EXHIBIT 4-198

THE DETROIT EDISON COMPANY
AND
BANKERS TRUST COMPANY
TRUSTEE

SEVENTH SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 15, 1998

SUPPLEMENTING THE COLLATERAL TRUST INDENTURE
DATED AS OF JUNE 30,1993

PROVIDING FOR

7.375% QUARTERLY INCOME DEBT SECURITIES
("QUIDS") (JUNIOR SUBORDINATED DEFERRABLE
INTEREST DEBENTURES, DUE 2028)

SEVENTH SUPPLEMENTAL INDENTURE, dated as of the 15th day of October, 1998 between THE DETROIT EDISON COMPANY, a corporation organized and existing under the laws of the State of Michigan (the "Company"), and BANKERS TRUST COMPANY, 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 a Collateral Trust Indenture dated as of June 30, 1993 (the "Original Indenture"), as supplemented by a First Supplemental Indenture dated as of June 30, 1993, a Second Supplemental Indenture dated as of September 15, 1993, as amended, a Third Supplemental Indenture dated as of August 15, 1994, as amended, a Fourth Supplemental Indenture dated as of August 15, 1995, a Fifth Supplemental Trust Indenture dated as of February 1, 1996 and a Sixth Supplemental Indenture dated as of May 1, 1998 (the "Prior Supplemental Indentures") 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 an additional series of its unsecured, subordinated debt securities pursuant to the Original Indenture; and

WHEREAS, the Company intends hereby to designate a series of debt securities which shall not have the benefit of the provisions of Article Four of the Original Indenture and the other related provisions of the Original Indenture relating to the grant of security and which shall have the terms and variations from the provisions of the Original Indenture as set forth herein; 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 1001 thereof, and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Seventh Supplemental Indenture to the Original Indenture as permitted by Sections 201 and 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 7.375% Quarterly Income Debt Securities (the "QUIDS") (Junior Subordinated Deferrable Interest Debentures, Due 2028); 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 Seventh Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;

NOW, THEREFORE, THIS SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the terms of a series of debt securities, and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this Seventh 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.

"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 Michigan or in the state in which the principal corporate trust office of the Trustee is located, are authorized or obligated by or pursuant to law or executive order to close.

"Capital Stock" means any and all shares of the Company's Preferred Stock, Preference Stock or Common Stock or any other equity securities of the Company.

"Payment Obligation", when used with respect to Senior Indebtedness, means an obligation stated in an agreement, instrument or lease to pay money (whether for principal, premium, interest, sinking fund, periodic rent, stipulated value, termination value, liquidated damages or otherwise), but excluding an obligation to pay money in respect of fees of, or as payment or reimbursement for expenses incurred by or on behalf of, or as indemnity for losses, damages, taxes or other indemnity claims of any kind owed to, any holder of Senior Indebtedness or other party to such agreement, instrument or lease.

"Senior Indebtedness" means each of the following, whether outstanding on the date hereof or hereafter created, incurred or assumed:

(a) any Payment Obligation of the Company in respect of any indebtedness, directly or indirectly, created, incurred or assumed (i) for borrowed money other than (A) the 8.5% $49,877,700 in aggregate principal amount of Quarterly Income Debt Securities (Junior Subordinated Deferrable Interest Debentures, Due 2025), (B) the 7.625% $185,000,000 in aggregate principal amount of Quarterly Income Debt Securities (Junior Subordinated Deferrable Interest Debentures, Due 2026) and (C) the 7.54% $100,122,300 in aggregate principal amount of Quarterly Income Debt Securities (Junior Subordinated Deferrable Interest Debentures, Due 2028), each of which has been expressly deemed by its terms to be subordinate or (ii) in connection with the acquisition of any business, property or asset (including securities), other than any account payable or other indebtedness created, incurred or assumed in the ordinary course of business in connection with the obtaining of materials or services;

(b) any Payment Obligation of the Company in respect of any lease that would, in accordance with generally accepted accounting principles, be required to be classified and accounted for as a capital lease;

(c) any Payment Obligation of the Company in respect of any interest rate exchange agreement, currency exchange agreement or similar agreement that provides for payment (whether or not contingent) over a period or term (including any renewals or extensions) longer than one year from the execution thereof;

(d) any Payment Obligation of the Company in respect of any agreement relating to the acquisition (including a sale and buyback) or lease (including a sale and leaseback) of real or personal property that provides for payment (whether or not contingent) over a period or term (including any renewals or extensions) longer than one year from the execution thereof;

(e) any Payment Obligation of any Subsidiary or of others of the kind described in the preceding clauses (a) through (d) assumed or guaranteed by the Company or for which the Company is otherwise responsible or liable; and

(f) any amendment, renewal, extension or refunding of any Payment Obligation described in the preceding subparagraphs (a) through (e);

unless in the agreement, instrument or lease in which any such Payment Obligation is stated it is expressly provided that such Payment Obligation is not senior in right of payment to the QUIDS.

"Tax Event" means that the Company shall have received an opinion of counsel (which may be counsel to the Company or an affiliate but not an employee thereof) experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective change), in the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such pronouncement or decision is announced on or after the date of original issuance of the QUIDS, there is more than an insubstantial risk that interest payable by the Company on the QUIDS is not, or will not be, deductible by the Company for federal income tax purposes.

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 Seventh Supplemental Indenture.

ARTICLE TWO

TITLE AND TERMS OF THE QUIDS

SECTION 201. Title of the QUIDS. This Seventh Supplemental Indenture hereby establishes a series of QUIDS, which shall be known as the Company's 7.375% Quarterly Income Debt Securities (Junior Subordinated Deferrable Interest Debentures, Due 2028) (referred to herein as the "QUIDS"). For purposes of the Original Indenture, the QUIDS shall constitute a single series of Securities. The stated maturity of the QUIDS will be December 31, 2028.

SECTION 202. Variations from the Original Indenture. Notwithstanding the provisions of the Original Indenture, the QUIDS shall be without benefit of any security and shall be subordinated to Senior Indebtedness as and to the extent provided in Article Four of this Supplemental Indenture. The QUIDS shall not have the benefit of the provisions of Article Four of the Original Indenture and shall not have the benefit of, or be subject to, the other related provisions of the Original Indenture relating to the grant of security, including (for avoidance of doubt and not for purposes of limitation) the Granting Clause, the definitions of "Deliverable Mortgage Bonds," "Deliverable Securities," "Designated Mortgage Bonds," "Grant," "Mortgage," "Mortgage Bonds," "Mortgage Trustee," "Previously Delivered Mortgage Bonds," and "Trust Estate,"
Section 301 (20), Sections 301 (a) (v), (ix), (x) and (xi), Sections 301 (b)
(ii) and (iii), Section 301 (d), and Sections 601(4) and (8).

SECTION 203. Amount and Denominations; DTC. The aggregate principal amount of QUIDS that may be issued under this Seventh Supplemental Indenture is limited to $100,000,000. The QUIDS shall be issuable only in fully registered form and, as permitted by Sections 301 and 302 of the Original Indenture, in denominations of $25 and integral multiples thereof. The QUIDS will initially be issued 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. Depository" under the Original Indenture.

SECTION 204. Interest Rate and Interest Payment Dates. (a) The QUIDS will bear interest at the rate of 7.375% per annum from the date of original 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 same rate per annum during such overdue period. Interest on the QUIDS will be payable quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year (each an "Interest Payment Date"), commencing December 31, 1998, to the persons in whose names the QUIDS are registered at the close of business on the relevant record date for such interest installment, which will be one Business Day prior to the relevant Interest Payment Date or, in the case of a Deferral Period (as described herein), one Business Day prior to the Interest Payment Date for such Deferral Period (each a "Record Date"); provided, however, that, in the event that any Interest Payment Date shall not be a Business Day, then interest shall be payable on the next day that is a Business Day (but without interest or other payment in respect of 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 without reduction in amount due to such early payment (and in which case the relevant Record Date shall be on the Business Day immediately preceding such Interest Payment Date), in each case with the same force and effect as if made on such Interest Payment Date, subject to certain rights of deferral described in Section 204(b) hereof.

The amount of interest payable in any period will be computed on the basis of twelve 30-day months and a 360-day year and, for any period shorter than a full quarterly interest period, will be computed on the basis of the actual number of days elapsed in such period.

(b) The provisions of Section 204(a) notwithstanding, the Company shall have the right at any time, on one or more occasions so long as an Event of Default with respect to the QUIDS has not occurred and is not continuing, to extend any interest payment period on the QUIDS for a period (a "Deferral Period") not to exceed 20 consecutive quarterly interest payment periods; provided that the date on which such Deferral Period ends must be an Interest Payment Date and must be no later than December 31, 2028 or any date on which any QUIDS are fixed for redemption. The quarterly interest payments on the QUIDS so deferred will continue to accrue with interest thereon at the rate of interest of the QUIDS during such Deferral Period. On the Interest Payment Date at the end of the Deferral Period, the Company shall pay all interest then accrued and unpaid, which shall be compounded quarterly at the rate of interest on the QUIDS (except to the extent prohibited by law) to the date of payment, to the persons in whose names the QUIDS are registered on the Record Date for such Deferral Period. The Company shall give the Holders of the QUIDS notice of its election to defer interest payments or to extend the Deferral Period ten Business Days prior to the earlier of (1) the next scheduled quarterly payment date and (2) the date the Company is required to give notice of the record date of such related interest payment to the New York Stock Exchange or other applicable self-regulatory organization or to the Holders of the QUIDS, but in any event not less than two Business Days prior to such record date. During the Deferral Period the Company shall not declare or pay any dividend on or redeem, purchase, acquire or make a liquidation payment with respect to, any of its Capital Stock or make any guaranty payment with respect to the foregoing, other than redemptions of any series of Capital Stock of the Company pursuant to the terms of any sinking fund provisions with respect thereto. During any Deferral Period, the Company may not (i) make any distributions, loans or guarantees for the benefit of, (ii) purchase, defease, redeem or otherwise acquire or retire for value any securities of or (iii) make any other investment in, any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, for the purpose of, or to enable the payment of, directly or indirectly, dividends on any equity securities of DTE Energy Company and its successors or assigns. During any Deferral Period, the Company may continue to extend the interest payment period by extending the Deferral Period, on one or more occasions, by notice given as aforesaid in this paragraph
(b), provided that such Deferral Period, as so extended, must end on an Interest Payment Date and in no event shall the aggregate Deferral Period, as extended, exceed 20 consecutive quarterly interest payment periods or extend beyond December 31, 2028 or any date on which QUIDS are fixed for redemption. No interest shall be due and payable during a Deferral Period except at the end thereof.

SECTION 205. Optional Redemption of QUIDS. Other than in accordance with Section 206 below, the QUIDS shall not be redeemable prior to December 31, 2003. Thereafter, upon notice given by mailing the same, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, any or all of the QUIDS may be redeemed by the Company, at its option, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the QUIDS to be redeemed plus accrued and unpaid interest thereon to the date fixed for redemption.

SECTION 206. Tax Event Redemption of QUIDS. If a Tax Event has occurred and is continuing, the Company has the right, within 90 days following the occurrence of such Tax

Event, to redeem the QUIDS, in whole but not in part, at a redemption price equal to the aggregate principal amount of the QUIDS plus accrued and unpaid interest to the date of redemption.

SECTION 207. Form of QUIDS. Attached hereto as Exhibit A is a form of the definitive QUIDS.

ARTICLE THREE

ADDITIONAL EVENTS OF DEFAULT AND COVENANTS

SECTION 301. Inapplicability of Certain Events of Default. The Events of Default set forth in Sections 601(4) and 601(8) of the Original Indenture shall not apply to the QUIDS. The omission by the Company to pay interest on the QUIDS during a Deferral Period as permitted by Section 204 shall not constitute an Event of Default under Section 601 (1) of the Original Indenture.

ARTICLE FOUR

SUBORDINATION OF QUIDS

SECTION 401. QUIDS Subordinate to Senior Indebtedness. The Company for itself, its successors and assigns, covenants and agrees, and each Holder of QUIDS 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 QUIDS is hereby expressly subordinated, to the extent and in the manner hereinafter in this Article set forth, in right of payment to the prior payment in full of all existing and future Senior Indebtedness of the Company.

SECTION 402. Payments to Securityholders. (a) Upon (i) any acceleration of the principal amount due on the QUIDS 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 QUIDS, and upon any such dissolution or winding-up or 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 QUIDS 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 QUIDS 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 QUIDS 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 QUIDS. 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 901 of the Original Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 402(a).

(b) In the event that any payment or distribution of assets of the Company of any kind or character not permitted by Section 402(a), whether in cash, property or securities, shall be received by the Trustee or the Holders of QUIDS 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 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 706 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 QUIDS 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 402.

(c) No payment on account of principal of or interest on the QUIDS 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 or interest on the QUIDS 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 therein 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 declaration of acceleration), then the Company shall resume making any and all required payments in respect of the QUIDS (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 QUIDS of any series. 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 Senior Indebtedness 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 403. Subrogation to Rights of Holders of Senior Indebtedness. From and after the payment in full of all Senior Indebtedness, the Holders of the QUIDS (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right of payment to the QUIDS 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 QUIDS 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 QUIDS, shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the QUIDS, 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 QUIDS, 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 QUIDS, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the QUIDS the principal of and interest on the QUIDS 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 QUIDS 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 QUIDS from exercising all remedies otherwise permitted by applicable law upon default hereunder with respect to the QUIDS subject to the rights of the holders of Senior Indebtedness, under Section 402, to receive cash, property or securities of the Company otherwise payable or deliverable to the Trustee or the Holders of the QUIDS 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 402(a), the Trustee and each Holder of the QUIDS 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 404. No Impairment of Subordination. Nothing contained in this Article or elsewhere in this Supplemental Indenture or the QUIDS shall prevent at any time the Company from making payments at any time of principal of or interest on the QUIDS, except under the conditions described in Section 402 or during the pendency of any proceedings or sale therein referred to.

SECTION 405. Trustee to Effectuate Subordination. Each Holder of QUIDS 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.

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 QUIDS 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 QUIDS, without incurring responsibility to the Holders of the QUIDS and without impairing or releasing the subordination provided in this Article or the obligations of the Holders of the QUIDS 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 406. 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 QUIDS 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 QUIDS 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 the Article, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

SECTION 407. Reliance on Certificate of Liquidating Agent. Upon any payment or distribution referred to in this Article, the Trustee and the Holders of the QUIDS 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 QUIDS, 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 408. 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 QUIDS 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 409. 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 410. 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 FIVE

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

This Seventh 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.

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

THE DETROIT EDISON COMPANY

ATTEST:

[Corporate Seal]

                  )       :
COUNTY OF WAYNE   )

         On the      day of              1998, before me personally came C. C.

Arvani, to me known, who, being by me duly sworn, did depose and say that he is Assistant Treasurer of THE DETROIT EDISON COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and he signed his name thereto by like authority.

My Commission Expires

[Notarial Seal]

BANKERS TRUST COMPANY,
as Trustee

Title:

ATTEST:

[Corporate Seal]

STATE OF NEW YORK                           )
                                            )        :
COUNTY OF NEW YORK                          )

On the day of 1998, before me personally came , to me known, who, being by me duly sworn, did depose and say that he is of BANKERS TRUST COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and she signed her name thereto by like authority.

[Notarial Seal]

EXHIBIT A

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

NO. R-1 $100,000,000

                           DUE 2028)

ISSUE PRICE                    ISSUE DATE        CUSIP NO.
-----------                 ----------------     ---------


$25.00, or any integral
multiple thereof.           November 3, 1998     250847688

THE DETROIT EDISON 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 corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $100,000,000 on December 31, 2028 and to pay interest at the rate of 7.375% per annum on said principal sum from the date of issuance until the principal of this Debenture ("Note") hereof 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 Note will be payable quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year (each such date, an "Interest Payment Date"), commencing December 31, 1998.

The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year and, for any period shorter than a full quarterly interest period, will be computed on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of the amount payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day without reduction in the amount due to such early payment (and in which case the relevant Record Date shall be on the Business Day immediately preceding such Interest Payment Date), in each case with the same force and effect as if made on such date, subject to certain rights of deferral described below. 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 Michigan or in the state in which the principal corporate trust office of the Trustee is located 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 (other than interest payable on redemption or maturity) will, as provided in the Indenture (as defined herein), be paid to the person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the relevant record date for such interest installment, which shall be one Business Day prior to the relevant Interest Payment Date or, in the case of a Deferral Period (as defined in the Indenture), one Business Day prior to Interest Payment Date for such Deferral Period (each a "Record Date"). Interest payable on redemption or maturity shall be payable to the person to whom the principal is paid. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered holders on such Record Date, and may be paid to the person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of and the interest on this Note shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at the close of business on the Record Date at such address as shall appear in the Security Register.

Payment of the principal of and interest on this Note 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 Note is issued subject to the provisions of the Indenture with respect thereto. Each registered holder of this Note, 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.

This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee.

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

This Note is one of a duly authorized series of Notes of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture, all issued or to be issued in one or more series under and pursuant to a Collateral Trust Indenture dated as of June 30, 1993 (the "Original Indenture") duly executed and delivered between the Company and Bankers Trust Company, a New York banking corporation, as Trustee (herein referred to as the "Trustee"), as supplemented by the First Supplemental Indenture dated as of June 30, 1993, a Second Supplemental Indenture dated as of September 15, 1993, as amended, a Third Supplemental Indenture dated as of August 15, 1994, as amended, a Fourth Supplemental Indenture dated as of August 15, 1995 , a Fifth Supplemental Indenture dated as of February 1, 1996, a Sixth Supplemental Indenture dated as of May 1, 1998 and a Seventh Supplemental Indenture dated as of October 15, 1998, (together with the Original Indenture, the "Indenture") between the Company and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the registered holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. By the terms of the Indenture, the Notes are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This series of Notes is limited in aggregate principal amount as specified in said Seventh Supplemental Indenture.

Notwithstanding the provisions of the Original Indenture, this Note shall be without benefit of any security and shall be subordinated to Senior Indebtedness (as defined in the Indenture) as and to the extent provided in Article Four of said Seventh Supplemental Indenture. This Note shall not have the benefit of the provisions of Article Four of the Original Indenture and shall not have the benefit of, or be subject to, the other related provisions of the Original Indenture relating to the grant of security, including (for avoidance of doubt and not for purposes of limitation) the Granting Clause, the definitions of "Deliverable Mortgage Bonds," "Deliverable Securities," "Designated Mortgage Bonds," "Grant," "Mortgage," "Mortgage Bonds," "Mortgage Trustee," "Previously Delivered Mortgage Bonds," and "Trust Estate," Section 301(20), Sections 301 (a) (v), (ix), (x) and (xi), Sections 301 (b) (ii) and
(iii), and Section 301 (d). In addition, the Events of Default set forth in Sections 601(4) and 601 (8) of the Original Indenture shall not apply to this Note. The omission by the Company to pay interest on

this Note during a Deferral Period as permitted by Section 204 of said Seventh Supplemental Indenture shall not constitute an Event of Default under Section 601(l) of the Original Indenture.

The Company shall have the right to redeem this Note at the option of the Company, without premium or penalty, in whole or in part, at any time on or after December 31, 2003 and prior to maturity at a redemption price equal to 100% of the principal amount redeemed plus the accrued and unpaid interest thereon to the date fixed for redemption. Any redemption pursuant to this paragraph will be made upon not less than 30 nor more than 60 days notice. If the Notes are only partially redeemed by the Company, the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided that if, at the time of redemption, the Notes are registered as a Global Note, the Depositary shall determine by lot the principal amount of such Notes held by each Note holder to be redeemed.

If a Tax Event (as hereinafter defined) has occurred and is continuing, the Company shall have the right, within 90 days following the occurrence of such Tax Event, to redeem the QUIDS, in whole but not in part, at a redemption price equal to the aggregate principal amount of the QUIDS plus accrued and unpaid interest to the date of redemption. "Tax Event" means that the Company shall have received an opinion of counsel (which may be counsel to the Company or an affiliate but not an employee thereof) experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such pronouncement or decision is announced on or after the date of original issuance of the QUIDS, there is more than an insubstantial risk that interest payable by the Company on the QUIDS is not, or will not be, deductible by the Company for federal income tax purposes.

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

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

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

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the registered holders of not less than a majority in aggregate principal amount of the outstanding Notes of each series affected at the time, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of

modifying in any manner the rights of the registered holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, or reduce the principal amount thereof, or reduce the rate of or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the registered holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the registered holders of which are required to consent to any such supplemental indenture, without the consent of the registered holders of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting (i) the registered holders of at least 66 2/3% in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the registered holders of the Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) the registered holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the registered holders of the Notes of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the registered bolder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such registered holder and upon all future registered holders and owners of this Note and of any Note issued in exchange hereof or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note.

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

The Company shall have the right at any time, on one or more occasions, so long as an Event of Default has not occurred and is not continuing under the Indenture with respect to the Notes, to extend any interest payment period on this Note to a period not to exceed 20 consecutive quarterly interest payment periods and, as a consequence, the quarterly interest payment on the Notes would be deferred (but would continue to accrue with interest thereon compounded quarterly at the rate of interest on the Notes, except as provided by law) during any such Deferral Period (as defined in the Indenture). At the end of each Deferral Period, the Company shall pay all interest then accrued and unpaid (compounded quarterly, at the rate of interest on the Notes, except to the extent provided by law) to the persons in whose name the QUIDS are registered on the Record Date for such Deferral Period. In the event the Company exercises this right, the Company shall not declare or pay any dividends on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its Capital Stock (as defined in the Indenture) or make any guarantee payments with respect to the foregoing during such Deferral Period, other than redemptions of any series of Capital Stock of the Company pursuant to the terms of any sinking fund provisions with respect thereto. In addition, during any Deferral Period, the Company may not (i) make any distributions, loans or guarantees for the benefit of, (ii) purchase, defease, redeem or otherwise acquire or retire for value any securities of or (iii) make any other investment in any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, for the purpose of, or to enable the payment of, directly or indirectly, dividends on any equity security of DTE Energy Company and

its successors or assigns. During any Deferral Period, the Company may continue to extend the interest payment period by extending the Deferral Period, provided that the aggregate Deferral Period, as extended, must end on an Interest Payment Date and in no event shall the aggregate Deferral Period exceed 20 consecutive quarterly interest payment periods or extend beyond the maturity of the Notes or any date on which any of the Notes are fixed for redemption. No interest shall be due and payable on the Notes during a Deferral Period except at the end thereof. The Company shall give the registered holders of Notes notice of its election to defer interest payments or to extend the Deferral Period ten Business Days prior to the earlier of (i) the next scheduled quarterly payment date or (ii) the date the Company is required to give notice of the record date of such related interest payment to the New York Stock Exchange or other applicable self-regulatory organization or to the holders of the Notes, but in any event not less than two Business Days prior to such record date.

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

Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Note 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 Note Registrar shall be affected by any notice to the contrary.

The Notes of this series are issuable only in fully registered form without coupons in denominations of $25 and any integral multiple thereof. This Global Note is exchangeable for Notes in definitive form only under certain limited circumstances set forth in the Indenture. Notes of this series so issued are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the registered holder surrendering the same.

As set forth in, and subject to the provisions of, the Indenture, no registered owner of any Note will have any right to institute any proceeding with respect to the Indenture or for any

remedy thereunder, unless (i) such registered owner shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, (ii) the registered owners of not less than 25% in principal amount of the outstanding Notes of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, (iii) the Trustee shall have failed to institute such proceeding within 60 days and (iv) the Trustee shall not have received from the registered owners of a majority in principal amount of the outstanding Notes of this series a direction inconsistent with such request within such 60-day period; provided, however, that such limitations do not apply to a suit instituted by the registered owner hereof for the enforcement of payment of the principal of or any interest on this Note on or after the respective due dates expressed herein, subject to deferral as set forth herein.

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

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

THE DETROIT EDISON COMPANY

Attest:

[Corporate Seal]

CERTIFICATE OF AUTHENTICATION

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

BANKERS TRUST COMPANY
as Trustee

Date:

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

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

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

EXHIBIT 4-199
SUPPORT AGREEMENT

BETWEEN
DTE ENERGY COMPANY
AND
DTE CAPITAL CORPORATION

THIS SUPPORT AGREEMENT, dated as of November 18, 1998, is between DTE ENERGY COMPANY, a Michigan corporation ("Parent"), and DTE CAPITAL CORPORATION, a Michigan corporation ("Subsidiary").

WHEREAS, Parent is the owner of 100% of the outstanding common stock of Subsidiary;

WHEREAS, Subsidiary intends to issue $300,000,000 aggregate principal amount of debt securities (hereinafter referred to as the "Debt Securities," and such amount and all interest and other amounts, if any, payable with respect thereto being hereinafter collectively referred to as "Debt") to parties other than Parent pursuant to the Indenture dated as of June 15, 1998 (as amended or supplemented with respect to the Debt Securities, the "Indenture") between Subsidiary and The Bank of New York (or any successor or replacement trustee), as trustee (the "Trustee");

WHEREAS, Parent and Subsidiary desire to take certain actions to enhance and maintain the financial condition of Subsidiary as hereinafter set forth in order to enable Subsidiary and its subsidiaries to incur indebtedness on more advantageous and reasonable terms; and

WHEREAS, the Lenders (as defined below) will rely upon this Agreement in making loans or extending credit or otherwise acquiring Debt Securities of Subsidiary.

NOW THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Stock Ownership. During the term of this Agreement, Parent will own directly or indirectly all of the voting common stock of Subsidiary and The Detroit Edison Company ("DECO") now or hereafter issued and outstanding.

2. Negative Pledge. During the term of this Agreement, Parent will not create or suffer to exist any lien, security interest or other charge of encumbrance, upon or with respect to any voting common stock of DECO from time to time owned directly or indirectly by Parent or any capital stock of Subsidiary from time to time owned directly or indirectly by Parent, provided, however, that any restriction on the payment of dividends by DECO or Subsidiary

contained in any subordinated debt instrument, preferred stock or preference stock of DECO or Subsidiary shall not constitute a lien, security interest or other charge or encumbrance.

