to the Trustee for authentication
         and delivery in accordance with the Original Indenture and this
         Supplemental Indenture. Payments on the Notes issued as a Global Note
         will be made to the Depositary; and

                  (ii) if any Trust Preferred Securities are held in non
         book-entry certificated form, the Notes in certificated form may be
         presented to the Trustee by the Property Trustee and any Trust
         Preferred Security Certificate which represents Trust Preferred
         Securities other than Trust Preferred Securities held by the Depositary
         or its nominee ("Non Book-Entry Trust Preferred Securities") will be
         deemed to represent beneficial interests in Notes presented to the
         Trustee by the Property Trustee having an aggregate principal amount
         equal to the aggregate liquidation amount of the Non Book-Entry Trust
         Preferred Securities until such Trust Preferred Security Certificates
         are presented to the




                                       7
<PAGE>

         Security Registrar for transfer or reissuance, at which time such Trust
         Preferred Security Certificates will be canceled and a Note, registered
         in the name of the holder of the Trust Preferred Security Certificate
         or the transferee of the holder of such Trust Preferred Security
         Certificate, as the case may be, with an aggregate principal amount
         equal to the aggregate liquidation amount of the Trust Preferred
         Security Certificate canceled, will be executed by the Company and
         delivered to the Trustee for authentication and delivery in accordance
         with the Original Indenture and this Supplemental Indenture. On issue
         of such Notes, Notes with an equivalent aggregate principal amount that
         were presented by the Property Trustee to the Trustee will be deemed to
         have been canceled.]

         SECTION 205. Terms of the Notes.

         (a) [The Notes shall bear interest at the rate of [_____%] per annum on
the principal amount thereof from the date of issuance until the principal of
the Notes becomes due and payable, and on any overdue principal and premium and
(to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the same rate per annum during
such overdue period. Interest on this Note will be payable
[semiannually][quarterly] in arrears on __________ [, __________, __________]
and __________ of each year (each such date, an "Interest Payment Date"),
commencing __________.]

                  [If the Notes are not to bear interest prior to Stated
Maturity, insert - The principal of the Notes shall not bear interest except in
the case of a default in payment of principal upon acceleration, upon redemption
or at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of [yield to maturity]% per annum (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default in payment to the date payment
of such principal has been made or duly provided for. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on any
overdue principal or premium that is not so paid on demand shall bear interest
at the rate of [yield to maturity]% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

         (b) [The amount of interest payable for any period shall be computed on
the basis of [twelve 30-day months and a 360-day year][a 360-day year and the
actual number of days elapsed in such period] [the actual number of days in the
year] and, for any period shorter than a full [semiannual][quarterly] interest
period, will be computed on the basis of the actual number of days elapsed in
such period. In the event that any date on which interest is payable on the
Notes is not a Business Day, then payment of the amount payable on such date
will be made on the next succeeding day which is a Business Day [(and without
any interest or other payment in respect of any such delay),] [except that, if
such Business Day is in the next succeeding calendar [year][month], such payment
shall be made on the immediately preceding Business Day] [without reduction in
the amount due to such early payment], in each case with the same force




                                       8
<PAGE>

and effect as if made on such date.] The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date with respect
to any Note will, as provided in the Original Indenture, be paid to the person
in whose name the Note (or one or more Predecessor Securities, as defined in
said Indenture) is registered at the close of business on the relevant record
date for such interest installment, which shall be the [fifteenth calendar day
(whether or not a Business Day)] prior to the relevant Interest Payment Date
(the "Regular Record Date"). Any such interest installment not punctually paid
or duly provided for shall forthwith cease to be payable to the registered
Holders on such Regular Record Date, and may either be paid to the person in
whose name the Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date to be fixed by the Trustee for the
payment of such defaulted interest, notice whereof shall be given to the
registered Holders of this series of Notes not less than ten days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. The principal of [, and premium, if any,]
and the interest on the Notes shall be payable at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, in any coin or currency of the United States of America which at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the registered Holder at the close of business on the Regular
Record Date at such address as shall appear in the Security Register.]

         [alternate provisions in connection with issuance of Trust Preferred
Securities] [Each Note will bear interest at the rate of [ ]% per annum (the
"Coupon Rate") from the original date of issuance until the principal thereof
becomes due and payable, and on any overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on any overdue
installment of interest at the Coupon Rate, compounded quarterly, payable
quarterly in arrears on [ ], [ ], [ ] and [ ] of each year (each, an "Interest
Payment Date"), commencing on [ ], to the Person in whose name such Note or any
predecessor Note is registered at the close of business on the relevant record
date, which will be, as long as the Trust Preferred Securities remain in
book-entry form (or if no Trust Preferred Securities remain outstanding, as long
as the Notes remain in book entry form), one Business Day prior to the relevant
Interest Payment Date and, in the event the Trust Preferred Securities are no in
book-entry form (or if no Trust Preferred Securities remain outstanding, in the
event the Notes are not in book entry form), the 15th calendar day, whether or
not a Business Day, preceding the applicable Interest Payment Date

         The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. Except as provided in the
following sentence, the amount of interest payable for any period shorter than a
full quarterly period for which interest is computed, will be computed on the
basis of the actual number of days elapsed per calendar month (but not to exceed
30 days in any month). In the event that any date on which interest is payable
on the Notes is not a Business Day, then payment of interest payable on such
date will be made on the



                                       9
<PAGE>

next succeeding day which is a Business Day (and without any interest or other
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 that such interest otherwise would have been payable.

         [In addition to any right of Direct Action granted under Section 3.8(e)
of the Trust Agreement to the holders of Trust Preferred Securities, if the
Property Trustee fails to enforce its rights under the Trust Agreement or the
Indenture to the fullest extent permitted by law and subject to the terms of the
Trust Agreement and the Indenture, then a holder of Trust Preferred Securities
may directly institute a proceeding against the Company to enforce the Property
Trustee's rights under the Trust Agreement or the Indenture without first
instituting a legal proceeding against the Property Trustee or any other
person.]]

         (c) [insert for Original Issue Discount Notes] If an Event of Default
with respect to Notes of this series shall occur and be continuing, an amount of
principal of the Notes of this series (the "Acceleration Amount") may be
declared due and payable in the manner and with the effect provided in the
Original Indenture. In case of a declaration of acceleration on or before
________, __ and on _____________ in any year, the Acceleration Amount per
______ principal amount at Stated Maturity of the Notes shall be equal to the
amount set forth in respect of such date below:

                                                 Acceleration Amount per
                                               _________________ principal
         Date of declaration                    amount of Stated Maturity
         ___________________                 _______________________________

and in case of a declaration of acceleration on any other date, the Acceleration
Amount shall be equal to the Acceleration Amount as of the next preceding date
set forth in the table above, plus accrued original issue discount (computed in
accordance with the method used for calculating the amount of original issue
discount that accrues for U.S. Federal income tax purposes) from such next
preceding date to the date of declaration at the yield to maturity. For the
purpose of this computation the yield to maturity is ___%. Upon payment (i) of
the Acceleration Amount so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Notes of this series shall terminate.

         [(d) [insert for convertible/exchangeable Notes] The Company shall
maintain an office or agency where Notes may be presented for conversion
("Conversion Agent"). The Company may have one or more additional conversion
agents.



                                       10
<PAGE>

                  The Company shall enter into an appropriate agency agreement
with any Conversion Agent (other than the Trustee). The agreement shall
implement the provisions of the Indenture and this Supplemental Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Conversion Agent,
the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 606 of the Original Indenture. The Company or any
Subsidiary or an Affiliate of either of them may act as Conversion Agent.

         The Company initially appoints the Trustee as Conversion Agent in
connection with the Notes.]

         (e) Maturity, [conversion,] [purchase by the Company at the option of
the Holder] or redemption of a Note shall cause interest to cease to accrue on
such Note subject to the Company's obligation to pay interest on overdue amounts
in accordance with Section 503 of the Original Indenture and the terms of the
Notes.

         (f) [insert in connection with issuance of Trust Preferred Securities]
[The following shall be additional covenants of the Company with respect to the
Notes:

                  (i) So long as no Event of Default has occurred and is
         continuing, in the event that (A) the Trust is the holder of all of the
         Outstanding Notes, (B) a Tax Event in respect of the Trust shall have
         occurred and be continuing and (iii) the Company shall not have (a)
         redeemed the Notes or (b) terminated the Trust pursuant to the
         termination provisions of the related Trust Agreement, the Company
         shall pay to the Trust (and any permitted successor or assign under the
         related Trust Agreement) for so long as the Trust (or its permitted
         successor or assignee) is the registered holder of any Notes, such
         additional amounts as may be necessary in order that the amount of
         Distributions then due and payable by the Trust on the related Trust
         Preferred Securities and Common Securities that at any time remain
         outstanding in accordance with the terms thereof shall not be reduced
         as a result of any additional taxes, duties and other governmental
         charges to which the Trust has become subject as a result of such Tax
         Event (but not including withholding taxes imposed on holders of such
         Trust Preferred Securities and Common Securities) (the "Additional
         Interest"). Whenever in the Indenture or the Notes there is a reference
         in any context to the payment of principal of or interest on the Notes,
         such reference shall be deemed to include payment of the Additional
         Interest provided for in this paragraph to the extent that, in such
         context, Additional Interest is, were or would be payable in respect
         thereof pursuant to the provisions of this Section and express
         reference to the payment of Additional Interest (if applicable) in any
         provisions hereof shall not be construed as excluding Additional
         Interest in those provisions hereof where such express reference is not
         made.

                  (ii) The Company also covenants with each holder of Notes (A)
         to maintain directly or indirectly 100% ownership of the Common
         Securities of the Trust; provided, however, that any permitted
         successor or assignee of the Company hereunder may


                                       11
<PAGE>

         succeed to the Company's ownership of such Common Securities, (B) not
         to voluntarily terminate, wind up or liquidate the Trust, except (x) in
         connection with a prepayment in full of the Notes or a distribution of
         the Notes of such series to the holders of Trust Preferred Securities
         in liquidation of the Trust or (y) in connection with certain mergers,
         consolidations or amalgamations permitted by the Trust Agreement and
         (iii) to use its reasonable efforts, consistent with the terms and
         provisions of the Trust Agreement, to cause such Trust to remain
         classified as a grantor trust and not an association taxable as a
         corporation for United States federal income tax purposes. ]

         (g) [The Company shall have the right to (i) shorten the Stated
Maturity of the principal of the Notes at any time to any date not earlier than
the first date on which the Company has the right, if any, to redeem the Notes,
and (ii) extend the Stated Maturity of the principal of the Notes at any time at
its election for one or more periods, but in no event to a date later than the
[49th] anniversary of the first interest payment date following the original
issue date of the Notes; provided that, if the Company elects to exercise its
right to extend the Stated Maturity of the principal of the Notes pursuant to
this clause (ii), at the time such election is made and at the time of extension
(A) the Company is not in bankruptcy, otherwise insolvent or in liquidation, (B)
the Company is not in default in the payment of any interest or principal on the
Notes, (C) the Trust is not in arrears on payments of Distributions on the Trust
Preferred Securities issued by the Trust, and (D) the Notes are rated not less
than BBB- by Standard & Poor's Ratings Services or Baa3 by Moody's Investors
Service, Inc. or the equivalent by any other nationally recognized statistical
rating organization. In the event the Company elects to shorten or extend the
Stated Maturity of the Notes, it shall give notice to the Trustee (not less than
45 days prior to the effectiveness thereof), and the Trustee shall give notice
of such shortening or extension to the holders not less than 30 nor more than 60
days prior to the effectiveness thereof.]

