<PAGE>

                                                                     EXHIBIT 4.5
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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

                     [TITLE OF SUBORDINATED DEBT SECURITIES]



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

<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, including by this
Supplemental Indenture (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, subordinated [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 "______________ due ____________" (the "Debentures"); [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 Debentures; 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





<PAGE>

premises and of the covenants contained in the Original Indenture and in this
Supplemental Indenture and for other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, it is mutually covenanted and
agreed as follows:

ARTICLE 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 Debentures.]

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

         ["Company Notice" has the meaning specified in Section 805.]

         ["Company Notice Date" has the meaning specified in Section 805).]

         ["Compound Interest" has the meaning set forth in Section 205.]

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





                                       2
<PAGE>

         ["Conversion Date" has the meaning specified in Section 705.]

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

         ["Conversion Price" has the meaning specified in Section 702.]

         ["Conversion Rate" has the meaning specified in Section 701.]

         ["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.]

         ["Deferred Interest" has the meaning set forth in Section 205(a).]

         ["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 709(d)(2).]

         ["Expiration Time" has the meaning specified in Section 709(d)(2).]




                                       3
<PAGE>

         ["Extension Period" has the meaning set forth in Section 205(a).]

         ["Fundamental Change" has the meaning specified in Section 901(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 901.]

         ["Fundamental Change Purchase Notice" has the meaning specified in
Section 901.]

         ["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.]

         ["Indebtedness ranking equally with the Debentures" means (i)
Indebtedness, whether outstanding on the date of issuance of the Debentures or
thereafter created, assumed or incurred, to the extent the Indebtedness
specifically by its terms ranks equally with and not prior to the Debentures in
the right of payment upon the happening of the dissolution, winding-up,
liquidation or reorganization of the Company and (ii) all other debt securities,
and guarantees in respect of those debt securities, issued to any other trust,
or a trustee of such trust, partnership or other entity affiliated with the
Company that is a financing vehicle of the Company (a "financing entity") in
connection with the issuance by such financing entity of equity securities or
other securities guaranteed by the Company pursuant to an instrument that ranks
pari passu with or junior in right of payment to the Guarantees. The securing of
any Indebtedness otherwise constituting Indebtedness ranking equally with the
Debentures will not prevent the Indebtedness from constituting Indebtedness
ranking equally with the Debentures.]

         ["Indebtedness ranking junior to the Debentures" means any
Indebtedness, whether outstanding on the date of issuance of the Debentures or
thereafter created, assumed or incurred, to the extent the Indebtedness by its
terms ranks junior to and not equally with or prior to

                  (ii)     the Debentures, and

                  (iii)    any other Indebtedness ranking equally with the
                           Debentures,

in right of payment upon the happening of the dissolution, winding-up,
liquidation or reorganization of the Company. The securing of any Indebtedness
otherwise constituting Indebtedness ranking junior to the Debentures will not
prevent the Indebtedness from





                                       4
<PAGE>

constituting Indebtedness ranking junior to the Debentures.]

         ["Market Price" has the meaning specified in Section 804.]

         ["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 901.]

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

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

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

         ["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 709(d)(2).]

         ["purchases" has the meaning specified in Section 709(d)(3).]

         ["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 804.]



                                       5
<PAGE>

         ["Senior Indebtedness" means all Indebtedness, whether outstanding on
the date of issuance of the Debentures or thereafter created, assumed or
incurred, except Indebtedness ranking equally with the Debentures or
Indebtedness ranking junior to the Debentures; provided, however, that "Senior
Indebtedness" of the Company does not include (a) obligations to trade creditors
or (b) any indebtedness of the Company to any of its Subsidiaries. Senior
Indebtedness with respect to the Debentures will continue to be Senior
Indebtedness with respect to the Debentures and be entitled to the benefits of
the subordination provisions irrespective of any amendment, modification or
waiver of any term of such Senior Indebtedness.]

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

         ["tender offer" has the meaning specified in Section 709(d)(3).]

         ["tendered shares" has the meaning specified in Section 709(d)(3).]

         ["Time of Determination" has the meaning specified in Section
709(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
709(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 ["-% Subordinated Debentures due -"] (referred to herein
as the "Debentures"). For purposes of the




                                       6
<PAGE>

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

         SECTION 202. Variations from the Original Indenture. Notwithstanding
the provisions of the Original Indenture, the Debentures shall be subordinated
to Senior Indebtedness as and to the extent provided in Article [Six] of this
Supplemental Indenture. [The provisions relating to defeasance and covenant
defeasance in Section 403 of the Original Indenture shall not apply to the
Debentures.] [Section 1009 of the Original Indenture shall be applicable to the
Debentures.]

         [With respect to the Debentures, the provisions of Section 502 of the
Original Indenture, without limitation, shall be subject to the subordination
provisions relating to the Debentures.]

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

         On conversion of a Holder's Debentures, 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 Debenture 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
Debenture 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 Debentures 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 Debentures at the close of business on such Regular Record Date).

         Notwithstanding the above, if any Debentures are converted after a
Regular Record Date but prior to the next succeeding Interest Payment Date,
Holders of such Debentures at the close of business on such Regular Record Date
shall receive the interest payable on such Debentures on the corresponding
Interest Payment Date notwithstanding the conversion. Such Debentures, upon
surrender for conversion, must be accompanied by funds equal to the amount of
interest payable on the principal amount of the Debentures so converted, unless
such Debentures 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 203. Amount and Denominations; DTC. (a) The aggregate principal
amount of Debentures 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 Debentures, "reopen" this series of Securities so as to increase
the aggregate principal amount of Debentures Outstanding in compliance with the
procedures set forth in the Original Indenture, including Section 301 and