3. Liquidity Provision. If, during the term of this Agreement, Subsidiary is unable to make timely payment on the relevant payment date of interest, principal or premium, if any, on, or other amounts due in respect of, all or any portion of the Debt Securities issued by it or related Debt, Parent promptly shall provide to Subsidiary, at its request, such funds (in the form of cash or liquid assets) in an amount sufficient to permit Subsidiary to make timely payment on the relevant payment date in respect of such Debt as equity or as a loan, as Parent shall determine in its sole discretion. If such funds are advanced to Subsidiary as a loan, such loan shall be on such terms and conditions, including maturity and rate of interest, as Parent and Subsidiary shall agree. Notwithstanding the foregoing, any such loan shall be subordinated to any and all debt of Subsidiary owing to any lender (including any Lender) other than Parent. Each of the parties hereto acknowledges that Parent's obligations hereunder do not constitute a guarantee by Parent of Debt of Subsidiary. As used herein, the term "Lender" shall mean (i) any person, firm, corporation or other entity to which Subsidiary is indebted for any Debt or which is acting as the Trustee or a trustee or authorized representative on behalf of such person, firm corporation or other entity or which is acting as MAPS Agent (as defined in the Indenture), and (ii) Salomon Smith Barney Inc., Chase Securities Inc., Barclays Capital Inc. and First Chicago Capital Markets, Inc., and their respective successors (collectively, the "Initial Purchasers"), with respect to Debt owing by Subsidiary to the Initial Purchasers in accordance with the terms of that certain Purchase Agreement, dated as of November 18, 1998, relating to the Debt Securities; provided that, notwithstanding the foregoing, the claims of the Initial Purchasers shall be subordinated to the claims of the holders of the Debt Securities hereunder.

4. Waivers. Parent hereby waives any failure or delay on the part of Subsidiary in asserting or enforcing any of its rights or in making any claims or demands hereunder. Subsidiary or any Lender may at any time, without Parent's consent, without notice to Parent and without affecting or impairing Subsidiary's or such Lender's rights or Parent's obligations hereunder, do any of the following with respect to any Debt: (a) make changes, modifications, amendments or alterations, by operation of law or otherwise, including, without limitation, any changes in the rate of interest payable thereon or any changes in the method of calculating the rate of interest payable thereon, (b) grant renewals and extensions and extensions of time, for payment or otherwise, (c) accept new or additional documents, instruments or agreements relating to or in substitution of said Debt, or (d) otherwise handle the enforcement of their respective rights and remedies in accordance with their business judgment.

5. Amendment; Suspension. This Agreement may be amended or terminated at any time by written amendment or agreement signed by both parties; provided that such amendment or termination does not adversely affect the rights of the Initial Purchasers; and provided further, however, that except as set forth in the next succeeding sentence, no amendment to the Agreement which adversely affects the rights of Subsidiary or any Lender and no termination of this Agreement shall be effective as to Subsidiary or any Lender until such time as all Debt owing to such Lender by Subsidiary on the date of such amendment or termination shall have

been paid in full, unless such Lender shall consent in writing to the contrary. Notwithstanding the foregoing, (A) upon not less than 30 days prior notice to the applicable Remarketing Agent and the Trustee, Subsidiary and Parent may amend this Agreement (subject to the proviso that such amendment shall not adversely affect the rights of the Initial Purchasers) on any Interest Rate Adjustment Date (as defined in the Indenture) for Debt Securities, effective commencing on such Interest Rate Adjustment Date; provided that such amendment shall not be applicable to such Debt Securities until after the Debt Securities have been tendered for remarketing and successfully remarketed on such Interest Rate Adjustment Date; and provided further that no such amendment shall be of such nature as would require (i) registration or re-registration of the Debt Securities under the Securities Act of 1933, as amended (the "Securities Act"), unless Subsidiary has a registration statement under the Securities Act effective with respect thereto or (ii) registration of Subsidiary under the Investment Company Act of 1940, as amended, and (B) Parent's obligations under this Agreement shall be suspended and shall be of no force and effect as to the parties hereto and as to all Lenders if and for so long as (i) Subsidiary shall have a long-term debt rating of not less than "A-" from Standard & Poor's Ratings Services or its successor or a long-term debt rating of not less than "A3" from Moody's Investors Service, Inc. or its successor and (ii) Parent shall have submitted a written request to Subsidiary that its obligations under this Agreement be so suspended (with a copy to the Trustee, if applicable) and shall not have revoked such request in writing. Parent covenants that it will revoke any such request to the extent that the suspension of Parent's obligations under this Agreement has an adverse effect on any debt rating of Subsidiary. For purposes of this Section 5, ratings shall be based upon unsecured non-credit enhanced debt of Subsidiary.

6. Rights of Lenders. Subsidiary hereby assigns and pledges to the Lenders, for the ratable benefit of each Lender (subject to the subordination of claims of the Initial Purchasers pursuant to Section 3 hereof), Subsidiary's right under Sections 1, 2, 3 and 4 of this Agreement, and, if Subsidiary fails or refuses to take timely action to enforce its rights under Section 1, 2, 3 or 4 of this Agreement, any Lender may enforce such rights on behalf of Subsidiary directly against Parent. Parent hereby consents to such assignment and pledge. This assignment and pledge secures all obligations of Subsidiary under the Debt. Subsidiary and Parent agree, for the benefit of the Lenders to execute and deliver all further instruments and documents, and take all further action, that the Lenders may request in order to perfect and protect any security interest purported to be granted hereby or to enable the Lenders to enforce their rights and remedies hereunder.

7. Parity. Parent's obligations hereunder shall be pari passu with Parent's obligations under any existing as well as additional "make-well," "keep-well" or support agreements (that are not by their terms subordinated) as are entered into between Parent and Subsidiary from time to time.

8. Notices. Any notice, instruction, request, consent, demand or other communication required or contemplated by this Agreement shall be in writing, shall be given or made by United States first class mail, telex, facsimile transmission or hand delivery, addressed as follows:

If to Parent:                            2000 2nd Avenue
                                         Detroit, Michigan  48226-1279
                                         Attention:  Assistant Treasurer-Banking

If to Subsidiary:                        2000 2nd Avenue
                                         Detroit, Michigan  48226-1279
                                         Attention:  Assistant Treasurer

9. Successors. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and is also intended for the benefit of Lenders, and, notwithstanding that such Lenders are not parties hereto, each Lender shall be entitled to the full benefits of this Agreement and to enforce the covenants and agreements contained herein as set forth in Section
6. This Agreement is not intended for the benefit of any person other than Lenders and shall not confer or be deemed to confer upon any such person any benefits, rights or remedies hereunder.

10. Governing Law. This Agreement shall be governed by the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be duly executed as of the day and year first above written.

DTE ENERGY COMPANY

By:______________________________
Name:
Title:

DTE CAPITAL CORPORATION

By:______________________________
Name:
Title:

EXHIBIT 4.200

DTE CAPITAL CORPORATION

AND

THE BANK OF NEW YORK

Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of November 1, 1998

Supplementing the Indenture
Dated as of June 15, 1998

$300,000,000 Remarketed Notes, 1998 Series B

SECOND SUPPLEMENTAL INDENTURE, dated as of the 1st day of November, 1998, between DTE CAPITAL CORPORATION, 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 corporate trust 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 Indenture dated as of June 15, 1998 and a First Supplemental Indenture dated as of June 15, 1998 (the "Original Indenture" and, together with this Second Supplemental Indenture, the "Indenture") providing for the issuance by the Company from time to time of its debt securities to be issued in one or more series (in the Original Indenture and herein called the "Securities"); 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 Second Supplemental Indenture to the Original Indenture as permitted by Sections 201 and 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 Securities under the Original Indenture in the aggregate principal amount of up to $300,000,000; and

WHEREAS, all things necessary to make the 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 Second Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the terms of a series of Securities, and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this Second 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.

"Administrative Agent" means the entity designated as such in the applicable Standby Note Purchase Agreement, if any.

"Base Rate" means the interest rate established by the MAPS4 Agent, after consultation with the Company, as the applicable "Base Rate" at or prior to the commencement of the MAPS Mode and set forth on Annex A to the applicable Note.

"Beneficial Owner" means, for Notes in book-entry form, the person who acquires an interest in the Notes which is reflected on the records of DTC through its participants.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions located in the State of Michigan or in the state in which the principal corporate trust office of the Trustee is located are authorized or obligated by or pursuant to law or executive order to close; provided, however, that with respect to Notes in the Long Term Rate Mode or the MAPS Mode as to which LIBOR is an applicable Interest Rate Basis, such day is also a London Business Day (as hereinafter defined). "London Business Day" means a day on which commercial banks are open for business (including for dealings in the Index Currency (as hereinafter defined) in London.

"Calculation Agent" has the meaning specified in Section 204 hereof.

"Calculation Date" has the meaning set forth in Section 204 hereof.

"CD Rate" has the meaning specified in Section 204 hereof.

"Commercial Paper Term Mode" means, with respect to any Note, the Interest Rate Mode in which the interest rate on such Note is reset on a periodic basis which shall not be less than one calendar day nor more than 364 consecutive calendar days and interest is paid as provided for such Interest Rate Mode in Section 204 hereof.

"Commercial Paper Term Period" means an Interest Rate Period of not less than one calendar day nor more than 364 consecutive calendar days, as determined by the Company, or if not so determined, by the Remarketing Agent.

"Conversion Date" has the meaning set forth in Section 205(d) hereof.

"Conversion Notice" means a notice, promptly confirmed in writing in substantially the form of Exhibit H hereto (which includes facsimile or appropriate electronic media) from the Company, that sets forth the applicable Note to which it relates, the new Interest Rate Mode (if applicable), the new Interest Rate Period, the Conversion Date, and with respect to any Long Term Rate Period, any optional redemption or repayment terms for such Note.

MAPS4 is a servicemark of Salomon Smith Barney Inc.

"Determination Date" means the third Business Day preceding the applicable MAPS Remarketing Date.

"DTC" has the meaning specified in Section 203 hereof.

"DTE Energy" means DTE Energy Company, a Michigan corporation and the owner, directly or indirectly, of 100% of the outstanding common stock of the Company.

"Floating Interest Rate Notice" has the meaning specified in
Section 204 hereof. The form of Floating Rate Interest Notice is set forth as Exhibit G to this Second Supplemental Indenture.

"Floating Rate Maximum Interest Rate" and "Floating Rate Minimum Interest Rate" have the respective meanings specified in Section 204 hereof.

"Index Maturity" means the period to maturity of the instrument or obligation with respect to which the related Interest Rate Basis or Bases will be calculated.

"Initial Interest Rate" means the annual rate of interest applicable to the Notes during the Initial Interest Rate Period.

"Initial Interest Rate Adjustment Date" means November 15, 2003.

"Initial Interest Rate Period" means the period commencing on the date of issuance for the Notes and ending on the Business Day immediately preceding the Initial Interest Rate Adjustment Date.

"Insurer" means such issuer of a financial guaranty insurance policy in respect of the Notes as may be purchased by the Company from time to time.

"Interest Determination Date" has the meaning specified in
Section 204 hereof.

"Interest Rate Adjustment Date" means, for a particular Interest Rate Period in any Interest Rate Mode, each date, which shall be a Business Day, on which interest and, in the case of a floating interest rate, the Spread (if any) and the Spread Multiplier (if any) on the Notes subject thereto commences to accrue at the rate determined and announced by the applicable Remarketing Agent for such Interest Rate Period and for Notes bearing interest at the Initial Interest Rate (as hereinafter defined), the Business Day following the expiration of the Initial Interest Rate Period (as hereinafter defined).

"Interest Rate Basis" has the meaning specified in Section 204 hereof.

"Interest Rate Mode" means the mode in which the Interest Rate on a Note is being determined, i.e., the Commercial Paper Term Mode, the Long Term Rate Mode or the MAPS Mode.

"Interest Rate Period" means, with respect to any Note in the Commercial Paper Mode or Long Term Rate Mode, the period of time commencing on the Interest Rate Adjustment

Date to, but not including, the immediately succeeding Interest Rate Adjustment Date during which such Note bears interest at a particular fixed interest rate or floating interest rate, and with respect to any Note in the MAPS Mode, a MAPS Rate Period.

"Interest Reset Date", "Initial Interest Reset Date" and "Interest Reset Period" have the respective meanings specified in Section 204 hereof.

"Liquidity Provider" means, any bank or other credit provider whose obligations such as those under the applicable Standby Note Purchase Agreement with respect to any Notes are exempt from registration under the Securities Act of 1933, as amended, with long term senior debt ratings from Standard & Poor's Ratings Services and Moody's Investors Service, Inc. at least equal to those of the Company as of the date of the Standby Note Purchase Agreement, and a minimum combined capital and surplus of at least $50,000,000, that has entered into a Standby Note Purchase Agreement with the Company for the purpose of purchasing unremarketed Notes on any Interest Rate Adjustment Date.

"Long Term Rate Mode" means, with respect to any Note, the Interest Rate Mode in which the interest rate on such Note is reset in a Long Term Rate Period and interest is paid as provided for such Interest Rate Mode in
Section 204 hereof.

"Long Term Rate Period" means, with respect to any Note, any period of more than 364 days and not exceeding the remaining term to the Stated Maturity of such Note.

"MAPS Agent", or such other designation as may be used at the time of remarketing, means such Remarketing Agent as the Company may appoint from time to time for the purpose of remarketing Notes in the MAPS Mode.

"MAPS Mode", or such other designation as may be used at the time of remarketing, means, with respect to any Note, the Interest Rate Mode in which such Note shall bear interest and be subject to remarketing as "MAndatory Putable remarketable Securities" (or such other designation as may be used at the time of remarketing) ("MAPS") as provided for in Article Three hereof.

"MAPS Rate Period", or such other designation as may be used at the time of remarketing, means an Interest Rate Period for any Note in the MAPS Mode established by the Company as a period of more than 364 days and not exceeding the remaining term to the Stated Maturity of such Note; provided, however, that such Interest Rate Period must end on the day prior to an Interest Payment Date for such Note. The MAPS Rate Period shall consist of the period to and excluding the MAPS Remarketing Date and the period from and including the MAPS Remarketing Date to but excluding the next succeeding Interest Rate Adjustment Date.

"MAPS Remarketing Agreement", or such other designation as may be used at the time of remarketing, shall mean the agreement dated as of the Interest Rate Adjustment Date commencing the applicable MAPS Rate Period which sets forth the rights and obligations of the Company and the applicable MAPS Agent with respect to the remarketing of the MAPS.

"MAPS Remarketing Date", or such other designation as may be used at the time of remarketing, means the date designated by the applicable MAPS Agent after consultation with

the Company, upon which the applicable MAPS Agent may elect to remarket the Notes at the MAPS Interest Rate.

"Notes" or "Note" have the meaning specified in Section 201.

"Notification Date" means the Business Day not later than ten
(10) days prior to the applicable MAPS Remarketing Date on which the MAPS Agent gives notice to the Company and the Trustee of its intention to purchase the Notes for remarketing.

"Optional Redemption" means the redemption of any Note prior to its maturity at the option of the Company as described herein.

"Optional Redemption Price" has the meaning set forth in
Section 304(c) hereof.

"Policy" means such financial guaranty insurance policy as may be purchased by the Company from an Insurer from time to time in the form attached as Exhibit F hereto or such other form as may be adopted in any manner consistent with the requirements of this Second Supplemental Indenture and the Original Indenture.

"Principal Financial Center" means, except as otherwise specified in the applicable Floating Interest Rate Notice, the capital city of the country issuing the Index Currency, except that with respect to United States dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders, Portuguese escudos, Italian lire, South African rand, and Swiss francs, the Principal Financial Center will be The City of New York, Sydney, Toronto, Frankfurt, Amsterdam, London, Milan, Johannesburg and Zurich, respectively.

"Remarketing Agent" means such agent or agents, including any standby remarketing agent (each a "Standby Remarketing Agent"), as the Company may appoint from time to time for the purpose of remarketing of the Notes, as set forth in the remarketing agreement which the Company shall enter into prior to the remarketing of such Notes.

"Special Interest Rate" means the rate of interest equal to the rate per annum announced by Citibank, N.A., or such other nationally recognized bank located in the United States as the Company may select, as its prime lending rate.

"Special Mandatory Purchase" means the obligation of the Company (or, if applicable, a Liquidity Provider) to purchase Notes not successfully remarketed by the Remarketing Agent and the applicable Standby Remarketing Agent(s) by 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date.

"Spread" means, with respect to any Note, the number of basis points to be added to or subtracted from the related Interest Rate Basis or Bases applicable to an Interest Rate Period for such Note.

"Spread Multiplier" means the percentage of the related Interest Rate Basis or Bases applicable to an Interest Rate Period by which such Interest Rate Basis or Bases will be multiplied to determine the applicable interest rate from time to time for an Interest Rate Period.

"Standby Note Purchase Agreement" means the agreement, which the Company may, at its option, enter into from time to time with a Liquidity Provider for the purpose of purchasing unremarketed Notes.

"Weekly Rate Period" means a Commercial Paper Term Period with an Interest Rate Period of generally seven days.

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

ARTICLE TWO

TITLE, RANKING AND TERMS OF THE NOTES

Section 201. Title and Ranking of the Notes. This Second Supplemental Indenture hereby establishes a series of senior Securities designated as the "Remarketed Notes, 1998 Series B" of the Company (referred to herein as the "Notes"), and shall rank equally with each other and all other senior and unsubordinated indebtedness of the Company. For purposes of the Original Indenture, the Notes shall constitute a single series of Securities.

Section 202. Variations in Terms of Notes. Subject to the terms and conditions set forth in the Original Indenture and in this Second Supplemental Indenture, the terms of any particular Note may vary from the terms of any other Note as contemplated by Section 301. of the Original Indenture, and the terms for a particular Note will be set forth in such Note as delivered to the Trustee or an Authenticating Agent for authentication pursuant to Section
303. of the Original Indenture.

Section 203. Amount and Denominations; DTC. The aggregate principal amount of Notes that may be issued under this Second Supplemental Indenture is limited to $300,000,000.

The Notes shall be issuable only in fully registered form and will initially be registered in the name of The Depository Trust Company, as depositary ("DTC"), or its nominee who is hereby designated as "U.S. Depositary" under the Original Indenture. The authorized denominations of Notes shall be $100,000 and integral multiples of $1,000 in excess thereof.

Section 204. Interest, Interest Rates and Interest Rate Modes. The Notes will initially bear interest at the Initial Interest Rate as set forth on Annex A thereof for the Initial Interest Rate Period. Thereafter, each Note at the option of the Company will bear interest in the Commercial Paper Term Mode, the Long Term Rate Mode or the MAPS Mode. Each Note may bear interest for designated Interest Rate Periods in the same or a different Interest Rate Mode from other Notes. The interest rate for the Notes will be established periodically as described herein by the applicable Remarketing Agent.

Interest will be payable on any Note at Maturity and (i) in the Initial Interest Rate Period, on the date or dates set forth on Annex A thereto; (ii) for any Interest Rate Period in the

Commercial Paper Term Mode, on the Interest Rate Adjustment Date commencing the next succeeding Interest Rate Period for such Note and on such other dates (if any) as will be established upon conversion of such Note to the Commercial Paper Term Mode or upon remarketing of the Note in a new Interest Rate Period in the Commercial Paper Term Mode and set forth in the applicable Note; and (iii) in the Long Term Rate Mode or MAPS Mode, no less frequently than semiannually on such dates as will be established upon conversion of such Note to the Long Term Rate Mode or the MAPS Mode (or upon remarketing of the Note in a new Interest Rate Period in the Long Term Rate Mode or the MAPS Mode, as the case may be) and set forth in the applicable Note in the case of a fixed interest rate, or as described below under "Floating Interest Rates" in the case of a floating interest rate, and on the Interest Rate Adjustment Date commencing the next succeeding Interest Rate Period. Such interest will be payable to the Holder thereof as of the related Record Date, which, for any Note (x) in the Initial Interest Rate Period, is the date or dates set for therein; (y) in the Commercial Paper Term Mode, is the Business Day prior to the related Interest Payment Date; and (z) bearing interest in the Long Term Rate Mode or the MAPS Mode, is 15 days prior to the related Interest Payment Date. Except as provided below under "Floating Interest Rates," if any Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day. Interest on Notes bearing interest in the Commercial Paper Term Mode or at a floating interest rate during an Interest Rate Period in the Long Term Rate Mode or the MAPS Mode will be computed on the basis of actual days elapsed over 360; provided that, if an applicable Interest Rate Basis is the CMT Rate or Treasury Rate (each as defined below), interest will be computed on the basis of actual days elapsed over the actual number of days in the year. Interest on Notes bearing interest at a fixed rate in the Long Term Rate Mode or MAPS Mode will be computed on the basis of a year of 360 days consisting of twelve 30-day months. Interest on Notes at the Initial Interest Rate will be computed on the basis of a year of 360 days consisting of twelve 30-day months.

Determination of Interest Rates.

General. The interest rate and, in the case of a floating interest rate, the Spread (if any) and the Spread Multiplier (if any) for any Note will be established by the applicable Remarketing Agent in a remarketing as described in Section 207 hereof or otherwise not later than each Interest Rate Adjustment Date for such Note as the minimum rate of interest and, in the case of a floating interest rate, Spread (if any) and Spread Multiplier (if any) necessary in the judgment of such Remarketing Agent to produce a par bid in the secondary market for such Note on the date the interest rate is established. Such rate will be effective for the next succeeding Interest Rate Period for such Note commencing on such Interest Rate Adjustment Date.

In the event that (i) the applicable Remarketing Agent has been removed or has resigned and no successor has been appointed, or (ii) such Remarketing Agent has failed to announce the appropriate interest rate, Spread, if any, or Spread Multiplier, if any, as the case may be, on the Interest Rate Adjustment Date for any Note for whatever reason, or (iii) the appropriate interest rate, Spread, if any, or Spread Multiplier, if any, as the case may be, or Interest Rate Period cannot be determined for any Note for whatever reason, then such Note shall be automatically converted to the Commercial Paper Term Mode with a Weekly Rate Period,

determined as provided below under "Interest Rate Modes - Commercial Paper Term Period", and the rate of interest thereon shall be equal to the Special Interest Rate.

The Trustee shall, upon request of any Beneficial Owner of a Note, advise such Beneficial Owner or the applicable Remarketing Agent of the interest rate and, in the case of a floating interest rate, the Interest Rate Basis or Bases, Spread (if any) and Spread Multiplier (if any), and in each case the other terms applicable to such Beneficial Owner's Notes for the next Interest Rate Period. Neither the Trustee nor the Company will otherwise be required to advise Beneficial Owners of the applicable interest rate. The interest rate and other terms announced by the Remarketing Agent, absent manifest error, will be binding and conclusive upon the Beneficial Owners, the Company and the Trustee.

Floating Interest Rates.

While any Note bears interest in the Long Term Rate Mode or the MAPS Mode (with respect to the period from, and including, the Interest Rate Adjustment Date commencing such period to, but excluding, the MAPS Remarketing Date), the Company may elect a floating interest rate by providing notice, which will be in or promptly confirmed in writing (which includes facsimile or appropriate electronic media), received by the Trustee and the Remarketing Agent for such Note (the "Floating Interest Rate Notice") not less than ten (10) days prior to the Interest Rate Adjustment Date for such Long Term Rate Period or MAPS Rate Period. The Floating Interest Rate Notice must identify by CUSIP number or otherwise the portion of the Note to which it relates and state the Interest Rate Period (or portion thereof, in the case of the MAPS Mode) therefor to which it relates. Each Floating Interest Rate Notice must also state the Interest Rate Basis or Bases, the Initial Interest Reset Date, the Interest Reset Period and Dates, the Interest Payment Period and Dates, the Index Maturity and the Floating Rate Maximum Interest Rate and/or Floating Rate Minimum Interest Rate, if any. If one or more of the applicable Interest Rate Bases is LIBOR or the CMT Rate, the Floating Interest Rate Notice shall also specify the Index Currency and Designated LIBOR Page or the Designated CMT Maturity Index and Designated CMT Telerate Page, respectively.

If any Note bears interest at a floating rate in a Long Term Rate Period or MAPS Rate Period, such Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, specified by the Remarketing Agent, in the case of a Long Term Rate Period, or the MAPS Agent, in the case of a MAPS Rate Period, and recorded in Annex A to such Note. Commencing on the Interest Rate Adjustment Date for such Interest Rate Period, the rate at which interest on such Note shall be payable shall be reset as of each Interest Reset Date during such Interest Rate Period specified in the applicable Floating Interest Rate Notice.

The applicable floating interest rate on any Note during any Interest Rate Period will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may include (i) the CD Rate, (ii) the CMT Rate, (iii) the Federal Funds Rate, (iv) LIBOR, (v) the Prime Rate, (vi) the Treasury Rate, or (vii) such other Interest Rate Basis or interest rate formula as may be specified in the applicable Floating Interest Rate Notice (each, an "Interest Rate Basis").

Unless otherwise specified in the applicable Floating Interest Rate Notice, the interest rate with respect to each Interest Rate Basis will be determined in accordance with the applicable provisions below. Except as set forth above or in the applicable Floating Interest Rate Notice, the interest rate in effect on each day shall be (i) if such day is an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding the most recent Interest Reset Date. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date will be postponed to the next succeeding Business Day, unless LIBOR is an applicable Interest Rate Basis and such Business Day falls in the next succeeding calendar month, in which case such Interest Reset Date will be the immediately preceding Business Day. In addition, if the Treasury Rate is an applicable Interest Rate Basis and the Interest Determination Date would otherwise fall on an Interest Reset Date, then such Interest Reset Date will be postponed to the next succeeding Business Day.

The applicable Floating Interest Rate Notice will specify whether the rate of interest will be reset daily, weekly, monthly, quarterly, semiannually or annually or on such other specified basis (each, an "Interest Reset Period") and the dates on which such rate of interest will be reset (each, an "Interest Reset Date"). Unless otherwise specified in the applicable Floating Interest Rate Notice, the Interest Reset Dates will be, in the case of a floating interest rate which resets: (i) daily, each Business Day; (ii) weekly, the Wednesday of each week (unless the Treasury Rate is an applicable Interest Rate Basis, in which case the Tuesday of each week except as described below);
(iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year, (v) semiannually, the third Wednesday of the two months specified in the applicable Floating Interest Rate Notice; and (vi) annually, the third Wednesday of the month specified in the applicable Floating Interest Rate Notice.