         (h) [Each Note issued hereunder shall provide that the Company and, by
its acceptance of a Note or a beneficial interest therein, the holder of, and
any Person that acquires a beneficial interest in, such Note agree that for
United States federal, state and local tax purposes it is intended that such
Note constitute indebtedness.]

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



                                       12
<PAGE>

         SECTION 206. Form of Notes. Attached hereto as Exhibit A is a form of
the definitive Notes.

                                 ARTICLE THREE

                             REDEMPTION OF THE NOTES

         SECTION 301. Optional Redemption.

         [[Except as provided in Articles Seven and Eight hereof] [t]The Notes
are not subject to repayment at the option of the Holders thereof.] [[Except as
provided in the form of Note attached hereto as Exhibit A,] [T][t]e Notes are
not redeemable by the Company prior to maturity.]

         [insert in connection with the issuance of Trust Preferred Securities]
[The Notes are prepayable prior to the Stated Maturity at the option of the
Company (i) in whole or in part, from time to time, or after [ ] or (ii) at any
time prior to [ ], in whole but not in part, within 180 days following the
occurrence of a Special Event, in either case at a prepayment price (the
"Prepayment Price") equal to [________________], plus accrued and unpaid
interest thereon (including Additional Interest and Compound Interest, if any)
to the date of prepayment.

         SECTION 302. Redemption Procedures.

         Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each Holder of Notes to be prepaid at
its registered address. Unless the Company defaults in payment of the
[Prepayment Price,] on and after the Redemption Date interest shall cease to
accrue on such Notes called for redemption. If the Notes are only partially
redeemed pursuant to Section 301, the Notes will be redeemed pro rata or by lot
or by any other method utilized by the Trustee; provided, that if at the time of
redemption the Notes are registered as a Global Note, the Depositary shall
determine, in accordance with its procedures, the principal amount of such Notes
held by each Depositary participant to be redeemed. The [Prepayment Price] shall
be paid prior to 12:00 noon, New York time, on the date of such prepayment or at
such earlier time as the Company determines; provided that the Company shall
deposit with the Trustee an amount sufficient to pay the [Prepayment Price] by
10:00 a.m., New York time, on the date such [Prepayment Price] is to be paid.

         SECTION 303. [No Sinking Fund.

         The Notes are not entitled to the benefit of any sinking fund.]

                                       13
<PAGE>

                                  ARTICLE FOUR

                                    EXPENSES

       [insert in connection with issuance of Trust Preferred Securities]

         SECTION 401. [Payment of Expenses.

         In connection with the offering, sale and issuance of the Notes to the
Property Trustee and in connection with the sale of the Trust Securities by the
Trust, the Company, in its capacity as borrower with respect to the Notes,
shall:

         (a) pay all costs and expenses relating to the offering, sale and
issuance of the Notes, including commissions to the underwriter payable pursuant
to the Underwriting Agreement and compensation of the Trustee under the
Indenture in accordance with the provisions of Section 606 of the Original
Indenture;

         (b) be responsible for and shall pay all debts and obligations (other
than with respect to the Trust Securities) and all costs and expenses of the
Trust (including, but not limited to, costs and expenses relating to the
organization, maintenance and dissolution of the Trust, the offering, sale and
issuance of the Trust Securities (including commissions to the underwriters in
connection therewith), the fees and expenses (including reasonable counsel fees
and expenses) of the Property Trustee, the Delaware Trustee and the
Administrative Trustees (including any amounts payable under Article 10 of the
Agreement), the costs and expenses relating to the operation of the Trust,
including without limitation, costs and expenses of accountants, attorneys,
statistical or bookkeeping services, expenses for printing and engraving and
computing or accounting equipment, paying agent(s), registrar(s), transfer
agent(s), duplicating, travel and telephone and other telecommunications
expenses and costs and expenses incurred in connection with the acquisition,
financing, and disposition of Trust assets and the enforcement by the Property
Trustee of the rights of the holders of the Trust Preferred Securities);

         (c) be liable for any indemnification obligations arising with respect
to the Agreement; and

         (d) pay any and all taxes (other than United States withholding taxes
attributable to the Trust or its assets) and all liabilities, costs and expenses
with respect to such taxes of the Trust.

         The Company's obligations under this Section 401 shall be for the
benefit of, and shall be enforceable by, any Person to whom such debts,
obligations, costs, expenses and taxes are owed (a "Creditor") whether or not
such Creditor has received notice hereof. Any such Creditor may enforce the
Company's obligations under this Section 401 directly against the Company and
the Company irrevocably waives any right of remedy to require that any such
Creditor take any action against the Trust or any other Person before proceeding
against the Company. The



                                       14
<PAGE>

Company agrees to execute such additional agreements as may be necessary or
desirable in order to give full effect to the provisions of this Section 401.

         The provisions of this Section shall survive the termination of this
Supplemental Indenture.]

         SECTION 402. [Payment Upon Resignation or Removal.

         Upon termination of this Supplemental Indenture or the Indenture or the
removal or resignation of the Trustee, unless otherwise stated, the Company
shall pay to the Trustee all amounts accrued to the date of such termination,
removal or resignation that are payable pursuant to Section 606 of the Original
Indenture. Upon termination of the Agreement or the removal or resignation of
the Delaware Trustee or the Property Trustee, as the case may be, pursuant to
Section 5.6 of the Agreement, the Company shall pay to the Delaware Trustee or
the Property Trustee, as the case may be, all amounts accrued to the date of
such termination, removal or resignation.]

                                  ARTICLE FIVE

                          COVENANT TO LIST ON EXCHANGE

       [insert in connection with issuance of Trust Preferred Securities]

         SECTION 501. [Listing on an Exchange.

If the Notes are distributed to the holders of the Securities issued by the
Trust, and the Trust Preferred Securities are then so listed, the Company will
use its best efforts to list such Notes on the New York Stock Exchange, Inc. or
on such other exchange as the Trust Preferred Securities are then listed.]

            [ARTICLE SIX [INSERT FOR CONVERTIBLE/EXCHANGEABLE NOTES]

                                  [CONVERSION]

         SECTION 601. Conversion Rights.

         Notes shall be convertible in accordance with their terms and in
accordance with this Article.

         The initial conversion rate (the "Conversion Rate") is - shares of
Common Stock per $1,000 principal amount of Notes, subject to adjustment as a
result of adjustments to the Conversion Price upon the occurrence of certain
events described in this Article. A Holder of a Note otherwise entitled to a
fractional share shall receive cash in an amount equal to the value of such
fractional share based on the Sale Price on the Trading Day immediately
preceding the Conversion Date.



                                       15
<PAGE>

         A Holder of Notes is not entitled to any rights of a holder of Common
Stock until such Holder has converted its Notes to Common Stock, and only to the
extent such Notes are deemed to have been converted into Common Stock pursuant
to this Article.

         SECTION 602. Conversion Rights Based on Common Stock Price.

         The Holder of any Note shall have the right, exercisable at any time
after the date of original issuance of the Note and before the close of business
on the Business Day immediately preceding the Stated Maturity of the Notes, to
convert the principal amount of the Note (or any portion of it that is an
integral multiple of $1,000) into shares of Common Stock at the Conversion
Price.

         The "Conversion Price" per share shall initially equal $- and shall be
adjusted as described in Section 609.

         SECTION 603. Conversion Rights Upon Notice of Redemption.

         In case a Note or portion thereof is called for redemption pursuant to
Article Three hereof, a Holder of such Note may surrender it for conversion at
any time prior to the close of business on the Business Day immediately
preceding the Redemption Date for such Note, unless the Company shall default in
making the payment of the Redemption Price when due, in which case the
conversion right shall terminate at the close of business on the date such
default is cured and such Redemption Price is paid.

         SECTION 604. Conversion Rights Upon Occurrence of Certain Corporate
Transactions.

         If the Company is a party to a consolidation, merger or binding share
exchange pursuant to which the shares of Common Stock would be converted into
cash, securities or other property, at the effective time of the transaction,
the right to convert a Note into shares of Common Stock shall be changed into a
right to convert such Note, without the consent of any Holders of the Notes,
into the kind and amount of cash, securities or other property of the Company or
another Person which the Holder would have received if the Holder had converted
such Note immediately prior to the transaction.

         SECTION 605. Conversion Procedures.

         To convert a Note, a Holder must (a) complete and manually sign the
conversion notice (the "Conversion Notice") or a facsimile thereof on the back
of the Note and deliver such notice to a Conversion Agent, (b) surrender the
Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer
documents if required by the Security Registrar or a Conversion Agent and (d)
pay any transfer or similar tax, if required. The date on which the Holder
satisfies all of those requirements is the "Conversion Date." The Company shall
deliver to the Holder through the Conversion Agent, as soon as practicable but
in any event no later than the fifth



                                       16
<PAGE>

Business Day following the Conversion Date, a certificate for the number of
whole shares of Common Stock issuable upon the conversion and cash in lieu of
any fractional shares pursuant to Section 606. Anything herein to the contrary
notwithstanding, in the case of Global Notes, conversion notices may be
delivered and such Notes may be surrendered for conversion in accordance with
the Applicable Procedures of the Depositary as in effect from time to time. The
Person in whose name the Common Stock certificate is registered shall be deemed
to be a shareholder of record on the Conversion Date; provided, however, that no
surrender of a Note on any date when the stock transfer books of the Company are
closed shall be effective to constitute the Person or Persons entitled to
receive the shares of Common Stock upon such conversion as the record holder or
holders of such shares of Common Stock on such date, but such surrender shall be
effective to constitute the Person or Persons entitled to receive such shares of
Common Stock as the record holder or holders thereof for all purposes at the
close of business on the next succeeding day on which such stock transfer books
are open; provided further, however, that such conversion shall be at the
Conversion Rate in effect on the date that such Note shall have been surrendered
for conversion, as if the stock transfer books of the Company had not been
closed. Upon conversion of a Note, such Person shall no longer be a Holder of
such Note.

         No payment or adjustment shall be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article. On conversion of a Note, except as provided below in the case of
certain Notes or portions thereof called for redemption, that portion of accrued
and unpaid interest on the converted Note attributable to the period from the
most recent Interest Payment Date (or, if no Interest Payment Date has occurred,
from the date of original issuance of the Notes) through the Conversion Date
attributable to the most recent accrual date with respect to the converted Note
shall not be cancelled, extinguished or forfeited, but rather shall be deemed to
be paid in full to the Holder thereof through delivery of the Common Stock
(together with the cash payment, if any, in lieu of fractional shares), and the
fair market value of such shares of Common Stock (together with any such cash
payment in lieu of fractional shares) shall be treated as issued, to the extent
thereof, first in exchange for accrued and unpaid interest through the
Conversion Date and the balance, if any, of such fair market value of such
Common Stock (and any such cash payment) shall be treated as issued in exchange
for the principal amount of the Note being converted pursuant to the provisions
hereof.