                                       7
<PAGE>

Section 303 thereof, so long as any such additional Debentures have the same
tenor and terms (including, without limitation, rights to receive accrued and
unpaid interest) as the Debentures then Outstanding. The Debentures shall be
issuable only in fully registered form and, as permitted by Section 301 and
Section 302 of the Original Indenture, in denominations of [$1,000] [$25] and
integral multiples thereof. [The Debentures will initially be issued in global
form (the "Global Debentures") 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
Debenture shall be exchangeable for Debentures registered in the name of, and a
transfer of a Global Debenture of any series may be registered to, any Person
other than the Depositary for such Debenture or its nominee only if (i) such
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Debenture 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 Debenture 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 Debentures of
such series. Upon the occurrence in respect of any Global Debenture of any
series of any or more of the conditions specified in clause (i), (ii) or (iii)
of the preceding sentence, such Global Debenture may be exchanged for Debentures
registered in the name of, and the transfer of such Global Debenture 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 Debentures in certificated form may be presented
         to the Trustee by the Property Trustee in exchange for a global
         Debenture in an aggregate principal amount equal to the aggregate
         principal amount of all outstanding Debentures (a "Global Debenture"),
         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 Debenture 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 Debentures issued as a Global Debenture will be made to
         the Depositary; and

                  (ii)     if any Trust Preferred Securities are held in non
         book-entry certificated form, the Debentures in certificated form may
         be presented to the Trustee by the Property Trustee and any Trust
         Preferred Security Certificate which represents Trust Preferred


                                       8
<PAGE>

         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 Debentures 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 Security Registrar for transfer or reissuance, at
         which time such Trust Preferred Security Certificates will be canceled
         and a Debenture, 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 Debentures, Debentures with an
         equivalent aggregate principal amount that were presented by the
         Property Trustee to the Trustee will be deemed to have been canceled.]

         SECTION 204. Terms of the Debentures.

         (a)      [The Debentures shall bear interest at the rate of [_____%]
per annum on the principal amount thereof from the date of issuance until the
principal of the Debentures 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 Debenture will
be payable [semiannually][quarterly] in arrears on __________ [, __________,
__________] and __________ of each year (each such date, an "Interest Payment
Date"), commencing __________.]

         [If the Debentures are not to bear interest prior to Stated Maturity,
insert - The principal of the Debentures 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





                                       9
<PAGE>

of days elapsed in such period. In the event that any date on which interest is
payable on the Debentures 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.] The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will with respect to any Debenture, as provided in the
Original Indenture, be paid to the person in whose name the Debenture (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 Debenture (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 Debentures 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 Debentures 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 Debentures 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 Debenture 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
Debenture or any predecessor Debenture 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 Debentures 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 Debentures are not in book entry
form), the 15th calendar day, whether or not a Business Day, preceding the
applicable


                                       10
<PAGE>

Interest Payment Date, except as otherwise provided pursuant to the provisions
of Section [205] below.

         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 Debentures is not a Business Day, then payment of interest 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, 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.]]

         [insert for Original Issue Discount Debentures] If an Event of Default
with respect to Debentures of this series shall occur and be continuing, an
amount of principal of the Debentures 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 Agreement of acceleration on or before
________, __ and on _____________ in any year, the Acceleration Amount per
______ principal amount at Stated Maturity of the Debentures shall be equal to
the amount set forth in respect of such date below:

<TABLE>
<CAPTION>
                                                Acceleration Amount per
                                              _________________ principal
              Date of declaration              amount of Stated Maturity
         -----------------------------    -----------------------------------
<S>                                       <C>





</TABLE>

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





                                       11
<PAGE>

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 Debentures of this series shall terminate.

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

                  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 Debentures.]

         (d)      Maturity, [conversion,] [purchase by the Company at the option
of the Holder] or redemption of a Debenture shall cause interest to cease to
accrue on such Debenture 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 Debentures.

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

                  (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 Debentures, (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 Debentures 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 Debentures, 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 Debentures there is a
         reference in any context to the payment of principal of or interest on
         the Debentures,


                                       12
<PAGE>


         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; provided, however, that the deferral of the payment of interest
         pursuant to Section [205] on the Debentures shall not defer the payment
         of any Additional Interest that may be then due and payable.

                  (ii)     The Company covenants and agrees with each holder of
         Debentures that it shall not (A) declare or pay any dividends or
         distributions on, or redeem, purchase, acquire, or make a liquidation
         payment with respect to, any shares of the Company's Capital Stock
         (which includes Common Stock and preferred stock), or (B) make any
         payment of principal of or interest or premium, if any, on or repay,
         repurchase or redeem any debt securities of the Company that rank
         equally with or junior to the Debentures or make any guarantee payments
         with respect to any guarantee by the Company of debt securities of any
         Subsidiary that by its terms ranks equally with or junior to the
         Debentures (other than (x) dividends or distributions in Common Stock;
         (y) any declaration of a dividend in connection with the implementation
         of a Rights Plan, the issuance of any Capital Stock of the Company
         under any Rights Plan or the redemption or repurchase of any rights
         distributed pursuant to a Rights Plan; (z) payments under any
         Guarantee; and (xx) purchases of Common Stock related to the issuance
         of Common Stock or rights under the Company's dividend reinvestment
         plan, or under any of the Company's benefit plans for its directors,
         officers, employees, consultants or advisors) if at such time (A) there
         shall have occurred any event of which the Company has actual knowledge
         that (x) with the giving of notice or the lapse of time or both, would
         constitute an Event of Default under the Indenture and (y) in respect
         of which the Company shall not have taken reasonable steps to cure, (B)
         the Company shall be in default with respect to its payment of any
         obligations under the related Guarantee or (iii) the Company shall have
         given notice of its election to begin an Extension Period as provided
         in Section [205] and shall not have rescinded such notice, or such
         Extension Period, or any extension thereof, shall be continuing.

                  (iii)    The Company also covenants with each holder of
         Debentures (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 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 Debentures or a distribution of the
         Debentures 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




                                       13
<PAGE>

         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.]


         (f)      [The Company shall have the right to (i) shorten the Stated
Maturity of the principal of the Debentures at any time to any date not earlier
than the first date on which the Company has the right, if any, to redeem the
Debentures, and (ii) extend the Stated Maturity of the principal of the
Debentures 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 Debentures; provided that, if the
Company elects to exercise its right to extend the Stated Maturity of the
principal of the Debentures 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 Debentures, (C) the
Trust is not in arrears on payments of Distributions on the Trust Preferred
Securities issued by the Trust and no deferred Distributions are accumulated,
and (D) the Debentures 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 Debentures, 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.]

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

         (h)      The Debentures shall have such other terms and provisions as
are set forth in the form of Debenture 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).

         SECTION 205. [Extension of Interest Payment Period.]