The interest rate applicable to each Interest Reset Period commencing on the related Interest Reset Date will be the rate determined as of the applicable Interest Determination Date. The "Interest Determination Date" with respect to the CD Rate, the CMT Rate, the Federal Funds Rate and the Prime Rate will be the second Business Day immediately preceding the applicable Interest Reset Date; and the "Interest Determination Date" with respect to LIBOR shall be the second London Business Day immediately preceding the applicable Interest Reset Date, unless the Index Currency is British pounds sterling, in which case the "Interest Determination Date" will be the applicable Interest Reset Date. The "Interest Determination Date" with respect to the Treasury Rate shall be the day in the week in which the applicable Interest Reset Date falls on which day Treasury Bills (as defined below) are normally auctioned (Treasury Bills are normally sold at an auction held on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday); provided, however, that if an auction is held on the Friday of the week preceding the applicable Interest Reset Date, the "Interest Determination Date" shall be such preceding Friday. If the interest rate of any Note is a floating interest rate determined with reference to two or more Interest Rate Bases specified in the applicable Floating Interest Rate Notice, the "Interest Determination Date" pertaining to the Note shall be the most recent Business Day which is at least two Business Days prior to the applicable Interest Reset Date on which each Interest Rate Basis is determinable. Each Interest Rate Basis

shall be determined as of such date, and the applicable interest rate shall take effect on the related Interest Reset Date.

Either or both of the following may also apply to the floating interest rate on any Note for an Interest Rate Period: (i) a floating rate maximum interest rate, or ceiling, that may accrue during any Interest Reset Period (the "Floating Rate Maximum Interest Rate") and (ii) a floating rate minimum interest rate, or floor, that may accrue during any Interest Reset Period (the "Floating Rate Minimum Interest Rate"). In addition to any Floating Rate Maximum Interest Rate that may apply, the interest rate on any Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States laws of general application.

Except as provided below or in the applicable Floating Interest Rate Notice, interest will be payable, in the case of floating interest rates which reset: (i) daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the applicable Floating Interest Rate Notice; (ii) quarterly, on the third Wednesday of March, June, September and December of each year; (iii) semiannually, on the third Wednesday of the two months of each year specified in the applicable Floating Interest Rate Notice; and (iv) annually, on the third Wednesday of the month of each year specified in the applicable Floating Interest Rate Notice and, in each case, on the Business Day immediately following the applicable Long Term Rate Period or MAPS Rate Period, as the case may be. If any Interest Payment Date for the payment of interest at a floating rate (other than following the end of the applicable Long Term Rate Period or MAPS Rate Period, as the case may be) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day, except that if LIBOR is an applicable Interest Rate Basis and such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day.

All percentages resulting from any calculation of floating interest rates will be rounded to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation will be rounded, in the case of United States dollars, to the nearest cent or, in the case of a foreign currency or composite currency, to the nearest unit (with one-half cent or unit being rounded upwards).

Accrued floating rate interest will be calculated by multiplying the principal amount of the applicable Note by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factor calculated for each day in the applicable Interest Reset Period. Unless otherwise specified in the applicable Floating Interest Rate Notice, the interest factor for each such day will be computed by dividing the interest rate applicable to such day by 360, if an applicable Interest Rate Basis is the CD Rate, the Federal Funds Rate, LIBOR or the Prime Rate, or by the actual number of days in the year if an applicable Interest Rate Basis is the CMT Rate or the Treasury Rate. Unless otherwise specified in the applicable Floating Interest Rate Notice, if the floating interest rate is calculated with reference to two or more Interest Rate Bases, the interest factor will be calculated in each period in the same manner as if only one of

the applicable Interest Rate Bases applied as specified in the applicable Floating Interest Rate Notice.

Unless otherwise specified in the applicable Floating Interest Rate Notice, The Bank of New York will be the "Calculation Agent." For any Remarketed Note bearing interest at a floating rate, the applicable Remarketing Agent will determine the interest rate in effect from the Interest Rate Adjustment Date for such Remarketed Note to the Initial Interest Reset Date. The Calculation Agent will determine the interest rate in effect for each Interest Reset Period thereafter. Upon request of the Beneficial Owner of a Note, after any Interest Rate Adjustment Date, the Calculation Agent or the Remarketing Agent shall disclose the interest rate and, in the case of a floating interest rate, Interest Rate Basis or Bases, Spread (if any) and Spread Multiplier (if any), and in each case the other terms applicable to such Note then in effect and, if determined, the interest rate that will become effective as a result of a determination made for the next succeeding Interest Reset Date with respect to such Note. Except as described herein with respect to a Note earning interest at floating rates, no notice of the applicable interest rate, Spread (if any) or Spread Multiplier (if any) shall be sent to the Beneficial Owner of any Note.

Unless otherwise specified in the applicable Floating Interest Rate Notice, the "Calculation Date", if applicable, pertaining to any Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day immediately preceding the applicable Interest Payment Date or Maturity, as the case may be.

CD Rate. If an Interest Rate Basis for any Note is specified in the applicable Floating Interest Rate Notice as the "CD Rate," the CD Rate means with respect to any Interest Determination Date relating to a Note for which the interest rate is determined with reference to the CD Rate (a "CD Rate Interest Determination Date"), the rate on such date for negotiable United States dollar certificates of deposit having the Index Maturity specified in the applicable Floating Interest Rate Notice as published in ("H.15(519)" (as hereinafter defined)) under the heading "CDs (Secondary Market)," or, if not published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such CD Rate Interest Determination Date for negotiable United States dollar certificates of deposit of the Index Maturity specified in the applicable Floating Interest Rate Notice as published in H.15 Daily Update (as hereinafter defined), or such other recognized electronic source used for the purpose of displaying such rate under the caption "CDs (secondary market)". If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the CD Rate on such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers in negotiable United States dollar certificates of deposit in The City of New York (which may include the Remarketing Agent or its affiliates) selected by the Calculation Agent, after consultation with the Company, for negotiable United States dollars certificates of deposit of major United States money center banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified in the applicable Floating Interest Rate Notice in an amount that is representative for a single transaction in that market at that time; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of such CD Rate

Interest Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

"H.15(519)" means the weekly statistical release designated as such, or any successor publication published by the Board of Governors of the Federal Reserve System.

"H.15 Daily Update" means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any successor site or publication.

CMT Rate. If an Interest Rate Basis for any Note is specified in the applicable Floating Interest Rate Notice as the "CMT Rate," the CMT Rate means, with respect to any Interest Determination Date relating to a Note for which the interest is determined with reference to the CMT Rate (a "CMT Rate Interest Determination Date"), the rate displayed on the Designated CMT Telerate Page (as defined below) under the caption "...Treasury Constant Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45 P.M.," under the column for the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is 7051, the rate on such CMT Rate Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the weekly or monthly average, as specified in the Floating Interest Rate Notice, for the week or the month, as applicable, ended immediately preceding the week in which the related CMT Rate Interest Determination Date occurs. If such rate is no longer displayed on the relevant page or is not displayed by 3:00 p.m., New York City time, on the related Calculation Date, then the CMT Rate for such CMT Rate Interest Determination Date will be such treasury constant maturity rate for the Designated CMT Maturity Index as published in H.15(519). If such rate is no longer published or is not published by 3:00 p.m., New York City time, on the related Calculation Date, then the CMT Rate on such CMT Rate Interest Determination Date will be such treasury constant maturity rate for the Designated CMT Maturity Index (or other United States Treasury rate for the Designated CMT Maturity Index) for the CMT Rate Interest Determination Date with respect to such Interest Reset Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in H.15(519). If such information is not provided by 3:00 p.m., New York City time, on the related Calculation Date, then the CMT Rate on the CMT Rate Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date reported, according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in The City of New York (which may include the Remarketing Agent or its affiliates) selected by the Calculation Agent after consultation with the Company (from five such Reference Dealers selected by the Calculation Agent, after consultation with the Company, and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Notes") with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year. If the Calculation Agent is unable to obtain three such Treasury Note quotations, the CMT Rate on such CMT Rate

Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offer side prices as of approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent, after consultation with the Company, and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least U.S.$100 million. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers so selected by the Calculation Agent, after consultation with the Company, are quoting as mentioned herein, the CMT Rate determined as of such CMT Rate Interest Determination Date will be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two Treasury Notes with an original maturity as described in the second preceding sentence have remaining terms to maturity equally close to the Designated CMT Maturity Index, the Calculation Agent, after consultation with the Company, will obtain from five Reference Dealers quotations for the Treasury Note with the shorter remaining term to maturity.

"Designated CMT Telerate Page" means the display on Bridge Telerate, Inc. (or any successor service) on the page specified in the applicable Floating Interest Rate Notice (or any other page as may replace such page on such service for the purpose of displaying Treasury Constant Maturities as reported in H.15(519)) for the purpose of displaying Treasury Constant Maturities as reported in H.15(519). If no such page is specified in the applicable Floating Interest Rate Notice, the Designated CMT Telerate Page shall be 7052 for the most recent week.

"Designated CMT Maturity Index" means the original period to maturity of the United States Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified in the applicable Floating Interest Rate Notice with respect to which the CMT Rate will be calculated. If no such maturity is specified in the applicable Floating Interest Rate Notice, the Designated CMT Maturity Index shall be 2 years.

Federal Funds Rate. If an Interest Rate Basis for any Note is specified in the applicable Floating Interest Rate Notice as the "Federal Funds Rate," the Federal Funds Rate means, with respect to any Interest Determination Date relating to a Note for which the interest rate is determined with reference to the Federal Funds Rate (a "Federal Funds Rate Interest Determination Date"), the rate on such date for United States dollar federal funds as published in H.15(519) under the heading "Federal Funds (Effective)" as such rate is displayed on Bridge Telerate, Inc. (or any successor service) on page 120 ("Telerate Page 120") or, if such rate does not appear on Telerate Page 120 or is not published by 3:00 p.m., New York City time, on the Calculation Date, the rate on such Federal Funds Rate Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the heading "Federal Funds (Effective)." If such rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal Funds Rate on such Federal

Funds Rate Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York (which may include the Remarketing Agent or its affiliates) selected by the Calculation Agent after consultation with the Company, prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date.

LIBOR. If an Interest Rate Basis for any Note is specified in the applicable Floating Interest Rate Notice as "LIBOR," LIBOR means the rate determined by the Calculation Agent as of the applicable Interest Determination Date (a "LIBOR Interest Determination Date") in accordance with the following provisions:

(i) if(a) "LIBOR Reuters" is specified in the applicable Floating Interest Rate Notice, the arithmetic mean of the offered rates (unless the Designated LIBOR Page (as defined below) by its terms provides only for a single rate, in which case such single rate will be used) for deposits in the Index Currency having the Index Maturity specified in the applicable Floating Interest Rate Notice, commencing on the applicable Interest Reset Date, that appear (or, if only a single rate is required as aforesaid, appears) on the Designated LIBOR Page as of 11:00 a.m., London time, on such LIBOR Interest Determination Date, or (b) "LIBOR Telerate" is specified in the applicable Floating Interest Rate Notice, or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the applicable Floating Interest Rate Notice as the method for calculating LIBOR, the rate for deposits in the Index Currency having the Index Maturity specified in the applicable Floating Interest Rate Notice, commencing on such Interest Reset Date, that appears on the Designated LIBOR Page as of 11:00 a.m., London time, on such LIBOR Interest Determination Date. If fewer than two such offered rates appear, or if no such rate appears, as applicable, LIBOR on such LIBOR Interest Determination Date shall be determined in accordance with the provisions described in clause (ii) below.

(ii) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the Designated LIBOR Page as specified in clause (i) above, the Calculation Agent shall request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, after consultation with the Company, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity specified in the applicable Floating Interest Rate Notice, commencing on the applicable Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time. If at least two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the applicable Principal Financial Center, on such LIBOR Interest Determination Date by three major banks in such Principal Financial Center selected by the Calculation Agent, after consultation with the Company, for loans in the

Index Currency to leading European banks, having the Index Maturity specified in the applicable Floating Interest Rate Notice and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date shall be LIBOR in effect on such LIBOR Interest Determination Date.

"Index Currency" means the currency or composite currency specified in the applicable Floating Interest Rate Notice as to which LIBOR shall be calculated. If no such currency or composite currency is specified in the applicable Floating Interest Rate Notice, the Index Currency shall be United States dollars.

"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified in the applicable Floating Interest Rate Notice, the display on the Reuter Monitor Money Rates Service (or any successor service) on the page specified in such Floating Interest Rate Notice (or on any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for the Index Currency, or (b) if "LIBOR Telerate" is specified in the applicable Floating Interest Rate Notice or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the applicable Floating Interest Rate Notice as the method for calculating LIBOR, the display on Bridge Telerate, Inc. (or any successor service) on the page specified in such Floating Interest Rate Notice (or on any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for the Index Currency.

Prime Rate. If an Interest Rate Basis for any Note is specified in the applicable Floating Interest Rate Notice as the "Prime Rate," the Prime Rate means, with respect to any Interest Determination Date relating to a Note for which the interest rate is determined with reference to the Prime Rate (a "Prime Rate Interest Determination Date"), the rate on such date as such rate is published in H.15(519) under the heading "Bank Prime Loan," or, if not published prior to 3:00 p.m., New York City time, on the related Calculation Date, the rate on such Prime Rate Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "Bank Prime Loan." If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Prime Rate shall be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen U.S. PRIME 1 Page (as defined below) as such bank's prime rate or base lending rate as in effect for such Prime Rate Interest Determination Date. If fewer than four such rates so appear on the Reuters Screen U.S. PRIME 1 Page for such Prime Rate Interest Determination Date, the Prime Rate shall be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three major banks (which may include The Bank of New York) in The City of New York selected by the Calculation Agent, after consultation with the Company; provided, however, that if the banks or trust companies so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate determined as of such Prime Rate Interest Determination Date will be the Prime Rate in effect on such Prime Rate Interest Determination Date.

"Reuters Screen U.S. PRIME 1 Page" means the display on the Reuter Monitor Money Rates Service (or any successor service) on the "USPRIME1" page (or such other page as may replace the USPRIME1 page on such service) for the purpose of displaying prime rates or base lending rates of major United States banks.

Treasury Rate. If an Interest Rate Basis for any Note is specified in the applicable Floating Interest Rate Notice as the "Treasury Rate," the Treasury Rate means, with respect to any Interest Determination Date relating to a Note for which the interest rate is determined with reference to the Treasury Rate (a "Treasury Rate Interest Determination Date"), as the rate from the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified in the applicable Floating Interest Rate Notice, under the caption "AVGE INVEST YIELD" on the display on Bridge Telerate, Inc. (or any successor service) on page 56 or page 57 or, if not published by 3:00
p.m., New York City time, on the related Calculation Date, the auction average rate of such Treasury Bills (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of Treasury. In the event that the results of the Auction of Treasury Bills having the Index Maturity specified in the applicable Floating Interest Rate Notice are not reported as provided above by 3:00 p.m., New York City time, on such Calculation Date, or if no such Auction is held, then the Treasury Rate will be the rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) on such Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified in the applicable Floating Interest Rate Notice as published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market" or, if not yet published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source, then the Treasury Rate will be calculated by the Calculation Agent and will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Treasury Rate Interest Determination Date, of three primary United States government securities dealers (which may include the Remarketing Agent or its affiliates) selected by the Calculation Agent, after consultation with the Company, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in the applicable Floating Interest Rate Notice; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Interest Rate Modes.

Commercial Paper Term Mode. The Interest Rate Period for any Note in the Commercial Paper Term Mode shall be a period of not less than one nor more than 364 consecutive calendar days, as determined by the Company (as described below in Section 205) or, if not so determined, by the Remarketing Agent for (a "Commercial Paper Term Period")

such Note (in its best judgment in order to obtain the lowest interest cost for such Note). Each Commercial Paper Term Period will commence on the Interest Rate Adjustment Date therefor and end on the day preceding the date specified by such Remarketing Agent as the first day of the next Interest Rate Period for such Note. A "Weekly Rate Period" is a Commercial Paper Term Period and will be a period of seven days commencing on any Interest Rate Adjustment Date and ending on the day preceding the first day of the next Interest Rate Period for such Note. The interest rate for any Commercial Paper Term Period relating to a Note will be determined not later than 11:50 a.m., New York City time, on the Interest Rate Adjustment Date for such Note (subject to Section 207), which is the first day of each Interest Rate Period for such Note.

Long Term Rate Mode. The Interest Rate Period for any Note in the Long Term Rate Mode will be established by the Company (as described in
Section 205 below) as a period of more than 364 days and not exceeding the remaining term to the Stated Maturity of such Note; provided, however, that such Interest Rate Period must end on the day prior to an Interest Payment Date for such Note; and provided further that, if so provided in a Note in the Long Term Rate Mode and specified at the time of remarketing into a Long Term Rate Period, the Company may shorten the Interest Rate Period and provide for payment of a premium, if any, in respect thereof for any such Note upon written notice to the Remarketing Agent and the Trustee not less than thirty (30) days prior to the date upon which such shortened Interest Rate Period shall expire. Promptly upon receipt of such notice and, in any case, not later than the close of business on such date, the Trustee will transmit such information to DTC in accordance with DTC's procedures as in effect from time to time. In such case, the next Interest Rate Adjustment Date otherwise set forth in such Note shall instead be the Business Day immediately following the expiration of such Interest Rate Period. The interest rate, or Spread (if any) and Spread Multiplier (if any) for any Note in the Long Term Rate Mode will be determined not later than 11:50 a.m., New York City time, on the Interest Rate Adjustment Date for such Notes (subject to Section 207), which is the first day of the Interest Rate Period for such Note.

If any Note is subject to early remarketing as provided above, the Interest Rate Period may be shortened by the Company to end on any date on or after the Initial Early Remarketing Date, if any, specified in the Note, upon prior written notice as provided above. On or after the Initial Early Remarketing Date, if any, on the Interest Rate Adjustment Date relating to such shortened Interest Rate Period for such Note, the Company will pay a premium to the tendering Beneficial Owner of the Note, together with accrued interest, if any, thereon at the applicable rate payable to such Interest Rate Adjustment Date. Unless otherwise specified in the Note, the premium shall be an amount equal to the Initial Early Remarketing Premium specified therein (as adjusted by the Annual Early Remarketing Premium Percentage Reduction specified therein, if applicable), multiplied by the principal amount of the Note subject to early remarketing. The Initial Early Remarketing Premium, if any, shall decline at each anniversary of the Initial Early Remarketing Date by an amount equal to the applicable Annual Early Remarketing Premium Percentage Reduction, if any, specified in the Note until the premium is equal to 0.

MAPS Mode. So long as any Notes are in the MAPS Mode, the provisions set forth in Article Two applicable to the remarketing of Notes generally shall apply to such Notes only to the extent expressly provided in Article Three.

The Interest Rate Period for any Note in the MAPS Mode will be established by the Company (as described in Section 205 below) as a period of more than 364 days and not exceeding the remaining term to the Stated Maturity of such Note; provided, however, that such Interest Rate Period must end on the day prior to an Interest Payment Date for such Note. The MAPS Rate Period shall consist of the period from and including the Interest Rate Adjustment Date commencing such Interest Rate Period to and excluding the MAPS Remarketing Date and the period from and including the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, as described in Article Three and subject to the conditions therein and otherwise herein described. The interest rate and, in the case of a floating interest rate, the Spread, if any, and the Spread Multiplier, if any, to the MAPS Remarketing Date for any Note in the MAPS Mode will be determined not later than 11:50 a.m., New York City time, on the Interest Rate Adjustment Date for such Note, which for the MAPS Mode is the first day of the Interest Rate Period for such Note.

Section 205. Conversion. The Company may change the Interest Rate Mode or Interest Rate Period at its option in the manner described below.

(a) Conversion Between Commercial Paper Term Periods. Each Note in Commercial Paper Term Period may be remarketed into the same Interest Rate Period or converted at the option of the Company to a different Commercial Paper Term Period on any Interest Rate Adjustment Date for such Note upon receipt by the applicable Remarketing Agent and the Trustee of a Conversion Notice prior to 9:30 a.m., New York City time, or the remarketing of such Note, whichever later occurs, on such Interest Rate Adjustment Date.

(b) Conversion from the Commercial Paper Term Mode to the Long Term Rate Mode or the MAPS Mode. Each Note in the Commercial Paper Term may be converted at the option of the Company to the Long Term Rate Mode or the MAPS Mode on any Interest Rate Adjustment Date upon receipt not less than ten days prior to such Interest Rate Adjustment Date by the applicable Remarketing Agent and the Trustee of a Conversion Notice from the Company.

(c) Conversion Between Long Term Rate Periods or from the Long Term Rate Mode or the MAPS Mode to the Commercial Paper Term Mode or the MAPS Mode. Each Note in a Long Term Rate Period may be remarketed into the same Interest Rate Period or converted at the option of the Company to a different Long Term Rate Period or from the Long Term Rate Mode to the Commercial Paper Term Mode or the MAPS Mode, or from the MAPS Mode to a different MAPS Mode or to the Long Term Rate Mode or the Commercial Paper Term Mode, on any Interest Rate Adjustment Date for such Note upon receipt by the Trustee and the Remarketing Agent of a Conversion Notice from the Company not less than ten days prior to such Interest Rate Adjustment Date.

(d) Conversion Notice. Each Conversion Notice must state each Note to which it relates and the new Interest Rate Mode (if applicable), the new Interest Rate Period, the Conversion Date and, with respect to any Long Term Rate Period, any optional redemption or repayment terms for each such Note. If the Company revokes a Conversion Notice or the Trustee and the Remarketing Agent fail to receive a Conversion Notice from the Company by

the specified date in advance of the Interest Rate Adjustment Date for a Note, the Note shall be converted automatically to a Weekly Rate Period.

(e) Revocation or Change of Conversion Notice or Floating Interest Rate Notice. The Company may, upon written notice received by the Trustee and the applicable Remarketing Agent, revoke any Conversion Notice or Floating Interest Rate Notice or change the Interest Rate Mode to which such Conversion Notice relates or change any Floating Interest Rate Notice up to 9:30
a.m., New York City time, on the Conversion Date, subject to the provisions of subsection (f) below.

(f) Limitation on Conversion, Change of Conversion Notice or Floating Interest Rate Notice and Revocation. Notwithstanding the foregoing subsections (a), (b), (c), (d) and (e) the Company may not, without the consent of the applicable Remarketing Agent, convert any Note or revoke or change any Conversion Notice or Floating Interest Rate Notice at or after the time at which such Remarketing Agent has determined the interest rate, or Spread (if any) and Spread Multiplier (if any), for any Note being remarketed (i.e., the time at which such Note has been successfully remarketed, subject to settlement on the related Interest Rate Adjustment Date). The Remarketing Agent will advise the Company of indicative rates from time to time, or at any time upon the request of the Company, prior to making such determination of the interest rate, Spread or Spread Multiplier, as the case may be.

Section 206. Mandatory Tender of Notes. Each Note will be automatically tendered for purchase, or deemed tendered for purchase, on each Interest Rate Adjustment Date relating thereto. Notes will be purchased on the Interest Rate Adjustment Date relating thereto as described in Section 207. hereof.

Section 207. Remarketing. The interest rate on each Note will be established from time to time by each Remarketing Agent responsible for the remarketing thereof in accordance with the following procedures:

(a) Interest Rate Adjustment Date; Determination of Interest Rate. By 11:00 a.m., New York City time, on the Interest Rate Adjustment Date for any Note, the applicable Remarketing Agent will determine the interest rate for such Note being remarketed to the nearest one hundred-thousandth (0.00001) of one percent per annum for the next Interest Rate Period in the case of a fixed interest rate, and the Spread (if any) and Spread Multiplier (if any) in the case of a floating interest rate; provided, that between 11:00 a.m., New York City time, and 11:50 a.m., New York City time, the Remarketing Agent and the Standby Remarketing Agent(s), if any, shall use their reasonable efforts to determine the interest rate for any Notes not successfully remarketed as of the applicable deadline specified in this paragraph. In determining the applicable interest rate for such Note and other terms, such Remarketing Agent will, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable debt securities, (i) consider the principal amount of all Notes tendered or to be tendered on such date and the principal amount of such Notes prospective purchasers are or may be willing to purchase and (ii) contact, by telephone or otherwise, prospective purchasers and ascertain the interest rates therefor at which they would be willing to hold or purchase such Notes.

(b) Notification of Results; Settlement. By 12:30 p.m., New York City time, on the Interest Rate Adjustment Date for any Notes, the applicable Remarketing Agent will notify the Company and the Trustee in writing (which may include facsimile or other electronic transmission), of (i) the interest rate or, in the case of a floating interest rate, the initial interest rate, the Spread and Spread Multiplier and the Initial Interest Reset Date, applicable to such Notes for the next Interest Rate Period, (ii) the Interest Rate Adjustment Date, (iii) the Interest Payment Dates, for any Notes in the Commercial Paper Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate Mode or the MAPS Mode, (iv) the optional redemption terms, if any, and early remarketing terms, if any, in the case of a remarketing into a Long Term Rate Period, (v) the aggregate principal amount of tendered Notes and
(vi) the aggregate principal amount of such tendered Notes which such Remarketing Agent was able to remarket, at a price equal to 100% of the principal amount thereof plus accrued interest, if any. Immediately after receiving such notice, and in any case, not later than 1:30 p.m. New York City time, the Trustee will transmit such information and any other settlement information required by DTC to DTC in accordance with DTC's procedures as in effect from time to time.

By telephone at approximately 1:00 p.m., New York City time, on such Interest Rate Adjustment Date, the applicable Remarketing Agent will advise each purchaser of such Notes (or the DTC participant of each such purchaser who it is expected in turn will advise such purchaser) of the principal amount of such Notes that such purchaser is to purchase.

Each purchaser of Notes in a remarketing will be required to give instructions to its DTC participant to pay the purchase price therefor in same day funds to the applicable Remarketing Agent against delivery of the principal amount of such Notes by book-entry through DTC by 3:00 p.m., New York City time, on the Interest Rate Adjustment Date.

All tendered Notes will be automatically delivered to the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time), by book-entry through DTC against payment of the purchase price or redemption price therefor, on the Interest Rate Adjustment Date relating thereto.