         If a Holder converts more than one Note at the same time, the number of
shares of Common Stock issuable upon the conversion shall be based on the
aggregate principal amount of Notes converted.

         Upon surrender of a Note that is converted in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder, a new
Note equal in principal amount to the principal amount of the unconverted
portion of the Note surrendered.

         Notes or portions thereof surrendered for conversion during the period
from the close of business on any Regular Record Date immediately preceding any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (except for Notes called for redemption pursuant to Article Three hereof
on a Redemption Date that occurs during the period between the




                                       17
<PAGE>

close of business on a Regular Record Date and the close of business on the
Interest Payment Date to which such Regular Record Date relates) be accompanied
by payment to the Company or its order, in New York Clearing House funds or
other funds acceptable to the Company, of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of Notes or
portions thereof being surrendered for conversion.

         SECTION 606. Fractional Shares.

         The Company shall not issue a fractional share of Common Stock upon
conversion of a Note. Instead, the Company will deliver cash for the current
market value of the fractional share. The current market value of a fractional
share of Common Stock shall be determined, to the nearest 1/1,000th of a share,
by multiplying the Sale Price on the Trading Day immediately prior to the
Conversion Date, of a full share of Common Stock by the fractional amount and
rounding the product to the nearest whole cent.

         SECTION 607. Taxes on Conversion.

         If a Holder converts a Note, the Company shall pay any documentary,
stamp or similar issue or transfer tax due on the issue of shares of Common
Stock upon such conversion. However, the Holder shall pay any such tax which is
due because the Holder requests the shares to be issued in a name other than the
Holder's name. The Conversion Agent may refuse to deliver the certificate
representing the Common Stock being issued in a name other than the Holder's
name until the Conversion Agent receives a sum sufficient to pay any tax which
will be due because the shares are to be issued in a name other than the
Holder's name. Nothing herein shall preclude any tax withholding required by law
or regulation.

         SECTION 608. Company to Provide Common Stock.

         The Company shall, prior to issuance of any Notes under this
Supplemental Indenture, and from time to time as may be necessary, reserve, out
of its authorized but unissued Common Stock, a sufficient number of shares of
Common Stock to permit the conversion of all Notes Outstanding into shares of
Common Stock. All shares of Common Stock delivered upon conversion of the Notes
shall be newly issued shares, shall be duly authorized, validly issued, fully
paid and nonassessable and shall be free from preemptive rights and free of any
Lien or adverse claim.

         The Company shall endeavor promptly to comply with all federal and
state securities laws regulating the registration of the offer and delivery of
shares of Common Stock to a converting Holder upon conversion of Notes, if any,
and shall list or cause to have quoted such shares of Common Stock on each
national securities exchange or on NASDAQ or other over-the-counter market or
such other market on which the Common Stock is then listed or quoted.



                                       18
<PAGE>

         SECTION 609. Adjustment of Conversion Price.

         The Conversion Price shall be adjusted from time to time by the Company
as follows:

         (a) In case the Company (i) issues shares of Common Stock as a dividend
or distribution on its Common Stock, (ii) subdivides its outstanding Common
Stock into a greater number of shares, or (iii) combines its outstanding Common
Stock into a smaller number of shares, the Conversion Price in effect
immediately prior thereto shall be adjusted so that the Holder of any Notes
thereafter surrendered for conversion shall be entitled to receive that number
of shares of Common Stock which it would have owned had such Notes been
converted immediately prior to the happening of such event. An adjustment made
pursuant to this subsection (a) shall become effective immediately after the
record date in the case of a dividend or distribution and shall become effective
immediately after the effective date in the case of subdivision or combination.

         (b) In case the Company issues rights or warrants to all or
substantially all holders of its Common Stock entitling them to subscribe for or
purchase shares of Common Stock (or securities convertible into Common Stock) at
a price per share (or having a conversion price per share) less than the then
Current Market Price per share of Common Stock on the record date for the
determination of shareholders entitled to receive such rights or warrants, the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to such record date by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares which the aggregate offering price of the
total number of shares of Common Stock so offered (or the aggregate conversion
price of the convertible securities so offered, which shall be determined by
multiplying the number of shares of Common Stock issuable upon conversion of
such convertible securities by the conversion price per share of Common Stock
pursuant to the terms of such convertible securities) would purchase at the then
Current Market Price per share of Common Stock on such record date, and of which
the denominator shall be the number of shares of Common Stock outstanding on
such record date plus the number of additional shares of Common Stock offered
(or into which the convertible securities so offered are convertible). Such
adjustment shall be made successively whenever any such rights or warrants are
issued, and shall become effective immediately after such record date. If at the
end of the period during which such rights or warrants are exercisable not all
rights or warrants shall have been exercised, the adjusted Conversion Price
shall be immediately readjusted to what it would have been based upon the number
of additional shares of Common Stock actually issued (or the number of shares of
Common Stock issuable upon conversion of convertible securities actually
issued).

         (c) In case the Company distributes to all or substantially all holders
of its Common Stock any shares of Capital Stock (other than dividends or
distributions of Common Stock on Common Stock to which Section 609(a) applies)
of the Company, evidences of indebtedness or other assets (including securities
of any Person other than the Company, but excluding all-cash distributions or
any rights or warrants referred to in Section 609(b)), then in each such case
the




                                       19
<PAGE>

Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the current Conversion Price by a fraction of which
the numerator shall be the then Current Market Price per share of the Common
Stock on the record date referred to below less the fair market value on such
record date (as determined by the Board of Directors, whose determination shall
be conclusive evidence of such fair market value and which shall be evidenced by
an Officers' Certificate delivered to the Trustee) of the portion of the Capital
Stock, evidences of indebtedness or other non-cash assets so distributed
applicable to one share of Common Stock (determined on the basis of the number
of shares of Common Stock outstanding on the record date) and of which the
denominator shall be the then Current Market Price per share of the Common Stock
on such record date. Such adjustment shall be made successively whenever any
such distribution is made and shall become effective immediately after the
record date for the determination of shareholders entitled to receive such
distribution.

         In the event that the Company implements a shareholder rights plan,
such rights plan may provide, if the Company so elects and subject to customary
exceptions and limitations, that upon conversion of the Notes the Holders will
receive, in addition to the Common Stock issuable upon such conversion, the
rights issued under such rights plan (notwithstanding the occurrence of an event
causing such rights to separate from the Common Stock at or prior to the time of
conversion) in lieu of making any adjustments to the Conversion Price in
accordance with the provisions of the immediately preceding paragraph. Any
distribution of rights or warrants pursuant to a shareholder rights plan
complying with the requirements set forth in the immediately preceding sentence
of this paragraph shall not constitute a distribution of rights or warrants for
the purposes of this Section 609(c) or any other provision of this Section 609.

         (d)(1) In case the Company, by dividend or otherwise, at any time
distributes (a "Triggering Distribution") to all holders of its Common Stock
cash distributions in an aggregate amount that, together with the aggregate
amount of (A) any other cash distributions to all holders of Common Stock within
the 12 months preceding the date fixed for determining the stockholders entitled
to such Triggering Distribution and in respect of which no Conversion Price
adjustment pursuant to this Section 609 has been made and (B) all Excess
Payments in respect of each tender offer by the Company or any of its
Subsidiaries for Common Stock concluded within the 12 months preceding the date
of payment of the Triggering Distribution and in respect of which no Conversion
Price adjustment pursuant to this Section 609 has been made, exceeds an amount
equal to 15% of the product of the Current Market Price per share of Common
Stock on the date fixed for the determination of stockholders entitled to
receive such Triggering Distribution (the "Time of Determination") multiplied by
the number of shares of Common Stock outstanding on such date (excluding shares
held in the treasury of the Company), the Conversion Price shall be decreased so
that the same shall equal the price determined by multiplying such Conversion
Price in effect immediately prior to the Time of Determination by a fraction of
which the numerator shall be the Current Market Price per share of Common Stock
at the Time of Determination less the sum of the aggregate amount of cash so
distributed, paid or payable within such 12 months (including, without
limitation, the Triggering Distribution) applicable to one share of Common Stock
(determined on the basis of the number of shares of



                                       20
<PAGE>

Common Stock outstanding at the Time of Determination), and the denominator
shall be such Current Market Price per share of Common Stock on the Time of
Determination, such decrease to become effective immediately prior to the
opening of business on the day following the date on which the Triggering
Distribution is paid.

         (2) In the case of the payment of an Excess Payment in respect of a
tender offer by the Company or any Subsidiary for Common Stock that, together
with the aggregate amount of (A) any cash distributions made within the 12
months preceding the date of the Expiration Date (as defined below) and in
respect of which no Conversion Price adjustment pursuant to this Section 609 has
been made and (B) all other Excess Payments in respect of each tender offer by
the Company or any Subsidiary for Common Stock concluded within the 12 months
preceding the Expiration Date and in respect of which no Conversion Price
adjustment pursuant to this Section 609 has been made, exceeds an amount equal
to 15% of the product of the Current Market Price per share of Common Stock as
of the last date (the "Expiration Date") tenders could have been made pursuant
to such tender offer (as it may be amended) (the last time at which such tenders
could have been made on the Expiration Date is hereinafter sometimes called the
"Expiration Time") multiplied by the number of shares of Common Stock
outstanding (including tendered shares but excluding any shares held in the
treasury of the Company) at the Expiration Time, then, immediately prior to the
opening of business on the day after the Expiration Date, the Conversion Price
shall be decreased so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to close of
business on the Expiration Date by a fraction of which the numerator shall be
the product of the number of shares of Common Stock outstanding (including
tendered shares but excluding any shares held in the treasury of the Company) at
the Expiration Time multiplied by the Current Market Price per share of Common
Stock on the Trading Day next succeeding the Expiration Date, and the
denominator shall be the sum of (x) the aggregate consideration (determined as
aforesaid) payable to stockholders based on the acceptance (up to any maximum
specified in the terms of the tender offer) of all shares validly tendered and
not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the "Purchased Shares") and (y) the
product of the number of shares of Common Stock outstanding (less any Purchased
Shares and excluding any shares held in the treasury of the Company) at the
Expiration Time and the Current Market Price per share of Common Stock on the
Trading Day next succeeding the Expiration Date, such decrease to become
effective immediately prior to the opening of business on the day following the
Expiration Date. In the event that the Company is obligated to purchase shares
pursuant to any such tender offer, but the Company is permanently prevented by
applicable law from effecting any or all such purchases or any or all such
purchases are rescinded, the Conversion Price shall again be adjusted to be the
Conversion Price which would have been in effect based upon the number of shares
actually purchased. If the application of this Section 609(d)(2) to any tender
offer would result in an increase in the Conversion Price, no adjustment shall
be made for such tender offer under this Section 609(d)(2).

         (3) For purposes of this Section 609(d), the term "tender offer" shall
mean and include both tender offers and exchange offers, all references to
"purchases" of shares in tender



                                       21
<PAGE>
offers (and all similar references) shall mean and include both the purchase of
shares in tender offers and the acquisition of shares pursuant to exchange
offers, and all references to "tendered shares" (and all similar references)
shall mean and include shares tendered in both tender offers and exchange
offers.