         (a)      [So long as no Event of Default with respect to the Debentures
has occurred and is continuing, the Company shall have the right, at any time
and from time to time during the term of the Debentures, to defer payments of
interest by extending the interest payment period of such Debentures not
exceeding 20 consecutive quarters (the "Extension Period"), during which
Extension Period no interest shall be due and payable; provided that no
Extension Period may extend beyond the Stated Maturity. To the extent permitted
by applicable law, interest, the payment of which has been deferred because of
the extension of the interest payment period pursuant to this Section 205, will
bear interest thereon at the Coupon Rate compounded quarterly for each quarter
of the Extension Period ("Compound Interest"). At the end of the Extension
Period, the Company shall pay all interest accrued and unpaid on the Debentures,
including any Additional Interest and Compound Interest (together, "Deferred
Interest") that shall be payable to the Holders in whose names the Debentures
are registered in the Security Register on the





                                       14
<PAGE>

record date for the first Interest Payment Date after the end of the Extension
Period. Before the termination of any Extension Period, the Company may further
extend such period, provided that such period together with all such further
extensions thereof shall not exceed 20 consecutive quarters, or extend beyond
the Stated Maturity of the Debentures. Upon the termination of any Extension
Period and upon the payment of all Deferred Interest then due, the Company may
commence a new Extension Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extension Period, except at the end
thereof, but the Company may prepay at any time all or any portion of the
interest accrued during an Extension Period.]

         (b)      (i) [If the Property Trustee is the only registered Holder at
the time the Company selects an Extension Period, the Company shall give written
notice to the Administrative Trustees, the Property Trustee and the Trustee of
its selection of such Extension Period one Business Day before the earlier of
(x) the next succeeding date on which Distributions on the Trust Securities
issued by the Trust are payable, or (y) the date the Trust is required to give
notice of the record date, or the date such Distributions are payable, to the
New York Stock Exchange or other applicable self-regulatory organization or to
holders of the Trust Preferred Securities issued by the Trust, but in any event
at least one Business Day before such record date.]

                  (ii)     [If the Property Trustee is not the only Holder at
         the time the Company selects an Extension Period, the Company shall
         give the Holders of the Debentures and the Trustee written notice of
         its selection of such Extension Period at least ten Business Days
         before the earlier of (x) the next succeeding Interest Payment Date, or
         (y) the date the Company is required to give notice of the record date
         or the Interest Payment Date to the New York Stock Exchange or other
         applicable self-regulatory organization or to Holders of the
         Debentures.]

                  (iii)    [The quarter in which any notice is given pursuant to
         subparagraphs (i) or (ii) of this paragraph (b) shall be counted as one
         of the 20 T quarters permitted in the maximum Extension Period
         permitted under paragraph (a).]

         (c)      [If (i) the Company shall exercise its right to defer payment
of interest as provided in paragraph (a) and the Extension Period is continuing,
or (ii) there shall have occurred any Event of Default, as defined in the
Indenture, or (iii) there shall have occurred any Event of Default, as defined
in the Trust Preferred Securities Guarantee, then (a) the Company shall not (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's Capital
Stock or (ii) make any payment of principal of or interest on or repay,
repurchase or redeem any debt securities of the Company that rank equally with
or junior to the Debentures or make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any Subsidiary of the Company
that by its terms ranks equally with or junior to the Debentures (other than (a)
dividends or distributions in Common Stock, (b) any declaration of a dividend in
connection with the implementation of a Rights Plan, the issuance of any Capital
Stock of the Company under any Rights Plan or the redemption or repurchase of
any rights distributed pursuant to a




                                       15
<PAGE>

Rights Plan, (c) payments under any Guarantee relating to the Trust Securities
issued by the Trust holding the Debentures, and (d) purchases of Common Stock
related to the issuance of Common Stock or rights under the Company's dividend
reinvestment plan, or under any of the Company's benefit plans for its
directors, officers, employees, consultants or advisors). ]

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

                                 ARTICLE THREE

                          REDEMPTION OF THE DEBENTURES

         SECTION 301. Optional Redemption.

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

         [insert in connection with the issuance of Trust Preferred Securities]
[The Debentures 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 Debentures 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 Debentures called for redemption. If the Debentures are only
partially redeemed pursuant to Section 301, the Debentures 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 Debentures are registered as a Global Debenture,
the Depositary shall determine, in accordance with its procedures, the principal
amount of such Debentures 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.

                                       16
<PAGE>

         SECTION 303. [No Sinking Fund.

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

                                  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 Debentures 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
Debentures, shall:

         (a) pay all costs and expenses relating to the offering, sale and
issuance of the Debentures, 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


                                       17
<PAGE>


(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 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 Debentures 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 Debentures on the New York Stock
Exchange, Inc. or on such other exchange as the Trust Preferred Securities are
then listed.]

                                  ARTICLE SIX

                           SUBORDINATION OF DEBENTURES

SECTION 601. Debentures Subordinate to Senior Indebtedness. The Company for
itself, its successors and assigns, covenants and agrees, and each Holder of
Debentures issued, whether upon original issue or upon transfer or assignment
thereof, by its acceptance thereof likewise covenants and agrees, that the
payment of principal of and interest on each and all of the Debentures is hereby
expressly subordinated, to the extent and in the manner hereinafter in this



                                       18
<PAGE>

Article set forth, in right of payment to the prior payment in full of all
existing and future Senior Indebtedness of the Company.

         SECTION 602. Payments to Securityholders. (a) Upon (i) any acceleration
of the principal amount due on the Debentures or (ii) any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to creditors upon any dissolution or winding-up or total
or partial liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
principal, premium, if any, and interest, if any, due upon all Senior
Indebtedness shall first be paid in full, or payment thereof provided for in
money or money's worth in accordance with its terms, before any payment is made
on account of the principal of or interest on the indebtedness evidenced by the
Debentures, and upon any such dissolution, winding-up, liquidation or
reorganization, any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the Holders of
the Debentures under the terms of this Supplemental Indenture would be entitled,
except for the provisions hereof, shall (subject to the power of a court of
competent jurisdiction to make other equitable provision reflecting the rights
conferred by the provisions hereof upon the Senior Indebtedness and the Holders
thereof with respect to the Debentures and the Holders thereof by a lawful plan
of reorganization under applicable bankruptcy law), be paid by the Company or
any receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, or by the Holders of the Debentures if
received by them, directly to the Holders of Senior Indebtedness (pro rata to
each such Holder on the basis of the respective amounts of Senior Indebtedness
held by such Holder) or their representatives, to the extent necessary to pay
all Senior Indebtedness (including interest thereon) in full, in money or
money's worth, in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the Holders of Senior Indebtedness,
before any payment or distribution is made to the Holders of the indebtedness
evidenced by the Debentures. The consolidation of the Company with, or a merger
of the Company into, another Person or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another Person upon the terms and conditions
provided in Section 801 of the Original Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 602(a).