The applicable Remarketing Agent will make, or cause the Trustee to make, payment to the DTC participant of each tendering Beneficial Owner of Notes subject to a remarketing, by book-entry through DTC by the close of business on the Interest Rate Adjustment Date against delivery through DTC of such Beneficial Owner's tendered Notes, of the purchase price for tendered Notes that have been sold in the remarketing. If any such Notes were purchased pursuant to a Special Mandatory Purchase, subject to receipt of funds from the Company or the Liquidity Provider, if any, as the case may be, the Trustee will make such payment of the purchase price of such Notes plus accrued interest, if any, to such date.

The transactions described above for a remarketing of any Notes will be executed on the Interest Rate Adjustment Date for such Notes through DTC in accordance with the procedures of DTC, and the accounts of the respective DTC participants will be debited and credited and such Notes delivered by book-entry as necessary to effect the purchases and sales thereof, in each case as determined in the related remarketing.

Except as otherwise set forth in Section 208 hereof, any Notes tendered in a remarketing will be purchased solely out of the proceeds received from purchasers of such Notes in such remarketing, and none of the Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent or the Company will be obligated to provide funds to make payment upon any Beneficial Owner's tender in a remarketing.

Although tendered Notes will be subject to purchase by a Remarketing Agent in a remarketing, such Remarketing Agent and any Standby Remarketing Agent will not be obligated to purchase any such Notes.

The settlement and remarketing procedures described above, including provisions for payment by purchasers of tendered Notes or for payment to selling Beneficial Owners of tendered Notes, may be modified to the extent required by DTC. In addition, each Remarketing Agent may, without the consent of the Holders of the Notes, modify the settlement and remarketing procedures set forth above in order to facilitate the settlement and remarketing process.

As long as DTC's nominee holds the certificates representing the Notes in the book-entry system of DTC, no certificates for such Notes will be delivered by any selling Beneficial Owner to reflect any transfer of Notes effected in any remarketing.

The Trustee shall confirm to DTC the interest rate for the following Interest Rate Period in accordance with DTC's procedures as in effect from time to time.

The interest rate announced by the applicable Remarketing Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners, the Company and the Trustee.

(c) Failed Remarketing. Notes not successfully remarketed will be subject to Special Mandatory Purchase by the Company (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes at a price equal to the outstanding principal amount thereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notes. In each case the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with the Trustee (or such other

account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date.

Section 208. Purchase and Redemption of Notes.

(a) Special Mandatory Purchase. If by 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date for any Notes, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed all such Notes, the Notes that are unremarketed are subject to Special Mandatory Purchase. Either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider (if any), will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of such unremarketed Notes, equal to 100% of the principal amount thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company hereby agrees to purchase such unremarketed Notes on such Interest Rate Adjustment Date. The Company hereby agrees to pay the accrued interest, if any, on such Notes by depositing sufficient same-day funds therefor in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date.

Failure by the Company to purchase Notes pursuant to a Special Mandatory Purchase in the manner provided in the Notes will constitute an Event of Default under the Original Indenture in which event the date of such failure shall constitute a date of Maturity for such Notes and the principal amount thereof may be declared due and payable in the manner and with the effect provided for in the Original Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, such Notes will bear interest at the Special Interest Rate as provided for in Section 204 hereof.

If the Company enters into a Standby Note Purchase Agreement with a Liquidity Provider, Notes purchased by the Liquidity Provider ("Purchased Notes") shall bear interest at the rates and be payable on the dates as may be agreed upon by the Company and the Liquidity Provider. Upon purchase of any Note by the Liquidity Provider, all interest accruing thereon from the last date for which interest was paid shall accrue for the benefit of and be payable to the Liquidity Provider. Unless an event of default under the Standby Note Purchase Agreement occurs, the applicable Remarketing Agent shall continue its remarketing efforts with respect to Purchased Notes until the earlier to occur of a successful remarketing of such Purchased Notes or the expiration of the Standby Note Purchase Agreement. In the event the Liquidity Provider holds Purchased Notes on the date the Standby Note Purchase Agreement expires, the Company will be required to purchase such Notes on such date at a purchase price equal to the principal amount thereof plus accrued interest thereon to the purchase date. Such Notes will remain outstanding and enjoy the benefits of the Original Indenture and this Second Supplemental Indenture until such time as the Company delivers the Notes to the Trustee for cancellation.

(b) Optional Redemption on any Interest Rate Adjustment Date. Each Note is subject to redemption at the option of the Company in whole or in part on any Interest Rate Adjustment Date, without notice to the Holders thereof, at a redemption price equal to the aggregate principal amount of such Notes to be redeemed plus accrued interest thereon to the redemption date.

(c) Redemption While Notes are in the Long Term Rate Mode. Any Notes in the Long Term Rate Mode are subject to redemption at the option of the Company at the times and upon the terms specified at the time of conversion to or within such Long Term Rate Mode.

(d) Notice of Redemption. In the case of any Note being redeemed on an Interest Rate Adjustment Date therefor, the Company shall give the applicable Remarketing Agent and the Trustee written notice of such redemption prior to the time the interest rate applicable to the next Interest Rate Period for such Note is established by such Remarketing Agent. In any other case, the Company shall give the Remarketing Agents and the Trustee written notice of redemption of any Note at least two Business Days prior to the date notice is required to be given to Holders. In addition, the Company shall give each Remarketing Agent with respect to any Note being repaid at the option of the Holder thereof and the Trustee notice as soon as practicable, and in any event not later than twelve Business Days prior to the next succeeding Interest Rate Adjustment Date therefor of each such Note which will be repaid by the Company at the option of the Holder thereof on or prior to such Interest Rate Adjustment Date. Each Remarketing Agent's obligation to remarket any Note shall terminate immediately upon receipt by it from the Company of any notice of redemption or repayment thereof.

(e) Allocation. Except in the case of a Special Mandatory Purchase, if the Notes are to be redeemed in part, DTC, after receiving notice of redemption specifying the aggregate principal amount of Notes to be so redeemed, will determine by lot (or otherwise in accordance with the procedures of DTC) the principal amount of such Notes to be redeemed from the account of each DTC participant. After making its determination as described above, DTC will give notice of such determination to each DTC participant from whose account such Notes are to be redeemed. Each such DTC participant, upon receipt of such notice, will in turn determine the principal amount of Notes to be redeemed from the accounts of the Beneficial Owners of such Notes for which it serves as DTC participant, and give notice of such determination to the Remarketing Agent.

Section 209. Form and Other Terms of the Notes.

(a) Attached hereto as Exhibit A is the form of Note, which form is hereby established as the form in which Notes may be issued bearing interest at the Initial Interest Rate or in the Commercial Paper Term Mode, the Long Term Rate Mode or the MAPS Mode. Annex A to Exhibit A is deemed to be a part of such Note and such Annex may be changed upon the mutual agreement of the Company and the Trustee to reflect changes occasioned by remarketings. The Notes will initially bear legends indicating that they have not been registered under the Securities Act of 1933, as amended, and restricting transfers thereof.

(b) Attached hereto as Exhibit B is a form of Liquidity Provider Note, which form is hereby established as a form in which Notes held by the Liquidity Provider may be

issued. The form of Liquidity Provider Note may be amended to reflect changes occasioned by remarketings upon the mutual agreement of the Company and the Trustee, but only with the consent of the applicable Administrative Agent.

(c) Subject to (a) and (b) above, any Note may be issued in such other form as may be provided by, or not inconsistent with, the terms of the Original Indenture and this First Supplemental Indenture.

ARTICLE THREE

THE MAPS MODE

Section 301. Applicability of Article. The provisions of this Article Three shall apply to any Note in the MAPS Mode. To the extent that any provision of this Article Three conflicts with any provision of Article Two, the provisions set forth in this Article Three shall govern.

Section 302. Interest To Remarketing Date. Each Note in the MAPS Mode shall bear interest at the annual interest rate established by the MAPS Agent from, and including the Interest Rate Adjustment Date commencing the Interest Rate Period for the MAPS Mode to, but excluding, the date (the "MAPS Remarketing Date") designated at such time by the MAPS Agent after consultation with the Company and set forth in Annex A to the applicable Note. Such interest rate will be the minimum rate of interest and, in the case of a floating interest rate, Spread (if any) and Spread Multiplier (if any) necessary in the judgment of such MAPS Agent to produce a par bid in the secondary market for such Note on the date the interest rate is established. The designated MAPS Remarketing Date shall be an Interest Payment Date within such Interest Rate Period.

Section 303. Tender; Remarketing. The MAPS Agent's obligations set forth herein shall be performed pursuant to the MAPS Remarketing Agreement.

(a) Mandatory Tender. Provided that the MAPS Agent gives notice to the Company and the Trustee on a Business Day not later than ten (10) days prior to the MAPS Remarketing Date of its intention to purchase the Notes for remarketing (the "Notification Date"), each Note shall be automatically tendered, or deemed tendered, to the MAPS Agent for remarketing on the MAPS Remarketing Date, except in the circumstances set forth in Section 304. The purchase price for the tendered Notes to be paid by the MAPS Agent shall equal 100% of the principal amount thereof. When the Notes are tendered for remarketing, the MAPS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS Agent at the time of each sale. From, and including, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes shall bear interest at the MAPS Interest Rate. If the MAPS Agent elects to remarket the Notes, the obligation of the MAPS Agent to purchase the Notes on the MAPS Remarketing Date is subject to, among other things, the conditions specified in the applicable MAPS Remarketing Agreement. If the MAPS Agent for any reason does not purchase all tendered Notes on the MAPS Remarketing Date or if the MAPS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS Remarketing Date, then as of such date the Notes will

cease to be in the MAPS Mode, the MAPS Remarketing Date will constitute an Interest Rate Adjustment Date, and the Notes may be subject to remarketing on such date by a Remarketing Agent appointed by the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company in accordance with the procedures set forth in Section 205 hereof, provided that, in such case, the notice period required for conversion shall be the lesser of ten (10) days and the period commencing the date that the MAPS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS Remarketing Date or fails to so purchase, as the case may be.

(b) Remarketing. The MAPS Interest Rate shall be established by the MAPS Agent in accordance with the following procedures:

(i) The MAPS Interest Rate. Subject to the MAPS Agent's election to remarket the Notes as provided in subsection (a) above, the MAPS Interest Rate shall be determined by the MAPS Agent by 3:30 p.m., New York City time, on the third Business Day preceding the MAPS Remarketing Date (the "Determination Date") to the nearest one hundred-thousandth (0.00001) of one percent per annum, and shall be equal to the Base Rate established by the MAPS Agent, after consultation with the Company, at or prior to the commencement of the MAPS Mode (the "Base Rate"), plus the Applicable Spread (as defined below), which will be based on the Dollar Price (as defined below) of the Notes.

The "Applicable Spread" will be the lowest bid indication, expressed as a spread (in the form of a percentage or in basis points) above the Base Rate, obtained by the MAPS Agent on the Determination Date from the bids quoted by up to five Reference Corporate Dealers (as defined below) for the full aggregate principal amount of the Notes at the Dollar Price, but assuming (i) an issue date equal to the MAPS Remarketing Date, with settlement on such date without accrued interest, (ii) a maturity date equal to the next succeeding Interest Adjustment Date of the Notes and (iii) a stated annual interest rate, payable semiannually on each Interest Payment Date, equal to the Base Rate plus the spread bid by the applicable Reference Corporate Dealer. If fewer than five Reference Corporate Dealers bid as set forth in this subsection (b)(i) of
Section 303, then the Applicable Spread shall be the lowest of such bid indications obtained as set forth in this subsection (b)(i) of Section 303. The MAPS Interest Rate announced by the MAPS Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners and Holders of the Notes, the Company and the Trustee.

"Dollar Price" shall mean, with respect to the Notes, the present value determined by the MAPS Agent, as of the MAPS Remarketing Date, of the Remaining Scheduled Payments (as defined below) discounted to the MAPS Remarketing Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (as defined below).

"Reference Corporate Dealers" means such Reference Corporate Dealers as shall be appointed by the MAPS Agent after consultation with the Company.

"Treasury Rate" shall mean, with respect to the MAPS Remarketing Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) yield to maturity of the Comparable Treasury Issues (as defined below), assuming a price

for the Comparable Treasury Issues (expressed as a percentage of its principal amount), equal to the Comparable Treasury Price (as defined below) for such MAPS Remarketing Date.

"Comparable Treasury Issues" shall mean the United States Treasury security or securities selected by the MAPS Agent as having an actual or interpolated maturity or maturities comparable or applicable to the remaining term to the next succeeding Interest Adjustment Date of the Notes being purchased.

"Comparable Treasury Price" means, with respect to the MAPS Remarketing Date, (a) the offer prices for the Comparable Treasury Issues (expressed in each case as a percentage of its principal amount) on the Determination Date, as set forth on "Telerate Page 500" (or such other page as may replace Telerate Page 500) or (b) if such page (or any successor page) is not displayed or does not contain such offer prices on such Determination Date,
(i) the average of the Reference Treasury Dealer Quotations (as defined below) for such MAPS Remarketing Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the MAPS Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. "Telerate Page 500" means the display designated as "Telerate Page 500" on Bridge Telerate, Inc. (or such other page as may replace Telerate Page 500 on such service) or such other service displaying the offer prices specified in (a) above as may replace Bridge Telerate, Inc..

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and the MAPS Remarketing Date, the offer prices for the Comparable Treasury Issues (expressed in each case as a percentage of its principal amount) quoted in writing to the MAPS Agent by such Reference Treasury Dealer by 3:30 p.m. New York City time, on the Determination Date.

"Reference Treasury Dealer" means such Reference Treasury Dealers as shall be appointed by the MAPS Agent after consultation with the Company.

"Remaining Scheduled Payments" shall mean, with respect to the Notes, the remaining scheduled payments of the principal thereof and interest thereon, calculated at the Base Rate only, that would be due after the MAPS Remarketing Date to and including the next succeeding Interest Adjustment Date as determined by the MAPS Agent.

(ii) Notification of Results; Settlement. Provided the MAPS Agent has previously notified the Company and the Trustee on the Notification Date of its intention to purchase all tendered Notes on the MAPS Remarketing Date, the MAPS Agent shall notify the Company, the Trustee and DTC by telephone, confirmed in writing, by 4:00 p.m., New York City time, on the Determination Date, of the MAPS Interest Rate.

All of the tendered Notes shall be automatically delivered to the account of the Trustee, by book-entry through DTC pending payment of the purchase price therefor, on the MAPS Remarketing Date.

In the event that the MAPS Agent purchases the tendered Notes on the MAPS Remarketing Date, the MAPS Agent shall make or cause the Trustee to make payment to the DTC Participant of each tendering Beneficial Owner of Notes, by book-entry through DTC by

the close of business on the MAPS Remarketing Date against delivery through DTC of such Beneficial Owner's tendered Notes, of 100% of the principal amount of the tendered Notes that have been purchased for remarketing by the MAPS Agent. If the MAPS Agent does not purchase all of the Notes on the MAPS Remarketing Date, the Company may attempt to convert the Notes to a new Interest Rate Mode; the interest will be determined as provided above in Section 204 and settlement will be effected as described above in Section 207(b) or Section 207(c), as the case may be. In any case, the Company shall make or cause the Trustee to make payment of interest to each Beneficial Owner of Notes due on the MAPS Remarketing Date by book-entry through DTC by the close of business on the MAPS Remarketing Date.

The transactions set forth in this Section 303 shall be executed on the MAPS Remarketing Date through DTC in accordance with the procedures of DTC, and the accounts of the respective DTC participants will be debited and credited and the Notes delivered by book-entry as necessary to effect the purchases and sales thereof.

Transactions involving the sale and purchase of Notes remarketed by the MAPS Agent on and after the MAPS Remarketing Date will settle in immediately available funds through DTC's Same-Day Funds Settlement System.

The tender and settlement procedures set forth above, including provisions for payment by purchasers of Notes in the remarketing or for payment to selling Beneficial Owners of tendered Notes, may be modified to the extent required by DTC or to the extent required to facilitate the tender and remarketing of Notes in certificated form, if the book-entry system is no longer available for the Notes at the time of the remarketing. In addition, the MAPS Agent may, without the consent of the Holders of the Notes, modify the settlement procedures set forth above in order to facilitate the tender and settlement process.

As long as DTC's nominee holds the certificates representing any Notes in the book-entry system of DTC, no certificates for such Notes will be delivered by any selling Beneficial Owner to reflect any transfer of such Notes effected in the remarketing.

Section 304. Conversion or Redemption Following Election by the MAPS Agent to Remarket.

(a) If the MAPS Agent elects to remarket the Notes on the MAPS Remarketing Date, the Notes will be subject to mandatory tender to the MAPS Agent for remarketing on such date, in each case subject to the conditions set forth in Section 303 hereof and to the Company's right to either convert the Notes to a new Interest Rate Mode on the MAPS Remarketing Date or to redeem the Notes from the MAPS Agent, in each case as described in the next sentence. The Company will notify the MAPS Agent and the Trustee, not later than the Business Day immediately preceding the Determination Date, if the Company irrevocably elects to exercise its right to either convert the Notes to a new Interest Rate Mode, or to redeem the Notes, in whole but not in part, from the MAPS Agent at the Optional Redemption Price, in each case on the MAPS Remarketing Date.

(b) In the event that the Company irrevocably elects to convert the Notes to a new Interest Rate Mode, then as of the MAPS Remarketing Date the Notes will cease to be in the

MAPS Mode, the MAPS Remarketing Date will constitute an Interest Rate Adjustment Date, and the Notes will be subject to remarketing on such date by a Remarketing Agent appointed by the Company in the Commercial Paper Term Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company in accordance with the set forth in Section 205 above; provided that in such case, the notice period required for conversion shall be the period commencing the Business Day immediately preceding the Determination Date. In such case, the Company shall pay to the MAPS Agent the excess of the Dollar Price of the Notes over 100% of the principal amount of the Notes in same-day funds by wire transfer to an account designated by the MAPS Agent on the MAPS Remarketing Date.

(c) In the event that the Company irrevocably elects to redeem the Notes, the "Optional Redemption Price" shall be the greater of (i) 100% of the principal amount of the Notes and (ii) the Dollar Price, plus in either case accrued and unpaid interest from the MAPS Remarketing Date on the principal amount being redeemed to the date of redemption. If the Company elects to redeem the Notes, it shall pay the redemption price therefor in same-day funds by wire transfer to an account designated by the MAPS Agent on the MAPS Remarketing Date.

(d) If notice has been given as provided in the Original Indenture and funds for the redemption of any Notes called for redemption shall have been made available on the redemption date referred to in such notice, such Notes shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the MAPS Agent from and after the redemption date shall be to receive payment of the Optional Redemption Price upon surrender of such Notes in accordance with such notice.

ARTICLE FOUR

ADDITIONAL EVENT OF DEFAULT

With respect to the Notes, the following will be an additional Event of Default to follow subsection (11) under Section 501 of the Indenture:

(12) default in the performance of the Company's obligation to purchase Notes held by the Liquidity Provider under the terms of the Standby Note Purchase Agreement, if any, and continuance of such default for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder.

ARTICLE FIVE

ADDITIONAL COVENANT

With respect to the Notes, the following covenant shall replace, and hereby supersedes, the provisions of Section 801 of the Original Indenture in their entirety:

"SECTION 801. Company May Consolidate, Etc., Only on Certain Terms

The Company will not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or permit any of its Subsidiaries to do so, except that any Subsidiary of the Company may merger or consolidate with or into any other Subsidiary of the Company, and except that any Subsidiary of the Company may merge into or dispose of assets to the Company, provided, in each case, that no Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom."

ARTICLE SIX

AUTHENTICATION AND DELIVERY OF THE NOTES

Section 601. Authentication and Delivery. As provided in and pursuant to Section 303. of the Original Indenture, each time that the Company delivers Notes to the Trustee or Authenticating Agent for authentication, the Company shall deliver a Supplemental Company Order in the form of Exhibit C to this Second Supplemental Indenture for the authentication and delivery of such Notes and the Trustee or such Authenticating Agent shall authenticate and deliver such Notes.

ARTICLE SEVEN

THE SUPPORT AGREEMENT

Section 701. The Support Agreement. The Notes shall be entitled to the benefit of that certain support agreement (the "Support Agreement"), dated as of November 18, 1998, by and between the Company and DTE Energy. The form of Support Agreement is attached as Exhibit D hereto. The Company has assigned and pledged its rights under the Support Agreement to the Lenders (as defined therein), pursuant to the terms and conditions of that certain collateral assignment agreement (the "Collateral Assignment Agreement"), dated as of November 18, 1998, by and between the Company and the Lenders. The form of Collateral Assignment Agreement is attached as Exhibit E hereto. The foregoing are subject to amendment or termination in accordance with the terms of the Support Agreement or, as the case may be, the Collateral Assignment Agreement.

ARTICLE EIGHT

INSURANCE PROVISIONS

Section 801. Applicability of Article. The provisions of this Article Eight shall be applicable to the Notes for any Interest Rate Period so long as a Policy is in effect with respect to the Notes and the Insurer is not in default of its obligation to make payments thereunder. The form of Policy is attached as Exhibit F hereto.

Section 802. Rights of Insurer Controlling. Anything herein or under the Original Indenture to the contrary notwithstanding, if a Policy is in effect with respect to the

Notes and the Insurer is not in default of its obligation to make payments thereunder, the Insurer shall be deemed to be the Holder of all Notes then Outstanding for all purposes under the Indenture and shall have the exclusive right to exercise or direct the exercise of remedies on behalf of the Holders of the Notes in accordance with the terms of the Indenture following an Event of Default, and the principal of all such Notes Outstanding may not be declared to be due and payable immediately without the prior written consent of the Insurer.

Section 803. Payments Under the Policy in Respect of the Applicable Interest Rate Period. Except as otherwise provided in an amendment or supplement to this Second Supplemental Indenture, so long as a Policy is in effect with respect to the Notes and the Insurer is not in default of its obligations to make payments thereunder,

(a) If, as of the opening of business on any Interest Payment Date in the applicable Interest Rate Period, through and including the applicable Interest Rate Adjustment Date, the Trustee has not received payments from the Company pursuant to this Second Supplemental Indenture (and after making demand from DTE Energy pursuant to the Support Agreement) in such amounts so that sufficient moneys are available under this Second Supplemental Indenture to pay all interest due on the Notes on such Interest Payment Date, the Trustee shall promptly notify the Insurer or its designee by telephone, confirmed in writing by registered or certified mail, of the amount of the deficiency.

(b) If, as of 3:00 p.m. New York City time, on the applicable Interest Rate Adjustment Date in the event of a Special Mandatory Purchase, the Trustee has not received payments from the Company pursuant to this Second Supplemental Indenture (and after making demand from DTE Energy pursuant to the Support Agreement) in such amounts so that sufficient moneys are available under this Second Supplemental Indenture to pay 100% of the aggregate principal amount of the Notes subject to Special Mandatory Purchase on such Interest Rate Adjustment Date, the Trustee shall promptly notify the Insurer or its designee by telephone, confirmed in writing by registered or certified mail, of the amount of the deficiency.

(c) If the deficiency in clause (a) or (b) is made up in whole or in part on the applicable payment or purchase date, the Trustee shall so notify the Insurer or its designee.

(d) In addition, if the Trustee has notice that any of the Holders have been required to disgorge payments on Notes as described in clauses
(a) or (b) to the Company or to a trustee in bankruptcy for creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Holders within the meaning of any applicable bankruptcy laws, then the Trustee shall notify the Insurer or its designee of such fact by telephone, confirmed in writing by registered or certified mail.

(e) The Trustee is hereby irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for Holders of the Notes as follows:

If and to the extent there is a deficiency in amounts required to pay interest on the Notes, the Trustee shall (A) execute and deliver to an insurance paying agent designated by the Insurer (the "Insurance Paying Agent"), in form provided by the Insurance Paying Agent, an instrument appointing the Insurer as agent for such Holders in any legal proceeding related to the

payment of such interest and an assignment to the Insurer of the claims for interest to which such deficiency relates and which are paid by the Insurer, (B) receive as designee of the respective Holders in accordance with the tenor of the Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned and (C) disburse the same at the written direction of the Insurance Paying Agent to such respective Holders;

(f) Irrespective of whether any such assignment is executed and delivered, the Company and the Trustee hereby agree for the benefit of the Insurer that:

(i) they recognize that to the extent the Insurer makes payments, directly or indirectly (as by paying through the Trustee), on account of interest on the Notes, the Insurer will be subrogated to the rights of such Holders to receive the amount of such interest from the Company, with interest thereon as provided and solely from the sources stated in this Second Supplemental Indenture and the Notes; and

(ii) they will accordingly pay to the Insurer the amount of such interest (including interest recovered under subparagraph (ii) of the first paragraph of the Policy, which interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Indenture and the Note, but only from the sources and in the manner provided herein for the payment of interest on the Notes to Holders and will otherwise treat the Insurer as the owner of such rights to the amount of such interest.

(g) On the date of purchase, the Company shall execute and the Trustee shall authenticate and make available for delivery to the Insurer or the Insurer's designee all Notes purchased with the proceeds under the Policy which Notes shall be registered and made available in the name of or as directed in writing by the Insurer.

(h) Payments with respect to claims for interest on and principal of Notes disbursed by the Trustee from proceeds of the Policy shall not be considered to discharge the obligation of the Company with respect to such Notes, and the Insurer shall become the owner of such unpaid Notes and claims for interest in accordance with the tenor of the assignment made to it under the provisions of this section.

Section 804. Amendments. Copies of any amendments made to the documents executed in connection with the issuance of the Notes which are consented to by the Insurer shall be sent at the expense of the Company to the rating agencies then rating the Notes.

Section 805. Notice of Defaults. Notwithstanding Section 601 of the Original Indenture, the Insurer is to receive from the Trustee prompt notice of all defaults of which the Trustee has actual knowledge.

Section 806. Company Acting as Paying Agent. Notwithstanding anything to the contrary in the Indenture, so long as a Policy is in effect or the Insurer is the Holder of Notes, the Company shall not act as its own Paying Agent.