         (e) [reserved]

         (f) In any case in which this Section 609 requires that an adjustment
be made following a record date or a Time of Determination or Expiration Date,
as the case may be, established for purposes of this Section 609, the Company
may elect to defer (but only until five Business Days following the filing by
the Company with the Trustee of the certificate described in Section 612)
issuing to the Holder of any Notes converted after such record date or Time of
Determination or Expiration Date the shares of Common Stock and other Capital
Stock of the Company issuable upon such conversion over and above the shares of
Common Stock and other Capital Stock of the Company issuable upon such
conversion only on the basis of the Conversion Price prior to adjustment; and,
in lieu of the shares the issuance of which is so deferred, the Company shall
issue or cause its transfer agents to issue due bills or other appropriate
evidence prepared by the Company of the right to receive such shares. If any
distribution in respect of which an adjustment to the Conversion Price is
required to be made as of the record date or Time of Determination or Expiration
Date therefor is not thereafter made or paid by the Company for any reason, the
Conversion Price shall be readjusted to the Conversion Price which would then be
in effect if such record date had not been fixed or such effective date or Time
of Determination or Expiration Date had not occurred.

         (g) Upon adjustment of the Conversion Price pursuant to this Section
609, the Conversion Price shall rounded to the nearest $.001, with $.0005 being
rounded upward.

         (h) Upon the election by the Company to make a distribution as
described in paragraphs (b), (c) and (d) of this Section 609, which in the case
of paragraph (d) has a per share value equal to more than 15% of the Sale Price
of shares of Common Stock on the Trading Day preceding the Agreement date for
such distribution, the Company shall give notice to Holders of the Notes not
less than 20 days prior to the ex-dividend date for such distribution. Upon
giving such notice, Holders may surrender the Notes for conversion pursuant to
this Article Six at any time until the close of business on the Business Day
prior to the ex-dividend date or until the Company publicly announces that such
distribution will not be given effect.

         SECTION 610. No Adjustment.

         No adjustment in the Conversion Price shall be required unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Price as last adjusted; provided, however, that any adjustments which
by reason of this Section 610 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 610 shall be made to the nearest cent or to the nearest
1/100th of a share, as the case may be.



                                       22
<PAGE>

         Except pursuant to Section 614, no adjustment in the Conversion Price
shall be made by reason of the completion of a merger, consolidation or other
transaction effected with one of the Company's Affiliates for the purpose of (1)
changing the jurisdiction of organization of the Company or (2) effecting a
corporate reorganization including, without limitation, the implementation of a
holding company structure.

         No adjustment need be made for issuances of Common Stock pursuant to a
Company plan for reinvestment of dividends or interest or for a change in the
par value or a change to no par value of the Common Stock.

         SECTION 611. Adjustment for Tax Purposes.

         The Company shall be entitled to make such adjustments in the
Conversion Price, in addition to those required by Section 609, as in its
discretion shall determine to be advisable in order that any stock dividends,
subdivisions of shares, distributions of rights to purchase stock or securities
or distributions of securities convertible into or exchangeable for stock
hereafter made by the Company to its stockholders shall not be taxable to the
recipient thereof.

         SECTION 612. Notice of Adjustment.

         Whenever the Conversion Price is adjusted, the Company shall promptly
mail to Holders a notice of the adjustment and file with the Trustee an
Officers' Certificate specifying the adjusted Conversion Price, and briefly
stating the facts requiring the adjustment and the manner of computing it.

         SECTION 613. Notice of Certain Transactions.

         In the event that:

         (1) the Company takes any action which would require an adjustment in
the Conversion Price,

         (2) the Company takes any action that requires a supplemental indenture
pursuant to Section 614, or

         (3) there is a dissolution or liquidation of the Company,

         the Company shall mail to Holders and file with the Trustee a notice
stating the proposed record or effective date, as the case may be. The Company
shall mail the notice at least fifteen days before such date. Failure to mail
such notice or any defect therein shall not affect the validity of any
transaction referred to in clause (1), (2) or (3) of this Section 613.



                                       23
<PAGE>

         SECTION 614. Effect of Reclassification, Consolidation, Merger or Sale
on Conversion Privilege.

         If any of the following shall occur, namely: (a) any reclassification
or change of shares of Common Stock issuable upon conversion of the Notes (other
than a change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination); (b) any
consolidation or merger in which the Company is a party consolidating with
another entity or merging with or into another entity other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification of, or change (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination) in, Outstanding shares of Common Stock; or (c) any
sale or conveyance of all or substantially all of the property and assets of the
Company to any Person, then the Company, or such successor, purchasing or
transferee corporation, as the case may be, shall, as a condition precedent to
such reclassification, change, consolidation, merger, sale or conveyance,
execute and deliver to the Trustee a supplemental indenture providing that the
Holder of each Note then Outstanding shall have the right to convert such Note
into the kind and amount of shares of stock and other securities and property
(including cash) receivable upon such reclassification, change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
deliverable upon conversion of such Note immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance. Such
supplemental indenture shall provide for adjustments of the Conversion Price
which shall be as nearly equivalent as may be practicable to the adjustments of
the Conversion Price provided for in this Article. If, in the case of any such
consolidation, merger, sale or conveyance, the stock or other securities and
property (including cash) receivable thereupon by a holder of Common Stock
include shares of stock or other securities and property of a Person other than
the successor, purchasing or transferee corporation, as the case may be, in such
consolidation, merger, sale or conveyance, then such supplemental indenture
shall also be executed by such other Person and shall contain such additional
provisions to protect the interests of the Holders of the Notes as the Board of
Directors shall reasonably consider necessary by reason of the foregoing. The
provisions of this Section 614 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales or conveyances.

         In the event the Company shall execute a supplemental indenture
pursuant to this Section 614, the Company shall promptly file with the Trustee
(x) an Officers' Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or other securities or property (including cash)
receivable by Holders of the Notes upon the conversion of their Notes after any
such reclassification, change, consolidation, merger, sale or conveyance, any
adjustment to be made with respect thereto and that all conditions precedent
have been complied with and (y) an Opinion of Counsel that all conditions
precedent have been complied with, and shall promptly mail notice thereof to all
Holders.



                                       24
<PAGE>

         SECTION 615. Trustee's Disclaimer.

         The Trustee shall have no duty to determine when an adjustment under
this Article should be made, how it should be made or what such adjustment
should be, but may accept as conclusive evidence of that fact or the correctness
of any such adjustment, and shall be protected in relying upon, an Officers'
Certificate including the Officers' Certificate with respect thereto which the
Company is obligated to file with the Trustee pursuant to Section 612. The
Trustee makes no representation as to the validity or value of any securities or
assets issued upon conversion of Notes, and the Trustee shall not be responsible
for the Company's failure to comply with any provisions of this Article.

         The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 614, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 614.

         SECTION 616. Voluntary Decrease.

         The Company may decrease the Conversion Price for any period of at
least 20 days, upon at least 15 days notice, if the Board of Directors
determines that such decrease would be in the Company's best interests. Such
determination by the Board of Directors shall be conclusive.]

                                 ARTICLE SEVEN

                   [PURCHASE OF NOTES AT OPTION OF THE HOLDER]

         SECTION 701. General.

         [The Company shall be required to purchase Notes in accordance with
this Article Seven.

         On each Purchase Date, the Company shall repurchase, at the option of
the Holder, the Notes in respect of which such Holder has provided and not
withdrawn a Purchase Notice at the Purchase Price upon:

         (1) delivery to the Paying Agent, by the Holder of a written notice of
purchase (a "Purchase Notice") at any time from the opening of business on the
date that is 20 Business Days prior to a Purchase Date until the close of
business on the Business Day immediately preceding such Purchase Date stating:

                  (A) if a Certificated Security has been issued, the
certificate number of the Note which the Holder shall deliver to be purchased or
if a Certificated Security has not been issued, such information as may be
required by Applicable Procedures;

                                       25
<PAGE>

                  (B) the portion of the principal amount of Notes to be
purchased, which must be $1,000 or an integral multiple of $1,000;

                  (C) that such Note shall be purchased as of the Purchase Date
pursuant to the terms and conditions specified in the Notes and in the Indenture
as supplemented by this Supplemental Indenture; and

                  (D) in the event that the Company elects, pursuant to Section
702 hereof, to pay the Purchase Price to be paid as of such Purchase Date, in
whole or in part, in Common Stock but such portion of the Purchase Price shall
ultimately be payable to such Holder entirely in cash because any of the
conditions to payment of the Purchase Price in Common Stock is not satisfied
prior to the close of business on such Purchase Date, as set forth in Section
704 hereof, whether such Holder elects (i) to withdraw such Purchase Notice as
to some or all of the Notes to which such Purchase Notice relates (stating the
principal amount and certificate numbers of the Notes as to which such
withdrawal shall relate), or (ii) to receive cash in respect of the entire
Purchase Price for all Notes (or portions thereof) to which such Purchase Price
relates; and

         (2) delivery of such Notes to the Paying Agent at any time from the
opening of business on the date that is 20 Business Days prior to the Purchase
Date until the close of business on the Business Day immediately preceding such
Purchase Date (together with all necessary endorsements) at the offices of the
Paying Agent, such delivery being a condition to receipt by the Holder of the
Purchase Price therefor; provided, however, that such Purchase Price shall be so
paid pursuant to this Article only if the Notes so delivered to the Paying Agent
shall conform in all respects to the description thereof in the related Purchase
Notice.

         If a Holder, in such Holder's Purchase Notice and in any written notice
of withdrawal delivered by such Holder pursuant to the terms of Section 709
hereof, fails to indicate such Holder's choice with respect to the election set
forth in clause (D) of Section 701(1), such Holder shall be deemed to have
elected to receive cash in respect of the Purchase Price for all Notes subject
to the Purchase Notice in the circumstances set forth in such clause (D).

         The Company shall purchase from the Holder thereof, pursuant to this
Article, a portion of a Note if the principal amount of such portion is $1,000
or an integral multiple of $1,000. Provisions of this Indenture that apply to
the purchase of all of a Note also apply to the purchase of such portion of such
Note.

         Any purchase by the Company contemplated pursuant to the provisions of
this Article shall be consummated by the delivery of the consideration to be
received by the Holder (if any) promptly following the later of the Purchase
Date and the time of delivery of the Note.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 701 shall
have the right to withdraw such Purchase Notice at any time prior to the close
of business on the Business Day immediately



                                       26
<PAGE>

preceding the Purchase Date by delivery of a written notice of withdrawal to the
Paying Agent in accordance with Section 709.

         The Paying Agent shall promptly notify the Company of the receipt by it
of any Purchase Notice or written notice of withdrawal thereof.

SECTION 702. The Company's Right to Elect Manner of Payment of Purchase Price.