         (b)      In the event that any payment or distribution of assets of the
Company of any kind or character not permitted by Section 602(a), whether in
cash, property or securities, shall be received by the Trustee or the Holders of
Debentures before all Senior Indebtedness is paid in full, or provision made for
such payment, in accordance with its terms, upon written notice to the Trustee
or, as the case may be, such Holder, such payment or distribution shall be held
in trust for the benefit of, and shall be paid over or delivered to, the Holders
of such Senior Indebtedness or their representative or representatives, or to
the Trustee or trustees under any indenture pursuant to which any instruments
evidencing any of such Senior Indebtedness may have been issued, as their
respective interests may appear, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all such Senior
Indebtedness in full


                                       19

<PAGE>

in accordance with its terms, after giving effect to any concurrent payment or
distribution to the Holders of such Senior Indebtedness. Nothing in this Article
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 606 of the Original Indenture. In addition, nothing in this Article
shall prevent the Company from making or the Trustee from receiving or applying
any payment in connection with the redemption of the Debentures if the first
publication of notice of such redemption (whether by mail or otherwise in
accordance with this Supplemental Indenture) has been made, and the Trustee has
received such payment from the Company, prior to the occurrence of any of the
contingencies specified in this Section 602.

         (c)      No payment on account of principal of or [premium, if any,
and] interest on the Debentures shall be made unless full payment of amounts
then due for principal, premium, if any, sinking funds and interest on any
Senior Indebtedness has been made or duly provided for in money or money's worth
in accordance with the terms of such Senior Indebtedness. No payment on account
of principal of or [premium, if any, and] interest on the Debentures shall be
made if, at the time of such payment or immediately after giving effect thereto,
(i) there shall exist a default in the payment of principal, premium, if any,
sinking fund or interest with respect to any Senior Indebtedness, or (ii) there
shall have occurred an event of default (other than a default in the payment of
principal, premium, if any, sinking funds or interest) with respect to any
Senior Indebtedness, as defined herein or in the instrument under which the same
is outstanding, permitting the Holders thereof to accelerate the maturity
thereof and upon written notice thereof given to the Trustee, with a copy to the
Company (the delivery of which shall not affect the validity of the notice to
the Trustee), and such event of default shall not have been cured or waived or
shall not have ceased to exist[; provided, however, that if the Holders of the
Senior Indebtedness to which the default relates have not declared such Senior
Indebtedness to be immediately due and payable within 180 days after the
occurrence of such default (or have declared such Senior Indebtedness to be
immediately due and payable and within such period have rescinded such Agreement
of acceleration), then the Company shall resume making any and all required
payments in respect of the Debentures (including any missed payments).] [Only
one payment blockage period under the immediately preceding sentence may be
commenced within any consecutive 365-day period with respect to the Debentures.
No event of default which existed or was continuing on the date of the
commencement of any 180-day payment blockage period with respect to the
Debentures initiating such payment blockage period shall be, or be made, the
basis for the commencement of a second payment blockage period by a registered
Holder or representative of such Senior Indebtedness whether or not within a
period of 365 consecutive days unless such event of default shall have been
cured or waived for a period of not less than 90 consecutive days (and, in the
case of any such waiver, no payment shall be made by the Company to the Holders
of Senior Indebtedness in connection with such waiver other than amounts due
pursuant to the terms of the Senior Indebtedness as in effect at the time of
such default).]

         SECTION 603. Subrogation to Rights of Holders of Senior Indebtedness.
From and after the payment in full of all Senior Indebtedness, the Holders of
the Debentures (together with the Holders of any other indebtedness of the
Company which is subordinate in right of payment



                                       20
<PAGE>

to the payment in full of all Senior Indebtedness, which is not subordinate in
right of payment to the Debentures and which by its terms grants such right of
subrogation to the Holder thereof) shall be subrogated to the rights of the
Holders of Senior Indebtedness to receive payments or distributions of assets or
securities of the Company applicable to the Senior Indebtedness until the
Debentures shall be paid in full, and, for the purposes of such subrogation, no
such payments or distributions to the Holders of Senior Indebtedness of assets
or securities, which otherwise would have been payable or distributable to
Holders of the Debentures, shall, as between the Company, its creditors other
than the Holders of Senior Indebtedness, and the Holders of the Debentures, be
deemed to be a payment by the Company to or on account of the Senior
Indebtedness, it being understood that the provisions of this Article are and
are intended solely for the purpose of defining the relative rights of the
Holders of the Debentures, on the one hand, and the Holders of the Senior
Indebtedness, on the other hand, and nothing contained herein is intended to or
shall impair as between the Company, its creditors other than the Holders of
Senior Indebtedness, and the Holders of the Debentures, the obligation of the
Company, which is unconditional and absolute, to pay to the Holders of the
Debentures the principal of and interest on the Debentures as and when the same
shall become due and payable in accordance with their terms, or to affect the
relative rights of the Holders of the Debentures and creditors of the Company
other than the Holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or the Holder of Debentures from exercising all
remedies otherwise permitted by applicable law upon default hereunder with
respect to the Debentures subject to the rights of the Holders of Senior
Indebtedness, under Section 602, to receive cash, property or securities of the
Company otherwise payable or deliverable to the Trustee or the Holders of the
Debentures or to a representative of such Holders, on their behalf.

         Upon any distribution or payment in connection with any proceedings or
sale referred to in Section 602(a), the Trustee and each Holder of the
Debentures then Outstanding, shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other Person making any distribution or payment
to the Trustee or such Holder for the purpose of ascertaining the Holders of
Senior Indebtedness entitled to participate in such payment or distribution, the
amount of such Senior Indebtedness or the amount payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article.