Section 807. Redemption of Insurer Notes. Notwithstanding
Section 1103 of the Original Indenture, all Notes of which the Insurer is the Holder shall be redeemed prior to any other Notes.

Section 808. Change in Trustee. The Insurer shall receive notice of the resignation or removal of the Trustee and the appointment of a successor thereto.

Section 809. Effect of Amendments. In determining whether any amendments or supplement to the Indenture may be made without the consent of the Holders or in determining whether any action should be taken the effect of such action on the rights of the Holders shall be considered as if the Policy were not in effect.

Section 810. Copies of Financial Statements. The Insurer shall receive a copy of all financial statements and reports to be delivered to the Trustee pursuant to Section 704 of the Original Indenture at the time such financial statements and reports are delivered to the Trustee.

Section 811. Defeasance. Notwithstanding Section 403 of the Original Indenture, for so long as the Policy is in effect and the Insurer is not in default of its obligation to make payments thereunder, the Company shall not exercise its rights to satisfy and discharge the entire indebtedness on the Notes without the consent of the Insurer, which consent shall not be unreasonably withheld.

Section 812. Notices to Holders. Any notice, certificate or report that is required to be given to a Holder of the Notes or to the Trustee pursuant to the Indenture shall also be provided by the Company to the Insurer. All notices, certificates or reports required to be given to the Insurer shall be in writing and shall be sent by registered or certified mail to such address as shall be designated in writing by the Insurer from time to time.

Section 813. Third Party Beneficiary. Notwithstanding Section 112 of the Original Indenture, so long as the Policy is in effect and the Insurer is not in default of its obligation to make payments thereunder, the Insurer is an express third-party beneficiary of the Indenture.

ARTICLE NINE

AMENDMENTS

Section 901. Notwithstanding anything herein or in the Original Indenture to the contrary, this Second Supplemental Indenture and the Original Indenture (in the case of the Original Indenture, with respect to any amendment of or affecting the Notes or the Insurer) may be amended at any time in accordance with the provisions of Article Nine of the Original Indenture, but subject to the consent of the Insurer (which consent shall not be unreasonably withheld) so long as the Policy is in effect and the Insurer is not in default of its obligation to make payments under the Policy.

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

This Second 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.

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

DTE CAPITAL CORPORATION

Title:

ATTEST:

THE BANK OF NEW YORK,
as Trustee

Title:

ATTEST:

STATE OF MICHIGAN                   )
                                    )       :
COUNTY OF WAYNE                     )

On the ___ day of November ____, 1998, before me personally came_______________, to me known, who, being by me duly sworn, did depose and say that he is _________ of DTE CAPITAL CORPORATION, one of the corporations described in and which executed the foregoing instrument and he signed his name thereto by like authority.

STATE OF NEW YORK                   )
                                    )       :
COUNTY OF                           )

On the _____ day of November ____, 1998, before me personally came____________, to me known, who, being by me duly sworn, did depose and say that she is _____________ of THE BANK OF NEW YORK, one of the corporations described in and which executed the foregoing instrument and she signed his name thereto by like authority.

[Notarial Seal]

EXHIBIT A

FORM OF NOTE

(Attached)

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

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT UPON THE DELIVERY

OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS NOTE (A) IS NOT ITSELF, AND IS NOT ACQUIRING THIS NOTE WITH "PLAN ASSETS" OF, AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (EACH, A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY") OR (B) (1) IS ITSELF, OR IS ACQUIRING THIS NOTE WITH THE ASSETS OF, AN "INVESTMENT FUND" (WITHIN THE MEANING OF PART V(b) OF PTCE 84-14) MANAGED BY A "QUALIFIED PROFESSIONAL ASSET MANAGER" (WITHIN THE MEANING OF PART V(a) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14) WHICH HAS MADE OR PROPERLY AUTHORIZED THE DECISION FOR SUCH FUND TO PURCHASE THIS NOTE, UNDER CIRCUMSTANCES SUCH AS PTCE 84-14 IS APPLICABLE TO THE PURCHASE AND HOLDING OF THIS NOTE, (2) IS ITSELF, OR IS ACQUIRING THIS NOTE WITH THE ASSETS OF, A PLAN MANAGED BY AN "IN-HOUSE ASSET MANAGER" (WITHIN THE MEANING OF

PART IV(a) OF PTCE 96-23) WHICH HAS MADE OR PROPERLY AUTHORIZED THE DECISION FOR

SUCH PLAN TO PURCHASE THIS NOTE, UNDER CIRCUMSTANCES SUCH THAT PTCE 96-23 IS APPLICABLE TO THE PURCHASE AND HOLDING OF THIS NOTE, (3) IS AN INSURANCE COMPANY POOLED SEPARATE ACCOUNT PURCHASING THIS NOTE PURSUANT TO PART I OF PTCE 90-1, OR A BANK COLLECTIVE INVESTMENT FUND PURCHASING THIS NOTE PURSUANT TO SECTION I OF PTCE 91-38, AND IN EITHER CASE, NO PLAN OWNS MORE THAN 10% OF THE ASSETS OF SUCH ACCOUNT OR COLLECTIVE FUND (WHEN AGGREGATED WITH OTHER PLANS OF THE SAME EMPLOYER (OR ITS AFFILIATES) OR EMPLOYEE ORGANIZATION) OR (4) IS AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT TO PURCHASE THIS NOTE PURSUANT TO PART I OF PTCE 95-60, IN WHICH CASE THE RESERVES AND LIABILITIES FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN, TOGETHER WITH ANY OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR ITS AFFILIATES) OR EMPLOYEE ORGANIZATION, DO NOT EXCEED 10% OF THE TOTAL RESERVES AND LIABILITIES OF THE INSURANCE COMPANY GENERAL ACCOUNT (EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES), PLUS SURPLUS AS SET FORTH IN THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONS ANNUAL STATEMENT FILED WITH THE STATE OF DOMICILE OF THE INSURER.

No:

DTE Capital Corporation
REMARKETED NOTE, 1998 SERIES B

THIS NOTE SHALL NOT BE VALID FOR ANY PURPOSE UNLESS PRESENTED TOGETHER WITH ANNEX A HERETO (INCLUDING ANY CONTINUATION THEREOF). REFERENCE IS MADE TO ANNEX A FOR CERTAIN TERMS OF THIS NOTE.

DTE CAPITAL CORPORATION, a corporation duly organized and existing under the laws of the State of Michigan (the "Company"), for value received hereby promises to pay to CEDE & CO., or registered assigns, the principal sum specified in Annex A on November 15, 2038 (the "Stated Maturity"), upon the presentation and surrender hereof at the principal corporate trust office of The Bank of New York, or its successor in trust (the "Trustee") or such other office as the Trustee has designated in writing, and to pay interest on the unpaid principal balance hereof from, and including, the Original Issue Date specified in Annex A to, but excluding, the Initial Interest Rate Adjustment Date specified in Annex A (the "Initial Interest Rate Period") at the Initial Interest Rate specified therein payable on the related Interest Payment Date or Dates specified in Annex A, to the person in whose name this Note is registered at the close of business on the related Record Date. From and after the Initial Interest Rate Adjustment Date, this Note will bear interest in either the Commercial Paper Term Mode, the Long Term Rate Mode or the MAPS4 Mode, in each case as provided in this Note and set forth in Annex A, and interest will be payable on the Interest Payment Dates to the person in whose name this Note is registered at the close of business on the related Record Date as provided below or as set forth in Annex A. In each case, payments shall be made in accordance with the provisions hereof and Annex A, including any additional terms specified in Annex A, until the principal hereof is paid or duly made available for payment. References herein to "this Note", "hereof", "herein" and comparable terms shall include Annex A.

So long as this Note bears interest in the Commercial Paper Term Mode, interest will be payable on the Interest Rate Adjustment Date which commences the next succeeding Interest Rate Period for this Note and on such other dates (if any) as will be established by the Company and set forth in Annex A upon conversion of this Note to the Commercial Paper Term Mode or upon remarketing of this Note in a new Interest Rate Period in the Commercial Paper Term Mode. So long as this Note bears interest in the Long Term Rate Mode or the MAPS Mode, interest will be payable no less frequently than semiannually on such dates as will be established by the Company and set forth in Annex A upon conversion of this Note to the Long Term Rate Mode or the MAPS Mode (or upon remarketing of this Note in a new Interest Rate Period in the Long Term Rate Mode or the MAPS Mode, as the case may be) in the case of a fixed interest

MAPS4 is a service mark of Salomon Smith Barney Inc.

rate, or as set forth below under "Interest Rate" in the case of a floating interest rate and on the Interest Rate Adjustment Date commencing the next succeeding Interest Rate Period. Such interest will be payable to the Holder hereof as of the related Record Date, which, so long as this Note bears interest
(i) in the Initial Interest Rate Period, are the dates specified in Annex A;
(ii) in the Commercial Paper Term Mode, is the Business Day prior to the related Interest Payment Date; and (iii) in the Long Term Rate Mode or the MAPS Mode, is 15 days prior to the related Interest Payment Date. Except as provided below under "Interest Rate-Floating Interest Rates," if any Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day. Interest on this Note while bearing interest in the Commercial Paper Term Mode or at a floating interest rate during a Long Term Rate Period or a MAPS Rate Period will be computed on the basis of actual days elapsed over 360; provided that, if an applicable Interest Rate Basis is the CMT Rate or Treasury Rate (each as defined below), interest will be computed on the basis of actual days elapsed over the actual number of days in the year. Interest on this Note while bearing interest at a fixed rate in the Long Term Rate Mode or the MAPS Mode will be computed on the basis of a year of 360 days consisting of twelve 30-day months. Interest on this Note while bearing interest at the Initial Interest Rate will be computed on the basis a year of 360 days consisting of twelve 30-day months.

Payment of the principal of and interest on this Note will be made at the office or agency maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the person in whose name this Note is registered at the close of business on the related Record Date.

This Note is one of a duly authorized series of Securities of the Company (herein called the "Notes") issued and to be issued under an Indenture, dated as of June 15, 1998, as supplemented by the First Supplemental Indenture dated as of June 15, 1998 and the Second Supplemental Indenture, dated as of November 1, 1998 (the "Second Supplemental Indenture") (as further amended or supplemented, the "Indenture"), between the Company and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the registered owners of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

This Note is entitled to the benefit of that certain support agreement (the "Support Agreement"), dated as of November 18, 1998, by and between the Company and DTE Energy Company, the owner, directly or indirectly, of 100% of the outstanding common stock of the Company and that certain assignment and pledge of the Company's rights under the Support Agreement to the Lenders (as defined in the Support Agreement), pursuant to the terms and conditions of the collateral assignment agreement (the "Collateral Assignment Agreement"),

dated as of November 18, 1998, by and between the Company and the Lenders, subject in each case to amendment or termination of the Support Agreement or, as the case may be, the Collateral Assignment Agreement, in accordance with their respective terms. In addition, if a Policy (as defined below) is in effect with respect to any Interest Rate Period, this Note shall be entitled to the benefit of such Policy for such Interest Rate Period to the extent and subject to the conditions set forth in the Second Supplemental Indenture, as then amended. A copy of any applicable Policy is on file at the office of the Trustee.

DEFINITIONS

The following terms, as used herein, have the following meanings unless the context or use clearly indicates another or different meaning or intent:

"Applicable Spread" means the lowest bid indication, expressed as a spread (in the form of a percentage or in basis points) above the Base Rate, obtained by the MAPS Agent on the Determination Date from the bids quoted by up to five Reference Corporate Dealers for the full aggregate principal amount of this Note at the Dollar Price, but assuming (i) an issue date equal to the MAPS Remarketing Date, with settlement on such date without accrued interest, (ii) a maturity date equal to the next succeeding Interest Rate Adjustment Date and
(iii) a stated annual interest rate, payable semiannually on each Interest Payment Date, equal to the Base Rate plus the spread bid by the applicable Reference Corporate Dealer. If fewer than five Reference Corporate Dealers bid as set forth herein, then the Applicable Spread shall be the lowest of such bid indications obtained.

"Base Rate" means the interest rate established by the MAPS Agent, after consultation with the Company, as the applicable "Base Rate" at or prior to the commencement of the MAPS Mode and set forth on Annex A hereto.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions located in the State of Michigan or in the state in which the principal corporate trust office of the Trustee is located are authorized or obligated by or pursuant to law or executive order to close; provided, however, that with respect to Notes in the Long Term Rate Mode or the MAPS Mode as to which LIBOR is an applicable Interest Rate Basis, such day is also a London Business Day (as hereinafter defined). "London Business Day" means a day on which commercial banks are open for business (including for dealings in the Index Currency (as hereinafter defined) in London.

"Commercial Paper Term Mode" means, with respect to this Note, the Interest Rate Mode in which the interest rate on this Note is reset on a periodic basis which shall not be less than one calendar day nor more than 364 consecutive calendar days and interest is paid as provided for such Interest Rate Mode as set forth herein.

"Commercial Paper Term Period" shall mean the Interest Rate Period for this Note in the Commercial Paper Term Mode that is a period of not less than one or more than 364 consecutive calendar days, as determined by the Company (as described below under "Conversion") or, if not

so determined, by the Remarketing Agent for this Note (in its best judgment in order to obtain the lowest interest cost for this Note). The interest rate for any Commercial Paper Term Period relating to this Note will be determined not later than 11:50 a.m., New York City time, on the Interest Rate Adjustment Date for this Note, which is the first day of each Interest Rate Period for this Note. Each Commercial Paper Term Period shall commence on the Interest Rate Adjustment Date therefor and end on the day preceding the date specified by such Remarketing Agent as the first day of the next Interest Rate Period for this Note.

"Comparable Treasury Issues" shall mean the United States Treasury security or securities selected by the MAPS Agent as having an actual or interpolated maturity or maturities comparable or applicable to the remaining term to the next succeeding Interest Rate Adjustment Date.

"Comparable Treasury Price" shall mean, with respect to the MAPS Remarketing Date, (a) the offer prices for the Comparable Treasury Issues (expressed in each case as a percentage of its principal amount) on the Determination Date, as set forth on "Telerate Page 500" (or such other page as may replace Telerate Page 500) or (b) if such page (or any successor page) is not displayed or does not contain such offer prices on such Determination Date,
(i) the average of the Reference Treasury Dealer Quotations for such MAPS Remarketing Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the MAPS Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. "Telerate Page 500" shall mean the display designated as "Telerate Page 500" on Bridge Telerate, Inc. (or such other page as may replace Telerate Page 500 on such service) or such other service displaying the offer prices specified in (a) above as may replace Bridge Telerate, Inc.

"Determination Date" means the third Business Day preceding the applicable MAPS Remarketing Date.

"Dollar Price" shall mean the present value determined by the MAPS Agent, as of the MAPS Remarketing Date, of the Remaining Scheduled Payments discounted to the MAPS Remarketing Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate.

"DTC" or the "Depositary" shall mean The Depository Trust Company, or its nominee.

"Floating Interest Rate Notice" has the meaning specified under "Interest Rate - (c) Floating Interest Rates" below. The form of Floating Rate Interest Notice is set forth as Exhibit G to the Second Supplemental Indenture.

"Floating Rate Maximum Interest Rate" and "Floating Rate Minimum Interest Rate" have the respective meanings specified under "Interest Rate - (c) Floating Interest Rates" below.

"Index Maturity" means the period to maturity of the instrument or obligation with respect to which the related Interest Rate Basis or Bases will be calculated.

"Initial Interest Rate" means the annual rate of interest applicable to this Note during the Initial Interest Rate Period.

"Initial Interest Rate Adjustment Date" means November 15, 2003.

"Initial Interest Rate Period" means the period commencing on the date of issuance for this Note and ending on the Business Day immediately preceding the Initial Interest Rate Adjustment Date.

"Insurer" means such issuer of a financial guaranty policy in respect of this Note as may be purchased by the Company from time to time.

"Interest Determination Date" has the meaning specified under "Interest Rate - (c) Floating Interest Rates" below.

"Interest Rate Adjustment Date" means for a particular Interest Rate Period in any Interest Rate Mode, each date, which shall be a Business Day, on which interest and, in the case of a floating interest rate, the Spread (if any) and the Spread Multiplier (if any) on this Note commences to accrue at the rate determined and announced by the applicable Remarketing Agent for such Interest Rate Periods, and if this Note is bearing interest at the Initial Interest Rate, the Business Day following the expiration of the Initial Interest Rate Period.

"Interest Rate Basis" has the meaning specified under "Interest Rate - (c) Floating Interest Rates" below.

"Interest Rate Mode" means the mode in which the Interest Rate on this Note is being determined, i.e., the Commercial Paper Term Mode, the Long Term Rate Mode, or the MAPS Mode.

"Interest Rate Period" means, with respect to the Commercial Paper Term Mode or the Long Term Rate Mode, the period of time commencing on the Interest Rate Adjustment Date to, but not including, the immediately succeeding Interest Rate Adjustment Date during which this Note bears interest at a particular fixed interest rate or floating interest rate, and, with respect to an Interest Rate Period for this Note in the MAPS Mode, a MAPS Rate Period. So long as this Note bears interest in the Long Term Rate Mode, if so provided in Annex A at "Interest Rate Period Adjustment" and if specified by the Company at the time of remarketing into such Long Term Rate Period, the Company may shorten the Interest Rate Period and provide for payment of a premium in respect thereof for this Note upon written notice to the Remarketing Agent and the Trustee not less than thirty (30) days prior to the date upon which such shortened Interest Rate Period shall expire. Promptly upon receipt of such notice and, in any case, not later than the close of business on such date, the Trustee will transmit such information to DTC in accordance with DTC's procedures as in effect from time to time. In such case, the next Interest Rate Adjustment Date otherwise set forth in Annex A shall instead be the date upon which such Interest Rate Period shall expire.

If this Note is subject to early remarketing as provided above, the Interest Rate Period may be shortened by the Company on any date on and after the Initial Early Remarketing Date, if any, specified in Annex A, upon prior written notice as provided above. On and after the Initial Early Remarketing Date, if any, on the Interest Rate Adjustment Date relating to such shortened Interest Rate Period for this Note, the Company will pay a premium to the tendering beneficial owner of this Note, together with accrued interest, if any, hereon at the applicable rate payable to such Interest Rate Adjustment Date. Unless otherwise specified in Annex A, the premium shall be an amount equal to the Initial Early Remarketing Premium specified in Annex A, the premium shall be an amount equal to the Initial Early Remarketing Premium specified in Annex A (as adjusted by the Annual Early Remarketing Premium Percentage Reduction, if applicable), multiplied by the principal amount of this Note subject to early remarketing. The Initial Early Remarketing Premium, if any, shall decline at each anniversary of the Initial Early Remarketing Date by an amount equal to the applicable Annual Early Remarketing Premium Percentage Reduction, if any, specified in Annex A until the premium is equal to 0.

"Interest Reset Date", "Initial Interest Reset Date" and "Interest Reset Period" have the respective meanings specified under "Interest Rate - (c) Floating Interest Rates" below.

"Liquidity Provider" means, any bank or other credit provider whose obligations such as those under the applicable Standby Note Purchase Agreement with respect to any Notes are exempt from registration under the Securities Act of 1933, as amended, with long term senior debt ratings from Standard & Poor's Ratings Services and Moody's Investors Service, Inc. at least equal to those of the Company as of the date of the Standby Note Purchase Agreement, and a minimum combined capital and surplus of at least $50,000,000, that has entered into a Standby Note Purchase Agreement with the Company for the purpose of purchasing unremarketed Notes on any Interest Rate Adjustment Date.

"Long Term Rate Mode" means, with respect to this Note, the Interest Rate Mode in which the interest rate on this Note is reset in a Long Term Rate Period and interest is paid as provided for such Interest Rate Mode as set forth herein.

"Long Term Rate Period" means any period of more than 364 days and not exceeding the remaining term to the Stated Maturity of this Note.

"MAPS Interest Rate" means the rate equal to the Base Rate established by the MAPS Agent, after consultation with the Company, at or prior to the commencement of the MAPS Mode plus the Applicable Spread, which will be based on the Dollar Price.

"MAPS Mode", or such other designation as may be used at the time of remarketing, means the Interest Rate Mode in which this Note shall bear interest and be subject to remarketing as "MAndatory Putable/remarketable Securities" (or such other designation as may be used at the time of remarketing) ("MAPS").

"MAPS Rate Period", or such other designation as may be used at the time of remarketing, means an Interest Rate Period in the MAPS Mode established by the Company as a

period of more than 364 days and not exceeding the remaining term to the Stated Maturity of this Note; provided, however, that such Interest Rate Period must end on the day prior to an Interest Payment Date for this Note. The MAPS Rate Period shall consist of the period to and excluding the MAPS Remarketing Date and the period from and including the MAPS Remarketing Date to but excluding the next succeeding Interest Rate Adjustment Date.

"MAPS Remarketing Agreement", or such other designation as may be used at the time of remarketing, shall mean the agreement dated as of the Interest Rate Adjustment Date commencing the applicable MAPS Rate Period which sets forth the rights and obligations of the Company and the applicable MAPS Agent with respect to the remarketing of Notes in the MAPS Mode.

"MAPS Remarketing Date", or such other designation as may be used at the time of remarketing, means the date designated by the applicable MAPS Agent, after consultation with the Company, within the MAPS Rate Period on which the applicable MAPS Agent may elect to remarket the Note at the MAPS Interest Rate.

"Notification Date" means the Business Day not later than ten (10) days prior to the applicable MAPS Remarketing Date on which the MAPS Agent gives notice to the Company and the Trustee of its intention to purchase this Note for remarketing.

"Optional Redemption" means the redemption of this Note prior to its maturity at the option of the Company as described herein.

"Policy" means such financial guaranty insurance policy as may be purchased by the Company from time to time in the form attached as Exhibit F to the Second Supplemental Indenture or such other form as may be adopted in any manner consistent with the requirements of this Second Supplemental Indenture and the Original Indenture.

"Principal Financial Center" means, except as otherwise specified in the applicable Floating Interest Rate Notice, the capital city of the country issuing the Index Currency, except that with respect to United States dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders, Portuguese escudos, Italian lire, South African rand, and Swiss francs, the Principal Financial Center will be The City of New York, Sydney, Toronto, Frankfurt, Amsterdam, London, Milan, Johannesburg and Zurich, respectively.

"Reference Corporate Dealers" means such Reference Corporate Dealers as shall be appointed by the MAPS Agent after consultation with the Company.

"Reference Treasury Dealer" shall mean such Reference Treasury Dealers as shall be appointed by the MAPS Agent after consultation with the Company.

"Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and the MAPS Remarketing Date, the offer prices for the Comparable Treasury Issues (expressed in each case as a percentage of its principal amount) quoted in writing to the

MAPS Agent by such Reference Treasury Dealer by 3:30 p.m. New York City time, on the Determination Date.

"Remaining Scheduled Payments" shall mean with respect to this Note the remaining scheduled payments of the principal hereof and interest hereon, calculated at the Base Rate only, that would be due after the MAPS Remarketing Date to and including the next succeeding Interest Rate Adjustment Date as determined by the MAPS Agent.

"Remarketing Agent" means such Remarketing Agent or agent, including any standby Remarketing Agent (each a "Standby Remarketing Agent"), appointed by the Company from time to time, for this Note.

"Special Interest Rate" means the rate of interest equal to the rate per annum announced by Citibank, N.A., or such other nationally recognized bank located in the United States as the Company may select, as its prime lending rate.

"Special Mandatory Purchase" means the obligation of the Company (or, if applicable, a Liquidity Provider) to purchase Notes not successfully remarketed by the Remarketing Agent and the applicable Standby Remarketing Agent(s) by 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date.

"Spread" means the number of basis points to be added to or subtracted from the related Interest Rate Basis or Bases applicable to an Interest Rate Period, as the case may be, for this Note.

"Spread Multiplier" means the percentage of the related Interest Rate Basis or Bases applicable to an Interest Rate Period by which such Interest Rate Basis or Bases will be multiplied to determine the applicable interest rate from time to time for such Long Term Interest Rate Period, as the case may be.

"Standby Note Purchase Agreement" means the agreement, which the Company may, at its option, enter into from time to time with a Liquidity Provider for the purpose of purchasing unremarketed Notes.

"Treasury Rate" shall mean, with respect to the MAPS Remarketing Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) yield to maturity of the Comparable Treasury Issues, assuming a price for the Comparable Treasury Issues (expressed as a percentage of its principal amount), equal to the Comparable Treasury Price for such MAPS Remarketing Date.

"Weekly Rate Period" means a Commercial Paper Term Period with an Interest Rate Period of generally seven days.

INTEREST RATE

(a) Initial Interest Rate. From the Original Issue Date set forth in Annex A to the Initial Interest Rate Adjustment Date set forth in Annex A, this Note will bear interest at the Initial Interest Rate specified therein. Thereafter, this Note will bear interest in the Commercial Paper Term Mode, the Long Term Rate Mode or the MAPS Mode.

(b) Interest Rates. The interest rate and, in the case of a floating interest rate, the Spread (if any) and the Spread Multiplier (if any) for this Note will be announced by the Remarketing Agent on or prior to the Interest Rate Adjustment Date for the next succeeding Interest Rate Period and will be the minimum interest rate per annum and, in the case of a floating interest rate, the Spread (if any) and the Spread Multiplier (if any) necessary, during the Interest Rate Period commencing on such Interest Rate Adjustment Date, in the judgment of the Remarketing Agent, to produce a par bid in the secondary market for this Note on the date the interest rate is established. Such rate will be effective for the next succeeding Interest Rate Period for this Note commencing on such Interest Rate Adjustment Date.

(c) Floating Interest Rates. While this Note bears interest in the Long Term Rate Mode or the MAPS Mode (with respect to the period from, and including, the Interest Rate Adjustment Date commencing such period to, but excluding, the MAPS Remarketing Date), the Company may elect a floating interest rate by providing notice, which will be in or promptly confirmed in writing (which includes facsimile or appropriate electronic media), received by the Trustee and the Remarketing Agent for this Note (the "Floating Interest Rate Notice") not less than ten (10) days prior to the Interest Rate Adjustment Date for such Long Term Rate Period or MAPS Rate Period. The Floating Interest Rate Notice must identify by CUSIP number or otherwise the portion of this Note to which it relates and state the Interest Rate Period (or portion thereof, in the case of the MAPS Mode) therefor to which it relates. Each Floating Interest Rate Notice must also state the Interest Rate Basis or Bases, the Initial Interest Reset Date, the Interest Reset Period and Dates, the Interest Payment Period and Dates, the Index Maturity, the Floating Rate Maximum Interest Rate and/or Floating Rate Minimum Interest Rate, if any, and the Day Count Convention. If one or more of the applicable Interest Rate Bases is LIBOR or the CMT Rate, the Floating Interest Rate Notice shall also specify the Index Currency and Designated LIBOR Page or the Designated CMT Maturity Index and Designated CMT Telerate Page, respectively.