         The Purchase Price of Notes in respect of which a Purchase Notice
pursuant to Section 701 has been given, or a specified percentage thereof, shall
be paid by the Company, at the election of the Company, with cash or Common
Stock or in any combination of cash and Common Stock, subject to the conditions
set forth in Section 702 and 703 hereof. The Company shall specify, in the
Company Notice delivered pursuant to Section 705 hereof, whether the Company
will purchase the Notes for cash or Common Stock, or, if a combination thereof,
the percentages of the Purchase Price of Notes in respect of which it shall pay
in cash and Common Stock; provided, however, that the Company shall pay cash for
fractional interests in Common Stock. For purposes of determining the existence
of potential fractional interests, all Notes subject to purchase by the Company
held by a Holder shall be considered together (no matter how many separate
certificates are to be presented). Each Holder whose Notes are purchased
pursuant to this Article shall receive the same percentage of cash or Common
Stock in payment of the Purchase Price for such Notes, except (i) as provided in
Section 704 with regard to the payment of cash in lieu of fractional shares of
Common Stock and (ii) in the event that the Company is unable to purchase the
Notes of a Holder or Holders for Common Stock because any necessary
qualifications or registrations of the Common Stock under applicable state
securities laws cannot be obtained, the Company may purchase the Notes of such
Holder or Holders for cash. The Company may not change its election with respect
to the consideration (or components or percentages of components thereof) to be
paid once the Company has given its Company Notice to Holders except pursuant to
Section 704 in the event of a failure to satisfy, prior to the close of business
on the Purchase Date, any condition to the payment of the Purchase Price, in
whole or in part, in Common Stock.

         At least three Business Days before the Company Notice Date, the
Company shall deliver an Officers' Certificate to the Trustee specifying:

         (i)   the manner of payment selected by the Company;

         (ii)  the information required by Section 705;

         (iii) if the Company elects to pay the Purchase Price, or a specified
percentage thereof, in Common Stock, that the conditions to such manner of
payment set forth in Section 704 have been or shall be complied with; and

         (iv)  whether the Company desires the Trustee to give the Company
Notice required by Section 705.

                                       27
<PAGE>

         SECTION 703. Purchase with Cash.

         On each Purchase Date, at the option of the Company, the Purchase Price
of Notes in respect of which a Purchase Notice pursuant to Section 701 has been
given, or a specified percentage thereof, may be paid by the Company with cash
equal to the aggregate Purchase Price of such Notes.

         SECTION 704. Payment by Issuance of Common Stock.

         On each Purchase Date, at the option of the Company, the Purchase Price
of Notes in respect of which a Purchase Notice pursuant to Section 701 has been
given, or a specified percentage thereof, may be paid by the Company by the
issuance of a number of shares of Common Stock equal to the quotient obtained by
dividing (i) the amount of cash to which the Holders would have been entitled
had the Company elected to pay all or such specified percentage, as the case may
be, of the Purchase Price of such Notes in cash by (ii) 95% of the Market Price
of a share of Common Stock, subject to the next succeeding paragraph.

         The Company will not issue a fractional share of Common Stock in
payment of the Purchase Price. Instead the Company will pay cash for the current
market value of the fractional share. The current market value of a fraction of
a share of Common Stock shall be determined by multiplying the Market Price by
such fraction and rounding the product to the nearest whole cent with one half
cent being rounded upwards. It is understood that if a Holder elects to have
more than one Note purchased, the number of shares of Common Stock shall be
based on the aggregate amount of Notes to be purchased.

         Upon determination of the actual number of shares of Common Stock
issuable in accordance with the provisions of this Section 704, the Company
shall publish such information in The Wall Street Journal or another daily
newspaper of national circulation.

         The Company's right to exercise its election to purchase the Notes
pursuant to this Article through the issuance of Common Stock shall be
conditioned upon:

                  (1) the Company not having given its Company Notice of an
election to pay entirely in cash and timely having given its Company Notice of
an election to purchase all or a specified percentage of the Notes with Common
Stock as provided herein;

                  (2) the listing of shares of Common Stock on the principal
United States securities exchange on which the Common Stock is then listed or
the inclusion of such shares on NASDAQ if the Common Stock is then so included;

                  (3) the registration of the shares of Common Stock to be
issued in respect of the payment of the Purchase Price under the Securities Act
and the Exchange Act, in each case, if required for the initial issuance
thereof; and



                                       28
<PAGE>

                  (4) any necessary qualification or registration under
applicable state securities law or the availability of an exemption from such
qualification and registration.

         If the foregoing conditions are not satisfied with respect to a Holder
or Holders prior to the close of business on the Purchase Date and the Company
has elected to purchase the Notes pursuant to this Article through the issuance
of Common Stock, the Company shall pay, without further notice, the entire
Purchase Price of the Notes of such Holder or Holders in cash.

         The "Market Price" means the average of the Sale Prices of the Common
Stock for the twenty Trading Day period ending on the third Business Day (if the
third Business Day prior to the applicable Purchase Date is a Trading Day, or if
not, then on the last Trading Day prior to the third Business Day) prior to the
applicable Purchase Date appropriately adjusted to take into account the
occurrence, during the period commencing on the first of such Trading Days
during such five Trading Day period and ending on such Purchase Date, of any
event described in Section 609; subject, however, to the conditions set forth in
Sections 609(f) and 610.

         The "Sale Price" of the Common Stock on any date means the closing per
share sale price (or, if no closing sale price is reported, the average of the
bid and ask prices or, if more than one in either case, the average of the
average bid and average ask prices) on such date as reported in the composite
transactions for the principal United States securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a United States
national or regional securities exchange, as reported by NASDAQ or by the
National Quotation Bureau Incorporated.

         SECTION 705.      Notice of Election.

         The Company shall provide notice (a "Company Notice") on a date not
less than 20 Business Days prior to each Purchase Date (the "Company Notice
Date") to all Holders at their addresses shown in the register of the Security
Registrar, and to beneficial owners as required by applicable law, stating:

         (1) whether the purchase price is payable in cash or Common Stock or in
any combination thereof, specifying the percentages of each;

         (2) if the Company has elected to pay the Purchase Price in Common
Stock:

                  (A) that each Holder shall receive Common Stock with a Market
         Price equal to such specified percentage of the Purchase Price of the
         Notes held by such Holder (except any cash amount to be paid in lieu of
         fractional shares);

                  (B) the method of calculating the Market Price of the Common
         Stock; and

                  (C) that because the Market Price of Common Stock will be
         determined prior to the Purchase Date, Holders will bear the market
         risk with respect to the value of the



                                       29
<PAGE>

         Common Stock to be received from the date such Market Price is
         determined to the Purchase Date.

         In any case, each Company Notice shall include a form of Purchase
Notice to be completed by a Holder and shall state:

         (A) the Purchase Price, the Conversion Rate and, to the extent known at
the time of such notice the amount of interest that will be accrued and payable
with respect to the Notes as of the Purchase Date;

         (B) the name and address of the Paying Agent and the Conversion Agent;

         (C) that Notes as to which a Purchase Notice has been given may be
converted pursuant to Article Six hereof only if the applicable Purchase Notice
has been withdrawn in accordance with the terms of this Supplemental Indenture;

         (D) that Notes must be surrendered to the Paying Agent to collect
payment of the Purchase Price;

         (E) that the Purchase Price for any Note as to which a Purchase Notice
has been given and not withdrawn shall be paid promptly following the later of
the Purchase Date and the time of surrender of such Note as described in (D);

         (F) the procedures the Holder must follow to exercise purchase rights
under this Article and a brief description of those rights;

         (G) a brief description of the conversion rights of the Notes; and

         (H) the procedures for withdrawing a Purchase Notice (including,
without limitation, for a conditional withdrawal pursuant to the terms of
Section 701 or 709).

         If any of the Notes is in the form of a Global Note, then the Company
shall modify the Company Notice to the extent necessary to accord with the
Applicable Procedures.

         At the Company's request, the Trustee shall give such Company Notice in
the Company's name and at the Company's expense; provided, however, that, in all
cases, the text of such Company Notice shall be prepared by the Company.

         SECTION 706. Covenants of the Company.

         All Common Stock delivered upon purchase of the Notes shall be newly
issued shares or treasury shares, shall be duly authorized, validly issued,
fully paid and nonassessable and shall be free from preemptive rights and free
of any Lien or adverse claim.



                                       30
<PAGE>

         SECTION 707. Procedure upon Purchase.

         As soon as practicable after the Purchase Date, the Company shall
deliver to each Holder entitled to receive Common Stock through the Paying
Agent, a certificate for the number of full shares of Common Stock issuable in
payment of the Purchase Price and cash in lieu of any fractional shares of
Common Stock. The Person in whose name the certificate for Common Stock is
registered shall be treated as a holder of record of Common Stock on the
Business Day following the Purchase Date. No payment or adjustment shall be made
for dividends on the Common Stock the record date for which occurred on or prior
to the Purchase Date.

         SECTION 708. Taxes.

         If a Holder of a Note is paid in Common Stock, the Company shall pay
any documentary, stamp or similar issue or transfer tax due on such issue of
Common Stock. However, the Holder shall pay any such tax which is due because
the Holder requests the Common Stock to be issued in a name other than the
Holder's name. The Paying Agent may refuse to deliver the certificates
representing the shares of Common Stock being issued in a name other than the
Holder's name until the Paying Agent receives a sum sufficient to pay any tax
which will be due because the shares of Common Stock are to be issued in a name
other than the Holder's name.

         SECTION 709. Effect of Purchase Notice.

         Upon receipt by the Paying Agent of the Purchase Notice specified in
Section 701, the Holder of the Note in respect of which such Purchase Notice was
given shall (unless such Purchase Notice is withdrawn as specified in the
following two paragraphs) thereafter be entitled to receive solely the Purchase
Price with respect to such Note. Such Purchase Price shall be paid to such
Holder, subject to receipt of funds and/or Common Stock by the Paying Agent,
promptly following the later of (x) the Purchase Date with respect to such Note
(provided the conditions in Section 701 have been satisfied) and (y) the time of
delivery of such Note to the Paying Agent by the Holder thereof in the manner
required by Section 701. Notes in respect of which a Purchase Notice has been
given by the Holder thereof may not be converted pursuant to Article Six hereof
on or after the date of the delivery of such Purchase Notice unless such
Purchase Notice has first been validly withdrawn as specified in the following
two paragraphs.

         A Purchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Paying Agent in accordance with the
Purchase Notice at any time prior to the close of business on the Business Day
immediately preceding the applicable Purchase Date specifying:

         (1) if Certificated Securities have been issued, the certificate number
of the Notes in respect of which such notice of withdrawal is being submitted,
or if Certificated Securities have not been issued, such information as may be
required by the Applicable Procedures;



                                       31
<PAGE>

         (2) the principal amount of the Notes, in integral multiples of $1,000,
being withdrawn; and

         (3) the principal amount of such Notes that remains subject to the
Purchase Notice, if any.

         A written notice of withdrawal of a Purchase Notice may be in the form
set forth in the preceding paragraph or may be in the form of (i) a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
701(1)(D) or (ii) a conditional withdrawal containing the information set forth
in Section 701(l)(D) and the preceding paragraph and contained in a written
notice of withdrawal delivered to the Paying Agent as set forth in the preceding
paragraph.

         There shall be no purchase of any Notes pursuant to this Article (other
than through the issuance of Common Stock in payment of the Purchase Price,
including cash in lieu of fractional shares) if there has occurred (prior to, on
or after, as the case may be, the giving, by the Holders of such Notes, of the
required Purchase Notice) and is continuing an Event of Default (other than a
default in the payment of the Purchase Price with respect to such Notes). The
Paying Agent shall promptly return to the respective Holders thereof any Notes
(x) with respect to which a Purchase Notice has been withdrawn in compliance
with this Indenture, or (y) held by it during the continuance of an Event of
Default (other than a default in the payment of the Purchase Price with respect
to such Notes) in which case, upon such return, the Purchase Notice with respect
thereto shall be deemed to have been withdrawn.