         SECTION 604. No Impairment of Subordination. Nothing contained in this
Article or elsewhere in this Supplemental Indenture or the Debentures shall
prevent at any time the Company from making payments at any time of principal of
or interest on the Debentures, except under the conditions described in Section
602 or during the pendency of any proceedings or sale therein referred to.

         SECTION 605. Trustee to Effectuate Subordination. Each Holder of
Debentures by his acceptance thereof, whether upon original issue or upon
transfer or assignment, authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
provisions in this Article and appoints the Trustee his attorney-in-fact for any
and all such purposes.




                                       21
<PAGE>

         No rights of any present or future Holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Trustee
or any Holder of the Debentures then Outstanding, or by any act or failure to
act, in good faith, by any such Holder, or by any noncompliance by any such
Holder, with the terms, provisions and covenants of this Supplemental Indenture,
regardless of any knowledge thereof which any such Holder may have or otherwise
be charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the Holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Holders of the Debentures, without
incurring responsibility to the Holders of the Debentures and without impairing
or releasing the subordination provided in this Article or the obligations of
the Holders of the Debentures to the Holders of Senior Indebtedness, do any one
or more of the following: (i) change the manner, place or terms of payment of,
or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any
manner Senior Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (iii) release any Person liable in any manner for
the collection of Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

         SECTION 606. Notice to Trustee. The Company shall give prompt written
notice to the Trustee in the form of an Officers' Certificate of any fact known
to the Company which would prohibit the making of any payment of money to or by
the Trustee in respect of the Debentures pursuant to the provisions of this
Article. Notwithstanding the provisions of this Article or any other provisions
of this Supplemental Indenture, the Trustee shall not be charged with knowledge
of the existence of any facts which would prohibit the making of any payment to
or by the Trustee in respect of the Debentures pursuant to the provisions of
this Article, unless and until the Trustee shall have received at its Corporate
Trust Office written notice thereof from the Company or a Holder or Holders of
Senior Indebtedness or from any trustee therefor at least two Business Days
prior to such payment date; and, prior to the receipt of any such written
notice, the Trustee, shall be entitled in all respects to assume that no such
facts exist.

         The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself to be a Holder of Senior
Indebtedness (or a trustee on behalf of such Holder) to establish that such
notice has been given by a Holder of Senior Indebtedness or a trustee on behalf
of any such Holder. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a Holder
of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and, if such evidence is not furnished, the
Trustee may defer any


                                       22
<PAGE>


payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

         SECTION 607. Reliance on Certificate of Liquidating Agent. Upon any
payment or distribution referred to in this Article, the Trustee and the Holders
of the Debentures shall be entitled to rely upon any order or decree entered by
any court of competent jurisdiction in which a dissolution, winding up or total
or partial liquidation or reorganization of the Company is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of the
Debentures, for the purpose of ascertaining the Persons entitled to participate
in such distribution, the Holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article.

         SECTION 608. Trustee Not Fiduciary for Holders of Senior Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to the Holders of
Senior Indebtedness and shall not be liable to any such Holders if it shall in
good faith mistakenly pay over or distribute to Holders of the Debentures of any
series or to the Company or to any other Person cash, property or securities to
which any Holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise.

         SECTION 609. Rights of Trustee as Holder of Senior Indebtedness. The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article with respect to any Senior Indebtedness which may at any time be
held by it, to the same extent as any other Holder of Senior Indebtedness, and
nothing in this Supplemental Indenture shall deprive the Trustee of any of its
rights as such Holder.

         SECTION 610. Article Applicable to Paying Agent. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article shall
in such case (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that this Section
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.

        [ARTICLE SEVEN] [INSERT FOR CONVERTIBLE/EXCHANGEABLE DEBENTURES]

                                  [CONVERSION]

         SECTION 701. Conversion Rights.

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



                                       23
<PAGE>
         The initial conversion rate (the "Conversion Rate") is - shares of
Common Stock per $1,000 principal amount of Debentures, 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 Debenture 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.

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

         SECTION 702. Conversion Rights Based on Common Stock Price.

         The Holder of any Debenture shall have the right, exercisable at any
time after the date of original issuance of the Debenture and before the close
of business on the Business Day immediately preceding the Stated Maturity of the
Debentures, to convert the principal amount of the Debenture (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 709.

         SECTION 703. Conversion Rights Upon Notice of Redemption.

         In case a Debenture or portion thereof is called for redemption
pursuant to Article Three hereof, a Holder of such Debenture 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 Debenture, 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 704. 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 Debenture into shares of Common Stock shall be changed
into a right to convert such Debenture, without the consent of any Holders of
the Debentures, 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 Debenture immediately prior to the transaction.



                                       24
<PAGE>


         SECTION 705. Conversion Procedures.

         To convert a Debenture, a Holder must (a) complete and manually sign
the conversion notice (the "Conversion Notice") or a facsimile thereof on the
back of the Debenture and deliver such notice to a Conversion Agent, (b)
surrender the Debenture 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 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 706. Anything herein to the contrary notwithstanding,
in the case of Global Debentures, conversion notices may be delivered and such
Debentures 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 Debenture 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 Debenture shall
have been surrendered for conversion, as if the stock transfer books of the
Company had not been closed. Upon conversion of a Debenture, such Person shall
no longer be a Holder of such Debenture.

         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 Debenture, except as provided below in the case of
certain Debentures or portions thereof called for redemption, that portion of
accrued and unpaid interest on the converted Debenture 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 Debentures) through
the Conversion Date attributable to the most recent accrual date with respect to
the converted Debenture 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 Debenture being
converted pursuant to the provisions hereof.

                                       25
<PAGE>

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

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

         Debentures 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 Debentures called for redemption pursuant to
Article Three hereof on a Redemption Date that occurs during the period between
the 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 Debentures or
portions thereof being surrendered for conversion.

         SECTION 706. Fractional Shares.

         The Company shall not issue a fractional share of Common Stock upon
conversion of a Debenture. 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 707. Taxes on Conversion.

         If a Holder converts a Debenture, 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 708. Company to Provide Common Stock.

         The Company shall, prior to issuance of any Debentures 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 Debentures Outstanding into shares
of Common Stock. All shares of Common Stock delivered




                                       26
<PAGE>

upon conversion of the Debentures 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 Debentures, 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.

         SECTION 709. 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 Debentures
thereafter surrendered for conversion shall be entitled to receive that number
of shares of Common Stock which it would have owned had such Debentures 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




                                       27
<PAGE>

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 709(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 709(b)), then in each such case
the 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 Debentures 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 709(c) or any other provision of this Section 709.

         (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 709 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 709 has been





                                       28
<PAGE>

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 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 709 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 709 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




                                       29
<PAGE>

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 709(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 709(d)(2).

         (3)      For purposes of this Section 709(d), the term "tender offer"
shall mean and include both tender offers and exchange offers, all references to
"purchases" of shares in tender 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 709 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
709, 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 712) issuing to the Holder of any Debentures 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 709, 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 709, 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 Debentures
not less than 20 days prior to the ex-dividend date for such distribution. Upon
giving such notice, Holders may surrender the Debentures for conversion pursuant
to this Article





                                       30
<PAGE>
Seven 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 710. 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 710 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 710 shall be made to the nearest cent or to the nearest
1/100th of a share, as the case may be.

         Except pursuant to Section 714, 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 711. Adjustment for Tax Purposes.

         The Company shall be entitled to make such adjustments in the
Conversion Price, in addition to those required by Section 709, 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 712. 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 713. Notice of Certain Transactions.

         In the event that:

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

                                       31
<PAGE>

         (2)      the Company takes any action that requires a supplemental
indenture pursuant to Section 714, 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 713.

         SECTION 714. 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 Debentures
(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 Debenture then Outstanding shall have the right to convert such
Debenture 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 Debenture 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 Debentures as the
Board of Directors shall reasonably consider necessary by reason of the
foregoing. The provisions of this Section 714 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, sales or
conveyances.



                                       32
<PAGE>

         In the event the Company shall execute a supplemental indenture
pursuant to this Section 714, 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 Debentures upon the conversion of their Debentures
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.

         SECTION  715. 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 712. The
Trustee makes no representation as to the validity or value of any securities or
assets issued upon conversion of Debentures, 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 714, 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 714.

         SECTION  716. 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 EIGHT

                [PURCHASE OF DEBENTURES AT OPTION OF THE HOLDER]

         SECTION  801. General.

         [The Company shall be required to purchase Debentures in accordance
with this Article Eight.

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


                                       33
<PAGE>


         (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 Debenture 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;

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

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

                  (D)      in the event that the Company elects, pursuant to
Section 802 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
804 hereof, whether such Holder elects (i) to withdraw such Purchase Notice as
to some or all of the Debentures to which such Purchase Notice relates (stating
the principal amount and certificate numbers of the Debentures as to which such
withdrawal shall relate), or (ii) to receive cash in respect of the entire
Purchase Price for all Debentures (or portions thereof) to which such Purchase
Price relates; and

         (2)      delivery of such Debentures 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 Debentures 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 809
hereof, fails to indicate such Holder's choice with respect to the election set
forth in clause (D) of Section 801(1), such Holder shall be deemed to have
elected to receive cash in respect of the Purchase Price for all Debentures
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 Debenture if the principal amount of such portion is
$1,000 or an integral multiple of




                                       34
<PAGE>

$1,000. Provisions of this Indenture that apply to the purchase of all of a
Debenture also apply to the purchase of such portion of such Debenture.

         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 Debenture.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 801 shall
have the right to withdraw such Purchase Notice at any time prior to the close
of business on the Business Day immediately preceding the Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 809.

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

SECTION 802. The Company's Right to Elect Manner of Payment of Purchase Price.

         The Purchase Price of Debentures in respect of which a Purchase Notice
pursuant to Section 801 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 802 and 803 hereof. The Company shall specify, in the
Company Notice delivered pursuant to Section 805 hereof, whether the Company
will purchase the Debentures for cash or Common Stock, or, if a combination
thereof, the percentages of the Purchase Price of Debentures 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 Debentures 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
Debentures are purchased pursuant to this Article shall receive the same
percentage of cash or Common Stock in payment of the Purchase Price for such
Debentures, except (i) as provided in Section 804 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 Debentures 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 Debentures 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 804 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:


                                       35
<PAGE>

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

         (ii)     the information required by Section 805;

         (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 604 have been or shall be complied with;
and

         (iv)     whether the Company desires the Trustee to give the Company
Notice required by Section 805.

         SECTION 803. Purchase with Cash.

         On each Purchase Date, at the option of the Company, the Purchase Price
of Debentures in respect of which a Purchase Notice pursuant to Section 801 has
been given, or a specified percentage thereof, may be paid by the Company with
cash equal to the aggregate Purchase Price of such Debentures.

         SECTION 804. Payment by Issuance of Common Stock.

         On each Purchase Date, at the option of the Company, the Purchase Price
of Debentures in respect of which a Purchase Notice pursuant to Section 801 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 Debentures 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 Debenture purchased, the number of shares of Common Stock shall be
based on the aggregate amount of Debentures to be purchased.

         Upon determination of the actual number of shares of Common Stock
issuable in accordance with the provisions of this Section 804, 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 Debentures
pursuant to this Article through the issuance of Common Stock shall be
conditioned upon:



                                       36
<PAGE>

                  (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 Debentures 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

                  (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 Debentures pursuant to this Article through the
issuance of Common Stock, the Company shall pay, without further notice, the
entire Purchase Price of the Debentures 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 709; subject, however, to the conditions set forth in
Sections 709(f) and 710.

         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 805. 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:



                                       37
<PAGE>

         (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 Debentures 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 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 Debentures as of the Purchase Date;

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

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

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

         (E)      that the Purchase Price for any Debenture 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
Debenture 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
Debentures; and

         (H)      the procedures for withdrawing a Purchase Notice (including,
without limitation, for a conditional withdrawal pursuant to the terms of
Section 801 or 809).


                                       38
<PAGE>

         If any of the Debentures is in the form of a Global Debenture, 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 806. Covenants of the Company.

         All Common Stock delivered upon purchase of the Debentures 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.

         SECTION 807. 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 808. Taxes.

         If a Holder of a Debenture 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 809. Effect of Purchase Notice.

         Upon receipt by the Paying Agent of the Purchase Notice specified in
Section 801, the Holder of the Debenture 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 Debenture. 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 Debenture (provided the conditions in Section 801 have been satisfied) and
(y) the time of delivery of such Debenture to the Paying Agent by the Holder
thereof in the manner required by Section 801. Debentures in


                                       39
<PAGE>

respect of which a Purchase Notice has been given by the Holder thereof may not
be converted pursuant to Article Seven 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 Debentures 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;

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

         (3)      the principal amount of such Debentures 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
801(1)(D) or (ii) a conditional withdrawal containing the information set forth
in Section 801(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 Debentures 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
Debentures, 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 Debentures). The Paying Agent shall promptly return to the respective
Holders thereof any Debentures (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 Debentures) in which case, upon such return,
the Purchase Notice with respect thereto shall be deemed to have been withdrawn.

         SECTION 810. 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




                                       40
<PAGE>

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
Debentures or portions thereof which are to be purchased as of the Purchase
Date. The manner in which the deposit required by this Section 810 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 Debenture for
which a Purchase Notice has been tendered and not withdrawn in accordance with
this Indenture then, immediately after such Purchase Date, such Debenture 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).

         SECTION 811. Securities Purchased in Part.

         Any Debenture 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 Debenture, without service charge except for any taxes to be paid by the
Holder in the event a Debenture is registered under a new name, a new Debenture
or Debentures, 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 Debenture so surrendered which is not purchased.

         SECTION 812. Compliance with Securities Laws Upon Purchase of
Securities.

         In connection with any offer to purchase or purchase of Debentures
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 Eight to be exercised in the time and in the manner
specified in this Article.

         SECTION 813. 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 810 exceeds the aggregate Purchase Price of the
Debentures or portions thereof which the Company is obligated to purchase as of
the Purchase


                                       41
<PAGE>
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.]

                                  ARTICLE NINE

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

         SECTION 901. 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
Debentures 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




                                       42
<PAGE>

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%.]

         (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 Securities Registrar, and to beneficial owners as required
by applicable law, and the Trustee offering to purchase the Debentures 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 901 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 Debentures as of the
              Fundamental Change Purchase Date;

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

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

                      (8)  the Conversion Price and any adjustments thereto;

                      (9) that Debentures as to which a Fundamental Change
              Purchase Notice has been given may be converted into Common Stock
              pursuant to Article Seven 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 901;

                      (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 Debentures in order to convert the Debentures.


                                       43
<PAGE>

         If any of the Debentures are in the form of a Global Debenture, 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 901 upon delivery of a written notice (which shall be in
substantially the form included as an attachment to the Debentures 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 Debentures, 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 Debenture 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 901, a portion of a Debenture 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 Debenture pursuant to Sections
901 through 906 also apply to the purchase of such portion of such Debenture.

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 901 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 Debenture to the Paying Agent in
accordance with this Section 901.

         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
902.

         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 Debentures, any Fundamental Change Purchase
Notice may be delivered or withdrawn and such Debentures 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


                                       44
<PAGE>

with the requirements set forth in this Article and purchases all of the
Debentures validly tendered and not withdrawn under such Fundamental Change
Offer.]

         SECTION 902. Effect of Fundamental Change Purchase Notice.

         Upon receipt by any Paying Agent of the Fundamental Change Purchase
Notice specified in Section 901(c), the Holder of the Debenture 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 Debenture 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 Debenture (provided
the conditions in Section 901(c) have been satisfied) and (b) the time of
delivery of such Debenture to a Paying Agent by the Holder thereof in the manner
required by Section 901(c). Debentures 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 Debentures 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
Debentures being withdrawn; and

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

         SECTION 903. Deposit of Fundamental Change Purchase Price.

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


                                       45
<PAGE>

         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 Purchase Price of all the Debentures 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 903 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 Debenture 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 Debenture 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 Debentures purchased as a result of such Fundamental Change
on or as soon as practicable after the Fundamental Change Purchase Date.

         SECTION 904. Securities Purchased In Part.

         Any Debenture 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 Debenture, without service charge (other than
amounts to be paid in respect of applicable transfer taxes), a new Debenture or
Debentures, 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
Debenture so surrendered that is not purchased.

         SECTION 905. Compliance With Securities Laws Upon Purchase of
Securities.

         In connection with any offer to purchase or purchase of Debentures
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.

                                       46
<PAGE>

         SECTION 906. 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 the aggregate
Fundamental Change Purchase Price of the Debentures 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 TEN

                            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 Debentures 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.



                                       47
<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:_____________________________
   Name:
   Title:





                                       48
<PAGE>


                                                                       EXHIBIT A

                         FORM OF SUBORDINATED DEBENTURE























                                      A-1
<PAGE>




THIS DEBENTURE IS A GLOBAL DEBENTURE 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 DEBENTURES IN CERTIFICATED FORM, THIS DEBENTURE 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 DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY DEBENTURE 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
                       [-% SUBORDINATED DEBENTURES 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
Debenture 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 same rate per annum during such overdue
period. Interest on this Debenture will be payable [semiannually][quarterly] in
arrears on __________ [, __________, __________] and __________ of each year
(each such date, an "Interest Payment Date"), commencing __________.]

[If this Debenture is not to bear interest prior to Stated Maturity, insert -
The principal of this Debenture 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



                                      A-2
<PAGE>

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.]

[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 Debenture 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. [Payments of interest may be deferred by the Company pursuant to the
provisions of Article Two of the Supplemental Indenture to the Indenture (as
defined herein).] A "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions located in
the State of New York are authorized or obligated by or pursuant to law or
executive order to close. The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date with respect to this
Debenture will, as provided in the Indenture (as defined herein), be paid to the
person in whose name this Debenture (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 Debenture (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 Debentures 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 Debentures 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 Debenture 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




                                      A-3
<PAGE>

the registered Holder at the close of business on the Regular Record Date at
such address as shall appear in the Security Register.]

[If the last day on which a Holder of a Debenture has a right to convert a
Debenture falls on a day which is not a Business Day, the Note shall convert on
the next succeeding Business Day with the same force and effect as if converted
on such last day for conversion.]

This Debenture is one of a duly authorized series of Securities of the Company,
designated as the ["-% Subordinated Debentures due -"] (the "Debentures"),
initially limited to an aggregate principal amount of $- (except for Debentures
authenticated and delivered upon transfer of, or in exchange for, or in lieu of
other Debentures), 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 Debentures (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 Debentures and of the
terms upon which the Debentures are, and are to be, authenticated and delivered.

Payment of the principal of and interest on this Debenture is, to the extent
provided in the Indenture, subordinated and subject in right of payment to the
prior payment in full of all existing and future Senior Indebtedness, as defined
in the Indenture, of the Company and this Debenture is issued subject to the
provisions of the Indenture with respect thereto. Each registered Holder of this
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee as his or her
attorney-in-fact for any and all such purposes. Each registered Holder hereof,
by his or her acceptance hereof, hereby waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
Holder of Senior Indebtedness, whether now outstanding or hereafter incurred,
and waives reliance by each such Holder upon said provisions.

Notwithstanding the provisions of the Indenture, this Debenture shall be without
benefit of any security and shall be subordinated to Senior Indebtedness.

[[Except as provided below,] This Debenture is not subject to repayment at the
option of the Holder hereof.] [[Except as provided below,] [T][t]his Debenture
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 Debenture at the option of the
Company, without premium or penalty, in whole or in part, at any time on or
after _________________ and





                                      A-4
<PAGE>

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
Debenture 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 Debenture 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 Debenture called for redemption.

If the Debentures are only partially redeemed by the Company, the Debentures
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 Debentures are
registered as a Global Debenture, the Depositary shall determine by lot the
principal amount of such Debentures held by each Debenture Holder to be
redeemed.

[In the event of redemption of this Debenture in part only, a new Debenture or
Debentures 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 Debentures of
this series. [Debentures 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 Debentures shall have the right, at
their option, to require the Company to purchase all of such Holder's Debentures
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
Debentures to be purchased.

Within 15 Business Days following any Fundamental Change, the Company shall
provide notice in accordance with the provisions of Section 901(b) of the
Supplemental Indenture.



                                      A-5
<PAGE>

To exercise its purchase right, Holders of Debentures 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 902 of the Supplemental Indenture.

On the Fundamental Change Purchase Date, the Company shall, to the extent
lawful, accept for payment all the Debentures 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
Debentures or portions thereof so tendered, and deliver or cause to be delivered
to the Trustee the Debentures so accepted together with an Officers'
Certificate, stating the aggregate principal amount of Debentures 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 Debentures validly tendered and not withdrawn under
such Fundamental Change Offer.

If cash sufficient to pay the Fundamental Change Purchase Price of all
Debentures 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 such
Debentures (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 Debenture).

The Holder of any Debenture shall have the right, exercisable at any time after
the Issue Date of the Debentures and before the close of business on the
Business Day immediately preceding the date of Stated Maturity, to convert the
principal amount of the Debentures (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 Debenture
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 Debenture 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 Debenture 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 Debentures as promptly as practicable but in any event no
later than the




                                      A-6
<PAGE>

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
Debentures, 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 Debenture is convertible shall be deemed to satisfy the Company's
obligation to pay the principal amount at maturity of the Debenture 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 Debentures are converted during the period after any Regular Record Date
but before the next Interest Payment Date, interest on such Debentures shall be
paid on the next Interest Payment Date, notwithstanding such conversion, to the
Holder of record on the Regular Record Date. Any Debentures 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 Debentures 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.

To convert a Debenture, 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 Debenture 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 Debentures 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 Debentures 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



                                      A-7
<PAGE>


preceding the Purchase Date in accordance with the provisions of Section 809 of
the Supplemental Indenture.

If cash or securities sufficient to pay the Purchase Price of all Debentures 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 Debentures (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 Debenture).]

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


<TABLE>
<CAPTION>
                                              Acceleration Amount per
                                            _________________ principal
             Date of declaration             amount of Stated Maturity
          -------------------------      ---------------------------------
<S>                                     <C>



</TABLE>

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 Agreement 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 Debenture shall terminate.]

The provisions relating to defeasance and covenant defeasance in the Indenture
in Section 403 thereof shall not apply to this Debenture.

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




                                      A-8
<PAGE>

Debentures 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 Debentures 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 Debenture so affected, among other things (i)
change the stated maturity of the principal of, or any installment of principal
of or interest on any Debentures 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, (ii) reduce the aforesaid percentage of the Holders
of which are required to consent to any such supplemental indenture or (iii)
modify any of the subordination provisions contained herein in a manner adverse
to the Holder hereof. The Indenture also contains provisions permitting (i) the
registered Holders of at least 66 2/3% in aggregate principal amount of the
Securities of all 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 Debenture (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 Debenture and of any Debenture
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 Debenture.

No reference herein to the Indenture and no provision of this Debenture or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of [and premium, if any,] and
interest on this Debenture 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 Debenture is registrable in the Security Register of
the Company, upon surrender of this Debenture for registration of transfer at
the office or agency of the Company in any place where the principal of and any
interest on this Debenture 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 Debentures 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 Debenture, 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 Debenture shall be overdue and notwithstanding



                                      A-9
<PAGE>

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 Debentures of this series are issuable only in fully registered form without
coupons in denominations of $1,000 and any integral multiple thereof. This
Global Debenture is exchangeable for Debentures in definitive form only under
certain limited circumstances set forth in the Indenture. Debentures 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, Debentures of
this series are exchangeable for a like aggregate principal amount of Debentures
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 Debenture 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 Debentures of this series, (ii)
the registered owners of not less than 25% in principal amount of the
Outstanding Debentures 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 Debentures 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 instituted by the
registered owner hereof for the enforcement of payment of the principal of or
any interest on this Debenture 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 Debenture
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

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

All terms used in this Debenture 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 Debentures of the series of Debentures 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 Debenture and all rights thereunder, hereby irrevocably constituting
and appointing such person attorneys to transfer the within Debenture 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 Debenture 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 Debenture.



                                      A-12
<PAGE>


                               [CONVERSION NOTICE

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

         To convert only part of this Debenture, 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 Debenture)

*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 Debenture purchased, in whole or in
part, by the Company pursuant to Section 901 of the Supplemental Indenture,
check the following box:

         If you want to have only part of this Debenture purchased by the
Company pursuant to Section 901 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