If this Note bears interest at a floating rate in a Long Term Rate Period or a MAPS Rate Period, this Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, specified by the Remarketing Agent, in the case of a Long Term Rate Period, or the MAPS Agent in the case of a MAPS Rate Period, and recorded in Annex A to this Note. Commencing on the Interest Rate Adjustment Date for such Interest Rate Period, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date during such Interest Rate Period specified in the applicable Floating Interest Rate Notice.

The applicable floating interest rate on this Note during any Interest Rate Period will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may include (i) the CD Rate, (ii) the CMT Rate, (iii) the Federal Funds Rate, (iv) LIBOR, (v) the Prime Rate, (vi) the Treasury Rate, or (vii) such other Interest Rate Basis or interest rate formula as may be specified in the applicable Floating Interest Rate Notice (each, an "Interest Rate Basis").

Unless otherwise specified in the applicable Floating Interest Rate Notice, the interest rate with respect to each Interest Rate Basis will be determined in accordance with the applicable provisions below. Except as set forth above or in the applicable Floating Interest Rate Notice, the interest rate in effect on each day shall be (i) if such day is an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding the most recent Interest Reset Date. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date will be postponed to the next succeeding Business Day, unless LIBOR is an applicable Interest Rate Basis and such Business Day falls in the next succeeding calendar month, in which case such Interest Reset Date will be the immediately preceding Business Day. In addition, if the Treasury Rate is an applicable Interest Rate Basis and the Interest Determination Date would otherwise fall on an Interest Reset Date, then such Interest Reset Date will be postponed to the next succeeding Business Day.

The applicable Floating Interest Rate Notice will specify whether the rate of interest will be reset daily, weekly, monthly, quarterly, semiannually or annually or on such other specified basis (each, an "Interest Reset Period") and the dates on which such rate of interest will be reset (each, an "Interest Reset Date"). Unless otherwise specified in the applicable Floating Interest Rate Notice, the Interest Reset Dates will be, in the case of a floating interest rate which resets: (i) daily, each Business Day; (ii) weekly, the Wednesday of each week (unless the Treasury Rate is an applicable Interest Rate Basis, in which case the Tuesday of each week except as described below); (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year, (v) semiannually, the third Wednesday of the two months specified in the applicable Floating Interest Rate Notice; and
(vi) annually, the third Wednesday of the month specified in the applicable Floating Interest Rate Notice.

The interest rate applicable to each Interest Reset Period commencing on the related Interest Reset Date will be the rate determined as of the applicable Interest Determination Date. The "Interest Determination Date" with respect to the CD Rate, the CMT Rate, the Federal Funds Rate and the Prime Rate will be the second Business Day immediately preceding the applicable Interest Reset Date; and the "Interest Determination Date" with respect to LIBOR shall be the second London Business Day immediately preceding the applicable Interest Reset Date, unless the Index Currency is British pounds sterling, in which case the "Interest Determination Date" will be the applicable Interest Reset Date. The "Interest Determination Date" with respect to the Treasury Rate shall be the day in the week in which the applicable Interest Reset Date falls on which day Treasury Bills (as defined below) are normally auctioned

(Treasury Bills are normally sold at an auction held on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday); provided, however, that if an auction is held on the Friday of the week preceding the applicable Interest Reset Date, the "Interest Determination Date" shall be such preceding Friday. If the interest rate of this Note is a floating interest rate determined with reference to two or more Interest Rate Bases specified in the applicable Floating Interest Rate Notice, the "Interest Determination Date" pertaining to this Note shall be the most recent Business Day which is at least two Business Days prior to the applicable Interest Reset Date on which each Interest Rate Basis is determinable. Each Interest Rate Basis shall be determined as of such date, and the applicable interest rate shall take effect on the related Interest Reset Date.

Either or both of the following may also apply to the floating interest rate on this Note for an Interest Rate Period: (i) a floating rate maximum interest rate, or ceiling, that may accrue during any Interest Reset Period (the "Floating Rate Maximum Interest Rate") and (ii) a floating rate minimum interest rate, or floor, that may accrue during any Interest Reset Period (the "Floating Rate Minimum Interest Rate"). In addition to any Floating Rate Maximum Interest Rate that may apply, the interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States laws of general application.

Except as provided below or in the applicable Floating Interest Rate Notice, interest will be payable, in the case of floating interest rates which reset: (i) daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the applicable Floating Interest Rate Notice; (ii) quarterly, on the third Wednesday of March, June, September and December of each year; (iii) semiannually, on the third Wednesday of the two months of each year specified in the applicable Floating Interest Rate Notice; and (iv) annually, on the third Wednesday of the month of each year specified in the applicable Floating Interest Rate Notice and, in each case, on the Business Day immediately following the applicable Long Term Rate Period or MAPS Rate Period, as the case may be. If any Interest Payment Date for the payment of interest at a floating rate (other than following the end of the applicable Long Term Rate Period or MAPS Rate Period, as the case may be) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day, except that if LIBOR is an applicable Interest Rate Basis and such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day.

All percentages resulting from any calculation of floating interest rates will be rounded to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation will be rounded, in the case of United States dollars, to the nearest cent or, in the case of a foreign currency or composite currency, to the nearest unit (with one-half cent or unit being rounded upwards).

Accrued floating rate interest will be calculated by multiplying the principal amount of this Note by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factor calculated for each day in the applicable Interest Reset Period. Unless otherwise specified in the applicable Floating Interest Rate Notice, the interest factor for each such day will be computed by dividing the interest rate applicable to such day by 360, if an applicable Interest Rate Basis is the CD Rate, the Federal Funds Rate, LIBOR or the Prime Rate, or by the actual number of days in the year if an applicable Interest Rate Basis is the CMT Rate or the Treasury Rate. Unless otherwise specified in the applicable Floating Interest Rate Notice, if the floating interest rate is calculated with reference to two or more Interest Rate Bases, the interest factor will be calculated in each period in the same manner as if only one of the applicable Interest Rate Bases applied as specified in the applicable Floating Interest Rate Notice.

Unless otherwise specified in the applicable Floating Interest Rate Notice, The Bank of New York will be the "Calculation Agent." If this Note is bearing interest at a floating rate, the applicable Remarketing Agent will determine the interest rate in effect from the Interest Rate Adjustment Date to the Initial Interest Reset Date. The Calculation Agent will determine the interest rate in effect for each Interest Reset Period thereafter. Upon request of the beneficial owner of this Note, after any Interest Rate Adjustment Date, the Calculation Agent or the Remarketing Agent shall disclose the interest rate and, in the case of a floating interest rate, Interest Rate Basis or Bases, Spread (if any) and Spread Multiplier (if any), and in each case the other terms applicable to this Note then in effect and, if determined, the interest rate that will become effective as a result of a determination made for the next succeeding Interest Reset Date with respect to this Note. Except as described herein, no notice of the applicable interest rate, Spread (if any) or Spread Multiplier (if any) shall be sent to the beneficial owner of this Note.

Unless otherwise specified in the applicable Floating Interest Rate Notice, the "Calculation Date", if applicable, pertaining to any Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day immediately preceding the applicable Interest Payment Date or Maturity, as the case may be.

CD Rate. If an Interest Rate Basis for this Note is specified in the applicable Floating Interest Rate Notice as the "CD Rate," the CD Rate means with respect to any Interest Determination Date relating to this Note for which the interest rate is determined with reference to the CD Rate (a "CD Rate Interest Determination Date"), the rate on such date for negotiable United States dollar certificates of deposit having the Index Maturity specified in the applicable Floating Interest Rate Notice as published in ("H.15(519)" (as hereinafter defined)) under the heading "CDs (Secondary Market)," or, if not published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such CD Rate Interest Determination Date for negotiable United States dollar certificates of deposit of the Index Maturity specified in the applicable Floating Interest Rate Notice as published in H.15 Daily Update (as hereinafter defined), or such other recognized electronic source used for the purpose of displaying such rate under the caption "CDs (secondary market)". If such rate is not yet published in H.15(519), H.15 Daily Update or

another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the CD Rate on such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers in negotiable United States dollar certificates of deposit in The City of New York (which may include the Remarketing Agent or its affiliates) selected by the Calculation Agent, after consultation with the Company, for negotiable United States dollars certificates of deposit of major United States money center banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified in the applicable Floating Interest Rate Notice in an amount that is representative for a single transaction in that market at that time; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of such CD Rate Interest Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

"H.15(519)" means the weekly statistical release designated as such, or any successor publication published by the Board of Governors of the Federal Reserve System.

"H.15 Daily Update" means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any successor site or publication.

CMT Rate. If an Interest Rate Basis for this Note is specified in the applicable Floating Interest Rate Notice as the "CMT Rate," the CMT Rate means, with respect to any Interest Determination Date relating to this Note for which the interest is determined with reference to the CMT Rate (a "CMT Rate Interest Determination Date"), the rate displayed on the Designated CMT Telerate Page (as defined below) under the caption "...Treasury Constant Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45 P.M.," under the column for the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is 7051, the rate on such CMT Rate Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the weekly or monthly average, as specified in the Floating Interest Rate Notice, for the week or the month, as applicable, ended immediately preceding the week in which the related CMT Rate Interest Determination Date occurs. If such rate is no longer displayed on the relevant page or is not displayed by 3:00 p.m., New York City time, on the related Calculation Date, then the CMT Rate for such CMT Rate Interest Determination Date will be such treasury constant maturity rate for the Designated CMT Maturity Index as published in H.15(519). If such rate is no longer published or is not published by 3:00 p.m., New York City time, on the related Calculation Date, then the CMT Rate on such CMT Rate Interest Determination Date will be such treasury constant maturity rate for the Designated CMT Maturity Index (or other United States Treasury rate for the Designated CMT Maturity Index) for the CMT Rate Interest Determination Date with respect to such Interest Reset Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and

published in H.15(519). If such information is not provided by 3:00 p.m., New York City time, on the related Calculation Date, then the CMT Rate on the CMT Rate Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date reported, according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in The City of New York (which may include the Remarketing Agent or its affiliates) selected by the Calculation Agent after consultation with the Company (from five such Reference Dealers selected by the Calculation Agent, after consultation with the Company, and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Notes") with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year. If the Calculation Agent is unable to obtain three such Treasury Note quotations, the CMT Rate on such CMT Rate Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offer side prices as of approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent, after consultation with the Company, and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least U.S.$100 million. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers so selected by the Calculation Agent, after consultation with the Company, are quoting as mentioned herein, the CMT Rate determined as of such CMT Rate Interest Determination Date will be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two Treasury Notes with an original maturity as described in the second preceding sentence have remaining terms to maturity equally close to the Designated CMT Maturity Index, the Calculation Agent, after consultation with the Company, will obtain from five Reference Dealers quotations for the Treasury Note with the shorter remaining term to maturity.

"Designated CMT Telerate Page" means the display on Bridge Telerate, Inc. (or any successor service) on the page specified in the applicable Floating Interest Rate Notice (or any other page as may replace such page on such service for the purpose of displaying Treasury Constant Maturities as reported in H.15(519)) for the purpose of displaying Treasury Constant Maturities as reported in H.15(519). If no such page is specified in the applicable Floating Interest Rate Notice, the Designated CMT Telerate Page shall be 7052 for the most recent week.

"Designated CMT Maturity Index" means the original period to maturity of the United States Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified in the applicable Floating Interest Rate Notice with respect to which the CMT Rate will be calculated. If no such maturity is specified in the applicable Floating Interest Rate Notice, the Designated CMT Maturity Index shall be 2 years.

Federal Funds Rate. If an Interest Rate Basis for any Note is specified in the applicable Floating Interest Rate Notice as the "Federal Funds Rate," the Federal Funds Rate means, with respect to any Interest Determination Date relating to a Note for which the interest rate is determined with reference to the Federal Funds Rate (a "Federal Funds Rate Interest Determination Date"), the rate on such date for United States dollar federal funds as published in H.15(519) under the heading "Federal Funds (Effective)" as such rate is displayed on Bridge Telerate, Inc. (or any successor service) on page 120 ("Telerate Page 120") or, if such rate does not appear on Telerate Page 120 or is not published by 3:00 p.m., New York City time, on the Calculation Date, the rate on such Federal Funds Rate Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the heading "Federal Funds (Effective)." If such rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York (which may include the Remarketing Agent or its affiliates) selected by the Calculation Agent after consultation with the Company, prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date.

LIBOR. If an Interest Rate Basis for this Note is specified in the applicable Floating Interest Rate Notice as "LIBOR," LIBOR means the rate determined by the Calculation Agent as of the applicable Interest Determination Date (a "LIBOR Interest Determination Date") in accordance with the following provisions:

(i) if (a) "LIBOR Reuters" is specified in the applicable Floating Interest Rate Notice, the arithmetic mean of the offered rates (unless the Designated LIBOR Page (as defined below) by its terms provides only for a single rate, in which case such single rate will be used) for deposits in the Index Currency having the Index Maturity specified in the applicable Floating Interest Rate Notice, commencing on the applicable Interest Reset Date, that appear (or, if only a single rate is required as aforesaid, appears) on the Designated LIBOR Page as of 11:00 a.m., London time, on such LIBOR Interest Determination Date, or (b) "LIBOR Telerate" is specified in the applicable Floating Interest Rate Notice, or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the applicable Floating Interest Rate Notice as the method for calculating LIBOR, the rate for deposits in the Index Currency having the Index Maturity

specified in the applicable Floating Interest Rate Notice, commencing on such Interest Reset Date, that appears on the Designated LIBOR Page as of 11:00 a.m., London time, on such LIBOR Interest Determination Date. If fewer than two such offered rates appear, or if no such rate appears, as applicable, LIBOR on such LIBOR Interest Determination Date shall be determined in accordance with the provisions described in clause (ii) below.

(ii) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the Designated LIBOR Page as specified in clause (i) above, the Calculation Agent shall request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, after consultation with the Company, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity specified in the applicable Floating Interest Rate Notice, commencing on the applicable Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time. If at least two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the applicable Principal Financial Center, on such LIBOR Interest Determination Date by three major banks in such Principal Financial Center selected by the Calculation Agent, after consultation with the Company, for loans in the Index Currency to leading European banks, having the Index Maturity specified in the applicable Floating Interest Rate Notice and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date shall be LIBOR in effect on such LIBOR Interest Determination Date.

"Index Currency" means the currency or composite currency specified in the applicable Floating Interest Rate Notice as to which LIBOR shall be calculated. If no such currency or composite currency is specified in the applicable Floating Interest Rate Notice, the Index Currency shall be United States dollars.

"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified in the applicable Floating Interest Rate Notice, the display on the Reuter Monitor Money Rates Service (or any successor service) on the page specified in such Floating Interest Rate Notice (or on any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for the Index Currency, or (b) if "LIBOR Telerate" is specified in the applicable Floating Interest Rate Notice or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the applicable Floating Interest Rate Notice as the method for calculating LIBOR, the display on Bridge Telerate, Inc. (or any successor service) on the page specified in such Floating Interest Rate Notice (or on any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for the Index Currency.

Prime Rate. If an Interest Rate Basis for this Note is specified in the applicable Floating Interest Rate Notice as the "Prime Rate," the Prime Rate means, with respect to any Interest Determination Date relating to a Note for which the interest rate is determined with reference to the Prime Rate (a "Prime Rate Interest Determination Date"), the rate on such date as such rate is published in H.15(519) under the heading "Bank Prime Loan," or, if not published prior to 3:00 p.m., New York City time, on the related Calculation Date, the rate on such Prime Rate Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "Bank Prime Loan." If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Prime Rate shall be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen U.S. PRIME 1 Page (as defined below) as such bank's prime rate or base lending rate as in effect for such Prime Rate Interest Determination Date. If fewer than four such rates so appear on the Reuters Screen U.S. PRIME 1 Page for such Prime Rate Interest Determination Date, the Prime Rate shall be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three major banks (which may include The Bank of New York) in The City of New York selected by the Calculation Agent, after consultation with the Company; provided, however, that if the banks or trust companies so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate determined as of such Prime Rate Interest Determination Date will be the Prime Rate in effect on such Prime Rate Interest Determination Date.

"Reuters Screen U.S. PRIME 1 Page" means the display on the Reuter Monitor Money Rates Service (or any successor service) on the "USPRIME1" page (or such other page as may replace the USPRIME1 page on such service) for the purpose of displaying prime rates or base lending rates of major United States banks.

Treasury Rate. If an Interest Rate Basis for this Note is specified in the applicable Floating Interest Rate Notice as the "Treasury Rate," the Treasury Rate means, with respect to any Interest Determination Date relating to this Note for which the interest rate is determined with reference to the Treasury Rate (a "Treasury Rate Interest Determination Date"), as the rate from the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified in the applicable Floating Interest Rate Notice, under the caption "AVGE INVEST YIELD" on the display on Bridge Telerate, Inc. (or any successor service) on page 56 or page 57 or, if not published by 3:00
p.m., New York City time, on the related Calculation Date, the auction average rate of such Treasury Bills (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of Treasury. In the event that the results of the Auction of Treasury Bills having the Index Maturity specified in the applicable Floating Interest Rate Notice are not reported as provided above by 3:00 p.m., New York City time, on such Calculation Date, or if no such Auction is held, then the Treasury Rate will be the rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) on such

Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified in the applicable Floating Interest Rate Notice as published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market" or, if not yet published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source, then the Treasury Rate will be calculated by the Calculation Agent and will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Treasury Rate Interest Determination Date, of three primary United States government securities dealers (which may include the Remarketing Agent or its affiliates) selected by the Calculation Agent, after consultation with the Company, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in the applicable Floating Interest Rate Notice; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

(d) Failure of Remarketing Agent or Agents to Announce Interest. In the event that (i) the Remarketing Agent has been removed or has resigned and no successor has been appointed, or (ii) the Remarketing Agent has failed to announce the appropriate interest rate, Spread, if any, or Spread Multiplier, if any, as the case may be, on an Interest Rate Adjustment Date for whatever reason, or (iii) the appropriate interest rate, Spread, if any, or Spread Multiplier, if any, as the case may be, or Interest Rate Period cannot be determined for whatever reason, then this Note shall be automatically converted to a Weekly Rate Period, and the rate of interest hereon shall be equal to the Special Interest Rate.

(e) Notice of Interest Rate, Binding Effect. On each Interest Rate Adjustment Date of this Note, the Remarketing Agent or the MAPS Agent, as the case may be, will notify the Company and the Trustee of the interest rate, Spread, if any, or Spread Multiplier, if any, as the case may be, to be borne by this Note for the following Interest Rate Period. After such Interest Rate Adjustment Date, any beneficial owner of this Note may contact the Trustee or the Remarketing Agent in order to be advised of the applicable interest rate and, in the case of a floating interest rate, the Spread (if any) and the Spread Multiplier (if any). Immediately upon receipt of such notice, the Trustee will transmit such information to DTC in accordance with DTC's procedures as in effect from time to time and note such rate in Annex A. The Trustee shall confirm to DTC the interest rate for the following Interest Rate Period in accordance with DTC's procedures as in effect from time to time. No notice of the applicable interest rate will be sent to the beneficial owner of this Note.

The interest rate announced by the Remarketing Agent, absent manifest error, is binding and conclusive upon the beneficial owner of this Note, the Company and the Trustee.

(f) Conversion. This Note may be converted at the option of the Company to the Commercial Paper Term Mode, Long Term Rate Mode or MAPS Mode on any Interest Rate Adjustment Date for this Note in accordance with the procedures set forth in the Indenture, and will be subject to mandatory tender by the beneficial owner hereof as described herein on such Interest Rate Adjustment Date. The Company may also change the Interest Rate Period at its option in accordance with the procedures set forth in the Indenture. The beneficial owner of this Note will be deemed to have tendered such Note as of the Interest Rate Adjustment Date upon which such conversion occurs and will not be entitled to further accrual of interest on this Note after such date.

TENDER

This Note will be automatically tendered for purchase, or deemed tendered for purchase by the beneficial owner hereof, on each Interest Rate Adjustment Date relating hereto. Notes will be purchased on such Interest Rate Adjustment Date in accordance with the procedures set forth in "Remarketing and Settlement" or, as the case may be, "MAPS Mode" below.

REMARKETING AND SETTLEMENT

Interest Rate Adjustment Date; Determination of Interest Rate. By 11:00
a.m., New York City time on each Interest Rate Adjustment Date for this Note, the applicable Remarketing Agent will determine the interest rate hereon to the nearest one hundred-thousandth (0.00001) of one percent per annum for the next Interest Rate Period in the case of a fixed interest rate, and the Spread (if any) and Spread Multiplier (if any) in the case of a floating interest rate; provided, that between 11:00 a.m., New York City time and 11:50 a.m., New York City time, the Remarketing Agent and the Standby Remarketing Agent(s), if any, shall use their reasonable efforts to determine the interest rate for this Note if it is not successfully remarketed as of the applicable deadline specified in this paragraph. In determining the applicable interest rate for this Note and other terms, the Remarketing Agent will, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable debt securities, (i) consider the principal amount of all Notes tendered or to be tendered on such date and the principal amount of such Notes prospective purchasers are or may be willing to purchase and (ii) contact, by telephone or otherwise, prospective purchasers and ascertain the interest rates or the Spread or Spread Multiplier therefor at which they would be willing to hold or purchase this Note.

Notification of Results; Settlement. By 12:30 p.m., New York City time, on each Interest Rate Adjustment Date for this Note, the applicable Remarketing Agent will notify the Company and the Trustee in writing (which may include facsimile or other electronic transmission), of (i) the interest rate or, in the case of a floating interest rate, the initial interest rate, the Spread and Spread Multiplier and the Initial Interest Reset Date, applicable to this Note for the next Interest Rate Period, (ii) the Interest Rate Adjustment Date, (iii) the Interest Payment Dates, if this Note will then be in the Commercial Paper Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate Mode or the MAPS Mode, (iv) the optional redemption terms, if any,

and early remarketing terms, if any, in the case of remarketing into a Long Term Rate Period, (v) the aggregate principal amount of all Notes tendered for remarketing on such date, and (vi) the aggregate principal amount of such tendered Notes which such Remarketing Agent was able to remarket, at a price equal to 100% of the principal amount thereof plus accrued interest, if any. Immediately after receiving such notice and, in any case, not later than 1:30
p.m., New York City time, the Trustee will transmit such information and any other settlement information required by DTC to DTC in accordance with DTC's procedures as in effect from time to time.

By telephone at approximately 1:00 p.m., New York City time, on such Interest Rate Adjustment Date, the applicable Remarketing Agent will advise the purchaser of this Note (or the DTC participant of each such purchaser who it is expected in turn will advise such purchaser) of the principal amount of such Notes that such purchaser is to purchase.

The purchaser of this Note in a remarketing will be required to give instructions to its DTC participant to pay the purchase price therefor in same day funds to the applicable Remarketing Agent against delivery of the principal amount of this Note by book-entry through DTC by 3:00 p.m., New York City time, on the Interest Rate Adjustment Date.

When tendered, or deemed tendered, this Note will be automatically delivered to the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time), by book-entry through DTC against payment of the purchase price or redemption price herefor, on the Interest Rate Adjustment Date relating hereto.

The applicable Remarketing Agent will make, or cause the Trustee to make, payment to the DTC participant of the tendering beneficial owner hereof subject to a remarketing, by book-entry through DTC by the close of business on the related Interest Rate Adjustment Date against delivery through DTC of the beneficial owner's tendered Note, of the purchase price for this Note. If this Note was purchased pursuant to a Special Mandatory Purchase, subject to receipt of funds from the Company or the Liquidity Provider (if any), as the case may be, the Trustee will make such payment of the purchase price for this Note plus accrued interest, if any, to such date.

The transactions described above for a remarketing of this Note will be executed on each Interest Rate Adjustment Date for this Note through DTC in accordance with the procedures of DTC, and the accounts of the respective DTC participants will be debited and credited and this Note will be delivered by book-entry as necessary to effect the purchases and sales hereof, in each case as determined in the related remarketing.

Except as otherwise set forth below, the purchase price for this Note to the tendering beneficial owner shall be paid solely out of the proceeds received from a purchaser of this Note in such remarketing, and neither the Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent(s) nor the Company (except as set forth below) will be obligated to provide funds to make payment upon any beneficial owner's tender of this Note in a remarketing.

The tender and settlement procedures described above, including provisions for payment by purchasers of this Note or for payment to the selling beneficial owners of this Note, may be

modified to the extent required by DTC. In addition, each Remarketing Agent may, without the consent of the Holders of the Notes, modify the tender and settlement procedures set forth above in order to facilitate the settlement and remarketing process.

As long as DTC's nominee holds the certificates representing this Note in the book-entry system of DTC, no certificates for this Note will be delivered by any selling beneficial owner to reflect any transfer of this Note effected in any remarketing.

Failed Remarketing. If this Note is not successfully remarketed, this Note shall be subject to Special Mandatory Purchase by the Company (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date for this Note, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, if it, or the Standby Remarketing Agent or Agents were unable to remarket all or a portion of the principal amount of this Note on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider, if any, to purchase this Note at a price equal to the outstanding principal amount hereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase this Note. In each case, the Company will pay all accrued and unpaid interest, if any, on this Note to such Interest Rate Adjustment Date. Payment of the principal amount of this Note by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners of this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on the related Interest Rate Adjustment Date.

TRANSFER OR EXCHANGE

As provided in the Indenture and subject to certain limitations set forth therein and herein, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and premium, if any, and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto, the Company and the Security Registrar or any transfer agent duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.

The Notes are issuable only in fully registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations set forth therein and herein, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of any authorized denomination, as requested by the registered owner surrendering the same.