         SECTION 710. Deposit of Purchase Price.

         Prior to 11:00 a.m. (New York City time) on the Purchase Date, the
Company shall deposit with the Trustee or with the Paying Agent an amount of
cash (in immediately available funds if deposited on such Business Day) and/or
Common Stock, if permitted hereunder, sufficient to pay the aggregate Purchase
Price of all of the Notes or portions thereof which are to be purchased as of
the Purchase Date. The manner in which the deposit required by this Section 710
is made by the Company shall be at the option of the Company, provided, however,
that such deposit shall be made in a manner such that the Trustee or a Paying
Agent shall have immediately available funds on the Purchase Date.

         If a Paying Agent holds, in accordance with the terms hereof, money
and/or Common Stock sufficient to pay the Purchase Price of any Note for which a
Purchase Notice has been tendered and not withdrawn in accordance with this
Indenture then, immediately after such Purchase Date, such Note shall cease to
be Outstanding and the rights of the Holder in respect thereof shall terminate
(other than the right to receive the Purchase Price as aforesaid).



                                       32
<PAGE>

         SECTION 711. Securities Purchased in Part.

         Any Note which is to be purchased only in part shall be surrendered at
the office of the Paying Agent (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company or the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Note, without
service charge except for any taxes to be paid by the Holder in the event a Note
is registered under a new name, a new Note or Notes, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the portion of the principal amount of the Note so
surrendered which is not purchased.

         SECTION 712. Compliance with Securities Laws Upon Purchase of
Securities.

         In connection with any offer to purchase or purchase of Notes under
this Article (provided that such offer or purchase constitutes an "issuer tender
offer" for purposes of Rule 13e-4 (which term, as used herein, includes any
successor provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e-4 under the Exchange Act,
(ii) file the related Schedule TO (or any successor schedule, form or report),
if required, under the Exchange Act and (iii) otherwise comply with all
applicable federal and state securities laws so as to permit the rights and
obligations under Article Seven to be exercised in the time and in the manner
specified in this Article.

         SECTION 713. Repayment to the Company.

         The Trustee and the Paying Agent shall return to the Company any cash
or Common Stock that remain unclaimed for two years, subject to applicable
unclaimed property law, together with interest or dividends, if any, thereon
held by them for the payment of the Purchase Price, provided, however, that to
the extent that the aggregate amount of cash or Common Stock deposited by the
Company pursuant to Section 710 exceeds the aggregate Purchase Price of the
Notes or portions thereof which the Company is obligated to purchase as of the
Purchase Date, then promptly after the Business Day following the Purchase Date,
the Trustee shall return any such excess to the Company together with interest
or dividends, if any, thereon. Thereafter, any Holder entitled to payment must
look to the Company for payment as general creditors, unless an applicable
abandoned property law designates another Person.]



                                       33
<PAGE>

                                 ARTICLE EIGHT

                         [PURCHASE OF NOTES AT OPTION OF
                       THE HOLDER UPON FUNDAMENTAL CHANGE]

         SECTION 801. Right to Require Purchase.

         (a) [If a Fundamental Change occurs, Holders shall have the right, at
their option, to require the Company to Purchase all of such Holder's Notes not
previously called for redemption, or any portion of the principal amount
thereof, that is equal to $1,000 or an integral multiple of $1,000, on the
Fundamental Change Purchase Date.

         A "Fundamental Change" shall be deemed to have occurred at such time as
(a) any Person, including its Affiliates and associates, other than Permitted
Holders, files a Schedule 13D or TO (or any successor schedule, form or report
under the Exchange Act) disclosing that such Person has become the Beneficial
Owner of 50% or more of the total voting power in the aggregate of all classes
the Company's Capital Stock then outstanding normally entitled to vote in
elections of the Board of Directors, (b) there shall be consummated any
consolidation or merger of the Company pursuant to which the Common Stock would
converted into cash, securities or other property, in each case other than a
consolidation or merger of the Company in which the holders of Common Stock
immediately prior to the consolidation or merger have, directly or indirectly,
at least a majority of the total voting power in the aggregate of all classes of
Capital Stock of the continuing or surviving corporation normally entitled to
vote in elections of directors immediately after the consolidation or merger or
(c) the Company shall sell, convey, transfer or lease all or substantially all
of its properties and assets to any Person other than a Permitted Holder.

         The term "Beneficial Owner" shall be determined in accordance with
Rules 13d-3 and 13d-5 promulgated by the Commission under the Exchange Act or
any successor provision thereto, except that a Person shall be deemed to have
"beneficial ownership" of all shares that such Person has the right to acquire,
whether such right is exercisable immediately or only after the passage of time.

         The term "Permitted Holders" shall mean [(a) the Company and its
Subsidiaries and employee benefit plans, (b) any "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Exchange Act) that includes ______________;
provided that _________ at all times (i) holds the position of director of the
Company, or another position of equal or greater responsibilities, and the
estates, executors and administrators, and parents and lineal descendants of
_____________, and the estates, executors and administrators of any of such
parents and lineal descendants and (c) any corporation, partnership, limited
liability company, trust or other entity in which the trusts, individuals or
lineal descendents referred to in clause (b) in the aggregate have either a
direct or indirect beneficial interest or voting control of greater than 50%.]



                                       34
<PAGE>

         (b) Within fifteen Business Days following any Fundamental Change, the
Company shall provide a notice to all Holders at their addresses shown in the
register of the Security Registrar, and to beneficial owners as required by
applicable law, and the Trustee offering to purchase the Notes on a certain date
(which date shall not be later than 35 Business Days from the date of such
notice) (the "Fundamental Change Purchase Date") specified in such notice and
such notice shall state:

                  (1) the events giving rise to the Fundamental Change;

                  (2) the date of such Fundamental Change;

                  (3) the date by which the Fundamental Change Purchase Notice
         pursuant to this Section 801 must be given;

                  (4) the Fundamental Change Purchase Date;

                  (5) the Fundamental Change Purchase Price that will be accrued
         and payable with respect to the Notes as of the Fundamental Change
         Purchase Date;

                  (6) briefly, the conversion rights of the Notes;

                  (7) the name and address of the Paying Agent and Conversion
         Agent;

                  (8) the Conversion Price and any adjustments thereto;

                  (9) that Notes as to which a Fundamental Change Purchase
         Notice has been given may be converted into Common Stock pursuant to
         Article Six only to the extent that the Fundamental Change Purchase
         Notice has been withdrawn in accordance with the terms of this
         Indenture;

                  (10) the procedures that the Holder must follow to exercise
         rights under this Section 801;

                  (11) the procedures for withdrawing a Fundamental Change
         Purchase Notice, including a form of notice of withdrawal; and

                  (12) that the Holder must satisfy the requirements set forth
         in the Notes in order to convert the Notes.

         If any of the Notes are in the form of a Global Note, then the Company
shall modify such notice to the extent required by the Applicable Procedures.

         (c) A Holder may exercise its rights specified in subsection (a) of
this Section 801 upon delivery of a written notice (which shall be in
substantially the form included as an attachment to



                                       35
<PAGE>

the Notes and which may be delivered by letter, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Notes, may be delivered electronically or by other means in accordance
with the Depository's customary procedures) of the exercise of such rights (a
"Fundamental Change Purchase Notice") to any Paying Agent for receipt by such
Paying Agent no later than the close of business on the fifth Business Day next
preceding the Fundamental Change Purchase Date.

         The delivery of such Note to any Paying Agent (together with all
necessary endorsements) at the office of such Paying Agent shall be a condition
to the receipt by the Holder of the Fundamental Change Purchase Price.

         The Company shall purchase from the Holder thereof, pursuant to this
Section 801, a portion of a Note if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Supplemental
Indenture that apply to the purchase of all of a Note pursuant to Sections 801
through 806 also apply to the purchase of such portion of such Note.

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 801 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Fundamental Change
Purchase Date and the time of delivery of the Note to the Paying Agent in
accordance with this Section 801.

         Notwithstanding anything herein to the contrary, any Holder delivering
to a Paying Agent the Fundamental Change Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Fundamental Change Purchase
Notice in whole or as to a portion thereof that is a principal amount of $1,000
or an integral multiple thereof at any time prior to the close of business on
the Business Day next preceding the Fundamental Change Purchase Date by delivery
of a written notice of withdrawal to the Paying Agent in accordance with Section
802.

         A Paying Agent shall promptly notify the Company of the receipt by it
of any Fundamental Change Purchase Notice or written withdrawal thereof.

         In the case of Global Notes, any Fundamental Change Purchase Notice may
be delivered or withdrawn and such Notes may be surrendered or delivered for
purchase in accordance with the Applicable Procedures.

         (d) Anything herein to the contrary notwithstanding, the Company shall
not be required to effect a Fundamental Change Offer following a Fundamental
Change if a third party makes the Fundamental Change Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Article and purchases all of the Notes validly tendered and not withdrawn under
such Fundamental Change Offer.]



                                       36
<PAGE>

         SECTION 802. Effect of Fundamental Change Purchase Notice.

         Upon receipt by any Paying Agent of the Fundamental Change Purchase
Notice specified in Section 801(c), the Holder of the Note in respect of which
such Fundamental Change Purchase Notice was given shall (unless such Fundamental
Change Purchase Notice is withdrawn as specified below) thereafter be entitled
to receive on the Fundamental Change Purchase Date the Fundamental Change
Purchase Price with respect to such Note together with interest accrued to such
Fundamental Change Purchase Date. Such Fundamental Change Purchase Price shall
be paid to such Holder promptly following the later of (a) the Fundamental
Change Purchase Date with respect to such Note (provided the conditions in
Section 801(c) have been satisfied) and (b) the time of delivery of such Note to
a Paying Agent by the Holder thereof in the manner required by Section 801(c).
Notes in respect of which a Fundamental Change Purchase Notice has been given by
the Holder thereof may not be converted into Common Stock on or after the date
of the delivery of such Fundamental Change Purchase Notice unless such
Fundamental Change Purchase Notice has first been validly withdrawn as specified
in the following paragraph.

         A Fundamental Change Purchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the Fundamental Change Purchase Notice at any time prior to the
close of business on the Business Day immediately preceding the Fundamental
Change Purchase Date specifying:

         (1) if a Certificated Security has been issued, the certificate number
of the Notes in respect of which such notice of withdrawal is being submitted,
or if a Certificated Security has not been issued, such information as may be
required by Applicable Procedures;

         (2) the principal amount, in integral multiples of $1,000, of the Notes
being withdrawn; and

         (3) the principal amount of such Notes which remain subject to the
Fundamental Change Purchase Notice, if any.

         SECTION 803. Deposit of Fundamental Change Purchase Price.

         On the Fundamental Change Purchase Date, the Company shall, to the
extent lawful accept for payment all the Notes or portions thereof properly
tendered pursuant to the Fundamental Change Offer and deliver or cause to be
delivered to the Trustee the Notes so accepted together with an Officers'
Certificate, stating the aggregate principal amount of Notes or portions thereof
being purchased.

         On or before 11:00 a.m., New York City time, on the Fundamental Change
Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent
(other than the Company or an Affiliate of the Company) an amount of money (in
immediately available funds if deposited on such Business Day) sufficient to pay
the aggregate Fundamental Change



                                       37
<PAGE>

Purchase Price of all the Notes or portions thereof that are to be purchased as
of such Fundamental Change Purchase Date. The manner in which the deposit
required by this Section 803 is made by the Company shall be at the option of
the Company; provided, however, that such deposit shall be made in a manner such
that the Trustee or a Paying Agent shall have immediately available funds on the
Fundamental Change Purchase Date.

         If a Paying Agent holds, in accordance with the terms hereof, funds
sufficient to pay the Fundamental Change Purchase Price of any Note for which a
Fundamental Change Purchase Notice has been tendered and not withdrawn in
accordance with this Supplemental Indenture then, on the Fundamental Change
Purchase Date such Note shall cease to be Outstanding and the rights of the
Holder in respect thereof shall terminate (other than the right to receive the
Fundamental Change Purchase Price). The Company shall publicly announce the
principal amount of Notes purchased as a result of such Fundamental Change on or
as soon as practicable after the Fundamental Change Purchase Date.

         SECTION 804. Securities Purchased In Part.

         Any Note that is to be purchased only in part shall be surrendered at
the office of a Paying Agent and promptly after the Fundamental Change Purchase
Date the Company shall execute and the Trustee shall authenticate and deliver to
the Holder of such Note, without service charge (other than amounts to be paid
in respect of applicable transfer taxes), a new Note or Notes, of such
authorized denomination or denominations in integral multiples of $1,000 as may
be requested by such Holder, in aggregate principal amount equal to, and in
exchange for, the portion of the principal amount of the Note so surrendered
that is not purchased.

         SECTION 805. Compliance With Securities Laws Upon Purchase of
Securities.

         In connection with any offer to purchase or purchase of Notes under
this Article (provided that such offer or purchase constitutes an "issuer tender
offer" for purposes of Rule 13e-4 (which term, as used herein, includes any
successor provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e-4 and Rule 14e-1 and any
other tender offer rules promulgated under the Exchange Act, (ii) file the
related Schedule TO (or any successor schedule, form or report), if required,
under the Exchange Act and (iii) otherwise comply with all applicable federal
and state securities laws so as to permit the rights and obligations under this
Article to be exercised in the time and in the manner specified in this Article.

         SECTION 806. Repayment to the Company.

         The Trustee and the Paying Agent shall return to the Company any cash
or Common Stock that remains unclaimed for two years, subject to applicable
unclaimed property law, together with interest or dividends, if any, thereon
held by them for the payment of the Fundamental Change Purchase Price; provided,
however, that to the extent that the aggregate amount of cash or Common Stock
deposited by the Company pursuant to Section 603 exceeds



                                       38
<PAGE>

the aggregate Fundamental Change Purchase Price of the Notes or portions thereof
which the Company is obligated to purchase as of the Fundamental Change Purchase
Date, then on the Business Day following the Purchase Date, the Trustee shall
return any such excess to the Company together with interest or dividends, if
any, thereon. Thereafter, any Holder entitled to payment must look to the
Company for payment as general creditors, unless an applicable abandoned
property law designates another Person.]


                                  ARTICLE NINE

                            MISCELLANEOUS PROVISIONS

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

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

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

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



                                       39
<PAGE>

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

                                                     DTE ENERGY COMPANY




                                                     By:________________________
                                                         Name:
                                                         Title:


ATTEST:




By:_____________________________


                                                     THE BANK OF NEW YORK



                                                     By:________________________
                                                         Name:
                                                         Title:


ATTEST:



By:_____________________________






                                       40
<PAGE>
                                                                       EXHIBIT A

                               FORM OF SENIOR NOTE



























                                      A-1
<PAGE>





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

CUSIP NO.:  -                                                                $-
NO. R--



                               DTE ENERGY COMPANY
                              -% SENIOR NOTES DUE -

DTE ENERGY COMPANY, a corporation duly organized and existing under the laws of
the State of Michigan (herein referred to as the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of $___________ on __________ ("Stated Maturity")[, unless
previously redeemed,] [and to pay interest at the rate of [_____%] per annum on
said principal sum from the date of issuance until the principal of this Note
becomes due and payable, and on any overdue principal and premium and (to the
extent that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the same rate per annum during such overdue
period. Interest on this Note will be payable [semiannually][quarterly] in
arrears on __________ [, __________, __________] and __________ of each year
(each such date, an "Interest Payment Date"), commencing
__________.]

[If this Note is not to bear interest prior to Stated Maturity, insert - The
principal of this Note shall not bear interest except in the case of a default
in payment of principal upon acceleration, upon redemption or at Stated Maturity
and in such case the overdue principal and any overdue premium shall bear
interest at the rate of [yield to maturity]% per annum (to the extent that the


                                      A-2
<PAGE>
payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the date payment of such principal has
been made or duly provided for. Interest on any overdue principal or premium
shall be payable on demand. Any such interest on any overdue principal or
premium that is not so paid on demand shall bear interest at the rate of [yield
to maturity]% per annum (to the extent that the payment of such interest shall
be legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for,
and such interest shall also be payable on demand.]

[The amount of interest payable for any period shall be computed on the basis of
[twelve 30-day months and a 360-day year][a 360-day year and the actual number
of days elapsed in such period] [the actual number of days in the year] and, for
any period shorter than a full [semiannual][quarterly] interest period, will be
computed on the basis of the actual number of days elapsed in such period. In
the event that any date on which interest is payable on this Note is not a
Business Day, then payment of the amount payable on such date will be made on
the next succeeding day which is a Business Day [(and without any interest or
other payment in respect of any such delay),] [except that, if such Business Day
is in the next succeeding calendar [year][month], such payment shall be made on
the immediately preceding Business Day [without reduction in the amount due to
such early payment], in each case with the same force and effect as if made on
such date.] A "Business Day" shall mean each day other than a Saturday or a
Sunday or a day on which banking institutions located in The City of New York
are authorized or obligated by or pursuant to law or executive order to be
closed. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date with respect to this Note will, as
provided in the Indenture (as defined herein), be paid to the person in whose
name this Note (or one or more Predecessor Securities, as defined in said
Indenture) is registered at the close of business on the relevant record date
for such interest installment, which shall be the [fifteenth calendar day
(whether or not a Business Day)] prior to the relevant Interest Payment Date
(the "Regular Record Date"). Any such interest installment not punctually paid
or duly provided for shall forthwith cease to be payable to the registered
Holders on such Regular Record Date, and may either be paid to the person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date to be fixed by the Trustee for
the payment of such defaulted interest, notice whereof shall be given to the
registered Holders of this series of Notes not less than ten days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. The principal of [, and premium, if any,]
and the interest on this Note shall be payable at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, in any coin or currency of the United States of America which at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the registered Holder at the close of business on the Regular
Record Date at such address as shall appear in the Security Register.]
Notwithstanding anything else contained herein, if this Note is a Global Note
and is held in



                                      A-3
<PAGE>

book-entry form through the facilities of the Depositary, payments on this Note
will be made to the Depositary or its nominee in accordance with arrangements
then in effect between the Trustee and the Depositary.

This Note is one of a duly authorized series of Securities of the Company,
designated as the "-% Senior Notes due -" (the "Notes"), initially limited to an
aggregate principal amount of $- (except for Notes authenticated and delivered
upon transfer of, or in exchange for, or in lieu of other Notes), all issued or
to be issued under and pursuant to an Amended and Restated Indenture, dated as
of April 9, 2001, as supplemented by the - Supplemental Indenture dated as of -,
with respect to the Notes (the "Supplemental Indenture"), as further amended,
supplemented or otherwise modified from time to time (as so amended,
supplemented or modified, the "Indenture"), duly executed and delivered between
the Company and The Bank of New York, a New York banking corporation, as Trustee
(herein referred to as the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture reference is hereby made for a
description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the registered Holders
of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered.

[[Except as provided below,] This Note is not subject to repayment at the option
of the Holder hereof.] [[Except as provided below,] [T][t]his Note is not
redeemable by the Company prior to maturity and is not subject to any sinking
fund.]

[The Company shall have the right to redeem this Note at the option of the
Company, without premium or penalty, in whole or in part, at any time on or
after _________________ and prior to maturity at a redemption price equal to
[100% of the principal amount redeemed plus the accrued and unpaid interest
thereon to the date fixed for redemption][other redemption price]. ]

[Other redemption provisions.]

Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to the Holder hereof at its registered address.
Unless the Company defaults in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the principal amount of this
Note called for redemption.

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

If the Notes are only partially redeemed by the Company, the Notes will be
redeemed pro rata or by lot or by any other method utilized by the Trustee;
provided that if, at the time of redemption, the Notes are registered as a
Global Note, the Depositary shall determine by lot the principal amount of such
Notes held by each Note Holder to be redeemed.

                                      A-4
<PAGE>

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

[The sinking fund for this series provides for the redemption on _________ in
each year beginning with the year ____ and ending with the year ____ of [not
less than] __________ [("mandatory sinking fund") and, at the option of the
Company, not more than __________] aggregate principal amount of Notes of this
series. [Notes of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made in the order in
which they become due.]]

[If a Fundamental Change occurs, Holders of Notes shall have the right, at their
option, to require the Company to purchase all of such Holder's Notes not
previously called for redemption, or any portion of the principal amount
thereof, that is equal to $1,000 or an integral multiple of $1,000, pursuant to
a Fundamental Change Offer. The Company shall pay the Fundamental Change
Purchase Price in cash equal to 100% of the aggregate principal amount of the
Notes to be purchased.

Within 15 Business Days following any Fundamental Change, the Company shall
provide notice in accordance with the provisions of Section 801(b) of the
Supplemental Indenture.

To exercise its purchase right, Holders of Notes must deliver the form entitled
"Option of Holder to Elect Purchase," in the form attached hereto, so as to be
received by the Paying Agent no later than the close of business on the fifth
Business Day prior to the Fundamental Change Purchase Date. Any Purchase Notice
may be withdrawn by the Holder by a written notice provided in accordance with
the provisions of Section 802 of the Supplemental Indenture.

On the Fundamental Change Purchase Date, the Company shall, to the extent
lawful, accept for payment all the Notes or portions thereof properly tendered
pursuant to the Fundamental Change Offer, deposit with the Paying Agent an
amount equal to the Fundamental Change Purchase Price in respect of all the
Notes or portions thereof so tendered, and deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate,
stating the aggregate principal amount of Notes or portions thereof being
purchased.

The Company shall not be required to make a Fundamental Change Offer following a
Fundamental Change if a third party makes the Fundamental Change Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the Indenture applicable to a Fundamental Change Offer made by the Company
and purchases all of the Notes validly tendered and not withdrawn under such
Fundamental Change Offer.

If cash sufficient to pay the Fundamental Change Purchase Price of all Notes or
portions thereof to be purchased as of the Fundamental Change Purchase Date is
deposited with the Paying Agent by 11:00 a.m. on the Fundamental Change Purchase
Date, all interest shall cease to accrue on



                                      A-5
<PAGE>

such Notes (or portions thereof) immediately after such Fundamental Change
Purchase Date, and the Holder hereof shall have no other rights as such (other
than the right to receive the Fundamental Change Purchase Price upon surrender
of such Note).

The Holder of any Note shall have the right, exercisable at any time after the
Issue Date of the Notes and before the close of business on the Business Day
immediately preceding the date of Stated Maturity, to convert the principal
amount of the Notes (or any portion of it that is an integral multiple of
$1,000) into shares of Common Stock at the Conversion Price, subject to
adjustment as described below. The foregoing notwithstanding, if a Note is
called for redemption, such conversion right shall terminate at the close of
business on the Business Day immediately preceding the Redemption Date, unless
the Company defaults in making the payment due on the Redemption Date, in which
case the conversion right shall terminate at the close of business on the date
such default is cured and such payment is made.

A Note in respect of which a Holder has delivered a Purchase Notice or a
Fundamental Change Purchase Notice exercising the option of such Holder to
require the Company to purchase such Note may be converted only if such notice
of exercise is withdrawn in accordance with the terms of the Indenture. The
initial Conversion Price is $- per share of Common Stock, subject to adjustment
upon the occurrence of certain events described in the Indenture. The shares of
Common Stock shall be deliverable through the Conversion Agent to Holders
surrendering Notes as promptly as practicable but in any event no later than the
fifth Business Day following the Conversion Date. The Company shall deliver cash
or a check in lieu of any fractional share of Common Stock.

Except as provided in the next succeeding paragraph, on conversion of a Holder's
Notes, such Holder shall not receive any cash payment of interest. The Company's
delivery to a Holder of the full number of shares of Common Stock into which a
Note is convertible shall be deemed to satisfy the Company's obligation to pay
the principal amount at maturity of the Note and to satisfy the Company's
obligation to pay accrued interest attributable to the period from the most
recent Interest Payment Date through the Conversion Date.

If any Notes are converted during the period after any Regular Record Date but
before the next Interest Payment Date, interest on such Notes shall be paid on
the next Interest Payment Date, notwithstanding such conversion, to the Holder
of record on the Regular Record Date. Any Notes that are, however, delivered to
the Company for conversion after any Regular Record Date but before the next
Interest Payment Date must, except as described in the next sentence, be
accompanied by a payment equal to the interest payable on such Interest Payment
Date on the principal amount of Notes being converted. The Company shall not
require the payment to it described in the preceding sentence if, during the
period between a Regular Record Date and the Interest Payment Date to which such
Regular Record Date relates, a conversion occurs prior to a Redemption Date
falling during such period. No fractional shares will be issued upon conversion,
but a cash adjustment shall be made for any fractional shares.



                                      A-6
<PAGE>

To convert a Note, a Holder must (a) complete and manually sign the form
entitled "Conversion Notice," in the form attached hereto, and deliver such
notice to the Conversion Agent, (b) surrender the Note to the Conversion Agent,
(c) furnish appropriate endorsements and transfer documents (including any
certification that may be required under applicable law) if required by the
Conversion Agent and (d) pay any transfer or similar tax, if required.

Subject to the terms and conditions of the Indenture, the Company shall become
obligated to purchase, at the option of the Holder, the Notes held by such
Holder on any _________ in the years -, -, - and - at a Purchase Price equal to
100% of the principal amount thereof plus accrued and unpaid interest to, but
excluding, the Purchase Date, upon delivery of a Purchase Notice containing the
information set forth in the Indenture, at any time from the opening of business
on the date that is 20 Business Days prior to such Purchase Date until the close
of business on the Business Day immediately preceding such Purchase Date and
upon delivery of the Notes to the Paying Agent by the Holder as set forth in the
Indenture.

The Purchase Price may be paid, at the option of the Company, in cash or by the
issuance of Common Stock (as provided in the Indenture), or in any combination
thereof.

Holders have the right to withdraw any Purchase Notice by delivering to the
Paying Agent a written notice of withdrawal prior to the close of business on
the Business Day immediately preceding the Purchase Date in accordance with the
provisions of Section 709 of the Supplemental Indenture.

If cash or securities sufficient to pay the Purchase Price of all Notes or
portions thereof to be purchased as of the Purchase Date is deposited with the
Paying Agent by 11:00 a.m. on the Purchase Date, all interest shall cease to
accrue on such Notes (or portions thereof) immediately after such Purchase Date,
and the Holder thereof shall have no other rights as such (other than the right
to receive the Purchase Price upon surrender of such Note).]

[In case an Event of Default, as defined in the Indenture, shall have occurred
and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.]

[Insert for Original Issue Discount Notes - If an Event of Default with respect
to this Note shall occur and be continuing, an amount of principal of this Note
(the "Acceleration Amount") may be declared due and payable in the manner and
with the effect provided in the Indenture. In case of a declaration of
acceleration on or before ________, __ and on _____________ in any year, the
Acceleration Amount per ______ principal amount at Stated Maturity of this Note
shall be equal to the amount set forth in respect of such date below:

                                                 Acceleration Amount per
                                               _________________ principal
                 Date of declaration            amount of Stated Maturity
              -------------------------     ---------------------------------



                                      A-7
<PAGE>

and in case of a declaration of acceleration on any other date, the Acceleration
Amount shall be equal to the Acceleration Amount as of the next preceding date
set forth in the table above, plus accrued original issue discount (computed in
accordance with the method used for calculating the amount of original issue
discount that accrues for U.S. Federal income tax purposes) from such next
preceding date to the date of declaration at the yield to maturity. For the
purpose of this computation the yield to maturity is ___%. Upon payment (i) of
the Acceleration Amount so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on this Note shall terminate.]

The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note upon compliance by the Company with certain conditions
set forth therein.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of a
majority of the aggregate principal amount of all Notes issued under the
Indenture at the time outstanding and affected thereby; provided, however, that
no such amendment shall without the consent of the Holder of each Note so
affected, among other things (i) change the stated maturity of the principal of,
or any installment of principal of or interest on any Notes of any series, or
reduce the principal amount thereof, or reduce the rate of interest thereon, or
reduce any premium payable upon the redemption thereof or (ii) reduce the
aforesaid percentage of Notes, the Holders of which are required to consent to
any such supplemental indenture. The Indenture also contains provisions
permitting (i) the registered Holders of at least 66 2/3% in aggregate principal
amount of the Securities of each series at the time outstanding affected
thereby, on behalf of the registered Holders of the Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
(ii) the registered Holders of not less than a majority in aggregate principal
amount of the Securities of any series at the time outstanding affected thereby,
on behalf of the registered Holders of the Securities of such series, to waive
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the registered Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such registered
Holder and upon all future registered Holders and owners of this Note and of any
Note issued in exchange hereof or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the



                                      A-8
<PAGE>

principal of [and premium, if any,] and interest on this Note at the time and
place and at the 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 Note is registrable in the Security Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of and any interest on
this Note are payable or at such other offices or agencies as the Company may
designate, duly endorsed by or accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and the Security
Registrar or any transfer agent duly executed by the registered Holder hereof or
his or her attorney duly authorized in writing, and thereupon one or more new
Notes of this series and of like tenor, of authorized denominations and for the
same aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Note, the Company,
the Trustee, any paying agent and any Security Registrar may deem and treat the
registered Holder hereof as the absolute owner hereof (whether or not this Note
shall be overdue and notwithstanding any notice of ownership or writing hereon
made by anyone other than the Security Registrar) for the purpose of receiving
payment of or on account of the principal hereof and interest due hereon and for
all other purposes, and neither the Company nor the Trustee nor any paying agent
nor any Security Registrar shall be affected by any notice to the contrary.

The Notes of this series are issuable only in fully registered form without
coupons in denominations of $1,000 and any integral multiple thereof. This
Global Note is exchangeable for Notes in definitive form only under certain
limited circumstances set forth in the Indenture. Notes of this series so issued
are issuable only in registered form without coupons in denominations of $1,000
and any integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Notes of this series are exchangeable for
a like aggregate principal amount of Notes of this series of a different
authorized denomination, as requested by the registered Holder surrendering the
same.

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



                                      A-9
<PAGE>

instituted by the registered owner hereof for the enforcement of payment of the
principal of or any interest on this Note on or after the respective due dates
expressed herein.

Unless the Certificate of Authentication hereon has been executed by the Trustee
or a duly appointed Authentication Agent referred to herein, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

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

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



                                      A-10
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Instrument to be duly
executed.

                                                        DTE ENERGY COMPANY


                                                        By______________________


Date:





Attest:


By_______________________________________







                          CERTIFICATE OF AUTHENTICATION

         This is one of the Notes of the series of Notes described in the within
mentioned Indenture.

                                                        THE BANK OF NEW YORK
                                                          as Trustee


                                                        By______________________
                                                          Authorized Signatory


Date:




                                      A-11
<PAGE>

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


--------------------------------------------------------------------------------
     (Please insert Social Security or Other Identifying Number of Assignee)



--------------------------------------------------------------------------------
     (Please print or type name and address, including zip code of assignee)

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorneys to transfer the within Note on the books of the
Issuer, with full power of substitution in the premises.

Dated:________________________

NOTICE: The signature of this assignment must correspond with the name as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever and NOTICE: Signature(s) must be
guaranteed by a financial institution that is a member of the Securities
Transfer Agents Medallion Program ("STAMP"), the Stock Exchange, Inc. Medallion
Signature Program ("MSP"). When assignment is made by a guardian, trustee,
executor or administrator, an officer of a corporation, or anyone in a
representative capacity, proof of his or her authority to act must accompany
this Note.



                                      A-12
<PAGE>

                               [CONVERSION NOTICE

         To convert this Note into Common Stock of the Company, check the box:

         To convert only part of this Note, state the principal amount to be
converted (must be $1,000 or a multiple of $1,000): $__________.

         If you want the stock certificate made out in another person's name,
fill in the form below:


--------------------------------------------------------------------------------
                (Insert other person's soc. sec. or tax I.D. no.)

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

Your Signature:___________________________________  Date:_______________________

(Sign exactly as your name appears on the other side of this Note)

*Signature guaranteed by:_______________________________________________________

By:_______________________________________________]



------------------
*        The Signature must be guaranteed by an institution which is a member of
         one of the following recognized signature guaranty programs: (i) the
         Securities Transfer Agent Medallion Program (STAMP); (ii) the New York
         Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange
         Medallion Program (SEMP); or (iv) such other guaranty program
         acceptable to the Trustee.




                                      A-13
<PAGE>

            [OPTION OF HOLDER TO ELECT PURCHASE ON FUNDAMENTAL CHANGE

         If you want to elect to have this Note purchased, in whole or in part,
by the Company pursuant to Section 801 of the Supplemental Indenture, check the
following box:

         If you want to have only part of this Note purchased by the Company
pursuant to Section 801 of the Supplemental Indenture, state the principal
amount you want to be purchased (must be $1,000 or a multiple of $1,000):
$___________.

**Signature guaranteed by:______________________________________________________

By:_______________________________________________]


------------------
**       The Signature must be guaranteed by an institution which is a member of
         one of the following recognized signature guaranty programs: (i) the
         Securities Transfer Agent Medallion Program (STAMP); (ii) the New York
         Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange
         Medallion Program (SEMP); or (iv) such other guaranty acceptable to the
         Trustee.


                                      A-14