No service charge shall be made for any registration of transfer or exchange of this Note, but, subject to certain limitations set forth in the Indenture, the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

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

REDEMPTION AND ACCELERATION

Special Mandatory Purchase. If by 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date for this Note, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed this Note, this Note shall be subject to Special Mandatory Purchase. Either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider (if any), will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners of this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of this Note, equal to 100% of the principal amount thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company hereby agrees to purchase this Note on such Interest Rate Adjustment Date. The Company has agreed in the Indenture to pay the accrued interest, if any, on this Note by depositing sufficient same-day funds therefor with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date.

Failure by the Company to purchase this Note pursuant to a Special Mandatory Purchase in the manner provided in this Note will constitute an Event of Default under the Indenture in which event the date of such failure shall constitute a date of Maturity for this Note and the principal hereof may be declared due and payable in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, this Note will bear interest at the Special Interest Rate as provided above under "Interest."

Optional Redemption on any Interest Rate Adjustment Date. This Note is subject to Optional Redemption, at the direction of the Company and without notice to the Holders, on any

Interest Rate Adjustment Date relating hereto, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest to the date set for redemption (the "Redemption Date").

Optional Redemption While This Note is in the Long Term Rate Mode. So long as this Note bears interest in the Long Term Rate Mode, this Note is subject to Optional Redemption at the written direction of the Company if so specified at the time of conversion to or within such Long Term Rate Mode (a) commencing on the Commencement Date, if any, specified in Annex A, in whole or in part at any time, at the applicable redemption prices for any Redemption Date (dates inclusive) (i) from the Commencement Date to but not including the first anniversary of the Commencement Date, (ii) from the first anniversary of the Commencement Date to but not including the second anniversary of the Commencement Date, and (iii) from the second anniversary of the Commencement Date and thereafter (expressed as percentage of the principal amount so redeemed) set forth in Annex A, plus accrued interest to the Redemption Date or
(b) otherwise as set forth in Annex A.

Notice of redemption shall be given by mail to the registered owner of this Note, 30 days prior to the Redemption Date, all as provided in the Indenture. As provided in the Indenture, notice of redemption as aforesaid may state that such redemption shall be conditioned upon the receipt by the Trustee of the redemption monies on or before the date fixed for such redemption; a notice of redemption so conditioned shall be of no force or effect if such money is not so received.

The Company shall not be required to (a) issue, register the transfer of or exchange Notes of this series during a period beginning at the opening of business 15 days before any selection of Notes of this series to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption or (b) register the transfer of or exchange any Notes selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part.

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

Allocation. Except in the case of a Special Mandatory Purchase, if this Note is to be redeemed in part, DTC, after receiving notice of redemption specifying the aggregate principal amount of this Note to be so redeemed, will determine by lot (or otherwise in accordance with the procedures of DTC) the principal amount of this Note to be redeemed from the account of each DTC participant. After making its determination as described above, DTC will give notice of such determination to each DTC participant from whose account this Note is to be redeemed. Each such DTC participant, upon receipt of such notice, will in turn determine the principal amount of this Note to be redeemed from the accounts of the beneficial owners of this Note for which it serves as DTC participant, and give notice of such determination to the Remarketing Agent.

Acceleration. If any Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

MAPS MODE

Notwithstanding anything herein to the contrary, the provisions of this section shall apply to this Note upon conversion to the MAPS Mode, and shall supersede any conflicting provisions of general applicability contained elsewhere herein, during the period from, and including, the Interest Rate Adjustment Date beginning a MAPS Rate Period to, but excluding, the next succeeding Interest Rate Adjustment Date (or if the MAPS Agent does not elect to purchase this Note on the MAPS Remarketing Date designated for such MAPS Mode or if after electing to so purchase this Note the MAPS Agent fails for any reason to so purchase this Note, to the MAPS Remarketing Date).

(a) Interest To MAPS Remarketing Date. The Interest Rate Period for this Note in the MAPS Mode will be established by the Company (as described in "Interest Rate" above) as a period of more than 364 days and not exceeding the remaining term to the Stated Maturity of this Note; provided, however, that such Interest Rate Period must end on the day prior to an Interest Payment Date for this Note. The MAPS Rate Period shall consist of the period from, and including, the Interest Rate Adjustment Date commencing such Interest Rate Period to, but excluding, the date (the "MAPS Remarketing Date") designated at such time by the MAPS Agent after consultation with the Company and set forth in Annex A hereto. The interest rate and, in the case of a floating interest rate, the Spread, if any, and the Spread Multiplier, if any, to the MAPS Remarketing Date for this Note in the MAPS Mode will be determined not later than 11:50 a.m., New York City time, on the Interest Rate Adjustment Date for this Note, which for the MAPS Mode is the first day of the MAPS Rate Period for this Note. Such interest rate will be the minimum rate of interest and, in the case of a floating interest rate, Spread (if any) and Spread Multiplier (if any) necessary in the judgment of such MAPS Agent to produce a par bid in the secondary market for this Note on the date the interest is established. The designated MAPS Remarketing Date shall be an Interest Payment Date within such Interest Rate Period.

(b) Mandatory Tender. Provided that the MAPS Agent gives notice to the Company and the Trustee on a Business Day not later than ten (10) days prior to the MAPS Remarketing Date of its intention to purchase this Note for remarketing (the "Notification Date"), this Note shall be automatically tendered, or deemed tendered, to the MAPS Agent for purchase on the MAPS Remarketing Date, except in the circumstances described in "Redemption" below, for 100% of the principal amount hereof. Upon tender, the MAPS Agent may remarket this Note for its own account at varying prices to be determined by the MAPS Agent at the time of such sale. From, and including, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, this Note shall bear interest at the MAPS Interest Rate. If the MAPS Agent elects to remarket this Note, the obligation of the MAPS Agent to purchase this Note on the MAPS Remarketing Date is subject to, among other things, the conditions that, since the Notification Date, no material adverse change in the condition of the Company and its

subsidiaries, considered as one enterprise, shall have occurred and that no Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to this Note shall have occurred and be continuing.

(c) Remarketing; Establishing the MAPS Interest Rate. Subject to the MAPS Agent's election to remarket this Note, the MAPS Interest Rate shall be determined by the MAPS Agent by 3:30 p.m., New York City time, on the third Business Day immediately preceding the MAPS Remarketing Date (the "Determination Date") to the nearest one hundred-thousandth (0.00001) of one percent per annum, and shall be equal to the Base Rate established by the MAPS Agent, after consultation with the Company, at or prior to the commencement of the MAPS Mode (the "Base Rate") plus the Applicable Spread, which shall be based on the Dollar Price of this Note as of the MAPS Remarketing Date.

(d) Notification of Results; Settlement. Provided the MAPS Agent has previously notified the Company and the Trustee on the Notification Date of its intention to purchase this Note on the MAPS Remarketing Date, the MAPS Agent shall notify the Company, the Trustee and DTC by telephone, confirmed in writing, by 4:00 p.m., New York City time, on the Determination Date, of the MAPS Interest Rate, and this Note shall be automatically delivered to the account of the Trustee, by book-entry through DTC pending payment of the purchase price therefor, on the MAPS Remarketing Date.

In the event that the MAPS Agent purchases this Note on the MAPS Remarketing Date, the MAPS Agent shall make or cause the Trustee to make payment to the DTC participant of each tendering beneficial owner hereof, by book-entry through DTC by the close of business on the MAPS Remarketing Date against delivery through DTC of such beneficial owner's interest herein, of 100% of the principal amount for this Note. If the MAPS Agent does not purchase this Note on the MAPS Remarketing Date, the Company may attempt to convert this Note to a new Interest Rate Mode; the interest rate will be determined as provided above in "Interest Rate" and settlement will be effected as described under "Remarketing and Settlement" above. In any case, the Company shall make or cause the Trustee to make payment of interest to each beneficial owner of this Note due on the MAPS Remarketing Date by book-entry through DTC by the close of business on the MAPS Remarketing Date.

The transactions set forth above shall be executed on the MAPS Remarketing Date through DTC in accordance with the procedures of DTC, and the accounts of the respective DTC participants shall be debited and credited and this Note shall be delivered by book-entry as necessary to effect the purchases and sales thereof.

Transactions involving the sale and purchase of Notes remarketed by the MAPS Agent on and after the MAPS Remarketing Date will settle in immediately available funds through DTC's Same-Day Funds Settlement System.

The tender and settlement procedures set forth above, including provisions for payment by purchasers of this Note in the remarketing or for payment to selling beneficial owners of this

Note, may be modified to the extent required by DTC or to the extent required to facilitate the tender and remarketing of this Note in certificated form, if the book-entry system is no longer available for this Note at the time of the remarketing. In addition, the MAPS Agent may, without the consent of the Holders of the Notes, modify the settlement procedures set forth above in order to facilitate the tender and settlement process.

As long as DTC's nominee holds the certificates representing this Note in the book-entry system of DTC, no certificates for this Note shall be delivered by any selling beneficial owner to reflect any transfer of such Notes effected in the remarketing.

(e) Conversion or Redemption Following Election by the MAPS Agent to Remarket. If the MAPS Agent elects to remarket this Note on the MAPS Remarketing Date, this Note will be subject to a mandatory tender to the MAPS Agent for remarketing on such date, in each case subject to the conditions set forth above and to the Company's right to either convert this Note to a new Interest Rate Mode on the MAPS Remarketing Date or to redeem this Note from the MAPS Agent, in each case as described in the next sentence. The Company will notify the MAPS Agent and the Trustee, not later than the Business Day immediately preceding the Determination Date, if the Company irrevocably elects to exercise its right to either convert the Notes to a new Interest Rate Mode, or to redeem the Notes, in whole but not in part, from the MAPS Agent at the Optional Redemption Price, in each case on the MAPS Remarketing Date.

In the event that the Company irrevocably elects to convert this Note to a new Interest Rate Mode, then as of the MAPS Remarketing Date the Notes will cease to be in the MAPS Mode, the MAPS Remarketing Date will constitute an Interest Rate Adjustment Date, and this Note will be subject to remarketing on such date by a Remarketing Agent appointed by the Company in the Commercial Paper Term Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company in accordance with the procedures set forth herein; provided that in such case, the notice period required for conversion shall be the period commencing the Business Day immediately preceding the Determination Date. In such case, the Company shall pay to the MAPS Agent the excess of the Dollar Price of this Note over 100% of the principal amount of this Note in same-day funds by wire transfer to an account designated by the MAPS Agent on the MAPS Remarketing Date.

In the event that the Company irrevocably elects to redeem this Note, the "Optional Redemption Price" shall be the greater of (i) 100% of the principal amount of this Note and (ii) the Dollar Price, plus in either case accrued and unpaid interest from the MAPS Remarketing Date on the principal amount being redeemed to the date of redemption. If the Company elects to redeem this Note, it shall pay the redemption price therefor in same-day funds by wire transfer to an account designated by the MAPS Agent on the MAPS Remarketing Date.

If notice has been given as provided in the Indenture and funds for the redemption of any Notes called for redemption shall have been made available on the redemption date referred to in such notice, this Note shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the MAPS Agent from and after the redemption date shall be

to receive payment of the Optional Redemption Price upon surrender of this Note in accordance with such notice.

OTHER PROVISIONS

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 registered owners of the securities of each series thereunder to be affected under the Indenture at any time by the Company and the Trustee with the consent of the registered owners of not less than a majority in principal amount of such securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the registered owners of specified percentages in principal amount of the securities of each series thereunder at the time Outstanding, on behalf of the registered owners of all securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the registered owner of this Note shall be conclusive and binding upon such registered owner and upon all future registered owners of this Note issued upon the registration of transfer hereof or in exchange for or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

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

Notwithstanding anything to the contrary contained herein, if a Policy is in effect with respect to this Note and the Insurer is not in default of its obligations to make payments thereunder, the Insurer shall be deemed to be the Holder of this Note for all purposes under the Indenture and shall have the exclusive right to exercise or direct the exercise of remedies on behalf of the Holders of this Note in accordance with the terms of the Indenture following an Event of Default, and the principal of this Note may not be declared due and payable immediately without the prior written consent of the Insurer.

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

principal of and premium, if any, and any interest including additional amounts, on this Note at the times, places and rate, and in the coin or currency, herein prescribed.

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

All terms used in this Note which are not defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

This Note shall not be valid or become obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been executed by the Trustee.

IN WITNESS WHEREOF, DTE CAPITAL CORPORATION has caused this instrument to be duly executed.

DTE CAPITAL CORPORATION

Title:

Attest:

This is one of the Notes of the series designated herein, referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK,
as Trustee

Date:

ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER

To assign this Note fill in the form below:

(I) or (we) assign and transfer this Note to

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the date that is two years (or such shorter period as may then be applicable under Rule 144(k) of the United States Securities Act or 1933, as amended (the "Securities Act") (or any successor provision)) after the later of the date of original issuance of such Notes and the last date, if any, on which this Note is owned by the Company or any Affiliate (as defined in the Indenture) of the Company, the undersigned confirms that this Note is being transferred:

         (1)  :   to the Company or a Subsidiary thereof; or

         (2)  :   pursuant to and in compliance with Rule 144A under the
                  Securities Act; or

         (3)  :   pursuant to Rule 144 under the Securities Act; or

         (4)  :   pursuant to an effective registration statement under the
                  Securities Act; or

         (5)  :   pursuant to another available exemption from
                  the registration requirements of the Securities Act.

--------

* Signature must be guaranteed by a commercial bank, trust company or member firm or a major stock exchange.

Unless one of the boxes is checked, the Trustee will refuse to register this Note in the name of any person other than the registered Holder thereof; provided, however, that if box (5) is checked, the Trustee (as instructed by the Company) and the Company may require, prior to registering any transfer of this Note, such certifications, legal opinions or other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

CUSIP Number:              23333MAB7

Principal Amount:          $

Original Issue Date:       November 23 , 1998

Issue Price:               100%

Stated Maturity:           November 15, 2038

Initial Interest Rate:     7.11% per annum

Interest Payment Dates:    May 15 and November 15, commencing May 15, 1999

Record Dates:              15 days prior to the related Interest Payment Date

Initial Interest Rate
  Adjustment Date:         November 15, 2003


                       Subsequent Interest Rate Period(s):

CUSIP Number:

Principal Amount:

Interest Rate Adjustment Date:

Record Date(s):

Interest Payment Date(s):

[   ]    Commercial Paper Term Mode

[   ]    Long Term Rate Mode

[   ]    MAPS Mode

         [   ]    MAPS Agent: _____________

         [   ]    Base Rate: _________________

         [   ]    MAPS Remarketing Date: ________________

[ ] Reference Corporate Dealers:

                  [   ]    Reference Treasury Dealer: ________________

                  [   ]    MAPS Interest Rate: ___________



Interest Rate:

[ ] Fixed Rate:

[ ] Floating Rate:

Calculation Agent (if other than The Bank of New York):

Initial Interest Rate to Initial Interest Reset Date:

Interest Rate Basis(es):

[ ] CD Rate
Index Maturity:

[ ] CMT Rate
Index Maturity:

Designated CMT Telerate Page:

[ ] Commercial Paper Rate

Index Maturity:

[ ] Federal Funds Rate

[ ] LIBOR
[ ] LIBOR Reuters
Index Currency:
Index Maturity:
[ ] LIBOR Telerate
Index Currency:
Index Maturity:

[ ] Prime Rate

[ ] Treasury Rate
Index Maturity:

Spread (+/-):

Spread Multiplier:

Floating Rate Maximum Interest Rate:

Floating Rate Minimum Interest Rate:

Initial Interest Reset Date:

Interest Reset Date:

Interest Reset Period(s):

Day Count Convention:

[ ] Actual/360
[ ] Actual/Actual
[ ] 30/360

Redemption Price:   (i)  __________________%
                   (ii)  __________________%
                  (iii)  __________________%

Other or Alternative Terms of Optional Repayment:

Early Remarketing Provisions (Long Term Rate Mode):

Initial Early Remarketing Date: _________________

Initial Early Remarketing Premium: ______________

Annual Early Remarketing Premium Percentage Reduction: _____________

Other or Alternative Terms of Early Remarketing:

Other Provisions:

[FORM OF STATEMENT OF INSURANCE]

(the "Insurer") has issued a policy containing the following provisions, such policy being on file at the office of The Bank of New York, New York, New York.

[ ] (the "Insurer"), in consideration of the payment of the premium and subject to the terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full and complete payment required to be made by or on behalf of the Issuer to The Bank of New York or its successor (the "Paying Agent") of an amount equal to (i) the principal of the Obligations (as that term is defined below) on the mandatory tender date of [ ] and interest on the Obligations as such payments become due on and prior to such mandatory tender date but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption, or acceleration resulting from default or otherwise, the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean:

[$

]

Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount for which is then due, that such required payment has not been made, the Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with
[ ], in New York, New York, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being in a form satisfactory to [ ] shall disburse to such owners, or the Payment Agent payment of the Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the payment of such Insured

Amounts and legally available therefor. This policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any Obligation.

As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the Issuer, or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer constitutes the underlying security for the Obligations.

Any service of process on the Insurer may be made to the Insurer at its offices located at [ ] and such service of process shall be valid and binding.

This policy is non-cancelable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity of the Obligations.

This policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New York Insurance Law.

EXHIBIT B

FORM OF LIQUIDITY PROVIDER NOTE

(Attached)

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

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

 Facility
Expiration       Date of            Original
   Date          Maturity           Issue Date              CUSIP

                          November 15, 2038

DTE CAPITAL CORPORATION, a corporation duly organized and existing under the laws of the State of Michigan (the "Company"), for value received hereby promises to pay to

_______________________ or registered assigns, the principal sum of $________________ on November 15, 2038, upon the presentation and surrender hereof at the principal office of The Bank of New York, or its successor in trust (the "Trustee"), and to pay interest on the unpaid principal balance hereof from the Original Issue Date specified above or such date to which interest has been paid or duly provided for, until such principal balance has been paid in full, at such interest rates, and payable at such times, as are specified in the applicable Standby Note Purchase Agreement and are notified to the Trustee by the Administrative Agent under such Standby Note Purchase Agreement. Payment of the principal of and interest on this Note will be made at the office or agency maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the person in whose name this Note is registered at the close of business on the Record Date.

This Note is one of a duly authorized series of Securities of the Company (the "Notes"), issued and to be issued under an Indenture, dated as of June 15, 1998, as amended and supplemented by the First Supplemental Indenture dated as of June 15, 1998 and the Second Supplemental Indenture, dated as of November 1, 1998 (together, the "Indenture"), between the Company and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the registered owners of the Notes and of the terms upon which the Notes are, and are to be authenticated and delivered.

This Note is entitled to the benefit of that certain support agreement (the "Support Agreement"), dated as of November 18, 1998, by and between the Company and DTE Energy Company, the owner, directly or indirectly, of 100% of the outstanding common stock of the Company and that certain assignment and pledge of the Company's rights under the Support Agreement to the Lenders (as defined in the Support Agreement), pursuant to the terms and conditions of the collateral assignment agreement (the "Collateral Assignment Agreement"), dated as of November 18, 1998, by and between the Company and the Lenders, subject in each case to amendment or termination of the Support Agreement or, as the case may be, the Collateral Assignment Agreement, in accordance with their respective terms.

REMARKETING, TENDER AND SETTLEMENT

In the event of a successful remarketing, this Note will automatically be tendered for purchase, or deemed tendered for purchase, by the beneficial owner hereof on the day set forth in a notice by the applicable Remarketing Agent to the Company, the Liquidity Provider and the Trustee (the "Tender Date"). The applicable Remarketing Agent will make payment to the DTC participant of the tendering beneficial owner hereof subject to a remarketing, by book-entry through DTC by the close of business on such Tender Date against delivery through DTC of the beneficial owner's tendered Note, of the purchase price for this Note, plus accrued interest, if any, to such date.

The transactions described above for a remarketing of this Note will be executed through DTC in accordance with the procedures of DTC, and the accounts of the respective DTC participants will be debited and credited and this Note will be delivered by book-entry as necessary to effect the purchases and sales hereof, in each case as determined in the related remarketing.

The purchase price for this Note to the beneficial owner hereof shall be paid solely out of the proceeds received from a purchaser of this Note in such remarketing and neither the Remarketing Agent nor the Company will be obligated to provide funds to make payment upon any beneficial owner's tender of this Note in a remarketing.

The settlement procedures described above, including provisions for payment by purchasers of this Note or for payment to the beneficial owner of this Note, may be modified to the extent required by DTC. In addition, the Remarketing Agent may, in accordance with the terms of the Indenture, modify the settlement procedures set forth above in order to facilitate the settlement process.

As long as DTC's nominee holds the certificates representing this Note in the book-entry system of DTC, no certificates for this Note will be delivered by the beneficial owner hereof to reflect any transfer of this Note effected in any remarketing.

TRANSFER OR EXCHANGE

As provided in the Indenture and subject to certain limitations set forth therein and herein, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and premium, if any, and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Company and the Security Register or any transfer agent duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.

The Notes are issuable only in fully registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of any authorized denomination, as requested by the registered owner surrendering the same.

No service charge shall be made for any registration of transfer or exchange of this Note, but, subject to certain limitations set forth in the Indenture, the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

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

ACCELERATION

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

OTHER PROVISIONS

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 registered owners of the securities of each series thereunder to be affected under the Indenture at any time by the Company and the Trustee with the consent of the registered owners of not less than a majority in principal amount of such securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the registered owners of specified percentages in principal amount of the securities of each series thereunder at the time Outstanding, on behalf of the registered owners of all securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the registered owner of this Note shall be conclusive and binding upon such registered owner and upon all future registered owners of this Note issued upon the registration of transfer hereof or in exchange for or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

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

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

principal of and premium, if any, and any interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.

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

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

This Note shall not be valid or become obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been executed by the Trustee.

IN WITNESS WHEREOF, DTE CAPITAL CORPORATION has caused this instrument to be duly executed.

DTE CAPITAL CORPORATION

Attest:

This Note is one of the Notes of the series designated herein, referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK,

Date:

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------| Please insert Social Security or Other Identifying Number of Assignee

the within Note and all rights thereunder and does hereby irrevocably constitute and appoint ________________ attorney to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises.

In the presence of:

EXHIBIT C

DTE CAPITAL CORPORATION

REMARKETED NOTES, 1998 SERIES B DUE 2038
SUPPLEMENTAL COMPANY ORDER

Pursuant to Article Six of the Second Supplemental Indenture, dated as of November 1, 1998, to the Indenture, dated as of June 15, 1998, as amended, you are instructed to prepare and authenticate a Note, of the series identified above, in the principal amount of $300,000,000. The Note is being delivered in exchange for issued and outstanding Notes of the series identified above.

IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of November, 1998.

EXHIBIT D

[FORM OF SUPPORT AGREEMENT]

(Attached)

EXHIBIT E

[FORM OF COLLATERAL ASSIGNMENT AGREEMENT]

(Attached)

EXHIBIT F

[FORM OF POLICY]

(Attached)

EXHIBIT G

[DTE Capital Corporation Letterhead]

FLOATING INTEREST RATE NOTICE

[Date]

To: [Remarketing Agent(s)]
[Address]

The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Trustee Administration Telecopy: (212) 815-5915

Re: Remarketed Notes, 1998 Series B (the "Notes")

Ladies and Gentlemen:

This Floating Interest Rate Notice relates to (i) $300,000,000 principal amount of the Notes (CUSIP No. ____________) and (ii) the proposed
[Long Term Rate Period] [MAPS Rate Period] of the Note (the "Interest Rate Period") commencing on ______________ and ending on ___________. Capitalized terms used and not otherwise defined herein shall have their respective meanings assigned to them in the Notes.

We hereby notify you that the above-referenced Notes will bear the following floating rate terms during the Interest Rate Period specified above:

1. The Interest Rate Basis(es) shall be:

[ ] CD Rate, where the Index Maturity will be _______________;

[ ] CMT Rate, where the Designated CMT Maturity Index will be ______________, and the Designated CMT Telerate Page will be _______________;

[ ] Federal Funds Rate;

[ ] LIBOR Reuters, where the Index Currency will be __________, and the Designated LIBOR Page will be ____________;

[ ] LIBOR Telerate, where the Index Currency will be __________, and the Designated LIBOR Page will be ____________;

[ ] Prime Rate;

[ ] Treasury Rate ____________.

2. The floating interest rate will be reset as follows:

[ ] Initial Interest Reset Date will be _____________;

[ ] Interest Reset Dates will be _____________;

[ ] Interest Reset Period will be ______________.

3. The interest will be paid as follows:

[ ] Interest Payment Dates will be _____________;

[ ] Interest Payment Period will be _____________;

[ ] Index Maturity will be _____________;

[ ] Floating Rate Maximum Interest Rate will be _____________;

[ ] Floating Rate Minimum Interest Rate will be ______________.

4. Day Count Convention:

[ ] Actual/360 _____________;

[ ] Actual/Actual _____________;

[ ] 30/360.

Applicable Interest Rate Basis:

5. Other terms: [ ]

Each Beneficial Owner of the Note will be deemed to have tendered such Note as of the Interest Rate Adjustment Date and will not be entitled to further accrual of interest after the Interest Rate Adjustment Date.

DTE CAPITAL CORPORATION

Title:

EXHIBIT H

[FORM OF CONVERSION NOTICE]

(Attached)

[DTE Capital Corporation Letterhead]

CONVERSION NOTICE

[Date]

To: [Remarketing Agent(s)]

THE BANK OF NEW YORK
101 Barclay Street, Floor 21W
New York, New York 10286

Attn: Corporate Trust Administration

Re: Remarketed Notes, 1998 Series B

Dear Sirs:

This Conversion Notice relates to $ ______ principal amount of the Remarketed Notes (CUSIP No. ________), (the "Notes"). Capitalized terms used and not otherwise defined herein shall have their respective meanings assigned to them in the Notes.

We hereby notify you each of the following, to become effective for the Interest Rate Period commencing on _____________ (the "Conversion Date"):

[   ]    Commercial Paper Term Mode

[   ]    Long Term Rate Mode

[   ]    MAPS Mode

         [   ]    MAPS Agent: _____________

         [   ]    Base Rate: _________________

         [   ]    MAPS Remarketing Date: ________________

[ ] Reference Corporate Dealers:

[ ] Reference Treasury Dealer: ________________

[ ] Interest Rate Period: ___________

[   ]    Interest Rate Adjustment Date: _______________

[   ]    Optional Redemption Provisions (Long Term Rate Mode):

[   ]    Commencement Date:

[   ]    Redemption Price:  (i)  __________________%
                           (ii)  __________________%
                          (iii)  __________________%

[ ] Other or Alternative Terms of Optional Redemption:

[ ] Early Remarketing Provisions (Long Term Rate Mode):

[   ]    Initial Early Remarketing Date:  _________________

[   ]    Initial Early Remarketing Premium:  ______________

[   ]    Annual Early Remarketing Premium Percentage
         Reduction:  __________

[   ]    Other or Alternative Terms of Early Remarketing:
         _____________

Each beneficial owner of the Notes will be deemed to have tendered such Notes as of the Conversion Date and will not be entitled to further accrual of interest after the Conversion Date.

DTE CAPITAL CORPORATION

Title:

COLLATERAL ASSIGNMENT AGREEMENT dated as of November 18, 1998, made by DTE CAPITAL CORPORATION, a Michigan corporation (the "Grantor"), to the Lenders (as defined in the Support Agreement (as hereinafter defined)).

PRELIMINARY STATEMENTS:

(1) the Grantor and The Bank of New York, as trustee (the "Trustee") have entered into an Indenture dated as of June 15, 1998 (the "Original Indenture") pursuant to which the Grantor may issue its debt securities from time to time. The Grantor and the Trustee have also entered into a second supplemental indenture (the "Second Supplemental Indenture") and, together with the Original Indenture, and as further supplemented or amended the "Indenture") pursuant to the terms of which the Grantor has agreed to issue $300,000,000 Remarketed Notes, 1998 Series B due 2038 (the "Debt Securities").

(2) the Grantor and the Initial Purchasers (as defined in the Support Agreement) have entered into a Purchase Agreement, dated as of November 18, 1998, relating to the issuance and sale of the Debt Securities by the Company.

(3) the Grantor has entered into a support agreement, dated as of November 18, 1998 (the "Support Agreement") with DTE Energy Company, a Michigan corporation and the parent of the Grantor (the "Parent"), to provide for support with respect to payments due by the Grantor on the Debt Securities and related Debt (as defined in the Support Agreement) to the Lenders, and the Grantor desires to grant the assignment and security interest contemplated by this Agreement in accordance with the Support Agreement. Terms defined in the Support Agreement and not otherwise defined herein are used herein as therein defined.

(4) the Grantor and the Lenders wish to set forth their respective understandings as to the enforcement of the Lenders rights hereunder relating to the Collateral (as defined below).

NOW, THEREFORE, in consideration of the premises, and subject to the terms and conditions set forth herein, the Grantor hereby agrees with the Lenders as follows:

Section 1. Collateral Assignment. The Grantor hereby assigns to the Lenders for their ratable benefit, and hereby grants to the Lenders for their ratable benefit a security interest in, all of the Grantor's right, title and interest in and to the following (the "Collateral"): the Support Agreement as it may be amended or otherwise modified from time to time) (the "Assigned Agreement"), including, without limitation, (i) all rights of the Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreement, (ii) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreement, (iii) claims of the Grantor for damages arising out of or for breach of or default under the Assigned Agreement, (iv) the right of the Grantor to terminate the Assigned Agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, and (v) all proceeds of any and all of the foregoing Collateral, subject, in each case, to the subordination provisions set forth in Section 15 hereof.

Section 2. Security for Obligations. This Agreement secures the payment of all obligations of the Grantor now or hereafter existing under the Debt Securities or related Debt, whether for principal, interest, premium, fees, expenses or otherwise, and all obligations of the Grantor now or hereafter existing under this Agreement (all such obligations of the Grantor being the "Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by the Grantor to the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Grantor.

Section 3. Grantor Remains Liable. Anything herein to the contrary notwithstanding, (a) the Grantor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by any Lender of any of the rights hereunder shall not release the Grantor from any of its duties or obligations under the Debt Securities, and the contracts and agreements included in the Collateral, and (c) no Lender shall have any obligation or liability under the Debt Securities, or the contracts and agreements included in the Collateral, by reason of this Agreement, nor shall any Lender be obligated to perform any of the obligations or duties of the Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Section 4. Representations and Warranties. The Grantor represents and warrants as follows:

(a) The Assigned Agreement, a true and complete copy of which has been furnished to the Lenders, has been duly authorized, executed and delivered by all parties thereto, has not been amended or otherwise modified except as permitted by Section 7, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms. There exists no default under the Assigned Agreement by any party thereto.

(b) The chief place of business and chief executive office of the Grantor and the office where the Grantor keeps it records concerning the Collateral are located at its address specified in Section 12. None of the Collateral is evidenced by a promissory note or other instrument (it being understood that the Assigned Agreement does not constitute a promissory note or other instrument).

(c) The Grantor is the legal and the beneficial owner of the Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement. No effective financing statement or other document similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Lenders relating to this Agreement. The Grantor has no trade names but is known from time to time as a DTE Energy Company.

(d) This Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment of the Obligations, and all filings and

other actions necessary or desirable to perfect and protect such security interest have been duly taken.

(e) No consent of any other person or entity and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (i) for the grant by the Grantor of the assignment and security interest granted hereby or for the execution, delivery or performance of this Agreement by the Grantor, (ii) for the perfection or maintenance of the assignment and security interest created hereby (including the first priority nature of such assignment and security interest) or (iii) for the exercise by any Lender of its rights and remedies hereunder.

(f) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

(g) The Grantor has, independently and without reliance upon any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.

Section 5. Further Assurances. (a) The Grantor agrees that from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or any Lender may reasonably request, in order to perfect and protect the assignment and security interest granted or purported to be granted hereby or to enable the Lenders for their ratable benefit to exercise and enforce their rights and remedies, hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Lenders may reasonably request, in order to perfect and preserve the assignment and security interest granted or purported to be granted hereby.

(b) The Grantor hereby authorizes the Lenders to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral without the signature of the Grantor where permitted by law. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Section 6. Place of Perfection: Records. The Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Collateral at the location therefor specified in
Section 4(b) or, upon 30 days' prior written notice to the Lenders, at any other locations in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Collateral. The Grantor will hold and preserve such records and will permit representatives of the Lenders at any time during normal business hours to inspect and make abstracts from such records.

Section 7. As to the Assigned Agreement.

(a) The Grantor shall at its expense:

(i) perform and observe all the terms and provisions of the Assigned Agreement to be performed or observed by it, maintain the Assigned Agreement in full force and effect, enforce the Assigned Agreement in accordance with its terms, and take all such action to such end as may be from time to time reasonably requested by the Lenders.

(ii) furnish to the Lenders promptly upon receipt thereof copies of all notices, requests and other documents received by the Grantor under or pursuant to the Assigned Agreement, and from time to time (A) furnish to the Lenders such information and reports regarding the Collateral as the Lenders may reasonably request and (B) upon request of the Lenders make to any other party to the Assigned Agreement such demands and requests for information and other reports or for the action as the Grantor is entitled to make thereunder.

(b) The Grantor shall not:

(i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, or create or permit to exist any lien, security interest, option or other charge or encumbrance upon or with respect to any of the Collateral, except for the assignment and security interest under by this Agreement.

(ii) cancel or terminate the Assigned Agreement or consent to or accept any cancellation or termination thereof, other than in accordance with the terms thereof;

(iii) amend or otherwise modify the Assigned Agreement or give any consent, waiver or approval thereunder, other than in accordance with the terms thereof;

(iv) waive any default under or breach of the Assigned Agreement; or

(v) take any other action in connection with the Assigned Agreement which would impair the value of the interest or rights of the Grantor thereunder or which would impair the interest or rights of the Lenders.

Section 8. Payments Under the Assigned Agreement.

(a) The Grantor agrees, and has effectively so instructed the Parent that upon the occurrence and during the continuance of an Event of Default (as defined in the Indenture) or any event that, with the passage of time or the giving of notice, or both, would become an Event of Default, subject to the subordination provision set forth in Section 15, all payments due or to become due under or in connection with the Assigned Agreement shall be made directly to the Lenders, as applicable, at their respective addresses set forth in Section 12.

(b) All moneys received or collected pursuant to subsection (a) above shall be applied ratably to the Obligations owed to the Lenders in accordance with the terms hereof.

Section 9. Lenders May Perform; Expenses (a) If the Grantor fails to perform any agreement contained herein, any Lender may itself perform, or cause performance of, such agreement, and the reasonable expenses of such Lender incurred in connection therewith shall be payable by the Grantor under (b) below.

(b) The Grantor will, upon demand, pay to the applicable Lender (in the case of the holders of the Debt Securities, the Trustee) the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which such Lender may incur in connection with (1) the administration of this Agreement, (2) the custody or preservation of, or the sale of, collection from or other realization upon, any of the Collateral, (3) the exercise or enforcement of any rights of such Lender hereunder or (4) the failure by the Grantor to perform or observe any of the provisions hereof.

Section 10. Remedies. If any Event of Default, or any event that, with the passage of time or the giving of notice, or both, would become an Event of Default, shall have occurred and be continuing:

(a) The Lenders may exercise any and all rights and remedies of the Grantor under or in connection with the Assigned Agreement or otherwise in respect of the Collateral, including, without limitation, any and all rights of the Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, the Assigned Agreement.

(b) All payments received by the Grantor under or in connection with the Assigned Agreement or otherwise in respect of the Collateral shall be received in trust for the ratable benefit of the Lenders in accordance with the terms hereof, shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Lenders in the same form as so received (with any necessary endorsement).

(c) The Lenders may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time (the "Code") (whether or not the Code applies to the affected Collateral).

Section 11. Amendments; Etc. No amendment or waiver of any provision of this Agreement, and no consent to any departure by the Grantor herefrom shall in any event be effective unless the same shall be in writing and signed by the Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 12. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing (including telecopier, telex or cable communication) and mailed, telecopied, telexed, cabled or delivered to:

if to the Grantor, at the following address:

DTE Capital Corporation 2000 2nd Avenue Detroit, MI 48226 Attention: Corporate Secretary

if to the Trustee or to the holders of the Debt Securities, at its address specified for the Trustee in the Indenture;

if to the Initial Purchasers at the following addresses:

Salomon Smith Barney Inc. Seven World Trade Center New York, NY 10048

Attn: Howard L. Hiller

Chase Securities Inc. 270 Park Avenue New York, NY 10017

Attn: William D. Rogers

Barclays Capital Inc. 222 Broadway New York, NY 10038

Attn: Michael Brennan

First Chicago Capital Markets, Inc. One First National Plaza Mail Suite 0363 Chicago, Illinois 60670

Attn: Evonne Taylor

or, as to any party, at such other address as shall be designated by such party in a written notice to each other Lender. All such notices and other communications shall, when mailed or telecopied, be effective when deposited in the mails or telecopied, respectively.

Section 13. Continuing Assignment and Security Interest; Assignments under the Indenture. This Agreement shall create a continuing assignment of and security interest in the Collateral and shall (i) remain in full force and effect until the payment in full of the Obligations and all other amounts payable under this Agreement, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Lenders and their respective successors, transferees and assigns. Upon the earlier of the payment in full of the Obligations and

all other amounts payable under this Agreement or the termination of the Support Agreement in accordance with its terms, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor. Upon any such termination, the Lenders will, at the Grantor's expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination.

Section 14 . Trustee Provisions.

(a) Trustee Appointed Attorney-in-Fact. The Grantor hereby appoints the Trustee, as the Grantor's attorney-in-fact to administer all matters concerning the rights of the holders of the Debt Securities, as Lenders, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time to take any action and to execute any instrument which is necessary or advisable or which the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement with respect to the interests of the holders of the Debt Securities hereunder, including, without limitation:

(i) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under on connection with the Collateral;

(ii) to receive, indorse and collect any drafts or other instruments or documents in connection therewith; and

(iii) to file any claims or take any action or institute any proceedings which is necessary or desirable or which the Trustee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of the Assigned Agreement or the rights of the holders of the Debt Securities with respect to any of the Collateral.

(b) Payments Received By Trustee. All payments made under or in connection with the Assigned Agreement or otherwise in respect of the Collateral, and all cash proceeds in respect of any sale of, collection from, or other realization upon all or any part of the Collateral, received by the Trustee for the benefit of the holders of the Debt Securities shall be applied by the Trustee in accordance with the terms of the Indenture. Any surplus of such payments or cash proceeds held by the Trustee and the remaining after payment in full of all the Obligations shall be paid over to the Grantor.

(c) The Trustee's Duties. The Trustee shall act on behalf of the holders of the Debt Securities hereunder in accordance with the same standard of care as under the Indenture.

(d) Indemnity and Expenses. The Grantor agrees to indemnify the Trustee from and against any and all claims, losses and liabilities (including reasonable attorneys' fees and expenses) growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely from the Trustee's own negligence or willful misconduct.

Section 15. Initial Purchasers' Provisions. Each Initial Purchaser is a Lender for all purposes of this Agreement as to any amounts owing to such Initial Purchaser in accordance with the terms of the Purchase Agreement (as defined in the Support Agreement) and shall possess the same rights, in all respects, as any Lender under this Agreement, except that (i) for so long as the Policy (as defined in the Indenture) in respect of the Initial Interest Rate Period (as defined in the Indenture) is in effect and the Insurer is not in default of its payment obligations thereunder, the Insurer shall be entitled to exercise or direct the exercise of the rights of the Initial Purchasers, as Lenders, in accordance with Section 16 hereof, and (ii) the claims of the Initial Purchasers with respect to the Collateral shall be subordinated to the claims of the holders of the Debt Securities and, for so long as the Policy is in effect and the Insurer is not in default of its payment obligations thereunder, the Insurer. Subject only to the foregoing and notwithstanding any other provision herein, including, without limitation, Section 14 hereof, the Initial Purchasers, as Lenders, may act hereunder in their own behalf.

Section 16. Insurer Provisions. (a) Notwithstanding anything to the contrary herein, if a Policy issued by an Insurer is in effect with respect to any Debt Securities and the Insurer is not in default with respect to its obligations under the Policy, this Agreement shall be amended in writing signed by all parties hereto so that such Insurer shall become a party to this Agreement, and the Insurer shall be deemed a Lender for all purposes of this Agreement and shall possess the same rights, in all respects, as any Lender under this Agreement for such time as the Policy is in effect and the Insurer shall possess the exclusive right to exercise or direct the exercise of the rights of all Lenders in accordance with the terms of this Agreement as so amended.

(b) For so long as the Policy is in effect or the Insurer is a holder of any Debt Securities, this Agreement shall be amended in writing signed by all parties hereto so that the Insurer's consent shall be required for any action by the Grantor that would require the Lenders' consent under the terms of this Agreement.

Section 17. Governing Law; Terms. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, except to the extent that the validity or perfection of the assignment and security interest hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of New York. Unless otherwise defined herein, terms used in Article 9 of the Code are used herein as therein defined.

IN WITNESS WHEREOF, each of the Grantor and the other parties indicated below has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

DTE CAPITAL CORPORATION

By: ________________________________
Name:
Title:

THE BANK OF NEW YORK, as Trustee

By: ________________________________
Authorized Signatory

Consented to as of the date                By: ________________________________
first above written:                           Name:
                                               Title:


DTE ENERGY COMPANY                         CHASE SECURITIES INC.

By: ________________________________ By: ________________________________ Name: Name:

Title: Title:

BARCLAYS CAPITAL INC.

By: ________________________________
Name:
Title:

FIRST CHICAGO CAPITAL MARKETS, INC.

By: ________________________________
Name:
Title:

EXHIBIT 4-201

EXECUTION COPY

SUPPORT AGREEMENT BETWEEN
DTE ENERGY COMPANY
AND
DTE CAPITAL CORPORATION

THIS SUPPORT AGREEMENT, dated as of January 19, 1999, is between DTE ENERGY COMPANY, a Michigan corporation ("PARENT"), and DTE CAPITAL CORPORATION, a Michigan corporation ("SUBSIDIARY").

WHEREAS, Parent is the owner of 100% of the outstanding common stock of Subsidiary;

WHEREAS, Subsidiary intends from time to time to make borrowings from the lenders party to the Second Amended and Restated $400,000,000 Credit Agreement (such agreement as it may be amended and in effect from time to time, the "CREDIT AGREEMENT"), dated as of January 19, 1999 among the Subsidiary, the lenders party thereto and Citibank, N.A. as Administrative Agent (such lenders and the Administrative Agent being hereinafter collectively referred to as the "LENDERS"), and to issue debt securities to the Lenders pursuant to the Credit Agreement (such borrowings and debt securities, including without limitation all interest, fees, expenses and other amounts payable in accordance with the documentation relating to such borrowings and debt securities being hereinafter collectively referred to as "DEBT");

WHEREAS, Parent and Subsidiary desire to take certain actions to enhance and maintain the financial condition of Subsidiary as hereinafter set forth in order to enable Subsidiary and its subsidiaries to incur indebtedness on more advantageous and reasonable terms; and

WHEREAS, the Lenders will rely upon this Agreement in making loans or extending credit to Subsidiary;

NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. SECTION STOCK OWNERSHIP. During the term of this Agreement, Parent will own all of the voting common stock of Subsidiary and The Detroit Edison Company ("DECO") now or hereafter issued and outstanding.

1. SECTION NEGATIVE PLEDGE. During the term of this Agreement, Parent will not create or suffer to exist any lien, security interest or other charge of encumbrance, upon or with respect to any voting common stock of DECO from time to time owned by Parent or any capital stock of Subsidiary from time to time owned by Parent, provided, however, that any restriction on the payment of dividends by DECO or Subsidiary contained in any subordinated debt instrument,

preferred stock or preference stock of DECO or Subsidiary shall not constitute a lien, security interest or other charge or encumbrance.

1. SECTION LIQUIDITY PROVISION. If, during the term of this Agreement, Subsidiary is unable to make timely payment of interest, principal or premium, if any, on any Debt owing to any Lender by Subsidiary, Parent promptly shall provide to Subsidiary, at its request, such funds (in the form of cash or liquid assets) in an amount sufficient to permit Subsidiary to make timely payment in respect of such Debt as equity or as a loan, as Parent shall determine in its sole discretion. If such funds are advanced to Subsidiary as a loan, such loan shall be on such terms and conditions, including maturity and rate of interest, as Parent and Subsidiary shall agree. Notwithstanding the foregoing, any such loan shall be subordinated to any and all Debt of Subsidiary owing to any Lender to the extent and in the manner set forth in Section 7 below. Each of the parties hereto acknowledges that Parent's obligations hereunder do not constitute a guarantee by Parent of Debt of the Subsidiary.

1. SECTION WAIVERS. Parent hereby waives any failure or delay on the part of Subsidiary in asserting or enforcing any of its rights or in making any claims or demands hereunder. Subsidiary or any Lender may at any time, without Parent's consent, without notice to Parent and without affecting or impairing Subsidiary's or such Lender's rights or Parent's obligations hereunder, do any of the following with respect to any Debt: (a) make changes modifications, amendments or alterations, by operation of law or otherwise, including, without limitation, any increase in the principal amount of such Debt or the rate of interest payable thereon or any changes in the method of calculating the rate of interest payable thereon, (b) grant renewals and extensions and extensions of time, for payment or otherwise, (c) accept new or additional documents, instruments or agreements relating to or in substitution of said Debt, or (d) otherwise handle the enforcement of their respective rights and remedies in accordance with their business judgment.

1. SECTION AMENDMENT, SUSPENSION. This Agreement may be amended or terminated at any time by written amendment or agreement signed by both parties; provided, however, that except as set forth in the next succeeding sentence, no amendment to the Agreement which adversely affects the rights of Subsidiary or any Lender and no termination of this Agreement shall be effective as to Subsidiary or any Lender until such time as all Debt owing to such Lender by Subsidiary on the date of such amendment or termination shall have been paid in full and such Lender's Commitment (as defined in the Credit Agreement) shall have been terminated, unless such Lender shall consent in writing to the contrary. Notwithstanding the foregoing, Parent's obligations under this Agreement shall be suspended and shall be of no force and effect as to the parties hereto and as to all Lenders if and for so long as (i) Subsidiary shall have (A) a long-term debt rating of not less than "A-" from Standard & Poor's Corporation or its successor ("S&P) or a long-term debt rating of not less than "A3" from Moody's Investors Service or its successor ("MOODY'S") or (B) a short-term debt rating of not less than "A-2" from S&P or a short-term debt rating of not less than "Prime-2" from Moody's and (ii) Parent shall have submitted a written request to the Subsidiary that its obligations under this

Agreement be so suspended (with a copy to the Administrative Agent) and shall not have revoked such request in writing. Parent covenants that it will revoke any such request to the extent that the suspension of Parent's obligations under this Agreement has an adverse effect on any debt rating of Subsidiary. For purposes of this Section 5, ratings shall be based upon unsecured non-credit enhanced debt of Subsidiary.

1. SECTION RIGHTS OF LENDER. Subsidiary hereby assigns and pledges to the Lenders, for the ratable benefit of each Lender, Subsidiary's rights under Sections 1, 2, 3 and 4 of this Agreement, and, if Subsidiary fails or refuses to take timely action to enforce its rights under Section 1, 2, 3 or 4 of this Agreement, any Lender may enforce such rights on behalf of Subsidiary directly against Parent. Parent hereby consents to such assignment and pledge. This assignment and pledge secures all obligations of Subsidiary under the Credit Agreement and the Notes (as defined in the Credit Agreement). Subsidiary and Parent agree, for the benefit of the Lenders, to execute and deliver all further instruments and documents, and take all further action, that Lenders may request in order to perfect and protect any security interest purported to be granted hereby or to enable the Lenders to enforce their rights and remedies hereunder.

1. SECTION SUBORDINATION. All loans made by Parent to Subsidiary pursuant to Section 3 hereof (the "SUBORDINATED LOANS") shall be subordinate and junior in right of payment to the prior payment in full of all Debt from time to time outstanding owing to ally Lender, to the extent and in the manner provided below:

a) Unless and until all Debt owing to the Lenders shall have been paid in full and the Commitments shall have been terminated:

(1) Parent will not sell, assign or otherwise transfer any claim against Subsidiary in respect of any Subordinated Loan unless such transfer is made expressly subject to this Agreement and the transferee shall execute an instrument whereby the transferee agrees to be bound by the provisions of this
Section 7;

(1) Subsidiary will not make, and Parent will not demand, accept or receive, any direct or indirect payment (in cash, property, by set-off or otherwise) of or on account of any Subordinated Loan, and no such payment shall be due, except that nothing contained in this Section 7(a) shall prevent Subsidiary from making, or Parent from accepting and receiving, any payment on account of Subordinated Loans, if there is not then in existence a default by Subsidiary under the Credit Agreement or the Notes (as defined in the Credit Agreement) or a default by Parent under this Agreement.

a) In the event of (x) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relative to Subsidiary or its creditors of its property, or
(y) any proceeding for the voluntary liquidation, dissolution or other winding up of subsidiary, whether or not involving insolvency or bankruptcy proceedings, or (z) any assignment for the benefit of creditors or other marshalling of the assets of Subsidiary, then and in any such event:

(1) all Debt owing to the Lenders shall be paid in full before any payment or distribution of any character (whether in cash, securities or other property) shall be made in respect of any Subordinated Loans;

(1) any payment or distribution of any character (whether in cash, securities or other property) which would otherwise (but for the provisions of this Section 7) be payable or deliverable in respect of any Subordinated Loan shall be paid or delivered directly to the Lenders until all Debt owing to the Lenders shall have been paid in full;

(1) Parent irrevocably authorizes and empowers the Lenders to demand, sue for, collect and receive any such payment or distribution and to receipt therefor and to file all such claims and take all such other action, in the name of Parent or the Lenders or otherwise, as the Lenders may determine to be necessary or appropriate for the enforcement of the provisions of this
Section 7 (Parent hereby agreeing to execute and deliver to the Lenders such further instruments confirming such authorization and such powers of attorney, proofs of claim, assignments of claim and other instruments as may be requested by the Lenders in order to enable them to enforce any and all claims with respect to any Subordinated Loans); and

(1) in case any payment or distribution shall, despite the foregoing provisions, be paid or delivered to Parent before all Debt owing to the Lenders shall have been paid in full, such payment or distribution shall be held in trust for, and shall be paid and delivered to, the Lenders until all Debt owing to the Lenders shall have been paid in full.

a) Until all Debt shall be paid in full, Parent hereby defers all rights of subrogation in respect of any payment of Debt made by Parent. Upon payments in full of Debt owing to Lenders, Parent shall be subrogated to the rights of Lenders to receive any further payment or distributions in respect of Debt, provided, however, that nothing in this Section 7(c) will prohibit the Parent from receiving any payments permitted under Section 7(a)(ii).

a) Notwithstanding anything contained in this Section 7, the Parent shall have the right to loan up to $1,200,000,000 to the Subsidiary pursuant to one or more "make-well", "keep-well" or support agreements, which loans may be pari passu in right of payment with the payment in full of all Debt from time to time outstanding owing to any Lender.

1. SECTION NOTICES. Any notice, instruction, request, consent, demand or other communication required or contemplated by this Agreement shall be in writing, shall be given or made by United States first class mail, telex, facsimile transmission or hand delivery, addressed as follows:

If to Parent:       2000 Second Avenue
                    Detroit, Michigan 48226-1279
                    Attention:  Assistant Treasurer-Banking

If to Subsidiary:   2000 Second Avenue
                    Detroit, Michigan 48226-1279
                    Attention: Assistant Treasurer

1. SECTION SUCCESSORS. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and is also intended for the benefit of Lenders, and, notwithstanding that such Lenders are not parties hereto, each Lender shall be entitled to the full benefits of this Agreement and to enforce the covenants and agreements contained herein as set forth in Section 6. This Agreement is not intended for the benefit of any person other than Lenders and shall not confer or be deemed to confer upon any such person any benefits, rights or remedies hereunder.

1. SECTION GOVERNING LAW. This Agreement shall be governed by the laws of the State of New York.

DTE ENERGY COMPANY

By
Title:

DTE CAPITAL CORPORATION

By
Title: