8-A12B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934

DTE ENERGY COMPANY

(Exact name of registrant as specified in its charter)

Michigan	38-3217752
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2000 2nd Avenue Detroit, Michigan	48226-1279
(Address of Principal Executive Offices)	(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12 (b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.

Securities Act registration statement file number to which this form relates:

333-74338

Securities to be Registered Pursuant to Section 12 (b) of the Act:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
EQUITY SECURITY UNITS (each unit consists of a purchase contract and a senior note due 2007)	NEW YORK STOCK EXCHANGE, INC.

Securities to be Registered Pursuant to Section 12(g) of the Act:

NONE

(Title of Class)

TABLE OF CONTENTS

EX-3 Form of Supplemental Indenture and Note

EX-5 Form of Purchase Contract and Equity Security

EX-7 Form of Pledge Agreement

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.

The description of the Equity Security Units (the “Units”) of DTE Energy Company (the “Registrant”), the class of securities to be registered hereunder, is incorporated herein by reference to the description included under the captions “Description of the Equity Security Units” and “Description of the Senior Notes” in the Prospectus Supplement, dated June 19, 2002, to the Prospectus included as a part of the Registrant’s Registration Statement on Form S-3 (File No. 333-74338), filed with the Securities and Exchange Commission (the “SEC”) on November 30, 2001. For purposes of such description, any prospectus supplement filed pursuant to Rule 424 (b) under the Securities Act of 1933, as amended, that purports to describe the Units shall be deemed to be incorporated by reference.

ITEM 2. EXHIBITS.

The documents listed below are filed as exhibits to this Registration Statement:

1.	Registration Statement on Form S-3 (Registration No. 333-74338), filed with the SEC on November 30, 2001, is incorporated herein by reference.
2.	Amended and Restated Indenture between the Registrant and The Bank of New York, as Trustee (the “Trustee”), dated as of April 9, 2001 (incorporated herein by reference to Exhibit 4.1 to DTE Energy Company’s registration statement on Form S-3 (File No. 333-58834)).
3.	Form of Supplemental Indenture between the Registrant and the Trustee.
4.	Form of Note (included in Exhibit 3).
5.	Form of Purchase Contract Agreement between the Registrant and The Bank of New York, as Purchase Contract Agent.
6.	Form of Equity Security Units Certificate (included in Exhibit 5).
7.	Form of Pledge Agreement among the Registrant, The Bank of New York, as Collateral Agent, and The Bank of New York, as Purchase Contract Agent.

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SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934 as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: June 19, 2002

DTE Energy Company

By: /s/ Susan E. Riske

Name: Susan E. Riske

Title:   Assistant Corporate Secretary

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EXHIBIT INDEX

The documents listed below are filed as exhibits to this Registration Statement:

EXHIBIT NO.

1.	Registration Statement on Form S-3 (Registration No. 333-74338), filed with the Securities and Exchange Commission (“SEC”) on November 30, 2001, is incorporated herein by reference.
2.	Amended and Restated Indenture between the Registrant and The Bank of New York, as Trustee (the “Trustee”), dated as of April 9, 2001 (incorporated herein by reference to Exhibit 4.1 to DTE Energy Company’s registration statement on Form S-3 (File No. 333-58834)).
3.	Form of Supplemental Indenture between the Registrant and the Trustee.
4.	Form of Note (included in Exhibit 3).
5.	Form of Purchase Contract Agreement between the Registrant and The Bank of New York, as Purchase Contract Agent.
6.	Form of Equity Security Units Certificate (included in Exhibit 5).
7.	Form of Pledge Agreement among the Registrant, The Bank of New York, as Collateral Agent, and The Bank of New York, as Purchase Contract Agent.

4 EX-3 3 k70278exv3.txt EX-3 FORM OF SUPPLEMENTAL INDENTURE AND NOTE - -------------------------------------------------------------------------------- DTE ENERGY COMPANY AND THE BANK OF NEW YORK TRUSTEE ------- SIXTH SUPPLEMENTAL INDENTURE DATED AS OF JUNE , 2002 ------- SUPPLEMENTING THE AMENDED AND RESTATED INDENTURE DATED AS OF APRIL 9, 2001 PROVIDING FOR % SENIOR NOTES DUE 2007 - -------------------------------------------------------------------------------- SIXTH SUPPLEMENTAL INDENTURE, dated as of the day of June, 2002 (the "Supplemental Indenture"), between DTE ENERGY COMPANY, a corporation organized and existing under the laws of the State of Michigan (the "Company"), and THE BANK OF NEW YORK, a New York banking corporation, having its principal office in The City of New York, New York, as trustee (the "Trustee"); WHEREAS, the Company has heretofore executed and delivered to the Trustee an Amended and Restated Indenture, dated as of April 9, 2001 (the "Original Indenture"), as amended, supplemented or modified (as so amended, supplemented or modified, and as supplemented by this Supplemental Indenture, the "Indenture") providing for the issuance by the Company from time to time of its debt securities; and WHEREAS, the Company now desires to provide for the issuance of a series of its unsecured, senior debt securities pursuant to the Original Indenture; and WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture, including Section 901 thereof, and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Supplemental Indenture to the Original Indenture as permitted by Section 201 and Section 301 of the Original Indenture in order to establish the form or terms of, and to provide for the creation and issue of, a series of its debt securities under the Original Indenture, which shall be known as the " % Senior Notes due 2007"; and WHEREAS, all things necessary to make such debt securities, when executed by the Company and authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms and subject to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have been done; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the terms of a series of debt securities, and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this Supplemental 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. Unless the context otherwise requires: (a) a term defined in the Original Indenture has the same meaning when used in this Supplemental Indenture, unless otherwise defined herein; (b) a term defined anywhere in this Supplemental Indenture has the same meaning throughout; (c) the singular includes the plural and vice versa; (d) headings are for convenience of reference only and do not affect interpretation; (e) the following terms have the meanings given to them in the Purchase Contract Agreement, a copy of which is attached hereto as Exhibit C: (i) Clearing Agency Participant; (ii) Collateral Agent; (iii) Custodial Agent; (iv) Equity Security Units; (v) Pledged Notes; (vi) Purchase Contract; (vii) Purchase Contract Agent; (viii) Securities Intermediary; (ix) Stock Purchase Date; (x) Stripped Equity Security Units; and (xi) Underwriting Agreement; and (g) the following terms have the meanings given to them in this Section 101(f): "Business Day" means any day other than a Saturday or Sunday or any other day on which banking institutions and trust companies in the State of New York or at a Place of Payment are authorized or required by law; regulation or executive order to be closed. "Contingent Payment Regulations" has the meaning specified in Section 210(b). "Coupon Rate" has the meaning specified in Section 206(a). "Failed Remarketing" has the meaning specified in Section 207(b). "Global Note" has the meaning specified in Section 205. "Interest Payment Date" has the meaning set forth in Section 206(a). "Note" or "Notes" has the meaning specified in Section 201. "Pledge Agreement" means the Pledge Agreement, dated as of June , 2002, among the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary, and the Purchase Contract Agent, for itself and as attorney-in-fact of the holders from time to time of the Equity Security Units and Stripped Equity Security Units issued pursuant to the Purchase Contract Agreement, a copy of which is attached hereto as Exhibit B. "Purchase Contract Agreement" means the Purchase Contract Agreement, dated as of June , 2002, between the Company and the Purchase Contract Agent. "Quotation Agent" means UBS Warburg LLC or Salomon Smith Barney Inc. or their respective successors or any other primary U.S. government securities dealer in New York City selected by the Company. "Redemption Amount" means, (A) in the case of a Tax Event Redemption occurring prior to the earlier of a successful remarketing of the Notes and the Stock Purchase Date, for each Note the product of (i) the principal amount of such Note and (ii) a fraction whose numerator is the applicable Tax Event Treasury Portfolio Purchase Price and whose denominator is the aggregate principal amount of Notes outstanding on the Tax Event Redemption Date (immediately prior to redemption), and (B) in the case of a Tax Event Redemption Date 2 occurring on or after the earlier of a successful remarketing of the Notes and the Stock Purchase Date, for each Note, the principal amount of the Note (immediately prior to redemption). "Redemption Price" means the redemption price per Note equal to the Redemption Amount plus any accrued and unpaid interest on such Note to the date of redemption. "Regular Record Date" has the meaning specified in Section 206(e). "Remarketing Agent" has the meaning specified in Section 207(b). "Remarketing Date" means the third Business Day immediately preceding May 16, 2005. "Remarketing Fee" has the meaning specified in Section 207(b). "Remarketing Period" means any of the following three Business Day periods: (i) the Remarketing Date and each of the two immediately succeeding Business Days; (ii) the three Business Days immediately preceding July 1, 2005; or (iii) the seventh, sixth and fifth Business Days immediately preceding August 16, 2005. "Remarketing Value" means the sum of (i) the value at the Remarketing Date or any Subsequent Remarketing Date, as the case may be, of U.S. Treasury securities that will pay, on the Business Day immediately preceding the Interest Payment Date falling on the Stock Purchase Date, an amount of cash equal to the aggregate interest payments that are scheduled to be payable on that Interest Payment Date, on (a) the Notes which are included in Equity Security Units and (b) the Separate Notes that are to be remarketed pursuant to Section 4.5(d) of the Pledge Agreement and this Supplemental Indenture, assuming for that purpose that the interest rate on the Notes is equal to the Coupon Rate, and (ii) the value at the Remarketing Date or the Subsequent Remarketing Date, as the case may be, of U.S. Treasury securities that will pay, on the Business Day immediately preceding the Stock Purchase Date, an amount of cash equal to the principal amount (a) of such Notes that are included in Equity Security Units and (b) the Separate Notes which are to be remarketed pursuant to Section 4.5(d) of the Pledge Agreement and this Supplemental Indenture, provided that for purposes of clauses (i) and (ii) above, the Remarketing Value shall be calculated on the assumptions that (x) the U.S. Treasury securities are highly liquid and mature on or within 35 days prior to the Stock Purchase Date, as determined in good faith by the Remarketing Agent in a manner intended to minimize the cash value of the U.S. Treasury securities, and (y) the U.S. Treasury securities are valued based on the ask-side price of the U.S. Treasury securities at a time between 9:00 a.m. and 11:00 a.m., New York City time, selected by the Remarketing Agent, on the Remarketing Date or any Subsequent Remarketing Date, as the case may be, as determined on a third-day settlement basis by a reasonable and customary means selected in good faith by the Remarketing Agent, plus accrued interest to that date. 3 "Reset Effective Date" means (i) May 16, 2005, in case the Notes are successfully remarketed on the third Business Day immediately preceding May 16, 2005, (ii) the third Business Day following a Subsequent Remarketing Date in the event that the Notes are successfully remarketed on a Subsequent Remarketing Date or (iii) in the event that there is a Last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date, August 16, 2005. "Reset Rate" has the meaning set forth in Section 207(b); provided that, in the event of a last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date the Reset Rate shall be the rate determined pursuant to the provisions of Section 207(e). "Separate Notes" has the meaning specified in Section 207(a). "Subsequent Remarketing Date" means, provided there has been one or more Failed Remarketings, the date on which the Remarketing Agent has consummated a successful remarketing in accordance with Section 5.4 of the Purchase Contract Agreement, such date to be no later than the fifth Business Day immediately preceding the Stock Purchase Date. "Tax Event" means the receipt by the Company of an opinion of nationally recognized tax counsel experienced in such matters to the effect that there is more than an insubstantial risk that interest payable by the Company on the Notes on the next Interest Payment Date would not be deductible, in whole or in part, by the Company for United States federal income tax purposes, as a result of (i) any amendment to, or change (including any announced proposed change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, (ii) any amendment to or change in an official interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority or (iii) any official interpretation or pronouncement that provides for a position with respect to any such laws or regulations that differs from the generally accepted position on June , 2002, which amendment, change, or proposed change is effective or which interpretation or pronouncement is announced on or after June , 2002. "Tax Event Treasury Portfolio" means a portfolio of principal or interest strips of U.S. Treasury Securities that mature on (i) the Business Day immediately preceding the Stock Purchase Date in an aggregate amount equal to the aggregate principal amount of the Notes included in the Equity Security Units on the Tax Event Redemption Date (immediately prior to redemption) and (ii) with respect to each scheduled Interest Payment Date on the Notes that occurs after the Tax Event Redemption Date and on or before the Stock Purchase Date, interest or principal strips of U.S. Treasury Securities that mature on the Business Day immediately preceding such Interest Payment Date in an aggregate amount equal to the aggregate interest payment that would be due on the aggregate principal amount of the Notes outstanding on the Tax Event Redemption Date (immediately prior to the redemption). "Tax Event Treasury Portfolio Purchase Price" means the lowest aggregate price quoted by a primary U.S. government securities dealer in New York City to the Quotation Agent on the third Business Day immediately preceding the Tax Event Redemption Date for the purchase of the Treasury Portfolio for settlement on the Tax Event Redemption Date. 4 "Tax Event Redemption" means, if a Tax Event shall occur and be continuing, the redemption of the Notes, at the option of the Company, in whole but not in part, on not less than 30 days nor more than 60 days' written notice. "Tax Event Redemption Date" means the date upon which a Tax Event Redemption is to occur. "Treasury Portfolio" has the meaning specified in Section 207(b). SECTION 102 Section References. Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to this Supplemental Indenture. ARTICLE TWO TITLE AND TERMS OF THE SECURITIES SECTION 201 Title of the Securities; Stated Maturity. This Supplemental Indenture hereby establishes a separate series of Securities, which shall be known as the Company's " % Senior Notes due 2007" (the "Notes"). For purposes of the Original Indenture, the Notes shall constitute a single series of Securities. The Stated Maturity on which the principal of the Notes shall be due and payable will be August 16, 2007. SECTION 202 Rank. The Notes shall rank equally with all other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. SECTION 203 Variations from the Original Indenture. Section 1009 of the Original Indenture shall be applicable to the Notes. Section 403(2) and Section 403(3) of the Original Indenture shall be applicable to the Notes; the Company's obligations under Section 1009 of the Original Indenture, without limitation, shall be subject to defeasance in accordance with Section 403(3) of the Original Indenture. SECTION 204 Amount. (a) The aggregate principal amount of Notes that may be issued under this Supplemental Indenture is limited (except as provided in Section 301(2) of the Original Indenture) initially to $ (or, $ , if the underwriters' over-allotment option pursuant to the Underwriting Agreement is exercised in full); provided, that the Company may, without the consent of the Holders of the Outstanding Notes, "reopen" the Notes so as to increase the aggregate principal amount of such Notes Outstanding in compliance with the procedures set forth in the Original Indenture, including Section 301 and Section 303 thereof, so long as any such additional Notes have the same tenor and terms (including, without limitation, rights to receive accrued and unpaid interest) as the Notes then Outstanding. No additional Notes may be issued if an Event of Default has occurred with respect to the series of Notes. 5 SECTION 205 Form and Denominations of Securities. (a) Except as provided in Section 205(b), the Notes shall be issuable only in certificated, fully registered form and, as permitted by Section 301 and Section 302 of the Original Indenture, in denominations of $25 and integral multiples thereof. The entire principal amount of the Notes shall initially be evidenced by one or more certificates issued to The Bank of New York, as Purchase Contract Agent pursuant to the Purchase Contract Agreement. (b) Separate Notes shall be issued in the form of one or more global certificates (the "Global Notes") under a book-entry system, registered in the name of The Depository Trust Company, as depositary ("DTC"), or its nominee, which is hereby designated as "U.S. Depositary" and "Depositary" under the Indenture for the Global Notes. Each such certificated Note and Global Note shall represent such aggregate principal amount of the Outstanding Notes as shall be from time to time endorsed thereon, which principal amounts may be increased or decreased, as applicable, to reflect, in connection with the creation of Stripped Equity Security Units and the recreation of Equity Security Units, transfers between Pledged Notes and Separate Notes. Any such increase or decrease in the aggregate principal amount of (i) certificated Notes shall be made by the Collateral Agent and (ii) Global Notes shall be made by the Trustee, as custodian of the Global Notes, in each case upon the instructions of the Collateral Agent given pursuant to Article IV of the Pledge Agreement. (c) Further to Section 305 of the Original Indenture, any Global Note shall be exchangeable for certificated Notes without coupons registered in the name of, and a transfer of a Global Note may be registered to, any Person other than the Depositary for such Note or its nominee only (x) as provided in Section 205(b) or if (y) (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Depositary registered under the Exchange Act at which time the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Company learns that the Depositary has ceased to be so registered, (iii) the Company determines in its sole discretion that it will no longer have the Notes represented by Global Notes or permit any of the Global Note certificates to be so exchangeable or (iv) an Event of Default with respect to the Notes under the Indenture has occurred and is continuing. Upon the occurrence in respect of any Global Note of any or more of the conditions specified in clause (y) (i), (ii), (iii) or (iv) of the preceding sentence, the Company will execute, and subject to Article Three of the Original Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations in exchange for such Global Note or applicable portion thereof. Upon exchange of a Global Note as a whole for Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations and delivered as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. 6 SECTION 206 Interest. (a) Each Note will bear interest initially at the rate of % per year (the "Coupon Rate") from the original date of issuance through and including the day immediately preceding the Reset Effective Date and at the Reset Rate thereafter until the principal thereof is paid or duly made available for payment and shall bear interest, to the extent permitted by law, compounded quarterly, on any overdue principal and premium, if any, and on any overdue installment of interest at the Coupon Rate through and including the day immediately preceding the Reset Effective Date and at the Reset Rate thereafter, payable quarterly in arrears on February 16, May 16, August 16 and November 16 of each year (each, an "Interest Payment Date") commencing on August 16, 2002. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date with respect to any Note will, as provided in the Original Indenture, be paid to the person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the relevant record date for such interest installment, which shall be the close of business on the first day of the month (whether or not a Business Day) in which such Interest Payment Date falls (the "Regular Record Date"). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may either be paid to the person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the applicable series of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Original Indenture. (b) The amount of interest payable for any period will be computed (i) for any full quarterly period on the basis of a 360-day year of twelve 30-day months and (ii) for any period shorter than a full quarterly period, on the basis of a 30-day month and, for periods of less than a month, on the basis of the actual number of days elapsed per 30-day month. If any Interest Payment Date, redemption date or other date of Maturity of the Notes is not a Business Day, the payment of the interest payable on that date will be made on the next day that is a Business Day, without any interest or other payment in respect of the delay, except that if the next Business Day is in the next calendar year, then the payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the scheduled payment date. (c) The principal of, and premium, if any, and the interest on the Notes shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at the close of business on the Regular Record Date at such address as shall appear in the Security Register or by wire transfer to the account designated to the Trustee by a prior written notice by such Holder delivered at least five Business Days prior to the applicable Interest Payment Date. 7 SECTION 207 Remarketing and Reset Rate. (a) The interest rate on the Notes will be reset on the Remarketing Date to the applicable Reset Rate. In the event of a failed remarketing on the Remarketing Date, the interest rate on the Notes will be reset on a Subsequent Remarketing Date. In the event that there is a Last Failed Remarketing on the fifth Business Day immediately preceding August 16, 2005, the interest rate on the Notes will be reset in accordance with the provisions of Section 207(e). (b)(i) The Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to be mutually agreed on by the Company, the Agent and the Remarketing Agent, but substantially as set forth in Exhibit D hereto, to sell the Notes of holders of Equity Security Units and of Holders of Notes that are not held as part of the Equity Security Units ("Separate Notes") that have elected to participate in the remarketing pursuant to the procedures set forth in Section 207(c). On the seventh Business Day immediately preceding the first Business Day of any Remarketing Period, the Remarketing Agent shall give Holders of Separate Notes notice of the remarketing (the form of which notice to be provided by the Company) in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. Pursuant to the terms of the Purchase Contract Agreement, the Purchase Contract Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day preceding the first Business Day of any Remarketing Period, the Remarketing Agent and the Collateral Agent of the aggregate number of Notes of Equity Security Unit holders to be remarketed. Pursuant to the terms of the Purchase Contract Agreement, on the third Business Day immediately preceding the first Business Day of any Remarketing Period, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. On the third Business Day immediately preceding the first Business Day of any Remarketing Period, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. Pursuant to the terms of the Remarketing Agreement, upon receipt of such notice from the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date and on any Subsequent Remarketing Date in accordance with the provisions of Section 207(b)(ii), use its commercially reasonable best efforts to (x) establish a rate of interest that, in the opinion of the Remarketing Agent, will, when applied to the Notes included in the remarketing, enable the then current aggregate market value of the Notes to have a value equal to approximately, but not less than, 100.50% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be (the "Reset Rate") and (y) sell such Notes on such date at a price equal to approximately, but not less than, 100.50% of the Remarketing Value. Pursuant to the terms of the Remarketing Agreement, the Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds from the remarketing (the "Remarketing Fee"). Pursuant to the terms of the Remarketing Agreement, the Remarketing Agent will use the remaining proceeds from the successful remarketing to purchase the appropriate U.S. Treasury securities (the "Treasury Portfolio") (with the CUSIP numbers, if any, selected by the Remarketing Agent) described in clauses (i) and (ii) of the definition of Remarketing Value related to the Notes of holders of Equity Security Units that were remarketed. Pursuant to the terms of the Purchase Contract Agreement, on or prior to the third Business Day following the Remarketing Date (or in 8 the event that the Notes are not successfully remarketed on the Remarketing Date, on or prior to the third Business Day immediately following the applicable Subsequent Remarketing Date), the Remarketing Agent shall deliver such Treasury Portfolio to the Purchase Contract Agent, which shall thereupon deliver such Treasury Portfolio to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Treasury Portfolio, in accordance with the Pledge Agreement, to secure such holders' obligations under the Purchase Contracts. Pursuant to the terms of the Purchase Contract Agreement, the Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the Holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Treasury Portfolio, to the holders of the Equity Security Units that were remarketed, all determined on a pro rata basis, in each case, net of the remarketing fee, on or prior to the third Business Day following the Remarketing Date (or in the event that the Notes are not successfully remarketed on the Remarketing Date, on or prior to the third Business Day immediately following the applicable Subsequent Remarketing Date for a successful remarketing). Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (ii) Pursuant to the terms of the Remarketing Agreement, if, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on the Remarketing Date, the Remarketing Agent will attempt to again establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on each of the two immediately following Business Days. Pursuant to the terms of the Remarketing Agreement, if the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on either of those days, it will attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on each of the three Business Days immediately preceding July 1, 2005. Pursuant to the terms of the Remarketing Agreement, if the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on any of the three Business Days immediately preceding July 1, 2005, the Remarketing Agent will further attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on each of the seventh, sixth and fifth Business Days immediately preceding the Stock Purchase Date. If the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on any of the Remarketing Date or the two Business Days immediately following the Remarketing Date, on any of the three Business Days immediately preceding July 1, 2005 or on the seventh or sixth or fifth Business Day immediately preceding the Stock Purchase Date, the remarketing on each such date will be deemed to have failed (each, a "Failed Remarketing"). In addition, if, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes included in the remarketing at 100.50% of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the last Business Day in a Remarketing Period, a "Last Failed Remarketing" will be deemed to have occurred for that Remarketing Period. Pursuant to the terms of the Remarketing Agreement, within three 9 Business Days following the date of any Last Failed Remarketing, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent. In the event of a Last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date, (1) the Reset Rate on the Notes will be determined as set forth in Section 207(e) and (2) an event of default shall be deemed to have occurred under the Purchase Contract Agreement and the Pledge Agreement and in accordance with the terms of the Pledge Agreement, the Collateral Agent, for the benefit of the Company, shall, in respect of the Notes comprising components of Equity Security Units, exercise its rights as a secured party with respect to such Notes, including those actions specified in Section 207(b)(iii); provided, that if upon a Last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent delivers a Note to the Company in full satisfaction of the Equity Security Unit holder's obligation under the related Purchase Contract, any accrued and unpaid interest on such Note will become payable by the Company to the Purchase Contract Agent for payment to the holder of the Equity Security Units to which such Note relates. Such payment will be made by the Company on or prior to 11:00 a.m., New York City time, on the Stock Purchase Date in lawful money of the United States of America by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Purchase Contract Agent. Pursuant to the terms of the Purchase Contract Agreement, the Company will cause a notice of any Last Failed Remarketing to be published on the fourth Business Day following the last Business Day comprising the related Remarketing Period in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. The Company will also release this information by means of Bloomberg and Reuters newswire. In addition, the Company will request, not later than seven nor more than 15 calendar days prior to any Remarketing Period, that the Depositary notify its participants holding Notes of the remarketing. (iii) With respect to any Notes that constitute part of Equity Security Units that are subject to a Last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and Section 5.4(e) of the Purchase Contract Agreement, may, among other things, permit the Company to cause the Notes to be sold or to retain and cancel such Notes, in either case, in full satisfaction of the Equity Security Unit holders' obligations under the Purchase Contracts. (iv) The right of each Holder of Pledged Notes or Separate Notes to have Notes included in any remarketing shall be limited to the extent that (i) the Remarketing Agent conducts a remarketing on the Remarketing Date or on any Subsequent Remarketing Date, as the case may be, pursuant to the terms of the Remarketing Agreement, (ii) the Notes included in a remarketing have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for the Notes included in a remarketing at a Reset Rate such that the then current aggregate market value of the Notes is equal to approximately, but not less than, 100.50% of the Remarketing Value, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. In accordance with the Depositary's normal procedures, the transactions described above with respect to each Note tendered for purchase and sold in any successful remarketing shall be executed through the Depositary, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Notes delivered by book entry as necessary to 10 effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal procedures. If any Holder selling Notes in any successful remarketing fails to deliver such Notes, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Notes in such successful remarketing may deliver to any such other Person an aggregate principal amount of Notes that is less than the aggregate principal amount of Notes that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Notes to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate principal amount of Notes shall constitute good delivery. The Remarketing Agent is not obligated to purchase any Notes in any remarketing or otherwise. Neither the Trustee, the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Notes for remarketing. The tender and settlement procedures set forth in this Section 207(b), including provisions for payment by purchasers of Notes in any successful remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary or if the book-entry system is no longer available for the Notes at the time of any successful remarketing, to facilitate the tendering and remarketing of Notes in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (c) Prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of a remarketing period, Holders of Separate Notes may elect to have their Notes participate in the remarketing by delivering their Notes along with a notice of such election (substantially in the form of Exhibit C to the Pledge Agreement) to the Collateral Agent (in its capacity as Custodial Agent). The Collateral Agent (in its capacity as Custodial Agent) will hold these Notes in an account separate from the collateral account in which the securities pledged to secure the Holders' obligations under the Purchase Contracts will be held. Holders of Separate Notes electing to have their Notes remarketed will also have the right to withdraw that election on or prior to the fifth Business Day immediately preceding the first day of the relevant remarketing period by delivering a notice of such election (substantially in the form of Exhibit D to the Pledge Agreement) to the Collateral Agent (in its capacity as Custodial Agent). (d) In the event that the Reset Rate is established on a Remarketing Date or a Subsequent Remarketing Date, the Remarketing Agent will advise the Depositary, the Trustee and the Company of the Reset Rate by approximately 4:30 p.m., New York City time, on such date. The Company will, on the second Business Day immediately preceding the Reset Effective Date or as soon as is practicable thereafter, cause a notice of the Reset Rate applicable to the Notes to be published in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. The Company will also release this information by such date by means of Bloomberg and Reuters newswire. 11 (e) In the event of a Last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date, the Reset Rate shall be determined as follows. In accordance with the provisions of the Remarketing Agreement, the Remarketing Agent shall establish the Reset Rate by taking the average of the interest rates quoted to it by three nationally recognized investment banks selected by the Company, which are underwriters or dealers in debt securities similar to the Notes, that in its judgment reflect an accurate market rate of interest applicable to the Notes at that time. Following receipt of these quotes, the Remarketing Agent will have the right, in its sole judgment, to either recalculate the average based on only two of the quoted interest rates if one of the three quotes, in the Remarketing Agent's sole discretion, does not reflect market conditions or, alternatively, determine a consensus among the investment banks rather than a strict mathematical average by taking into account relevant qualitative and quantitative factors. These factors may include, but shall not be limited to, maturity of the Notes, the Company's credit rating and the Company's credit risk and the credit rating and credit risk of companies in similar industries, the then yield to maturity of the Notes and the state of the market for primary and secondary sales of similar debt securities. If for whatever reason the Remarketing Agent is unable to establish the Reset Rate in accordance with the foregoing procedures, the Reset Rate shall be rate of interest payable on the Notes on their original date of issue. In accordance with the provisions of the Remarketing Agreement, the Remarketing Agent will advise the Depositary, the Trustee and the Company of the Reset Rate by approximately 4:30 p.m., New York City time, on August 16, 2005. The Company shall, on the following Business Day or as soon as is practicable thereafter, cause a notice of the Reset Rate to be published in a daily newspaper in the English language of general circulation in The City of New York. The Company will also release this information by such date by means of Bloomberg and Reuters newswire. (f) The Reset Rate established pursuant to the terms of this Section 207 shall be effective as of the Reset Effective Date. SECTION 208 Redemption. The Notes are not subject to repayment at the option of the Holders thereof. If a Tax Event shall occur and be continuing, the Company may, at its option, redeem the Notes, in whole but not in part, at any time at a price per Note equal to the Redemption Price. Installments of interest on Notes which are due and payable on or prior to the Tax Event Redemption Date will be payable to Holders of the Notes registered as such at the close of business on the relevant Regular Record Dates. If, following the occurrence of a Tax Event prior to the earlier of (i) a successful remarketing of the Notes pursuant to the Remarketing Agreement or (ii) the Stock Purchase Date, the Company exercises its option to redeem the Notes, the Company shall appoint the Quotation Agent to assemble the Tax Event Treasury Portfolio. Notice of any redemption will be mailed at least 30 days but not more than 60 days before the Tax Event Redemption Date to each registered Holder of Notes to be redeemed at its registered address. Payment of the Redemption Price to each Holder of Notes shall be made by the Company no later than 12:00 noon, New York City time, on the Tax Event Redemption Date, by check or wire transfer in immediately available funds at such place and to such account as 12 may be designated by each such Holder of Notes, including the Custodial Agent or the Collateral Agent, as the case may be. Unless the Company defaults in payment of the Redemption Price, on and after the Tax Event Redemption Date interest shall cease to accrue on the Notes. In the event any Notes are called for a Tax Event Redemption, on and after the date notice is given or deemed given in accordance with the Original Indenture, neither the Company nor the Trustee will be required to register the transfer of or exchange the Notes to be redeemed. Except as modified hereby or in the form of the Notes, redemptions shall be effected in accordance with Article Eleven of the Original Indenture. SECTION 209 Sinking Fund. The Notes are not subject to any sinking fund. SECTION 210 Other Provisions. (a) Each Note will initially be pledged to secure the Holder's obligations under the Purchase Contract, pursuant to the terms and conditions set forth in the Pledge Agreement. (b) The Company agrees, and by acceptance of a beneficial ownership interest in the Notes, each beneficial owner of Notes will be deemed to have agreed (1) to treat the acquisition of an Equity Security Unit as the acquisition of the Note and the Purchase Contract constituting the Equity Security Unit and to allocate the purchase price of the Equity Security Unit between the Note and the Purchase Contract as $25 and $0, respectively, (2) to treat the Notes as indebtedness that is subject to Treas. Reg. Sec. 1.1275-4 (the "Contingent Payment Regulations") for United States federal income tax purposes and (3) to be bound by the Company's determination of the "comparable yield" and "projected payment schedule," within the meaning of the Contingent Payment Regulations, with respect to the Notes for United States federal income tax purposes. A Holder of Notes may obtain the amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule by submitting a written request for it to the Company at the following address: DTE Energy Company, 2000 2nd Avenue, Detroit, Michigan 48226-1279, Attn: . (c) The Notes shall have such other terms and provisions as are set forth in the form of Note attached hereto as Exhibit A (which is incorporated by reference in and made a part of this Supplemental Indenture as if set forth in full at this place). SECTION 211 Form of Notes. Attached hereto as Exhibit A is the form of the Notes. ARTICLE THREE MISCELLANEOUS PROVISIONS The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. 13 Except as expressly amended hereby, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof and the Original Indenture is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 14 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the day and year first above written. DTE ENERGY COMPANY By: ____________________________ Name: Title: ATTEST: By: _________________________ THE BANK OF NEW YORK By: ____________________________ Name: Title: Vice President ATTEST: By: _________________________ 15 EXHIBIT A FORM OF NOTE [Include in Global Notes only: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] DTE ENERGY COMPANY % SENIOR NOTES DUE 2007 CUSIP NO.: 233331404 $ Number: R- DTE Energy Company, a Michigan corporation (the "Company", which term includes any successor corporation under the Indenture hereafter referred to), for value received, hereby promises to pay to [For inclusion in Global Notes only -- Cede & Co.] [For inclusion in Pledged Note -- The Bank of New York, as Purchase Contract Agent pursuant to the Purchase Contract Agreement (as defined below)] or registered assigns, the principal sum of $_______ or such other principal sum as is reflected in the Schedule of Increases or Decreases attached hereto on August 16, 2007, and to pay interest thereon from , 2002, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on February 16, May 16, August 16 and November 16 of each year (each, an "Interest Payment Date"), commencing August 16, 2002; initially at the rate of % per annum through and including the day immediately preceding the Reset Effective Date and at the Reset Rate thereafter until the principal hereof shall have been paid or duly made available for payment and, to the extent permitted by law, to pay interest, compounded quarterly, on any overdue principal and premium, if any, and on any overdue installment of interest at the rate per year of % through and including the day immediately preceding the Reset Effective Date and at the Reset Rate thereafter. The amount of interest payable for any period will be computed (1) for any full quarterly period on the basis of a 360-day year of twelve 30-day months and (2) for any period shorter than a full quarterly period, on the basis of a 30-day month and (3) for periods of less than a month, on the basis of the actual number of days elapsed per 30-day month. A-1 In the event that any date on which interest or principal is payable on this Note is not a Business Day, then payment of interest or principal payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if the Business Day is in the next succeeding calendar year, then the payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such payment date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date with respect to this Note will, as provided in the Indenture (as defined below), be paid to the person in whose name this Note (or one or more Predecessor Securities, as defined in the Indenture) is registered at the close of business on the Regular Record Date for such interest installment which shall be the close of business on the first day of the month (whether or not a Business Day) in which such Interest Payment Date falls (the "Regular Record Date"). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may either be paid to the person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of, and premium, if any, and the interest on the Notes shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at the close of business on the Regular Record Date at such address as shall appear in the Security Register or by wire transfer to the account designated to the Trustee by a prior written notice by such Holder delivered at least five Business Days prior to the applicable Interest Payment Date. Notwithstanding anything else contained herein, if this Note is a Global Note and is held in book-entry form through the facilities of the Depositary, payments on this Note will be made to the Depositary or its nominee in accordance with arrangements then in effect between the Trustee and the Depositary. Notwithstanding anything herein or in the Indenture to the contrary, the Reset Rate shall in no event exceed the maximum rate, if any, permitted by applicable law. This Note is one of a duly authorized series of Securities of the Company, designated as the " % Senior Notes due 2007" (the "Notes"), initially limited to an aggregate principal amount of $ (or if the underwriters' over-allotment option pursuant to the Underwriting Agreement is exercised in full) (except for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Notes, and except as further provided in the Indenture), all issued or to be issued under and pursuant to an Amended and Restated Indenture, dated as of April 9, 2001, as supplemented by the Sixth Supplemental Indenture dated as of , 2002 (together, as amended, supplemented or modified, the "Indenture"), duly executed and delivered between the Company and The Bank of New York, a New York banking corporation, as Trustee (herein referred to as the "Trustee", which term includes any successor trustee under the A-2 Indenture), to which Indenture reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the registered Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is not subject to repayment at the option of the Holder hereof. Except as provided below, this Note is not redeemable by the Company prior to maturity and is not subject to any sinking fund. The Notes shall be redeemable in whole, but not in part, at any time at the option of the Company if a Tax Event occurs and is continuing at a price per Note equal to the Redemption Price. Subject to the terms of the Purchase Contract Agreement and the Pledge Agreement with respect to Notes comprising part of the Equity Security Units, the Redemption Price shall be paid to or on behalf of each Holder of the Notes by the Company, no later than 12:00 noon, New York City time, on the Tax Event Redemption Date, by check or wire transfer in immediately available funds, at such place and to such account as may be designated by each such Holder, including the Custodial Agent or the Collateral Agent. Notice of any redemption must be given at least 30 days but not more than 60 days before the Tax Event Redemption Date to each Holder of Notes to be redeemed at its registered address. If money sufficient to pay the Redemption Price of the Notes to be redeemed on the Tax Event Redemption Date is deposited on or before the Tax Event Redemption Date and the other conditions set forth in the Indenture are satisfied, then on and after such date, interest will cease to accrue on the Notes called for redemption. In case an Event of Default with respect to the Notes shall have occurred and be continuing, the principal hereof and accrued interest hereon 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 permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority of the aggregate principal amount of all Notes issued under the Indenture at the time outstanding and affected thereby; provided, however, that no such amendment shall without the consent of the Holder of each Note so affected, among other things (i) change the stated maturity of the principal of, or any installment of principal of or interest on any Notes of any series, or reduce the principal amount thereof, or reduce the rate of interest thereon, or reduce any premium payable upon the redemption thereof or (ii) reduce the percentage of Notes, the Holders of which are required to consent to any amendment or waiver or for certain other matters as set forth in the Indenture. The Indenture also contains provisions permitting (i) the registered Holders of 66 2/3% in aggregate principal amount of the Securities of each series at the time outstanding affected thereby, on behalf of the registered Holders of the Securities of such series, to waive compliance by the Company with certain provisions of the A-3 Indenture and (ii) the registered Holders of not less than a majority in aggregate principal amount of the Securities of any series at the time outstanding affected thereby, on behalf of the registered Holders of the Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the registered Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such registered Holder and upon all future registered Holders and owners of this Note and of any Note issued in exchange hereof or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note in the manner, at the respective times, at the rate and in the coin or currency herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent duly executed by the registered Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the registered Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. The Notes of this series are issuable only in fully registered form without coupons in denominations of $25 and any integral multiple thereof. [insert in the case of Global Notes - 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 A-4 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 premium, if any, or any interest on this Note on or after the respective due dates expressed herein. No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the capital stock, stockholder, officer, director or employee of the Company or the Trustee or of any predecessor or successor of the Company or the Trustee with respect to the Company's obligations on the Securities or the obligations of the Company or the Trustee under the Indenture or any certificate or other writing delivered in connection therewith. By acceptance of a beneficial ownership interest in this Note, each beneficial owner of this Note will be deemed to have agreed (1) to treat the acquisition of an Equity Security Unit as the acquisition of this Note and the Purchase Contract constituting the Equity Security Unit and to allocate the purchase price of the Equity Security Unit between this Note and the Purchase Contract as $25 and $0, respectively, (2) to treat this Note as indebtedness that is subject to the Contingent Payment Regulations for United States federal income tax purposes and (3) to be bound by the Company's determination of the "comparable yield" and "projected payment schedule," within the meaning of the Contingent Payment Regulations, with respect to this Note for United States federal income tax purposes. A Holder of this Note may obtain the amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule by submitting a written request for it to the Company at the following address: DTE Energy Company, 2000 2nd Avenue, Detroit, Michigan 48226-1279, Attn: . The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Unless the Certificate of Authentication hereon has been manually 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. A-5 IN WITNESS WHEREOF, the Company has caused this Instrument to be duly executed. DTE ENERGY COMPANY By_____________________________ Date: Attest: By_______________________________________ CERTIFICATE OF AUTHENTICATION This is one of the Notes of the series of Notes described in the within mentioned Indenture. THE BANK OF NEW YORK as Trustee By_____________________________ Authorized Signatory Date: A-6 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________________________________ (Please insert Social Security or Other Identifying Number of Assignee) ________________________________________________________________________________ (Please print or type name and address, including zip code of assignee) the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorneys to transfer the within Note on the books of the Company, with full power of substitution in the premises. Dated:________________________ NOTICE: The signature of this assignment must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatever and NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agents Medallion Program ("STAMP"), the Stock Exchange, Inc. Medallion Signature Program ("MSP"). When assignment is made by a guardian, trustee, executor or administrator, an officer of a corporation, or anyone in a representative capacity, proof of his or her authority to act must accompany this Note. A-7 [TO BE ATTACHED TO GLOBAL NOTES AND PLEDGED NOTES] SCHEDULE OF INCREASES OR DECREASES The following increases or decreases in this [Global Note] [Pledged Note] have been made:

AMOUNT OF INCREASE AMOUNT OF DECREASE PRINCIPAL AMOUNT OF SIGNATURE OF IN PRINCIPAL IN PRINCIPAL NOTE EVIDENCED BY AUTHORIZED OFFICER AMOUNT OF NOTE AMOUNT OF NOTE THE [GLOBAL NOTE] OF TRUSTEE OR EVIDENCED BY THE EVIDENCED BY THE [PLEDGED NOTE] SECURITIES CUSTODIAN [GLOBAL NOTE] [GLOBAL NOTE] FOLLOWING SUCH DATE [PLEDGED NOTE] [PLEDGED NOTE] DECREASE OR INCREASE - ------------------- ------------------- ------------------ -------------------- --------------------

A-8 EXHIBIT B PLEDGE AGREEMENT B-1 EXHIBIT C PURCHASE CONTRACT AGREEMENT C-1 EXHIBIT D REMARKETING AGREEMENT D-1 EX-5 4 k70278exv5.txt EX-5 FORM OF PURCHASE CONTRACT AND EQUITY SECURITY EXHIBIT 5 DTE ENERGY COMPANY AND THE BANK OF NEW YORK, AS PURCHASE CONTRACT AGENT PURCHASE CONTRACT AGREEMENT Dated as of June -, 2002. TABLE OF CONTENTS

PAGE ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.1 Definitions............................................................................1 SECTION 1.2 Compliance Certificates And Opinions..................................................12 SECTION 1.3 Form Of Documents Delivered To Agent..................................................13 SECTION 1.4 Acts Of Holders; Record Dates.........................................................14 SECTION 1.5 Notices...............................................................................15 SECTION 1.6 Notice To Holders; Waiver.............................................................16 SECTION 1.7 Effect Of Headings And Table Of Contents..............................................16 SECTION 1.8 Successors And Assigns................................................................16 SECTION 1.9 Separability Clause...................................................................16 SECTION 1.10 Benefits Of Agreement.................................................................16 SECTION 1.11 Governing Law.........................................................................17 SECTION 1.12 Legal Holidays........................................................................17 SECTION 1.13 Counterparts..........................................................................17 SECTION 1.14 Inspection Of Agreement...............................................................17 ARTICLE II. CERTIFICATE FORMS SECTION 2.1 Forms Of Certificates Generally.......................................................18 SECTION 2.2 Form Of Agent's Certificate Of Authentication.........................................19

i TABLE OF CONTENTS (CONTINUED)

PAGE ARTICLE III. THE EQUITY SECURITY UNITS AND STRIPPED EQUITY SECURITY UNITS SECTION 3.1 Title And Terms; Denominations........................................................19 SECTION 3.2 Rights And Obligations Evidenced By The Certificates..................................19 SECTION 3.3 Execution, Authentication, Delivery And Dating........................................20 SECTION 3.4 Temporary Certificates................................................................21 SECTION 3.5 Registration; Registration Of Transfer And Exchange...................................22 SECTION 3.6 Book-Entry Interests..................................................................23 SECTION 3.7 Notices To Holders....................................................................24 SECTION 3.8 Appointment Of Successor Clearing Agency..............................................24 SECTION 3.9 Definitive Certificates...............................................................24 SECTION 3.10 Mutilated, Destroyed, Lost And Stolen Certificates....................................24 SECTION 3.11 Persons Deemed Owners.................................................................25 SECTION 3.12 Cancellation..........................................................................26 SECTION 3.13 Establishment Of Stripped Equity Security Units.......................................26 SECTION 3.14 Reestablishment Of Equity Security Units..............................................28 SECTION 3.15 Transfer Of Collateral Upon Occurrence Of Termination Event...........................29 SECTION 3.16 No Consent To Assumption..............................................................30 ARTICLE IV. THE NOTES SECTION 4.1 Payment Of Interest; Rights To Interest Payments Preserved; Notice....................30 SECTION 4.2 Notice And Voting.....................................................................31 SECTION 4.3 Tax Event Redemption..................................................................32

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PAGE ARTICLE V. THE PURCHASE CONTRACTS; THE REMARKETING SECTION 5.1 Purchase Of Shares Of Common Stock....................................................33 SECTION 5.2 Contract Adjustment Payments..........................................................35 SECTION 5.3 Deferral Of Contract Adjustment Payments..............................................36 SECTION 5.4 Payment Of Purchase Price; Remarketing................................................37 SECTION 5.5 Issuance Of Shares Of Common Stock....................................................42 SECTION 5.6 Adjustment Of Settlement Rate.........................................................42 SECTION 5.7 Notice Of Adjustments And Certain Other Events........................................48 SECTION 5.8 Termination Event; Notice.............................................................49 SECTION 5.9 Early Settlement......................................................................49 SECTION 5.10 Early Settlement Upon Merger..........................................................51 SECTION 5.11 Charges And Taxes.....................................................................53 SECTION 5.12 No Fractional Shares..................................................................54 SECTION 5.13 Registration Statement and Prospectus.................................................54 ARTICLE VI. REMEDIES SECTION 6.1 Unconditional Right Of Holders To Purchase Common Stock...............................54 SECTION 6.2 Restoration Of Rights And Remedies....................................................55 SECTION 6.3 Rights And Remedies Cumulative........................................................55 SECTION 6.4 Delay or Omission Not Waiver..........................................................55 SECTION 6.5 Undertaking For Costs.................................................................55 SECTION 6.6 Waiver Of Stay Or Extension Laws......................................................55

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PAGE ARTICLE VII. THE AGENT SECTION 7.1 Certain Duties, Rights And Immunities.................................................56 SECTION 7.2 Notice Of Default.....................................................................58 SECTION 7.3 Certain Rights Of Agent...............................................................58 SECTION 7.4 Not Responsible For Recitals, Etc.....................................................59 SECTION 7.5 May Hold Equity Security Units and Stripped Equity Security Units And Other Dealings..............................................................................59 SECTION 7.6 Money Held In Custody.................................................................59 SECTION 7.7 Compensation And Reimbursement........................................................59 SECTION 7.8 Corporate Agent Required; Eligibility.................................................60 SECTION 7.9 Resignation And Removal; Appointment Of Successor.....................................60 SECTION 7.10 Acceptance Of Appointment By Successor................................................61 SECTION 7.11 Merger, Conversion, Consolidation Or Succession To Business...........................62 SECTION 7.12 Preservation Of Information; Communications To Holders................................62 SECTION 7.13 Failure to Act........................................................................62 SECTION 7.14 No Obligations Of Agent...............................................................63 SECTION 7.15 Tax Compliance........................................................................63

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PAGE ARTICLE VIII. SUPPLEMENTAL AGREEMENTS SECTION 8.1 Supplemental Agreements Without Consent Of Holders....................................64 SECTION 8.2 Supplemental Agreements With Consent Of Holders.......................................64 SECTION 8.3 Execution Of Supplemental Agreements..................................................65 SECTION 8.4 Effect Of Supplemental Agreements.....................................................65 SECTION 8.5 Reference To Supplemental Agreements..................................................66 ARTICLE IX. CONSOLIDATION, MERGER, SALE OR CONVEYANCE SECTION 9.1 Covenant Not To Merge, Consolidate, Sell Or Convey Property Except Under Certain Conditions....................................................................66 SECTION 9.2 Rights And Duties Of Successor Corporation............................................66 SECTION 9.3 Opinion Of Counsel Given To Agent.....................................................67 ARTICLE X. COVENANTS SECTION 10.1 Performance Under Purchase Contracts..................................................67 SECTION 10.2 Maintenance Of Office Or Agency.......................................................67 SECTION 10.3 Company To Reserve Common Stock.......................................................68 SECTION 10.4 Covenants As To Common Stock..........................................................68 SECTION 10.5 Statements Of Officer Of The Company As To Default....................................68

Exhibit A - Form of Equity Security Unit Certificate Exhibit B - Form of Stripped Equity Security Unit Certificate Exhibit C - Instruction from Purchase Contract Agent to Collateral Agent (Collateral Substitution) Exhibit D - Instruction to Purchase Contract Agent (Collateral Substation) Exhibit E - Notice to Settle by Separate Cash Exhibit F - Form of Remarketing Agreement v PURCHASE CONTRACT AGREEMENT (the "Agreement"), dated as of June - , 2002, between DTE ENERGY COMPANY, a Michigan corporation (the "Company"), and The Bank of New York, a New York banking corporation, acting as purchase contract agent for the Holders of Equity Security Units and Stripped Equity Security Units from time to time (the "Agent"). RECITALS The Company has duly authorized the execution and delivery of this Agreement and the Certificates evidencing the Equity Security Units and Stripped Equity Security Units. All things necessary to make the Purchase Contracts, when the Certificates are executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Agent, as provided in this Agreement, the valid obligations of the Company, and to constitute this Agreement a valid agreement of the Company, in accordance with its terms, have been done. WITNESSETH: For and in consideration of the premises and the purchase of the Equity Security Units by the Holders thereof, it is mutually agreed as follows: ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders; (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States; (c) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; and (d) the following terms have the meanings given to them in this Section 1.1(d): "Act" when used with respect to any Holder, has the meaning specified in Section 1.4. "Affiliate" has the same meaning as given to that term in Rule 405 promulgated under the Securities Act or any successor rule thereunder. "Agent" means the Person named as the "Agent" in the first paragraph of this instrument until a successor Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter "Agent" shall mean such Person. "Agreement" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof. "Applicable Market Value" has the meaning specified in Section 5.1(c). "Applicable Ownership Interest" means, with respect to an Equity Security Unit and the Treasury Securities in the Treasury Portfolio or the Tax Event Treasury Portfolio, (A) a 1/40, or 2.5%, undivided beneficial ownership interest in a $1,000 principal or interest amount of a principal or interest strip in a U.S. Treasury security included in such Treasury Portfolio or Tax Event Treasury Portfolio that matures on the Business Day immediately preceding the Stock Purchase Date and (B) for the scheduled interest Payment Date on the Notes that occurs on the Stock Purchase Date, in the case of the Treasury Portfolio, or for each scheduled interest Payment Date on the Notes that occurs after the Tax Event Redemption Date and on or before the Stock Purchase Date, in the case of the Tax Event Treasury Portfolio, a - % undivided beneficial ownership interest in a $1,000 principal or interest amount of a principal or interest strip in a U.S. Treasury security included in the Treasury Portfolio or the Tax Event Treasury Portfolio that matures on the Business Day immediately preceding the applicable interest Payment Date or Dates. "Applicants" has the meaning specified in Section 7.12(b). "Bankruptcy Code" means Title 11 of the United States Code, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws. "Beneficial Owner" means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency). "Board of Directors" means either the board of directors of the Company or any duly authorized committee of that board. "Board Resolution" means (i) a copy of a resolution certified by the Secretary or the Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, (ii) a copy of a unanimous written consent of the Board of Directors or (iii) a certificate signed by the authorized officer or officers to whom the Board of Directors has delegated its authority, and in each case, delivered to the Agent. "Book-Entry Interest" means a beneficial interest in a Global Certificate, ownership and transfers of which shall be maintained and made through book entries by a Clearing Agency as described in Section 3.6. 2 "Business Day" means any day other than a Saturday, Sunday or any other day on which banking institutions and trust companies in The State of New York or at a place of payment are authorized or required by law, regulation or executive order to be closed. "Capital Stock" means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated, whether voting or non-voting) corporate stock or similar interests in other types of entities. "Cash Merger" has the meaning set forth in Section 5.10. "Cash Settlement" has the meaning set forth in Section 5.4(a). "Certificate" means an Equity Security Unit Certificate or a Stripped Equity Security Unit Certificate. "Clearing Agency" means an organization registered as a "Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as a depositary for the Equity Security Units and Stripped Equity Security Units and in whose name, or in the name of a nominee of that organization, shall be registered a Global Certificate and which shall undertake to effect book-entry transfers and pledges of the Equity Security Units and Stripped Equity Security Units. "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "Closing Price" has the meaning specified in Section 5.1(c). "Collateral" has the meaning specified in Section 2.1(a) of the Pledge Agreement. "Collateral Agent" means The Bank of New York, a New York banking corporation, as Collateral Agent under the Pledge Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of the Pledge Agreement, and thereafter "Collateral Agent" shall mean the Person who is then the Collateral Agent thereunder. "Collateral Substitution" has the meaning specified in Section 3.13(a). "Common Stock" means the common stock, without par value, of the Company. "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor shall have become such pursuant to the applicable provision of this Agreement, and thereafter "Company" shall mean such successor. "Constituent Person" has the meaning specified in Section 5.6(b). "Contract Adjustment Payments" means, in the case of Equity Security Units and Stripped Equity Security Units, the amount payable by the Company in respect of each Purchase Contract constituting a part of such Equity Security Units or Stripped Equity Security Units, equal to % per year of the Stated Amount, in each case computed (1) for any full quarterly 3 period on the basis of a 360-day year of twelve 30-day months and (2) for any period shorter than a full quarterly period, on the basis of a 30-day month and for periods less than a month, on the basis of the actual number of days elapsed per 30-day month, plus any Deferred Contract Adjustment Payments accumulated pursuant to Section 5.3. "Corporate Trust Office" means the office of the Agent at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at One Wall Street - 27th Floor, New York, New York 10286. "Corporation" includes corporations, limited liability companies, and except for purposes of Article IX, associations, companies and business trusts. "Coupon Rate" means the percentage rate per annum at which each Note will bear interest initially. "Current Market Price" has the meaning specified in Section 5.6(a)(8). "Custodial Agent" means The Bank of New York, a New York banking corporation, as Custodial Agent under the Pledge Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of the Pledge Agreement, and thereafter "Custodial Agent" shall mean the Person who is then the Custodial Agent thereunder. "Deferred Contract Adjustment Payments" has the meaning specified in Section 5.3. "Depositary" means, initially, DTC, until another Clearing Agency becomes its successor. "DTC" means The Depository Trust Company, the initial Clearing Agency. "Early Settlement" has the meaning specified in Section 5.9(a). "Early Settlement Amount" has the meaning specified in Section 5.9(a). "Early Settlement Date" has the meaning specified in Section 5.9(a). "Early Settlement Rate" has the meaning specified in Section 5.9(b). "Equity Security Units" means the collective rights and obligations of a Holder of an Equity Security Unit Certificate in respect of a Note or the appropriate Applicable Ownership Interest in the Treasury Portfolio or the Tax Event Treasury Portfolio, as the case may be, subject in each case to the Pledge thereof, and the related Purchase Contract. "Equity Security Unit Certificate" means a certificate evidencing the rights and obligations of a Holder in respect of the number of Equity Security Units specified on such certificate, substantially in the form of Exhibit A hereto. "Equity Security Unit Register" and "Equity Security Units Registrar" have the respective meanings specified in Section 3.5(a). 4 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder. "Expiration Date" has the meaning specified in Section 1.4(f). "Expiration Time" has the meaning specified in Section 5.6(a)(6). "Failed Remarketing" has the meaning specified in Section 5.4(b)(ii). "Fair Market Value" with respect to securities distributed in a Spin-Off means (a) in the case of any Spin-Off that is effected simultaneously with an initial public offering of such securities, the initial public offering price of those securities, and (b) in the case of any other Spin-Off, the average of the Sale Prices of those securities over the first 10 Trading Days after the effective date of such Spin-Off. "Global Certificate" means a Certificate that evidences all or part of the Equity Security Units or Stripped Equity Security Units and is registered in the name of a Depositary or a nominee thereof. "Holder" means the Person in whose name the Equity Security Units or Stripped Equity Security Units evidenced by an Equity Security Unit Certificate and/or a Stripped Equity Security Unit Certificate is registered in the related Equity Security Unit Register and/or the Stripped Equity Security Unit Register, as the case may be. "Indenture" means the Amended and Restated Indenture, dated as of April 9, 2001, between the Company and the Trustee and as further supplemented by any officers' certificate or supplemental indenture. "Issuer Order" or "Issuer Request" means a written order or request signed in the name of the Company by the Chairman of the Board, its President, a Vice-President, its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary and delivered to the Agent. "Last Failed Remarketing" has the meaning specified in Section 5.4(b)(ii). "Merger Early Settlement" has the meaning specified in Section 5.10. "Merger Early Settlement Amount" has the meaning specified in Section 5.10. "Merger Early Settlement Date" has the meaning specified in Section 5.10. "Non-electing Share" has the meaning specified in Section 5.6(b). "Notes" means the series of senior debt securities of the Company designated the - % Senior Notes due 2007, to be issued under the Indenture. "NYSE" has the meaning specified in Section 5.1. 5 "Officer's Certificate" means a certificate signed by the Chairman of the Board, the President, a Vice-President, the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company and delivered to the Agent. "Opinion of Counsel" means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company or an Affiliate and who shall be reasonably acceptable to the Agent. "Outstanding Units" means, as of the date of determination, all Equity Security Units and Stripped Equity Security Units evidenced by Certificates theretofore authenticated, executed and delivered under this Agreement, except: (i) If a Termination Event has occurred, (A) Stripped Equity Security Units and (B) Equity Security Units for which the related Note or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, has been theretofore deposited with the Agent in trust for the Holders of such Equity Security Units; (ii) Equity Security Units and Stripped Equity Security Units evidenced by Certificates theretofore cancelled by the Agent or delivered to the Agent for cancellation or deemed cancelled pursuant to the provisions of this Agreement; and (iii) Equity Security Units and Stripped Equity Security Units evidenced by Certificates in exchange for or in lieu of which other Certificates have been authenticated, executed on behalf of the Holder and delivered pursuant to this Agreement, other than any such Certificate in respect of which there shall have been presented to the Agent proof satisfactory to it that such Certificate is held by a bona fide purchaser in whose hands the Equity Security Units or Stripped Equity Security Units evidenced by such Certificate are valid obligations of the Company; provided, that in determining whether the Holders of the requisite number of the Equity Security Units or Stripped Equity Security Units have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Equity Security Units and Stripped Equity Security Units owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether the Agent shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Equity Security Units and Stripped Equity Security Units that a Responsible Officer of the Agent knows to be so owned shall be so disregarded. Equity Security Units or Stripped Equity Security Units so owned that have been pledged in good faith may be regarded as Outstanding Units if the pledgee establishes to the satisfaction of the Agent the pledgee's right so to act with respect to such Equity Security Units or Stripped Equity Security Units and that the pledgee is not the Company or any Affiliate of the Company. "Payment Date" means each February 16, May 16, August 16 and November 16, commencing August 16, 2002. 6 "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Pledge" means the pledge under the Pledge Agreement of the Notes, the Treasury Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio constituting a part of the Equity Security Units, or the Treasury Securities constituting a part of the Stripped Equity Security Units, property, cash, securities, financial assets and security entitlements of the Collateral Account (as defined in the Pledge Agreement) and any proceeds of any of the foregoing. "Pledge Agreement" means the Pledge Agreement, dated as of the date hereof, by and among the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Agent, on its own behalf and as attorney-in-fact for the Holders from time to time of the Equity Security Units and Stripped Equity Security Units. "Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio" has the meaning set forth in Section 2.1(c) of the Pledge Agreement. "Pledged Applicable Ownership Interest in the Treasury Portfolio" has the meaning set forth in Section 2.1(c) of the Pledge Agreement. "Pledged Notes" has the meaning set forth in Section 2.1(c) of the Pledge Agreement. "Pledged Treasury Securities" has the meaning set forth in Section 2.1(c) of the Pledge Agreement. "Predecessor Certificate" means a Predecessor Equity Security Unit Certificate or a Predecessor Stripped Equity Security Unit Certificate. "Predecessor Equity Security Unit Certificate" of any particular Equity Security Unit Certificate means every previous Equity Security Unit Certificate evidencing all or a portion of the rights and obligations of the Company and the Holder under the Equity Security Units evidenced thereby; and, for the purposes of this definition, any Equity Security Unit Certificate authenticated and delivered under Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Equity Security Unit Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Equity Security Unit Certificate. "Predecessor Stripped Equity Security Unit Certificate" of any particular Stripped Equity Security Unit Certificate means every previous Stripped Equity Security Unit Certificate evidencing all or a portion of the rights and obligations of the Company and the Holder under the Stripped Equity Security Units evidenced thereby; and, for the purposes of this definition, any Stripped Equity Security Unit Certificate authenticated and delivered under Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Stripped Equity Security Unit Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Stripped Equity Security Unit Certificate. 7 "Purchase Contract," when used with respect to any Equity Security Units or Stripped Equity Security Units, means the contract forming a part of such Equity Security Units or Stripped Equity Security Units and obligating the Company to sell and the Holder of such Equity Security Units or Stripped Equity Security Units to purchase Common Stock on the terms and subject to the conditions set forth in Article Five. "Purchase Contract Settlement Fund" has the meaning specified in Section 5.5. "Purchase Price" has the meaning specified in Section 5.1. "Purchased Shares" has the meaning specified in Section 5.6(a)(6). "Quotation Agent" means Salomon Smith Barney Inc. or UBS Warburg LLC, or their respective successors or any other primary U.S. government securities dealer in New York City selected by the Company. "Record Date" for the distribution payable on any Payment Date means, as to any Global Certificate, the Business Day immediately preceding such Payment Date, and as to any other Certificate, the 15th day preceding such Payment Date. "Redemption Amount" means, (A) in the case of a Tax Event Redemption occurring prior to the earlier of a successful remarketing of the Notes and the Stock Purchase Date, for each Note the product of (i) the principal amount of such Note and (ii) a fraction whose numerator is the applicable Tax Event Treasury Portfolio Purchase Price and whose denominator is the aggregate principal amount of Notes outstanding on the Tax Event Redemption Date, and (B) in the case of a Tax Event Redemption occurring on or after the earlier of a successful remarketing of the Notes and the Stock Purchase Date, for each Note the principal amount of the Note. "Redemption Price" means the redemption price per Note equal to the Redemption Amount plus any accrued and unpaid interest on such Note to the date of redemption. "Reference Price" has the meaning specified in Section 5.1(a)(ii). "Register" means the Equity Security Unit Register or the Stripped Equity Security Unit Register, as applicable. "Registrar" means the Equity Security Unit Registrar or the Stripped Equity Security Unit Registrar, as applicable. "Remarketing Agent" has the meaning specified in Section 5.4(b)(i). "Remarketing Agreement" means the Remarketing Agreement entered into by and among the Company, the Remarketing Agent and the Agent. "Remarketing Date" means the third Business Day immediately preceding May 16, 2005. "Remarketing Fee" has the meaning specified in Section 5.4(b)(i). 8 "Remarketing Period" means any of the following three Business Day periods: (i) the Remarketing Date and each of the two immediately succeeding Business Days; (ii) the three Business Days immediately preceding July 1, 2005; or (iii) the seventh, sixth and fifth Business Days immediately preceding August 16, 2005. "Remarketing Value" means the sum of (i) the value at the Remarketing Date or any Subsequent Remarketing Date, as the case may be, of U.S. Treasury securities that will pay, on the Business Day immediately preceding the Payment Date falling on the Stock Purchase Date, an amount of cash equal to the aggregate interest payments that are scheduled to be payable on that Payment Date, on (a) the Notes which are included in Equity Security Units and (b) the Separate Notes that are to be remarketed pursuant to Section 4.5(d) of the Pledge Agreement, assuming for that purpose that the interest rate on the Notes is equal to the Coupon Rate, and (ii) the value at the Remarketing Date or the Subsequent Remarketing Date, as the case may be, of U.S. Treasury securities that will pay, on the Business Day immediately preceding the Stock Purchase Date, an amount of cash equal to the principal amount (a) of such Notes that are included in Equity Security Units and (b) the Separate Notes which are to be remarketed pursuant to Section 4.5(d) of the Pledge Agreement, provided that for purposes of clauses (i) and (ii) above, the Remarketing Value shall be calculated on the assumptions that (x) the U.S. Treasury securities are highly liquid and mature on or within 35 days prior to the Stock Purchase Date, as determined in good faith by the Remarketing Agent in a manner intended to minimize the cash value of the U.S. Treasury securities, and (y) the U.S. Treasury securities are valued based on the ask-side price of the U.S. Treasury securities at a time between 9:00 a.m. and 11:00 a.m., New York City time, selected by the Remarketing Agent, on the Remarketing Date or any Subsequent Remarketing Date, as the case may be, as determined on a third-day settlement basis by a reasonable and customary means selected in good faith by the Remarketing Agent, plus accrued interest to that date. "Reorganization Event" has the meaning specified in Section 5.6(b). "Reset Rate" has the meaning specified in Section 5.4(b)(i) and shall be established pursuant to Section 5.4(b)(i) or (ii), as appropriate. "Responsible Officer" means, when used with respect to the Agent, any officer within the corporate trust department of the Agent (or any successor of the Agent), including any Vice President, any assistant Vice President, any assistant secretary, the treasurer, any assistant treasurer, any trust officer, any senior trust officer or any other officer of the Agent who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person's knowledge of and familiarity with the particular subject and who, in each of the above cases, shall have direct responsibility for the administration of this Agreement. 9 "Sale Price" of the Common Stock or any securities distributed in a Spin-Off, as the case may be, on any Trading Day means the closing sale price per share (or if no closing sale price is reported, the average of the per share bid and per share ask prices or, if more than one per share bid or per share ask price, the average of the average per share bid and the average per share asked prices) on such Trading Day as reported in composite transactions for the principal U.S. securities exchange on which the Common Stock or such securities are traded or, if the Common Stock or such securities are not listed on a U.S. national or regional securities exchange, as reported by Nasdaq. "Securities Act" means the Securities Act of 1933, as amended. "Securities Intermediary" means The Bank of New York, a New York banking corporation, in its capacity as Securities Intermediary under the Pledge Agreement, together with its successors in such capacity. "Separate Notes" has the meaning set forth in the Pledge Agreement. "Settlement Date" means any Early Settlement Date or Merger Early Settlement Date or the Stock Purchase Date. "Settlement Rate" has the meaning specified in Section 5.1. "Spin-Off" means a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company. "Stated Amount" means, with respect to any one Equity Security Unit or Stripped Equity Security Unit, $25. "Stock Purchase Date" means August 16, 2005. "Stripped Equity Security Units" means the collective rights and obligations of a holder of a Stripped Equity Security Unit Certificate in respect of a 1/40 undivided beneficial interest in a Treasury Security, subject in each case to the Pledge thereof, and the related Purchase Contract. "Stripped Equity Security Unit Certificate" means a certificate evidencing the rights and obligations of a Holder in respect of the number of Stripped Equity Security Units specified on such certificate, substantially in the form of Exhibit B hereto. "Stripped Equity Security Unit Register" and "Stripped Equity Security Unit Registrar" have the respective meanings specified in Section 3.5(a). "Subsequent Remarketing Date" means, provided there has been one or more Failed Remarketings, the date on which the Remarketing Agent has consummated a successful remarketing in accordance with Section 5.4 hereof, such date to be no later than the fifth Business Day immediately preceding the Stock Purchase Date. 10 "Tax Event" means the receipt by the Company of an opinion of a nationally recognized tax counsel experienced in such matters to the effect that there is more than an insubstantial risk that interest payable by the Company on the Notes on the next Payment Date would not be deductible, in whole or in part, by the Company for United States federal income tax purposes, as a result of (a) any amendment to, or change (including any announced proposed change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, (b) any amendment to or change in an official interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority or (c) any official interpretation or pronouncement that provides for a position with respect to such laws or regulations that differs from the generally accepted position on [-pricing date-], 2002, which amendment, change or proposed change is effective or which interpretation or pronouncement is announced on or after [-pricing date-], 2002. "Tax Event Redemption" means, if a Tax Event shall occur and be continuing, the redemption of the Notes, at the option of the Company, in whole but not in part, on not less than 30 days nor more than 60 days' written notice. "Tax Event Redemption Date" means the date upon which a Tax Event Redemption is to occur. "Tax Event Treasury Portfolio" means: a portfolio of principal or interest strips of U.S. Treasury Securities that mature on (1) the Business Day immediately preceding the Stock Purchase Date in an aggregate amount equal to the aggregate principal amount of the Notes included in the Equity Security Units on the Tax Event Redemption Date and (2) with respect to each scheduled interest Payment Date on the Notes that occurs after the Tax Event Redemption Date and on or before the Stock Purchase Date, interest or principal strips of U.S. Treasury Securities that mature on the Business Day immediately preceding such interest Payment Date in an aggregate amount equal to the aggregate interest payment that would be due on the aggregate principal amount of the Notes outstanding on the Tax Event Redemption Date. "Tax Event Treasury Portfolio Purchase Price" means the lowest aggregate price quoted by a primary U.S. government securities dealer in New York City to the Quotation Agent on the third Business Day immediately preceding the Tax Event Redemption Date for the purchase of the Treasury Portfolio for settlement on the Tax Event Redemption Date. "Termination Date" means the date, if any, on which a Termination Event occurs. "Termination Event" means the occurrence of any of the following events: (i) at any time on or prior to the Stock Purchase Date, a judgment, decree or court order shall have been entered granting relief under the Bankruptcy Code or any other similar Federal or state law, adjudicating the Company to be insolvent, or approving as properly filed a petition seeking reorganization or liquidation of the Company under the Bankruptcy Code or any other similar applicable federal or state law, and, unless such judgment, decree or order shall 11 have been entered within 60 days prior to the Stock Purchase Date, such decree or order shall have continued undischarged and unstayed for a period of 60 days; (ii) at any time on or prior to the Stock Purchase Date, a judgment, decree or court order for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of its property, or for the winding up or liquidation of its affairs, shall have been entered, and, unless such judgment, decree or order shall have been entered within 60 days prior to the Stock Purchase Date, such judgment, decree or order shall have continued undischarged and unstayed for a period of 60 days; or (iii) at any time on or prior to the Stock Purchase Date, the Company shall file a petition for relief under the Bankruptcy Code or any other similar federal or state law, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization or liquidation under the Bankruptcy Code or any other similar federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due. "Threshold Appreciation Price" has the meaning specified in Section 5.1(a)(i). "TIA" means the Trust Indenture Act of 1939, as amended. "Trading Day" has the meaning specified in Section 5.1(c). "Transaction Documents" has the meaning specified in Section 7.1(a). "Treasury Consideration" means the Agent-purchased Treasury Consideration. "Treasury Portfolio" has the meaning specified in Section 5.4(b)(i). "Treasury Security" means a zero-coupon U.S. Treasury security (CUSIP Number 912803AG8) maturing on August 15, 2005 that will pay $1,000 on such maturity date. "Trustee" means The Bank of New York, a New York banking corporation, as trustee under the Indenture, or any successor thereto. "Underwriting Agreement" means the Underwriting Agreement relating to the Equity Security Units and Stripped Equity Security Units dated , 2002 among the Company and the underwriters named therein. "Vice-President" means any vice-president, whether or not designated by a number or a word or words added before or after the title "vice-president." SECTION 1.2 Compliance Certificates And Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Agent to 12 take any action under any provision of this Agreement, the Company shall furnish to the Agent an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officer's Certificate provided for in Section 10.5) shall include: (a) a statement that the Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of such individual, such condition or covenant has been complied with. SECTION 1.3 Form Of Documents Delivered To Agent. (a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. (b) Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 13 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument. SECTION 1.4 Acts Of Holders; Record Dates. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Agent and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 7.1) conclusive in favor of the Agent and the Company, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Agent deems sufficient. (c) The ownership of Equity Security Units or Stripped Equity Security Units shall be proved by the Equity Security Unit Register or the Stripped Equity Security Unit Register, as the case may be. (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Certificate shall bind every future Holder of the same Certificate and the Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Certificate. (e) The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Units entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Agreement to be given, made or taken by Holders of Equity Security Units and Stripped Equity Security Units. If any record date is set pursuant to this paragraph, the Holders of the Outstanding Units on such record date, and no other Holders, shall be entitled to take the relevant action with respect to the Equity Security Units or the Stripped Equity Security Units, as the case may be, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite number of Outstanding Units on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any 14 Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite number of Outstanding Units on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Agent in writing and to each Holder of Equity Security Units and Stripped Equity Security Units in the manner set forth in Section 1.6. Notwithstanding the foregoing, for purposes of distributions payable on any Payment Date, the Record Date shall be, as to any Global Certificate, the Business Day immediately preceding such Payment Date. (f) With respect to any record date set pursuant to this Section, the Company may designate any date as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the Agent in writing, and to each Holder of Equity Security Units and Stripped Equity Security Units in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the Company shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. SECTION 1.5 Notices. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Agreement to be made upon, given or furnished to, or filed with: (a) the Agent by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing and personally delivered, mailed, first-class postage prepaid, telecopied or delivered by overnight air courier guaranteeing next day delivery, to the Agent at One Wall Street - 27th Floor, New York, New York 10286, Attention: Paul Schmalzel, Vice President, telecopy: (212) 896-7298, or at any other address furnished in writing by the Agent to the Holders and the Company; or (b) the Company by the Agent or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing and personally delivered, mailed, first-class postage prepaid, telecopied or delivered by overnight air courier guaranteeing next day delivery, to the Company at DTE Energy Company, 2000 2nd Avenue, Detroit, Michigan 48226-1279, Attention: Treasurer, telecopy: (313) or at any other address furnished in writing to the Agent by the Company; or (c) the Collateral Agent by the Agent, the Company or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing and personally delivered, mailed, first-class postage prepaid, telecopied or delivered by overnight air courier guaranteeing next day delivery, addressed to the Collateral Agent at One Wall Street - 27th Floor, New York, 15 New York 10286, Attention: Paul Schmalzel, Vice President, telecopy: (212) 896-7298, or at any other address furnished in writing by the Collateral Agent to the Agent, the Company and the Holders; or (d) the Trustee by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing and personally delivered, mailed, first-class postage prepaid, telecopied or delivered by overnight air courier guaranteeing next day delivery, addressed to the Trustee at One Wall Street - 27th Floor, New York, New York 10286, Attention: Paul Schmalzel, Vice President, telecopy: (212) 896-7298 or at any other address furnished in writing by the Trustee to the Company. SECTION 1.6 Notice To Holders; Waiver. (a) Where this Agreement provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the applicable Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. (b) In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Agent shall constitute a sufficient notification for every purpose hereunder. SECTION 1.7 Effect Of Headings And Table Of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 1.8 Successors And Assigns. All covenants and agreements in this Agreement by the Company shall bind its successors and assigns, whether so expressed or not. SECTION 1.9 Separability Clause. In case any provision in this Agreement or in the Equity Security Units or Stripped Equity Security Units shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby. SECTION 1.10 Benefits Of Agreement. Nothing in this Agreement or in the Equity Security Units or Stripped Equity Security Units, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and, to the extent provided hereby, the Holders, any benefits or any legal or equitable right, remedy or claim under this Agreement. 16 The Holders from time to time shall be beneficiaries of this Agreement and shall be bound by all of the terms and conditions hereof and of the Equity Security Units and Stripped Equity Security Units evidenced by their Certificates by their acceptance of delivery of such Certificates. SECTION 1.11 Governing Law. This Agreement and the Equity Security Units and Stripped Equity Security Units shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. SECTION 1.12 Legal Holidays. (a) In any case where any Payment Date shall not be a Business Day, then (notwithstanding any other provision of this Agreement or the Equity Security Unit Certificates) payments on the Notes shall not be made on such date, but such payments shall be made on the next succeeding Business Day with the same force and effect as if made on such Payment Date, provided that no interest shall accrue or be payable by the Company for the period from and after any such Payment Date, except that if such next succeeding Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day with the same force and effect as if made on such Payment Date. (b) If any date on which Contract Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the Contract Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or additional payment will be paid in respect of the delay. However, if that Business Day is in the next succeeding calendar year, the payment will be made on the immediately preceding Business Day with the same force and effect as if made on that Payment Date. (c) In any case where the Stock Purchase Date shall not be a Business Day, then (notwithstanding any other provision of this Agreement or the Certificates), the Purchase Contracts shall not be performed on such date, but the Purchase Contracts shall be performed on the immediately following Business Day with the same force and effect as if performed on the Stock Purchase Date. SECTION 1.13 Counterparts. This Agreement may be executed in any number of counterparts by the parties hereto, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. SECTION 1.14 Inspection Of Agreement. A copy of this Agreement shall be available at all reasonable times during normal business hours at the Corporate Trust Office for inspection by any Holder. 17 ARTICLE II. CERTIFICATE FORMS SECTION 2.1 Forms Of Certificates Generally. (a) The Equity Security Unit Certificates (including the form of Purchase Contract forming part of the Equity Security Units evidenced thereby) shall be in substantially the form set forth in Exhibit A hereto, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange or quotation system on which the Equity Security Units are listed or quoted for trading or any depositary therefor, or as may, consistently herewith, be determined by the officers of the Company executing such Equity Security Unit Certificates, as evidenced by their execution of the Equity Security Unit Certificates. (b) The definitive Equity Security Unit Certificates shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Equity Security Unit Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof. (c) The Stripped Equity Security Unit Certificates (including the form of Purchase Contracts forming part of the Stripped Equity Security Units evidenced thereby) shall be in substantially the form set forth in Exhibit B hereto, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange or the quotation system on which the Stripped Equity Security Units may be listed or quoted for trading or any depositary therefor, or as may, consistently herewith, be determined by the officers of the Company executing such Stripped Equity Security Unit Certificates, as evidenced by their execution of the Stripped Equity Security Unit Certificates. (d) The definitive Stripped Equity Security Unit Certificates shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Stripped Equity Security Unit Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof. (e) Every Global Certificate authenticated, executed on behalf of the Holders and delivered hereunder shall bear a legend in substantially the following form: "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN 18 PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT." SECTION 2.2 Form Of Agent's Certificate Of Authentication. (a) The form of the Agent's certificate of authentication of the Equity Security Units shall be in substantially the form set forth on the form of the Equity Security Unit Certificates. (b) The form of the Agent's certificate of authentication of the Stripped Equity Security Units shall be in substantially the form set forth on the form of the Stripped Equity Security Unit Certificates. ARTICLE III. THE EQUITY SECURITY UNITS AND STRIPPED EQUITY SECURITY UNITS SECTION 3.1 Title And Terms; Denominations. (a) The aggregate number of Equity Security Units and Stripped Equity Security Units, if any, evidenced by Certificates authenticated, executed on behalf of the Holders and delivered hereunder is limited to ( if the Underwriters' (as defined in the Underwriting Agreement) over-allotment option pursuant to the Underwriting Agreement is exercised in full), except for Certificates authenticated, executed and delivered upon registration of transfer of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.4, 3.5, 3.10, 3.13, 3.14, 5.9, 5.10 or 8.5. (b) The Certificates shall be issuable only in registered form and only in denominations of a single Equity Security Unit or a single Stripped Equity Security Unit and any integral multiple thereof. SECTION 3.2 Rights And Obligations Evidenced By The Certificates. (a) Each Equity Security Unit Certificate shall evidence the number of Equity Security Units specified therein, with each such Equity Security Unit representing the ownership by the Holder thereof of a beneficial interest in a Note or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, subject to the Pledge of such Note or such Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, the Holder of each Equity Security Unit shall pledge, pursuant to the Pledge Agreement, the Note or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, forming a 19 part of such Equity Security Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note or such Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under each Purchase Contract to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Equity Security Unit Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. (b) Each Stripped Equity Security Unit Certificate shall evidence the number of Stripped Equity Security Units specified therein, with each such Stripped Equity Security Unit representing the ownership by the Holder thereof of a 1/40 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped Equity Security Unit Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. SECTION 3.3 Execution, Authentication, Delivery And Dating. (a) Subject to the provisions of Sections 3.13 and 3.14, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. (b) The Certificates shall be executed on behalf of the Company by the Chairman of the Board, its President, its Treasurer, any Assistant Treasurer or any of its Vice Presidents and delivered to the Agent. The signature of any of these officers on the Certificates may be manual or facsimile. (c) Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. 20 (d) No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the Holder by the manual or facsimile signature of an authorized officer of the Agent, as such Holder's attorney-in-fact. Such signature by an authorized officer of the Agent shall be conclusive evidence that the Holder of such Certificate has entered into the Purchase Contracts evidenced by such Certificate. (e) Each Certificate shall be dated the date of its authentication. (f) No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized officer of the Agent by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. SECTION 3.4 Temporary Certificates. (a) Pending the preparation of definitive Certificates, the Company shall execute and deliver to the Agent, and the Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu of such definitive Certificates, temporary Certificates which are in substantially the form set forth in Exhibit A or Exhibit B hereto, as the case may be, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Equity Security Units or Stripped Equity Security Units, as the case may be, are listed, or as may, consistent herewith, be determined by the officers of the Company executing such Certificates, as evidenced by their execution of the Certificates. (b) If temporary Certificates are issued, the Company will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the Corporate Trust Office, at the expense of the Company and without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Company shall execute and deliver to the Agent, and the Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, one or more definitive Certificates of like tenor and denominations and evidencing a like number of Equity Security Units or Stripped Equity Security Units, as the case may be, as the temporary Certificate or Certificates so surrendered. Until so exchanged, the temporary Certificates shall in all respects evidence the same benefits and the same obligations with respect to the Equity Security Units or Stripped Equity Security Units, as the case may be, evidenced thereby as definitive Certificates. 21 SECTION 3.5 Registration; Registration Of Transfer And Exchange. (a) The Agent shall keep at the Corporate Trust Office a register (the "Equity Security Unit Register") in which, subject to such reasonable regulations as it may prescribe, the Agent shall provide for the registration of Equity Security Unit Certificates and of transfers of Equity Security Unit Certificates (the Agent, in such capacity, the "Equity Security Units Registrar") and a register (the "Stripped Equity Security Unit Register") in which, subject to such reasonable regulations as it may prescribe, the Agent shall provide for the registration of the Stripped Equity Security Unit Certificates and transfers of Stripped Equity Security Unit Certificates (the Agent, in such capacity, the "Stripped Equity Security Unit Registrar"). (b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office, the Company shall execute and deliver to the Agent, and the Agent shall authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Certificates of like tenor and denominations, and evidencing a like number of Equity Security Units or Stripped Equity Security Units, as the case may be. (c) At the option of the Holder, Certificates may be exchanged for other Certificates, of like tenor and denominations and evidencing a like number of Equity Security Units or Stripped Equity Security Units, as the case may be, upon surrender of the Certificates to be exchanged at the Corporate Trust Office. Whenever any Certificates are so surrendered for exchange, the Company shall execute and deliver to the Agent, and the Agent shall authenticate, execute on behalf of the Holder, and deliver the Certificates which the Holder making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of a Certificate shall evidence the ownership of the same number of Equity Security Units or Stripped Equity Security Units, as the case may be, and be entitled to the same benefits and subject to the same obligations, under this Agreement as the Equity Security Units or Stripped Equity Security Units, as the case may be, evidenced by the Certificate surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Agent duly executed, by the Holder thereof or its attorney duly authorized in writing. (f) No service charge shall be made for any registration of transfer or exchange of a Certificate, but the Company and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than any exchanges pursuant to Sections 3.4, 3.9 and 8.5 not involving any transfer. (g) Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, 22 execute on behalf of the Holder and deliver any Certificate presented or surrendered for registration of transfer or for exchange on or after the Business Day immediately preceding the earlier of the Stock Purchase Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall, (i) if the Stock Purchase Date has occurred, deliver the shares of Common Stock issuable in respect of the Purchase Contracts forming a part of the Equity Security Units or Stripped Equity Security Units, as the case may be, evidenced by such Certificate, (ii) in the case of Equity Security Units, if a Termination Event shall have occurred prior to the Stock Purchase Date, transfer the Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as applicable, relating to such Equity Security Units or, in the case of Stripped Equity Security Units, if a Termination Event shall have occurred prior to the Stock Purchase Date, transfer the Treasury Securities relating to such Stripped Equity Security Units, in each case subject to the applicable conditions and in accordance with the applicable provisions of Article V. SECTION 3.6 Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. Each such Global Certificate shall initially be registered in the applicable Register in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.9. The Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.9: (a) the provisions of this Section 3.6 shall be in full force and effect; (b) the Company shall be entitled to deal with the Clearing Agency for all purposes of this Agreement (including receiving approvals, votes or consents hereunder) as the Holder of the Equity Security Units and Stripped Equity Security Units and the sole holder of the Global Certificate(s) and shall have no obligation to the Beneficial Owners; (c) to the extent that the provisions of this Section 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.6 shall control; and (d) the rights of the Beneficial Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and/or the Clearing Agency 23 Participants. The Clearing Agency will make book-entry transfers among Clearing Agency Participants. SECTION 3.7 Notices To Holders. Whenever a notice or other communication to the Holders is required to be given under this Agreement, the Company or the Company's agent shall give such notices and communications to the Holders and, with respect to any Equity Security Units or Stripped Equity Security Units registered in the name of a Clearing Agency or the nominee of a Clearing Agency, the Company or the Company's agent shall, except as set forth herein, have no obligations to the Beneficial Owners. SECTION 3.8 Appointment Of Successor Clearing Agency. If any Clearing Agency elects to discontinue its services as securities depositary with respect to the Equity Security Units and Stripped Equity Security Units, the Company may, in its sole discretion, appoint a successor Clearing Agency with respect to the Equity Security Units and Stripped Equity Security Units. SECTION 3.9 Definitive Certificates. If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Equity Security Units and Stripped Equity Security Units and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the Equity Security Units and Stripped Equity Security Units, or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book- Entry Interests with respect to the Equity Security Units and Stripped Equity Security Units by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company and the Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions. SECTION 3.10 Mutilated, Destroyed, Lost And Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Agent, the Company shall execute and deliver to the Agent, and the Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, a new Certificate at the cost of the Holder, evidencing the same number of Equity Security Units or Stripped Equity Security Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding. (b) If there shall be delivered to the Company and the Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) such security or indemnity at the cost of the Holder as may be required by them to hold each of them and any agent of any of them harmless, then, in the absence of notice to the Company or 24 the Agent that such Certificate has been acquired by a bona fide purchaser, the Company shall execute and deliver to the Agent, and the Agent shall authenticate, execute on behalf of the Holder, and deliver to the Holder, in lieu of any such destroyed, lost or stolen Certificate, a new Certificate, evidencing the same number of Equity Security Units or Stripped Equity Security Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding. (c) Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, execute on behalf of the Holder, and deliver to the Holder, a Certificate on or after the Business Day immediately preceding the earlier of the Stock Purchase Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall (i) if the Stock Purchase Date has occurred, deliver the shares of Common Stock issuable in respect of the Purchase Contracts forming a part of the Equity Security Units or Stripped Equity Security Units evidenced by such Certificate, or (ii) if a Termination Event shall have occurred prior to the Stock Purchase Date, transfer the Notes, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, or the Treasury Securities, as the case may be, evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Article V. (d) Upon the issuance of any new Certificate under this Section, the Company and the Agent may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Agent) connected therewith. (e) Every new Certificate issued pursuant to this Section in lieu of any destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Company and of the Holder in respect of the Equity Security Units or Stripped Equity Security Units, as the case may be, evidenced thereby, whether or not the destroyed, lost or stolen Certificate (and the Equity Security Units and Stripped Equity Security Units evidenced thereby) shall be at any time enforceable by anyone, and shall be entitled to all the benefits and be subject to all the obligations of this Agreement equally and proportionately with any and all other Certificates delivered hereunder. (f) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates. SECTION 3.11 Persons Deemed Owners. (a) Prior to due presentment of a Certificate for registration of transfer, the Company and the Agent, and any agent of the Company or the Agent, may treat the Person in whose name such Certificate is registered as the owner of the Equity Security Units or Stripped Equity Security Units, as the case may be, evidenced thereby, for the purpose of receiving interest payments on the Notes, receiving payment of Contract 25 Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever (subject to Sections 4.1(a) and 5.2(a)), whether or not any such payments shall be overdue and notwithstanding any notice to the contrary, and neither the Company nor the Agent, nor any agent of the Company or the Agent, shall be affected by notice to the contrary. (b) Notwithstanding the foregoing, with respect to any Global Certificate, nothing herein shall prevent the Company, the Agent or any agent of the Company or the Agent, from giving effect to any written certification, proxy or other authorization furnished by any Clearing Agency (or its nominee), as a Holder, with respect to such Global Certificate or impair, as between such Clearing Agency and owners of beneficial interests in such Global Certificate, the operation of customary practices governing the exercise of rights of such Clearing Agency (or its nominee) as Holder of such Global Certificate. None of the Company, the Agent, or any agent of the Company or the Agent, will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Certificate or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. SECTION 3.12 Cancellation. (a) All Certificates surrendered (i) for delivery of shares of Common Stock on or after any Settlement Date; (ii) upon the transfer of Notes, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, or Treasury Securities, as the case may be, after the occurrence of a Termination Event; or (iii) upon the registration of a transfer or exchange of an Equity Security Unit or Stripped Equity Security Unit, as the case may be, shall, if surrendered to any Person other than the Agent, be delivered to the Agent and, if not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the Agent for cancellation any Certificates previously authenticated, executed and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Certificates so delivered shall, upon Issuer Order, be promptly cancelled by the Agent. No Certificates shall be authenticated, executed on behalf of the Holder and delivered in lieu of or in exchange for any Certificates cancelled as provided in this Section, except as expressly permitted by this Agreement. All cancelled Certificates held by the Agent shall be disposed of by the Agent in accordance with its customary procedures unless otherwise directed by Issuer Order. (b) If the Company or any Affiliate of the Company shall acquire any Certificate, such acquisition shall not operate as a cancellation of such Certificate unless and until such Certificate is delivered to the Agent cancelled or for cancellation. SECTION 3.13 Establishment Of Stripped Equity Security Units. (a) Subject to the next succeeding sentence, a holder may separate the Pledged Notes from the related Purchase Contracts in respect of the Equity Security Units held by such Holder by substituting for such Pledged Notes Treasury Securities that will 26 pay, on the Stock Purchase Date, an amount equal to the aggregate principal amount of such Notes (a "Collateral Substitution"), at any time from and after the date of this Agreement and prior to the earlier of a successful remarketing of the Notes in accordance with the provisions of Section 5.4 hereof or the date, if any, on which the Notes are called for redemption by the Company in connection with a Tax Event Redemption, by (i) depositing with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity equal to the aggregate Stated Amount of such Equity Security Units, and (ii) transferring the related Equity Security Units to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Pledged Notes underlying such Equity Security Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, Holders may not effect Collateral Substitution during any period beginning after 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of a Remarketing Period and ending, if applicable, at 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day of such Remarketing Period. Upon receipt of the Treasury Securities described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, such Pledged Notes from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Equity Security Units; (ii) transfer the Pledged Notes to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver to such Holder a Stripped Equity Security Unit Certificate executed by the Company in accordance with Section 3.3 evidencing (x) the same number of Purchase Contracts as were evidenced by the cancelled Equity Security Units and (y) the amount of Treasury Securities deposited as provided above. (b) Holders who elect to separate the Pledged Notes from the related Purchase Contract and to substitute Treasury Securities for such Pledged Notes shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. (c) Collateral Substitutions may be made only in integral multiples of 40 Equity Security Units. (d) In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Equity Security Units or fails to deliver an Equity Security Unit Certificate to the Agent after depositing Treasury Securities with the Collateral Agent, the Pledged Notes constituting a part of such Equity 27 Security Unit and any distributions on such Pledged Notes shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Equity Security Units are so transferred or the Equity Security Unit Certificate is so delivered, as the case may be, or, with respect to an Equity Security Unit Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Equity Security Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. (e) Except as described in this Section 3.13, for so long as the Purchase Contract underlying an Equity Security Unit remains in effect, such Equity Security Units shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Equity Security Units in respect of the Note and the Purchase Contract comprising such Equity Security Units may be acquired, and may be transferred and exchanged, only as an Equity Security Unit. SECTION 3.14 Reestablishment Of Equity Security Units. (a) Subject to the next succeeding sentence, a Holder of Stripped Equity Security Units may reestablish Equity Security Units at any time from and after the date of this Agreement and prior to the earlier of a successful remarketing of the Notes in accordance with the provisions of Section 5.4 hereof or the date, if any, on which the Notes are called for redemption by the Company in connection with a Tax Event Redemption, by (i) depositing with the Collateral Agent Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Stripped Equity Security Units and (ii) transferring such Stripped Equity Security Units to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Notes to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Equity Security Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Equity Security Units during any period beginning after 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of a Remarketing Period and, if applicable, ending at 9:00 a.m., New York City time, on the fourth business day immediately succeeding the third Business Day of such Remarketing Period. Upon receipt of the Notes described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Stripped Equity Security Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Equity Security Unit Certificate executed by the Company in accordance with 28 Section 3.3 evidencing (x) the same number of Purchase Contracts as were evidenced by the cancelled Stripped Equity Security Units and (y) the principal amount of Notes deposited as provided above. (b) Equity Security Units may be reestablished only in integral multiples of 40 Stripped Equity Security Units for 40 Equity Security Units. (c) Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Stripped Equity Security Unit remains in effect, such Stripped Equity Security Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Equity Security Unit in respect of the Treasury Security and Purchase Contract comprising such Stripped Equity Security Unit may be acquired, and may be transferred and exchanged, only as a Stripped Equity Security Unit. (d) Holders of Stripped Equity Security Units who reestablish Equity Security Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. (e) In the event a Holder who reestablishes Equity Security Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the Stripped Equity Security Units or fails to deliver a Stripped Equity Security Unit Certificate to the Agent after depositing Pledged Notes with the Collateral Agent, the Treasury Securities constituting a part of such Stripped Equity Security Units, and any distributions on such Treasury Securities shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Stripped Equity Security Units are so transferred or the Stripped Equity Security Unit Certificate is so delivered, as the case may be, or, with respect to a Stripped Equity Security Unit Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Stripped Equity Security Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. SECTION 3.15 Transfer Of Collateral Upon Occurrence Of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Notes, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio underlying the Equity Security Units, or the Treasury Securities underlying the Stripped Equity Security Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Equity Security Unit Register or the Stripped Equity Security Unit Register, as the case may be. Upon book-entry transfer of the Equity Security Units or Stripped Equity Security Units, as the case may be, or delivery of an Equity Security Unit Certificate or Stripped Equity Security Unit Certificate to the Agent with such transfer instructions, the Agent shall transfer the Notes, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio underlying such Equity Security Units, or Treasury Securities underlying the Stripped Equity Security Unit, as the case may be, to such Holder by book-entry 29 transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Equity Security Units or Stripped Equity Security Units fails to effect such transfer or delivery, the Notes, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Exempt Treasury Portfolio, as the case may be, underlying such Equity Security Units, or Treasury Securities underlying such Stripped Equity Security Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Equity Security Units or Stripped Equity Security Units, as the case may be, are transferred or the Equity Security Unit Certificate or Stripped Equity Security Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Equity Security Unit Certificate or Stripped Equity Security Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio, Tax Event Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio or Tax Event Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security. SECTION 3.16 No Consent To Assumption. Each Holder of Equity Security Units or Stripped Equity Security Units, as the case may be, by acceptance thereof, shall be deemed expressly to have withheld any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise, of the Purchase Contract by the Company, any receiver, liquidator or person or entity performing similar functions or its trustee in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or federal law providing for reorganization or liquidation. ARTICLE IV. THE NOTES SECTION 4.1 Payment Of Interest; Rights To Interest Payments Preserved; Notice. (a) A payment on any Note or Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, which is paid on any Payment Date other than a Payment Date with respect to the Stated Amount due on the Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio shall, subject to receipt thereof by the Agent from the Collateral Agent (if the Collateral Agent is the registered owner thereof) as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Equity Security Unit Certificate (or one or more Predecessor Equity Security Unit Certificates) of which such Note or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. (b) Each Equity Security Unit Certificate evidencing Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Equity Security Unit Certificate shall carry the rights 30 to interest accrued and unpaid, which were carried by the Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, underlying such other Equity Security Unit Certificate. (c) In the case of any Equity Security Units with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, Merger Early Settlement of the underlying Purchase Contract is effected on a Merger Early Settlement Date, Cash Settlement is effected on the eighth Business Day immediately preceding the Stock Purchase Date, or a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, payments on the Note or the appropriate or Applicable Ownership Interest in the Treasury Portfolio or Tax Event Portfolio, as the case may be, underlying such Equity Security Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Early Settlement, Merger Early Settlement, Cash Settlement or Collateral Substitution, as the case may be, and such payments shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Equity Security Unit Certificate (or one or more Predecessor Equity Security Unit Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Equity Security Units with respect to which Early Settlement, Merger Early Settlement or Cash Settlement of the underlying Purchase Contract is effected, or with respect to which a Collateral Substitution has been effected, payments on the related Notes or payments on the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, that would otherwise be payable after the applicable Settlement Date or after such Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Equity Security Units; provided, that to the extent that such Holder continues to hold the Separate Notes that formerly comprised a part of such Holder's Equity Security Units, such Holder shall be entitled to receive the payments on such Separate Notes. (d) By purchasing and accepting the Equity Security Units or the Separate Notes, a Holder of the Equity Security Units or a holder of the Separate Notes, as the case may be, will be deemed to have agreed to treat for all U.S. federal income tax purposes the Notes forming a part of such Equity Security Units or the Separate Notes, as the case may be, as "contingent payment debt instrument" as the term is used in Treasury regulations section 1275-4. SECTION 4.2 Notice And Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Equity Security Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Equity Security 31 Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Equity Security Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of an Equity Security Unit, the Agent shall abstain from voting the Pledged Note underlying such Equity Security Units. The Company hereby agrees, if applicable, to solicit Holders of Equity Security Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes. SECTION 4.3 Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to the earlier of a successful remarketing of the Notes or the Stock Purchase Date, the Company shall instruct the Collateral Agent in writing to apply, and upon such written instruction the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Equity Security Units, an amount equal to the aggregate Redemption Amount for the Notes that are components of Equity Security Units to purchase on behalf of the Holders of Equity Security Units the Tax Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Equity Security Units. The Tax Event Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of an Equity Security Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Equity Security Units. Following the occurrence of a Tax Event Redemption prior to the earlier of a successful remarketing of the Notes or the Stock Purchase Date, the Holders of Equity Security Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Tax Event Treasury Portfolio as the Holder of Equity Security Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Tax Event Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Tax Event Treasury Portfolio. The Company may cause to be made in any Equity Security Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Tax Event Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes. 32 ARTICLE V. THE PURCHASE CONTRACTS; THE REMARKETING SECTION 5.1 Purchase Of Shares Of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Equity Security Units or Stripped Equity Security Units, as the case may be, to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $25 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Equity Security Units or Stripped Equity Security Units, as the case may be, of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $ (the "Threshold Appreciation Price"), shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $ (the "Reference Price"), the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Equity Security Units or Stripped Equity Security Units, as the case may be, divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than the Reference Price, shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (c) The "Applicable Market Value" means the average of the Closing Prices per share of Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Stock Purchase Date. The "Closing Price" of the Common Stock on any date of determination means the closing sale price (or, if no closing price is reported, the last reported sale price) of the Common Stock on the New York Stock Exchange (the "NYSE") on such date or, if the Common Stock is not listed for trading on the NYSE on any such date, as reported in the composite transactions for 33 the principal United States securities exchange on which the Common Stock is so listed, or if the Common Stock is not so listed on a United States national or regional securities exchange, as reported by The Nasdaq Stock Market, or, if the Common Stock is not so reported, the last quoted bid price for the Common Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or, if such bid price is not available, the market value of the Common Stock on such date as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company. A "Trading Day" means a day on which the Common Stock (A) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (B) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock. (d) Each Holder of an Equity Security Unit or Stripped Equity Security Unit, as the case may be, by its acceptance thereof, irrevocably authorizes the Agent to enter into and perform the related Purchase Contract on its behalf as its attorney-in-fact (including the execution of Certificates on behalf of such Holder), agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, and consents to the provisions hereof, irrevocably authorizes the Agent as its attorney-in-fact to enter into and perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents to and agrees to be bound by the Pledge of the Notes, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, or the Treasury Securities, pursuant to the Pledge Agreement; provided that upon a Termination Event, the rights of the Holder of such Equity Security Units or Stripped Equity Security Units, as the case may be, under the Purchase Contract may be enforced without regard to any other rights or obligations. Each Holder of an Equity Security Unit or Stripped Equity Security Unit, as the case may be, by its acceptance thereof, further covenants and agrees, that, to the extent and in the manner provided in Section 5.4 and the Pledge Agreement, but subject to the terms thereof, payments in respect of the Notes, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, in the case of Holders of Equity Security Units, or the Treasury Securities, in the case of Holders of Stripped Equity Security Units, to be paid upon settlement of such Holder's obligations to purchase Common Stock under the Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract. (e) Upon registration of transfer of a Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee) under the terms of this Agreement, the Purchase Contracts underlying such Certificate and the Pledge Agreement, and the transferor shall be released from the obligations under this Agreement, the Purchase Contracts underlying the Certificates so transferred and the Pledge Agreement. The Company covenants and agrees, and each Holder of a Certificate, by its acceptance thereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. 34 SECTION 5.2 Contract Adjustment Payments. (a) Contract Adjustment Payments shall accrue on each Purchase Contract constituting a part of an Equity Security Unit or Stripped Equity Security Unit at - % per year of the Stated Amount of such Equity Security Units or Stripped Equity Security Units, from and including August 16, 2002 through but excluding the Stock Purchase Date, provided that no Contract Adjustment Payment shall accrue after an Early Settlement or Merger Early Settlement. Subject to Section 5.3 herein, the Company shall pay, on each Payment Date, the Contract Adjustment Payments, if any, payable in respect of each Purchase Contract to the Person in whose name a Certificate (or one or more Predecessor Certificates) is registered at the close of business on the Record Date immediately preceding such Payment Date in such coin or currency of the United States as at the time of payment shall be legal tender for payments. The Contract Adjustment Payments, if any, will be payable at the office in New York, New York, maintained for that purpose or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Register or by wire transfer to the account designated to the Agent by a prior written notice by such Person delivered at least five Business Days prior to the applicable Payment Date. (b) Upon the occurrence of a Termination Event, the Company's obligation to pay Contract Adjustment Payments (including any accumulated Deferred Contract Adjustment Payments), if any, shall cease. (c) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the re-establishment of an Equity Security Unit) any other Certificate shall carry the rights to Contract Adjustment Payments, if any, accumulated and unpaid, and to accumulate Contract Adjustment Payments, if any, which were carried by the Purchase Contracts underlying such other Certificates. (d) Subject to Sections 5.9 and 5.10, in the case of any Equity Security Units or Stripped Equity Security Units, as the case may be, with respect to which Early Settlement or Merger Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date or a Merger Early Settlement Date, respectively, or in respect of which Cash Settlement of the underlying Purchase Contract is effected on the eighth Business Day immediately preceding the Stock Purchase Date, or with respect to which a Collateral Substitution or an establishment or re-establishment of an Equity Security Unit pursuant to Section 3.13 or Section 3.14 is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, Contract Adjustment Payments on the Purchase Contract underlying such Equity Security Units or Stripped Equity Security Units, as the case may be, otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Merger Early Settlement, Collateral Substitution or establishment or re-establishment of Equity Security Units, and such Contract Adjustment Payments shall be paid to the Person in whose name the Certificate evidencing such Equity Security Units or Stripped Equity Security Units (or one or more Predecessor Certificates) is registered at the close of business on such Record Date. Except as otherwise expressly provided in 35 the immediately preceding sentence, in the case of any Equity Security Units or Stripped Equity Security Units with respect to which Cash Settlement (in the case of Equity Security Units only), Early Settlement or Merger Early Settlement is effected or with respect to which a Collateral Substitution or an establishment or re-establishment of an Equity Security Unit has been effected, Contract Adjustment Payments, if any, that would otherwise be payable after the Early Settlement Date, Merger Early Settlement Date, Collateral Substitution or such establishment or re-establishment with respect to such Purchase Contract shall not be payable. SECTION 5.3 Deferral Of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Security Units and Stripped Equity Security Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of - % per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accumulated thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments and Deferred Contract Adjustment Payments, if any, will terminate. In the event that the Company elects to defer Contract Adjustment Payments in part, such deferal shall be pro rata in respect of all outstanding Purchase Contracts. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, the Company may elect to pay each Holder on the Stock Purchase Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of 36 Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions payable solely in the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future. SECTION 5.4 Payment Of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, Termination Event, Merger Early Settlement or Early Settlement has occurred, or a remarketing has not been successful as of June 30, 2005, each Holder of an Equity Security Unit may pay in cash ("Cash Settlement") the Purchase Price for the shares of Common Stock to be purchased 37 pursuant to a Purchase Contract if such Holder notifies the Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made not earlier than 9:00 a.m., New York City time, on the tenth Business Day immediately preceding the Stock Purchase Date and no later than 5:00 p.m., New York City time, on the ninth Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of an Equity Security Unit who has so notified the Agent of its intention to make a Cash Settlement is required to pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., New York City time, on the eighth Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashiers' check or wire transfer, in each case payable to or upon the order of the Company. Any cash received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of the Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement. (ii) If a Holder of an Equity Security Unit fails to notify the Agent of its intention to make a Cash Settlement in accordance with paragraph (a) above, or does notify the Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing to occur in the Remarketing Period commencing the seventh Business Day immediately preceding the Stock Purchase Date as described in paragraph (b) below. (b) (i) The Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to be mutually agreed on by the Company, the Agent and the Remarketing Agent, but substantially as set forth in Exhibit F hereto, to sell the Notes of Holders of Equity Security Units and holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement. On the seventh Business Day immediately preceding the first Business Day of any Remarketing Period, the Remarketing Agent shall give holders of Separate Notes notice of the remarketing (the form of which notice to be provided by the Company) in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. The Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day preceding the first Business Day of any Remarketing Period, the Remarketing Agent and the Collateral Agent of the aggregate number of Notes of Equity Security Unit Holders to be remarketed. On the third Business Day immediately preceding the first Business Day of any Remarketing Period, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. On the third Business Day immediately preceding the first Business Day of any Remarketing Period, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all 38 Notes to be remarketed. Upon receipt of such notice from the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date and on any Subsequent Remarketing Date in accordance with the provisions of Section 5.4(b)(ii) below, use its commercially reasonable best efforts to (i) establish a rate of interest that, in the opinion of the Remarketing Agent, will, when applied to the Notes included in the remarketing, enable the then current aggregate market value of the Notes to have a value equal to approximately, but not less than, 100.50% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be (the "Reset Rate") and (ii) sell such Notes on such date at a price equal to approximately, but not less than, 100.50% of the Remarketing Value. The Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds from the remarketing (the "Remarketing Fee"). The Remarketing Agent will use the remaining proceeds from the successful remarketing to purchase the appropriate U.S. Treasury securities (the "Treasury Portfolio") (with the CUSIP numbers, if any, selected by the Remarketing Agent) described in clauses (i) and (ii) of the definition of Remarketing Value related to the Notes of Holders of Equity Security Units that were remarketed. On or prior to the third Business Day following the Remarketing Date (or in the event that the Notes are not successfully remarketed on the Remarketing Date, on or prior to the third Business Day immediately following the applicable Subsequent Remarketing Date), the Remarketing Agent shall deliver such Treasury Portfolio to the Agent, which shall thereupon deliver such Treasury Portfolio to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Treasury Portfolio, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Treasury Portfolio, to the Holders of the Equity Security Units that were remarketed, all determined on a pro rata basis, in each case, net of the remarketing fee, on or prior to the third Business Day following the Remarketing Date (or in the event that the Notes are not successfully remarketed on the Remarketing Date, on or prior to the third Business Day immediately following the applicable Subsequent Remarketing Date for a successful remarketing). Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (ii) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on the Remarketing Date, the Remarketing Agent will attempt to again establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on each of the two immediately following Business Days. If the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on either of those days, it will attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on each of 39 the three Business Days immediately preceding July 1, 2005. If the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on any of the three Business Days immediately preceding July 1, 2005, the Remarketing Agent will further attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on each of the seventh, sixth and fifth Business Days immediately preceding the Stock Purchase Date. If the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on any of the Remarketing Date or the two Business Days immediately following the Remarketing Date, on any of the three Business Days immediately preceding July 1, 2005 or on the seventh or sixth or fifth Business Day immediately preceding the Stock Purchase Date, the remarketing on each such date will be deemed to have failed (each, a "Failed Remarketing"). In addition, if, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes included in the remarketing at 100.50% of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the last Business Day in a Remarketing Period, a "Last Failed Remarketing" will be deemed to have occurred for that Remarketing Period. Within three Business Days following the date of any Last Failed Remarketing, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent. In the event of a Last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date, (1) the Reset Rate on the Notes will be determined as set forth in the Notes and (2) an event of default shall be deemed to have occurred under this Agreement and the Pledge Agreement and in accordance with the terms of the Pledge Agreement, the Collateral Agent, for the benefit of the Company, shall, in respect of the Notes comprising components of Equity Security Units, exercise its rights as a secured party with respect to such Notes, including those actions specified in subsection (b) (iii) below; provided, that if upon a Last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent delivers a Note to the Company in full satisfaction of the Holder's obligation under the related Purchase Contract, any accumulated and unpaid interest on such Note will become payable by the Company to the Agent for payment to the Holder of the Equity Security Units to which such Note relates. Such payment will be made by the Company on or prior to 11:00 a.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Agent. The Company will cause a notice of any Last Failed Remarketing to be published on the fourth Business Day following the last Business Day comprising the related Remarketing Period in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. The Company will also release this information by means of Bloomberg and Reuters newswire. In addition, the Company will request, not later than seven nor more than 15 40 calendar days prior to any Remarketing Period, that the Depositary notify its participants holding Notes, Equity Security Units or Stripped Equity Security Units, as the case may be, of the remarketing. (iii) With respect to any Notes that constitute part of Equity Security Units that are subject to a Last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and Section 5.4 (e) below, may, among other things, permit the Company to cause the Notes to be sold or to retain and cancel such Notes, in either case, in full satisfaction of the Holders' obligations under the Purchase Contracts. (c) Upon the maturity of the Pledged Treasury Securities underlying the Stripped Equity Security Units and the Pledged Applicable Ownership Interest in the Treasury Portfolio or the Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, underlying the Equity Security Units on the Stock Purchase Date, the Collateral Agent shall remit to the Company an amount equal to the aggregate Purchase Price applicable to such Equity Security Units and Stripped Equity Security Units, as payment for the Common Stock issuable upon settlement thereof without receiving any instructions from the Holders of such Equity Security Units and Stripped Equity Security Units. In the event the payments in respect of the Pledged Treasury Securities, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio underlying Equity Security Units or Stripped Equity Security Units, as the case may be, is in excess of the Purchase Price of the Purchase Contract being settled thereby, the Collateral Agent will distribute such excess to the Agent for the benefit of the Holder of such Equity Security Units or Stripped Equity Security Units, as the case may be, when received. (d) Any distribution to Holders of excess funds and interest described in Section 5.4(b) and (c) above shall be payable at the office of the Agent in The City of New York maintained for that purpose or, at the option of the Holder or the holder of Separate Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account specified by the Holder or the holder of Separate Notes, as applicable. (e) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders and in no event will Holders be liable for any deficiency between such payments and the Purchase Price. (f) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related Equity Security Units or Stripped Equity Security Units, as the case may be, unless the Company shall have received payment in 41 full for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth. (g) In the event of a successful remarketing, the interest rate on all of the outstanding Notes (whether or not included in the remarketing) shall be adjusted to the Reset Rate. SECTION 5.5 Issuance Of Shares Of Common Stock. Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon its receipt of payment for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6, the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Stock Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Equity Security Units and Stripped Equity Security Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. SECTION 5.6 Adjustment Of Settlement Rate. (a) Adjustments for Dividends, Distributions, Stock Splits, Etc. (1) Stock Dividends. In case the Company shall pay or make a dividend or other distribution on the Common Stock in Common Stock, the Settlement Rate, as in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by dividing such Settlement Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and 42 the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (1), the number of shares of Common Stock at the time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. (2) Stock Purchase Rights. In case the Company shall issue rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, options or warrants (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Settlement Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing such Settlement Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (2), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in the treasury of the Company. (3) Stock Splits; Reverse Splits. In case outstanding shares of Common Stock shall be subdivided or split into a greater number of shares of Common Stock, the Settlement Rate in effect at the opening of business on the day following the day upon which such subdivision or split becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Settlement Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision, split or combination becomes effective. 43 (4) Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of Capital Stock of the Company, securities, cash or other assets (excluding any dividend or distribution covered by clause (1) above or (2) above and any dividend or distribution paid exclusively in cash and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next paragraph), the Settlement Rate shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Agent) of the portion of the evidences of indebtedness, shares of Capital Stock of the Company, securities, cash or other assets so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable. (ii) In the case of a Spin-Off, the Settlement Rate in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Settlement Rate by a fraction, the numerator of which is the Current Market Price per share of the Common Stock plus the Fair Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of the Common Stock. Any adjustment to the settlement rate under this paragraph 4(ii) will occur at the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-Off and (2) the date of the securities being offered in the "Initial Public Offering" of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off. For purposes of this Section 5.6(a)(4)(ii), the term "Initial Public Offering" means the first time securities of the same class or type as the securities being distributed in the spin-off are offered to the public for cash in a bona fide offering. (5) Cash Distributions. In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding any cash that is distributed in a Reorganization Event to which Section 5.6(b) applies or as part of a distribution referred to in paragraph (4) of this Section) (i) in an aggregate amount that, combined together with (ii) the aggregate amount of any other distributions to all holders of its Common Stock made exclusively in cash 44 within the 12 months preceding the date of payment of such distribution and in respect of which no adjustment pursuant to this paragraph (5) or paragraph (6) of this Section has been made and (iii) the aggregate of any cash plus the fair market value as of the date of the expiration of the tender or exchange offer referred to below (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of consideration payable in respect of any tender or exchange offer by the Company or any of its subsidiaries for all or any portion of the Common Stock concluded within the 12 months preceding the date of payment of the distribution described in clause (i) above and in respect of which no adjustment pursuant to this paragraph (5) or paragraph (6) of this Section has been made, exceeds 15% of the product of the Current Market Price per share of the Common Stock on the date for the determination of holders of shares of Common Stock entitled to receive such distribution times the number of shares of Common Stock outstanding on such date, then, and in each such case, immediately after the close of business on such date for determination, the Settlement Rate shall be increased so that the same shall equal the rate determined by dividing the Settlement Rate in effect immediately prior to the close of business on the date fixed for determination of the stockholders entitled to receive such distribution by a fraction (A) the numerator of which shall be equal to the Current Market Price per share of the Common Stock on the date fixed for such determination less an amount equal to the quotient of (x) the combined amount distributed or payable in the transactions described in clauses (i), (ii) and (iii) above and (y) the number of shares of Common Stock outstanding on such date for determination and (B) the denominator of which shall be equal to the Current Market Price per share of the Common Stock on such date for determination. (6) Tender Offers. In case (i) a tender or exchange offer made by the Company or any subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (ii) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such tender or exchange offer, of consideration payable in respect of any other tender or exchange offer, by the Company or any subsidiary of the Company for all or any portion of the Common Stock expiring within the 12 months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has been made and (iii) the aggregate amount of any distributions to all holders of the Company's Common Stock made exclusively in cash within the 12 months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has been made, exceeds 15% of the product of the Current Market Price per share of the Common Stock as of the last time 45 (the "Expiration Time") tenders could have been made pursuant to such tender or exchange offer (as it may be amended) times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Settlement Rate shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate immediately prior to the close of business on the date of the Expiration Time by a fraction (A) the numerator of which shall be equal to (x) the product of (I) the Current Market Price per share of the Common Stock on the date of the Expiration Time and (II) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less (y) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the transactions described in clauses (i), (ii) and (iii) above (assuming in the case of clause (i) the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and (B) the denominator of which shall be equal to the product of (x) the Current Market Price per share of the Common Stock as of the Expiration Time and (y) the number of shares of Common Stock outstanding (including any tendered shares) as of the Expiration Time less the number of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares"). (7) Reclassification. The reclassification of Common Stock into securities including securities other than Common Stock (other than any reclassification upon a Reorganization Event to which Section 5.6(b) applies) shall be deemed to involve (i) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and the "date fixed for such determination" within the meaning of paragraph (4) of this Section), and (ii) a subdivision, split or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision or split becomes effective" or "the day upon which such combination becomes effective," as the case may be, and "the day upon which such subdivision, split or combination becomes effective" within the meaning of paragraph (3) of this Section). (8) "Current Market Price". The "Current Market Price" of the Common Stock means (a) on any day the average of the Sales Prices for the 5 consecutive Trading Days preceding the earlier of the day preceding the day in question and the day before the "ex date" with respect to the issuance or distribution requiring computation, (b) in the case of any Spin-Off that is effected simultaneously with an Initial Public Offering of the securities being distributed in the Spin-Off, the Sale Price of the Common Stock on the Trading Day on 46 which the initial public offering price of the securities being distributed in the Spin-Off is determined, and (c) in the case of any other Spin-Off, the average of the Sale Prices of the Common Stock over the first 10 Trading Days after the effective date of such Spin-Off. For purposes of this paragraph, the term "ex date," when used with respect to any issuance or distribution, shall mean the first date on which the Common Stock trades regular way on such exchange or in such market without the right to receive such issuance or distribution. (9) Calculation of Adjustments. All adjustments to the Settlement Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in the Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an adjustment shall also be made to the Applicable Market Value solely to determine which of clauses (i), (ii) or (iii) of the definition of Settlement Rate in Section 5.1(a) will apply on the Stock Purchase Date. Such adjustment shall be made by multiplying the Applicable Market Value by a fraction, the numerator of which shall be the Settlement Rate immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a) and the denominator of which shall be the Settlement Rate immediately before such adjustment; provided, that if such adjustment to the Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (1), (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Settlement Rate. (10) Increase of Settlement Rate. The Company may make such increases in the Settlement Rate, in addition to those required by this Section, as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reasons. (b) Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), 47 (2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety, (3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or (4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of an Equity Security Unit or Stripped Equity Security Unit, as the case may be, immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events. SECTION 5.7 Notice Of Adjustments And Certain Other Events. (a) Whenever the Settlement Rate is adjusted as herein provided, the Company shall: 48 (i) forthwith compute the Settlement Rate and the Applicable Market Value in accordance with Section 5.6 and prepare and transmit to the Agent an Officer's Certificate setting forth the Settlement Rate and the Applicable Market Value, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Equity Security Units and Stripped Equity Security Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the Settlement Rate and the Applicable Market Value was determined and setting forth the adjusted Settlement Rate and the Applicable Market Value. (b) The Agent shall not at any time be under any duty or responsibility to any Holder of Equity Security Units or Stripped Equity Security Units to determine whether any facts exist which may require any adjustment of the Settlement Rate and the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Agent makes no representation with respect thereto. The Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. SECTION 5.8 Termination Event; Notice. The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Stock Purchase Date, a Termination Event shall have occurred. Upon and after the occurrence of a Termination Event, the Equity Security Units shall thereafter represent the right to receive the Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, forming a part of such Equity Security Units, and the Stripped Equity Security Units shall thereafter represent the right to receive the Treasury Securities forming a part of such Stripped Equity Security Units, in each case in accordance with the provisions of Section 4.3 of the Pledge Agreement. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Register. SECTION 5.9 Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Equity Security Units or Stripped Equity Security Units 49 having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") not later than 11:00 a.m. on the eleventh Business Day immediately preceding the Stock Purchase Date; provided, however, that no Holder may effect an Early Settlement during the period starting at 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of any Remarketing Period and ending 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day in such Remarketing Period. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (A) the product of (i) the Stated Amount of such Equity Security Units or Stripped Equity Security Units, as the case may be, multiplied by (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments that would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accumulated on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Equity Security Units or Stripped Equity Security Units, as the case may be, at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Equity Security Units or Stripped Equity Security Units, as the case may be, shall be the next succeeding Business Day. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Early Settlement only in multiples of Equity Security Units. (b) Upon Early Settlement of any Purchase Contract by the Holder of the related Equity Security Units or Stripped Equity Security Units, as the case may be, the Company shall issue, and the Holder shall be entitled to receive, shares of Common Stock on account of such Purchase Contract (the "Early Settlement Rate"). The Early 50 Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted. As promptly as practicable after Early Settlement of Purchase Contracts in accordance with the provisions of this Section 5.9, the Company shall issue and shall deliver to the Agent at the Corporate Trust Office a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12. (c) No later than the third Business Day after the applicable Early Settlement Date the Company shall cause (i) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered, and (ii) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, in the case of Equity Security Units, or the related Pledged Treasury Securities, in the case of Stripped Equity Security Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee. (d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, (i) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities, as the case may be, forming a part of such Equity Security Units or Stripped Equity Security Units, as the case may be, and (ii) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12. (e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Equity Security Units or Stripped Equity Security Units, as the case may be, evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Equity Security Units or Stripped Equity Security Units, as the case may be, as to which Early Settlement was not effected. SECTION 5.10 Early Settlement Upon Merger. (a) In the event of a merger or consolidation of the Company of the type described in clause (1) of Section 5.6(b) in which the Common Stock outstanding immediately prior to such merger or consolidation is exchanged for consideration consisting of at least 30% cash or cash equivalents (any such event a "Cash Merger"), 51 then the Company (or the successor to the Company hereunder) shall be required to offer the Holder of each Equity Security Unit or Stripped Equity Security Unit, as the case may be, the right to settle the Purchase Contract underlying such Equity Security Units or Stripped Equity Security Units, as the case may be, prior to the Stock Purchase Date ("Merger Early Settlement") as provided herein. On or before the fifth Business Day after the consummation of a Cash Merger, the Company or, at the request and expense of the Company, the Agent, shall give all Holders notice of the occurrence of the Cash Merger and of the right of Merger Early Settlement arising as a result thereof. The Company shall also deliver a copy of such notice to the Agent and the Collateral Agent. Each such notice shall contain: (i) the date, which shall be not less than 20 nor more than 30 calendar days after the date of such notice, on which the Merger Early Settlement will be effected (the "Merger Early Settlement Date"); (ii) the date, which shall be on or one Business Day prior to the Merger Early Settlement Date, by which the Merger Early Settlement right must be exercised; (iii) the Settlement Rate in effect as a result of such Cash Merger and the kind and amount of securities, cash and other property receivable by the Holder upon settlement of each Purchase Contract pursuant to Section 5.6(b); and (iv) the instructions a Holder must follow to exercise the Merger Early Settlement right. (b) To exercise a Merger Early Settlement right, a Holder shall deliver to the Agent at the Corporate Trust Office on or before 5:00 p.m., New York City time, on the date specified in the notice the Certificate(s) evidencing the Equity Security Units or Stripped Equity Security Units, as the case may be, with respect to which the Merger Early Settlement right is being exercised duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount equal to the Early Settlement Amount less the amount of cash that otherwise would be deliverable by the Company or its successor upon settlement of the Purchase Contract in lieu of Common Stock pursuant to Section 5.6(b) and as described in the notice to Holders (the "Merger Early Settlement Amount"). (c) On the Merger Early Settlement Date, the Company shall deliver or cause to be delivered (i) the cash, securities and other property to be received by such exercising Holder, equal to the Settlement Rate as adjusted pursuant to Section 5.6, in respect of the number of Purchase Contracts for which such Merger Early Settlement right was exercised, and (ii) the related Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, in the case of Equity Security Units, or Pledged Treasury Securities, in the case of Stripped Equity Security Units, to be released from the Pledge 52 by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee. In the event a Merger Early Settlement right shall be exercised by a Holder in accordance with the terms hereof, all references herein to Stock Purchase Date shall be deemed to refer to such Merger Early Settlement Date. (d) Upon Merger Early Settlement of any Purchase Contracts, and subject to receipt of such net cash, securities or other property from the Company and the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Equity Security Units or Stripped Equity Security Units, as the case may be, (i) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Equity Security Units or Stripped Equity Security Units, as the case may be, and (ii) deliver to the Holder such cash, securities or other property issuable upon such Merger Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12. (e) In the event that Merger Early Settlement is effected with respect to Purchase Contracts underlying less than all the Equity Security Units or Stripped Equity Security Units, as the case may be, evidenced by a Certificate, upon such Merger Early Settlement the Company (or the successor to the Company hereunder) shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Equity Security Units or Stripped Equity Security Units, as the case may be, as to which Merger Early Settlement was not effected. If the Treasury Portfolio or the Tax Event Treasury Portfolio has replaced the Notes as a component of the Equity Security Units following the occurrence of a successful remarketing of the Notes or a Tax Event Redemption Date, respectively, holders of Equity Security Units may effect Merger Early Settlement only in multiples of Equity Security Units. SECTION 5.11 Charges And Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts and in payment of any Deferred Contract Adjustment Payments; provided, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Certificate evidencing an Equity Security Unit or Stripped Equity Security Unit, as the case may be, or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Certificate surrendered in respect of the Equity Security Units and Stripped Equity Security Units evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Certificates unless and until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no such tax is due. 53 SECTION 5.12 No Fractional Shares. No fractional shares or scrip representing fractional shares of Common Stock shall be issued or delivered upon settlement on the Stock Purchase Date or upon Early Settlement or Merger Early Settlement of any Purchase Contracts. If Certificates evidencing more than one Purchase Contract shall be surrendered for settlement at one time by the same Holder, the number of full shares of Common Stock which shall be delivered upon settlement shall be computed on the basis of the aggregate number of Purchase Contracts evidenced by the Certificates so surrendered. Instead of any fractional share of Common Stock which would otherwise be deliverable upon settlement of any Purchase Contracts on the applicable Settlement Date or upon Early Settlement or Merger Early Settlement, the Company, through the Agent, shall make a cash payment in respect of such fractional shares in an amount equal to the value of such fractional shares times the Applicable Market Value. The Company shall provide the Agent from time to time with sufficient funds to permit the Agent to make all cash payments required by this Section 5.12 in a timely manner. SECTION 5.13 Registration Statement and Prospectus. To permit and enable the Holders to exercise their rights of Cash Settlement, Early Settlement or Merger Early Settlement under Section 5.4(a), 5.9 or 5.10, as the case may be, if and to the extent required by applicable law, regulations or interpretations in effect at the time in the view of counsel to the Company, the Company shall use commercially reasonable efforts, (i) to have a registration statement relating to the Common Stock effective under the Securities Act and (ii) to furnish a current final prospectus and, if applicable, a final prospectus supplement, in each case in a form that may be used in connection with the settlement and delivery of the Common Stock pursuant to such Cash Settlement, Early Settlement or Merger Early Settlement under Section 5.4(a), 5.9 or 5.10, as applicable. The Company shall also take all such actions as may (upon advice of counsel to the Company) be necessary or desirable under state securities or blue sky laws in connection with any such Cash Settlement, Early Settlement or Merger Early Settlement under Section 5.4(a), 5.9 or 5.10, as applicable. The Company shall pay all expenses relating thereto. ARTICLE VI. REMEDIES SECTION 6.1 Unconditional Right Of Holders To Purchase Common Stock. The Holder of any Equity Security Units or Stripped Equity Security Units, as the case may be, shall have the right, which is absolute and unconditional, (a) subject to the right of the Company to defer payment thereof pursuant to Section 5.3, and to the forfeiture of any Deferred Contract Adjustment Payments upon Early Settlement pursuant to Section 5.9(a) or upon Merger Early Settlement pursuant to Section 5.10 or upon the occurrence of a Termination Event, to receive payment of each installment of the Contract Adjustment Payments, if any, with respect to the Purchase Contract constituting a part of such Equity Security Units or Stripped Equity Security Units, as the case may be, on the respective Payment Date for such Equity Security Units or Stripped Equity Security Units, as the case may be, and (b) to purchase Common Stock pursuant to the Purchase Contract constituting a part of such Equity Security Units or Stripped Equity Security Units and to institute suit 54 for the enforcement of any such right to purchase Common Stock, and such rights shall not be impaired without the consent of such Holder. SECTION 6.2 Restoration Of Rights And Remedies. If any Holder has instituted any proceeding to enforce any right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Holder, then and in every such case, subject to any determination in such proceeding, the Company and such Holder shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of such Holder shall continue as though no such proceeding had been instituted. SECTION 6.3 Rights And Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates in the last paragraph of Section 3.10, no right or remedy herein conferred upon or reserved to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 6.4 Delay or Omission Not Waiver. No delay or omission of any Holder to exercise any right or remedy upon a default shall impair any such right or remedy or constitute a waiver of any such right. Every right and remedy given by this Article or by law to the Holders may be exercised from time to time, and as often as may be deemed expedient, by such Holders. SECTION 6.5 Undertaking For Costs. All parties to this Agreement agree, and each Holder of an Equity Security Unit or Stripped Equity Security Unit, as the case may be, by its acceptance of such Equity Security Units or Stripped Equity Security Units, as the case may be, shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Agent for any action taken, suffered or omitted by it as Agent, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Agent, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% of the Outstanding Units, or to any suit instituted by any Holder for the enforcement of distributions on any Notes on any Purchase Contract on or after the respective Payment Date therefor in respect of any Equity Security Units or Stripped Equity Security Units, as the case may be, held by such Holder, or for enforcement of the right to purchase shares of Common Stock under the Purchase Contract constituting part of any Equity Security Units or Stripped Equity Security Units, as the case may be, held by such Holder. SECTION 6.6 Waiver Of Stay Or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any 55 manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Agreement; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, but will suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE VII. THE AGENT SECTION 7.1 Certain Duties, Rights And Immunities. (a) The Agent shall act as agent for the Holders of the Equity Security Units and Stripped Equity Security Units hereunder with such powers as are specifically vested in the Agent by the terms of this Agreement, the Pledge Agreement, the Remarketing Agreement, the Notes and the Equity Security Units and Stripped Equity Security Units, and any documents evidencing thereof or related thereto (the "Transaction Documents"), together with such other powers as are reasonably incidental thereto. The Agent: (1) shall have no duties or responsibilities except those expressly set forth in the Transaction Documents and no implied covenants or obligations shall be inferred from any Transaction Documents against the Agent, nor shall the Agent be bound by the provisions of any agreement by any party hereto beyond the specific terms hereof; (2) shall be entitled conclusively to rely upon (x) any certification, order, judgment, opinion, notice or other communication (including, without limitation, any thereof by telephone or facsimile) reasonably believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons (without being required to determine the correctness of any fact stated therein), (y) the truth of the statements and the correctness of the opinions expressed therein and (z) advice and statements of legal counsel and other experts selected by the Agent; (3) as to any matters not expressly provided for by any Transaction Document, shall in all cases be fully protected in acting, or in refraining from acting, hereunder or thereunder in accordance with instructions given by the Company or the Holders in accordance with the Transaction Documents; (4) shall not be responsible for any recitals contained in any Transaction Document, or in any certificate or other document referred to or provided for in, or received by it under, any Transaction Document or the Equity Security Units or Stripped Equity Security Units, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction Document (other than as against the Agent) or the Equity Security Units or Stripped Equity Security Units or any other document referred to or provided for herein or therein or for any failure by the Company, any Holder or any other 56 Person (except the Agent) to perform any of its obligations hereunder or thereunder or for the perfection, priority or, except as expressly required hereby, existence, validity, perfection or maintenance of any security interest created under the Pledge Agreement, or for the use or application by the Company of the proceeds in respect of the Purchase Contracts; (5) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; (6) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct; and (7) shall not be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, the Equity Security Units or Stripped Equity Security Units or other rights under any Transaction Document. (b) No provision of any Transaction Document shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, its own bad faith, or its own willful misconduct, except that: (1) this paragraph (b) shall not be construed to limit the effect of paragraph (a) of this Section; (2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was grossly negligent in ascertaining the pertinent facts; and (3) in no event shall the Agent be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. (c) In no event shall the Agent or its officers, employees or agents be liable for any special, indirect, individual, punitive or consequential loss or damages, lost profits or loss of business, arising in connection with any Transaction Document, whether or not the likelihood of such loss or damage was known to the Agent, and regardless of the form of action. (d) Whether or not therein expressly so provided, every provision of every Transaction Document relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section. (e) The Agent is authorized to execute and deliver the Pledge Agreement and the Remarketing Agreement and any supplement thereto in its capacity as Agent. 57 (f) The Agent shall have no liability whatsoever for the action or inaction of any Clearing Agency or any book-entry system thereof. In no event shall any Clearing Agency or any book-entry system thereof be deemed an agent or subcustodian of the Agent. (g) The Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under any Transaction Document arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; acts of terrorism; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation. SECTION 7.2 Notice Of Default. Within 30 days after the occurrence of any default by the Company hereunder of which a Responsible Officer of the Agent has actual knowledge, the Agent shall transmit by mail to the Company and the Holders of Equity Security Units and Stripped Equity Security Units, as their names and addresses appear in the Register, notice of such default hereunder, unless such default shall have been cured or waived. SECTION 7.3 Certain Rights Of Agent. Subject to the provisions of Section 7.1: (a) request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officer's Certificate, Issuer Order or Issuer Request, and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution; (b) whenever in the administration of this Agreement the Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Company; (c) the Agent may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Agent, in its discretion, may make reasonable further inquiry or investigation into such facts or matters related to the execution, delivery and performance of the Purchase Contracts as it may see fit, and, if the Agent shall determine to make such further inquiry or investigation, it shall be given a reasonable opportunity to examine the books, records and premises of the Company, personally or by agent or attorney; and 58 (e) the Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or an Affiliate of the Agent and the Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney or an Affiliate appointed with due care by it hereunder. SECTION 7.4 Not Responsible For Recitals, Etc. The recitals contained herein and in the Certificates shall be taken as the statements of the Company. SECTION 7.5 May Hold Equity Security Units and Stripped Equity Security Units And Other Dealings. Any Registrar or any other agent of the Company, or the Agent and its Affiliates, in their individual or any other capacity, may become the owner or pledgee of Equity Security Units or Stripped Equity Security Units, as the case may be, and may otherwise deal with the Company, the Collateral Agent or any other Person with the same rights it would have if it were not Registrar or such other agent, or the Agent. The Agent and its Affiliates may (without having to account therefor to the Company or any Holder of Equity Security Units or Stripped Equity Security Units or holder of Separate Notes) accept deposits from, lend money to, make their investments in and generally engage in any kind of banking, trust or other business with the Company, any Holder of Equity Security Units or Stripped Equity Security Units and any holder of Separate Notes (and any of their respective subsidiaries or Affiliates) as if it were not acting as the Agent and the Agent and their Affiliates may accept fees and other consideration from the Company, any Holder of Equity Security Units or Stripped Equity Security Units or any holder of Separate Notes without having to account for the same to any such Person. SECTION 7.6 Money Held In Custody. Money held by the Agent in custody hereunder need not be segregated from the Agent's other funds except to the extent required by law or provided herein. The Agent shall be under no obligation to invest or pay interest on any money received by it hereunder except as otherwise agreed in writing with the Company. SECTION 7.7 Compensation And Reimbursement. The Company agrees: (a) to pay to the Agent from time to time compensation for all services rendered by it hereunder or under the Transaction Documents as shall be agreed in writing between the Company and the Agent; (b) to reimburse the Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Agent in accordance with any provision of this Agreement or the Transaction Documents (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and (c) to indemnify the Agent and any predecessor Agent for, and to hold it harmless against, any loss, liability or reasonable out-of-pocket expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under the Transaction Documents, including the costs and expenses (including reasonable fees and expenses of 59 counsel) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the Transaction Documents. The Agent shall promptly notify the Company of any third party claim which may give rise to the indemnity hereunder and give the Company the opportunity to participate in the defense of such claim with counsel reasonably satisfactory to the indemnified party, and no such claim shall be settled without the written consent of the Company, which consent shall not be unreasonably withheld, provided that any failure to give any such notice shall not affect the obligation of the Company under this Section. The provisions of this Section 7.7 shall survive the termination of this Agreement or the resignation or removal of the Agent. SECTION 7.8 Corporate Agent Required; Eligibility. There shall at all times be an Agent hereunder which shall be a Corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having (or being a member of a bank holding company having) a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and having a Corporate Trust Office in the Borough of Manhattan, The City of New York, if there be such a Corporation, qualified and eligible under this Article and willing to act on reasonable terms. If such Corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. SECTION 7.9 Resignation And Removal; Appointment Of Successor. (a) No resignation or removal of the Agent and no appointment of a successor Agent pursuant to this Article shall become effective until the acceptance of appointment by the successor Agent in accordance with the applicable requirements of Section 7.10. (b) The Agent may resign at any time by giving written notice thereof to the Company 60 days prior to the effective date of such resignation. If the instrument of acceptance by a successor Agent required by Section 7.10 shall not have been delivered to the Agent within 30 days after the giving of such notice of resignation, the resigning Agent may petition any court of competent jurisdiction for the appointment of a successor Agent. (c) The Agent may be removed at any time by Act of the Holders of a majority in number of the Outstanding Units delivered to the Agent and the Company. (d) If at any time: (1) the Agent fails to comply with Section 310(b) of the TIA, as if the Agent were a trustee under an indenture qualified under the TIA, after written request therefor by the Company or by any Holder who has been a bona fide 60 Holder of an Equity Security Unit or Stripped Equity Security Unit for at least six months; or (2) the Agent shall cease to be eligible under Section 7.8 and shall fail to resign after written request therefor by the Company or by any such Holder; or (3) the Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Agent or of its property shall be appointed or any public officer shall take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (x) the Company by a Board Resolution may remove the Agent, or (y) any Holder who has been a bona fide Holder of an Equity Security Unit or Stripped Equity Security Unit for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Agent and the appointment of a successor Agent. (e) If the Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Agent for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Agent and shall comply with the applicable requirements of Section 7.10. If no successor Agent shall have been so appointed by the Company and accepted appointment in the manner required by Section 7.10, any Holder who has been a bona fide Holder of an Equity Security Unit or Stripped Equity Security Unit for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Agent. (f) Company shall give, or shall cause such successor Agent to give, notice of each resignation and each removal of the Agent and each appointment of a successor Agent by mailing written notice of such event by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the applicable Register. Each notice shall include the name of the successor Agent and the address of its Corporate Trust Office. SECTION 7.10 Acceptance Of Appointment By Successor. (a) In case of the appointment hereunder of a successor Agent, every such successor Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Agent shall become effective and such successor Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, agencies and duties of the retiring Agent; but, on the request of the Company or the successor Agent, such retiring Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Agent all the rights, powers and trusts of the retiring Agent and duly assign, transfer and deliver to such successor Agent all property and money held by such retiring Agent hereunder. (b) Upon request of any such successor Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such 61 successor Agent all such rights, powers and agencies referred to in paragraph (a) of this Section. (c) No successor Agent shall accept its appointment unless at the time of such acceptance such successor Agent shall be qualified and eligible under this Article. SECTION 7.11 Merger, Conversion, Consolidation Or Succession To Business. Any Corporation into which the Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any Corporation succeeding to all or substantially all the corporate trust business of the Agent, shall be the successor of the Agent hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been authenticated and executed on behalf of the Holders, but not delivered, by the Agent then in office, any successor by merger, conversion or consolidation to such Agent shall adopt such authentication and execution and deliver the Certificates so authenticated and executed with the same effect as if such successor Agent had itself authenticated and executed such Equity Security Units and Stripped Equity Security Units. SECTION 7.12 Preservation Of Information; Communications To Holders. (a) The Agent shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders received by the Agent in its capacity as Registrar. (b) If three or more Holders (herein referred to as "Applicants") apply in writing to the Agent, and furnish to the Agent reasonable proof that each such applicant has owned an Equity Security Unit or Stripped Equity Security Unit, as the case may be, for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders with respect to their rights under this Agreement or under the Equity Security Units or Stripped Equity Security Units, as the case may be, and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Agent shall mail to all the Holders copies of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Agent of the materials to be mailed and of payment, or provision, in the absence of bad faith, satisfactory to the Agent for the payment, of the reasonable expenses of such mailing. SECTION 7.13 Failure to Act. In the event of any ambiguity in the provisions of any Transaction Document or any dispute between or conflicting claims by or among the parties hereto or any other Person, the Agent shall be entitled, after prompt notice to the Company and the Holders of Equity Security Units and Stripped Equity Security Units, at its sole option, to refuse to comply with any and all such claims, demands or instructions so long as such dispute or conflict shall continue, and the Agent shall not be or become liable in any way to any of the parties hereto for its failure or refusal to comply with such conflicting claims, demands or instructions. The Agent shall be entitled to refuse to act until either (i) such conflicting or adverse claims or demands shall have been finally determined by a court of competent 62 jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing, reasonably satisfactory to the Agent, or (ii) the Agent shall have received security or an indemnity reasonably satisfactory to the Agent sufficient to save the Agent harmless from and against any and all loss, liability or reasonable out-of-pocket expense which the Agent may incur by reason of its acting without bad faith, willful misconduct or gross negligence. The Agent may in addition elect to commence an interpleader action or seek other judicial relief or orders as the Agent may deem necessary. Notwithstanding anything contained herein to the contrary, the Agent shall not be required to take any action that is in its opinion contrary to law or to the terms of any Transaction Document, or which would in its opinion subject it or any of its officers, employees or directors to liability. SECTION 7.14 No Obligations Of Agent. Except to the extent otherwise provided in this Agreement, the Agent assumes no obligation and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Purchase Contract in respect of the obligations of the Holder of any Equity Security Units or Stripped Equity Security Units thereunder. The Company agrees, and each Holder of a Certificate, by such Holder's acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article V. SECTION 7.15 Tax Compliance. (a) The Agent, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and withholding (including "backup" withholding) requirements imposed on it as a paying agent by applicable tax laws, regulations or administrative practice with respect to any payments made with respect to the Equity Security Units and Stripped Equity Security Units. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. (b) The Agent shall comply with any reasonable written direction timely received from the Company with respect to the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement rely on any such direction in accordance with the provisions of Section 7.1(a)(2). (c) The Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. 63 ARTICLE VIII. SUPPLEMENTAL AGREEMENTS SECTION 8.1 Supplemental Agreements Without Consent Of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Agent, for any of the following purposes: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; or (b) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (c) to evidence and provide for the acceptance of appointment hereunder by a successor Agent; or (d) to make provision with respect to the rights of Holders pursuant to the requirements of Section 5.6(b) or 5.10; or (e) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or to make any other provisions with respect to such matters or questions arising under this Agreement, provided such action shall not adversely affect the interests of the Holders. SECTION 8.2 Supplemental Agreements With Consent Of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Equity Security Units and Stripped Equity Security Units voting together as one class, by Act of said Holders delivered to the Company and the Agent, the Company, when authorized by a Board Resolution, and the Agent may enter into an agreement or agreements supplemental hereto, in form satisfactory to the Company and the Agent, for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Equity Security Units and Stripped Equity Security Units; provided, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby: (1) change any Payment Date; (2) change the amount or the type of Collateral required to be Pledged to secure a Holder's Obligations under the Purchase Contract, impair the right of the Holder of any Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Equity Security Units to substitute the Treasury Securities for the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the 64 Tax Event Treasury Portfolio, or the rights of holders of Stripped Equity Security Units to substitute Notes for the Pledged Treasury Securities) or otherwise adversely affect the Holder's rights in or to such Collateral or materially adversely alter the rights in or to such Collateral; (3) reduce any Contract Adjustment Payments, if any, or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable; (4) impair the right to institute suit for the enforcement of any Purchase Contract, any Contract Adjustment Payment, if any, or any Deferred Contract Adjustment Payment, if any; (5) reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock upon settlement of any Purchase Contract, change the Stock Purchase Date or otherwise materially adversely affect the Holder's rights under any Purchase Contract; or (6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Equity Security Units or the Stripped Equity Security Units, then only the affected class of Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority or, in the case of proposals specified in clauses (1) through (6) above, 100% of such class. (b) It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 8.3 Execution Of Supplemental Agreements. In executing, or accepting the additional agencies created by, any supplemental agreement permitted by this Article or the modifications thereby of the agencies created by this Agreement, the Agent shall be provided and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. The Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects the Agent's own rights, duties or immunities under this Agreement or otherwise. SECTION 8.4 Effect Of Supplemental Agreements. Upon the execution of any supplemental agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder shall be bound thereby. 65 SECTION 8.5 Reference To Supplemental Agreements. Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any supplemental agreement pursuant to this Article may, and shall if required by the Agent, bear a notation in form approved by the Agent as to any matter provided for in such supplemental agreement. If the Company shall so determine, new Certificates so modified as to conform, in the opinion of the Agent and the Company, to any such supplemental agreement may be prepared and executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Agent in exchange for outstanding Certificates. ARTICLE IX. CONSOLIDATION, MERGER, SALE OR CONVEYANCE SECTION 9.1 Covenant Not To Merge, Consolidate, Sell Or Convey Property Except Under Certain Conditions. The Company covenants that it will not (a) merge or consolidate with any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions other than, with respect to clause (b), a direct or indirect wholly-owned subsidiary of the Company, unless (i) either the Company shall be the continuing Corporation, or the successor (if other than the Company) shall be a Corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such Corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Notes, this Agreement, the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Corporation, and (ii) the Company or such successor Corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Purchase Contracts, under the Remarketing Agreement, or under the Pledge Agreement. Notwithstanding anything herein to the contrary, a wholly-owned subsidiary of the Company to whom the Company has sold, assigned, transferred, leased or conveyed all or substantially all of its properties and assets shall be required to expressly assume by a supplemental agreement, executed and delivered to the Agent, in form satisfactory to the Agent, all the obligations of the Company under Section 7.7. SECTION 9.2 Rights And Duties Of Successor Corporation. (a) In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by a successor Corporation in accordance with Section 9.1, such successor Corporation shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under the Purchase Contracts, the Notes, this Agreement, the Remarketing Agreement and the Pledge Agreement. Such successor Corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Certificates evidencing Equity Security Units and Stripped Equity Security Units issuable hereunder which theretofore shall not have been signed by 66 the Company and delivered to the Agent; and, upon the order of such successor Corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Agent for authentication and execution, and any Certificate evidencing Equity Security Units or Stripped Equity Security Units which such successor Corporation thereafter shall cause to be signed and delivered to the Agent for that purpose. All the Certificates so issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. (b) In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Equity Security Units and Stripped Equity Security Units thereafter to be issued as may be appropriate. SECTION 9.3 Opinion Of Counsel Given To Agent. The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met. ARTICLE X. COVENANTS SECTION 10.1 Performance Under Purchase Contracts. The Company covenants and agrees for the benefit of the Holders from time to time of the Equity Security Units and Stripped Equity Security Units that it will duly and punctually perform its obligations under the Purchase Contracts in accordance with the terms of the Purchase Contracts and this Agreement. SECTION 10.2 Maintenance Of Office Or Agency. (a) The Company will maintain in the Borough of Manhattan, The City of New York an office or agency where Certificates may be presented or surrendered for payment of Contract Adjustment Payments, acquisition of shares of Common Stock upon settlement of the Purchase Contracts on any Settlement Date and for transfer of Collateral upon occurrence of a Termination Event, where Certificates may be surrendered for registration of transfer or exchange, for a Collateral Substitution or reestablishment of Equity Security Units and where notices and demands to or upon the Company in respect of the Equity Security Units and Stripped Equity Security Units and this Agreement may be served. The Company will give prompt written notice to the Agent of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Agent with the address thereof, such presentations, surrenders, notices and demands may be 67 made or served at the Corporate Trust Office, and the Company hereby appoints the Agent as its agent to receive all such presentations, surrenders, notices and demands. (b) The Company may also from time to time designate one or more other offices or agencies where Certificates may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. The Company will give prompt written notice to the Agent of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates as the place of payment for the Equity Security Units and Stripped Equity Security Units the Corporate Trust Office and appoints the Agent at its Corporate Trust Office as paying agent in such city. SECTION 10.3 Company To Reserve Common Stock. The Company shall at all times prior to the Stock Purchase Date reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock or treasury Common Stock the full number of shares of Common Stock issuable against tender of payment in respect of all Purchase Contracts constituting a part of the Equity Security Units and Stripped Equity Security Units evidenced by outstanding Certificates. SECTION 10.4 Covenants As To Common Stock. The Company covenants that all shares of Common Stock which may be issued against tender of payment in respect of any Purchase Contract constituting a part of the Outstanding Units will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable. SECTION 10.5 Statements Of Officer Of The Company As To Default. The Company will deliver to the Agent, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officer's Certificate, stating whether or not to the best knowledge of the signer thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which such Officer may have knowledge. [SIGNATURE PAGES FOLLOW] 68 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. DTE ENERGY COMPANY By: ----------------------------------- Name: Title: THE BANK OF NEW YORK, as Purchase Contract Agent By: ------------------------------------ Name: Title: 69 EXHIBIT A FORM OF EQUITY SECURITY UNIT CERTIFICATE [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) 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 such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] (Form of Face of Equity Security Unit Certificate) No. ______________ CUSIP No. Number of Equity Security Units____________ This Equity Security Unit Certificate certifies that [For inclusion in Global Certificates only -Cede & Co.] is the registered Holder of the number of Equity Security Units set forth above [For inclusion in Global Certificates only - - or such other number of Equity Security Units reflected in the Schedule of Increases or Decreases in Global Certificates attached hereto]. Each Equity Security Unit represents (i) either (a) beneficial ownership by the Holder of one % Senior Note due 2007 (the "Note") of DTE ENERGY COMPANY, a Michigan corporation (the "Company"), having a principal amount of $25, subject to the Pledge of such Note by such Holder pursuant to the Pledge Agreement, or (b) if the Note has been remarketed by the Remarketing Agent, the appropriate Applicable Ownership Interest in the Treasury Portfolio, subject to the Pledge of such Applicable Ownership Interest in the Treasury Portfolio by such Holder pursuant to the Pledge Agreement, or (c) if a Tax Event Redemption has occurred, the appropriate Applicable Ownership Interest in the Tax Event Treasury Portfolio subject to the Pledge of such Applicable Ownership Interest in the Tax Event Treasury Portfolio pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Note or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, constituting part of each Equity Security Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the A-1 obligations of the Holder under the Purchase Contract comprising a part of such Equity Security Unit. The Pledge Agreement provides that all payments in respect of the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of (A) quarterly cash distributions on Equity Security Units which include Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio and (B) any payments in respect of the Notes, Applicable Ownership Interest in the Treasury Portfolio or Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to the Pledge Agreement, to the Agent to the account designated by the Agent, no later than 11:00 a.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 9:00 a.m., New York City time, on a Business Day, then such payment shall be made no later than 9:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments in respect of any Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, to be paid upon settlement of such Holder's obligations to purchase Common Stock under the Purchase Contract, to the Company on the Stock Purchase Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Equity Security Units of which such Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, are a part under the Purchase Contracts forming a part of such Equity Security Units. Quarterly distributions on Equity Security Units that include Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, which are payable quarterly in arrears on February 16, May 16, August 16 and November 16 each year commencing August 16, 2002 (a "Payment Date"), shall, subject to receipt thereof by the Agent from the Collateral Agent (if the Collateral Agent is the registered owner thereof), be paid to the Person in whose name this Equity Security Unit Certificate (or a Predecessor Equity Security Unit Certificate) is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby obligates the Holder of this Equity Security Unit Certificate to purchase, and the Company to sell, on August 16, 2005 (the "Stock Purchase Date"), at a price equal to $25 (the "Stated Amount"), a number of newly issued shares of Common Stock, without par value ("Common Stock"), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or a Cash Settlement, Early Settlement or Merger Early Settlement with respect to the Equity Security Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Notes pursuant to a successful remarketing, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership A-2 Interest in the Tax Event Treasury Portfolio (as specified in clause (A) of the definition of "Applicable Ownership Interest"), as the case may be, pledged to secure the obligations of the Holder under such Purchase Contract. Payments on the Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Equity Security Unit Register or by wire transfer to an account specified by such Person at least five Business Days prior to the applicable Payment Date. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of an Equity Security Unit evidenced hereby an amount (the "Contract Adjustment Payment") equal to % per year of the Stated Amount, computed (1) for any full quarterly period, on the basis of a 360-day year of twelve 30-day months and (2) for any period shorter than a full quarterly period, on the basis of a 30-day month and for periods less than a month, on the basis of the actual number of days elapsed per 30-day month, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which a Contract Adjustment Payment is to be made on the Purchase Contracts is not a Business Day, then payment of such Contract Adjustment Payment payable on such date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of such delay, except that if such next succeeding Business Day is in the next succeeding calendar year, then such payment will be made on the immediately preceding Business Day). Such Contract Adjustment Payments shall be payable to the Person in whose name this Equity Security Unit Certificate (or a Predecessor Equity Security Unit Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Equity Security Unit Register or by wire transfer to the account designated to the Agent by a prior written notice by such Person delivered at least five Business Days prior to the applicable Payment Date. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Equity Security Unit Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose. A-3 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. DTE ENERGY COMPANY By: ----------------------------------------------- Name: Title: HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts evidenced hereby) By: THE BANK OF NEW YORK, not individually but solely as Attorney-in-Fact of such Holder By: ----------------------------------------------- Authorized Officer A-4 AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Equity Security Unit Certificates referred to in the within-mentioned Purchase Contract Agreement. THE BANK OF NEW YORK, as Purchase Contract Agent Dated: By: ---------------------------------------------- Authorized Officer A-5 (Form of Reverse of Equity Security Unit Certificate) Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of , 2002 (as may be supplemented from time to time, the "Purchase Contract Agreement"), between the Company and The Bank of New York, as Purchase Contract Agent (including its successors thereunder, herein called the "Agent"), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Company, and the Holders and of the terms upon which the Equity Security Unit Certificates are, and are to be, executed and delivered. In the case of any inconsistency between this Certificate and the Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall prevail. Each Purchase Contract evidenced hereby obligates the Holder of this Equity Security Unit Certificate to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $25 (the "Purchase Price"), a number of shares of Common Stock of the Company equal to the Settlement Rate, unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event or an Early Settlement, Merger Early Settlement or Cash Settlement with respect to the Equity Security Units of which such Purchase Contract is a part. The "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined below) is greater than or equal to $ (the "Threshold Appreciation Price"), shares of Common Stock per Purchase Contract, (b) if the Applicable Market Value is less than the Threshold Appreciation Price but is greater than $ (the "Reference Price"), the number of shares of Common Stock per Purchase Contract equal to the Stated Amount divided by the Applicable Market Value and (c) if the Applicable Market Value is less than or equal to the Reference Price, shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. The "Applicable Market Value" means the average of the Closing Price per share of Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Stock Purchase Date. The "Closing Price" of the Common Stock on any date of determination means the closing sale price (or, if no closing price is reported, the last reported sale price) of the Common Stock on the New York Stock Exchange (the "NYSE") on such date or, if the Common Stock is not listed for trading on the NYSE on any such date, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed, or if the Common Stock is not so listed on a United States national or regional securities exchange, as reported by The Nasdaq Stock Market, or, if the Common Stock is not so reported, the last quoted bid price for the Common Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or, if such bid price is not available, the market value of the Common Stock on such date as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company. A "Trading Day" means a day on which the Common Stock (A) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market A-6 at the close of business and (B) has traded at least once on the national or regional securities exchange or association or over-the- counter market that is the primary market for the trading of the Common Stock. Each Purchase Contract evidenced hereby may be settled prior to the Stock Purchase Date through Early Settlement, Merger Early Settlement or Cash Settlement, in accordance with the terms of the Purchase Contract Agreement. In accordance with the terms of the Purchase Contract Agreement, the Holder of this Equity Security Unit Certificate shall pay the Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby (i) by effecting a Cash Settlement, Early Settlement or Merger Early Settlement, (ii) by application of payments received in respect of the Pledged Applicable Ownership Interest in the Treasury Portfolio acquired from the proceeds of a remarketing of the related Pledged Notes underlying the Equity Security Units represented by this Equity Security Unit Certificate, or (iii) if a Tax Event Redemption Date has occurred prior to the successful remarketing of the Notes by application of payments received in respect of the Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio purchased by the Collateral Agent on behalf of the Holder of this Equity Security Unit Certificate. If, as provided in the Purchase Contract Agreement, upon the occurrence of a Last Failed Remarketing on the fifth Business Day immediately proceeding the Stock Purchase Date the Collateral Agent, for the benefit of the Company, exercises its rights as a secured creditor with respect to the Pledged Notes related to this Equity Security Unit Certificate, any accrued and unpaid interest on such Pledged Notes will become payable by the Company to the Holder of this Equity Security Unit Certificate in the manner provided for in the Purchase Contract Agreement. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner herein set forth. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon the solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Equity Security Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each such Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes constituting a part of such Holder's Equity Security Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Equity Security Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of an Equity Security Unit, the Agent shall abstain from voting the Pledged Note evidenced by such Equity Security Units. A-7 The Equity Security Unit Certificates are issuable only in registered form and only in denominations of a single Equity Security Unit and any integral multiple thereof. The transfer of any Equity Security Unit Certificate will be registered and Equity Security Unit Certificates may be exchanged as provided in the Purchase Contract Agreement. The Equity Security Unit Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of an Equity Security Unit may substitute for the Pledged Notes, securing its obligations under the related Purchase Contract Treasury Securities in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. From and after such Collateral Substitution, the Equity Security Units for which such Pledged Treasury Securities secures the Holder's obligation under the Purchase Contract shall be referred to as a "Stripped Equity Security Unit." A Holder that elects to substitute a Treasury Security for Pledged Notes, thereby creating Stripped Equity Security Units, shall be responsible for any fees or expenses payable in connection therewith. Except as provided in the Purchase Contract Agreement, for so long as the Purchase Contract underlying an Equity Security Unit remains in effect, such Equity Security Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Equity Security Unit in respect of the Pledged Note, and Purchase Contract constituting such Equity Security Unit may be transferred and exchanged only as an Equity Security Unit. A Holder of Stripped Equity Security Units may reestablish Equity Security Units by delivering to the Collateral Agent Notes in exchange for the release of the Pledged Treasury Securities in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. Subject to the next succeeding paragraph, the Company shall pay, on each Payment Date, the Contract Adjustment Payments, if any, payable in respect of each Purchase Contract to the Person in whose name the Equity Security Unit Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such address as it appears on the Equity Security Unit Register or by wire transfer to the account designated by such Person in writing at least five Business Days prior to the applicable Payment Date. The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer Contract Adjustment Payments as provided in the Purchase Contract Agreement. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of % per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments, if any, accumulated thereon, are referred to herein as the "Deferred Contract Adjustment Payments"). A-8 Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to the Purchase Contract Agreement. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, the Holder of this Equity Security Unit Certificate will receive on the Stock Purchase Date, if the Company so elects, in lieu of a cash payment, a number of shares of Common Stock (in addition to the number of shares of Common Stock equal to the Settlement Rate) equal to (i) the aggregate amount of Deferred Contract Adjustment Payments payable to the Holder of this Equity Security Unit Certificate divided by (ii) the Applicable Market Value. In the event the Company exercises its option to defer the payment of Contract Adjustment Payments, then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its Common Stock other than (i) purchases, redemptions or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its rights to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests in shares of the Company's Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions payable solely in the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future. The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay Contract Adjustment Payments, if any, or any Deferred Contract Adjustment Payments, and the rights of the Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Stock Purchase Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the A-9 Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Equity Security Unit Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Equity Security Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Equity Security Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Equity Security Unit Certificate, by its acceptance hereof, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Equity Security Units evidenced hereby on his behalf as his attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform such Holder's obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Pledge Agreement on such Holder's behalf as attorney-in-fact, and consents to the Pledge of the Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, underlying this Equity Security Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, to be paid upon settlement of such Holder's obligations to purchase Common Stock under the Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Each Holder of any Equity Security Units or Stripped Equity Security Units, and each Beneficial Owner thereof, by its acceptance thereof or of its interest therein, further agrees to treat (i) itself as the owner of the related Notes, Applicable Ownership Interest in the Treasury Portfolio, Applicable Ownership Interest in the Tax Event Treasury Portfolio or Treasury Securities, as the case may be, and (ii) the Notes as indebtedness of the Company, in each case, for all tax purposes. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. A-10 The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York, without regard to its principles of conflicts of laws. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Equity Security Unit Certificate is registered as the owner of the Equity Security Units evidenced hereby for the purpose of receiving quarterly payments on the Notes, the Applicable Ownership Interest in the Treasury Portfolio or the Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, receiving payments of Contract Adjustment Payments, if any, and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever (subject to the Record Date provisions hereof), whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent, such Affiliates nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. A-11 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian ------------------------------------------- (cust) (minor) Under Uniform Gifts to Minors Act ------------------------------------------- (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. A-12 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Equity Security Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing ____________________________ attorney to transfer said Equity Security Unit Certificates on the books of DTE ENERGY COMPANY with full power of substitution in the premises. Dated: _______________________ Signature: ____________________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Equity Security Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ---------------------------------------------------------- A-13 SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Equity Security Units evidenced by this Equity Security Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________________ Signature:___________________________________ Signature Guarantee:_________________________ (if assigned to another person) If shares are to be registered in the REGISTERED HOLDER Please print name of and delivered to a Person name and address of Registered Holder: other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ____________________________________ ______________________________________ Name Name ____________________________________ ______________________________________ Address Address Social Security or other Taxpayer Identification Number, if any A-14 ELECTION TO SETTLE EARLY The undersigned Holder of this Equity Security Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Equity Security Units evidenced by this Equity Security Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Equity Security Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, subject to the provisions of the within-mentioned Purchase Contract Agreement relating to Early Settlement following a successful remarketing or a Tax Event Redemption Date. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Equity Security Unit Certificate representing any Equity Security Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_____________________________ Signature:_________________________________ Signature Guarantee:________________________ Number of Equity Security Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address Pledged Applicable Ownership Interest of Registered Holder: in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: Name_______________________________ Name_________________________________ Address____________________________ Address______________________________ Social Security or other Taxpayer Identification Number, if any A-15 Transfer instructions for Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: A-16 (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made:

Amount of Decrease Stated Amount of the in Stated Amount Amount of Increase in Global Certificate of the Global Stated Amount of the Following Such Signature of Date Certificate Global Certificate Decrease or Increase Authorizing Officer ---------------- ------------------ --------------------- -------------------- -------------------

A-17 EXHIBIT B FORM OF STRIPPED EQUITY SECURITY UNIT CERTIFICATE [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY -- THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) 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 such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] [Form of Face of Stripped Equity Security Unit Certificate] No. ___________________ CUSIP No. Number of Stripped Equity Security Units _______________ This Stripped Equity Security Unit Certificate certifies that [For inclusion in Global Certificates only -- Cede & Co.] is the registered Holder of the number of Stripped Equity Security Units set forth above [For inclusion in Global Certificates only - or such other number of Stripped Equity Security Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Stripped Equity Security Unit represents (i) a 1/40 undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with DTE ENERGY COMPANY, a Michigan corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Equity Security Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped Equity Security Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Equity Security Unit Certificate to purchase, and the Company to sell, on August 16, 2005 (the "Stock Purchase Date"), at a price equal to $25 (the "Stated Amount"), a number of shares of Common Stock, without par value ("Common Stock"), of the Company, equal to the Settlement Rate, B-1 unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Equity Security Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Equity Security Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to % per year of the Stated Amount, computed (1) for any full quarterly period, on the basis of a 360-day year of twelve 30-day months and (2) for any period shorter than a full quarterly period on the basis of a 30-day month and for periods less than a month, on the basis of the actual number of days elapsed per 30-day month, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the Contract Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day). Such Contract Adjustment Payments shall be payable to the Person in whose name this Stripped Equity Security Unit Certificate (or a Predecessor Stripped Equity Security Unit Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the office of the Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such address as it appears on the Stripped Equity Security Unit Register or by wire transfer to the account designated by such Person in writing at least five Business Days prior to the applicable Payment Date. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped Equity Security Unit Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose. B-2 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. DTE ENERGY COMPANY By: ---------------------------------------- Name: Title: HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts) By: THE BANK OF NEW YORK, not individually but solely as Attorney-in-Fact of such Holder By: ---------------------------------------- Authorized Officer B-3 AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Stripped Equity Security Units referred to in the within-mentioned Purchase Contract Agreement. THE BANK OF NEW YORK, as Purchase Contract Agent Dated: By: ---------------------------------------- Authorized Officer B-4 (Reverse of Stripped Equity Security Unit Certificate) Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of , 2002 (as may be supplemented from time to time, the "Purchase Contract Agreement"), between the Company and The Bank of New York, as Purchase Contract Agent (including its successors thereunder, herein called the "Agent"), to which the Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Company and the Holders and of the terms upon which the Stripped Equity Security Unit Certificates are, and are to be, executed and delivered. In the case of any inconsistency between this Certificate and the Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall prevail. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Equity Security Unit Certificate to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $25 (the "Purchase Price"), a number of shares of Common Stock of the Company equal to the Settlement Rate, unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement respect to the Stripped Equity Security Units of which such Purchase Contract is a part. The "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined below) is greater than or equal to $ (the "Threshold Appreciation Price"), shares of Common Stock per Purchase Contract, (b) if the Applicable Market Value is less than the Threshold Appreciation Price but is greater than $ , the number of shares of Common Stock per Purchase Contract equal to the Stated Amount divided by the Applicable Market Value and (c) if the Applicable Market Value is less than or equal to $ , shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. The "Applicable Market Value" means the average of the Closing Price per share of Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Stock Purchase Date. The "Closing Price" of the Common Stock on any date of determination means the closing sale price (or, if no closing price is reported, the last reported sale price) of the Common Stock on the New York Stock Exchange (the "NYSE") on such date or, if the Common Stock is not listed for trading on the NYSE on any such date, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed, or if the Common Stock is not so listed on a United States national or regional securities exchange, as reported by The Nasdaq Stock Market, or, if the Common Stock is not so reported, the last quoted bid price for the Common Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or, if such bid price is not available, the market value of the Common Stock on such date as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company. A "Trading Day" means a day on which the Common Stock (A) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market B-5 at the close of business and (B) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock. Each Purchase Contract evidenced hereby may be settled prior to the Stock Purchase Date through Early Settlement or Merger Early Settlement, in accordance with the terms of the Purchase Contract Agreement. In accordance with the terms of the Purchase Contract Agreement, the Holder of this Stripped Equity Security Unit Certificate shall pay the Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby (i) by effecting an Early Settlement or Merger Early Settlement or (ii) by application of payments received in respect of the Pledged Treasury Securities underlying the Stripped Equity Security Units represented by this Stripped Equity Security Unit Certificate. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner herein set forth. The Stripped Equity Security Unit Certificates are issuable only in registered form and only in denominations of a single Stripped Equity Security Unit and any integral multiple thereof. The transfer of any Stripped Equity Security Unit Certificate will be registered and Stripped Equity Security Unit Certificates may be exchanged as provided in the Purchase Contract Agreement. The Stripped Equity Security Unit Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of a Stripped Equity Security Unit may substitute for the Pledged Treasury Securities securing its obligations under the related Purchase Contract in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. From and after such substitution, the Stripped Equity Security Unit for which such Pledged Notes secures the Holder's obligation under the Purchase Contract shall be referred to as an "Equity Security Unit." A Holder that elects to substitute Notes for Pledged Treasury Securities, thereby reestablishing Equity Security Units, shall be responsible for any fees or expenses payable in connection therewith. Except as provided in the Purchase Contract Agreement, for so long as the Purchase Contract underlying a Stripped Equity Security Unit remains in effect, such Stripped Equity Security Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Equity Security Units in respect of the Pledged Treasury Security and the Purchase Contract constituting such Stripped Equity Security Units may be transferred and exchanged only as a Stripped Equity Security Unit. Subject to the next succeeding paragraph, the Company shall pay, on each Payment Date, the Contract Adjustment Payments, payable in respect of each Purchase Contract to the Person in whose name the Stripped Equity Security Unit Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract B-6 Adjustment Payments, if any, will be payable at the office of the Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such address as it appears on the Stripped Equity Security Unit Register or by wire transfer to the account designated by such Person in writing at least five Business Days prior to the applicable Payment Date. The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer Contract Adjustment Payments as provided in the Purchase Contract Agreement. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of % per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accumulated thereon, are referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to the Purchase Contract Agreement. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, the Holder of this Stripped Equity Security Unit Certificate will receive on the Stock Purchase Date, if the Company so elects, in lieu of a cash payment, a number of shares of Common Stock (in addition to the number of shares of Common Stock equal to the Settlement Rate) equal to (i) the aggregate amount of Deferred Contract Adjustment Payments payable to the Holder of this Stripped Equity Security Unit Certificate divided by (ii) the Applicable Market Value. In the event the Company exercises its option to defer the payment of Contract Adjustment Payments, then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its Common Stock other than (i) purchases, redemptions or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its rights to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests in shares of the Company's Common Stock B-7 pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions payable solely in Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future. The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay Contract Adjustment Payments, if any, or any Deferred Contract Adjustment Payments, and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Stock Purchase Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Stripped Equity Security Unit Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Treasury Securities from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Stripped Equity Security Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Stripped Equity Security Unit Certificate. The Company covenants and agrees, and the Holder, by his acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Stripped Equity Security Unit Certificate, by his acceptance hereof, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Stripped Equity Security Units evidenced hereby on his behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform such Holder's obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Pledge Agreement on such Holder's behalf as attorney-in-fact, and consents to the Pledge of the Treasury Securities underlying this Stripped Equity Security Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of the Pledged Treasury Securities, to be paid upon settlement of such Holder's obligations to purchase Common Stock under the Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. B-8 Each Holder of any Equity Security Units or Stripped Equity Security Units, and each Beneficial Owner thereof, by its acceptance thereof or of its interest therein, further agrees to treat (i) itself as the owner of the related Notes, Treasury Consideration or Treasury Securities, as the case may be, and (ii) the Notes as indebtedness of the Company, in each case, for United States federal, state and local income and franchise tax purposes. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York, without regard to its principles of conflicts of laws. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Stripped Equity Security Unit Certificate is registered as the owner of the Stripped Equity Security Units evidenced hereby for the purpose of receiving any Contract Adjustment Payments and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever (subject to the Record Date provisions hereof), whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent, such Affiliate, nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. B-9 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian ______________________________________ (cust) (minor) Under Uniform Gifts to Minors Act ______________________________________ (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. B-10 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________________________________ ________________________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Stripped Equity Security Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing ____________________________ attorney to transfer said Equity Security Unit Certificates on the books of DTE ENERGY COMPANY with full power of substitution in the premises. Dated: _______________________ Signature: ______________________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Stripped Equity Security Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________________________________ B-11 SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Stripped Equity Security Units evidenced by this Stripped Equity Security Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________________ Signature:_________________________ Signature Guarantee:_______________ (if assigned to another person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ___________________________________ Name ___________________________________ Address REGISTERED HOLDER Please print name and address of Registered Holder: ___________________________________ Name ___________________________________ Address Social Security or other Taxpayer Identification Number, if any B-12 ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Equity Security Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Equity Security Units evidenced by this Stripped Equity Security Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Equity Security Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Equity Security Unit Certificate representing any Stripped Equity Security Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ Signature: ____________________________ Signature Guarantee: __________________ Number of Stripped Equity Security Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be registered in the name of and delivered to and Pledged Notes are to be transferred to a Person other than the Holder, please print such Person's name and address: ___________________________________ Name ___________________________________ Address REGISTERED HOLDER Please print name and address of Registered Holder: ___________________________________ Name ___________________________________ Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement or a Termination Event: B-13 (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made:

Stated Amount of the Amount of Decrease in Amount of Increase in Global Certificate Stated Amount of the Stated Amount of the Following Such Signature of Date Global Certificate Global Certificate Decrease or Increase Authorizing Officer - -------------------- ----------------------- ----------------------- ---------------------- ---------------------

B-14 EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT THE BANK OF NEW YORK, as Collateral Agent One Wall Street - 27th Floor New York, New York 10286 Re: Equity Security Units of DTE ENERGY COMPANY (the "Company") -------------------------------------------------- We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002 (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Equity Security Units] [Stripped Equity Security Units] from time to time, that the holder of Equity Security Units and Stripped Equity Security Units listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. )] [$_______ aggregate principal amount of Notes, the Applicable Ownership Interest of the Treasury Portfolio or the Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, the appropriate Pledged Applicable Ownership Interest of the Treasury Portfolio or the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the appropriate Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, the appropriate Pledged Applicable Ownership Interest of the Treasury Portfolio or the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the appropriate Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Equity Security Units] [Stripped Equity Security Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ THE BANK OF NEW YORK, as Purchase Contract Agent By: -------------------------------- Name: Title: C-1 Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, the appropriate Applicable Ownership Interest in the Treasury Portfolio or the appropriate Applicable Ownership Interest in the Tax Event Treasury Portfolio] for the [Pledged Notes, the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio or the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio] [Pledged Treasury Securities]: Name: --------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any: ---------------- Address: ------------------------------------------------------------------------ C-2 EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT THE BANK OF NEW YORK, as Purchase Contract Agent One Wall Street - 27th Floor New York, New York 10286 Attn: Paul Schmalzel, Vice President Telecopy: (212) 896-7298 Re: Equity Security Units of DTE ENERGY COMPANY (the "Company") The undersigned Holder hereby notifies you that it has delivered to The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. )] [$_______ aggregate principal amount of Notes, the appropriate Applicable Ownership Interest in the Treasury Portfolio or the appropriate Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio or the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Equity Security Units] [Stripped Equity Security Units]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ____________________ Signature: ________________________ Signature Guarantee:_______________ Please print name and address of Registered Holder: ____________________________ Name: __________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any: _______________ Address: _______________________________________________________________________ D-1 EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH THE BANK OF NEW YORK, as Purchase Contract Agent One Wall Street - 27th Floor New York, New York 10286 Attn: Paul Schmalzel, Vice President Telecopy: (212) 896-7298 Re: Equity Security Units of DTE ENERGY COMPANY (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m., New York City time, on the eighth Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Purchase Contracts related to such Holder's Equity Security Units. Dated: ____________________ Signature: ________________________ Signature Guarantee: ______________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: ____________________________ Social Security or other Taxpayer Identification Number, if any: _______________ E-1 EXHIBIT F FORM OF REMARKETING AGREEMENT F-1 EX-7 5 k70278exv7.txt EX-7 FORM OF PLEDGE AGREEMENT EXHIBIT 7 DTE ENERGY COMPANY, THE BANK OF NEW YORK, AS COLLATERAL AGENT, CUSTODIAL AGENT AND SECURITIES INTERMEDIARY AND THE BANK OF NEW YORK, AS PURCHASE CONTRACT AGENT PLEDGE AGREEMENT DATED AS OF , 2002 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS SECTION 1.1 Definitions.....................................................2 ARTICLE II PLEDGE; CONTROL AND PERFECTION SECTION 2.1 The Pledge......................................................4 SECTION 2.2 Control and Perfection..........................................5 ARTICLE III PAYMENTS ON PLEDGED COLLATERAL SECTION 3.1 Payments........................................................7 SECTION 3.2 Application of Payments.........................................8 ARTICLE IV SUBSTITUTION, RELEASE, REPLEDGE AND SETTLEMENT OF NOTES SECTION 4.1 Collateral Substitution and the Creation of Stripped Equity Security Units........................................9 SECTION 4.2 Collateral Substitution and the Re-Creation of Equity Security Units........................................9 SECTION 4.3 Termination Event..............................................10 SECTION 4.4 Early Settlement; Merger Early Settlement Cash Settlement......11 SECTION 4.5 Remarketing: Application of Proceeds: Settlement...............11 ARTICLE V VOTING RIGHTS-- NOTES SECTION 5.1 Exercise by Purchase Contract Agent............................13 i TABLE OF CONTENTS (CONTINUED) PAGE ARTICLE VI RIGHTS AND REMEDIES; TAX EVENT REDEMPTION SECTION 6.1 Rights and Remedies of the Collateral Agent....................14 SECTION 6.2 Substitutions..................................................15 SECTION 6.3 Tax Event Redemption...........................................15 ARTICLE VII REPRESENTATIONS AND WARRANTIES; COVENANTS SECTION 7.1 Representations and Warranties.................................16 SECTION 7.2 Covenants......................................................16 ARTICLE VIII THE COLLATERAL AGENT SECTION 8.1 Appointment, Powers and Immunities.............................17 SECTION 8.2 Instructions of the Company....................................18 SECTION 8.3 Reliance.......................................................19 SECTION 8.4 Rights in Other Capacities.....................................19 SECTION 8.5 Non-Reliance on Collateral Agent...............................19 SECTION 8.6 Compensation and Indemnity.....................................20 SECTION 8.7 Failure to Act.................................................20 SECTION 8.8 Resignation....................................................21 SECTION 8.9 Right to Appoint Agent or Advisor..............................22 SECTION 8.10 Survival.......................................................22 SECTION 8.11 Exculpation....................................................22 ARTICLE IX AMENDMENT SECTION 9.1 Amendment Without Consent of Holders...........................22 SECTION 9.2 Amendment with Consent of Holders..............................23 SECTION 9.3 Execution of Amendments........................................24 SECTION 9.4 Effect of Amendments...........................................24 SECTION 9.5 Reference to Amendments........................................24 ii TABLE OF CONTENTS (CONTINUED) PAGE ARTICLE X MISCELLANEOUS SECTION 10.1 No Waiver......................................................24 SECTION 10.2 Governing Law..................................................25 SECTION 10.3 Notices........................................................25 SECTION 10.4 Successors and Assigns.........................................25 SECTION 10.5 Counterparts...................................................26 SECTION 10.6 Severability...................................................26 SECTION 10.7 Expenses Etc...................................................26 SECTION 10.8 Security Interest Absolute.....................................26 SECTION 10.9 Waiver of Jury Trial...........................................27 EXHIBIT A Instruction from Purchase Contract Agent to Collateral Agent EXHIBIT B Instruction to Purchase Contract Agent EXHIBIT C Instruction to Custodial Agent Regarding Remarketing EXHIBIT D Instruction to Custodial Agent Regarding Withdrawal from Remarketing iii PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of , 2002 (this "Agreement"), among DTE ENERGY COMPANY, a Michigan corporation (the "Company"), THE BANK OF NEW YORK, a New York banking corporation, not individually but solely as collateral agent (in such capacity, together with its successors in such capacity, the "Collateral Agent"), as custodial agent (in such capacity, together with its successors in such capacity, the "Custodial Agent") and as "securities intermediary" as defined in Section 8-102(a)(14) of the Code (as defined herein) (in such capacity, together with its successors in such capacity, the "Securities Intermediary"), and THE BANK OF NEW YORK, a New York banking corporation, not individually but solely as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Equity Security Units and Stripped Equity Security Units (in such capacity, together with its successors in such capacity, the "Purchase Contract Agent") under the Purchase Contract Agreement (as defined herein). RECITALS WHEREAS, the Company and the Purchase Contract Agent are parties to the Purchase Contract Agreement, dated as of the date hereof (as modified and supplemented and in effect from time to time, the "Purchase Contract Agreement"), pursuant to which there may be issued Equity Security Units of the Company (or Equity Security Units if the Underwriters exercise their over-allotment option in full) each having a Stated Amount of $25. WHEREAS, each Equity Security Unit will be comprised of (a) a Purchase Contract and (b) either beneficial ownership of (i) a Note, (ii) following the successful remarketing of the Notes in accordance with the Purchase Contract Agreement and the Remarketing Agreement, the appropriate Applicable Ownership Interest in the Treasury Portfolio or (iii) following a Tax Event Redemption in accordance with the Purchase Contract Agreement, the appropriate Applicable Ownership Interest in the Tax Event Treasury Portfolio. WHEREAS, in accordance with the terms of the Purchase Contract Agreement, a holder of Equity Security Units may separate the Notes from the related Purchase Contracts by substituting for such Notes Treasury Securities that will pay in the aggregate an amount equal to the aggregate principal amount of such Equity Security Units. Upon such separation, the Equity Security Units will become Stripped Equity Security Units. Each Stripped Equity Security Unit will be comprised of (a) a Purchase Contract and (b) a 1/40 undivided beneficial interest in a Treasury Security. WHEREAS, pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Security Units and Stripped Equity Security Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact of such Holders, among other things, to execute and deliver this Agreement on behalf of such Holders and to grant the pledge provided hereby of the Notes, any Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, delivered in exchange therefor to secure each Holder's obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. NOW, THEREFORE, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact of the Holders from time to time of the Equity Security Units and Stripped Equity Security Units, agree as follows: ARTICLE I DEFINITIONS SECTION 1.1 Definitions. For all purposes of this agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) capitalized terms used but not defined herein are used as defined in the Purchase Contract Agreement; (b) the defined terms in this Agreement have the meanings assigned to them in this Article and include the plural as well as the singular; and (c) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision. "Agreement" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof. "Code" has the meaning specified in Section 6.1(a) hereof. "Collateral" has the meaning specified in Section 2.1(a) hereof. "Collateral Account" means the securities account (number ) maintained at The Bank of New York in the name "The Bank of New York, a New York banking corporation, as Purchase Contract Agent on behalf of the holders of certain securities of DTE Energy Company, Collateral Account subject to the security interest of The Bank of New York, as Collateral Agent, for the benefit of DTE Energy Company, as pledgee" and any successor account. "Collateral Agent" has the meaning specified in the first paragraph of this Agreement "Company" means the Person named as the "Company" in the first paragraph of this Agreement until a successor shall have become such pursuant to the applicable provisions of the Purchase Contract Agreement, and thereafter "Company" shall mean such successor. "Custodial Agent" has the meaning specified in the first paragraph of this Agreement. "Intermediary" means any entity that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity. 2 "Pledge" has the meaning specified in Section 2.1 hereof. "Pledged Applicable Ownership Interest in the Treasury Portfolio" has the meaning specified in Section 2.1(c) hereof. "Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio" has the meaning specified in Section 2.1(c) hereof. "Pledged Notes" has the meaning specified in Section 2.1(c) hereof. "Pledged Treasury Securities" has the meaning specified in Section 2.1 (c) hereof. "Proceeds" means all interest, dividends, cash, instruments, securities, financial assets (as defined in Section 8-102(a)(9) of the Code) and other property from time to time received, receivable or otherwise distributed upon the sale, exchange, collection or disposition of the Collateral or any proceeds thereof. "Purchase Contract Agent" has the meaning specified in the first paragraph of this Agreement. "Purchase Contract Agreement" has the meaning specified in the Recitals. "Securities Intermediary" has the meaning specified in the first paragraph of this Agreement. "Security Entitlement" has the meaning set forth in Section 8-102(a) (17) of the Code. "Separate Notes" means any Notes that are not Pledged Notes. "Tax Event Redemption Date" means the date upon which a Tax Event Redemption is to occur. "TRADES Regulations" means the regulations of the United States Department of the Treasury, published at 31 C.F.R. Part 357, as amended from time to time. Unless otherwise defined herein, all terms defined in the TRADES Regulations are used herein as therein defined. "Transfer" means, with respect to the Collateral and in accordance with the instructions of the Collateral Agent, the Purchase Contract Agent or the Holder, as applicable: (i) in the case of Collateral consisting of securities which cannot be delivered by book-entry or which the parties agree are to be delivered in physical form, delivery in appropriate physical form to the recipient accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient; (ii) in the case of Collateral consisting of securities maintained in book-entry form by causing a "securities intermediary" (as defined in Section 8-102(a)(14) of the Code) to (a) credit a "security entitlement" (as defined in Section 8-102(a)(17) of the 3 Code) with respect to such securities to a "securities account" (as defined in Section 8-501(a) of the Code) maintained by or on behalf of the recipient and (b) to issue a confirmation to the recipient with respect to such credit. In the case of Collateral to be delivered to the Collateral Agent, the securities intermediary shall be the Securities Intermediary and the securities account shall be the Collateral Account. In addition, any Transfer of Treasury Securities and appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio hereunder shall be made in accordance with the TRADES Regulations and other applicable law. ARTICLE II PLEDGE; CONTROL AND PERFECTION SECTION 2.1 The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact and as nominal owner of the Collateral, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in: (i) (A) the Notes and any Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, constituting a part of the Equity Security Units, or the Treasury Securities constituting a part of the Stripped Equity Security Units, (B) any Treasury Securities delivered in exchange for any Notes in accordance with Section 4.1 hereof, and (C) any Notes delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (iii) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Equity Security Units, shall cause the Notes comprising a part of the Equity Security Units to be Transferred to the Securities Intermediary for credit to the Collateral Account. (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (or the Notes that are delivered pursuant to Section 6.2 hereof), Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, subject to the Pledge, excluding any Notes or Treasury Securities released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as 4 "Pledged Notes," "Pledged Treasury Securities," "Pledged Applicable Ownership Interest in the Treasury Portfolio," or "Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name the Notes or any other securities held in physical form. (d) Except as may be required in order to release Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from an Equity Security Unit to a Stripped Equity Security Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Company or the Purchase Contract Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to the Securities Intermediary or endorsed in blank within fifteen days of the date the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby. SECTION 2.2 Control and Perfection. (a) In connection with the Pledge granted in Section 2.1, and subject to the other provisions of this Agreement, the Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent as nominal owner of the Collateral hereby authorize and direct the Securities Intermediary (without the necessity of obtaining the further consent of the Purchase Contract Agent or any of the Holders), and the Securities Intermediary agrees, to comply with and follow any instructions and entitlement orders (as defined in Section 8-102(a)(8) of the Code) that the Collateral Agent may deliver with respect to the Collateral Account, the Collateral credited thereto and any Security Entitlements with respect to any thereof. In the event the Securities Intermediary receives from the Holders or the Purchase Contract Agent entitlement orders which conflict with entitlement orders received from the Collateral Agent, the Securities Intermediary shall follow the entitlement orders received from the Collateral Agent. Such instructions and entitlement orders may, without limitation, direct the Securities Intermediary to transfer, redeem, assign, or otherwise deliver the Notes, the Treasury Securities, any Applicable Ownership Interest in the Treasury Portfolio or the Tax Event Treasury Portfolio, as the case may be, and any Security Entitlements with respect thereto or sell, liquidate or dispose of such assets through a broker designated by the Company, and to pay and deliver any income, proceeds or other funds derived therefrom to the Company. The Holders from time to time acting through the Purchase Contract Agent hereby further authorize and direct the Collateral Agent, as agent of the Company, to itself issue instructions 5 and entitlement orders, and to otherwise take action, with respect to the Collateral Account, the Collateral credited thereto and any Security Entitlements with respect thereto, pursuant to the terms and provisions hereof, all without the necessity of obtaining the further consent of the Purchase Contract Agent or any of the Holders. The Collateral Agent shall be the agent of the Company and shall act only in accordance with the terms hereof or as otherwise directed in writing by the Company. Without limiting the generality of the foregoing, the Collateral Agent shall issue entitlement orders to the Securities Intermediary as directed in writing by the Company. (b) The Securities Intermediary hereby confirms and agrees that: (i) all securities or other property underlying any financial assets credited to the Collateral Account shall be registered in the name of the Securities Intermediary, or its nominee, indorsed to the Securities Intermediary, or its nominee, or in blank or credited to another Collateral Account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Collateral Account be registered in the name of the Purchase Contract Agent, the Collateral Agent, the Company or any Holder, or payable to the order of, or specially indorsed to, the Purchase Contract Agent, the Collateral Agent, the Company or any Holder except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank; (ii) all property delivered to the Securities Intermediary pursuant to this Pledge Agreement (including, without limitation, any Notes, Treasury Securities or any Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be) will be promptly credited to the Collateral Account; (iii) the Collateral Account is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Purchase Contract Agent as entitled to exercise the rights of any financial asset credited to the Collateral Account; (iv) the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Collateral Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the Code) of such other Person; (v) the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Company, the Collateral Agent or the Purchase Contract Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in this Section 2.2 hereof; (vi) the Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collateral Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the Code; and 6 (vii) in the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. (c) The Purchase Contract Agent hereby irrevocably constitutes and appoints the Collateral Agent and the Company, with full power of substitution, as the Purchase Contract Agent's attorney-in-fact to take on behalf of, and in the name, place and stead of, the Purchase Contract Agent and the Holders, any action necessary or desirable to perfect and to keep perfected the security interest in the Collateral referred to in Section 2.1. The grant of such power-of-attorney shall not be deemed to require of the Collateral Agent any specific duties or obligations not otherwise assumed by the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Collateral Agent or Securities Intermediary be responsible for the preparation or filing of any financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. ARTICLE III PAYMENTS ON PLEDGED COLLATERAL SECTION 3.1 Payments. So long as the Purchase Contract Agent is the registered owner of the Pledged Notes, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, it shall receive all payments thereon. If the Pledged Notes are reregistered, such that the Collateral Agent becomes the registered holder, all payments of the principal of, or interest on, the Pledged Notes and all payments of the principal of, or cash distributions on, any Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, Pledged Treasury Securities or any Pledged Applicable Ownership Interest in the Treasury Portfolio, that are received by the Collateral Agent and that are properly payable hereunder, shall be paid by the Collateral Agent by wire transfer in same day funds: (i) in the case of (A) quarterly cash distributions on Equity Security Units that include Pledged Notes, any Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or any Pledged Applicable Ownership Interest in the Treasury Portfolio, any interest payments with respect to the Pledged Notes or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio or the Tax Event Treasury Portfolio (in each case, as specified in clause (B) of the definition of Applicable Ownership Interest), as the case may be, and (B) any payments of principal or, if applicable, the appropriate Applicable Ownership Interest in the Treasury Portfolio or the Tax Event Treasury Portfolio (in each case, as specified in clause (A) of the definition of such term), as the case may be, with respect to any Notes, or the appropriate Applicable Ownership Interest in the Treasury Portfolio or the Tax Event Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to Section 4.3 hereof, to the Purchase Contract Agent, for the benefit of the relevant Holders of the Equity Security Units, to the account designated by the Purchase Contract Agent for such purpose, no later than 11:00 a.m., New York City time, on the Business Day such 7 payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 9:00 a.m., New York City time, on a Business Day, then such payment shall be made no later than 9:30 a.m., New York City time, on the next succeeding Business Day); (ii) in the case of any payments with respect to any Treasury Securities that have been released from the Pledge pursuant to Section 4.3 hereof, to the Holders of the Stripped Equity Security Units to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 10 a.m., New York City time, on a Business Day, then such payment shall be made no later than 10:00 a.m., New York City time, on the next succeeding Business Day); and (iii) in the case of payments in respect of any Pledged Notes, Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio (in each case, as specified in clause (A) of the definition of Applicable Ownership Interest), as the case may be, to be paid upon settlement of such Holder's obligations to purchase Common Stock under the Purchase Contract, to the Company on the Stock Purchase Date in accordance with the procedure set forth in Section 4.5(a) or 4.5(b) hereof, in full satisfaction of the respective obligations of the Holders under the related Purchase Contracts. SECTION 3.2 Application of Payments. All payments received by the Purchase Contract Agent as provided herein shall be applied by the Purchase Contract Agent pursuant to the provisions of the Purchase Contract Agreement. If, notwithstanding the foregoing, the Purchase Contract Agent shall receive any payments of principal on account of any Note or the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury Portfolio (in each case, as specified in clause (A) of the definition of Applicable Ownership Interest), as applicable, that, at the time of such payment, is a Pledged Note, appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio or appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio (in each case, as specified in clause (A) of the definition of Applicable Ownership Interest), as the case may be, or the Purchase Contract Agent shall receive any payments of principal on account of any Treasury Securities that, at the time of such payment, are Pledged Treasury Securities, the Purchase Contract Agent shall hold the same as trustee of an express trust for the benefit of the Company (and promptly deliver the same over to the Company) for application to the obligations of the Holders under the related Purchase Contracts, and the Holders shall acquire no right, title or interest in any such payments of principal so received. 8 ARTICLE IV SUBSTITUTION, RELEASE, REPLEDGE AND SETTLEMENT OF NOTES SECTION 4.1 Collateral Substitution and the Creation of Stripped Equity Security Units. At any time prior to the earlier of a successful remarketing of the Notes in accordance with the provisions of Section 5.4 of the Purchase Contract Agreement or a Tax Event Redemption Date, a Holder of Equity Security Units shall have the right to substitute Treasury Securities for the Pledged Notes securing such Holder's obligations under the Purchase Contracts comprising a part of such Equity Security Units, in integral multiples of 40 Equity Security Units, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount at maturity equal to the aggregate Stated Amount of such Equity Security Units and (b) delivering such Equity Security Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes related to such Equity Security Units, whereupon the Purchase Contract Agent shall promptly give such instruction in writing to the Collateral Agent in the form provided in Exhibit A hereto; provided that, notwithstanding the foregoing, such Holder may not substitute such Treasury Securities for such Pledged Notes pursuant to this Section 4.1 during any period beginning after 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of a Remarketing Period and, if applicable, ending at 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Equity Security Units and the related written instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes and shall promptly Transfer such Pledged Notes, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances. SECTION 4.2 Collateral Substitution and the Re-Creation of Equity Security Units. At any time prior to the earlier of a successful remarketing of the Notes in accordance with the provisions of Section 5.4 of the Purchase Contract Agreement or a Tax Event Redemption Date, a Holder of Stripped Equity Security Units shall have the right to reestablish Equity Security Units consisting of the Purchase Contracts and Notes in integral multiples of 40 Stripped Equity Security Units by (x) Transferring to the Collateral Agent Notes in an aggregate principal amount equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of such Stripped Equity Security Units and (y) delivering such Stripped Equity Security Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred Notes to the Collateral Agent and requesting that the Purchase Contract Agent 9 instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Equity Security Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A hereto; provided that, notwithstanding the foregoing, such Holder of Stripped Equity Security Units shall not have the right to reestablish Equity Security Units pursuant to this Section 4.2 during any period beginning after 5:00 p.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of a Remarketing Period and, if applicable, ending at 9:00 a.m., New York City time, on the fourth Business Day immediately succeeding the third Business Day such Remarketing Period. Upon receipt of the Notes from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. SECTION 4.3 Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Equity Security Units and the Stripped Equity Security Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, 10 Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i)(z) hereof within ten days after the occurrence of such Termination Event. SECTION 4.4 Early Settlement; Merger Early Settlement; Cash Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Equity Security Units or Stripped Equity Security Units have elected to effect Early Settlement or Merger Early Settlement or that one or more Holders of Equity Security Units have elected to effect Cash Settlement, in each case, of their respective obligations under the Purchase Contracts forming a part of such Equity Security Units or Stripped Equity Security Units in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company, as confirmed to the Collateral Agent in writing by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or the Purchase Prices in the case of the Cash Settlement, as the case may be, pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes, the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, in the case of a Holder of Equity Security Units effecting Early Settlement or Merger Early Settlement or (b) Pledged Treasury Securities, in the case of a Holder of Stripped Equity Security Units effecting Early Settlement or Merger Early Settlement, relating to such Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement, and shall Transfer all such Pledged Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Purchase Contract Agent for the benefit of such Holders. SECTION 4.5 Remarketing: Application of Proceeds: Settlement. (a) Pursuant to the Purchase Contract Agreement, the Purchase Contract Agreement shall notify, by 10:00 a.m., New York City time, on the third Business Day immediately preceding the first Business Day of a Remarketing Period, the Remarketing Agent and the Collateral Agent of the aggregate principal amount of Notes comprising Equity Security Units to be remarketed. The Collateral Agent shall, by 10:00 a.m., New York City time, on the third Business Day immediately preceding the first Business Day of a Remarketing Period, without any instruction from Holders of Equity Security Units, deliver the Pledged Notes to be remarketed to the Remarketing Agent for remarketing. After deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will deliver the Treasury Portfolio purchased from the proceeds of the remarketing to the Purchase Contract Agent, which shall thereupon deliver such 11 Treasury Portfolio to the Collateral Agent. Upon receipt of the Treasury Portfolio from the Purchase Contract Agent following a successful remarketing, (i) the Collateral Agent, for the benefit of the Company, shall thereupon hold in the Collateral Account such Treasury Portfolio to secure the obligations under the Purchase Contracts of Holders of Equity Security Units and to fund the quarterly interest payment due to such Holders of Equity Security Units on the Stock Purchase Date, and (ii) the remaining portion, if any, of the proceeds of such successful remarketing shall be distributed by the Remarketing Agent to the Purchase Contract Agent for payment to such Holders of Equity Security Units. On the Stock Purchase Date, the Collateral Agent shall, at the direction of the Company, (i) apply that portion of the payments received in respect of the Pledged Applicable Ownership Interest in the Treasury Portfolio equal to the aggregate Stated Amount of the related Equity Security Units to satisfy in full the obligations of such Holders of Equity Security Units to pay the Purchase Price under the related Purchase Contracts and (ii) apply the remaining portion to pay the quarterly interest payment due to such Holders of Equity Security Units on such Stock Purchase Date, which such quarterly interest payment shall be paid on the Pledged Notes in an amount equal to the Coupon Rate for such quarterly interest payment. (b) Within three Business Days following any Last Failed Remarketing, the Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof shall be returned to the Collateral Agent, together with written notice from the Remarketing Agent of the Last Failed Remarketing. The Collateral Agent, for the benefit of the Company, shall thereupon hold such Notes to secure the obligations of Holders of Equity Security Units under the Purchase Contracts. The Remarketing Agent shall make one or more attempts to remarket the Notes in accordance with the procedures set forth in the Purchase Contract Agreement and the Remarketing Agreement, provided that the requirements of Section 5.4(b)(ii) of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City time, on the fifth Business Day immediately preceding the Stock Purchase Date the Remarketing Agent has failed to remarket the Notes at approximately, but not less than, 100.50% of the Remarketing Value (as described in the Purchase Contract Agreement) resulting in an event of default under the Purchase Contract Agreement, the Remarketing Agent shall advise the Collateral Agent in writing that it has failed to remarket the related Pledged Notes of such Holders of Equity Security Units on such date. The Collateral Agent, for the benefit of the Company will, at the written direction of the Company, exercise its rights as a secured party with respect to the Pledged Notes and use commercially reasonable efforts to dispose of the Pledged Notes in accordance with applicable law and apply the proceeds from such disposition in full satisfaction of such Holders' obligations to pay the Purchase Price for the Common Stock; provided, that if upon the occurrence of a Last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accrued and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holder of the Equity Security Units to which such Notes relate in accordance with the Purchase Contract Agreement. (c) In the event a Holder of Stripped Equity Security Units has not made an Early Settlement or Merger Early Settlement of the Purchase Contracts underlying its Stripped Equity Security Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the payments received in respect of the 12 related Pledged Treasury Securities. Without receiving any instruction from any such Holder, the Collateral Agent shall apply such payments to the settlement of such Purchase Contracts on the Stock Purchase Date. In the event the payments received in respect of the related Pledged Treasury Securities are in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holders of Stripped Equity Security Units. (d) On or prior to 11:00 a.m., New York City time, on the fourth Business Day preceding the first Business Day of any Remarketing Period, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. On the third Business Day prior to the first Business Day of any Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the first Business Day of any Remarketing Period and any Subsequent Remarketing Period, upon which notice the Custodial Agent will return such Separate Notes to such holder. By 10:00 a.m. New York City time on the third Business Day immediately preceding the first Business Day of any Remarketing Period and any Subsequent Remarketing Period, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the amount calculated in respect of such Separate Notes as set forth in Section 5.4(b) of the Purchase Contract Agreement will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Notes In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds of such remarketing of such Separate Notes, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders of such Separate Notes. If, despite using its reasonable best efforts, the Remarketing Agent advises the Custodial Agent in writing that there has been a Last Failed Remarketing on the last Business Day of a Remarketing Period, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such holders of such Separate Notes. ARTICLE V VOTING RIGHTS -- NOTES SECTION 5.1 Exercise by Purchase Contract Agent. The Purchase Contract Agent may exercise, or refrain from exercising, any and all voting and other consensual rights pertaining to the Pledged Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement and in accordance with the terms of the Purchase Contract Agreement; provided, that the Purchase Contract Agent shall not exercise or, as the case may be, shall not refrain from exercising such right if, in the judgment of the 13 Company, such action would impair or otherwise have a material adverse effect on the value of all or any of the Pledged Notes; and provided, further, that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five days prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Pledged Notes, including notice of any meeting at which holders of Notes are entitled to vote or solicitation of consents, waivers or proxies of holders of Notes, the Collateral Agent shall use reasonable efforts to send promptly to the Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Pledged Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Purchase Contract Agent with respect to the Pledged Notes. ARTICLE VI RIGHTS AND REMEDIES; TAX EVENT REDEMPTION SECTION 6.1 Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies available at law or in equity, after an event of default under the Purchase Contracts, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code that is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Notes or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Notes or other Collateral in one or more public or private sales, in each case at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of any Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities as provided in Article III hereof in satisfaction of the obligations of the Holders of Equity Security Units or Stripped Equity Security Units of which such Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of default under the Purchase Contracts and the Collateral Agent shall have and may exercise, with reference to such Pledged Notes, Pledged Treasury Securities, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as applicable, and such obligations of such Holder, any and all of 14 the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of, or interest on, the Pledged Notes, or (ii) the principal amount of, or interest (if any) on, the Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest of the Tax Event Treasury Portfolio or Pledged Treasury Securities, subject, in each case, to the provisions of Article III, and as otherwise granted herein. (d) The Purchase Contract Agent, individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped Equity Security Units, agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the written request of the Company), the Purchase Contract Agent or such Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent act, its own negligent failure to act, its bad faith or its own willful misconduct. SECTION 6.2 Substitutions. Whenever a Holder has the right to substitute Treasury Securities or Notes, as the case may be, for Collateral held by the Collateral Agent, such substitution shall not constitute a novation of the security interest created hereby. SECTION 6.3 Tax Event Redemption. Upon the occurrence of a Tax Event Redemption prior to a successful remarketing of the Pledged Notes, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to such Pledged Notes shall be delivered to the Collateral Agent by the Trustee on or prior to 12:00 p.m., New York City time, on such date by wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Notes to purchase from the Quotation Agent the Tax Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Equity Security Units. The Collateral Agent shall Transfer the Tax Event Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Equity Security Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Equity Security Units, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Tax Event Treasury Portfolio as it had in respect of the Pledged Notes as provided 15 in Articles II, III, IV, V and VI, and any reference herein to the Notes shall be deemed to be a reference to such Tax Event Treasury Portfolio, and any reference herein to interest on the Notes shall be deemed to be a reference to distributions on such Tax Event Treasury Portfolio. ARTICLE VII REPRESENTATIONS AND WARRANTIES; COVENANTS SECTION 7.1 Representations and Warranties. The Holders from time to time, acting through the Purchase Contract Agent as their attorney-in-fact (it being understood that the Purchase Contract Agent shall not be liable for any representation or warranty made by or on behalf of a Holder), hereby represent and warrant to the Collateral Agent, which representations and warranties shall be deemed repeated on each day a Holder Transfers Collateral that: (a) such Holder has the power to grant a security interest in and lien on the Collateral; (b) such Holder is the sole beneficial owner of the Collateral and, in the case of Collateral delivered in physical form, is the sole holder of such Collateral and is the sole beneficial owner of, or has the right to Transfer, the Collateral it Transfers to the Collateral Agent, free and clear of any security interest, lien, encumbrance, call, liability to pay money or other restriction other than the security interest and lien granted under Section 2.1 hereof; (c) upon the Transfer of the Collateral to the Collateral Account, the Collateral Agent, for the benefit of the Company, will have a valid and perfected first priority security interest therein (assuming that any central clearing operation or any Intermediary or other entity not within the control of the Holder involved in the Transfer of the Collateral, including the Collateral Agent, gives the notices and takes the action required of it hereunder and under applicable law for perfection of that interest and assuming the establishment and exercise of control pursuant to Section 2.2 hereof); and (d) the execution and performance by the Holder of its obligations under this Agreement will not result in the creation of any security interest, lien or other encumbrance on the Collateral other than the security interest and lien granted under Section 2.1 hereof or violate any provision of any existing law or regulation applicable to it or of any mortgage, charge, pledge, indenture, contract or undertaking to which it is a party or which is binding on it or any of its assets. SECTION 7.2 Covenants. The Holders from time to time, acting through the Purchase Contract Agent as their attorney-in-fact (it being understood that the Purchase Contract Agent shall not be liable for any covenant made by or on behalf of a Holder), hereby covenant to the Collateral Agent that for so long as the Collateral remains subject to the Pledge: 16 (a) neither the Purchase Contract Agent nor such Holders will create or purport to create or allow to subsist any mortgage, charge, lien, pledge or any other security interest whatsoever over the Collateral or any part of it other than pursuant to this Agreement; and (b) neither the Purchase Contract Agent nor such Holders will sell or otherwise dispose (or attempt to dispose) of the Collateral or any part of it except for the beneficial interest therein, subject to the pledge hereunder, transferred in connection with the Transfer of the Equity Security Units and Stripped Equity Security Units. ARTICLE VIII THE COLLATERAL AGENT SECTION 8.1 Appointment, Powers and Immunities. (a) The Collateral Agent shall act as agent for the Company hereunder with such powers as are specifically vested in the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary: (i) shall have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants or obligations shall be inferred from this Agreement against any of them, nor shall any of them be bound by the provisions of any agreement by any party hereto beyond the specific terms hereof; (ii) shall not be responsible for any recitals contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by it under, this Agreement, the Equity Security Units or Stripped Equity Security Units or the Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent), the Equity Security Units or Stripped Equity Security Units or the Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by the Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunder or for the perfection, priority or, except as expressly required hereby, existence, validity, perfection or maintenance of any security interest created hereunder; (iii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder (except in the case of the Collateral Agent, pursuant to written directions furnished under Section 8.2 hereof, subject to Section 8.6 hereof); (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct; and 17 (v) shall not be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, the Equity Security Units or Stripped Equity Security Units or other property deposited hereunder. Subject to the foregoing, during the term of this Agreement, the Collateral Agent shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder. (b) No provision of this Agreement shall require the Collateral Agent, the Custodial Agent or the Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. In no event shall the Collateral Agent, the Custodial Agent or the Securities Intermediary be liable for any amount in excess of the value of the Collateral or for any special, indirect, individual, consequential damages or lost profits or loss of business, arising in connection with this Agreement even if the Collateral Agent, the Custodial Agent or the Securities Intermediary has been advised of the likelihood of such loss or damage being incurred and regardless of the form of action. Notwithstanding the foregoing, the Collateral Agent, the Custodial Agent, the Purchase Contract Agent and Securities Intermediary, each in its individual capacity, hereby waive any right of setoff, bankers lien, liens or perfection rights as securities intermediary or any counterclaim with respect to any of the Collateral. (c) The Collateral Agent, Custodial Agent and Securities Intermediary shall have no liability whatsoever for the action or inaction of any Clearing Agency or any book-entry system thereof. In no event shall any Clearing Agency or any book-entry system thereof be deemed an agent or subcustodian of the Collateral Agent, Custodial Agent and Securities Intermediary. The Collateral Agent, Custodial Agent and Securities Intermediary shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; war (whether declared or undeclared); terrorism; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation. SECTION 8.2 Instructions of the Company. The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary shall each receive indemnity reasonably satisfactory to it as provided herein. Nothing in this Section 8.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction. 18 SECTION 8.3 Reliance. Each of the Securities Intermediary, the Custodial Agent and the Collateral Agent shall be entitled conclusively to rely upon any certification, order, judgment, opinion, notice or other communication (including, without limitation, any thereof by telephone or facsimile) reasonably believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons (without being required to determine the correctness of any fact stated therein), and upon advice and statements of legal counsel and other experts selected by the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be. As to any matters not expressly provided for by this Agreement, the Collateral Agent, the Custodial Agent and the Securities Intermediary shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions given by the Company in accordance with this Agreement. SECTION 8.4 Rights in Other Capacities. The Collateral Agent, the Custodial Agent and the Securities Intermediary and their affiliates may (without having to account therefor to the Company) accept deposits from, lend money to, make their investments in and generally engage in any kind of banking, trust or other business with the Purchase Contract Agent, any Holder of Equity Security Units or Stripped Equity Security Units and any holder of Separate Notes (and any of their respective subsidiaries or affiliates) as if it were not acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, and the Collateral Agent, the Custodial Agent and the Securities Intermediary and their affiliates may accept fees and other consideration from the Purchase Contract Agent, any Holder of Equity Security Units or Stripped Equity Security Units or any holder of Separate Notes without having to account for the same to the Company; provided that each of the Securities Intermediary, the Custodial Agent and the Collateral Agent covenants and agrees with the Company that, except as provided in this Agreement, it shall not accept, receive or permit there to be created in favor of itself (and waives any right of set-off or banker's lien with respect to) and shall take no affirmative action to permit there to be created in favor of any other Person, any security interest, lien or other encumbrance of any kind in or upon the Collateral and the Collateral shall not be commingled with any other assets of any such Person. SECTION 8.5 Non-Reliance on Collateral Agent. None of the Securities Intermediary, the Custodial Agent or the Collateral Agent shall be required to keep itself informed as to the performance or observance by the Purchase Contract Agent or any Holder of Equity Security Units or Stripped Equity Security Units of this Agreement, the Purchase Contract Agreement, the Equity Security Units or Stripped Equity Security Units or any other document referred to or provided for herein or therein or to inspect the properties or books of the Purchase Contract Agent or any Holder of Equity Security Units or Stripped Equity Security Units. The Collateral Agent, the Custodial Agent and the Securities Intermediary shall not have any duty or responsibility to provide the Company or the Remarketing Agent with any credit or other information concerning the affairs, financial condition or business of the Purchase Contract Agent, any Holder of Equity Security Units or Stripped Equity Security Units or any holder of Separate Notes (or any of their respective 19 subsidiaries or affiliates) that may come into the possession of the Collateral Agent, the Custodial Agent or the Securities Intermediary or any of their respective affiliates. SECTION 8.6 Compensation and Indemnity. The Company agrees: (a) to pay each of the Collateral Agent, the Custodial Agent and the Securities Intermediary from time to time such compensation as shall be agreed in writing between the Company and the Collateral Agent, Custodial Agent or the Securities Intermediary, as the case may be, for all services rendered by each of them hereunder, and (b) to indemnify the Collateral Agent, the Custodial Agent, the Securities Intermediary and their officers, directors and agents for, and to hold each of them harmless from and against, any loss, liability or reasonable out-of-pocket expense incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of its powers and duties under this Agreement, including the out-of-pocket costs and expenses (including fees and expenses of counsel) of defending itself against any claim or liability in connection with the exercise or performance of such powers and duties or collecting such amounts. The Collateral Agent, the Custodial Agent and the Securities Intermediary shall each promptly notify the Company of any third party claim that may give rise to the indemnity hereunder and give the Company the opportunity to participate in the defense of such claim with counsel reasonably satisfactory to the indemnified party, and no such claim shall be settled without the written consent of the Company, which consent shall not be unreasonably withheld. The provisions of this Section 8.6 shall survive the resignation or removal of the Collateral Agent, the Custodial Agent and the Securities Intermediary or the termination of this Agreement. SECTION 8.7 Failure to Act. In the event of any ambiguity in the provisions of this Agreement or any dispute between or conflicting claims by or among the parties hereto or any other Person with respect to any funds or property deposited hereunder, the Collateral Agent, Custodial Agent and the Securities Intermediary shall be entitled, after prompt notice to the Company and the Purchase Contract Agent, at its sole option, to refuse to comply with any and all claims, demands or instructions with respect to such property or funds so long as such dispute or conflict shall continue, and none of the Collateral Agent, Custodial Agent or the Securities Intermediary shall be or become liable in any way to any of the parties hereto for its failure or refusal to comply with such conflicting claims, demands or instructions. The Collateral Agent, Custodial Agent and the Securities Intermediary shall be entitled to refuse to act until either (i) such conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing, reasonably satisfactory to the Collateral Agent, Custodial Agent or the Securities Intermediary, as the case may be, or (ii) the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, shall have received security or an indemnity reasonably satisfactory to the Collateral Agent, Custodial Agent or the Securities Intermediary, as the case may be, sufficient to save the Collateral Agent, Custodial Agent or the Securities Intermediary, as the case may be, harmless 20 from and against any and all loss, liability or reasonable out-of-pocket expense that the Collateral Agent, Custodial Agent or the Securities Intermediary, as the case may be, may incur by reason of its acting without willful misconduct or gross negligence. The Collateral Agent, Custodial Agent or the Securities Intermediary may in addition elect to commence an interpleader action or seek other judicial relief or orders as the Collateral Agent, Custodial Agent or the Securities Intermediary, as the case may be, may deem necessary. Notwithstanding anything contained herein to the contrary, none of the Collateral Agent, Custodial Agent or the Securities Intermediary shall be required to take any action that is in its opinion contrary to law or to the terms of this Agreement, or which would in its opinion subject it or any of its officers, employees or directors to liability. SECTION 8.8 Resignation. Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as provided below, (a) the Collateral Agent, Custodial Agent and the Securities Intermediary may resign at any time by giving notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Equity Security Units and Stripped Equity Security Units, (b) the Collateral Agent, Custodial Agent and the Securities Intermediary may be removed at any time by the Company, (c) if the Collateral Agent, Custodial Agent or the Securities Intermediary fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent, Custodial Agent or the Securities Intermediary may be removed by the Purchase Contract Agent, and (d) if the Collateral Agent, the Custodial Agent or the Securities Intermediary is the same Person as the Purchase Contract Agent and an event of default occurs under the Purchase Contract Agreement or this Agreement, except an event of default as a result of a Last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent, the Custodial Agent or the Securities Intermediary shall resign immediately. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (c) of the immediately preceding sentence. The Company shall promptly notify the Purchase Contract Agent of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (b) of the second preceding sentence. Upon any such resignation or removal, the Company shall have the right to appoint a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of resignation or such removal, then the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, may at the Company's expense petition any court of competent jurisdiction for the appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. Each of the Collateral Agent, Custodial Agent and the Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring 21 Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor after the payment of any outstanding fees, expenses and indemnities due and owing to such remaining party. The retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as Collateral Agent, Custodial Agent or Securities Intermediary, the provisions of this Section 8.8, and Section 8.6 hereof, shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary hereunder. SECTION 8.9 Right to Appoint Agent or Advisor. The Collateral Agent shall have the right to appoint or consult with agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith. The appointment of agents (other than legal counsel) pursuant to this Section 8.9 shall be subject to prior consent of the Company, which consent shall not be unreasonably withheld. SECTION 8.10 Survival. The provisions of this Article VIII shall survive termination of this Agreement and the resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary. SECTION 8.11 Exculpation. Anything in this Agreement to the contrary notwithstanding, in no event shall any of the Collateral Agent, the Custodial Agent or the Securities Intermediary or their officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive or consequential loss or damage of any kind whatsoever, including lost profits, whether or not the likelihood of such loss or damage was known to the Collateral Agent, the Custodial Agent or the Securities Intermediary, or any of them. ARTICLE IX AMENDMENT SECTION 9.1 Amendment Without Consent of Holders. Without the consent of any Holders or the holders of any Separate Notes, the Company, when authorized by a Board Resolution, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent, at any time and from time to time, may amend 22 this Agreement, in form satisfactory to the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent, for any of the following purposes: (i) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company; (ii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company so long as such covenants or such surrender do not adversely affect the validity, perfection or priority of the security interests granted or created hereunder; (iii) to evidence and provide for the acceptance of appointment hereunder by a successor Collateral Agent, Custodial Agent, Securities Intermediary or Purchase Contract Agent; or (iv) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other such provisions herein, or to make any other provisions with respect to such matters or questions arising under this Agreement, provided such action shall not adversely affect the interests of the Holders. SECTION 9.2 Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the Purchase Contracts at the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Security Units or Stripped Equity Security Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit adversely affected thereby, (i) change the amount or type of Collateral underlying an Equity Security Unit or Stripped Equity Security Unit (except for the rights of holders of Equity Security Units to substitute the Treasury Securities for the Pledged Notes or the rights of Holders of Stripped Equity Security Units to substitute Notes for the Pledged Treasury Securities), impair the right of the Holder of any Equity Security Unit or Stripped Equity Security Unit to receive distributions on the underlying Collateral or otherwise adversely affect the Holder's rights in or to such Collateral; or (ii) otherwise effect any action that would require the consent of the Holder of each Outstanding Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (iii) reduce the percentage of Purchase Contracts the consent of whose Holders is required for any such amendment. 23 It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 9.3 Execution of Amendments. In executing any amendment permitted by this Section, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent shall receive and (subject to Section 8.1 hereof, with respect to the Collateral Agent, and Section 7.1 of the Purchase Contract Agreement, with respect to the Purchase Contract Agent) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent, if any, to the execution and delivery of such amendment have been satisfied and, in the case of an amendment pursuant to Section 9.1, that such amendment does not adversely affect the validity, perfection or priority of the security interests granted or created hereunder. SECTION 9.4 Effect of Amendments. Upon the execution of any amendment under this Article IX, this Agreement shall be modified in accordance therewith, and such amendment shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered under the Purchase Contract Agreement shall be bound thereby. SECTION 9.5 Reference to Amendments. Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any amendment pursuant to this Section may, and shall if required by the Collateral Agent or the Purchase Contract Agent, bear a notation in form approved by the Purchase Contract Agent and the Collateral Agent as to any matter provided for in such amendment. If the Company shall so determine, new Certificates so modified as to conform, in the opinion of the Collateral Agent, the Purchase Contract Agent and the Company, to any such amendment may be prepared and executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Purchase Contract Agent in accordance with the Purchase Contract Agreement and without charge or expense to the Holders in exchange for outstanding Certificates. ARTICLE X MISCELLANEOUS SECTION 10.1 No Waiver. No failure on the part of any party hereto or any of its agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any party hereto or any of its agents of any right, power or remedy hereunder preclude any other or further exercise thereof 24 or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law. SECTION 10.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS. Without limiting the foregoing, the above choice of law is expressly agreed to by the Securities Intermediary, the Collateral Agent, the Custodial Agent and the Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, in connection with the establishment and maintenance of the Collateral Account, which law, for purposes of the Code, shall be deemed to be the law governing all Security Entitlements related thereto. In addition, such parties agree that, for purposes of the Code, New York shall be the Securities Intermediary's jurisdiction. The Company, the Collateral Agent and the Holders from time to time of the Equity Security Units and Stripped Equity Security Units, acting through the Purchase Contract Agent as their attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Collateral Agent and the Holders from time to time of the Equity Security Units and Stripped Equity Security Units, acting through the Purchase Contract Agent as their attorney-in-fact, irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. SECTION 10.3 Notices. Unless otherwise stated herein, all notices, requests, consents and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Agreement) shall be given or made in writing (including, without limitation, by telecopy) delivered to the intended recipient at the "Address for Notices" specified below its name on the signature pages hereof or, as to any party, at such other address as shall be designated by such party in a notice to the other parties. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when personally delivered or, in the case of a mailed notice or notice transmitted by telecopier, upon receipt, in each case given or addressed as aforesaid. SECTION 10.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent, and the Holders from time to time of the Equity Security Units or Stripped Equity Security Units, by their acceptance of the same, shall be deemed to have agreed to be bound by the provisions hereof and to have ratified the agreements of, and the grant of the Pledge hereunder by, the Purchase Contract Agent. 25 SECTION 10.5 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. SECTION 10.6 Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction. SECTION 10.7 Expenses Etc. The Company agrees to reimburse the Collateral Agent, the Securities Intermediary and the Custodial Agent for: (a) all reasonable costs and all reasonable expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and (ii) any modification, supplement or waiver of any of the terms of this Agreement; (b) all reasonable costs and expenses of the Collateral Agent (including, without limitation, reasonable fees and expenses of counsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Equity Security Units or Stripped Equity Security Units to satisfy its obligations under the Purchase Contracts forming a part of the Equity Security Units and Stripped Equity Security Units and (ii) the enforcement of this Section 10.7; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other document referred to herein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby. SECTION 10.8 Security Interest Absolute. All rights of the Collateral Agent and security interests hereunder, and all obligations of the Holders from time to time hereunder, shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any provision of the Purchase Contracts or the Equity Security Units or Stripped Equity Security Units or any other agreement or instrument relating thereto; 26 (b) any change in the time, manner or place of payment of, or any other term of, or any increase in the amount of, all or any of the obligations of Holders of Equity Security Units or Stripped Equity Security Units under the related Purchase Contracts, or any other amendment or waiver of any term of, or any consent to any departure from any requirement of, the Purchase Contract Agreement or any Purchase Contract or any other agreement or instrument relating thereto; or (c) any other circumstance which might otherwise constitute a defense available to, or discharge of, a borrower, a guarantor or a pledgor. SECTION 10.9 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. [SIGNATURE PAGE FOLLOWS] 27 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. DTE ENERGY COMPANY By:__________________________________________ Name: Title: Address for Notices: 2000 2nd Avenue Detroit, Michigan 48226-1279 Attention: Telecopy: THE BANK OF NEW YORK, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Equity Security Units and Stripped Equity Security Units By:__________________________________________ Name: Title: Address for Notices: One Wall Street, 27th Floor New York, New York 10286 Attention: Paul Schmalzel, Vice President Telecopy: (212) 896-7298 THE BANK OF NEW YORK, as Collateral Agent, Custodial Agent and Securities Intermediary By:__________________________________________ Name: Title: Address for Notices: One Wall Street, 27th Floor New York, New York 10286 Attention: Paul Schmalzel, Vice President Telecopy: (212) 896-7298 EXHIBIT A INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT THE BANK OF NEW YORK, as Collateral Agent One Wall Street, 27th Floor New York, New York 10286 Re: Equity Security Units of DTE ENERGY COMPANY (the "Company") ---------------------------- We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002 (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Equity Security Units] [Stripped Equity Security Units] from time to time, that the holder of Equity Security Units or Stripped Equity Security Units listed below (the "Holder") has elected to substitute [$________ aggregate principal amount of Treasury Securities (CUSIP No. )] [$________ aggregate principal amount of Notes] in exchange for the related [Pledged Notes] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes], and upon the payment by such Holder of any applicable fees, to release the [Notes] [Treasury Securities] related to such [Equity Security Units] [Stripped Equity Security Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: THE BANK OF NEW YORK, as Purchase Contract Agent By:__________________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes] for the [Pledged Notes] [Pledged Treasury Securities]: Name: ____________________________ Social Security or other Taxpayer Identification Number, if any: __________________ Address: _________________________ ___________________________________ A-1 EXHIBIT B INSTRUCTION TO PURCHASE CONTRACT AGENT THE BANK OF NEW YORK, as Purchase Contract Agent One Wall Street, 27th Floor New York, New York 10286 Attn: Paul Schmalzel, Vice President Telecopy: (212) 896-7298 Re: Equity Security Units of DTE ENERGY COMPANY (the "Company") The undersigned Holder hereby notifies you that it has delivered to The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary [$________ aggregate principal amount of Treasury Securities (CUSIP No. )] [$_________ aggregate principal amount of Notes] in exchange for the related [Pledged Notes] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes] [Pledged Treasury Securities] related to such [Equity Security Units] [Stripped Equity Security Units]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_________________________ Signature:_______________________________ Signature Guarantee:_____________________ Please print name and address of Registered Holder: Name: _______________________ Social Security or other Taxpayer Identification Number, if any: ______________________________ Address: ____________________ ______________________________ B-1 EXHIBIT C INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING THE BANK OF NEW YORK, as Custodial Agent One Wall Street, 27th Floor New York, New York 10286 Re: Notes of DTE ENERGY COMPANY (the "Company") The undersigned hereby notifies you in accordance with Section 4.5(d) of the Pledge Agreement, dated as of , 2002 (the "Pledge Agreement"), among the Company, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent, and The Bank of New York, as Purchase Contract Agent and as attorney-in-fact for the Holders of Equity Security Units and Stripped Equity Security Units from time to time, that the undersigned elects to deliver $________ aggregate principal amount of Notes for delivery to the Remarketing Agent on or prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the first Business Day of any Remarketing Period or any Subsequent Remarketing Period for remarketing pursuant to Section 4.5(d) of the Pledge Agreement. The undersigned will, upon request of the Remarketing Agent, execute and deliver any additional documents deemed by the Remarketing Agent or by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Notes tendered hereby. The undersigned hereby instructs you, upon receipt of the proceeds of such remarketing from the Remarketing Agent, net of amounts payable to the Remarketing Agent in accordance with the Pledge Agreement, to deliver such proceeds to the undersigned in accordance with the instructions indicated herein under "A. Payment Instructions." The undersigned hereby instructs you, in the event of a Last Failed Remarketing in the Remarketing Period to which this notice relates, upon receipt of the Notes tendered herewith from the Remarketing Agent, to be delivered to the person(s) and the address(es) indicated herein under "B. Delivery Instructions." With this notice, the undersigned hereby (i) represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Notes tendered hereby and that the undersigned is the record owner of any Notes tendered herewith in physical form or a participant in The Depository Trust Company ("DTC") and the beneficial owner of any Notes tendered herewith by book-entry transfer to your account at DTC and (ii) agrees to be bound by the terms and conditions of Section 4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________________ Signature:_____________________________ Signature Guarantee:___________________ Name: Social Security or other Taxpayer Identification Number, if any: C-1 Address: A. PAYMENT INSTRUCTIONS Proceeds of the remarketing should be paid by check in the name of the person(s) set forth below and mailed to the address set forth below. Name(s): _____________________________________ (Please Print) Address: _____________________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): B. DELIVERY INSTRUCTIONS In the event of a Last Failed Remarketing in a Remarketing Period to which this notice relates, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s): _____________________________________ (Please Print) Address: _____________________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): In the event of a Last Failed Remarketing in a Remarketing Period to which this notice relates, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: C-2 EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING THE BANK OF NEW YORK, as Custodial Agent One Wall Street, 27th Floor New York, New York 10286 Re: Notes of DTE ENERGY COMPANY (the "Company") The undersigned hereby notifies you in accordance with Section 4.5(d) of the Pledge Agreement, dated as of , 2002 (the "Pledge Agreement"), among the Company, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and The Bank of New York, as Purchase Contract Agent and as attorney-in-fact for the Holders of Equity Security Units and Stripped Equity Security Units from time to time, that the undersigned elects to withdraw the $_________ aggregate principal amount of Notes delivered to the Custodial Agent on ________, 2005 for remarketing pursuant to Section 4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Notes to the undersigned in accordance with the undersigned's instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________________ Signature:_____________________________ Signature Guarantee:___________________ Name: Social Security or other Taxpayer Identification Number, if any: Address: In the event of a Last Failed Remarketing in a Remarketing Period to which this notice relates, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. 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M"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AOY,>,)SN2Y&C@@,N7 &+@$$!``[ ` end -----END PRIVACY-ENHANCED MESSAGE-----

EX-3

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                               DTE ENERGY COMPANY
                                       AND
                              THE BANK OF NEW YORK
                                     TRUSTEE


                                    -------


                          SIXTH SUPPLEMENTAL INDENTURE
                            DATED AS OF JUNE  , 2002


                                    -------



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

                                  PROVIDING FOR

                             % SENIOR NOTES DUE 2007





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








         SIXTH SUPPLEMENTAL INDENTURE, dated as of the  day of June, 2002 (the
"Supplemental Indenture"), between DTE ENERGY COMPANY, a corporation organized
and existing under the laws of the State of Michigan (the "Company"), and THE
BANK OF NEW YORK, a New York banking corporation, having its principal office in
The City of New York, New York, as trustee (the "Trustee");

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

         WHEREAS, the Company now desires to provide for the issuance of a
series of its unsecured, senior debt securities pursuant to the Original
Indenture; and

         WHEREAS, the Company, in the exercise of the power and authority
conferred upon and reserved to it under the provisions of the Original
Indenture, including Section 901 thereof, and pursuant to appropriate
resolutions of the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this Supplemental Indenture to the Original Indenture as
permitted by Section 201 and Section 301 of the Original Indenture in order to
establish the form or terms of, and to provide for the creation and issue of, a
series of its debt securities under the Original Indenture, which shall be known
as the "   % Senior Notes due 2007"; and

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

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that, in order
to establish the terms of a series of debt securities, and for and in
consideration of the premises and of the covenants contained in the Original
Indenture and in this Supplemental 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.  Unless the context otherwise requires:

         (a)    a term defined in the Original Indenture has the same meaning
when used in this Supplemental Indenture, unless otherwise defined herein;

         (b)    a term defined anywhere in this Supplemental Indenture has the
same meaning throughout;




         (c)    the singular includes the plural and vice versa;

         (d)    headings are for convenience of reference only and do not
affect interpretation;

         (e)    the following terms have the meanings given to them in the
Purchase Contract Agreement, a copy of which is attached hereto as Exhibit C:
(i) Clearing Agency Participant; (ii) Collateral Agent; (iii) Custodial
Agent; (iv) Equity Security Units; (v) Pledged Notes; (vi) Purchase Contract;
(vii) Purchase Contract Agent; (viii) Securities Intermediary; (ix) Stock
Purchase Date; (x) Stripped Equity Security Units; and (xi) Underwriting
Agreement; and

         (g)    the following terms have the meanings given to them in this
Section 101(f):

         "Business Day" means any day other than a Saturday or Sunday or any
other day on which banking institutions and trust companies in the State of New
York or at a Place of Payment are authorized or required by law; regulation or
executive order to be closed.

         "Contingent Payment Regulations" has the meaning specified in Section
210(b).

         "Coupon Rate" has the meaning specified in Section 206(a).

         "Failed Remarketing" has the meaning specified in Section 207(b).

         "Global Note" has the meaning specified in Section 205.

         "Interest Payment Date" has the meaning set forth in Section 206(a).

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

         "Pledge Agreement" means the Pledge Agreement, dated as of June  ,
2002, among the Company, the Collateral Agent, the Custodial Agent, the
Securities Intermediary, and the Purchase Contract Agent, for itself and as
attorney-in-fact of the holders from time to time of the Equity Security Units
and Stripped Equity Security Units issued pursuant to the Purchase Contract
Agreement, a copy of which is attached hereto as Exhibit B.

         "Purchase Contract Agreement" means the Purchase Contract Agreement,
dated as of June  , 2002, between the Company and the Purchase Contract Agent.

         "Quotation Agent" means UBS Warburg LLC or Salomon Smith Barney Inc. or
their respective successors or any other primary U.S. government securities
dealer in New York City selected by the Company.

         "Redemption Amount" means, (A) in the case of a Tax Event Redemption
occurring prior to the earlier of a successful remarketing of the Notes and the
Stock Purchase Date, for each Note the product of (i) the principal amount of
such Note and (ii) a fraction whose numerator is the applicable Tax Event
Treasury Portfolio Purchase Price and whose denominator is the aggregate
principal amount of Notes outstanding on the Tax Event Redemption Date
(immediately prior to redemption), and (B) in the case of a Tax Event Redemption
Date




                                        2



occurring on or after the earlier of a successful remarketing of the Notes and
the Stock Purchase Date, for each Note, the principal amount of the Note
(immediately prior to redemption).

         "Redemption Price" means the redemption price per Note equal to the
Redemption Amount plus any accrued and unpaid interest on such Note to the date
of redemption.

         "Regular Record Date" has the meaning specified in Section 206(e).

         "Remarketing Agent" has the meaning specified in Section 207(b).

         "Remarketing Date" means the third Business Day immediately preceding
May 16, 2005.

         "Remarketing Fee" has the meaning specified in Section 207(b).

         "Remarketing Period" means any of the following three Business Day
periods: (i) the Remarketing Date and each of the two immediately succeeding
Business Days; (ii) the three Business Days immediately preceding July 1, 2005;
or (iii) the seventh, sixth and fifth Business Days immediately preceding August
16, 2005.

         "Remarketing Value" means the sum of

                (i)        the value at the Remarketing Date or any Subsequent
                           Remarketing Date, as the case may be, of U.S.
                           Treasury securities that will pay, on the Business
                           Day immediately preceding the Interest Payment Date
                           falling on the Stock Purchase Date, an amount of cash
                           equal to the aggregate interest payments that are
                           scheduled to be payable on that Interest Payment
                           Date, on (a) the Notes which are included in Equity
                           Security Units and (b) the Separate Notes that are to
                           be remarketed pursuant to Section 4.5(d) of the
                           Pledge Agreement and this Supplemental Indenture,
                           assuming for that purpose that the interest rate on
                           the Notes is equal to the Coupon Rate, and

                (ii)       the value at the Remarketing Date or the Subsequent
                           Remarketing Date, as the case may be, of U.S.
                           Treasury securities that will pay, on the Business
                           Day immediately preceding the Stock Purchase Date, an
                           amount of cash equal to the principal amount (a) of
                           such Notes that are included in Equity Security Units
                           and (b) the Separate Notes which are to be remarketed
                           pursuant to Section 4.5(d) of the Pledge Agreement
                           and this Supplemental Indenture,

provided that for purposes of clauses (i) and (ii) above, the Remarketing Value
shall be calculated on the assumptions that (x) the U.S. Treasury securities are
highly liquid and mature on or within 35 days prior to the Stock Purchase Date,
as determined in good faith by the Remarketing Agent in a manner intended to
minimize the cash value of the U.S. Treasury securities, and (y) the U.S.
Treasury securities are valued based on the ask-side price of the U.S. Treasury
securities at a time between 9:00 a.m. and 11:00 a.m., New York City time,
selected by the Remarketing Agent, on the Remarketing Date or any Subsequent
Remarketing Date, as the case may be, as determined on a third-day settlement
basis by a reasonable and customary means selected in good faith by the
Remarketing Agent, plus accrued interest to that date.



                                       3







         "Reset Effective Date" means (i) May 16, 2005, in case the Notes are
successfully remarketed on the third Business Day immediately preceding May 16,
2005, (ii) the third Business Day following a Subsequent Remarketing Date in the
event that the Notes are successfully remarketed on a Subsequent Remarketing
Date or (iii) in the event that there is a Last Failed Remarketing on the fifth
Business Day immediately preceding the Stock Purchase Date, August 16, 2005.

         "Reset Rate" has the meaning set forth in Section 207(b); provided
that, in the event of a last Failed Remarketing on the fifth Business Day
immediately preceding the Stock Purchase Date the Reset Rate shall be the rate
determined pursuant to the provisions of Section 207(e).

         "Separate Notes" has the meaning specified in Section 207(a).

         "Subsequent Remarketing Date" means, provided there has been one or
more Failed Remarketings, the date on which the Remarketing Agent has
consummated a successful remarketing in accordance with Section 5.4 of the
Purchase Contract Agreement, such date to be no later than the fifth Business
Day immediately preceding the Stock Purchase Date.

         "Tax Event" means the receipt by the Company of an opinion of
nationally recognized tax counsel experienced in such matters to the effect that
there is more than an insubstantial risk that interest payable by the Company on
the Notes on the next Interest Payment Date would not be deductible, in whole or
in part, by the Company for United States federal income tax purposes, as a
result of (i) any amendment to, or change (including any announced proposed
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein affecting taxation,
(ii) any amendment to or change in an official interpretation or application of
such laws or regulations by any legislative body, court, governmental agency or
regulatory authority or (iii) any official interpretation or pronouncement that
provides for a position with respect to any such laws or regulations that
differs from the generally accepted position on June  , 2002, which amendment,
change, or proposed change is effective or which interpretation or pronouncement
is announced on or after June  , 2002.

         "Tax Event Treasury Portfolio" means a portfolio of principal or
interest strips of U.S. Treasury Securities that mature on (i) the Business Day
immediately preceding the Stock Purchase Date in an aggregate amount equal to
the aggregate principal amount of the Notes included in the Equity Security
Units on the Tax Event Redemption Date (immediately prior to redemption) and
(ii) with respect to each scheduled Interest Payment Date on the Notes that
occurs after the Tax Event Redemption Date and on or before the Stock Purchase
Date, interest or principal strips of U.S. Treasury Securities that mature on
the Business Day immediately preceding such Interest Payment Date in an
aggregate amount equal to the aggregate interest payment that would be due on
the aggregate principal amount of the Notes outstanding on the Tax Event
Redemption Date (immediately prior to the redemption).

         "Tax Event Treasury Portfolio Purchase Price" means the lowest
aggregate price quoted by a primary U.S. government securities dealer in New
York City to the Quotation Agent on the third Business Day immediately preceding
the Tax Event Redemption Date for the purchase of the Treasury Portfolio for
settlement on the Tax Event Redemption Date.


                                       4






         "Tax Event Redemption" means, if a Tax Event shall occur and be
continuing, the redemption of the Notes, at the option of the Company, in whole
but not in part, on not less than 30 days nor more than 60 days' written notice.

         "Tax Event Redemption Date" means the date upon which a Tax Event
Redemption is to occur.

         "Treasury Portfolio" has the meaning specified in Section 207(b).

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

                                  ARTICLE TWO

                        TITLE AND TERMS OF THE SECURITIES

         SECTION 201 Title of the Securities; Stated Maturity. This Supplemental
Indenture hereby establishes a separate series of Securities, which shall be
known as the Company's "   % Senior Notes due 2007" (the "Notes"). For purposes
of the Original Indenture, the Notes shall constitute a single series of
Securities. The Stated Maturity on which the principal of the Notes shall be due
and payable will be August 16, 2007.

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

         SECTION 203 Variations from the Original Indenture. Section 1009 of the
Original Indenture shall be applicable to the Notes. Section 403(2) and Section
403(3) of the Original Indenture shall be applicable to the Notes; the Company's
obligations under Section 1009 of the Original Indenture, without limitation,
shall be subject to defeasance in accordance with Section 403(3) of the Original
Indenture.

         SECTION 204 Amount.

         (a)    The aggregate principal amount of Notes that may be issued under
this Supplemental Indenture is limited (except as provided in Section 301(2) of
the Original Indenture) initially to $    (or, $    , if the underwriters'
over-allotment option pursuant to the Underwriting Agreement is exercised in
full); provided, that the Company may, without the consent of the Holders of the
Outstanding Notes, "reopen" the Notes so as to increase the aggregate principal
amount of such Notes Outstanding in compliance with the procedures set forth in
the Original Indenture, including Section 301 and Section 303 thereof, so long
as any such additional Notes have the same tenor and terms (including, without
limitation, rights to receive accrued and unpaid interest) as the Notes then
Outstanding. No additional Notes may be issued if an Event of Default has
occurred with respect to the series of Notes.


                                       5







         SECTION 205 Form and Denominations of Securities.

         (a)    Except as provided in Section 205(b), the Notes shall be
issuable only in certificated, fully registered form and, as permitted by
Section 301 and Section 302 of the Original Indenture, in denominations of $25
and integral multiples thereof. The entire principal amount of the Notes shall
initially be evidenced by one or more certificates issued to The Bank of New
York, as Purchase Contract Agent pursuant to the Purchase Contract Agreement.

         (b)    Separate Notes shall be issued in the form of one or more global
certificates (the "Global Notes") under a book-entry system, registered in the
name of The Depository Trust Company, as depositary ("DTC"), or its nominee,
which is hereby designated as "U.S. Depositary" and "Depositary" under the
Indenture for the Global Notes. Each such certificated Note and Global Note
shall represent such aggregate principal amount of the Outstanding Notes as
shall be from time to time endorsed thereon, which principal amounts may be
increased or decreased, as applicable, to reflect, in connection with the
creation of Stripped Equity Security Units and the recreation of Equity Security
Units, transfers between Pledged Notes and Separate Notes. Any such increase or
decrease in the aggregate principal amount of (i) certificated Notes shall be
made by the Collateral Agent and (ii) Global Notes shall be made by the Trustee,
as custodian of the Global Notes, in each case upon the instructions of the
Collateral Agent given pursuant to Article IV of the Pledge Agreement.

         (c)    Further to Section 305 of the Original Indenture, any Global
Note shall be exchangeable for certificated Notes without coupons registered in
the name of, and a transfer of a Global Note may be registered to, any Person
other than the Depositary for such Note or its nominee only (x) as provided in
Section 205(b) or if (y) (i) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Note and no
successor Depositary has been appointed within 90 days after this notice, (ii)
the Depositary at any time ceases to be a Depositary registered under the
Exchange Act at which time the Depositary is required to be so registered to act
as the Depositary and no successor Depositary has been appointed within 90 days
after the Company learns that the Depositary has ceased to be so registered,
(iii) the Company determines in its sole discretion that it will no longer have
the Notes represented by Global Notes or permit any of the Global Note
certificates to be so exchangeable or (iv) an Event of Default with respect to
the Notes under the Indenture has occurred and is continuing. Upon the
occurrence in respect of any Global Note of any or more of the conditions
specified in clause (y) (i), (ii), (iii) or (iv) of the preceding sentence, the
Company will execute, and subject to Article Three of the Original Indenture,
the Trustee, upon written notice from the Company, will authenticate and deliver
the Notes in definitive registered form without coupons, in authorized
denominations in exchange for such Global Note or applicable portion thereof.
Upon exchange of a Global Note as a whole for Notes in definitive registered
form without coupons, in authorized denominations, the Global Note shall be
cancelled by the Trustee. Such Notes in definitive registered form issued in
exchange for the Global Note shall be registered in such names and in such
authorized denominations and delivered as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.


                                       6



         SECTION 206 Interest.

         (a)    Each Note will bear interest initially at the rate of  % per
year (the "Coupon Rate") from the original date of issuance through and
including the day immediately preceding the Reset Effective Date and at the
Reset Rate thereafter until the principal thereof is paid or duly made available
for payment and shall bear interest, to the extent permitted by law, compounded
quarterly, on any overdue principal and premium, if any, and on any overdue
installment of interest at the Coupon Rate through and including the day
immediately preceding the Reset Effective Date and at the Reset Rate thereafter,
payable quarterly in arrears on February 16, May 16, August 16 and November 16
of each year (each, an "Interest Payment Date") commencing on August 16, 2002.
The interest installment so payable, and punctually paid or duly provided for,
on any Interest Payment Date with respect to any Note will, as provided in the
Original Indenture, be paid to the person in whose name the Note (or one or more
Predecessor Securities) is registered at the close of business on the relevant
record date for such interest installment, which shall be the close of business
on the first day of the month (whether or not a Business Day) in which such
Interest Payment Date falls (the "Regular Record Date"). Any such interest
installment not punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holders on such Regular Record Date, and may either be
paid to the person in whose name the Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date to
be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders of the applicable series of
Notes not less than ten days prior to such Special Record Date, or may be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the Original
Indenture.

         (b)    The amount of interest payable for any period will be computed
(i) for any full quarterly period on the basis of a 360-day year of twelve
30-day months and (ii) for any period shorter than a full quarterly period, on
the basis of a 30-day month and, for periods of less than a month, on the basis
of the actual number of days elapsed per 30-day month. If any Interest Payment
Date, redemption date or other date of Maturity of the Notes is not a Business
Day, the payment of the interest payable on that date will be made on the next
day that is a Business Day, without any interest or other payment in respect of
the delay, except that if the next Business Day is in the next calendar year,
then the payment will be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on the scheduled payment date.

         (c)    The principal of, and premium, if any, and the interest on the
Notes shall be payable at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in any coin or
currency of the United States of America which at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered Holder at the close of business on the Regular Record Date at such
address as shall appear in the Security Register or by wire transfer to the
account designated to the Trustee by a prior written notice by such Holder
delivered at least five Business Days prior to the applicable Interest Payment
Date.


                                       7






         SECTION 207 Remarketing and Reset Rate.

         (a)    The interest rate on the Notes will be reset on the Remarketing
Date to the applicable Reset Rate. In the event of a failed remarketing on the
Remarketing Date, the interest rate on the Notes will be reset on a Subsequent
Remarketing Date. In the event that there is a Last Failed Remarketing on the
fifth Business Day immediately preceding August 16, 2005, the interest rate on
the Notes will be reset in accordance with the provisions of Section 207(e).

         (b)(i) The Company shall engage a nationally recognized investment bank
(the "Remarketing Agent") pursuant to the Remarketing Agreement to be mutually
agreed on by the Company, the Agent and the Remarketing Agent, but substantially
as set forth in Exhibit D hereto, to sell the Notes of holders of Equity
Security Units and of Holders of Notes that are not held as part of the Equity
Security Units ("Separate Notes") that have elected to participate in the
remarketing pursuant to the procedures set forth in Section 207(c). On the
seventh Business Day immediately preceding the first Business Day of any
Remarketing Period, the Remarketing Agent shall give Holders of Separate Notes
notice of the remarketing (the form of which notice to be provided by the
Company) in a daily newspaper in the English language of general circulation in
The City of New York, which is expected to be The Wall Street Journal. Pursuant
to the terms of the Purchase Contract Agreement, the Purchase Contract Agent
shall notify, by 10:00 a.m., New York City time, on the third Business Day
preceding the first Business Day of any Remarketing Period, the Remarketing
Agent and the Collateral Agent of the aggregate number of Notes of Equity
Security Unit holders to be remarketed. Pursuant to the terms of the Purchase
Contract Agreement, on the third Business Day immediately preceding the first
Business Day of any Remarketing Period, no later than by 10:00 a.m. New York
City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent
will notify the Remarketing Agent of the aggregate number of Separate Notes to
be remarketed. On the third Business Day immediately preceding the first
Business Day of any Remarketing Period, the Collateral Agent and the Custodial
Agent, pursuant to the terms of the Pledge Agreement, will deliver for
remarketing to the Remarketing Agent all Notes to be remarketed. Pursuant to the
terms of the Remarketing Agreement, upon receipt of such notice from the
Custodial Agent and such Notes from the Collateral Agent and the Custodial
Agent, the Remarketing Agent will, on the Remarketing Date and on any Subsequent
Remarketing Date in accordance with the provisions of Section 207(b)(ii), use
its commercially reasonable best efforts to (x) establish a rate of interest
that, in the opinion of the Remarketing Agent, will, when applied to the Notes
included in the remarketing, enable the then current aggregate market value of
the Notes to have a value equal to approximately, but not less than, 100.50% of
the Remarketing Value as of the Remarketing Date or as of any Subsequent
Remarketing Date, as the case may be (the "Reset Rate") and (y) sell such Notes
on such date at a price equal to approximately, but not less than, 100.50% of
the Remarketing Value. Pursuant to the terms of the Remarketing Agreement, the
Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25
basis points (0.25%) of the total proceeds from the remarketing (the
"Remarketing Fee"). Pursuant to the terms of the Remarketing Agreement, the
Remarketing Agent will use the remaining proceeds from the successful
remarketing to purchase the appropriate U.S. Treasury securities (the "Treasury
Portfolio") (with the CUSIP numbers, if any, selected by the Remarketing Agent)
described in clauses (i) and (ii) of the definition of Remarketing Value related
to the Notes of holders of Equity Security Units that were remarketed. Pursuant
to the terms of the Purchase Contract Agreement, on or prior to the third
Business Day following the Remarketing Date (or in


                                       8




the event that the Notes are not successfully remarketed on the Remarketing
Date, on or prior to the third Business Day immediately following the applicable
Subsequent Remarketing Date), the Remarketing Agent shall deliver such Treasury
Portfolio to the Purchase Contract Agent, which shall thereupon deliver such
Treasury Portfolio to the Collateral Agent. The Collateral Agent, for the
benefit of the Company, will thereupon apply such Treasury Portfolio, in
accordance with the Pledge Agreement, to secure such holders' obligations under
the Purchase Contracts. Pursuant to the terms of the Purchase Contract
Agreement, the Remarketing Agent will remit (1) the portion of the proceeds from
the remarketing attributable to the Separate Notes to the Holders of Separate
Notes that were remarketed and (2) the remaining portion of the proceeds, less
those proceeds used to purchase the Treasury Portfolio, to the holders of the
Equity Security Units that were remarketed, all determined on a pro rata basis,
in each case, net of the remarketing fee, on or prior to the third Business Day
following the Remarketing Date (or in the event that the Notes are not
successfully remarketed on the Remarketing Date, on or prior to the third
Business Day immediately following the applicable Subsequent Remarketing Date
for a successful remarketing). Holders whose Notes are so remarketed will not
otherwise be responsible for the payment of any Remarketing Fee in connection
therewith.

                (ii) Pursuant to the terms of the Remarketing Agreement, if, in
spite of using its commercially reasonable best efforts, the Remarketing Agent
cannot establish the Reset Rate and remarket the Notes included in the
remarketing at a price equal to approximately, but not less than, 100.50% of the
Remarketing Value on the Remarketing Date, the Remarketing Agent will attempt to
again establish the Reset Rate and remarket the Notes included in the
remarketing at a price equal to approximately, but not less than, 100.50% of the
Remarketing Value on each of the two immediately following Business Days.
Pursuant to the terms of the Remarketing Agreement, if the Remarketing Agent
cannot remarket the Notes included in the remarketing at a price equal to
approximately, but not less than, 100.50% of the Remarketing Value on either of
those days, it will attempt to establish the Reset Rate and remarket the Notes
included in the remarketing at a price equal to approximately, but not less
than, 100.50% of the Remarketing Value on each of the three Business Days
immediately preceding July 1, 2005. Pursuant to the terms of the Remarketing
Agreement, if the Remarketing Agent cannot establish the Reset Rate and remarket
the Notes included in the remarketing at a price equal to approximately, but not
less than, 100.50% of the Remarketing Value on any of the three Business Days
immediately preceding July 1, 2005, the Remarketing Agent will further attempt
to establish the Reset Rate and remarket the Notes included in the remarketing
at a price equal to approximately, but not less than, 100.50% of the Remarketing
Value on each of the seventh, sixth and fifth Business Days immediately
preceding the Stock Purchase Date. If the Remarketing Agent cannot establish the
Reset Rate and remarket the Notes included in the remarketing at a price equal
to approximately, but not less than, 100.50% of the Remarketing Value on any of
the Remarketing Date or the two Business Days immediately following the
Remarketing Date, on any of the three Business Days immediately preceding July
1, 2005 or on the seventh or sixth or fifth Business Day immediately preceding
the Stock Purchase Date, the remarketing on each such date will be deemed to
have failed (each, a "Failed Remarketing"). In addition, if, in spite of using
its commercially reasonable best efforts, the Remarketing Agent fails to
remarket the Notes included in the remarketing at 100.50% of the Remarketing
Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New
York City time, on the last Business Day in a Remarketing Period, a "Last Failed
Remarketing" will be deemed to have occurred for that Remarketing Period.
Pursuant to the terms of the Remarketing Agreement, within three


                                       9






Business Days following the date of any Last Failed Remarketing, the Remarketing
Agent shall return any Notes delivered to it to the Collateral Agent. In the
event of a Last Failed Remarketing on the fifth Business Day immediately
preceding the Stock Purchase Date, (1) the Reset Rate on the Notes will be
determined as set forth in Section 207(e) and (2) an event of default shall be
deemed to have occurred under the Purchase Contract Agreement and the Pledge
Agreement and in accordance with the terms of the Pledge Agreement, the
Collateral Agent, for the benefit of the Company, shall, in respect of the Notes
comprising components of Equity Security Units, exercise its rights as a secured
party with respect to such Notes, including those actions specified in Section
207(b)(iii); provided, that if upon a Last Failed Remarketing on the fifth
Business Day immediately preceding the Stock Purchase Date, the Collateral Agent
delivers a Note to the Company in full satisfaction of the Equity Security Unit
holder's obligation under the related Purchase Contract, any accrued and unpaid
interest on such Note will become payable by the Company to the Purchase
Contract Agent for payment to the holder of the Equity Security Units to which
such Note relates. Such payment will be made by the Company on or prior to 11:00
a.m., New York City time, on the Stock Purchase Date in lawful money of the
United States of America by certified or cashier's check or wire transfer in
immediately available funds payable to or upon the order of the Purchase
Contract Agent. Pursuant to the terms of the Purchase Contract Agreement, the
Company will cause a notice of any Last Failed Remarketing to be published on
the fourth Business Day following the last Business Day comprising the related
Remarketing Period in a daily newspaper in the English language of general
circulation in The City of New York, which is expected to be The Wall Street
Journal. The Company will also release this information by means of Bloomberg
and Reuters newswire. In addition, the Company will request, not later than
seven nor more than 15 calendar days prior to any Remarketing Period, that the
Depositary notify its participants holding Notes of the remarketing.

                (iii) With respect to any Notes that constitute part of Equity
Security Units that are subject to a Last Failed Remarketing on the fifth
Business Day immediately preceding the Stock Purchase Date, the Collateral Agent
for the benefit of the Company reserves all of its rights as a secured party
with respect thereto and, subject to applicable law and Section 5.4(e) of the
Purchase Contract Agreement, may, among other things, permit the Company to
cause the Notes to be sold or to retain and cancel such Notes, in either case,
in full satisfaction of the Equity Security Unit holders' obligations under the
Purchase Contracts.

                (iv) The right of each Holder of Pledged Notes or Separate Notes
to have Notes included in any remarketing shall be limited to the extent that
(i) the Remarketing Agent conducts a remarketing on the Remarketing Date or on
any Subsequent Remarketing Date, as the case may be, pursuant to the terms of
the Remarketing Agreement, (ii) the Notes included in a remarketing have not
been called for redemption, (iii) the Remarketing Agent is able to find a
purchaser or purchasers for the Notes included in a remarketing at a Reset Rate
such that the then current aggregate market value of the Notes is equal to
approximately, but not less than, 100.50% of the Remarketing Value, and (iv)
such purchaser or purchasers deliver the purchase price therefor to the
Remarketing Agent as and when required.

         In accordance with the Depositary's normal procedures, the transactions
described above with respect to each Note tendered for purchase and sold in any
successful remarketing shall be executed through the Depositary, and the
accounts of the respective Clearing Agency Participants shall be debited and
credited and such Notes delivered by book entry as necessary to



                                       10






effect purchases and sales of such Notes. The Depositary shall make payment in
accordance with its normal procedures.

         If any Holder selling Notes in any successful remarketing fails to
deliver such Notes, the Clearing Agency Participant of such selling Holder and
of any other Person that was to have purchased Notes in such successful
remarketing may deliver to any such other Person an aggregate principal amount
of Notes that is less than the aggregate principal amount of Notes that
otherwise was to be purchased by such Person. In such event, the aggregate
principal amount of Notes to be so delivered shall be determined by such
Clearing Agency Participant, and delivery of such lesser aggregate principal
amount of Notes shall constitute good delivery.

         The Remarketing Agent is not obligated to purchase any Notes in any
remarketing or otherwise. Neither the Trustee, the Company nor the Remarketing
Agent shall be obligated in any case to provide funds to make payment upon
tender of Notes for remarketing.

         The tender and settlement procedures set forth in this Section 207(b),
including provisions for payment by purchasers of Notes in any successful
remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Depositary or if
the book-entry system is no longer available for the Notes at the time of any
successful remarketing, to facilitate the tendering and remarketing of Notes in
certificated form. In addition, the Remarketing Agent may, notwithstanding any
provision to the contrary set forth herein, modify the settlement procedures set
forth herein in order to facilitate the settlement process.

         (c)    Prior to 11:00 a.m., New York City time, on the fourth Business
Day immediately preceding the first Business Day of a remarketing period,
Holders of Separate Notes may elect to have their Notes participate in the
remarketing by delivering their Notes along with a notice of such election
(substantially in the form of Exhibit C to the Pledge Agreement) to the
Collateral Agent (in its capacity as Custodial Agent). The Collateral Agent (in
its capacity as Custodial Agent) will hold these Notes in an account separate
from the collateral account in which the securities pledged to secure the
Holders' obligations under the Purchase Contracts will be held. Holders of
Separate Notes electing to have their Notes remarketed will also have the right
to withdraw that election on or prior to the fifth Business Day immediately
preceding the first day of the relevant remarketing period by delivering a
notice of such election (substantially in the form of Exhibit D to the Pledge
Agreement) to the Collateral Agent (in its capacity as Custodial Agent).

         (d)    In the event that the Reset Rate is established on a Remarketing
Date or a Subsequent Remarketing Date, the Remarketing Agent will advise the
Depositary, the Trustee and the Company of the Reset Rate by approximately 4:30
p.m., New York City time, on such date. The Company will, on the second Business
Day immediately preceding the Reset Effective Date or as soon as is practicable
thereafter, cause a notice of the Reset Rate applicable to the Notes to be
published in a daily newspaper in the English language of general circulation in
The City of New York, which is expected to be The Wall Street Journal. The
Company will also release this information by such date by means of Bloomberg
and Reuters newswire.


                                       11





         (e)    In the event of a Last Failed Remarketing on the fifth Business
Day immediately preceding the Stock Purchase Date, the Reset Rate shall be
determined as follows. In accordance with the provisions of the Remarketing
Agreement, the Remarketing Agent shall establish the Reset Rate by taking the
average of the interest rates quoted to it by three nationally recognized
investment banks selected by the Company, which are underwriters or dealers in
debt securities similar to the Notes, that in its judgment reflect an accurate
market rate of interest applicable to the Notes at that time. Following receipt
of these quotes, the Remarketing Agent will have the right, in its sole
judgment, to either recalculate the average based on only two of the quoted
interest rates if one of the three quotes, in the Remarketing Agent's sole
discretion, does not reflect market conditions or, alternatively, determine a
consensus among the investment banks rather than a strict mathematical average
by taking into account relevant qualitative and quantitative factors. These
factors may include, but shall not be limited to, maturity of the Notes, the
Company's credit rating and the Company's credit risk and the credit rating and
credit risk of companies in similar industries, the then yield to maturity of
the Notes and the state of the market for primary and secondary sales of similar
debt securities. If for whatever reason the Remarketing Agent is unable to
establish the Reset Rate in accordance with the foregoing procedures, the Reset
Rate shall be rate of interest payable on the Notes on their original date of
issue.

         In accordance with the provisions of the Remarketing Agreement, the
Remarketing Agent will advise the Depositary, the Trustee and the Company of the
Reset Rate by approximately 4:30 p.m., New York City time, on August 16, 2005.
The Company shall, on the following Business Day or as soon as is practicable
thereafter, cause a notice of the Reset Rate to be published in a daily
newspaper in the English language of general circulation in The City of New
York. The Company will also release this information by such date by means of
Bloomberg and Reuters newswire.

         (f)    The Reset Rate established pursuant to the terms of this Section
207 shall be effective as of the Reset Effective Date.

         SECTION 208 Redemption.

         The Notes are not subject to repayment at the option of the Holders
thereof. If a Tax Event shall occur and be continuing, the Company may, at its
option, redeem the Notes, in whole but not in part, at any time at a price per
Note equal to the Redemption Price. Installments of interest on Notes which are
due and payable on or prior to the Tax Event Redemption Date will be payable to
Holders of the Notes registered as such at the close of business on the relevant
Regular Record Dates. If, following the occurrence of a Tax Event prior to the
earlier of (i) a successful remarketing of the Notes pursuant to the Remarketing
Agreement or (ii) the Stock Purchase Date, the Company exercises its option to
redeem the Notes, the Company shall appoint the Quotation Agent to assemble the
Tax Event Treasury Portfolio.

         Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the Tax Event Redemption Date to each registered Holder of
Notes to be redeemed at its registered address. Payment of the Redemption Price
to each Holder of Notes shall be made by the Company no later than 12:00 noon,
New York City time, on the Tax Event Redemption Date, by check or wire transfer
in immediately available funds at such place and to such account as


                                       12


may be designated by each such Holder of Notes, including the Custodial Agent or
the Collateral Agent, as the case may be. Unless the Company defaults in payment
of the Redemption Price, on and after the Tax Event Redemption Date interest
shall cease to accrue on the Notes. In the event any Notes are called for a Tax
Event Redemption, on and after the date notice is given or deemed given in
accordance with the Original Indenture, neither the Company nor the Trustee will
be required to register the transfer of or exchange the Notes to be redeemed.

         Except as modified hereby or in the form of the Notes, redemptions
shall be effected in accordance with Article Eleven of the Original Indenture.

         SECTION 209 Sinking Fund.  The Notes are not subject to any sinking
fund.

         SECTION 210 Other Provisions.

         (a)    Each Note will initially be pledged to secure the Holder's
obligations under the Purchase Contract, pursuant to the terms and conditions
set forth in the Pledge Agreement.

         (b)    The Company agrees, and by acceptance of a beneficial ownership
interest in the Notes, each beneficial owner of Notes will be deemed to have
agreed (1) to treat the acquisition of an Equity Security Unit as the
acquisition of the Note and the Purchase Contract constituting the Equity
Security Unit and to allocate the purchase price of the Equity Security Unit
between the Note and the Purchase Contract as $25 and $0, respectively, (2) to
treat the Notes as indebtedness that is subject to Treas. Reg. Sec. 1.1275-4
(the "Contingent Payment Regulations") for United States federal income tax
purposes and (3) to be bound by the Company's determination of the "comparable
yield" and "projected payment schedule," within the meaning of the Contingent
Payment Regulations, with respect to the Notes for United States federal income
tax purposes. A Holder of Notes may obtain the amount of original issue
discount, issue date, yield to maturity, comparable yield and projected payment
schedule by submitting a written request for it to the Company at the following
address: DTE Energy Company, 2000 2nd Avenue, Detroit, Michigan 48226-1279,
Attn:  .

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

         SECTION 211 Form of Notes.  Attached hereto as Exhibit A is the form of
the Notes.

                                 ARTICLE THREE

                            MISCELLANEOUS PROVISIONS

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


                                       13




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

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

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


                                       14





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

                                            DTE ENERGY COMPANY




                                            By: ____________________________
                                                Name:
                                                Title:


ATTEST:




By: _________________________


                                            THE BANK OF NEW YORK



                                            By: ____________________________

                                                Name:
                                                Title:  Vice President


ATTEST:



By: _________________________





                                       15





                                                                       EXHIBIT A

                                  FORM OF NOTE

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

                               DTE ENERGY COMPANY
                             % SENIOR NOTES DUE 2007

CUSIP NO.: 233331404                                                      $
Number: R-

         DTE Energy Company, a Michigan corporation (the "Company", which term
includes any successor corporation under the Indenture hereafter referred to),
for value received, hereby promises to pay to [For inclusion in Global Notes
only -- Cede & Co.] [For inclusion in Pledged Note -- The Bank of New York, as
Purchase Contract Agent pursuant to the Purchase Contract Agreement (as defined
below)] or registered assigns, the principal sum of $_______ or such other
principal sum as is reflected in the Schedule of Increases or Decreases attached
hereto on August 16, 2007, and to pay interest thereon from  , 2002, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly in arrears on February 16, May 16, August 16 and
November 16 of each year (each, an "Interest Payment Date"), commencing August
16, 2002; initially at the rate of  % per annum through and including the day
immediately preceding the Reset Effective Date and at the Reset Rate thereafter
until the principal hereof shall have been paid or duly made available for
payment and, to the extent permitted by law, to pay interest, compounded
quarterly, on any overdue principal and premium, if any, and on any overdue
installment of interest at the rate per year of  % through and including the day
immediately preceding the Reset Effective Date and at the Reset Rate thereafter.
The amount of interest payable for any period will be computed (1) for any full
quarterly period on the basis of a 360-day year of twelve 30-day months and (2)
for any period shorter than a full quarterly period, on the basis of a 30-day
month and (3) for periods of less than a month, on the basis of the actual
number of days elapsed per 30-day month.


                                      A-1




         In the event that any date on which interest or principal is payable on
this Note is not a Business Day, then payment of interest or principal payable
on such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if the Business Day is in the next succeeding calendar year, then the
payment will be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such payment date. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date with respect to this Note will, as provided in the
Indenture (as defined below), be paid to the person in whose name this Note (or
one or more Predecessor Securities, as defined in the Indenture) is registered
at the close of business on the Regular Record Date for such interest
installment which shall be the close of business on the first day of the month
(whether or not a Business Day) in which such Interest Payment Date falls (the
"Regular Record Date").

         Any such interest installment not punctually paid or duly provided for
shall forthwith cease to be payable to the registered Holders on such Regular
Record Date, and may either be paid to the person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered Holders of the Notes
not less than ten days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
The principal of, and premium, if any, and the interest on the Notes shall be
payable at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, in any coin or currency of the
United States of America which at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the registered
Holder at the close of business on the Regular Record Date at such address as
shall appear in the Security Register or by wire transfer to the account
designated to the Trustee by a prior written notice by such Holder delivered at
least five Business Days prior to the applicable Interest Payment Date.
Notwithstanding anything else contained herein, if this Note is a Global Note
and is held in book-entry form through the facilities of the Depositary,
payments on this Note will be made to the Depositary or its nominee in
accordance with arrangements then in effect between the Trustee and the
Depositary.

         Notwithstanding anything herein or in the Indenture to the contrary,
the Reset Rate shall in no event exceed the maximum rate, if any, permitted by
applicable law.

This Note is one of a duly authorized series of Securities of the Company,
designated as the "   % Senior Notes due 2007" (the "Notes"), initially limited
to an aggregate principal amount of $  (or   if the underwriters' over-allotment
option pursuant to the Underwriting Agreement is exercised in full) (except for
Notes authenticated and delivered upon transfer of, or in exchange for, or in
lieu of other Notes, and except as further provided in the Indenture), all
issued or to be issued under and pursuant to an Amended and Restated Indenture,
dated as of April 9, 2001, as supplemented by the Sixth Supplemental Indenture
dated as of  , 2002 (together, as amended, supplemented or modified, the
"Indenture"), duly executed and delivered between the Company and The Bank of
New York, a New York banking corporation, as Trustee (herein referred to as the
"Trustee", which term includes any successor trustee under the



                                      A-2



Indenture), to which Indenture reference is hereby made for a description of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the registered Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered.

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

         The Notes shall be redeemable in whole, but not in part, at any time at
the option of the Company if a Tax Event occurs and is continuing at a price per
Note equal to the Redemption Price. Subject to the terms of the Purchase
Contract Agreement and the Pledge Agreement with respect to Notes comprising
part of the Equity Security Units, the Redemption Price shall be paid to or on
behalf of each Holder of the Notes by the Company, no later than 12:00 noon, New
York City time, on the Tax Event Redemption Date, by check or wire transfer in
immediately available funds, at such place and to such account as may be
designated by each such Holder, including the Custodial Agent or the Collateral
Agent.

         Notice of any redemption must be given at least 30 days but not more
than 60 days before the Tax Event Redemption Date to each Holder of Notes to be
redeemed at its registered address. If money sufficient to pay the Redemption
Price of the Notes to be redeemed on the Tax Event Redemption Date is deposited
on or before the Tax Event Redemption Date and the other conditions set forth in
the Indenture are satisfied, then on and after such date, interest will cease to
accrue on the Notes called for redemption.

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof and accrued interest hereon 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 permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of a
majority of the aggregate principal amount of all Notes issued under the
Indenture at the time outstanding and affected thereby; provided, however, that
no such amendment shall without the consent of the Holder of each Note so
affected, among other things (i) change the stated maturity of the principal of,
or any installment of principal of or interest on any Notes of any series, or
reduce the principal amount thereof, or reduce the rate of interest thereon, or
reduce any premium payable upon the redemption thereof or (ii) reduce the
percentage of Notes, the Holders of which are required to consent to any
amendment or waiver or for certain other matters as set forth in the Indenture.
The Indenture also contains provisions permitting (i) the registered Holders of
66 2/3% in aggregate principal amount of the Securities of each series at the
time outstanding affected thereby, on behalf of the registered Holders of the
Securities of such series, to waive compliance by the Company with certain
provisions of the



                                      A-3



Indenture and (ii) the registered Holders of not less than a majority in
aggregate principal amount of the Securities of any series at the time
outstanding affected thereby, on behalf of the registered Holders of the
Securities of such series, to waive certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the registered Holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such registered Holder and upon all future registered Holders and
owners of this Note and of any Note issued in exchange hereof or in place hereof
(whether by registration of transfer or otherwise), irrespective of whether or
not any notation of such consent or waiver is made upon this Note.

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

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

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

         The Notes of this series are issuable only in fully registered form
without coupons in denominations of $25 and any integral multiple thereof.
[insert in the case of Global Notes - 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



                                      A-4




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
premium, if any, or any interest on this Note on or after the respective due
dates expressed herein.

         No recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, stockholder, officer, director or
employee of the Company or the Trustee or of any predecessor or successor of the
Company or the Trustee with respect to the Company's obligations on the
Securities or the obligations of the Company or the Trustee under the Indenture
or any certificate or other writing delivered in connection therewith.

         By acceptance of a beneficial ownership interest in this Note, each
beneficial owner of this Note will be deemed to have agreed (1) to treat the
acquisition of an Equity Security Unit as the acquisition of this Note and the
Purchase Contract constituting the Equity Security Unit and to allocate the
purchase price of the Equity Security Unit between this Note and the Purchase
Contract as $25 and $0, respectively, (2) to treat this Note as indebtedness
that is subject to the Contingent Payment Regulations for United States federal
income tax purposes and (3) to be bound by the Company's determination of the
"comparable yield" and "projected payment schedule," within the meaning of the
Contingent Payment Regulations, with respect to this Note for United States
federal income tax purposes. A Holder of this Note may obtain the amount of
original issue discount, issue date, yield to maturity, comparable yield and
projected payment schedule by submitting a written request for it to the Company
at the following address: DTE Energy Company, 2000 2nd Avenue, Detroit, Michigan
48226-1279, Attn:  .

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

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

         Unless the Certificate of Authentication hereon has been manually
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.




                                      A-5






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

                                            DTE ENERGY COMPANY


                                            By_____________________________

Date:


Attest:


By_______________________________________



                          CERTIFICATE OF AUTHENTICATION

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

                                            THE BANK OF NEW YORK
                                              as Trustee


                                            By_____________________________
                                                Authorized Signatory
Date:



                                      A-6




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




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





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

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

Dated:________________________

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


                                      A-7



               [TO BE ATTACHED TO GLOBAL NOTES AND PLEDGED NOTES]
                       SCHEDULE OF INCREASES OR DECREASES

         The following increases or decreases in this [Global Note] [Pledged
Note] have been made:





                           AMOUNT OF INCREASE      AMOUNT OF DECREASE     PRINCIPAL AMOUNT OF         SIGNATURE OF
                              IN PRINCIPAL            IN PRINCIPAL         NOTE EVIDENCED BY       AUTHORIZED OFFICER
                             AMOUNT OF NOTE          AMOUNT OF NOTE        THE [GLOBAL NOTE]          OF TRUSTEE OR
                            EVIDENCED BY THE        EVIDENCED BY THE        [PLEDGED NOTE]        SECURITIES CUSTODIAN
                              [GLOBAL NOTE]          [GLOBAL NOTE]          FOLLOWING SUCH
          DATE               [PLEDGED NOTE]          [PLEDGED NOTE]      DECREASE OR INCREASE
- -------------------       -------------------      ------------------    --------------------     --------------------
                                                                                      







                                      A-8




                                                                       EXHIBIT B



                                PLEDGE AGREEMENT






                                      B-1






                                                                       EXHIBIT C



                           PURCHASE CONTRACT AGREEMENT





                                      C-1




                                                                       EXHIBIT D





                              REMARKETING AGREEMENT






                                      D-1

EX-5

                                                                       EXHIBIT 5









                               DTE ENERGY COMPANY

                                       AND

                              THE BANK OF NEW YORK,

                           AS PURCHASE CONTRACT AGENT

                           PURCHASE CONTRACT AGREEMENT



                            Dated as of June -, 2002.








                                TABLE OF CONTENTS



                                                                                                               PAGE

                                                       ARTICLE I.

                              DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


                                                                                                       
SECTION 1.1                Definitions............................................................................1


SECTION 1.2                Compliance Certificates And Opinions..................................................12


SECTION 1.3                Form Of Documents Delivered To Agent..................................................13


SECTION 1.4                Acts Of Holders; Record Dates.........................................................14


SECTION 1.5                Notices...............................................................................15


SECTION 1.6                Notice To Holders; Waiver.............................................................16


SECTION 1.7                Effect Of Headings And Table Of Contents..............................................16


SECTION 1.8                Successors And Assigns................................................................16


SECTION 1.9                Separability Clause...................................................................16


SECTION 1.10               Benefits Of Agreement.................................................................16


SECTION 1.11               Governing Law.........................................................................17


SECTION 1.12               Legal Holidays........................................................................17


SECTION 1.13               Counterparts..........................................................................17


SECTION 1.14               Inspection Of Agreement...............................................................17


                                                     ARTICLE II.


                                                 CERTIFICATE FORMS


SECTION 2.1                Forms Of Certificates Generally.......................................................18


SECTION 2.2                Form Of Agent's Certificate Of Authentication.........................................19







                                       i



                                TABLE OF CONTENTS
                                   (CONTINUED)




                                                                                                               PAGE
                                                                                                       

                                                    ARTICLE III.

                           THE EQUITY SECURITY UNITS AND STRIPPED EQUITY SECURITY UNITS

SECTION 3.1                Title And Terms; Denominations........................................................19


SECTION 3.2                Rights And Obligations Evidenced By The Certificates..................................19


SECTION 3.3                Execution, Authentication, Delivery And Dating........................................20


SECTION 3.4                Temporary Certificates................................................................21


SECTION 3.5                Registration; Registration Of Transfer And Exchange...................................22


SECTION 3.6                Book-Entry Interests..................................................................23


SECTION 3.7                Notices To Holders....................................................................24


SECTION 3.8                Appointment Of Successor Clearing Agency..............................................24


SECTION 3.9                Definitive Certificates...............................................................24


SECTION 3.10               Mutilated, Destroyed, Lost And Stolen Certificates....................................24


SECTION 3.11               Persons Deemed Owners.................................................................25


SECTION 3.12               Cancellation..........................................................................26


SECTION 3.13               Establishment Of Stripped Equity Security Units.......................................26


SECTION 3.14               Reestablishment Of Equity Security Units..............................................28


SECTION 3.15               Transfer Of Collateral Upon Occurrence Of Termination Event...........................29


SECTION 3.16               No Consent To Assumption..............................................................30


                                                     ARTICLE IV.

                                                     THE NOTES


SECTION 4.1                Payment Of Interest; Rights To Interest Payments Preserved; Notice....................30


SECTION 4.2                Notice And Voting.....................................................................31

SECTION 4.3                Tax Event Redemption..................................................................32






                                       ii



                               TABLE OF CONTENTS
                                   (CONTINUED)





                                                                                                               PAGE
                                                                                                       
                                                      ARTICLE V.

                                      THE PURCHASE CONTRACTS; THE REMARKETING


SECTION 5.1                Purchase Of Shares Of Common Stock....................................................33


SECTION 5.2                Contract Adjustment Payments..........................................................35


SECTION 5.3                Deferral Of Contract Adjustment Payments..............................................36


SECTION 5.4                Payment Of Purchase Price; Remarketing................................................37


SECTION 5.5                Issuance Of Shares Of Common Stock....................................................42


SECTION 5.6                Adjustment Of Settlement Rate.........................................................42


SECTION 5.7                Notice Of Adjustments And Certain Other Events........................................48


SECTION 5.8                Termination Event; Notice.............................................................49


SECTION 5.9                Early Settlement......................................................................49


SECTION 5.10               Early Settlement Upon Merger..........................................................51


SECTION 5.11               Charges And Taxes.....................................................................53


SECTION 5.12               No Fractional Shares..................................................................54


SECTION 5.13               Registration Statement and Prospectus.................................................54


                                                     ARTICLE VI.

                                                      REMEDIES


SECTION 6.1                Unconditional Right Of Holders To Purchase Common Stock...............................54


SECTION 6.2                Restoration Of Rights And Remedies....................................................55


SECTION 6.3                Rights And Remedies Cumulative........................................................55


SECTION 6.4                Delay or Omission Not Waiver..........................................................55

SECTION 6.5                Undertaking For Costs.................................................................55

SECTION 6.6                Waiver Of Stay Or Extension Laws......................................................55





                                      iii

                               TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                               PAGE

                                                                                                        
                                                   ARTICLE VII.

                                                    THE AGENT


SECTION 7.1                Certain Duties, Rights And Immunities.................................................56


SECTION 7.2                Notice Of Default.....................................................................58


SECTION 7.3                Certain Rights Of Agent...............................................................58


SECTION 7.4                Not Responsible For Recitals, Etc.....................................................59


SECTION 7.5                May Hold Equity Security Units and Stripped Equity Security Units And Other
                           Dealings..............................................................................59


SECTION 7.6                Money Held In Custody.................................................................59


SECTION 7.7                Compensation And Reimbursement........................................................59


SECTION 7.8                Corporate Agent Required; Eligibility.................................................60


SECTION 7.9                Resignation And Removal; Appointment Of Successor.....................................60


SECTION 7.10               Acceptance Of Appointment By Successor................................................61


SECTION 7.11               Merger, Conversion, Consolidation Or Succession To Business...........................62


SECTION 7.12               Preservation Of Information; Communications To Holders................................62


SECTION 7.13               Failure to Act........................................................................62


SECTION 7.14               No Obligations Of Agent...............................................................63


SECTION 7.15               Tax Compliance........................................................................63







                                       iv


                               TABLE OF CONTENTS
                                   (CONTINUED)





                                                                                                               PAGE
                                                                                                       
                                                   ARTICLE VIII.

                                             SUPPLEMENTAL AGREEMENTS


SECTION 8.1                Supplemental Agreements Without Consent Of Holders....................................64

SECTION 8.2                Supplemental Agreements With Consent Of Holders.......................................64


SECTION 8.3                Execution Of Supplemental Agreements..................................................65


SECTION 8.4                Effect Of Supplemental Agreements.....................................................65


SECTION 8.5                Reference To Supplemental Agreements..................................................66


                                                  ARTICLE IX.

                                  CONSOLIDATION, MERGER, SALE OR CONVEYANCE


SECTION 9.1                Covenant Not To Merge, Consolidate, Sell Or Convey Property Except Under
                           Certain Conditions....................................................................66


SECTION 9.2                Rights And Duties Of Successor Corporation............................................66


SECTION 9.3                Opinion Of Counsel Given To Agent.....................................................67


                                                       ARTICLE X.

                                                       COVENANTS


SECTION 10.1               Performance Under Purchase Contracts..................................................67


SECTION 10.2               Maintenance Of Office Or Agency.......................................................67


SECTION 10.3               Company To Reserve Common Stock.......................................................68


SECTION 10.4               Covenants As To Common Stock..........................................................68


SECTION 10.5               Statements Of Officer Of The Company As To Default....................................68



Exhibit A -   Form of Equity Security Unit Certificate
Exhibit B -   Form of Stripped Equity Security Unit Certificate
Exhibit C -   Instruction from Purchase Contract Agent to Collateral Agent
              (Collateral Substitution)
Exhibit D -   Instruction to Purchase Contract Agent
              (Collateral Substation)
Exhibit E -   Notice to Settle by Separate Cash
Exhibit F -   Form of Remarketing Agreement



                                       v





         PURCHASE CONTRACT AGREEMENT (the "Agreement"), dated as of June - ,
2002, between DTE ENERGY COMPANY, a Michigan corporation (the "Company"), and
The Bank of New York, a New York banking corporation, acting as purchase
contract agent for the Holders of Equity Security Units and Stripped Equity
Security Units from time to time (the "Agent").

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Agreement and the Certificates evidencing the Equity Security Units and Stripped
Equity Security Units.

         All things necessary to make the Purchase Contracts, when the
Certificates are executed by the Company and authenticated, executed on behalf
of the Holders and delivered by the Agent, as provided in this Agreement, the
valid obligations of the Company, and to constitute this Agreement a valid
agreement of the Company, in accordance with its terms, have been done.

                                   WITNESSETH:

         For and in consideration of the premises and the purchase of the Equity
Security Units by the Holders thereof, it is mutually agreed as follows:

                                   ARTICLE I.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.1 Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

                  (a) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular, and nouns and pronouns of the masculine gender include the
         feminine and neuter genders;

                  (b) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in the United States;

                  (c) the words "herein," "hereof" and "hereunder" and other
         words of similar import refer to this Agreement as a whole and not to
         any particular Article, Section or other subdivision; and

                  (d) the following terms have the meanings given to them in
         this Section 1.1(d):

         "Act" when used with respect to any Holder, has the meaning specified
in Section 1.4.

         "Affiliate" has the same meaning as given to that term in Rule 405
promulgated under the Securities Act or any successor rule thereunder.







         "Agent" means the Person named as the "Agent" in the first paragraph of
this instrument until a successor Agent shall have become such pursuant to the
applicable provisions of this Agreement, and thereafter "Agent" shall mean such
Person.

         "Agreement" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more agreements
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "Applicable Market Value" has the meaning specified in Section 5.1(c).

         "Applicable Ownership Interest" means, with respect to an Equity
Security Unit and the Treasury Securities in the Treasury Portfolio or the Tax
Event Treasury Portfolio, (A) a 1/40, or 2.5%, undivided beneficial ownership
interest in a $1,000 principal or interest amount of a principal or interest
strip in a U.S. Treasury security included in such Treasury Portfolio or Tax
Event Treasury Portfolio that matures on the Business Day immediately preceding
the Stock Purchase Date and (B) for the scheduled interest Payment Date on the
Notes that occurs on the Stock Purchase Date, in the case of the Treasury
Portfolio, or for each scheduled interest Payment Date on the Notes that occurs
after the Tax Event Redemption Date and on or before the Stock Purchase Date, in
the case of the Tax Event Treasury Portfolio, a - % undivided beneficial
ownership interest in a $1,000 principal or interest amount of a principal or
interest strip in a U.S. Treasury security included in the Treasury Portfolio or
the Tax Event Treasury Portfolio that matures on the Business Day immediately
preceding the applicable interest Payment Date or Dates.

         "Applicants" has the meaning specified in Section 7.12(b).

         "Bankruptcy Code" means Title 11 of the United States Code, or any
other law of the United States that from time to time provides a uniform system
of bankruptcy laws.

         "Beneficial Owner" means, with respect to a Book-Entry Interest, a
Person who is the beneficial owner of such Book-Entry Interest as reflected on
the books of the Clearing Agency or on the books of a Person maintaining an
account with such Clearing Agency (directly as a Clearing Agency Participant or
as an indirect participant, in each case in accordance with the rules of such
Clearing Agency).

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board.

         "Board Resolution" means (i) a copy of a resolution certified by the
Secretary or the Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, (ii) a copy of a unanimous written consent of the Board of
Directors or (iii) a certificate signed by the authorized officer or officers to
whom the Board of Directors has delegated its authority, and in each case,
delivered to the Agent.

         "Book-Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 3.6.



                                       2



         "Business Day" means any day other than a Saturday, Sunday or any other
day on which banking institutions and trust companies in The State of New York
or at a place of payment are authorized or required by law, regulation or
executive order to be closed.

         "Capital Stock" means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated, whether voting or non-voting) corporate stock or similar
interests in other types of entities.

         "Cash Merger" has the meaning set forth in Section 5.10.

         "Cash Settlement" has the meaning set forth in Section 5.4(a).

         "Certificate" means an Equity Security Unit Certificate or a Stripped
Equity Security Unit Certificate.

         "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as a
depositary for the Equity Security Units and Stripped Equity Security Units and
in whose name, or in the name of a nominee of that organization, shall be
registered a Global Certificate and which shall undertake to effect book-entry
transfers and pledges of the Equity Security Units and Stripped Equity Security
Units.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing Price" has the meaning specified in Section 5.1(c).

         "Collateral" has the meaning specified in Section 2.1(a) of the Pledge
Agreement.

         "Collateral Agent" means The Bank of New York, a New York banking
corporation, as Collateral Agent under the Pledge Agreement until a successor
Collateral Agent shall have become such pursuant to the applicable provisions of
the Pledge Agreement, and thereafter "Collateral Agent" shall mean the Person
who is then the Collateral Agent thereunder.

         "Collateral Substitution" has the meaning specified in Section 3.13(a).

         "Common Stock" means the common stock, without par value, of the
Company.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor shall have become such pursuant
to the applicable provision of this Agreement, and thereafter "Company" shall
mean such successor.

         "Constituent Person" has the meaning specified in Section 5.6(b).

         "Contract Adjustment Payments" means, in the case of Equity Security
Units and Stripped Equity Security Units, the amount payable by the Company in
respect of each Purchase Contract constituting a part of such Equity Security
Units or Stripped Equity Security Units, equal to       % per year of the Stated
Amount, in each case computed (1) for any full quarterly


                                       3


period on the basis of a 360-day year of twelve 30-day months and (2) for any
period shorter than a full quarterly period, on the basis of a 30-day month and
for periods less than a month, on the basis of the actual number of days elapsed
per 30-day month, plus any Deferred Contract Adjustment Payments accumulated
pursuant to Section 5.3.

         "Corporate Trust Office" means the office of the Agent at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at One Wall Street - 27th Floor, New
York, New York 10286.

         "Corporation" includes corporations, limited liability companies, and
except for purposes of Article IX, associations, companies and business trusts.

         "Coupon Rate" means the percentage rate per annum at which each Note
will bear interest initially.

         "Current Market Price" has the meaning specified in Section 5.6(a)(8).

         "Custodial Agent" means The Bank of New York, a New York banking
corporation, as Custodial Agent under the Pledge Agreement until a successor
Custodial Agent shall have become such pursuant to the applicable provisions of
the Pledge Agreement, and thereafter "Custodial Agent" shall mean the Person who
is then the Custodial Agent thereunder.

         "Deferred Contract Adjustment Payments" has the meaning specified in
Section 5.3.

         "Depositary" means, initially, DTC, until another Clearing Agency
becomes its successor.

         "DTC" means The Depository Trust Company, the initial Clearing Agency.

         "Early Settlement" has the meaning specified in Section 5.9(a).

         "Early Settlement Amount" has the meaning specified in Section 5.9(a).

         "Early Settlement Date" has the meaning specified in Section 5.9(a).

         "Early Settlement Rate" has the meaning specified in Section 5.9(b).

         "Equity Security Units" means the collective rights and obligations of
a Holder of an Equity Security Unit Certificate in respect of a Note or the
appropriate Applicable Ownership Interest in the Treasury Portfolio or the Tax
Event Treasury Portfolio, as the case may be, subject in each case to the Pledge
thereof, and the related Purchase Contract.

         "Equity Security Unit Certificate" means a certificate evidencing the
rights and obligations of a Holder in respect of the number of Equity Security
Units specified on such certificate, substantially in the form of Exhibit A
hereto.

         "Equity Security Unit Register" and "Equity Security Units Registrar"
have the respective meanings specified in Section 3.5(a).




                                       4




         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any statute successor thereto, in each case as amended from time to time,
and the rules and regulations promulgated thereunder.

         "Expiration Date" has the meaning specified in Section 1.4(f).

         "Expiration Time" has the meaning specified in Section 5.6(a)(6).

         "Failed Remarketing" has the meaning specified in Section 5.4(b)(ii).

         "Fair Market Value" with respect to securities distributed in a
Spin-Off means (a) in the case of any Spin-Off that is effected simultaneously
with an initial public offering of such securities, the initial public offering
price of those securities, and (b) in the case of any other Spin-Off, the
average of the Sale Prices of those securities over the first 10 Trading Days
after the effective date of such Spin-Off.

         "Global Certificate" means a Certificate that evidences all or part of
the Equity Security Units or Stripped Equity Security Units and is registered in
the name of a Depositary or a nominee thereof.

         "Holder" means the Person in whose name the Equity Security Units or
Stripped Equity Security Units evidenced by an Equity Security Unit Certificate
and/or a Stripped Equity Security Unit Certificate is registered in the related
Equity Security Unit Register and/or the Stripped Equity Security Unit Register,
as the case may be.

         "Indenture" means the Amended and Restated Indenture, dated as of April
9, 2001, between the Company and the Trustee and as further supplemented by any
officers' certificate or supplemental indenture.

         "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Company by the Chairman of the Board, its President, a
Vice-President, its Treasurer, an Assistant Treasurer, its Controller, an
Assistant Controller, its Secretary or an Assistant Secretary and delivered to
the Agent.

         "Last Failed Remarketing" has the meaning specified in Section
5.4(b)(ii).

         "Merger Early Settlement" has the meaning specified in Section 5.10.

         "Merger Early Settlement Amount" has the meaning specified in Section
5.10.

         "Merger Early Settlement Date" has the meaning specified in Section
5.10.

         "Non-electing Share" has the meaning specified in Section 5.6(b).

         "Notes" means the series of senior debt securities of the Company
designated the - % Senior Notes due 2007, to be issued under the Indenture.

         "NYSE" has the meaning specified in Section 5.1.


                                       5


         "Officer's Certificate" means a certificate signed by the Chairman of
the Board, the President, a Vice-President, the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company and delivered to the Agent.

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company or an Affiliate and
who shall be reasonably acceptable to the Agent.

         "Outstanding Units" means, as of the date of determination, all Equity
Security Units and Stripped Equity Security Units evidenced by Certificates
theretofore authenticated, executed and delivered under this Agreement, except:

                           (i) If a Termination Event has occurred, (A) Stripped
                  Equity Security Units and (B) Equity Security Units for which
                  the related Note or the appropriate Applicable Ownership
                  Interest in the Treasury Portfolio or Tax Event Treasury
                  Portfolio, as the case may be, has been theretofore deposited
                  with the Agent in trust for the Holders of such Equity
                  Security Units;

                           (ii) Equity Security Units and Stripped Equity
                  Security Units evidenced by Certificates theretofore cancelled
                  by the Agent or delivered to the Agent for cancellation or
                  deemed cancelled pursuant to the provisions of this Agreement;
                  and

                           (iii) Equity Security Units and Stripped Equity
                  Security Units evidenced by Certificates in exchange for or in
                  lieu of which other Certificates have been authenticated,
                  executed on behalf of the Holder and delivered pursuant to
                  this Agreement, other than any such Certificate in respect of
                  which there shall have been presented to the Agent proof
                  satisfactory to it that such Certificate is held by a bona
                  fide purchaser in whose hands the Equity Security Units or
                  Stripped Equity Security Units evidenced by such Certificate
                  are valid obligations of the Company;

provided, that in determining whether the Holders of the requisite number of the
Equity Security Units or Stripped Equity Security Units have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Equity
Security Units and Stripped Equity Security Units owned by the Company or any
Affiliate of the Company shall be disregarded and deemed not to be outstanding,
except that, in determining whether the Agent shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Equity Security Units and Stripped Equity Security Units that a Responsible
Officer of the Agent knows to be so owned shall be so disregarded. Equity
Security Units or Stripped Equity Security Units so owned that have been pledged
in good faith may be regarded as Outstanding Units if the pledgee establishes to
the satisfaction of the Agent the pledgee's right so to act with respect to such
Equity Security Units or Stripped Equity Security Units and that the pledgee is
not the Company or any Affiliate of the Company.

         "Payment Date" means each February 16, May 16, August 16 and November
16, commencing August 16, 2002.



                                       6



         "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "Pledge" means the pledge under the Pledge Agreement of the Notes, the
Treasury Securities or the appropriate Applicable Ownership Interest in the
Treasury Portfolio or Tax Event Treasury Portfolio constituting a part of the
Equity Security Units, or the Treasury Securities constituting a part of the
Stripped Equity Security Units, property, cash, securities, financial assets and
security entitlements of the Collateral Account (as defined in the Pledge
Agreement) and any proceeds of any of the foregoing.

         "Pledge Agreement" means the Pledge Agreement, dated as of the date
hereof, by and among the Company, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Agent, on its own behalf and as attorney-in-fact
for the Holders from time to time of the Equity Security Units and Stripped
Equity Security Units.

         "Pledged Applicable Ownership Interest in the Tax Event Treasury
Portfolio" has the meaning set forth in Section 2.1(c) of the Pledge Agreement.

         "Pledged Applicable Ownership Interest in the Treasury Portfolio" has
the meaning set forth in Section 2.1(c) of the Pledge Agreement.

         "Pledged Notes" has the meaning set forth in Section 2.1(c) of the
Pledge Agreement.

         "Pledged Treasury Securities" has the meaning set forth in Section
2.1(c) of the Pledge Agreement.

         "Predecessor Certificate" means a Predecessor Equity Security Unit
Certificate or a Predecessor Stripped Equity Security Unit Certificate.

         "Predecessor Equity Security Unit Certificate" of any particular Equity
Security Unit Certificate means every previous Equity Security Unit Certificate
evidencing all or a portion of the rights and obligations of the Company and the
Holder under the Equity Security Units evidenced thereby; and, for the purposes
of this definition, any Equity Security Unit Certificate authenticated and
delivered under Section 3.10 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Equity Security Unit Certificate shall be deemed to
evidence the same rights and obligations of the Company and the Holder as the
mutilated, destroyed, lost or stolen Equity Security Unit Certificate.

         "Predecessor Stripped Equity Security Unit Certificate" of any
particular Stripped Equity Security Unit Certificate means every previous
Stripped Equity Security Unit Certificate evidencing all or a portion of the
rights and obligations of the Company and the Holder under the Stripped Equity
Security Units evidenced thereby; and, for the purposes of this definition, any
Stripped Equity Security Unit Certificate authenticated and delivered under
Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Stripped Equity Security Unit Certificate shall be deemed to evidence the
same rights and obligations of the Company and the Holder as the mutilated,
destroyed, lost or stolen Stripped Equity Security Unit Certificate.




                                       7


         "Purchase Contract," when used with respect to any Equity Security
Units or Stripped Equity Security Units, means the contract forming a part of
such Equity Security Units or Stripped Equity Security Units and obligating the
Company to sell and the Holder of such Equity Security Units or Stripped Equity
Security Units to purchase Common Stock on the terms and subject to the
conditions set forth in Article Five.

         "Purchase Contract Settlement Fund" has the meaning specified in
Section 5.5.

         "Purchase Price" has the meaning specified in Section 5.1.

         "Purchased Shares" has the meaning specified in Section 5.6(a)(6).

         "Quotation Agent" means Salomon Smith Barney Inc. or UBS Warburg LLC,
or their respective successors or any other primary U.S. government securities
dealer in New York City selected by the Company.

         "Record Date" for the distribution payable on any Payment Date means,
as to any Global Certificate, the Business Day immediately preceding such
Payment Date, and as to any other Certificate, the 15th day preceding such
Payment Date.

         "Redemption Amount" means, (A) in the case of a Tax Event Redemption
occurring prior to the earlier of a successful remarketing of the Notes and the
Stock Purchase Date, for each Note the product of (i) the principal amount of
such Note and (ii) a fraction whose numerator is the applicable Tax Event
Treasury Portfolio Purchase Price and whose denominator is the aggregate
principal amount of Notes outstanding on the Tax Event Redemption Date, and (B)
in the case of a Tax Event Redemption occurring on or after the earlier of a
successful remarketing of the Notes and the Stock Purchase Date, for each Note
the principal amount of the Note.

         "Redemption Price" means the redemption price per Note equal to the
Redemption Amount plus any accrued and unpaid interest on such Note to the date
of redemption.

         "Reference Price" has the meaning specified in Section 5.1(a)(ii).

         "Register" means the Equity Security Unit Register or the Stripped
Equity Security Unit Register, as applicable.

         "Registrar" means the Equity Security Unit Registrar or the Stripped
Equity Security Unit Registrar, as applicable.

         "Remarketing Agent" has the meaning specified in Section 5.4(b)(i).

         "Remarketing Agreement" means the Remarketing Agreement entered into by
and among the Company, the Remarketing Agent and the Agent.

         "Remarketing Date" means the third Business Day immediately preceding
May 16, 2005.

         "Remarketing Fee" has the meaning specified in Section 5.4(b)(i).




                                       8



         "Remarketing Period" means any of the following three Business Day
periods: (i) the Remarketing Date and each of the two immediately succeeding
Business Days; (ii) the three Business Days immediately preceding July 1, 2005;
or (iii) the seventh, sixth and fifth Business Days immediately preceding August
16, 2005.

         "Remarketing Value" means the sum of

                           (i) the value at the Remarketing Date or any
                  Subsequent Remarketing Date, as the case may be, of U.S.
                  Treasury securities that will pay, on the Business Day
                  immediately preceding the Payment Date falling on the Stock
                  Purchase Date, an amount of cash equal to the aggregate
                  interest payments that are scheduled to be payable on that
                  Payment Date, on (a) the Notes which are included in Equity
                  Security Units and (b) the Separate Notes that are to be
                  remarketed pursuant to Section 4.5(d) of the Pledge Agreement,
                  assuming for that purpose that the interest rate on the Notes
                  is equal to the Coupon Rate, and

                           (ii) the value at the Remarketing Date or the
                  Subsequent Remarketing Date, as the case may be, of U.S.
                  Treasury securities that will pay, on the Business Day
                  immediately preceding the Stock Purchase Date, an amount of
                  cash equal to the principal amount (a) of such Notes that are
                  included in Equity Security Units and (b) the Separate Notes
                  which are to be remarketed pursuant to Section 4.5(d) of the
                  Pledge Agreement,

provided that for purposes of clauses (i) and (ii) above, the Remarketing Value
shall be calculated on the assumptions that (x) the U.S. Treasury securities are
highly liquid and mature on or within 35 days prior to the Stock Purchase Date,
as determined in good faith by the Remarketing Agent in a manner intended to
minimize the cash value of the U.S. Treasury securities, and (y) the U.S.
Treasury securities are valued based on the ask-side price of the U.S. Treasury
securities at a time between 9:00 a.m. and 11:00 a.m., New York City time,
selected by the Remarketing Agent, on the Remarketing Date or any Subsequent
Remarketing Date, as the case may be, as determined on a third-day settlement
basis by a reasonable and customary means selected in good faith by the
Remarketing Agent, plus accrued interest to that date.

         "Reorganization Event" has the meaning specified in Section 5.6(b).

         "Reset Rate" has the meaning specified in Section 5.4(b)(i) and shall
be established pursuant to Section 5.4(b)(i) or (ii), as appropriate.

         "Responsible Officer" means, when used with respect to the Agent, any
officer within the corporate trust department of the Agent (or any successor of
the Agent), including any Vice President, any assistant Vice President, any
assistant secretary, the treasurer, any assistant treasurer, any trust officer,
any senior trust officer or any other officer of the Agent who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such Person's knowledge of and familiarity with the
particular subject and who, in each of the above cases, shall have direct
responsibility for the administration of this Agreement.



                                       9



         "Sale Price" of the Common Stock or any securities distributed in a
Spin-Off, as the case may be, on any Trading Day means the closing sale price
per share (or if no closing sale price is reported, the average of the per share
bid and per share ask prices or, if more than one per share bid or per share ask
price, the average of the average per share bid and the average per share asked
prices) on such Trading Day as reported in composite transactions for the
principal U.S. securities exchange on which the Common Stock or such securities
are traded or, if the Common Stock or such securities are not listed on a U.S.
national or regional securities exchange, as reported by Nasdaq.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securities Intermediary" means The Bank of New York, a New York
banking corporation, in its capacity as Securities Intermediary under the Pledge
Agreement, together with its successors in such capacity.

         "Separate Notes" has the meaning set forth in the Pledge Agreement.

         "Settlement Date" means any Early Settlement Date or Merger Early
Settlement Date or the Stock Purchase Date.

         "Settlement Rate" has the meaning specified in Section 5.1.

         "Spin-Off" means a dividend or other distribution of shares of Capital
Stock of any class or series, or similar equity interests, of or relating to a
subsidiary or other business unit of the Company.

         "Stated Amount" means, with respect to any one Equity Security Unit or
Stripped Equity Security Unit, $25.

         "Stock Purchase Date" means August 16, 2005.

         "Stripped Equity Security Units" means the collective rights and
obligations of a holder of a Stripped Equity Security Unit Certificate in
respect of a 1/40 undivided beneficial interest in a Treasury Security, subject
in each case to the Pledge thereof, and the related Purchase Contract.

         "Stripped Equity Security Unit Certificate" means a certificate
evidencing the rights and obligations of a Holder in respect of the number of
Stripped Equity Security Units specified on such certificate, substantially in
the form of Exhibit B hereto.

         "Stripped Equity Security Unit Register" and "Stripped Equity Security
Unit Registrar" have the respective meanings specified in Section 3.5(a).

         "Subsequent Remarketing Date" means, provided there has been one or
more Failed Remarketings, the date on which the Remarketing Agent has
consummated a successful remarketing in accordance with Section 5.4 hereof, such
date to be no later than the fifth Business Day immediately preceding the Stock
Purchase Date.



                                       10

         "Tax Event" means the receipt by the Company of an opinion of a
nationally recognized tax counsel experienced in such matters to the effect that
there is more than an insubstantial risk that interest payable by the Company on
the Notes on the next Payment Date would not be deductible, in whole or in part,
by the Company for United States federal income tax purposes, as a result of (a)
any amendment to, or change (including any announced proposed change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, (b) any
amendment to or change in an official interpretation or application of such laws
or regulations by any legislative body, court, governmental agency or regulatory
authority or (c) any official interpretation or pronouncement that provides for
a position with respect to such laws or regulations that differs from the
generally accepted position on      [-pricing date-], 2002, which amendment,
change or proposed change is effective or which interpretation or pronouncement
is announced on or after      [-pricing date-], 2002.

         "Tax Event Redemption" means, if a Tax Event shall occur and be
continuing, the redemption of the Notes, at the option of the Company, in whole
but not in part, on not less than 30 days nor more than 60 days' written notice.

         "Tax Event Redemption Date" means the date upon which a Tax Event
Redemption is to occur.

         "Tax Event Treasury Portfolio" means: a portfolio of principal or
interest strips of U.S. Treasury Securities that mature on (1) the Business Day
immediately preceding the Stock Purchase Date in an aggregate amount equal to
the aggregate principal amount of the Notes included in the Equity Security
Units on the Tax Event Redemption Date and (2) with respect to each scheduled
interest Payment Date on the Notes that occurs after the Tax Event Redemption
Date and on or before the Stock Purchase Date, interest or principal strips of
U.S. Treasury Securities that mature on the Business Day immediately preceding
such interest Payment Date in an aggregate amount equal to the aggregate
interest payment that would be due on the aggregate principal amount of the
Notes outstanding on the Tax Event Redemption Date.

         "Tax Event Treasury Portfolio Purchase Price" means the lowest
aggregate price quoted by a primary U.S. government securities dealer in New
York City to the Quotation Agent on the third Business Day immediately preceding
the Tax Event Redemption Date for the purchase of the Treasury Portfolio for
settlement on the Tax Event Redemption Date.

         "Termination Date" means the date, if any, on which a Termination Event
occurs.

         "Termination Event" means the occurrence of any of the following
events:

                           (i) at any time on or prior to the Stock Purchase
                  Date, a judgment, decree or court order shall have been
                  entered granting relief under the Bankruptcy Code or any other
                  similar Federal or state law, adjudicating the Company to be
                  insolvent, or approving as properly filed a petition seeking
                  reorganization or liquidation of the Company under the
                  Bankruptcy Code or any other similar applicable federal or
                  state law, and, unless such judgment, decree or order shall



                                       11



                  have been entered within 60 days prior to the Stock Purchase
                  Date, such decree or order shall have continued undischarged
                  and unstayed for a period of 60 days;

                           (ii) at any time on or prior to the Stock Purchase
                  Date, a judgment, decree or court order for the appointment of
                  a receiver or liquidator or trustee or assignee in bankruptcy
                  or insolvency of the Company or of its property, or for the
                  winding up or liquidation of its affairs, shall have been
                  entered, and, unless such judgment, decree or order shall have
                  been entered within 60 days prior to the Stock Purchase Date,
                  such judgment, decree or order shall have continued
                  undischarged and unstayed for a period of 60 days; or

                           (iii) at any time on or prior to the Stock Purchase
                  Date, the Company shall file a petition for relief under the
                  Bankruptcy Code or any other similar federal or state law, or
                  shall consent to the filing of a bankruptcy proceeding against
                  it, or shall file a petition or answer or consent seeking
                  reorganization or liquidation under the Bankruptcy Code or any
                  other similar federal or state law, or shall consent to the
                  filing of any such petition, or shall consent to the
                  appointment of a receiver or liquidator or trustee or assignee
                  in bankruptcy or insolvency of it or of its property, or shall
                  make an assignment for the benefit of creditors, or shall
                  admit in writing its inability to pay its debts generally as
                  they become due.

         "Threshold Appreciation Price" has the meaning specified in Section
5.1(a)(i).

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "Trading Day" has the meaning specified in Section 5.1(c).

         "Transaction Documents" has the meaning specified in Section 7.1(a).

         "Treasury Consideration" means the Agent-purchased Treasury
Consideration.

         "Treasury Portfolio" has the meaning specified in Section 5.4(b)(i).

         "Treasury Security" means a zero-coupon U.S. Treasury security (CUSIP
Number 912803AG8) maturing on August 15, 2005 that will pay $1,000 on such
maturity date.

         "Trustee" means The Bank of New York, a New York banking corporation,
as trustee under the Indenture, or any successor thereto.

         "Underwriting Agreement" means the Underwriting Agreement relating to
the Equity Security Units and Stripped Equity Security Units dated      , 2002
among the Company and the underwriters named therein.

         "Vice-President" means any vice-president, whether or not designated by
a number or a word or words added before or after the title "vice-president."

         SECTION 1.2  Compliance Certificates And Opinions. Except as otherwise
expressly provided by this Agreement, upon any application or request by the
Company to the Agent to



                                       12



take any action under any provision of this Agreement, the Company shall furnish
to the Agent an Officer's Certificate stating that all conditions precedent, if
any, provided for in this Agreement relating to the proposed action have been
complied with and, if requested by the Agent, an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent, if any,
have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required by
any provision of this Agreement relating to such particular application or
request, no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than the Officer's
Certificate provided for in Section 10.5) shall include:

                  (a) a statement that the Person signing such certificate or
         opinion has read such covenant or condition and the definitions herein
         relating thereto;

                  (b) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (c) a statement that, in the opinion of such Person, he or she
         has made such examination or investigation as is necessary to enable
         such individual to express an informed opinion as to whether or not
         such covenant or condition has been complied with; and

                  (d) a statement as to whether, in the opinion of such
         individual, such condition or covenant has been complied with.

         SECTION 1.3       Form Of Documents Delivered To Agent.


                  (a) In any case where several matters are required to be
         certified by, or covered by an opinion of, any specified Person, it is
         not necessary that all such matters be certified by, or covered by the
         opinion of, only one such Person, or that they be so certified or
         covered by only one document, but one such Person may certify or give
         an opinion with respect to some matters and one or more other such
         Persons as to other matters, and any such Person may certify or give an
         opinion as to such matters in one or several documents.

                  (b) Any certificate or opinion of an officer of the Company
         may be based, insofar as it relates to legal matters, upon a
         certificate or opinion of, or representations by, counsel, unless such
         officer knows, or in the exercise of reasonable care should know, that
         the certificate or opinion or representations with respect to the
         matters upon which his certificate or opinion is based are erroneous.
         Any such certificate or Opinion of Counsel may be based, insofar as it
         relates to factual matters, upon a certificate or opinion of, or
         representations by, an officer or officers of the Company stating that
         the information with respect to such factual matters is in the
         possession of the Company unless such counsel knows, or in the exercise
         of reasonable care should know, that the certificate or opinion or
         representations with respect to such matters are erroneous.



                                       13



         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.

         SECTION 1.4       Acts Of Holders; Record Dates.


                  (a) Any request, demand, authorization, direction, notice,
         consent, waiver or other action provided by this Agreement to be given
         or taken by Holders may be embodied in and evidenced by one or more
         instruments of substantially similar tenor signed by such Holders in
         person or by agent duly appointed in writing; and, except as herein
         otherwise expressly provided, such action shall become effective when
         such instrument or instruments are delivered to the Agent and, where it
         is hereby expressly required, to the Company. Such instrument or
         instruments (and the action embodied therein and evidenced thereby) are
         herein sometimes referred to as the "Act" of the Holders signing such
         instrument or instruments. Proof of execution of any such instrument or
         of a writing appointing any such agent shall be sufficient for any
         purpose of this Agreement and (subject to Section 7.1) conclusive in
         favor of the Agent and the Company, if made in the manner provided in
         this Section.

                  (b) The fact and date of the execution by any Person of any
         such instrument or writing may be proved in any manner which the Agent
         deems sufficient.

                  (c) The ownership of Equity Security Units or Stripped Equity
         Security Units shall be proved by the Equity Security Unit Register or
         the Stripped Equity Security Unit Register, as the case may be.

                  (d) Any request, demand, authorization, direction, notice,
         consent, waiver or other Act of the Holder of any Certificate shall
         bind every future Holder of the same Certificate and the Holder of
         every Certificate issued upon the registration of transfer thereof or
         in exchange therefor or in lieu thereof in respect of anything done,
         omitted or suffered to be done by the Agent or the Company in reliance
         thereon, whether or not notation of such action is made upon such
         Certificate.

                  (e) The Company may set any day as a record date for the
         purpose of determining the Holders of Outstanding Units entitled to
         give, make or take any request, demand, authorization, direction,
         notice, consent, waiver or other action provided or permitted by this
         Agreement to be given, made or taken by Holders of Equity Security
         Units and Stripped Equity Security Units. If any record date is set
         pursuant to this paragraph, the Holders of the Outstanding Units on
         such record date, and no other Holders, shall be entitled to take the
         relevant action with respect to the Equity Security Units or the
         Stripped Equity Security Units, as the case may be, whether or not such
         Holders remain Holders after such record date; provided that no such
         action shall be effective hereunder unless taken on or prior to the
         applicable Expiration Date by Holders of the requisite number of
         Outstanding Units on such record date. Nothing in this paragraph shall
         be construed to prevent the Company from setting a new record date for
         any action for which a record date has previously been set pursuant to
         this paragraph (whereupon the record date previously set shall
         automatically and with no action by any



                                       14



         Person be cancelled and of no effect), and nothing in this paragraph
         shall be construed to render ineffective any action taken by Holders of
         the requisite number of Outstanding Units on the date such action is
         taken. Promptly after any record date is set pursuant to this
         paragraph, the Company, at its own expense, shall cause notice of such
         record date, the proposed action by Holders and the applicable
         Expiration Date to be given to the Agent in writing and to each Holder
         of Equity Security Units and Stripped Equity Security Units in the
         manner set forth in Section 1.6. Notwithstanding the foregoing, for
         purposes of distributions payable on any Payment Date, the Record Date
         shall be, as to any Global Certificate, the Business Day immediately
         preceding such Payment Date.

                  (f) With respect to any record date set pursuant to this
         Section, the Company may designate any date as the "Expiration Date"
         and from time to time may change the Expiration Date to any earlier or
         later day; provided that no such change shall be effective unless
         notice of the proposed new Expiration Date is given to the Agent in
         writing, and to each Holder of Equity Security Units and Stripped
         Equity Security Units in the manner set forth in Section 1.6, on or
         prior to the existing Expiration Date. If an Expiration Date is not
         designated with respect to any record date set pursuant to this
         Section, the Company shall be deemed to have initially designated the
         180th day after such record date as the Expiration Date with respect
         thereto, subject to its right to change the Expiration Date as provided
         in this paragraph. Notwithstanding the foregoing, no Expiration Date
         shall be later than the 180th day after the applicable record date.

         SECTION 1.5 Notices. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or
permitted by this Agreement to be made upon, given or furnished to, or filed
with:

                  (a) the Agent by any Holder or by the Company shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if made, given, furnished or filed in writing and
         personally delivered, mailed, first-class postage prepaid, telecopied
         or delivered by overnight air courier guaranteeing next day delivery,
         to the Agent at One Wall Street - 27th Floor, New York, New York 10286,
         Attention: Paul Schmalzel, Vice President, telecopy: (212) 896-7298, or
         at any other address furnished in writing by the Agent to the Holders
         and the Company; or

                  (b) the Company by the Agent or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if made, given, furnished or filed in writing and
         personally delivered, mailed, first-class postage prepaid, telecopied
         or delivered by overnight air courier guaranteeing next day delivery,
         to the Company at DTE Energy Company, 2000 2nd Avenue, Detroit,
         Michigan 48226-1279, Attention: Treasurer, telecopy: (313)      or at
         any other address furnished in writing to the Agent by the Company; or

                  (c) the Collateral Agent by the Agent, the Company or any
         Holder shall be sufficient for every purpose hereunder (unless
         otherwise herein expressly provided) if made, given, furnished or filed
         in writing and personally delivered, mailed, first-class postage
         prepaid, telecopied or delivered by overnight air courier guaranteeing
         next day delivery, addressed to the Collateral Agent at One Wall Street
         - 27th Floor, New York,



                                       15



         New York 10286, Attention: Paul Schmalzel, Vice President, telecopy:
         (212) 896-7298, or at any other address furnished in writing by the
         Collateral Agent to the Agent, the Company and the Holders; or

                  (d) the Trustee by the Company shall be sufficient for every
         purpose hereunder (unless otherwise herein expressly provided) if made,
         given, furnished or filed in writing and personally delivered, mailed,
         first-class postage prepaid, telecopied or delivered by overnight air
         courier guaranteeing next day delivery, addressed to the Trustee at One
         Wall Street - 27th Floor, New York, New York 10286, Attention: Paul
         Schmalzel, Vice President, telecopy: (212) 896-7298 or at any other
         address furnished in writing by the Trustee to the Company.

         SECTION 1.6       Notice To Holders; Waiver.

                  (a) Where this Agreement provides for notice to Holders of any
         event, such notice shall be sufficiently given (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to each Holder affected by such event, at its address as it
         appears in the applicable Register, not later than the latest date, and
         not earlier than the earliest date, prescribed for the giving of such
         notice. In any case where notice to Holders is given by mail, neither
         the failure to mail such notice, nor any defect in any notice so mailed
         to any particular Holder shall affect the sufficiency of such notice
         with respect to other Holders. Where this Agreement provides for notice
         in any manner, such notice may be waived in writing by the Person
         entitled to receive such notice, either before or after the event, and
         such waiver shall be the equivalent of such notice. Waivers of notice
         by Holders shall be filed with the Agent, but such filing shall not be
         a condition precedent to the validity of any action taken in reliance
         upon such waiver.

                  (b) In case by reason of the suspension of regular mail
         service or by reason of any other cause it shall be impracticable to
         give such notice by mail, then such notification as shall be made with
         the approval of the Agent shall constitute a sufficient notification
         for every purpose hereunder.

         SECTION 1.7 Effect Of Headings And Table Of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         SECTION 1.8 Successors And Assigns. All covenants and agreements in
this Agreement by the Company shall bind its successors and assigns, whether so
expressed or not.

         SECTION 1.9 Separability Clause. In case any provision in this
Agreement or in the Equity Security Units or Stripped Equity Security Units
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof and thereof shall not in any
way be affected or impaired thereby.

         SECTION 1.10 Benefits Of Agreement. Nothing in this Agreement or in the
Equity Security Units or Stripped Equity Security Units, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and, to the extent provided hereby, the Holders, any benefits or any
legal or equitable right, remedy or claim under this Agreement.



                                       16



The Holders from time to time shall be beneficiaries of this Agreement and shall
be bound by all of the terms and conditions hereof and of the Equity Security
Units and Stripped Equity Security Units evidenced by their Certificates by
their acceptance of delivery of such Certificates.

         SECTION 1.11 Governing Law. This Agreement and the Equity Security
Units and Stripped Equity Security Units shall be governed by and construed in
accordance with the laws of the State of New York, without regard to its
principles of conflicts of laws.

         SECTION 1.12      Legal Holidays.

                  (a) In any case where any Payment Date shall not be a Business
         Day, then (notwithstanding any other provision of this Agreement or the
         Equity Security Unit Certificates) payments on the Notes shall not be
         made on such date, but such payments shall be made on the next
         succeeding Business Day with the same force and effect as if made on
         such Payment Date, provided that no interest shall accrue or be payable
         by the Company for the period from and after any such Payment Date,
         except that if such next succeeding Business Day is in the next
         succeeding calendar year, such payment shall be made on the immediately
         preceding Business Day with the same force and effect as if made on
         such Payment Date.

                  (b) If any date on which Contract Adjustment Payments are to
         be made on the Purchase Contracts is not a Business Day, then payment
         of the Contract Adjustment Payments payable on that date will be made
         on the next succeeding day which is a Business Day, and no interest or
         additional payment will be paid in respect of the delay. However, if
         that Business Day is in the next succeeding calendar year, the payment
         will be made on the immediately preceding Business Day with the same
         force and effect as if made on that Payment Date.

                  (c) In any case where the Stock Purchase Date shall not be a
         Business Day, then (notwithstanding any other provision of this
         Agreement or the Certificates), the Purchase Contracts shall not be
         performed on such date, but the Purchase Contracts shall be performed
         on the immediately following Business Day with the same force and
         effect as if performed on the Stock Purchase Date.

         SECTION 1.13 Counterparts. This Agreement may be executed in any number
of counterparts by the parties hereto, each of which, when so executed and
delivered, shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.

         SECTION 1.14 Inspection Of Agreement. A copy of this Agreement shall be
available at all reasonable times during normal business hours at the Corporate
Trust Office for inspection by any Holder.





                                       17

                                   ARTICLE II.

                                CERTIFICATE FORMS

         SECTION 2.1 Forms Of Certificates Generally.

                  (a) The Equity Security Unit Certificates (including the form
         of Purchase Contract forming part of the Equity Security Units
         evidenced thereby) shall be in substantially the form set forth in
         Exhibit A hereto, with such letters, numbers or other marks of
         identification or designation and such legends or endorsements printed,
         lithographed or engraved thereon as may be required by the rules of any
         securities exchange or quotation system on which the Equity Security
         Units are listed or quoted for trading or any depositary therefor, or
         as may, consistently herewith, be determined by the officers of the
         Company executing such Equity Security Unit Certificates, as evidenced
         by their execution of the Equity Security Unit Certificates.

                  (b) The definitive Equity Security Unit Certificates shall be
         printed, lithographed or engraved on steel engraved borders or may be
         produced in any other manner, all as determined by the officers of the
         Company executing such Equity Security Unit Certificates, consistent
         with the provisions of this Agreement, as evidenced by their execution
         thereof.

                  (c) The Stripped Equity Security Unit Certificates (including
         the form of Purchase Contracts forming part of the Stripped Equity
         Security Units evidenced thereby) shall be in substantially the form
         set forth in Exhibit B hereto, with such letters, numbers or other
         marks of identification or designation and such legends or endorsements
         printed, lithographed or engraved thereon as may be required by the
         rules of any securities exchange or the quotation system on which the
         Stripped Equity Security Units may be listed or quoted for trading or
         any depositary therefor, or as may, consistently herewith, be
         determined by the officers of the Company executing such Stripped
         Equity Security Unit Certificates, as evidenced by their execution of
         the Stripped Equity Security Unit Certificates.

                  (d) The definitive Stripped Equity Security Unit Certificates
         shall be printed, lithographed or engraved on steel engraved borders or
         may be produced in any other manner, all as determined by the officers
         of the Company executing such Stripped Equity Security Unit
         Certificates, consistent with the provisions of this Agreement, as
         evidenced by their execution thereof.

                  (e) Every Global Certificate authenticated, executed on behalf
         of the Holders and delivered hereunder shall bear a legend in
         substantially the following form:

                  "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING
                  OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED)
                  AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A
                  NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN
                  WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER
                  OF THIS CERTIFICATE IN WHOLE OR IN


                                       18

                  PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS
                  CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
                  OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE
                  THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
                  PURCHASE CONTRACT AGREEMENT."

         SECTION 2.2 Form Of Agent's Certificate Of Authentication.

                  (a) The form of the Agent's certificate of authentication of
         the Equity Security Units shall be in substantially the form set forth
         on the form of the Equity Security Unit Certificates.

                  (b) The form of the Agent's certificate of authentication of
         the Stripped Equity Security Units shall be in substantially the form
         set forth on the form of the Stripped Equity Security Unit
         Certificates.

                                  ARTICLE III.

         THE EQUITY SECURITY UNITS AND STRIPPED EQUITY SECURITY UNITS

         SECTION 3.1 Title And Terms; Denominations.

                  (a) The aggregate number of Equity Security Units and Stripped
         Equity Security Units, if any, evidenced by Certificates authenticated,
         executed on behalf of the Holders and delivered hereunder is limited to
              (      if the Underwriters' (as defined in the Underwriting
         Agreement) over-allotment option pursuant to the Underwriting Agreement
         is exercised in full), except for Certificates authenticated, executed
         and delivered upon registration of transfer of, in exchange for, or in
         lieu of, other Certificates pursuant to Section 3.4, 3.5, 3.10, 3.13,
         3.14, 5.9, 5.10 or 8.5.

                  (b) The Certificates shall be issuable only in registered form
         and only in denominations of a single Equity Security Unit or a single
         Stripped Equity Security Unit and any integral multiple thereof.

         SECTION 3.2 Rights And Obligations Evidenced By The Certificates.

                  (a) Each Equity Security Unit Certificate shall evidence the
         number of Equity Security Units specified therein, with each such
         Equity Security Unit representing the ownership by the Holder thereof
         of a beneficial interest in a Note or the appropriate Applicable
         Ownership Interest in the Treasury Portfolio or Tax Event Treasury
         Portfolio, as the case may be, subject to the Pledge of such Note or
         such Applicable Ownership Interest in the Treasury Portfolio or Tax
         Event Treasury Portfolio, as the case may be, by such Holder pursuant
         to the Pledge Agreement, and the rights and obligations of the Holder
         thereof and the Company under one Purchase Contract. The Agent as
         attorney-in-fact for, and on behalf of, the Holder of each Equity
         Security Unit shall pledge, pursuant to the Pledge Agreement, the Note
         or the appropriate Applicable Ownership Interest in the Treasury
         Portfolio or Tax Event Treasury Portfolio, as the case may be, forming
         a


                                       19

         part of such Equity Security Unit, to the Collateral Agent and grant to
         the Collateral Agent a security interest in the right, title, and
         interest of such Holder in such Note or such Applicable Ownership
         Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as
         the case may be, for the benefit of the Company, to secure the
         obligation of the Holder under each Purchase Contract to purchase the
         Common Stock of the Company. Prior to the purchase of shares of Common
         Stock under each Purchase Contract, such Purchase Contracts shall not
         entitle the Holders of Equity Security Unit Certificates to any of the
         rights of a holder of shares of Common Stock, including, without
         limitation, the right to vote or receive any dividends or other
         payments or to consent or to receive notice as stockholders in respect
         of the meetings of stockholders or for the election of directors of the
         Company or for any other matter, or any other rights whatsoever as
         stockholders of the Company.

                  (b) Each Stripped Equity Security Unit Certificate shall
         evidence the number of Stripped Equity Security Units specified
         therein, with each such Stripped Equity Security Unit representing the
         ownership by the Holder thereof of a 1/40 undivided beneficial interest
         in a Treasury Security, subject to the Pledge of such interest in such
         Treasury Security by such Holder pursuant to the Pledge Agreement, and
         the rights and obligations of the Holder thereof and the Company under
         one Purchase Contract. Prior to the purchase of shares of Common Stock
         under each Purchase Contract, such Purchase Contracts shall not entitle
         the Holders of Stripped Equity Security Unit Certificates to any of the
         rights of a holder of shares of Common Stock, including, without
         limitation, the right to vote or receive any dividends or other
         payments or to consent or to receive notice as stockholders in respect
         of the meetings of stockholders or for the election of directors of the
         Company or for any other matter, or any other rights whatsoever as
         stockholders of the Company.

         SECTION 3.3 Execution, Authentication, Delivery And Dating.

                  (a) Subject to the provisions of Sections 3.13 and 3.14, upon
         the execution and delivery of this Agreement, and at any time and from
         time to time thereafter, the Company may deliver Certificates executed
         by the Company to the Agent for authentication, execution on behalf of
         the Holders and delivery, together with its Issuer Order for
         authentication of such Certificates, and the Agent in accordance with
         such Issuer Order shall authenticate, execute on behalf of the Holders
         and deliver such Certificates.

                  (b) The Certificates shall be executed on behalf of the
         Company by the Chairman of the Board, its President, its Treasurer, any
         Assistant Treasurer or any of its Vice Presidents and delivered to the
         Agent. The signature of any of these officers on the Certificates may
         be manual or facsimile.

                  (c) Certificates bearing the manual or facsimile signatures of
         individuals who were at any time the proper officers of the Company
         shall bind the Company, notwithstanding that such individuals or any of
         them have ceased to hold such offices prior to the authentication and
         delivery of such Certificates or did not hold such offices at the date
         of such Certificates.


                                       20

                  (d) No Purchase Contract evidenced by a Certificate shall be
         valid until such Certificate has been executed on behalf of the Holder
         by the manual or facsimile signature of an authorized officer of the
         Agent, as such Holder's attorney-in-fact. Such signature by an
         authorized officer of the Agent shall be conclusive evidence that the
         Holder of such Certificate has entered into the Purchase Contracts
         evidenced by such Certificate.

                  (e) Each Certificate shall be dated the date of its
         authentication.

                  (f) No Certificate shall be entitled to any benefit under this
         Agreement or be valid or obligatory for any purpose unless there
         appears on such Certificate a certificate of authentication
         substantially in the form provided for herein executed by an authorized
         officer of the Agent by manual signature, and such certificate upon any
         Certificate shall be conclusive evidence, and the only evidence, that
         such Certificate has been duly authenticated and delivered hereunder.

         SECTION 3.4 Temporary Certificates.

                  (a) Pending the preparation of definitive Certificates, the
         Company shall execute and deliver to the Agent, and the Agent shall
         authenticate, execute on behalf of the Holders, and deliver, in lieu of
         such definitive Certificates, temporary Certificates which are in
         substantially the form set forth in Exhibit A or Exhibit B hereto, as
         the case may be, with such letters, numbers or other marks of
         identification or designation and such legends or endorsements printed,
         lithographed or engraved thereon as may be required by the rules of any
         securities exchange on which the Equity Security Units or Stripped
         Equity Security Units, as the case may be, are listed, or as may,
         consistent herewith, be determined by the officers of the Company
         executing such Certificates, as evidenced by their execution of the
         Certificates.

                  (b) If temporary Certificates are issued, the Company will
         cause definitive Certificates to be prepared without unreasonable
         delay. After the preparation of definitive Certificates, the temporary
         Certificates shall be exchangeable for definitive Certificates upon
         surrender of the temporary Certificates at the Corporate Trust Office,
         at the expense of the Company and without charge to the Holder. Upon
         surrender for cancellation of any one or more temporary Certificates,
         the Company shall execute and deliver to the Agent, and the Agent shall
         authenticate, execute on behalf of the Holder, and deliver in exchange
         therefor, one or more definitive Certificates of like tenor and
         denominations and evidencing a like number of Equity Security Units or
         Stripped Equity Security Units, as the case may be, as the temporary
         Certificate or Certificates so surrendered. Until so exchanged, the
         temporary Certificates shall in all respects evidence the same benefits
         and the same obligations with respect to the Equity Security Units or
         Stripped Equity Security Units, as the case may be, evidenced thereby
         as definitive Certificates.


                                       21

         SECTION 3.5 Registration; Registration Of Transfer And Exchange.

                  (a) The Agent shall keep at the Corporate Trust Office a
         register (the "Equity Security Unit Register") in which, subject to
         such reasonable regulations as it may prescribe, the Agent shall
         provide for the registration of Equity Security Unit Certificates and
         of transfers of Equity Security Unit Certificates (the Agent, in such
         capacity, the "Equity Security Units Registrar") and a register (the
         "Stripped Equity Security Unit Register") in which, subject to such
         reasonable regulations as it may prescribe, the Agent shall provide for
         the registration of the Stripped Equity Security Unit Certificates and
         transfers of Stripped Equity Security Unit Certificates (the Agent, in
         such capacity, the "Stripped Equity Security Unit Registrar").

                  (b) Upon surrender for registration of transfer of any
         Certificate at the Corporate Trust Office, the Company shall execute
         and deliver to the Agent, and the Agent shall authenticate, execute on
         behalf of the designated transferee or transferees, and deliver, in the
         name of the designated transferee or transferees, one or more new
         Certificates of like tenor and denominations, and evidencing a like
         number of Equity Security Units or Stripped Equity Security Units, as
         the case may be.

                  (c) At the option of the Holder, Certificates may be exchanged
         for other Certificates, of like tenor and denominations and evidencing
         a like number of Equity Security Units or Stripped Equity Security
         Units, as the case may be, upon surrender of the Certificates to be
         exchanged at the Corporate Trust Office. Whenever any Certificates are
         so surrendered for exchange, the Company shall execute and deliver to
         the Agent, and the Agent shall authenticate, execute on behalf of the
         Holder, and deliver the Certificates which the Holder making the
         exchange is entitled to receive.

                  (d) All Certificates issued upon any registration of transfer
         or exchange of a Certificate shall evidence the ownership of the same
         number of Equity Security Units or Stripped Equity Security Units, as
         the case may be, and be entitled to the same benefits and subject to
         the same obligations, under this Agreement as the Equity Security Units
         or Stripped Equity Security Units, as the case may be, evidenced by the
         Certificate surrendered upon such registration of transfer or exchange.

                  (e) Every Certificate presented or surrendered for
         registration of transfer or for exchange shall (if so required by the
         Agent) be duly endorsed, or be accompanied by a written instrument of
         transfer in form satisfactory to the Company and the Agent duly
         executed, by the Holder thereof or its attorney duly authorized in
         writing.

                  (f) No service charge shall be made for any registration of
         transfer or exchange of a Certificate, but the Company and the Agent
         may require payment from the Holder of a sum sufficient to cover any
         tax or other governmental charge that may be imposed in connection with
         any registration of transfer or exchange of Certificates, other than
         any exchanges pursuant to Sections 3.4, 3.9 and 8.5 not involving any
         transfer.

                  (g) Notwithstanding the foregoing, the Company shall not be
         obligated to execute and deliver to the Agent, and the Agent shall not
         be obligated to authenticate,


                                       22

         execute on behalf of the Holder and deliver any Certificate presented
         or surrendered for registration of transfer or for exchange on or after
         the Business Day immediately preceding the earlier of the Stock
         Purchase Date or the Termination Date. In lieu of delivery of a new
         Certificate, upon satisfaction of the applicable conditions specified
         above in this Section and receipt of appropriate registration or
         transfer instructions from such Holder, the Agent shall,

                           (i) if the Stock Purchase Date has occurred, deliver
                  the shares of Common Stock issuable in respect of the Purchase
                  Contracts forming a part of the Equity Security Units or
                  Stripped Equity Security Units, as the case may be, evidenced
                  by such Certificate,

                           (ii) in the case of Equity Security Units, if a
                  Termination Event shall have occurred prior to the Stock
                  Purchase Date, transfer the Notes or the appropriate
                  Applicable Ownership Interest in the Treasury Portfolio or Tax
                  Event Treasury Portfolio, as applicable, relating to such
                  Equity Security Units or, in the case of Stripped Equity
                  Security Units, if a Termination Event shall have occurred
                  prior to the Stock Purchase Date, transfer the Treasury
                  Securities relating to such Stripped Equity Security Units,

         in each case subject to the applicable conditions and in accordance
         with the applicable provisions of Article V.

         SECTION 3.6 Book-Entry Interests. The Certificates, on original
issuance, will be issued in the form of one or more fully registered Global
Certificates, to be delivered to the Depositary or its custodian by, or on
behalf of, the Company. Each such Global Certificate shall initially be
registered in the applicable Register in the name of Cede & Co., the nominee of
the Depositary, and no Beneficial Owner will receive a definitive Certificate
representing such Beneficial Owner's interest in such Global Certificate, except
as provided in Section 3.9. The Agent shall enter into an agreement with the
Depositary if so requested by the Company. Unless and until definitive, fully
registered Certificates have been issued to Beneficial Owners pursuant to
Section 3.9:

                  (a) the provisions of this Section 3.6 shall be in full force
         and effect;

                  (b) the Company shall be entitled to deal with the Clearing
         Agency for all purposes of this Agreement (including receiving
         approvals, votes or consents hereunder) as the Holder of the Equity
         Security Units and Stripped Equity Security Units and the sole holder
         of the Global Certificate(s) and shall have no obligation to the
         Beneficial Owners;

                  (c) to the extent that the provisions of this Section 3.6
         conflict with any other provisions of this Agreement, the provisions of
         this Section 3.6 shall control; and

                  (d) the rights of the Beneficial Owners shall be exercised
         only through the Clearing Agency and shall be limited to those
         established by law and agreements between such Beneficial Owners and
         the Clearing Agency and/or the Clearing Agency


                                       23

         Participants. The Clearing Agency will make book-entry transfers among
         Clearing Agency Participants.

         SECTION 3.7 Notices To Holders. Whenever a notice or other
communication to the Holders is required to be given under this Agreement, the
Company or the Company's agent shall give such notices and communications to the
Holders and, with respect to any Equity Security Units or Stripped Equity
Security Units registered in the name of a Clearing Agency or the nominee of a
Clearing Agency, the Company or the Company's agent shall, except as set forth
herein, have no obligations to the Beneficial Owners.

         SECTION 3.8 Appointment Of Successor Clearing Agency. If any Clearing
Agency elects to discontinue its services as securities depositary with respect
to the Equity Security Units and Stripped Equity Security Units, the Company
may, in its sole discretion, appoint a successor Clearing Agency with respect to
the Equity Security Units and Stripped Equity Security Units.

         SECTION 3.9 Definitive Certificates. If

                           (i) a Clearing Agency elects to discontinue its
                  services as securities depositary with respect to the Equity
                  Security Units and Stripped Equity Security Units and a
                  successor Clearing Agency is not appointed within 90 days
                  after such discontinuance pursuant to Section 3.8,

                           (ii) the Company elects to terminate the book-entry
                  system through the Clearing Agency with respect to the Equity
                  Security Units and Stripped Equity Security Units, or

                           (iii) there shall have occurred and be continuing a
                  default by the Company in respect of its obligations under one
                  or more Purchase Contracts,

then upon surrender of the Global Certificates representing the Book- Entry
Interests with respect to the Equity Security Units and Stripped Equity Security
Units by the Clearing Agency, accompanied by registration instructions, the
Company shall cause definitive Certificates to be delivered to Beneficial Owners
in accordance with the instructions of the Clearing Agency. The Company and the
Agent shall not be liable for any delay in delivery of such instructions and may
conclusively rely on and shall be protected in relying on, such instructions.

         SECTION 3.10 Mutilated, Destroyed, Lost And Stolen Certificates.

                  (a) If any mutilated Certificate is surrendered to the Agent,
         the Company shall execute and deliver to the Agent, and the Agent shall
         authenticate, execute on behalf of the Holder, and deliver in exchange
         therefor, a new Certificate at the cost of the Holder, evidencing the
         same number of Equity Security Units or Stripped Equity Security Units,
         as the case may be, and bearing a Certificate number not
         contemporaneously outstanding.

                  (b) If there shall be delivered to the Company and the Agent
         (i) evidence to their satisfaction of the destruction, loss or theft of
         any Certificate, and (ii) such security or indemnity at the cost of the
         Holder as may be required by them to hold each of them and any agent of
         any of them harmless, then, in the absence of notice to the Company or


                                       24

         the Agent that such Certificate has been acquired by a bona fide
         purchaser, the Company shall execute and deliver to the Agent, and the
         Agent shall authenticate, execute on behalf of the Holder, and deliver
         to the Holder, in lieu of any such destroyed, lost or stolen
         Certificate, a new Certificate, evidencing the same number of Equity
         Security Units or Stripped Equity Security Units, as the case may be,
         and bearing a Certificate number not contemporaneously outstanding.

                  (c) Notwithstanding the foregoing, the Company shall not be
         obligated to execute and deliver to the Agent, and the Agent shall not
         be obligated to authenticate, execute on behalf of the Holder, and
         deliver to the Holder, a Certificate on or after the Business Day
         immediately preceding the earlier of the Stock Purchase Date or the
         Termination Date. In lieu of delivery of a new Certificate, upon
         satisfaction of the applicable conditions specified above in this
         Section and receipt of appropriate registration or transfer
         instructions from such Holder, the Agent shall (i) if the Stock
         Purchase Date has occurred, deliver the shares of Common Stock issuable
         in respect of the Purchase Contracts forming a part of the Equity
         Security Units or Stripped Equity Security Units evidenced by such
         Certificate, or (ii) if a Termination Event shall have occurred prior
         to the Stock Purchase Date, transfer the Notes, the appropriate
         Applicable Ownership Interest in the Treasury Portfolio or Tax Event
         Treasury Portfolio, or the Treasury Securities, as the case may be,
         evidenced thereby, in each case subject to the applicable conditions
         and in accordance with the applicable provisions of Article V.

                  (d) Upon the issuance of any new Certificate under this
         Section, the Company and the Agent may require the payment by the
         Holder of a sum sufficient to cover any tax or other governmental
         charge that may be imposed in relation thereto and any other expenses
         (including the fees and expenses of the Agent) connected therewith.

                  (e) Every new Certificate issued pursuant to this Section in
         lieu of any destroyed, lost or stolen Certificate shall constitute an
         original additional contractual obligation of the Company and of the
         Holder in respect of the Equity Security Units or Stripped Equity
         Security Units, as the case may be, evidenced thereby, whether or not
         the destroyed, lost or stolen Certificate (and the Equity Security
         Units and Stripped Equity Security Units evidenced thereby) shall be at
         any time enforceable by anyone, and shall be entitled to all the
         benefits and be subject to all the obligations of this Agreement
         equally and proportionately with any and all other Certificates
         delivered hereunder.

                  (f) The provisions of this Section are exclusive and shall
         preclude (to the extent lawful) all other rights and remedies with
         respect to the replacement or payment of mutilated, destroyed, lost or
         stolen Certificates.

         SECTION 3.11 Persons Deemed Owners.

                  (a) Prior to due presentment of a Certificate for registration
         of transfer, the Company and the Agent, and any agent of the Company or
         the Agent, may treat the Person in whose name such Certificate is
         registered as the owner of the Equity Security Units or Stripped Equity
         Security Units, as the case may be, evidenced thereby, for the purpose
         of receiving interest payments on the Notes, receiving payment of
         Contract


                                       25

         Adjustment Payments, performance of the Purchase Contracts and for all
         other purposes whatsoever (subject to Sections 4.1(a) and 5.2(a)),
         whether or not any such payments shall be overdue and notwithstanding
         any notice to the contrary, and neither the Company nor the Agent, nor
         any agent of the Company or the Agent, shall be affected by notice to
         the contrary.

                  (b) Notwithstanding the foregoing, with respect to any Global
         Certificate, nothing herein shall prevent the Company, the Agent or any
         agent of the Company or the Agent, from giving effect to any written
         certification, proxy or other authorization furnished by any Clearing
         Agency (or its nominee), as a Holder, with respect to such Global
         Certificate or impair, as between such Clearing Agency and owners of
         beneficial interests in such Global Certificate, the operation of
         customary practices governing the exercise of rights of such Clearing
         Agency (or its nominee) as Holder of such Global Certificate. None of
         the Company, the Agent, or any agent of the Company or the Agent, will
         have any responsibility or liability for any aspect of the records
         relating to or payments made on account of beneficial ownership
         interests of a Global Certificate or maintaining, supervising or
         reviewing any records relating to such beneficial ownership interests.

         SECTION 3.12 Cancellation.

                  (a) All Certificates surrendered (i) for delivery of shares of
         Common Stock on or after any Settlement Date; (ii) upon the transfer of
         Notes, the appropriate Applicable Ownership Interest in the Treasury
         Portfolio or Tax Event Treasury Portfolio, or Treasury Securities, as
         the case may be, after the occurrence of a Termination Event; or (iii)
         upon the registration of a transfer or exchange of an Equity Security
         Unit or Stripped Equity Security Unit, as the case may be, shall, if
         surrendered to any Person other than the Agent, be delivered to the
         Agent and, if not already cancelled, shall be promptly cancelled by it.
         The Company may at any time deliver to the Agent for cancellation any
         Certificates previously authenticated, executed and delivered hereunder
         which the Company may have acquired in any manner whatsoever, and all
         Certificates so delivered shall, upon Issuer Order, be promptly
         cancelled by the Agent. No Certificates shall be authenticated,
         executed on behalf of the Holder and delivered in lieu of or in
         exchange for any Certificates cancelled as provided in this Section,
         except as expressly permitted by this Agreement. All cancelled
         Certificates held by the Agent shall be disposed of by the Agent in
         accordance with its customary procedures unless otherwise directed by
         Issuer Order.

                  (b) If the Company or any Affiliate of the Company shall
         acquire any Certificate, such acquisition shall not operate as a
         cancellation of such Certificate unless and until such Certificate is
         delivered to the Agent cancelled or for cancellation.

         SECTION 3.13 Establishment Of Stripped Equity Security Units.

                  (a) Subject to the next succeeding sentence, a holder may
         separate the Pledged Notes from the related Purchase Contracts in
         respect of the Equity Security Units held by such Holder by
         substituting for such Pledged Notes Treasury Securities that will


                                       26

         pay, on the Stock Purchase Date, an amount equal to the aggregate
         principal amount of such Notes (a "Collateral Substitution"), at any
         time from and after the date of this Agreement and prior to the earlier
         of a successful remarketing of the Notes in accordance with the
         provisions of Section 5.4 hereof or the date, if any, on which the
         Notes are called for redemption by the Company in connection with a Tax
         Event Redemption, by (i) depositing with the Collateral Agent Treasury
         Securities having an aggregate principal amount at maturity equal to
         the aggregate Stated Amount of such Equity Security Units, and (ii)
         transferring the related Equity Security Units to the Agent accompanied
         by a notice to the Agent, substantially in the form of Exhibit D
         hereto, stating that the Holder has transferred the relevant amount of
         Treasury Securities to the Collateral Agent and requesting that the
         Agent instruct the Collateral Agent to release the Pledged Notes
         underlying such Equity Security Units, whereupon the Agent shall
         promptly give such instruction to the Collateral Agent, substantially
         in the form of Exhibit C hereto. Notwithstanding the foregoing, Holders
         may not effect Collateral Substitution during any period beginning
         after 5:00 p.m., New York City time, on the fourth Business Day
         immediately preceding the first Business Day of a Remarketing Period
         and ending, if applicable, at 9:00 a.m., New York City time, on the
         fourth Business Day immediately succeeding the third Business Day of
         such Remarketing Period. Upon receipt of the Treasury Securities
         described in clause (i) above and the instruction described in clause
         (ii) above, in accordance with the terms of the Pledge Agreement, the
         Collateral Agent will release to the Agent, on behalf of the Holder,
         such Pledged Notes from the Pledge, free and clear of the Company's
         security interest therein, and upon receipt thereof the Agent shall
         promptly:

                           (i) cancel the related Equity Security Units;

                           (ii) transfer the Pledged Notes to the Holder; and

                           (iii) authenticate, execute on behalf of such Holder
                  and deliver to such Holder a Stripped Equity Security Unit
                  Certificate executed by the Company in accordance with Section
                  3.3 evidencing (x) the same number of Purchase Contracts as
                  were evidenced by the cancelled Equity Security Units and (y)
                  the amount of Treasury Securities deposited as provided above.

                  (b) Holders who elect to separate the Pledged Notes from the
         related Purchase Contract and to substitute Treasury Securities for
         such Pledged Notes shall be responsible for any fees or expenses
         payable to the Collateral Agent for its services as Collateral Agent in
         respect of the substitution, and the Company shall not be responsible
         for any such fees or expenses.

                  (c) Collateral Substitutions may be made only in integral
         multiples of 40 Equity Security Units.

                  (d) In the event a Holder making a Collateral Substitution
         pursuant to this Section 3.13 fails to effect a book-entry transfer of
         the Equity Security Units or fails to deliver an Equity Security Unit
         Certificate to the Agent after depositing Treasury Securities with the
         Collateral Agent, the Pledged Notes constituting a part of such Equity


                                       27

         Security Unit and any distributions on such Pledged Notes shall be held
         in the name of the Agent or its nominee in trust for the benefit of
         such Holder, until such Equity Security Units are so transferred or the
         Equity Security Unit Certificate is so delivered, as the case may be,
         or, with respect to an Equity Security Unit Certificate, such Holder
         provides evidence satisfactory to the Company and the Agent that such
         Equity Security Unit Certificate has been destroyed, lost or stolen,
         together with any indemnity that may be required by the Agent and the
         Company.

                  (e) Except as described in this Section 3.13, for so long as
         the Purchase Contract underlying an Equity Security Unit remains in
         effect, such Equity Security Units shall not be separable into its
         constituent parts, and the rights and obligations of the Holder of such
         Equity Security Units in respect of the Note and the Purchase Contract
         comprising such Equity Security Units may be acquired, and may be
         transferred and exchanged, only as an Equity Security Unit.

         SECTION 3.14 Reestablishment Of Equity Security Units.

                  (a) Subject to the next succeeding sentence, a Holder of
         Stripped Equity Security Units may reestablish Equity Security Units at
         any time from and after the date of this Agreement and prior to the
         earlier of a successful remarketing of the Notes in accordance with the
         provisions of Section 5.4 hereof or the date, if any, on which the
         Notes are called for redemption by the Company in connection with a Tax
         Event Redemption, by (i) depositing with the Collateral Agent Notes
         having an aggregate principal amount equal to the aggregate principal
         amount at maturity of the Treasury Securities comprising part of the
         Stripped Equity Security Units and (ii) transferring such Stripped
         Equity Security Units to the Agent accompanied by a notice to the
         Agent, substantially in the form of Exhibit D hereto, stating that the
         Holder has transferred the relevant amount of Notes to the Collateral
         Agent and requesting that the Agent instruct the Collateral Agent to
         release the Pledged Treasury Securities underlying such Stripped Equity
         Security Units, whereupon the Agent shall promptly give such
         instruction to the Collateral Agent, substantially in the form of
         Exhibit C hereto. Notwithstanding the foregoing, a Holder may not
         reestablish Equity Security Units during any period beginning after
         5:00 p.m., New York City time, on the fourth Business Day immediately
         preceding the first Business Day of a Remarketing Period and, if
         applicable, ending at 9:00 a.m., New York City time, on the fourth
         business day immediately succeeding the third Business Day of such
         Remarketing Period. Upon receipt of the Notes described in clause (i)
         above and the instruction described in clause (ii) above, in accordance
         with the terms of the Pledge Agreement, the Collateral Agent will
         release to the Agent, on behalf of the Holder, such Pledged Treasury
         Securities from the Pledge, free and clear of the Company's security
         interest therein, and upon receipt thereof the Agent shall promptly:

                           (i) cancel the related Stripped Equity Security
                  Units;

                           (ii) transfer the Pledged Treasury Securities to the
                  Holder; and

                           (iii) authenticate, execute on behalf of such Holder
                  and deliver an Equity Security Unit Certificate executed by
                  the Company in accordance with


                                       28

                  Section 3.3 evidencing (x) the same number of Purchase
                  Contracts as were evidenced by the cancelled Stripped Equity
                  Security Units and (y) the principal amount of Notes deposited
                  as provided above.

                  (b) Equity Security Units may be reestablished only in
         integral multiples of 40 Stripped Equity Security Units for 40 Equity
         Security Units.

                  (c) Except as provided in this Section 3.14, for so long as
         the Purchase Contract underlying a Stripped Equity Security Unit
         remains in effect, such Stripped Equity Security Unit shall not be
         separable into its constituent parts, and the rights and obligations of
         the Holder of such Stripped Equity Security Unit in respect of the
         Treasury Security and Purchase Contract comprising such Stripped Equity
         Security Unit may be acquired, and may be transferred and exchanged,
         only as a Stripped Equity Security Unit.

                  (d) Holders of Stripped Equity Security Units who reestablish
         Equity Security Units shall be responsible for any fees or expenses
         payable to the Collateral Agent for its services as Collateral Agent in
         respect of the substitution, and the Company shall not be responsible
         for any such fees or expenses.

                  (e) In the event a Holder who reestablishes Equity Security
         Units pursuant to this Section 3.14 fails to effect a book-entry
         transfer of the Stripped Equity Security Units or fails to deliver a
         Stripped Equity Security Unit Certificate to the Agent after depositing
         Pledged Notes with the Collateral Agent, the Treasury Securities
         constituting a part of such Stripped Equity Security Units, and any
         distributions on such Treasury Securities shall be held in the name of
         the Agent or its nominee in trust for the benefit of such Holder, until
         such Stripped Equity Security Units are so transferred or the Stripped
         Equity Security Unit Certificate is so delivered, as the case may be,
         or, with respect to a Stripped Equity Security Unit Certificate, such
         Holder provides evidence satisfactory to the Company and the Agent that
         such Stripped Equity Security Unit Certificate has been destroyed, lost
         or stolen, together with any indemnity that may be required by the
         Agent and the Company.

         SECTION 3.15 Transfer Of Collateral Upon Occurrence Of Termination
Event. Upon the occurrence of a Termination Event and the transfer to the Agent
of the Notes, the appropriate Applicable Ownership Interest in the Treasury
Portfolio or Tax Event Treasury Portfolio underlying the Equity Security Units,
or the Treasury Securities underlying the Stripped Equity Security Units, as the
case may be, pursuant to the terms of the Pledge Agreement, the Agent shall
request transfer instructions with respect to such Notes or the appropriate
Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury
Portfolio, or Treasury Securities, as the case may be, from each Holder by
written request mailed to such Holder at its address as it appears in the Equity
Security Unit Register or the Stripped Equity Security Unit Register, as the
case may be. Upon book-entry transfer of the Equity Security Units or Stripped
Equity Security Units, as the case may be, or delivery of an Equity Security
Unit Certificate or Stripped Equity Security Unit Certificate to the Agent with
such transfer instructions, the Agent shall transfer the Notes, the appropriate
Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury
Portfolio underlying such Equity Security Units, or Treasury Securities
underlying the Stripped Equity Security Unit, as the case may be, to such Holder
by book-entry


                                       29

transfer, or other appropriate procedures, in accordance with such instructions.
In the event a Holder of Equity Security Units or Stripped Equity Security Units
fails to effect such transfer or delivery, the Notes, the appropriate Applicable
Ownership Interest in the Treasury Portfolio or Tax Exempt Treasury Portfolio,
as the case may be, underlying such Equity Security Units, or Treasury
Securities underlying such Stripped Equity Security Units, as the case may be,
and any distributions thereon, shall be held in the name of the Agent or its
nominee in trust for the benefit of such Holder, until such Equity Security
Units or Stripped Equity Security Units, as the case may be, are transferred or
the Equity Security Unit Certificate or Stripped Equity Security Unit
Certificate is surrendered or such Holder provides satisfactory evidence that
such Equity Security Unit Certificate or Stripped Equity Security Unit
Certificate has been destroyed, lost or stolen, together with any indemnity that
may be required by the Agent and the Company. In the case of the Treasury
Portfolio, Tax Event Treasury Portfolio or any Treasury Securities, the Agent
may dispose of the subject securities for cash and pay the applicable portion of
such cash to the Holders in lieu of such Holders' Applicable Ownership Interest
in such Treasury Portfolio or Tax Event Treasury Portfolio, or any Treasury
Securities, where such Holder would otherwise have been entitled to receive less
than $1,000 of any such security.

         SECTION 3.16 No Consent To Assumption. Each Holder of Equity Security
Units or Stripped Equity Security Units, as the case may be, by acceptance
thereof, shall be deemed expressly to have withheld any consent to the
assumption under Section 365 of the Bankruptcy Code or otherwise, of the
Purchase Contract by the Company, any receiver, liquidator or person or entity
performing similar functions or its trustee in the event that the Company
becomes the debtor under the Bankruptcy Code or subject to other similar state
or federal law providing for reorganization or liquidation.

                                  ARTICLE IV.

                                   THE NOTES

         SECTION 4.1 Payment Of Interest; Rights To Interest Payments Preserved;
Notice.

                  (a) A payment on any Note or Applicable Ownership Interest in
         the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may
         be, which is paid on any Payment Date other than a Payment Date with
         respect to the Stated Amount due on the Applicable Ownership Interest
         in the Treasury Portfolio or Tax Event Treasury Portfolio shall,
         subject to receipt thereof by the Agent from the Collateral Agent (if
         the Collateral Agent is the registered owner thereof) as provided by
         the terms of the Pledge Agreement, be paid to the Person in whose name
         the Equity Security Unit Certificate (or one or more Predecessor Equity
         Security Unit Certificates) of which such Note or the appropriate
         Applicable Ownership Interest in the Treasury Portfolio or Tax Event
         Treasury Portfolio, as the case may be, is a part is registered at the
         close of business on the Record Date for such Payment Date.

                  (b) Each Equity Security Unit Certificate evidencing Notes or
         the appropriate Applicable Ownership Interest in the Treasury Portfolio
         or Tax Event Treasury Portfolio, as the case may be, delivered under
         this Agreement upon registration of transfer of or in exchange for or
         in lieu of any other Equity Security Unit Certificate shall carry the
         rights


                                       30

         to interest accrued and unpaid, which were carried by the Notes or the
         appropriate Applicable Ownership Interest in the Treasury Portfolio or
         Tax Event Treasury Portfolio, as the case may be, underlying such other
         Equity Security Unit Certificate.

                  (c) In the case of any Equity Security Units with respect to
         which Early Settlement of the underlying Purchase Contract is effected
         on an Early Settlement Date, Merger Early Settlement of the underlying
         Purchase Contract is effected on a Merger Early Settlement Date, Cash
         Settlement is effected on the eighth Business Day immediately preceding
         the Stock Purchase Date, or a Collateral Substitution is effected, in
         each case on a date that is after any Record Date and on or prior to
         the next succeeding Payment Date, payments on the Note or the
         appropriate or Applicable Ownership Interest in the Treasury Portfolio
         or Tax Event Portfolio, as the case may be, underlying such Equity
         Security Units otherwise payable on such Payment Date shall be payable
         on such Payment Date notwithstanding such Early Settlement, Merger
         Early Settlement, Cash Settlement or Collateral Substitution, as the
         case may be, and such payments shall, subject to receipt thereof by the
         Agent, be payable to the Person in whose name the Equity Security Unit
         Certificate (or one or more Predecessor Equity Security Unit
         Certificates) was registered at the close of business on the Record
         Date. Except as otherwise expressly provided in the immediately
         preceding sentence, in the case of any Equity Security Units with
         respect to which Early Settlement, Merger Early Settlement or Cash
         Settlement of the underlying Purchase Contract is effected, or with
         respect to which a Collateral Substitution has been effected, payments
         on the related Notes or payments on the appropriate Applicable
         Ownership Interest in the Treasury Portfolio or Tax Event Treasury
         Portfolio, as the case may be, that would otherwise be payable after
         the applicable Settlement Date or after such Collateral Substitution,
         as the case may be, shall not be payable hereunder to the Holder of
         such Equity Security Units; provided, that to the extent that such
         Holder continues to hold the Separate Notes that formerly comprised a
         part of such Holder's Equity Security Units, such Holder shall be
         entitled to receive the payments on such Separate Notes.

                  (d) By purchasing and accepting the Equity Security Units or
         the Separate Notes, a Holder of the Equity Security Units or a holder
         of the Separate Notes, as the case may be, will be deemed to have
         agreed to treat for all U.S. federal income tax purposes the Notes
         forming a part of such Equity Security Units or the Separate Notes, as
         the case may be, as "contingent payment debt instrument" as the term is
         used in Treasury regulations section 1275-4.

         SECTION 4.2 Notice And Voting. Under the terms of the Pledge Agreement,
the Agent will be entitled to exercise the voting and any other consensual
rights pertaining to the Pledged Notes but only to the extent instructed by the
Holders as described below. Upon receipt of notice of any meeting at which
holders of Notes are entitled to vote or upon any solicitation of consents,
waivers or proxies of holders of Notes, the Agent shall, as soon as practicable
thereafter, mail to the Holders of Equity Security Units a notice (a) containing
such information as is contained in the notice or solicitation, (b) stating that
each Holder on the record date set by the Agent therefor (which, to the extent
possible, shall be the same date as the record date for determining the holders
of Notes entitled to vote) shall be entitled to instruct the Agent as to the
exercise of the voting rights pertaining to the Pledged Notes underlying their
Equity Security


                                       31

Units and (c) stating the manner in which such instructions may be given. Upon
the written request of the Holders of Equity Security Units on such record date,
the Agent shall endeavor insofar as practicable to vote or cause to be voted, in
accordance with the instructions set forth in such requests, the maximum number
of Pledged Notes as to which any particular voting instructions are received. In
the absence of specific instructions from the Holder of an Equity Security Unit,
the Agent shall abstain from voting the Pledged Note underlying such Equity
Security Units. The Company hereby agrees, if applicable, to solicit Holders of
Equity Security Units to timely instruct the Agent in order to enable the Agent
to vote such Pledged Notes.

         SECTION 4.3 Tax Event Redemption. Upon the occurrence of a Tax Event
Redemption prior to the earlier of a successful remarketing of the Notes or the
Stock Purchase Date, the Company shall instruct the Collateral Agent in writing
to apply, and upon such written instruction the Collateral Agent shall apply,
out of the aggregate Redemption Price for the Notes that are components of
Equity Security Units, an amount equal to the aggregate Redemption Amount for
the Notes that are components of Equity Security Units to purchase on behalf of
the Holders of Equity Security Units the Tax Event Treasury Portfolio and
promptly remit the remaining portion of such Redemption Price to the Agent for
payment to the Holders of such Equity Security Units. The Tax Event Treasury
Portfolio will be substituted for the Pledged Notes, and will be pledged to the
Collateral Agent in accordance with the terms of the Pledge Agreement to secure
the obligation of each Holder of an Equity Security Unit to purchase the Common
Stock under the Purchase Contract constituting a part of such Equity Security
Units. Following the occurrence of a Tax Event Redemption prior to the earlier
of a successful remarketing of the Notes or the Stock Purchase Date, the Holders
of Equity Security Units and the Collateral Agent shall have such security
interests, rights and obligations with respect to the Tax Event Treasury
Portfolio as the Holder of Equity Security Units and the Collateral Agent had in
respect of the Notes, as the case may be, subject to the Pledge thereof as
provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any
reference herein or in the Certificates to the Note shall be deemed to be a
reference to such Tax Event Treasury Portfolio and any reference herein or in
the Certificates to interest on the Notes shall be deemed to be a reference to
corresponding distributions on the Tax Event Treasury Portfolio. The Company may
cause to be made in any Equity Security Unit Certificates thereafter to be
issued such change in phraseology and form (but not in substance) as may be
appropriate to reflect the substitution of the Tax Event Treasury Portfolio for
Notes as collateral.

         The Company shall cause notice of any Tax Event Redemption to be
mailed, at least 30 calendar days but not more than 60 calendar days before such
Tax Event Redemption Date, to each Holder of Notes to be redeemed at its
registered address.

         Upon the occurrence of a Tax Event Redemption after the successful
remarketing of the Notes, the Redemption Price will be payable in cash to the
holders of the Notes.


                                       32

                                   ARTICLE V.

                     THE PURCHASE CONTRACTS; THE REMARKETING

         SECTION 5.1 Purchase Of Shares Of Common Stock.

                  (a) Each Purchase Contract shall, unless an Early Settlement
         has occurred in accordance with Section 5.9, or a Merger Early
         Settlement has occurred in accordance with Section 5.10, obligate the
         Holder of the related Equity Security Units or Stripped Equity Security
         Units, as the case may be, to purchase, and the Company to sell, on the
         Stock Purchase Date at a price equal to $25 (the "Purchase Price"), a
         number of newly issued shares of Common Stock equal to the Settlement
         Rate unless, on or prior to the Stock Purchase Date, there shall have
         occurred a Termination Event with respect to the Equity Security Units
         or Stripped Equity Security Units, as the case may be, of which such
         Purchase Contract is a part. The "Settlement Rate" is equal to,

                           (i)   if the Applicable Market Value (as defined
                  below) is greater than or equal to $      (the "Threshold
                  Appreciation Price"),      shares of Common Stock per Purchase
                  Contract,

                           (ii)  if the Applicable Market Value is less than the
                  Threshold Appreciation Price, but is greater than $      (the
                  "Reference Price"), the number of shares of Common Stock per
                  Purchase Contract equal to the Stated Amount of the related
                  Equity Security Units or Stripped Equity Security Units, as
                  the case may be, divided by the Applicable Market Value, and

                           (iii) if the Applicable Market Value is equal to or
                  less than the Reference Price,      shares of Common Stock per
                  Purchase Contract,

         in each case subject to adjustment as provided in Section 5.6 (and in
         each case rounded upward or downward to the nearest 1/10,000th of a
         share). As provided in Section 5.12, no fractional shares of Common
         Stock will be issued upon settlement of Purchase Contracts.

                  (b) No fractional shares of Common Stock will be issued by the
         Company with respect to the payment of Contract Adjustment Payments on
         the Stock Purchase Date. In lieu of fractional shares otherwise
         issuable with respect to such payment of Contract Adjustment Payments,
         the Holder will be entitled to receive an amount in cash as provided in
         Section 5.12.

                  (c) The "Applicable Market Value" means the average of the
         Closing Prices per share of Common Stock on each of the 20 consecutive
         Trading Days ending on the third Trading Day immediately preceding the
         Stock Purchase Date. The "Closing Price" of the Common Stock on any
         date of determination means the closing sale price (or, if no closing
         price is reported, the last reported sale price) of the Common Stock on
         the New York Stock Exchange (the "NYSE") on such date or, if the Common
         Stock is not listed for trading on the NYSE on any such date, as
         reported in the composite transactions for


                                       33

         the principal United States securities exchange on which the Common
         Stock is so listed, or if the Common Stock is not so listed on a United
         States national or regional securities exchange, as reported by The
         Nasdaq Stock Market, or, if the Common Stock is not so reported, the
         last quoted bid price for the Common Stock in the over-the-counter
         market as reported by the National Quotation Bureau or similar
         organization, or, if such bid price is not available, the market value
         of the Common Stock on such date as determined by a nationally
         recognized independent investment banking firm retained for this
         purpose by the Company. A "Trading Day" means a day on which the Common
         Stock (A) is not suspended from trading on any national or regional
         securities exchange or association or over-the-counter market at the
         close of business and (B) has traded at least once on the national or
         regional securities exchange or association or over-the-counter market
         that is the primary market for the trading of the Common Stock.

                  (d) Each Holder of an Equity Security Unit or Stripped Equity
         Security Unit, as the case may be, by its acceptance thereof,
         irrevocably authorizes the Agent to enter into and perform the related
         Purchase Contract on its behalf as its attorney-in-fact (including the
         execution of Certificates on behalf of such Holder), agrees to be bound
         by the terms and provisions thereof, covenants and agrees to perform
         its obligations under such Purchase Contracts, and consents to the
         provisions hereof, irrevocably authorizes the Agent as its
         attorney-in-fact to enter into and perform the Pledge Agreement on its
         behalf as its attorney-in-fact, and consents to and agrees to be bound
         by the Pledge of the Notes, the appropriate Applicable Ownership
         Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, as
         the case may be, or the Treasury Securities, pursuant to the Pledge
         Agreement; provided that upon a Termination Event, the rights of the
         Holder of such Equity Security Units or Stripped Equity Security Units,
         as the case may be, under the Purchase Contract may be enforced without
         regard to any other rights or obligations. Each Holder of an Equity
         Security Unit or Stripped Equity Security Unit, as the case may be, by
         its acceptance thereof, further covenants and agrees, that, to the
         extent and in the manner provided in Section 5.4 and the Pledge
         Agreement, but subject to the terms thereof, payments in respect of the
         Notes, the appropriate Applicable Ownership Interest in the Treasury
         Portfolio or Tax Event Treasury Portfolio, as the case may be, in the
         case of Holders of Equity Security Units, or the Treasury Securities,
         in the case of Holders of Stripped Equity Security Units, to be paid
         upon settlement of such Holder's obligations to purchase Common Stock
         under the Purchase Contract, shall be paid on the Stock Purchase Date
         by the Collateral Agent to the Company in satisfaction of such Holder's
         obligations under such Purchase Contract.

                  (e) Upon registration of transfer of a Certificate, the
         transferee shall be bound (without the necessity of any other action on
         the part of such transferee) under the terms of this Agreement, the
         Purchase Contracts underlying such Certificate and the Pledge
         Agreement, and the transferor shall be released from the obligations
         under this Agreement, the Purchase Contracts underlying the
         Certificates so transferred and the Pledge Agreement. The Company
         covenants and agrees, and each Holder of a Certificate, by its
         acceptance thereof, likewise covenants and agrees, to be bound by the
         provisions of this paragraph.


                                       34

         SECTION 5.2 Contract Adjustment Payments.

                  (a) Contract Adjustment Payments shall accrue on each Purchase
         Contract constituting a part of an Equity Security Unit or Stripped
         Equity Security Unit at - % per year of the Stated Amount of such
         Equity Security Units or Stripped Equity Security Units, from and
         including August 16, 2002 through but excluding the Stock Purchase
         Date, provided that no Contract Adjustment Payment shall accrue after
         an Early Settlement or Merger Early Settlement. Subject to Section 5.3
         herein, the Company shall pay, on each Payment Date, the Contract
         Adjustment Payments, if any, payable in respect of each Purchase
         Contract to the Person in whose name a Certificate (or one or more
         Predecessor Certificates) is registered at the close of business on the
         Record Date immediately preceding such Payment Date in such coin or
         currency of the United States as at the time of payment shall be legal
         tender for payments. The Contract Adjustment Payments, if any, will be
         payable at the office in New York, New York, maintained for that
         purpose or, at the option of the Company, by check mailed to the
         address of the Person entitled thereto at such Person's address as it
         appears on the Register or by wire transfer to the account designated
         to the Agent by a prior written notice by such Person delivered at
         least five Business Days prior to the applicable Payment Date.

                  (b) Upon the occurrence of a Termination Event, the Company's
         obligation to pay Contract Adjustment Payments (including any
         accumulated Deferred Contract Adjustment Payments), if any, shall
         cease.

                  (c) Each Certificate delivered under this Agreement upon
         registration of transfer of or in exchange for or in lieu of (including
         as a result of a Collateral Substitution or the re-establishment of an
         Equity Security Unit) any other Certificate shall carry the rights to
         Contract Adjustment Payments, if any, accumulated and unpaid, and to
         accumulate Contract Adjustment Payments, if any, which were carried by
         the Purchase Contracts underlying such other Certificates.

                  (d) Subject to Sections 5.9 and 5.10, in the case of any
         Equity Security Units or Stripped Equity Security Units, as the case
         may be, with respect to which Early Settlement or Merger Early
         Settlement of the underlying Purchase Contract is effected on an Early
         Settlement Date or a Merger Early Settlement Date, respectively, or in
         respect of which Cash Settlement of the underlying Purchase Contract is
         effected on the eighth Business Day immediately preceding the Stock
         Purchase Date, or with respect to which a Collateral Substitution or an
         establishment or re-establishment of an Equity Security Unit pursuant
         to Section 3.13 or Section 3.14 is effected, in each case on a date
         that is after any Record Date and on or prior to the next succeeding
         Payment Date, Contract Adjustment Payments on the Purchase Contract
         underlying such Equity Security Units or Stripped Equity Security
         Units, as the case may be, otherwise payable on such Payment Date shall
         be payable on such Payment Date notwithstanding such Cash Settlement,
         Early Settlement, Merger Early Settlement, Collateral Substitution or
         establishment or re-establishment of Equity Security Units, and such
         Contract Adjustment Payments shall be paid to the Person in whose name
         the Certificate evidencing such Equity Security Units or Stripped
         Equity Security Units (or one or more Predecessor Certificates) is
         registered at the close of business on such Record Date. Except as
         otherwise expressly provided in


                                       35

         the immediately preceding sentence, in the case of any Equity Security
         Units or Stripped Equity Security Units with respect to which Cash
         Settlement (in the case of Equity Security Units only), Early
         Settlement or Merger Early Settlement is effected or with respect to
         which a Collateral Substitution or an establishment or re-establishment
         of an Equity Security Unit has been effected, Contract Adjustment
         Payments, if any, that would otherwise be payable after the Early
         Settlement Date, Merger Early Settlement Date, Collateral Substitution
         or such establishment or re-establishment with respect to such Purchase
         Contract shall not be payable.

         SECTION 5.3 Deferral Of Contract Adjustment Payments.

                  (a) The Company shall have the right, at any time prior to the
         Stock Purchase Date, to defer the payment of any or all of the Contract
         Adjustment Payments otherwise payable on any Payment Date, but only if
         the Company shall give the Holders and the Agent written notice of its
         election to defer each such deferred Contract Adjustment Payment
         (specifying the amount to be deferred) at least ten Business Days prior
         to the earlier of (i) the next succeeding Payment Date or (ii) the date
         the Company is required to give notice of the Record Date or Payment
         Date with respect to payment of such Contract Adjustment Payments to
         the NYSE or other applicable self-regulatory organization or to Holders
         of the Equity Security Units and Stripped Equity Security Units, but in
         any event not less than one Business Day prior to such Record Date. Any
         Contract Adjustment Payments so deferred shall, to the extent permitted
         by law, bear additional Contract Adjustment Payments thereon at the
         rate of - % per year (computed on the basis of a 360-day year of twelve
         30-day months), compounding on each succeeding Payment Date, until paid
         in full (such deferred installments of Contract Adjustment Payments, if
         any, together with the additional Contract Adjustment Payments
         accumulated thereon, being referred to herein as the "Deferred Contract
         Adjustment Payments"). Deferred Contract Adjustment Payments, if any,
         shall be due on the next succeeding Payment Date except to the extent
         that payment is deferred pursuant to this Section 5.3. No Contract
         Adjustment Payments may be deferred to a date that is after the Stock
         Purchase Date and no such deferral period may end other than on a
         Payment Date. If the Purchase Contracts are terminated upon the
         occurrence of a Termination Event, the Holder's right to receive
         Contract Adjustment Payments and Deferred Contract Adjustment Payments,
         if any, will terminate. In the event that the Company elects to defer
         Contract Adjustment Payments in part, such deferal shall be pro rata in
         respect of all outstanding Purchase Contracts.

                  (b) In the event that the Company elects to defer the payment
         of Contract Adjustment Payments on the Purchase Contracts until a
         Payment Date prior to the Stock Purchase Date, then all Deferred
         Contract Adjustment Payments, if any, shall be payable to the
         registered Holders as of the close of business on the Record Date
         immediately preceding such Payment Date.

                  (c) In the event that the Company elects to defer the payment
         of Contract Adjustment Payments on the Purchase Contracts until the
         Stock Purchase Date, the Company may elect to pay each Holder on the
         Stock Purchase Date, in lieu of a cash payment, a number of shares of
         Common Stock (in addition to a number of shares of Common Stock equal
         to the Settlement Rate) equal to (A) the aggregate amount of


                                       36

         Deferred Contract Adjustment Payments payable to such Holder (net of
         any required tax withholding on such Deferred Contract Adjustment
         Payment, which shall be remitted to the appropriate taxing
         jurisdiction) divided by (B) the Applicable Market Value.

                  (d) No fractional shares of Common Stock will be issued by the
         Company with respect to the payment of Deferred Contract Adjustment
         Payments on the Stock Purchase Date. In lieu of fractional shares
         otherwise issuable with respect to such payment of Deferred Contract
         Adjustment Payments, the Holder will be entitled to receive an amount
         in cash as provided in Section 5.12.

                  (e) In the event the Company exercises its option to defer the
         payment of Contract Adjustment Payments then, until the Deferred
         Contract Adjustment Payments have been paid, the Company shall not, and
         shall not permit any subsidiary of the Company to, declare or pay
         dividends on, make distributions with respect to, or redeem, purchase
         or acquire, or make a liquidation payment with respect to, any of the
         Company's Common Stock other than:

                           (i) purchases, redemptions or acquisitions of shares
                  of Common Stock in connection with any employment contract,
                  benefit plan or other similar arrangement with or for the
                  benefit of employees, officers or directors or a stock
                  purchase or dividend reinvestment plan, or the satisfaction by
                  the Company of its obligations pursuant to any contract or
                  security outstanding on the date the Company exercises its
                  right to defer the Contract Adjustment Payments;

                           (ii) as a result of a reclassification of the
                  Company's Capital Stock or the exchange or conversion of one
                  class or series of the Company's Capital Stock for another
                  class or series of the Company's Capital Stock;

                           (iii) the purchase of fractional interests of the
                  Common Stock pursuant to the conversion or exchange provisions
                  of such Common Stock or the security being converted or
                  exchanged;

                           (iv) dividends or distributions payable solely in the
                  Company's Common Stock (or rights to acquire Common Stock) or
                  repurchases, acquisitions or redemptions of Common Stock in
                  connection with the issuance or exchange of the Common Stock
                  (or securities convertible into or exchangeable for shares of
                  the Company's Common Stock); or

                           (v) redemptions, exchanges or repurchases of any
                  rights outstanding under a shareholder rights plan or the
                  declaration or payment thereunder of a dividend or
                  distribution of or with respect to rights in the future.

         SECTION 5.4 Payment Of Purchase Price; Remarketing.

                  (a) Unless a Tax Event Redemption, Termination Event, Merger
         Early Settlement or Early Settlement has occurred, or a remarketing has
         not been successful as of June 30, 2005, each Holder of an Equity
         Security Unit may pay in cash ("Cash Settlement") the Purchase Price
         for the shares of Common Stock to be purchased


                                       37

         pursuant to a Purchase Contract if such Holder notifies the Agent by
         use of a notice in substantially the form of Exhibit E hereto of its
         intention to make a Cash Settlement. Such notice shall be made not
         earlier than 9:00 a.m., New York City time, on the tenth Business Day
         immediately preceding the Stock Purchase Date and no later than 5:00
         p.m., New York City time, on the ninth Business Day immediately
         preceding the Stock Purchase Date. The Agent shall promptly notify the
         Collateral Agent of the receipt of such a notice from a Holder
         intending to make a Cash Settlement.

                           (i) A Holder of an Equity Security Unit who has so
                  notified the Agent of its intention to make a Cash Settlement
                  is required to pay the Purchase Price to the Collateral Agent
                  prior to 11:00 a.m., New York City time, on the eighth
                  Business Day immediately preceding the Stock Purchase Date in
                  lawful money of the United States by certified or cashiers'
                  check or wire transfer, in each case payable to or upon the
                  order of the Company. Any cash received by the Collateral
                  Agent will be paid to the Company on the Stock Purchase Date
                  in settlement of the Purchase Contract in accordance with the
                  terms of this Agreement and the Pledge Agreement.

                           (ii) If a Holder of an Equity Security Unit fails to
                  notify the Agent of its intention to make a Cash Settlement in
                  accordance with paragraph (a) above, or does notify the Agent
                  as provided in paragraph (a)(i) above of its intention to pay
                  the Purchase Price in cash, but fails to make such payment as
                  required by paragraph (a)(i) above, the Holder shall be deemed
                  to have consented to the disposition of the Pledged Notes
                  pursuant to the remarketing to occur in the Remarketing Period
                  commencing the seventh Business Day immediately preceding the
                  Stock Purchase Date as described in paragraph (b) below.

                  (b) (i) The Company shall engage a nationally recognized
         investment bank (the "Remarketing Agent") pursuant to the Remarketing
         Agreement to be mutually agreed on by the Company, the Agent and the
         Remarketing Agent, but substantially as set forth in Exhibit F hereto,
         to sell the Notes of Holders of Equity Security Units and holders of
         Separate Notes that have elected to participate in the remarketing
         pursuant to the procedures set forth in Section 4.5(d) of the Pledge
         Agreement. On the seventh Business Day immediately preceding the first
         Business Day of any Remarketing Period, the Remarketing Agent shall
         give holders of Separate Notes notice of the remarketing (the form of
         which notice to be provided by the Company) in a daily newspaper in the
         English language of general circulation in The City of New York, which
         is expected to be The Wall Street Journal. The Agent shall notify, by
         10:00 a.m., New York City time, on the third Business Day preceding the
         first Business Day of any Remarketing Period, the Remarketing Agent and
         the Collateral Agent of the aggregate number of Notes of Equity
         Security Unit Holders to be remarketed. On the third Business Day
         immediately preceding the first Business Day of any Remarketing Period,
         no later than by 10:00 a.m. New York City time, pursuant to the terms
         of the Pledge Agreement, the Custodial Agent will notify the
         Remarketing Agent of the aggregate number of Separate Notes to be
         remarketed. On the third Business Day immediately preceding the first
         Business Day of any Remarketing Period, the Collateral Agent and the
         Custodial Agent, pursuant to the terms of the Pledge Agreement, will
         deliver for remarketing to the Remarketing Agent all


                                       38

         Notes to be remarketed. Upon receipt of such notice from the Custodial
         Agent and such Notes from the Collateral Agent and the Custodial Agent,
         the Remarketing Agent will, on the Remarketing Date and on any
         Subsequent Remarketing Date in accordance with the provisions of
         Section 5.4(b)(ii) below, use its commercially reasonable best efforts
         to (i) establish a rate of interest that, in the opinion of the
         Remarketing Agent, will, when applied to the Notes included in the
         remarketing, enable the then current aggregate market value of the
         Notes to have a value equal to approximately, but not less than,
         100.50% of the Remarketing Value as of the Remarketing Date or as of
         any Subsequent Remarketing Date, as the case may be (the "Reset Rate")
         and (ii) sell such Notes on such date at a price equal to
         approximately, but not less than, 100.50% of the Remarketing Value. The
         Remarketing Agent will deduct as a remarketing fee an amount not
         exceeding 25 basis points (0.25%) of the total proceeds from the
         remarketing (the "Remarketing Fee"). The Remarketing Agent will use the
         remaining proceeds from the successful remarketing to purchase the
         appropriate U.S. Treasury securities (the "Treasury Portfolio") (with
         the CUSIP numbers, if any, selected by the Remarketing Agent) described
         in clauses (i) and (ii) of the definition of Remarketing Value related
         to the Notes of Holders of Equity Security Units that were remarketed.
         On or prior to the third Business Day following the Remarketing Date
         (or in the event that the Notes are not successfully remarketed on the
         Remarketing Date, on or prior to the third Business Day immediately
         following the applicable Subsequent Remarketing Date), the Remarketing
         Agent shall deliver such Treasury Portfolio to the Agent, which shall
         thereupon deliver such Treasury Portfolio to the Collateral Agent. The
         Collateral Agent, for the benefit of the Company, will thereupon apply
         such Treasury Portfolio, in accordance with the Pledge Agreement, to
         secure such Holders' obligations under the Purchase Contracts. The
         Remarketing Agent will remit (1) the portion of the proceeds from the
         remarketing attributable to the Separate Notes to the holders of
         Separate Notes that were remarketed and (2) the remaining portion of
         the proceeds, less those proceeds used to purchase the Treasury
         Portfolio, to the Holders of the Equity Security Units that were
         remarketed, all determined on a pro rata basis, in each case, net of
         the remarketing fee, on or prior to the third Business Day following
         the Remarketing Date (or in the event that the Notes are not
         successfully remarketed on the Remarketing Date, on or prior to the
         third Business Day immediately following the applicable Subsequent
         Remarketing Date for a successful remarketing). Holders whose Notes are
         so remarketed will not otherwise be responsible for the payment of any
         Remarketing Fee in connection therewith.

                           (ii) If, in spite of using its commercially
                  reasonable best efforts, the Remarketing Agent cannot
                  establish the Reset Rate and remarket the Notes included in
                  the remarketing at a price equal to approximately, but not
                  less than, 100.50% of the Remarketing Value on the Remarketing
                  Date, the Remarketing Agent will attempt to again establish
                  the Reset Rate and remarket the Notes included in the
                  remarketing at a price equal to approximately, but not less
                  than, 100.50% of the Remarketing Value on each of the two
                  immediately following Business Days. If the Remarketing Agent
                  cannot remarket the Notes included in the remarketing at a
                  price equal to approximately, but not less than, 100.50% of
                  the Remarketing Value on either of those days, it will attempt
                  to establish the Reset Rate and remarket the Notes included in
                  the remarketing at a price equal to approximately, but not
                  less than, 100.50% of the Remarketing Value on each of


                                       39

                  the three Business Days immediately preceding July 1, 2005. If
                  the Remarketing Agent cannot establish the Reset Rate and
                  remarket the Notes included in the remarketing at a price
                  equal to approximately, but not less than, 100.50% of the
                  Remarketing Value on any of the three Business Days
                  immediately preceding July 1, 2005, the Remarketing Agent will
                  further attempt to establish the Reset Rate and remarket the
                  Notes included in the remarketing at a price equal to
                  approximately, but not less than, 100.50% of the Remarketing
                  Value on each of the seventh, sixth and fifth Business Days
                  immediately preceding the Stock Purchase Date. If the
                  Remarketing Agent cannot establish the Reset Rate and remarket
                  the Notes included in the remarketing at a price equal to
                  approximately, but not less than, 100.50% of the Remarketing
                  Value on any of the Remarketing Date or the two Business Days
                  immediately following the Remarketing Date, on any of the
                  three Business Days immediately preceding July 1, 2005 or on
                  the seventh or sixth or fifth Business Day immediately
                  preceding the Stock Purchase Date, the remarketing on each
                  such date will be deemed to have failed (each, a "Failed
                  Remarketing"). In addition, if, in spite of using its
                  commercially reasonable best efforts, the Remarketing Agent
                  fails to remarket the Notes included in the remarketing at
                  100.50% of the Remarketing Value in accordance with the terms
                  of the Pledge Agreement by 4:00 p.m., New York City time, on
                  the last Business Day in a Remarketing Period, a "Last Failed
                  Remarketing" will be deemed to have occurred for that
                  Remarketing Period. Within three Business Days following the
                  date of any Last Failed Remarketing, the Remarketing Agent
                  shall return any Notes delivered to it to the Collateral
                  Agent. In the event of a Last Failed Remarketing on the fifth
                  Business Day immediately preceding the Stock Purchase Date,
                  (1) the Reset Rate on the Notes will be determined as set
                  forth in the Notes and (2) an event of default shall be deemed
                  to have occurred under this Agreement and the Pledge Agreement
                  and in accordance with the terms of the Pledge Agreement, the
                  Collateral Agent, for the benefit of the Company, shall, in
                  respect of the Notes comprising components of Equity Security
                  Units, exercise its rights as a secured party with respect to
                  such Notes, including those actions specified in subsection
                  (b) (iii) below; provided, that if upon a Last Failed
                  Remarketing on the fifth Business Day immediately preceding
                  the Stock Purchase Date, the Collateral Agent delivers a Note
                  to the Company in full satisfaction of the Holder's obligation
                  under the related Purchase Contract, any accumulated and
                  unpaid interest on such Note will become payable by the
                  Company to the Agent for payment to the Holder of the Equity
                  Security Units to which such Note relates. Such payment will
                  be made by the Company on or prior to 11:00 a.m., New York
                  City time, on the Stock Purchase Date in lawful money of the
                  United States by certified or cashier's check or wire transfer
                  in immediately available funds payable to or upon the order of
                  the Agent. The Company will cause a notice of any Last Failed
                  Remarketing to be published on the fourth Business Day
                  following the last Business Day comprising the related
                  Remarketing Period in a daily newspaper in the English
                  language of general circulation in The City of New York, which
                  is expected to be The Wall Street Journal. The Company will
                  also release this information by means of Bloomberg and
                  Reuters newswire. In addition, the Company will request, not
                  later than seven nor more than 15


                                       40

                  calendar days prior to any Remarketing Period, that the
                  Depositary notify its participants holding Notes, Equity
                  Security Units or Stripped Equity Security Units, as the case
                  may be, of the remarketing.

                           (iii) With respect to any Notes that constitute part
                  of Equity Security Units that are subject to a Last Failed
                  Remarketing on the fifth Business Day immediately preceding
                  the Stock Purchase Date, the Collateral Agent for the benefit
                  of the Company reserves all of its rights as a secured party
                  with respect thereto and, subject to applicable law and
                  Section 5.4 (e) below, may, among other things, permit the
                  Company to cause the Notes to be sold or to retain and cancel
                  such Notes, in either case, in full satisfaction of the
                  Holders' obligations under the Purchase Contracts.

                  (c) Upon the maturity of the Pledged Treasury Securities
         underlying the Stripped Equity Security Units and the Pledged
         Applicable Ownership Interest in the Treasury Portfolio or the Pledged
         Applicable Ownership Interest in the Tax Event Treasury Portfolio, as
         the case may be, underlying the Equity Security Units on the Stock
         Purchase Date, the Collateral Agent shall remit to the Company an
         amount equal to the aggregate Purchase Price applicable to such Equity
         Security Units and Stripped Equity Security Units, as payment for the
         Common Stock issuable upon settlement thereof without receiving any
         instructions from the Holders of such Equity Security Units and
         Stripped Equity Security Units. In the event the payments in respect of
         the Pledged Treasury Securities, Pledged Applicable Ownership Interest
         in the Treasury Portfolio or Pledged Applicable Ownership Interest in
         the Tax Event Treasury Portfolio underlying Equity Security Units or
         Stripped Equity Security Units, as the case may be, is in excess of the
         Purchase Price of the Purchase Contract being settled thereby, the
         Collateral Agent will distribute such excess to the Agent for the
         benefit of the Holder of such Equity Security Units or Stripped Equity
         Security Units, as the case may be, when received.

                  (d) Any distribution to Holders of excess funds and interest
         described in Section 5.4(b) and (c) above shall be payable at the
         office of the Agent in The City of New York maintained for that purpose
         or, at the option of the Holder or the holder of Separate Notes, as
         applicable, by check mailed to the address of the Person entitled
         thereto at such address as it appears on the Register or by wire
         transfer to an account specified by the Holder or the holder of
         Separate Notes, as applicable.

                  (e) The obligations of each Holder to pay the Purchase Price
         are non-recourse obligations and except to the extent paid by Cash
         Settlement, Early Settlement or Merger Early Settlement, are payable
         solely out of the proceeds of any Collateral pledged to secure the
         obligations of the Holders and in no event will Holders be liable for
         any deficiency between such payments and the Purchase Price.

                  (f) Notwithstanding anything to the contrary herein, the
         Company shall not be obligated to issue any Common Stock in respect of
         a Purchase Contract or deliver any certificates therefor to the Holder
         of the related Equity Security Units or Stripped Equity Security Units,
         as the case may be, unless the Company shall have received payment in


                                       41


         full for the shares of Common Stock to be purchased thereunder by such
         Holder in the manner herein set forth.

                  (g) In the event of a successful remarketing, the interest
         rate on all of the outstanding Notes (whether or not included in the
         remarketing) shall be adjusted to the Reset Rate.

         SECTION 5.5 Issuance Of Shares Of Common Stock. Unless a Termination
Event shall have occurred on or prior to the Stock Purchase Date or an Early
Settlement or a Merger Early Settlement shall have occurred, on the Stock
Purchase Date, upon its receipt of payment for the shares of Common Stock
purchased by the Holders pursuant to the foregoing provisions of this Article
and subject to Section 5.6, the Company shall issue and deposit with the Agent,
for the benefit of the Holders of the Outstanding Units, one or more
certificates representing the newly issued shares of Common Stock registered in
the name of the Agent (or its nominee) as custodian for the Holders (such
certificates for shares of Common Stock, together with any dividends or
distributions for which a record date and payment date for such dividend or
distribution has occurred after the Stock Purchase Date, being hereinafter
referred to as the "Purchase Contract Settlement Fund") to which the Holders are
entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to
the Agent on or after the Stock Purchase Date, together with settlement
instructions thereon duly completed and executed, the Holder of such Certificate
shall be entitled to receive in exchange therefor a certificate representing
that number of whole shares of Common Stock which such Holder is entitled to
receive pursuant to the provisions of this Article V (after taking into account
all Equity Security Units and Stripped Equity Security Units then held by such
Holder) together with cash in lieu of fractional shares as provided in Section
5.12 and any dividends or distributions with respect to such shares constituting
part of the Purchase Contract Settlement Fund, but without any interest thereon,
and the Certificate so surrendered shall forthwith be cancelled. Such shares
shall be registered in the name of the Holder or the Holder's designee as
specified in the settlement instructions provided by the Holder to the Agent. If
any shares of Common Stock issued in respect of a Purchase Contract are to be
registered to a Person other than the Person in whose name the Certificate
evidencing such Purchase Contract is registered, no such registration shall be
made unless the Person requesting such registration has paid any transfer and
other taxes required by reason of such registration in a name other than that of
the registered Holder of such Certificate or has established to the satisfaction
of the Company that such tax either has been paid or is not payable.

         SECTION 5.6 Adjustment Of Settlement Rate.


                  (a) Adjustments for Dividends, Distributions, Stock Splits,
         Etc.

                           (1) Stock Dividends. In case the Company shall pay or
                  make a dividend or other distribution on the Common Stock in
                  Common Stock, the Settlement Rate, as in effect at the opening
                  of business on the day following the date fixed for the
                  determination of stockholders entitled to receive such
                  dividend or other distribution shall be increased by dividing
                  such Settlement Rate by a fraction of which the numerator
                  shall be the number of shares of Common Stock outstanding at
                  the close of business on the date fixed for such determination
                  and
                                       42




                  the denominator shall be the sum of such number of shares and
                  the total number of shares constituting such dividend or other
                  distribution, such increase to become effective immediately
                  after the opening of business on the day following the date
                  fixed for such determination. For the purposes of this
                  paragraph (1), the number of shares of Common Stock at the
                  time outstanding shall not include shares held in the treasury
                  of the Company but shall include any shares issuable in
                  respect of any scrip certificates issued in lieu of fractions
                  of shares of Common Stock. The Company will not pay any
                  dividend or make any distribution on shares of Common Stock
                  held in the treasury of the Company.

                           (2) Stock Purchase Rights. In case the Company shall
                  issue rights, options or warrants to all holders of its Common
                  Stock entitling them to subscribe for or purchase shares of
                  Common Stock at a price per share less than the Current Market
                  Price per share of the Common Stock on the date fixed for the
                  determination of stockholders entitled to receive such rights,
                  options or warrants (other than pursuant to a dividend
                  reinvestment, share purchase or similar plan), the Settlement
                  Rate in effect at the opening of business on the day following
                  the date fixed for such determination shall be increased by
                  dividing such Settlement Rate by a fraction, the numerator of
                  which shall be the number of shares of Common Stock
                  outstanding at the close of business on the date fixed for
                  such determination plus the number of shares of Common Stock
                  which the aggregate of the offering price of the total number
                  of shares of Common Stock so offered for subscription or
                  purchase would purchase at such Current Market Price and the
                  denominator of which shall be the number of shares of Common
                  Stock outstanding at the close of business on the date fixed
                  for such determination plus the number of shares of Common
                  Stock so offered for subscription or purchase, such increase
                  to become effective immediately after the opening of business
                  on the day following the date fixed for such determination.
                  For the purposes of this paragraph (2), the number of shares
                  of Common Stock at any time outstanding shall not include
                  shares held in the treasury of the Company but shall include
                  any shares issuable in respect of any scrip certificates
                  issued in lieu of fractions of shares of Common Stock. The
                  Company shall not issue any such rights, options or warrants
                  in respect of shares of Common Stock held in the treasury of
                  the Company.

                           (3) Stock Splits; Reverse Splits. In case outstanding
                  shares of Common Stock shall be subdivided or split into a
                  greater number of shares of Common Stock, the Settlement Rate
                  in effect at the opening of business on the day following the
                  day upon which such subdivision or split becomes effective
                  shall be proportionately increased, and, conversely, in case
                  outstanding shares of Common Stock shall each be combined into
                  a smaller number of shares of Common Stock, the Settlement
                  Rate in effect at the opening of business on the day following
                  the day upon which such combination becomes effective shall be
                  proportionately reduced, such increase or reduction, as the
                  case may be, to become effective immediately after the opening
                  of business on the day following the day upon which such
                  subdivision, split or combination becomes effective.



                                       43



                           (4) Debt or Asset Distributions. (i) In case the
                  Company shall, by dividend or otherwise, distribute to all
                  holders of its Common Stock evidences of its indebtedness,
                  shares of Capital Stock of the Company, securities, cash or
                  other assets (excluding any dividend or distribution covered
                  by clause (1) above or (2) above and any dividend or
                  distribution paid exclusively in cash and any dividend, shares
                  of capital stock of any class or series, or similar equity
                  interests, of or relating to a subsidiary or other business
                  unit in the case of a Spin-Off referred to in the next
                  paragraph), the Settlement Rate shall be adjusted so that the
                  same shall equal the rate determined by dividing the
                  Settlement Rate in effect immediately prior to the close of
                  business on the date fixed for the determination of
                  stockholders entitled to receive such distribution by a
                  fraction, the numerator of which shall be the Current Market
                  Price per share of the Common Stock on the date fixed for such
                  determination less the then fair market value (as determined
                  by the Board of Directors, whose determination shall be
                  conclusive and described in a Board Resolution filed with the
                  Agent) of the portion of the evidences of indebtedness, shares
                  of Capital Stock of the Company, securities, cash or other
                  assets so distributed applicable to one share of Common Stock
                  and the denominator of which shall be such Current Market
                  Price per share of the Common Stock, such adjustment to become
                  effective immediately prior to the opening of business on the
                  day following the date fixed for the determination of
                  stockholders entitled to receive such distribution. In any
                  case in which this paragraph (4) is applicable, paragraph (2)
                  of this Section shall not be applicable.

                                    (ii) In the case of a Spin-Off, the
                           Settlement Rate in effect immediately before the
                           close of business on the record date fixed for
                           determination of stockholders entitled to receive
                           that distribution will be increased by multiplying
                           the Settlement Rate by a fraction, the numerator of
                           which is the Current Market Price per share of the
                           Common Stock plus the Fair Market Value of the
                           portion of those shares of Capital Stock or similar
                           equity interests so distributed applicable to one
                           share of Common Stock and the denominator of which is
                           the Current Market Price per share of the Common
                           Stock. Any adjustment to the settlement rate under
                           this paragraph 4(ii) will occur at the earlier of (1)
                           the tenth Trading Day from, and including, the
                           effective date of the Spin-Off and (2) the date of
                           the securities being offered in the "Initial Public
                           Offering" of the Spin-Off, if that Initial Public
                           Offering is effected simultaneously with the
                           Spin-Off. For purposes of this Section 5.6(a)(4)(ii),
                           the term "Initial Public Offering" means the first
                           time securities of the same class or type as the
                           securities being distributed in the spin-off are
                           offered to the public for cash in a bona fide
                           offering.

                           (5) Cash Distributions. In case the Company shall, by
                  dividend or otherwise, distribute to all holders of its Common
                  Stock cash (excluding any cash that is distributed in a
                  Reorganization Event to which Section 5.6(b) applies or as
                  part of a distribution referred to in paragraph (4) of this
                  Section) (i) in an aggregate amount that, combined together
                  with (ii) the aggregate amount of any other distributions to
                  all holders of its Common Stock made exclusively in cash

                                       44




                  within the 12 months preceding the date of payment of such
                  distribution and in respect of which no adjustment pursuant to
                  this paragraph (5) or paragraph (6) of this Section has been
                  made and (iii) the aggregate of any cash plus the fair market
                  value as of the date of the expiration of the tender or
                  exchange offer referred to below (as determined by the Board
                  of Directors, whose determination shall be conclusive and
                  described in a Board Resolution) of consideration payable in
                  respect of any tender or exchange offer by the Company or any
                  of its subsidiaries for all or any portion of the Common Stock
                  concluded within the 12 months preceding the date of payment
                  of the distribution described in clause (i) above and in
                  respect of which no adjustment pursuant to this paragraph (5)
                  or paragraph (6) of this Section has been made, exceeds 15% of
                  the product of the Current Market Price per share of the
                  Common Stock on the date for the determination of holders of
                  shares of Common Stock entitled to receive such distribution
                  times the number of shares of Common Stock outstanding on such
                  date, then, and in each such case, immediately after the close
                  of business on such date for determination, the Settlement
                  Rate shall be increased so that the same shall equal the rate
                  determined by dividing the Settlement Rate in effect
                  immediately prior to the close of business on the date fixed
                  for determination of the stockholders entitled to receive such
                  distribution by a fraction (A) the numerator of which shall be
                  equal to the Current Market Price per share of the Common
                  Stock on the date fixed for such determination less an amount
                  equal to the quotient of (x) the combined amount distributed
                  or payable in the transactions described in clauses (i), (ii)
                  and (iii) above and (y) the number of shares of Common Stock
                  outstanding on such date for determination and (B) the
                  denominator of which shall be equal to the Current Market
                  Price per share of the Common Stock on such date for
                  determination.

                           (6) Tender Offers. In case (i) a tender or exchange
                  offer made by the Company or any subsidiary of the Company for
                  all or any portion of the Common Stock shall expire and such
                  tender or exchange offer (as amended upon the expiration
                  thereof) shall require the payment to stockholders (based on
                  the acceptance (up to any maximum specified in the terms of
                  the tender or exchange offer) of Purchased Shares) of an
                  aggregate consideration having a fair market value (as
                  determined by the Board of Directors, whose determination
                  shall be conclusive and described in a Board Resolution) that
                  combined together with (ii) the aggregate of the cash plus the
                  fair market value (as determined by the Board of Directors,
                  whose determination shall be conclusive and described in a
                  Board Resolution), as of the expiration of such tender or
                  exchange offer, of consideration payable in respect of any
                  other tender or exchange offer, by the Company or any
                  subsidiary of the Company for all or any portion of the Common
                  Stock expiring within the 12 months preceding the expiration
                  of such tender or exchange offer and in respect of which no
                  adjustment pursuant to paragraph (5) of this Section or this
                  paragraph (6) has been made and (iii) the aggregate amount of
                  any distributions to all holders of the Company's Common Stock
                  made exclusively in cash within the 12 months preceding the
                  expiration of such tender or exchange offer and in respect of
                  which no adjustment pursuant to paragraph (5) of this Section
                  or this paragraph (6) has been made, exceeds 15% of the
                  product of the Current Market Price per share of the Common
                  Stock as of the last time



                                       45




                  (the "Expiration Time") tenders could have been made pursuant
                  to such tender or exchange offer (as it may be amended) times
                  the number of shares of Common Stock outstanding (including
                  any tendered shares) on the Expiration Time, then, and in each
                  such case, immediately prior to the opening of business on the
                  day after the date of the Expiration Time, the Settlement Rate
                  shall be adjusted so that the same shall equal the rate
                  determined by dividing the Settlement Rate immediately prior
                  to the close of business on the date of the Expiration Time by
                  a fraction (A) the numerator of which shall be equal to (x)
                  the product of (I) the Current Market Price per share of the
                  Common Stock on the date of the Expiration Time and (II) the
                  number of shares of Common Stock outstanding (including any
                  tendered shares) on the Expiration Time less (y) the amount of
                  cash plus the fair market value (determined as aforesaid) of
                  the aggregate consideration payable to stockholders based on
                  the transactions described in clauses (i), (ii) and (iii)
                  above (assuming in the case of clause (i) the acceptance, up
                  to any maximum specified in the terms of the tender or
                  exchange offer, of Purchased Shares), and (B) the denominator
                  of which shall be equal to the product of (x) the Current
                  Market Price per share of the Common Stock as of the
                  Expiration Time and (y) the number of shares of Common Stock
                  outstanding (including any tendered shares) as of the
                  Expiration Time less the number of all shares validly tendered
                  and not withdrawn as of the Expiration Time (the shares deemed
                  so accepted, up to any such maximum, being referred to as the
                  "Purchased Shares").

                           (7) Reclassification. The reclassification of Common
                  Stock into securities including securities other than Common
                  Stock (other than any reclassification upon a Reorganization
                  Event to which Section 5.6(b) applies) shall be deemed to
                  involve (i) a distribution of such securities other than
                  Common Stock to all holders of Common Stock (and the effective
                  date of such reclassification shall be deemed to be "the date
                  fixed for the determination of stockholders entitled to
                  receive such distribution" and the "date fixed for such
                  determination" within the meaning of paragraph (4) of this
                  Section), and (ii) a subdivision, split or combination, as the
                  case may be, of the number of shares of Common Stock
                  outstanding immediately prior to such reclassification into
                  the number of shares of Common Stock outstanding immediately
                  thereafter (and the effective date of such reclassification
                  shall be deemed to be "the day upon which such subdivision or
                  split becomes effective" or "the day upon which such
                  combination becomes effective," as the case may be, and "the
                  day upon which such subdivision, split or combination becomes
                  effective" within the meaning of paragraph (3) of this
                  Section).

                           (8) "Current Market Price". The "Current Market
                  Price" of the Common Stock means (a) on any day the average of
                  the Sales Prices for the 5 consecutive Trading Days preceding
                  the earlier of the day preceding the day in question and the
                  day before the "ex date" with respect to the issuance or
                  distribution requiring computation, (b) in the case of any
                  Spin-Off that is effected simultaneously with an Initial
                  Public Offering of the securities being distributed in the
                  Spin-Off, the Sale Price of the Common Stock on the Trading
                  Day on


                                       46



                  which the initial public offering price of the securities
                  being distributed in the Spin-Off is determined, and (c) in
                  the case of any other Spin-Off, the average of the Sale Prices
                  of the Common Stock over the first 10 Trading Days after the
                  effective date of such Spin-Off. For purposes of this
                  paragraph, the term "ex date," when used with respect to any
                  issuance or distribution, shall mean the first date on which
                  the Common Stock trades regular way on such exchange or in
                  such market without the right to receive such issuance or
                  distribution.

                           (9) Calculation of Adjustments. All adjustments to
                  the Settlement Rate shall be calculated to the nearest
                  1/10,000th of a share of Common Stock (or if there is not a
                  nearest 1/10,000th of a share to the next lower 1/10,000th of
                  a share). No adjustment in the Settlement Rate shall be
                  required unless such adjustment would require an increase or
                  decrease of at least one percent therein; provided, that any
                  adjustments which by reason of this subparagraph are not
                  required to be made shall be carried forward and taken into
                  account in any subsequent adjustment. If an adjustment is made
                  to the Settlement Rate pursuant to paragraph (1), (2), (3),
                  (4), (5), (6), (7) or (10) of this Section 5.6(a), an
                  adjustment shall also be made to the Applicable Market Value
                  solely to determine which of clauses (i), (ii) or (iii) of the
                  definition of Settlement Rate in Section 5.1(a) will apply on
                  the Stock Purchase Date. Such adjustment shall be made by
                  multiplying the Applicable Market Value by a fraction, the
                  numerator of which shall be the Settlement Rate immediately
                  after such adjustment pursuant to paragraph (1), (2), (3),
                  (4), (5), (6), (7) or (10) of this Section 5.6(a) and the
                  denominator of which shall be the Settlement Rate immediately
                  before such adjustment; provided, that if such adjustment to
                  the Settlement Rate is required to be made pursuant to the
                  occurrence of any of the events contemplated by paragraph (1),
                  (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during
                  the period taken into consideration for determining the
                  Applicable Market Value, appropriate and customary adjustments
                  shall be made to the Settlement Rate.

                           (10) Increase of Settlement Rate. The Company may
                  make such increases in the Settlement Rate, in addition to
                  those required by this Section, as it considers to be
                  advisable in order to avoid or diminish any income tax to any
                  holders of shares of Common Stock resulting from any dividend
                  or distribution of stock or issuance of rights or warrants to
                  purchase or subscribe for stock or from any event treated as
                  such for income tax purposes or for any other reasons.

                  (b) Adjustment for Consolidation, Merger or Other
         Reorganization Event. In the event of

                           (1) any consolidation or merger of the Company with
                  or into another Person (other than a merger or consolidation
                  in which the Company is the continuing corporation and in
                  which the Common Stock outstanding immediately prior to the
                  merger or consolidation is not exchanged for cash, securities
                  or other property of the Company or another corporation),




                                       47


                           (2) any sale, transfer, lease or conveyance to
                  another Person of the property of the Company as an entirety
                  or substantially as an entirety,

                           (3) any statutory exchange of securities of the
                  Company with another Person (other than in connection with a
                  merger or acquisition), or

                           (4) any liquidation, dissolution or winding up of the
                  Company other than as a result of or after the occurrence of a
                  Termination Event

(any such event, a "Reorganization Event"), each share of Common Stock covered
by each Purchase Contract forming a part of an Equity Security Unit or Stripped
Equity Security Unit, as the case may be, immediately prior to such
Reorganization Event shall, after such Reorganization Event, be converted for
purposes of the Purchase Contract into the kind and amount of securities, cash
and other property receivable in such Reorganization Event (without any interest
thereon, and without any right to dividends or distribution thereon which have a
record date that is prior to the Stock Purchase Date) per share of Common Stock
by a holder of Common Stock that (i) is not a Person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or transfer was made, as the case may be (any such Person,
a "Constituent Person"), or an Affiliate of a Constituent Person to the extent
such Reorganization Event provides for different treatment of Common Stock held
by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his
rights of election, if any, as to the kind or amount of securities, cash and
other property receivable upon such Reorganization Event (provided that if the
kind or amount of securities, cash and other property receivable upon such
Reorganization Event is not the same for each share of Common Stock held
immediately prior to such Reorganization Event by other than a Constituent
Person or an Affiliate thereof and in respect of which such rights of election
shall not have been exercised ("Non-electing Share"), then for the purpose of
this Section the kind and amount of securities, cash and other property
receivable upon such Reorganization Event by each Non-electing Share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in
effect will be applied to the value on the Stock Purchase Date of such
securities, cash or other property.

         In the event of such a Reorganization Event, the Person formed by such
consolidation, merger or exchange or the Person which acquires the assets of the
Company or, in the event of a liquidation or dissolution of the Company, the
Company or a liquidating trust created in connection therewith, shall execute
and deliver to the Agent an agreement supplemental hereto providing that the
Holder of each Outstanding Unit shall have the rights provided by this Section
5.6. Such supplemental agreement shall provide for adjustments which, for events
subsequent to the effective date of such supplemental agreement, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Section. The above provisions of this Section shall similarly apply to
successive Reorganization Events.

         SECTION 5.7 Notice Of Adjustments And Certain Other Events.


                  (a) Whenever the Settlement Rate is adjusted as herein
         provided, the Company shall:


                                       48



                           (i) forthwith compute the Settlement Rate and the
                  Applicable Market Value in accordance with Section 5.6 and
                  prepare and transmit to the Agent an Officer's Certificate
                  setting forth the Settlement Rate and the Applicable Market
                  Value, the method of calculation thereof in reasonable detail,
                  and the facts requiring such adjustment and upon which such
                  adjustment is based; and

                           (ii) as soon as practicable following the occurrence
                  of an event that requires an adjustment to the Settlement Rate
                  pursuant to Section 5.6 (or if the Company is not aware of
                  such occurrence, as soon as practicable after becoming so
                  aware), provide a written notice to the Holders of the Equity
                  Security Units and Stripped Equity Security Units of the
                  occurrence of such event and a statement in reasonable detail
                  setting forth the method by which the adjustment to the
                  Settlement Rate and the Applicable Market Value was determined
                  and setting forth the adjusted Settlement Rate and the
                  Applicable Market Value.

                  (b) The Agent shall not at any time be under any duty or
         responsibility to any Holder of Equity Security Units or Stripped
         Equity Security Units to determine whether any facts exist which may
         require any adjustment of the Settlement Rate and the Applicable Market
         Value, or with respect to the nature or extent or calculation of any
         such adjustment when made, or with respect to the method employed in
         making the same. The Agent shall not be accountable with respect to the
         validity or value (or the kind or amount) of any shares of Common
         Stock, or of any securities or property, which may at the time be
         issued or delivered with respect to any Purchase Contract; and the
         Agent makes no representation with respect thereto. The Agent shall not
         be responsible for any failure of the Company to issue, transfer or
         deliver any shares of Common Stock pursuant to a Purchase Contract or
         to comply with any of the duties, responsibilities or covenants of the
         Company contained in this Article.

         SECTION 5.8 Termination Event; Notice. The Purchase Contracts and all
obligations and rights of the Company and the Holders thereunder, including the
rights and obligations of Holders to purchase Common Stock, shall immediately
and automatically terminate, without the necessity of any notice or action by
any Holder, the Agent or the Company, if, on or prior to the Stock Purchase
Date, a Termination Event shall have occurred. Upon and after the occurrence of
a Termination Event, the Equity Security Units shall thereafter represent the
right to receive the Notes or the appropriate Applicable Ownership Interest in
the Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be,
forming a part of such Equity Security Units, and the Stripped Equity Security
Units shall thereafter represent the right to receive the Treasury Securities
forming a part of such Stripped Equity Security Units, in each case in
accordance with the provisions of Section 4.3 of the Pledge Agreement. Upon the
occurrence of a Termination Event, the Company shall promptly but in no event
later than two Business Days thereafter give written notice to the Agent, the
Collateral Agent and to the Holders, at their addresses as they appear in the
Register.

         SECTION 5.9 Early Settlement.

                  (a) Subject to and upon compliance with the provisions of this
         Section 5.9, Purchase Contracts underlying Equity Security Units or
         Stripped Equity Security Units


                                       49




         having an aggregate Stated Amount equal to $1,000 or an integral
         multiple thereof, may, at the option of the Holder thereof, be settled
         early ("Early Settlement") not later than 11:00 a.m. on the eleventh
         Business Day immediately preceding the Stock Purchase Date; provided,
         however, that no Holder may effect an Early Settlement during the
         period starting at 5:00 p.m., New York City time, on the fourth
         Business Day immediately preceding the first Business Day of any
         Remarketing Period and ending 9:00 a.m., New York City time, on the
         fourth Business Day immediately succeeding the third Business Day in
         such Remarketing Period. In order to exercise the right to effect Early
         Settlement with respect to any Purchase Contracts, the Holder of the
         Certificate evidencing the related Equity Security Units or Stripped
         Equity Security Units, as the case may be, shall deliver such
         Certificate to the Agent at the Corporate Trust Office duly endorsed
         for transfer to the Company or in blank with the form of Election to
         Settle Early on the reverse thereof duly completed and accompanied by
         payment payable to the Company in immediately available funds in an
         amount (the "Early Settlement Amount") equal to (A) the product of (i)
         the Stated Amount of such Equity Security Units or Stripped Equity
         Security Units, as the case may be, multiplied by (ii) the number of
         Purchase Contracts with respect to which the Holder has elected to
         effect Early Settlement, plus (B) if such delivery is made with respect
         to any Purchase Contracts during the period from the close of business
         on any Record Date next preceding any Payment Date to the opening of
         business on such Payment Date, an amount equal to the Contract
         Adjustment Payments, if any, payable on such Payment Date with respect
         to such Purchase Contracts; provided that no payment shall be required
         pursuant to clause (B) of this sentence if the Company shall have
         elected to defer the Contract Adjustment Payments that would otherwise
         be payable on such Payment Date. Except as provided in the immediately
         preceding sentence and subject to Section 5.2(d), no payment or
         adjustment shall be made upon Early Settlement of any Purchase Contract
         on any Contract Adjustment Payments accumulated on such Purchase
         Contract or on account of any dividends on the Common Stock issued upon
         such Early Settlement. If the foregoing requirements are first
         satisfied with respect to Purchase Contracts underlying any Equity
         Security Units or Stripped Equity Security Units, as the case may be,
         at or prior to 5:00 p.m., New York City time, on a Business Day, such
         day shall be the "Early Settlement Date" with respect to such Equity
         Security Units or Stripped Equity Security Units, as the case may be,
         and if such requirements are first satisfied after 5:00 p.m., New York
         City time, on a Business Day or on a day that is not a Business Day,
         the "Early Settlement Date" with respect to such Equity Security Units
         or Stripped Equity Security Units, as the case may be, shall be the
         next succeeding Business Day.

                  If the Treasury Portfolio or the Tax Event Treasury Portfolio
         has replaced the Notes as a component of the Equity Security Units
         following the occurrence of a successful remarketing of the Notes or a
         Tax Event Redemption Date, respectively, holders of Equity Security
         Units may effect Early Settlement only in multiples of      Equity
         Security Units.

                  (b) Upon Early Settlement of any Purchase Contract by the
         Holder of the related Equity Security Units or Stripped Equity Security
         Units, as the case may be, the Company shall issue, and the Holder
         shall be entitled to receive,      shares of Common Stock on account of
         such Purchase Contract (the "Early Settlement Rate"). The Early


                                       50




         Settlement Rate shall be adjusted in the same manner and at the same
         time as the Settlement Rate is adjusted. As promptly as practicable
         after Early Settlement of Purchase Contracts in accordance with the
         provisions of this Section 5.9, the Company shall issue and shall
         deliver to the Agent at the Corporate Trust Office a certificate or
         certificates for the full number of shares of Common Stock issuable
         upon such Early Settlement together with payment in lieu of any
         fraction of a share, as provided in Section 5.12.

                  (c) No later than the third Business Day after the applicable
         Early Settlement Date the Company shall cause (i) the shares of Common
         Stock issuable upon Early Settlement of Purchase Contracts to be issued
         and delivered, and (ii) the related Pledged Notes or Pledged Applicable
         Ownership Interest in the Treasury Portfolio or Pledged Applicable
         Ownership Interest in the Tax Event Treasury Portfolio, in the case of
         Equity Security Units, or the related Pledged Treasury Securities, in
         the case of Stripped Equity Security Units, to be released from the
         Pledge by the Collateral Agent and transferred, in each case, to the
         Agent for delivery to the Holder thereof or the Holder's designee.

                  (d) Upon Early Settlement of any Purchase Contracts, and
         subject to receipt of shares of Common Stock from the Company and the
         Pledged Notes, Pledged Applicable Ownership Interest in the Treasury
         Portfolio, Pledged Applicable Ownership Interest in the Tax Event
         Treasury Portfolio or Pledged Treasury Securities, as the case may be,
         from the Collateral Agent, as applicable, the Agent shall, in
         accordance with the instructions provided by the Holder thereof on the
         applicable form of Election to Settle Early on the reverse of the
         Certificate evidencing the related Equity Security Units or Stripped
         Equity Security Units, as the case may be, (i) transfer to the Holder
         the Pledged Notes, Pledged Applicable Ownership Interest in the
         Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax
         Event Treasury Portfolio or Pledged Treasury Securities, as the case
         may be, forming a part of such Equity Security Units or Stripped Equity
         Security Units, as the case may be, and (ii) deliver to the Holder a
         certificate or certificates for the full number of shares of Common
         Stock issuable upon such Early Settlement together with payment in lieu
         of any fraction of a share, as provided in Section 5.12.

                  (e) In the event that Early Settlement is effected with
         respect to Purchase Contracts underlying less than all the Equity
         Security Units or Stripped Equity Security Units, as the case may be,
         evidenced by a Certificate, upon such Early Settlement the Company
         shall execute and the Agent shall authenticate, execute and deliver to
         the Holder thereof, at the expense of the Company, a Certificate
         evidencing the Equity Security Units or Stripped Equity Security Units,
         as the case may be, as to which Early Settlement was not effected.

         SECTION 5.10 Early Settlement Upon Merger.

                  (a) In the event of a merger or consolidation of the Company
         of the type described in clause (1) of Section 5.6(b) in which the
         Common Stock outstanding immediately prior to such merger or
         consolidation is exchanged for consideration consisting of at least 30%
         cash or cash equivalents (any such event a "Cash Merger"),




                                       51




         then the Company (or the successor to the Company hereunder) shall be
         required to offer the Holder of each Equity Security Unit or Stripped
         Equity Security Unit, as the case may be, the right to settle the
         Purchase Contract underlying such Equity Security Units or Stripped
         Equity Security Units, as the case may be, prior to the Stock Purchase
         Date ("Merger Early Settlement") as provided herein. On or before the
         fifth Business Day after the consummation of a Cash Merger, the Company
         or, at the request and expense of the Company, the Agent, shall give
         all Holders notice of the occurrence of the Cash Merger and of the
         right of Merger Early Settlement arising as a result thereof. The
         Company shall also deliver a copy of such notice to the Agent and the
         Collateral Agent.

Each such notice shall contain:

                           (i) the date, which shall be not less than 20 nor
                  more than 30 calendar days after the date of such notice, on
                  which the Merger Early Settlement will be effected (the
                  "Merger Early Settlement Date");

                           (ii) the date, which shall be on or one Business Day
                  prior to the Merger Early Settlement Date, by which the Merger
                  Early Settlement right must be exercised;

                           (iii) the Settlement Rate in effect as a result of
                  such Cash Merger and the kind and amount of securities, cash
                  and other property receivable by the Holder upon settlement of
                  each Purchase Contract pursuant to Section 5.6(b); and

                           (iv) the instructions a Holder must follow to
                  exercise the Merger Early Settlement right.

                  (b) To exercise a Merger Early Settlement right, a Holder
         shall deliver to the Agent at the Corporate Trust Office on or before
         5:00 p.m., New York City time, on the date specified in the notice the
         Certificate(s) evidencing the Equity Security Units or Stripped Equity
         Security Units, as the case may be, with respect to which the Merger
         Early Settlement right is being exercised duly endorsed for transfer to
         the Company or in blank with the form of Election to Settle Early on
         the reverse thereof duly completed and accompanied by payment payable
         to the Company in immediately available funds in an amount equal to the
         Early Settlement Amount less the amount of cash that otherwise would be
         deliverable by the Company or its successor upon settlement of the
         Purchase Contract in lieu of Common Stock pursuant to Section 5.6(b)
         and as described in the notice to Holders (the "Merger Early Settlement
         Amount").

                  (c) On the Merger Early Settlement Date, the Company shall
         deliver or cause to be delivered (i) the cash, securities and other
         property to be received by such exercising Holder, equal to the
         Settlement Rate as adjusted pursuant to Section 5.6, in respect of the
         number of Purchase Contracts for which such Merger Early Settlement
         right was exercised, and (ii) the related Pledged Notes, Pledged
         Applicable Ownership Interest in the Treasury Portfolio or Pledged
         Applicable Ownership Interest in the Tax Event Treasury Portfolio, in
         the case of Equity Security Units, or Pledged Treasury Securities, in
         the case of Stripped Equity Security Units, to be released from the
         Pledge


                                       52





         by the Collateral Agent and transferred, in each case, to the Agent for
         delivery to the Holder thereof or the Holder's designee. In the event a
         Merger Early Settlement right shall be exercised by a Holder in
         accordance with the terms hereof, all references herein to Stock
         Purchase Date shall be deemed to refer to such Merger Early Settlement
         Date.

                  (d) Upon Merger Early Settlement of any Purchase Contracts,
         and subject to receipt of such net cash, securities or other property
         from the Company and the Pledged Notes, Pledged Applicable Ownership
         Interest in the Treasury Portfolio, Pledged Applicable Ownership
         Interest in the Tax Event Treasury Portfolio or Pledged Treasury
         Securities, as the case may be, from the Collateral Agent, as
         applicable, the Agent shall, in accordance with the instructions
         provided by the Holder thereof on the applicable form of Election to
         Settle Early on the reverse of the Certificate evidencing the related
         Equity Security Units or Stripped Equity Security Units, as the case
         may be, (i) transfer to the Holder the Pledged Notes, Pledged
         Applicable Ownership Interest in the Treasury Portfolio, Pledged
         Applicable Ownership Interest in the Tax Event Treasury Portfolio, or
         Pledged Treasury Securities, as the case may be, forming a part of such
         Equity Security Units or Stripped Equity Security Units, as the case
         may be, and (ii) deliver to the Holder such cash, securities or other
         property issuable upon such Merger Early Settlement together with
         payment in lieu of any fraction of a share, as provided in Section
         5.12.

                  (e) In the event that Merger Early Settlement is effected with
         respect to Purchase Contracts underlying less than all the Equity
         Security Units or Stripped Equity Security Units, as the case may be,
         evidenced by a Certificate, upon such Merger Early Settlement the
         Company (or the successor to the Company hereunder) shall execute and
         the Agent shall authenticate, execute and deliver to the Holder
         thereof, at the expense of the Company, a Certificate evidencing the
         Equity Security Units or Stripped Equity Security Units, as the case
         may be, as to which Merger Early Settlement was not effected.

                  If the Treasury Portfolio or the Tax Event Treasury Portfolio
         has replaced the Notes as a component of the Equity Security Units
         following the occurrence of a successful remarketing of the Notes or a
         Tax Event Redemption Date, respectively, holders of Equity Security
         Units may effect Merger Early Settlement only in multiples of
               Equity Security Units.

         SECTION 5.11 Charges And Taxes. The Company will pay all stock transfer
and similar taxes attributable to the initial issuance and delivery of the
shares of Common Stock pursuant to the Purchase Contracts and in payment of any
Deferred Contract Adjustment Payments; provided, that the Company shall not be
required to pay any such tax or taxes which may be payable in respect of any
exchange of or substitution for a Certificate evidencing an Equity Security Unit
or Stripped Equity Security Unit, as the case may be, or any issuance of a share
of Common Stock in a name other than that of the registered Holder of a
Certificate surrendered in respect of the Equity Security Units and Stripped
Equity Security Units evidenced thereby, other than in the name of the Agent, as
custodian for such Holder, and the Company shall not be required to issue or
deliver such share certificates or Certificates unless and until the Person or
Persons requesting the transfer or issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid or that no such tax is due.




                                       53


         SECTION 5.12 No Fractional Shares. No fractional shares or scrip
representing fractional shares of Common Stock shall be issued or delivered upon
settlement on the Stock Purchase Date or upon Early Settlement or Merger Early
Settlement of any Purchase Contracts. If Certificates evidencing more than one
Purchase Contract shall be surrendered for settlement at one time by the same
Holder, the number of full shares of Common Stock which shall be delivered upon
settlement shall be computed on the basis of the aggregate number of Purchase
Contracts evidenced by the Certificates so surrendered. Instead of any
fractional share of Common Stock which would otherwise be deliverable upon
settlement of any Purchase Contracts on the applicable Settlement Date or upon
Early Settlement or Merger Early Settlement, the Company, through the Agent,
shall make a cash payment in respect of such fractional shares in an amount
equal to the value of such fractional shares times the Applicable Market Value.
The Company shall provide the Agent from time to time with sufficient funds to
permit the Agent to make all cash payments required by this Section 5.12 in a
timely manner.

         SECTION 5.13 Registration Statement and Prospectus. To permit and
enable the Holders to exercise their rights of Cash Settlement, Early Settlement
or Merger Early Settlement under Section 5.4(a), 5.9 or 5.10, as the case may
be, if and to the extent required by applicable law, regulations or
interpretations in effect at the time in the view of counsel to the Company, the
Company shall use commercially reasonable efforts, (i) to have a registration
statement relating to the Common Stock effective under the Securities Act and
(ii) to furnish a current final prospectus and, if applicable, a final
prospectus supplement, in each case in a form that may be used in connection
with the settlement and delivery of the Common Stock pursuant to such Cash
Settlement, Early Settlement or Merger Early Settlement under Section 5.4(a),
5.9 or 5.10, as applicable. The Company shall also take all such actions as may
(upon advice of counsel to the Company) be necessary or desirable under state
securities or blue sky laws in connection with any such Cash Settlement, Early
Settlement or Merger Early Settlement under Section 5.4(a), 5.9 or 5.10, as
applicable. The Company shall pay all expenses relating thereto.

                                  ARTICLE VI.

                                    REMEDIES

         SECTION 6.1 Unconditional Right Of Holders To Purchase Common Stock.
The Holder of any Equity Security Units or Stripped Equity Security Units, as
the case may be, shall have the right, which is absolute and unconditional,

                  (a) subject to the right of the Company to defer payment
         thereof pursuant to Section 5.3, and to the forfeiture of any Deferred
         Contract Adjustment Payments upon Early Settlement pursuant to Section
         5.9(a) or upon Merger Early Settlement pursuant to Section 5.10 or upon
         the occurrence of a Termination Event, to receive payment of each
         installment of the Contract Adjustment Payments, if any, with respect
         to the Purchase Contract constituting a part of such Equity Security
         Units or Stripped Equity Security Units, as the case may be, on the
         respective Payment Date for such Equity Security Units or Stripped
         Equity Security Units, as the case may be, and

                  (b) to purchase Common Stock pursuant to the Purchase Contract
         constituting a part of such Equity Security Units or Stripped Equity
         Security Units and to institute suit


                                       54





         for the enforcement of any such right to purchase Common Stock, and
         such rights shall not be impaired without the consent of such Holder.

         SECTION 6.2 Restoration Of Rights And Remedies. If any Holder has
instituted any proceeding to enforce any right or remedy under this Agreement
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to such Holder, then and in every such case, subject
to any determination in such proceeding, the Company and such Holder shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of such Holder shall continue as though no
such proceeding had been instituted.

         SECTION 6.3 Rights And Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Certificates in the last paragraph of Section 3.10, no right or
remedy herein conferred upon or reserved to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         SECTION 6.4 Delay or Omission Not Waiver. No delay or omission of any
Holder to exercise any right or remedy upon a default shall impair any such
right or remedy or constitute a waiver of any such right. Every right and remedy
given by this Article or by law to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by such Holders.

         SECTION 6.5 Undertaking For Costs. All parties to this Agreement agree,
and each Holder of an Equity Security Unit or Stripped Equity Security Unit, as
the case may be, by its acceptance of such Equity Security Units or Stripped
Equity Security Units, as the case may be, shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Agreement, or in any suit against the Agent for any
action taken, suffered or omitted by it as Agent, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
provided that the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Agent, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% of the Outstanding Units, or to any suit instituted by any Holder for
the enforcement of distributions on any Notes on any Purchase Contract on or
after the respective Payment Date therefor in respect of any Equity Security
Units or Stripped Equity Security Units, as the case may be, held by such
Holder, or for enforcement of the right to purchase shares of Common Stock under
the Purchase Contract constituting part of any Equity Security Units or Stripped
Equity Security Units, as the case may be, held by such Holder.

         SECTION 6.6 Waiver Of Stay Or Extension Laws. The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any


                                       55



manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Agreement; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, but will suffer and permit the execution of every
such power as though no such law had been enacted.

                                  ARTICLE VII.

                                    THE AGENT

         SECTION 7.1 Certain Duties, Rights And Immunities.

                  (a) The Agent shall act as agent for the Holders of the Equity
         Security Units and Stripped Equity Security Units hereunder with such
         powers as are specifically vested in the Agent by the terms of this
         Agreement, the Pledge Agreement, the Remarketing Agreement, the Notes
         and the Equity Security Units and Stripped Equity Security Units, and
         any documents evidencing thereof or related thereto (the "Transaction
         Documents"), together with such other powers as are reasonably
         incidental thereto. The Agent:

                           (1) shall have no duties or responsibilities except
                  those expressly set forth in the Transaction Documents and no
                  implied covenants or obligations shall be inferred from any
                  Transaction Documents against the Agent, nor shall the Agent
                  be bound by the provisions of any agreement by any party
                  hereto beyond the specific terms hereof;

                           (2) shall be entitled conclusively to rely upon (x)
                  any certification, order, judgment, opinion, notice or other
                  communication (including, without limitation, any thereof by
                  telephone or facsimile) reasonably believed by it to be
                  genuine and correct and to have been signed or sent by or on
                  behalf of the proper Person or Persons (without being required
                  to determine the correctness of any fact stated therein), (y)
                  the truth of the statements and the correctness of the
                  opinions expressed therein and (z) advice and statements of
                  legal counsel and other experts selected by the Agent;

                           (3) as to any matters not expressly provided for by
                  any Transaction Document, shall in all cases be fully
                  protected in acting, or in refraining from acting, hereunder
                  or thereunder in accordance with instructions given by the
                  Company or the Holders in accordance with the Transaction
                  Documents;

                           (4) shall not be responsible for any recitals
                  contained in any Transaction Document, or in any certificate
                  or other document referred to or provided for in, or received
                  by it under, any Transaction Document or the Equity Security
                  Units or Stripped Equity Security Units, or for the value,
                  validity, effectiveness, genuineness, enforceability or
                  sufficiency of any Transaction Document (other than as against
                  the Agent) or the Equity Security Units or Stripped Equity
                  Security Units or any other document referred to or provided
                  for herein or therein or for any failure by the Company, any
                  Holder or any other


                                       56



                  Person (except the Agent) to perform any of its obligations
                  hereunder or thereunder or for the perfection, priority or,
                  except as expressly required hereby, existence, validity,
                  perfection or maintenance of any security interest created
                  under the Pledge Agreement, or for the use or application by
                  the Company of the proceeds in respect of the Purchase
                  Contracts;

                           (5) shall not be required to initiate or conduct any
                  litigation or collection proceedings hereunder;

                           (6) shall not be responsible for any action taken or
                  omitted to be taken by it hereunder or under any other
                  document or instrument referred to or provided for herein or
                  in connection herewith or therewith, except for its own gross
                  negligence, bad faith or willful misconduct; and

                           (7) shall not be required to advise any party as to
                  selling or retaining, or taking or refraining from taking any
                  action with respect to, the Equity Security Units or Stripped
                  Equity Security Units or other rights under any Transaction
                  Document.

                  (b) No provision of any Transaction Document shall be
         construed to relieve the Agent from liability for its own negligent
         action, its own negligent failure to act, its own bad faith, or its own
         willful misconduct, except that:

                           (1) this paragraph (b) shall not be construed to
                  limit the effect of paragraph (a) of this Section;

                           (2) the Agent shall not be liable for any error of
                  judgment made in good faith by a Responsible Officer, unless
                  it shall be proved that the Agent was grossly negligent in
                  ascertaining the pertinent facts; and

                           (3) in no event shall the Agent be required to expend
                  or risk its own funds or otherwise incur any financial
                  liability in the performance of any of its duties hereunder.

                  (c) In no event shall the Agent or its officers, employees or
         agents be liable for any special, indirect, individual, punitive or
         consequential loss or damages, lost profits or loss of business,
         arising in connection with any Transaction Document, whether or not the
         likelihood of such loss or damage was known to the Agent, and
         regardless of the form of action.

                  (d) Whether or not therein expressly so provided, every
         provision of every Transaction Document relating to the conduct or
         affecting the liability of or affording protection to the Agent shall
         be subject to the provisions of this Section.

                  (e) The Agent is authorized to execute and deliver the Pledge
         Agreement and the Remarketing Agreement and any supplement thereto in
         its capacity as Agent.



                                       57


                  (f) The Agent shall have no liability whatsoever for the
         action or inaction of any Clearing Agency or any book-entry system
         thereof. In no event shall any Clearing Agency or any book-entry system
         thereof be deemed an agent or subcustodian of the Agent.

                  (g) The Agent shall not be responsible or liable for any
         failure or delay in the performance of its obligations under any
         Transaction Document arising out of or caused, directly or indirectly,
         by circumstances beyond its reasonable control, including, without
         limitation, acts of God; acts of terrorism; earthquakes; fires; floods;
         wars; civil or military disturbances; sabotage; epidemics; riots;
         interruptions, loss or malfunctions of utilities, computer (hardware or
         software) or communications service; accidents; labor disputes; acts of
         civil or military authority; governmental actions; or inability to
         obtain labor, material, equipment or transportation.

         SECTION 7.2 Notice Of Default. Within 30 days after the occurrence of
any default by the Company hereunder of which a Responsible Officer of the Agent
has actual knowledge, the Agent shall transmit by mail to the Company and the
Holders of Equity Security Units and Stripped Equity Security Units, as their
names and addresses appear in the Register, notice of such default hereunder,
unless such default shall have been cured or waived.

         SECTION 7.3 Certain Rights Of Agent. Subject to the provisions of
Section 7.1:

                  (a) request or direction of the Company mentioned herein shall
         be sufficiently evidenced by an Officer's Certificate, Issuer Order or
         Issuer Request, and any resolution of the Board of Directors of the
         Company may be sufficiently evidenced by a Board Resolution;

                  (b) whenever in the administration of this Agreement the Agent
         shall deem it desirable that a matter be proved or established prior to
         taking, suffering or omitting any action hereunder, the Agent (unless
         other evidence be herein specifically prescribed) may, in the absence
         of bad faith on its part, rely upon an Officer's Certificate of the
         Company;

                  (c) the Agent may consult with counsel and the written advice
         of such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon;

                  (d) the Agent shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Agent, in its discretion, may make
         reasonable further inquiry or investigation into such facts or matters
         related to the execution, delivery and performance of the Purchase
         Contracts as it may see fit, and, if the Agent shall determine to make
         such further inquiry or investigation, it shall be given a reasonable
         opportunity to examine the books, records and premises of the Company,
         personally or by agent or attorney; and



                                       58




                  (e) the Agent may execute any of the powers hereunder or
         perform any duties hereunder either directly or by or through agents or
         attorneys or an Affiliate of the Agent and the Agent shall not be
         responsible for any misconduct or negligence on the part of any agent
         or attorney or an Affiliate appointed with due care by it hereunder.

         SECTION 7.4 Not Responsible For Recitals, Etc. The recitals contained
herein and in the Certificates shall be taken as the statements of the Company.

         SECTION 7.5 May Hold Equity Security Units and Stripped Equity Security
Units And Other Dealings. Any Registrar or any other agent of the Company, or
the Agent and its Affiliates, in their individual or any other capacity, may
become the owner or pledgee of Equity Security Units or Stripped Equity Security
Units, as the case may be, and may otherwise deal with the Company, the
Collateral Agent or any other Person with the same rights it would have if it
were not Registrar or such other agent, or the Agent. The Agent and its
Affiliates may (without having to account therefor to the Company or any Holder
of Equity Security Units or Stripped Equity Security Units or holder of Separate
Notes) accept deposits from, lend money to, make their investments in and
generally engage in any kind of banking, trust or other business with the
Company, any Holder of Equity Security Units or Stripped Equity Security Units
and any holder of Separate Notes (and any of their respective subsidiaries or
Affiliates) as if it were not acting as the Agent and the Agent and their
Affiliates may accept fees and other consideration from the Company, any Holder
of Equity Security Units or Stripped Equity Security Units or any holder of
Separate Notes without having to account for the same to any such Person.

         SECTION 7.6 Money Held In Custody. Money held by the Agent in custody
hereunder need not be segregated from the Agent's other funds except to the
extent required by law or provided herein. The Agent shall be under no
obligation to invest or pay interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.

         SECTION 7.7 Compensation And Reimbursement. The Company agrees:

                  (a) to pay to the Agent from time to time compensation for all
         services rendered by it hereunder or under the Transaction Documents as
         shall be agreed in writing between the Company and the Agent;

                  (b) to reimburse the Agent upon its request for all reasonable
         expenses, disbursements and advances incurred or made by the Agent in
         accordance with any provision of this Agreement or the Transaction
         Documents (including the reasonable compensation and the reasonable
         expenses and disbursements of its agents and counsel), except any such
         expense, disbursement or advance as may be attributable to its
         negligence, willful misconduct or bad faith; and

                  (c) to indemnify the Agent and any predecessor Agent for, and
         to hold it harmless against, any loss, liability or reasonable
         out-of-pocket expense incurred without gross negligence, willful
         misconduct or bad faith on its part, arising out of or in connection
         with the acceptance or administration of its duties under the
         Transaction Documents, including the costs and expenses (including
         reasonable fees and expenses of


                                       59




         counsel) of defending itself against any claim or liability in
         connection with the exercise or performance of any of its powers or
         duties under the Transaction Documents. The Agent shall promptly notify
         the Company of any third party claim which may give rise to the
         indemnity hereunder and give the Company the opportunity to participate
         in the defense of such claim with counsel reasonably satisfactory to
         the indemnified party, and no such claim shall be settled without the
         written consent of the Company, which consent shall not be unreasonably
         withheld, provided that any failure to give any such notice shall not
         affect the obligation of the Company under this Section.

The provisions of this Section 7.7 shall survive the termination of this
Agreement or the resignation or removal of the Agent.

         SECTION 7.8 Corporate Agent Required; Eligibility. There shall at all
times be an Agent hereunder which shall be a Corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate trust
powers, having (or being a member of a bank holding company having) a combined
capital and surplus of at least $50,000,000, subject to supervision or
examination by federal or state authority and having a Corporate Trust Office in
the Borough of Manhattan, The City of New York, if there be such a Corporation,
qualified and eligible under this Article and willing to act on reasonable
terms. If such Corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Agent shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         SECTION 7.9 Resignation And Removal; Appointment Of Successor.

                  (a) No resignation or removal of the Agent and no appointment
         of a successor Agent pursuant to this Article shall become effective
         until the acceptance of appointment by the successor Agent in
         accordance with the applicable requirements of Section 7.10.

                  (b) The Agent may resign at any time by giving written notice
         thereof to the Company 60 days prior to the effective date of such
         resignation. If the instrument of acceptance by a successor Agent
         required by Section 7.10 shall not have been delivered to the Agent
         within 30 days after the giving of such notice of resignation, the
         resigning Agent may petition any court of competent jurisdiction for
         the appointment of a successor Agent.

                  (c) The Agent may be removed at any time by Act of the Holders
         of a majority in number of the Outstanding Units delivered to the Agent
         and the Company.

                  (d) If at any time:

                           (1) the Agent fails to comply with Section 310(b) of
                  the TIA, as if the Agent were a trustee under an indenture
                  qualified under the TIA, after written request therefor by the
                  Company or by any Holder who has been a bona fide


                                       60




                  Holder of an Equity Security Unit or Stripped Equity Security
                  Unit for at least six months; or

                           (2) the Agent shall cease to be eligible under
                  Section 7.8 and shall fail to resign after written request
                  therefor by the Company or by any such Holder; or

                           (3) the Agent shall become incapable of acting or
                  shall be adjudged a bankrupt or insolvent or a receiver of the
                  Agent or of its property shall be appointed or any public
                  officer shall take charge or control of the Agent or of its
                  property or affairs for the purpose of rehabilitation,
                  conservation or liquidation;

then, in any such case, (x) the Company by a Board Resolution may remove the
Agent, or (y) any Holder who has been a bona fide Holder of an Equity Security
Unit or Stripped Equity Security Unit for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Agent and the appointment of a successor
Agent.

                  (e) If the Agent shall resign, be removed or become incapable
         of acting, or if a vacancy shall occur in the office of Agent for any
         cause, the Company, by a Board Resolution, shall promptly appoint a
         successor Agent and shall comply with the applicable requirements of
         Section 7.10. If no successor Agent shall have been so appointed by the
         Company and accepted appointment in the manner required by Section
         7.10, any Holder who has been a bona fide Holder of an Equity Security
         Unit or Stripped Equity Security Unit for at least six months may, on
         behalf of himself and all others similarly situated, petition any court
         of competent jurisdiction for the appointment of a successor Agent.

                  (f) Company shall give, or shall cause such successor Agent to
         give, notice of each resignation and each removal of the Agent and each
         appointment of a successor Agent by mailing written notice of such
         event by first-class mail, postage prepaid, to all Holders as their
         names and addresses appear in the applicable Register. Each notice
         shall include the name of the successor Agent and the address of its
         Corporate Trust Office.

         SECTION 7.10 Acceptance Of Appointment By Successor.

                  (a) In case of the appointment hereunder of a successor Agent,
         every such successor Agent so appointed shall execute, acknowledge and
         deliver to the Company and to the retiring Agent an instrument
         accepting such appointment, and thereupon the resignation or removal of
         the retiring Agent shall become effective and such successor Agent,
         without any further act, deed or conveyance, shall become vested with
         all the rights, powers, agencies and duties of the retiring Agent; but,
         on the request of the Company or the successor Agent, such retiring
         Agent shall, upon payment of its charges, execute and deliver an
         instrument transferring to such successor Agent all the rights, powers
         and trusts of the retiring Agent and duly assign, transfer and deliver
         to such successor Agent all property and money held by such retiring
         Agent hereunder.

                  (b) Upon request of any such successor Agent, the Company
         shall execute any and all instruments for more fully and certainly
         vesting in and confirming to such



                                       61




         successor Agent all such rights, powers and agencies referred to in
         paragraph (a) of this Section.

                  (c) No successor Agent shall accept its appointment unless at
         the time of such acceptance such successor Agent shall be qualified and
         eligible under this Article.

         SECTION 7.11 Merger, Conversion, Consolidation Or Succession To
Business. Any Corporation into which the Agent may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any
Corporation succeeding to all or substantially all the corporate trust business
of the Agent, shall be the successor of the Agent hereunder, provided such
Corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Certificates shall have been
authenticated and executed on behalf of the Holders, but not delivered, by the
Agent then in office, any successor by merger, conversion or consolidation to
such Agent shall adopt such authentication and execution and deliver the
Certificates so authenticated and executed with the same effect as if such
successor Agent had itself authenticated and executed such Equity Security Units
and Stripped Equity Security Units.

         SECTION 7.12 Preservation Of Information; Communications To Holders.

                  (a) The Agent shall preserve, in as current a form as is
         reasonably practicable, the names and addresses of Holders received by
         the Agent in its capacity as Registrar.

                  (b) If three or more Holders (herein referred to as
         "Applicants") apply in writing to the Agent, and furnish to the Agent
         reasonable proof that each such applicant has owned an Equity Security
         Unit or Stripped Equity Security Unit, as the case may be, for a period
         of at least six months preceding the date of such application, and such
         application states that the applicants desire to communicate with other
         Holders with respect to their rights under this Agreement or under the
         Equity Security Units or Stripped Equity Security Units, as the case
         may be, and is accompanied by a copy of the form of proxy or other
         communication which such applicants propose to transmit, then the Agent
         shall mail to all the Holders copies of the form of proxy or other
         communication which is specified in such request, with reasonable
         promptness after a tender to the Agent of the materials to be mailed
         and of payment, or provision, in the absence of bad faith, satisfactory
         to the Agent for the payment, of the reasonable expenses of such
         mailing.

         SECTION 7.13 Failure to Act. In the event of any ambiguity in the
provisions of any Transaction Document or any dispute between or conflicting
claims by or among the parties hereto or any other Person, the Agent shall be
entitled, after prompt notice to the Company and the Holders of Equity Security
Units and Stripped Equity Security Units, at its sole option, to refuse to
comply with any and all such claims, demands or instructions so long as such
dispute or conflict shall continue, and the Agent shall not be or become liable
in any way to any of the parties hereto for its failure or refusal to comply
with such conflicting claims, demands or instructions. The Agent shall be
entitled to refuse to act until either (i) such conflicting or adverse claims or
demands shall have been finally determined by a court of competent



                                       62


jurisdiction or settled by agreement between the conflicting parties as
evidenced in a writing, reasonably satisfactory to the Agent, or (ii) the Agent
shall have received security or an indemnity reasonably satisfactory to the
Agent sufficient to save the Agent harmless from and against any and all loss,
liability or reasonable out-of-pocket expense which the Agent may incur by
reason of its acting without bad faith, willful misconduct or gross negligence.
The Agent may in addition elect to commence an interpleader action or seek other
judicial relief or orders as the Agent may deem necessary. Notwithstanding
anything contained herein to the contrary, the Agent shall not be required to
take any action that is in its opinion contrary to law or to the terms of any
Transaction Document, or which would in its opinion subject it or any of its
officers, employees or directors to liability.

         SECTION 7.14 No Obligations Of Agent. Except to the extent otherwise
provided in this Agreement, the Agent assumes no obligation and shall not be
subject to any liability under this Agreement, the Pledge Agreement or any
Purchase Contract in respect of the obligations of the Holder of any Equity
Security Units or Stripped Equity Security Units thereunder. The Company agrees,
and each Holder of a Certificate, by such Holder's acceptance thereof, shall be
deemed to have agreed, that the Agent's execution of the Certificates on behalf
of the Holders shall be solely as agent and attorney-in-fact for the Holders,
and that the Agent shall have no obligation to perform such Purchase Contracts
on behalf of the Holders, except to the extent expressly provided in Article V.

         SECTION 7.15 Tax Compliance.

                  (a) The Agent, on its own behalf and on behalf of the Company,
         will comply with all applicable certification, information reporting
         and withholding (including "backup" withholding) requirements imposed
         on it as a paying agent by applicable tax laws, regulations or
         administrative practice with respect to any payments made with respect
         to the Equity Security Units and Stripped Equity Security Units. Such
         compliance shall include, without limitation, the preparation and
         timely filing of required returns and the timely payment of all amounts
         required to be withheld to the appropriate taxing authority or its
         designated agent.

                  (b) The Agent shall comply with any reasonable written
         direction timely received from the Company with respect to the
         application of such requirements to particular payments or Holders or
         in other particular circumstances, and may for purposes of this
         Agreement rely on any such direction in accordance with the provisions
         of Section 7.1(a)(2).

                  (c) The Agent shall maintain all appropriate records
         documenting compliance with such requirements, and shall make such
         records available, on written request, to the Company or its authorized
         representative within a reasonable period of time after receipt of such
         request.

                                       63

                                 ARTICLE VIII.

                             SUPPLEMENTAL AGREEMENTS

         SECTION 8.1 Supplemental Agreements Without Consent Of Holders. Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Agent, at any time and from time to time, may enter into one or more
agreements supplemental hereto, in form satisfactory to the Company and the
Agent, for any of the following purposes:

                  (a) to evidence the succession of another Person to the
         Company, and the assumption by any such successor of the covenants of
         the Company herein and in the Certificates; or

                  (b) to add to the covenants of the Company for the benefit of
         the Holders, or to surrender any right or power herein conferred upon
         the Company; or

                  (c) to evidence and provide for the acceptance of appointment
         hereunder by a successor Agent; or

                  (d) to make provision with respect to the rights of Holders
         pursuant to the requirements of Section 5.6(b) or 5.10; or

                  (e) to cure any ambiguity, to correct or supplement any
         provisions herein which may be inconsistent with any other provisions
         herein, or to make any other provisions with respect to such matters or
         questions arising under this Agreement, provided such action shall not
         adversely affect the interests of the Holders.

         SECTION 8.2       Supplemental Agreements With Consent Of Holders.

                  (a) With the consent of the Holders of not less than a
         majority of the outstanding Equity Security Units and Stripped Equity
         Security Units voting together as one class, by Act of said Holders
         delivered to the Company and the Agent, the Company, when authorized by
         a Board Resolution, and the Agent may enter into an agreement or
         agreements supplemental hereto, in form satisfactory to the Company and
         the Agent, for the purpose of modifying in any manner the terms of the
         Purchase Contracts, or the provisions of this Agreement or the rights
         of the Holders in respect of the Equity Security Units and Stripped
         Equity Security Units; provided, that, except as contemplated herein,
         no such supplemental agreement shall, without the consent of the Holder
         of each Outstanding Unit affected thereby:

                           (1) change any Payment Date;

                           (2) change the amount or the type of Collateral
                  required to be Pledged to secure a Holder's Obligations under
                  the Purchase Contract, impair the right of the Holder of any
                  Purchase Contract to receive distributions on the related
                  Collateral (except for the rights of Holders of Equity
                  Security Units to substitute the Treasury Securities for the
                  Pledged Notes, Pledged Applicable Ownership Interest in the
                  Treasury Portfolio or Pledged Applicable Ownership Interest
                  in the


                                       64


                  Tax Event Treasury Portfolio, or the rights of holders of
                  Stripped Equity Security Units to substitute Notes for the
                  Pledged Treasury Securities) or otherwise adversely affect the
                  Holder's rights in or to such Collateral or materially
                  adversely alter the rights in or to such Collateral;

                           (3) reduce any Contract Adjustment Payments, if any,
                  or any Deferred Contract Adjustment Payment, or change any
                  place where, or the coin or currency in which, any Contract
                  Adjustment Payment is payable;

                           (4) impair the right to institute suit for the
                  enforcement of any Purchase Contract, any Contract Adjustment
                  Payment, if any, or any Deferred Contract Adjustment Payment,
                  if any;

                           (5) reduce the number of shares of Common Stock to be
                  purchased pursuant to any Purchase Contract, increase the
                  price to purchase shares of Common Stock upon settlement of
                  any Purchase Contract, change the Stock Purchase Date or
                  otherwise materially adversely affect the Holder's rights
                  under any Purchase Contract; or

                           (6) reduce the percentage of the outstanding Purchase
                  Contracts the consent of whose Holders is required for any
                  such supplemental agreement;

         provided, that if any amendment or proposal referred to above would
         adversely affect only the Equity Security Units or the Stripped Equity
         Security Units, then only the affected class of Holder as of the record
         date for the Holders entitled to vote thereon will be entitled to vote
         on such amendment or proposal, and such amendment or proposal shall not
         be effective except with the consent of Holders of not less than a
         majority or, in the case of proposals specified in clauses (1) through
         (6) above, 100% of such class.

                  (b) It shall not be necessary for any Act of Holders under
         this Section to approve the particular form of any proposed
         supplemental agreement, but it shall be sufficient if such Act shall
         approve the substance thereof.

         SECTION 8.3 Execution Of Supplemental Agreements. In executing, or
accepting the additional agencies created by, any supplemental agreement
permitted by this Article or the modifications thereby of the agencies created
by this Agreement, the Agent shall be provided and (subject to Section 7.1)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental agreement is authorized or permitted by this
Agreement. The Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Agent's own rights, duties or
immunities under this Agreement or otherwise.

         SECTION 8.4 Effect Of Supplemental Agreements. Upon the execution of
any supplemental agreement under this Article, this Agreement shall be modified
in accordance therewith, and such supplemental agreement shall form a part of
this Agreement for all purposes; and every Holder of Certificates theretofore or
thereafter authenticated, executed on behalf of the Holders and delivered
hereunder shall be bound thereby.


                                       65



         SECTION 8.5 Reference To Supplemental Agreements. Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any supplemental agreement pursuant to this Article may, and shall
if required by the Agent, bear a notation in form approved by the Agent as to
any matter provided for in such supplemental agreement. If the Company shall so
determine, new Certificates so modified as to conform, in the opinion of the
Agent and the Company, to any such supplemental agreement may be prepared and
executed by the Company and authenticated, executed on behalf of the Holders and
delivered by the Agent in exchange for outstanding Certificates.

                                  ARTICLE IX.

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 9.1 Covenant Not To Merge, Consolidate, Sell Or Convey Property
Except Under Certain Conditions. The Company covenants that it will not (a)
merge or consolidate with any other Person or (b) sell, assign, transfer, lease
or convey all or substantially all of its properties and assets to any Person or
group of affiliated Persons in one transaction or a series of related
transactions other than, with respect to clause (b), a direct or indirect
wholly-owned subsidiary of the Company, unless (i) either the Company shall be
the continuing Corporation, or the successor (if other than the Company) shall
be a Corporation organized and existing under the laws of the United States of
America or a State thereof or the District of Columbia and such Corporation
shall expressly assume all the obligations of the Company under the Purchase
Contracts, the Notes, this Agreement, the Remarketing Agreement and the Pledge
Agreement by one or more supplemental agreements in form reasonably satisfactory
to the Agent and the Collateral Agent, executed and delivered to the Agent and
the Collateral Agent by such Corporation, and (ii) the Company or such successor
Corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale, assignment, transfer, lease or conveyance, be in
default in the performance of any covenant or condition hereunder, under any of
the Purchase Contracts, under the Remarketing Agreement, or under the Pledge
Agreement. Notwithstanding anything herein to the contrary, a wholly-owned
subsidiary of the Company to whom the Company has sold, assigned, transferred,
leased or conveyed all or substantially all of its properties and assets shall
be required to expressly assume by a supplemental agreement, executed and
delivered to the Agent, in form satisfactory to the Agent, all the obligations
of the Company under Section 7.7.

         SECTION 9.2 Rights And Duties Of Successor Corporation.

                  (a) In case of any such consolidation, merger, sale,
         assignment, transfer, lease or conveyance and upon any such assumption
         by a successor Corporation in accordance with Section 9.1, such
         successor Corporation shall succeed to and be substituted for the
         Company with the same effect as if it had been named herein as the
         Company and thereafter, except in the case of a lease, the predecessor
         Person shall be relieved of all obligations and covenants under the
         Purchase Contracts, the Notes, this Agreement, the Remarketing
         Agreement and the Pledge Agreement. Such successor Corporation
         thereupon may cause to be signed, and may issue either in its own name
         or in the name of the Company, any or all of the Certificates
         evidencing Equity Security Units and Stripped Equity Security Units
         issuable hereunder which theretofore shall not have been signed by



                                       66


         the Company and delivered to the Agent; and, upon the order of such
         successor Corporation, instead of the Company, and subject to all the
         terms, conditions and limitations in this Agreement prescribed, the
         Agent shall authenticate and execute on behalf of the Holders and
         deliver any Certificates which previously shall have been signed and
         delivered by the officers of the Company to the Agent for
         authentication and execution, and any Certificate evidencing Equity
         Security Units or Stripped Equity Security Units which such successor
         Corporation thereafter shall cause to be signed and delivered to the
         Agent for that purpose. All the Certificates so issued shall in all
         respects have the same legal rank and benefit under this Agreement as
         the Certificates theretofore or thereafter issued in accordance with
         the terms of this Agreement as though all of such Certificates had been
         issued at the date of the execution hereof.

                  (b) In case of any such consolidation, merger, sale,
         assignment, transfer, lease or conveyance such change in phraseology
         and form (but not in substance) may be made in the Certificates
         evidencing Equity Security Units and Stripped Equity Security Units
         thereafter to be issued as may be appropriate.

         SECTION 9.3 Opinion Of Counsel Given To Agent. The Agent, subject to
Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence
that any such consolidation, merger, sale, assignment, transfer, lease or
conveyance, and any such assumption, complies with the provisions of this
Article and that all conditions precedent to the consummation of any such
consolidation, merger, sale, assignment, transfer, lease or conveyance have been
met.

                                   ARTICLE X.

                                    COVENANTS

         SECTION 10.1 Performance Under Purchase Contracts. The Company
covenants and agrees for the benefit of the Holders from time to time of the
Equity Security Units and Stripped Equity Security Units that it will duly and
punctually perform its obligations under the Purchase Contracts in accordance
with the terms of the Purchase Contracts and this Agreement.

         SECTION 10.2 Maintenance Of Office Or Agency.

                  (a) The Company will maintain in the Borough of Manhattan, The
         City of New York an office or agency where Certificates may be
         presented or surrendered for payment of Contract Adjustment Payments,
         acquisition of shares of Common Stock upon settlement of the Purchase
         Contracts on any Settlement Date and for transfer of Collateral upon
         occurrence of a Termination Event, where Certificates may be
         surrendered for registration of transfer or exchange, for a Collateral
         Substitution or reestablishment of Equity Security Units and where
         notices and demands to or upon the Company in respect of the Equity
         Security Units and Stripped Equity Security Units and this Agreement
         may be served. The Company will give prompt written notice to the Agent
         of the location, and any change in the location, of such office or
         agency. If at any time the Company shall fail to maintain any such
         required office or agency or shall fail to furnish the Agent with the
         address thereof, such presentations, surrenders, notices and demands
         may be


                                       67


         made or served at the Corporate Trust Office, and the Company hereby
         appoints the Agent as its agent to receive all such presentations,
         surrenders, notices and demands.

                  (b) The Company may also from time to time designate one or
         more other offices or agencies where Certificates may be presented or
         surrendered for any or all such purposes and may from time to time
         rescind such designations; provided, that no such designation or
         rescission shall in any manner relieve the Company of its obligation to
         maintain an office or agency in the Borough of Manhattan, The City of
         New York for such purposes. The Company will give prompt written notice
         to the Agent of any such designation or rescission and of any change in
         the location of any such other office or agency. The Company hereby
         designates as the place of payment for the Equity Security Units and
         Stripped Equity Security Units the Corporate Trust Office and appoints
         the Agent at its Corporate Trust Office as paying agent in such city.

         SECTION 10.3 Company To Reserve Common Stock. The Company shall at all
times prior to the Stock Purchase Date reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock or treasury
Common Stock the full number of shares of Common Stock issuable against tender
of payment in respect of all Purchase Contracts constituting a part of the
Equity Security Units and Stripped Equity Security Units evidenced by
outstanding Certificates.

         SECTION 10.4 Covenants As To Common Stock. The Company covenants that
all shares of Common Stock which may be issued against tender of payment in
respect of any Purchase Contract constituting a part of the Outstanding Units
will, upon issuance, be duly authorized, validly issued, fully paid and
nonassessable.

         SECTION 10.5 Statements Of Officer Of The Company As To Default. The
Company will deliver to the Agent, within 120 days after the end of each fiscal
year of the Company ending after the date hereof, an Officer's Certificate,
stating whether or not to the best knowledge of the signer thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions hereof, and if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which such Officer may have
knowledge.

                            [SIGNATURE PAGES FOLLOW]


                                       68



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

                                         DTE ENERGY COMPANY


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


                                         THE BANK OF NEW YORK,
                                         as Purchase Contract Agent


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











                                       69




                                    EXHIBIT A
                    FORM OF EQUITY SECURITY UNIT CERTIFICATE

         [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - THIS CERTIFICATE IS A
GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS
HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A
NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR
A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE
CONTRACT AGREEMENT.

         Unless this Certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) 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 such other name
as requested by an authorized representative of The Depository Trust Company,
and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]

               (Form of Face of Equity Security Unit Certificate)

No. ______________                                             CUSIP No.
Number of Equity Security Units____________

         This Equity Security Unit Certificate certifies that [For inclusion in
Global Certificates only -Cede & Co.] is the registered Holder of the number of
Equity Security Units set forth above [For inclusion in Global Certificates only
- - or such other number of Equity Security Units reflected in the Schedule of
Increases or Decreases in Global Certificates attached hereto]. Each Equity
Security Unit represents (i) either (a) beneficial ownership by the Holder of
one      % Senior Note due 2007 (the "Note") of DTE ENERGY COMPANY, a Michigan
corporation (the "Company"), having a principal amount of $25, subject to the
Pledge of such Note by such Holder pursuant to the Pledge Agreement, or (b) if
the Note has been remarketed by the Remarketing Agent, the appropriate
Applicable Ownership Interest in the Treasury Portfolio, subject to the Pledge
of such Applicable Ownership Interest in the Treasury Portfolio by such Holder
pursuant to the Pledge Agreement, or (c) if a Tax Event Redemption has occurred,
the appropriate Applicable Ownership Interest in the Tax Event Treasury
Portfolio subject to the Pledge of such Applicable Ownership Interest in the Tax
Event Treasury Portfolio pursuant to the Pledge Agreement, and (ii) the rights
and obligations of the Holder under one Purchase Contract with the Company. All
capitalized terms used herein which are defined in the Purchase Contract
Agreement have the meaning set forth therein.

         Pursuant to the Pledge Agreement, the Note or the appropriate
Applicable Ownership Interest in the Treasury Portfolio or Applicable Ownership
Interest in the Tax Event Treasury Portfolio, as the case may be, constituting
part of each Equity Security Unit evidenced hereby has been pledged to the
Collateral Agent, for the benefit of the Company, to secure the



                                      A-1



obligations of the Holder under the Purchase Contract comprising a part of such
Equity Security Unit.

         The Pledge Agreement provides that all payments in respect of the
Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio
or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio
received by the Collateral Agent shall be paid by the Collateral Agent by wire
transfer in same day funds (i) in the case of (A) quarterly cash distributions
on Equity Security Units which include Pledged Notes, Pledged Applicable
Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership
Interest in the Tax Event Treasury Portfolio and (B) any payments in respect of
the Notes, Applicable Ownership Interest in the Treasury Portfolio or Applicable
Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, that
have been released from the Pledge pursuant to the Pledge Agreement, to the
Agent to the account designated by the Agent, no later than 11:00 a.m., New York
City time, on the Business Day such payment is received by the Collateral Agent
(provided that in the event such payment is received by the Collateral Agent on
a day that is not a Business Day or after 9:00 a.m., New York City time, on a
Business Day, then such payment shall be made no later than 9:30 a.m., New York
City time, on the next succeeding Business Day) and (ii) in the case of payments
in respect of any Pledged Notes, Pledged Applicable Ownership Interest in the
Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event
Treasury Portfolio, as the case may be, to be paid upon settlement of such
Holder's obligations to purchase Common Stock under the Purchase Contract, to
the Company on the Stock Purchase Date (as defined herein) in accordance with
the terms of the Pledge Agreement, in full satisfaction of the respective
obligations of the Holders of the Equity Security Units of which such Pledged
Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or
Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as
the case may be, are a part under the Purchase Contracts forming a part of such
Equity Security Units. Quarterly distributions on Equity Security Units that
include Pledged Notes, Pledged Applicable Ownership Interest in the Treasury
Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury
Portfolio, as the case may be, which are payable quarterly in arrears on
February 16, May 16, August 16 and November 16 each year commencing August 16,
2002 (a "Payment Date"), shall, subject to receipt thereof by the Agent from the
Collateral Agent (if the Collateral Agent is the registered owner thereof), be
paid to the Person in whose name this Equity Security Unit Certificate (or a
Predecessor Equity Security Unit Certificate) is registered at the close of
business on the Record Date for such Payment Date.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Equity Security Unit Certificate to purchase, and the Company to sell, on August
16, 2005 (the "Stock Purchase Date"), at a price equal to $25 (the "Stated
Amount"), a number of newly issued shares of Common Stock, without par value
("Common Stock"), of the Company, equal to the Settlement Rate, unless on or
prior to the Stock Purchase Date there shall have occurred a Termination Event
or a Cash Settlement, Early Settlement or Merger Early Settlement with respect
to the Equity Security Units of which such Purchase Contract is a part, all as
provided in the Purchase Contract Agreement and more fully described on the
reverse hereof. The Purchase Price (as defined herein) for the shares of Common
Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid
earlier, shall be paid on the Stock Purchase Date by application of payments
received in respect of the Pledged Notes pursuant to a successful remarketing,
Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged
Applicable Ownership



                                      A-2


Interest in the Tax Event Treasury Portfolio (as specified in clause (A) of the
definition of "Applicable Ownership Interest"), as the case may be, pledged to
secure the obligations of the Holder under such Purchase Contract.

         Payments on the Notes or the appropriate Applicable Ownership Interest
in the Treasury Portfolio or Applicable Ownership Interest in the Tax Event
Treasury Portfolio, as the case may be, will be payable at the office of the
Agent in The City of New York or, at the option of the Company, by check mailed
to the address of the Person entitled thereto as such address appears on the
Equity Security Unit Register or by wire transfer to an account specified by
such Person at least five Business Days prior to the applicable Payment Date.

         The Company shall pay on each Payment Date in respect of each Purchase
Contract forming part of an Equity Security Unit evidenced hereby an amount (the
"Contract Adjustment Payment") equal to       % per year of the Stated Amount,
computed (1) for any full quarterly period, on the basis of a 360-day year of
twelve 30-day months and (2) for any period shorter than a full quarterly
period, on the basis of a 30-day month and for periods less than a month, on the
basis of the actual number of days elapsed per 30-day month, subject to deferral
at the option of the Company as provided in the Purchase Contract Agreement and
more fully described on the reverse hereof (provided that if any date on which a
Contract Adjustment Payment is to be made on the Purchase Contracts is not a
Business Day, then payment of such Contract Adjustment Payment payable on such
date will be made on the next succeeding day which is a Business Day, and no
interest or payment will be paid in respect of such delay, except that if such
next succeeding Business Day is in the next succeeding calendar year, then such
payment will be made on the immediately preceding Business Day). Such Contract
Adjustment Payments shall be payable to the Person in whose name this Equity
Security Unit Certificate (or a Predecessor Equity Security Unit Certificate) is
registered at the close of business on the Record Date for such Payment Date.

         Contract Adjustment Payments will be payable at the office of the Agent
in The City of New York or, at the option of the Company, by check mailed to the
address of the Person entitled thereto as such address appears on the Equity
Security Unit Register or by wire transfer to the account designated to the
Agent by a prior written notice by such Person delivered at least five Business
Days prior to the applicable Payment Date.

         Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Agent by manual signature, this Equity Security Unit Certificate shall not
be entitled to any benefit under the Pledge Agreement or the Purchase Contract
Agreement or be valid or obligatory for any purpose.




                                      A-3



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

                             DTE ENERGY COMPANY


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


                             HOLDER SPECIFIED ABOVE (as to obligations of such
                                 Holder under the Purchase Contracts evidenced
                                 hereby)


                             By: THE BANK OF NEW YORK, not individually but
                                 solely as Attorney-in-Fact of such Holder

                             By:
                                -----------------------------------------------
                                 Authorized Officer










                                       A-4



                      AGENT'S CERTIFICATE OF AUTHENTICATION

         This is one of the Equity Security Unit Certificates referred to in the
within-mentioned Purchase Contract Agreement.

                              THE BANK OF NEW YORK,
                              as Purchase Contract Agent

Dated:                        By:
                                 ----------------------------------------------
                                  Authorized Officer
















                                      A-5




              (Form of Reverse of Equity Security Unit Certificate)

         Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of      , 2002 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and The Bank of
New York, as Purchase Contract Agent (including its successors thereunder,
herein called the "Agent"), to which Purchase Contract Agreement and
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Agent, the Company, and the Holders and of the terms upon
which the Equity Security Unit Certificates are, and are to be, executed and
delivered. In the case of any inconsistency between this Certificate and the
Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall
prevail.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Equity Security Unit Certificate to purchase, and the Company to sell, on the
Stock Purchase Date at a price equal to $25 (the "Purchase Price"), a number of
shares of Common Stock of the Company equal to the Settlement Rate, unless, on
or prior to the Stock Purchase Date, there shall have occurred a Termination
Event or an Early Settlement, Merger Early Settlement or Cash Settlement with
respect to the Equity Security Units of which such Purchase Contract is a part.
The "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined
below) is greater than or equal to $      (the "Threshold Appreciation Price"),
  shares of Common Stock per Purchase Contract, (b) if the Applicable
Market Value is less than the Threshold Appreciation Price but is greater than
$      (the "Reference Price"), the number of shares of Common Stock per
Purchase Contract equal to the Stated Amount divided by the Applicable Market
Value and (c) if the Applicable Market Value is less than or equal to the
Reference Price,      shares of Common Stock per Purchase Contract, in each
case subject to adjustment as provided in the Purchase Contract Agreement. No
fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts, as provided in the Purchase Contract Agreement.

         The "Applicable Market Value" means the average of the Closing Price
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Stock Purchase Date.

         The "Closing Price" of the Common Stock on any date of determination
means the closing sale price (or, if no closing price is reported, the last
reported sale price) of the Common Stock on the New York Stock Exchange (the
"NYSE") on such date or, if the Common Stock is not listed for trading on the
NYSE on any such date, as reported in the composite transactions for the
principal United States securities exchange on which the Common Stock is so
listed, or if the Common Stock is not so listed on a United States national or
regional securities exchange, as reported by The Nasdaq Stock Market, or, if the
Common Stock is not so reported, the last quoted bid price for the Common Stock
in the over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market value
of the Common Stock on such date as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company.

         A "Trading Day" means a day on which the Common Stock (A) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market



                                      A-6



at the close of business and (B) has traded at least once on the national or
regional securities exchange or association or over-the- counter market that is
the primary market for the trading of the Common Stock.

         Each Purchase Contract evidenced hereby may be settled prior to the
Stock Purchase Date through Early Settlement, Merger Early Settlement or Cash
Settlement, in accordance with the terms of the Purchase Contract Agreement.

         In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Equity Security Unit Certificate shall pay the Purchase Price for
the shares of Common Stock purchased pursuant to each Purchase Contract
evidenced hereby (i) by effecting a Cash Settlement, Early Settlement or Merger
Early Settlement, (ii) by application of payments received in respect of the
Pledged Applicable Ownership Interest in the Treasury Portfolio acquired from
the proceeds of a remarketing of the related Pledged Notes underlying the Equity
Security Units represented by this Equity Security Unit Certificate, or (iii) if
a Tax Event Redemption Date has occurred prior to the successful remarketing of
the Notes by application of payments received in respect of the Pledged
Applicable Ownership Interest in the Tax Event Treasury Portfolio purchased by
the Collateral Agent on behalf of the Holder of this Equity Security Unit
Certificate. If, as provided in the Purchase Contract Agreement, upon the
occurrence of a Last Failed Remarketing on the fifth Business Day immediately
proceeding the Stock Purchase Date the Collateral Agent, for the benefit of the
Company, exercises its rights as a secured creditor with respect to the Pledged
Notes related to this Equity Security Unit Certificate, any accrued and unpaid
interest on such Pledged Notes will become payable by the Company to the Holder
of this Equity Security Unit Certificate in the manner provided for in the
Purchase Contract Agreement.

         The Company shall not be obligated to issue any shares of Common Stock
in respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment in full of the aggregate Purchase
Price for the shares of Common Stock to be purchased thereunder in the manner
herein set forth.

         Under the terms of the Pledge Agreement, the Agent will be entitled to
exercise the voting and any other consensual rights pertaining to the Pledged
Notes. Upon receipt of notice of any meeting at which holders of Notes are
entitled to vote or upon the solicitation of consents, waivers or proxies of
holders of Notes, the Agent shall, as soon as practicable thereafter, mail to
the Holders of Equity Security Units a notice (a) containing such information as
is contained in the notice or solicitation, (b) stating that each such Holder on
the record date set by the Agent therefor (which, to the extent possible, shall
be the same date as the record date for determining the holders of Notes
entitled to vote) shall be entitled to instruct the Agent as to the exercise of
the voting rights pertaining to the Pledged Notes constituting a part of such
Holder's Equity Security Units and (c) stating the manner in which such
instructions may be given. Upon the written request of the Holders of Equity
Security Units on such record date, the Agent shall endeavor insofar as
practicable to vote or cause to be voted, in accordance with the instructions
set forth in such requests, the maximum number of Pledged Notes as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder of an Equity Security Unit, the Agent shall abstain
from voting the Pledged Note evidenced by such Equity Security Units.




                                      A-7



         The Equity Security Unit Certificates are issuable only in registered
form and only in denominations of a single Equity Security Unit and any integral
multiple thereof. The transfer of any Equity Security Unit Certificate will be
registered and Equity Security Unit Certificates may be exchanged as provided in
the Purchase Contract Agreement. The Equity Security Unit Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents permitted by the Purchase Contract Agreement. No service charge shall
be required for any such registration of transfer or exchange, but the Company
and the Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. The Holder of an Equity
Security Unit may substitute for the Pledged Notes, securing its obligations
under the related Purchase Contract Treasury Securities in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement. From and
after such Collateral Substitution, the Equity Security Units for which such
Pledged Treasury Securities secures the Holder's obligation under the Purchase
Contract shall be referred to as a "Stripped Equity Security Unit." A Holder
that elects to substitute a Treasury Security for Pledged Notes, thereby
creating Stripped Equity Security Units, shall be responsible for any fees or
expenses payable in connection therewith. Except as provided in the Purchase
Contract Agreement, for so long as the Purchase Contract underlying an Equity
Security Unit remains in effect, such Equity Security Unit shall not be
separable into its constituent parts, and the rights and obligations of the
Holder of such Equity Security Unit in respect of the Pledged Note, and Purchase
Contract constituting such Equity Security Unit may be transferred and exchanged
only as an Equity Security Unit.

         A Holder of Stripped Equity Security Units may reestablish Equity
Security Units by delivering to the Collateral Agent Notes in exchange for the
release of the Pledged Treasury Securities in accordance with the terms of the
Purchase Contract Agreement and the Pledge Agreement.

         Subject to the next succeeding paragraph, the Company shall pay, on
each Payment Date, the Contract Adjustment Payments, if any, payable in respect
of each Purchase Contract to the Person in whose name the Equity Security Unit
Certificate evidencing such Purchase Contract is registered at the close of
business on the Record Date for such Payment Date. Contract Adjustment Payments,
if any, will be payable at the office of the Agent in The City of New York or,
at the option of the Company, by check mailed to the address of the Person
entitled thereto at such address as it appears on the Equity Security Unit
Register or by wire transfer to the account designated by such Person in writing
at least five Business Days prior to the applicable Payment Date.

         The Company shall have the right, at any time prior to the Stock
Purchase Date, to defer the payment of any or all of the Contract Adjustment
Payments otherwise payable on any Payment Date, but only if the Company shall
give the Holders and the Agent written notice of its election to defer Contract
Adjustment Payments as provided in the Purchase Contract Agreement. Any Contract
Adjustment Payments so deferred shall, to the extent permitted by law, bear
additional Contract Adjustment Payments thereon at the rate of      % per year
(computed on the basis of a 360-day year of twelve 30-day months), compounding
on each succeeding Payment Date, until paid in full (such deferred installments
of Contract Adjustment Payments, if any, together with the additional Contract
Adjustment Payments, if any, accumulated thereon, are referred to herein as the
"Deferred Contract Adjustment Payments").




                                      A-8



Deferred Contract Adjustment Payments, if any, shall be due on the next
succeeding Payment Date except to the extent that payment is deferred pursuant
to the Purchase Contract Agreement. No Contract Adjustment Payments may be
deferred to a date that is after the Stock Purchase Date and no such deferral
period may end other than on a Payment Date.

         In the event that the Company elects to defer the payment of Contract
Adjustment Payments on the Purchase Contracts until a Payment Date prior to the
Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any,
shall be payable to the registered Holders as of the close of business on the
Record Date immediately preceding such Payment Date.

         In the event that the Company elects to defer the payment of Contract
Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, the
Holder of this Equity Security Unit Certificate will receive on the Stock
Purchase Date, if the Company so elects, in lieu of a cash payment, a number of
shares of Common Stock (in addition to the number of shares of Common Stock
equal to the Settlement Rate) equal to (i) the aggregate amount of Deferred
Contract Adjustment Payments payable to the Holder of this Equity Security Unit
Certificate divided by (ii) the Applicable Market Value.

         In the event the Company exercises its option to defer the payment of
Contract Adjustment Payments, then, until the Deferred Contract Adjustment
Payments have been paid, the Company shall not, and shall not permit any
subsidiary of the Company to, declare or pay dividends on, make distributions
with respect to, or redeem, purchase or acquire, or make a liquidation payment
with respect to, any of its Common Stock other than (i) purchases, redemptions
or acquisitions of shares of Common Stock in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
employees, officers or directors or a stock purchase or dividend reinvestment
plan, or the satisfaction by the Company of its obligations pursuant to any
contract or security outstanding on the date the Company exercises its rights to
defer the Contract Adjustment Payments; (ii) as a result of a reclassification
of the Company's Capital Stock or the exchange or conversion of one class or
series of for another class or series of the Company's Capital Stock; (iii) the
purchase of fractional interests in shares of the Company's Common Stock
pursuant to the conversion or exchange provisions of such Common Stock or the
security being converted or exchanged; (iv) dividends or distributions payable
solely in the Company's Common Stock (or rights to acquire Common Stock) or
repurchases, acquisitions or redemptions of Common Stock in connection with the
issuance or exchange of the Common Stock (or securities convertible into or
exchangeable for shares of the Company's Common Stock); or (v) redemptions,
exchanges or repurchases of any rights outstanding under a shareholder rights
plan or the declaration or payment thereunder of a dividend or distribution of
or with respect to rights in the future.

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay Contract Adjustment
Payments, if any, or any Deferred Contract Adjustment Payments, and the rights
of the Holders to purchase Common Stock, shall immediately and automatically
terminate, without the necessity of any notice or action by any Holder, the
Agent or the Company, if, on or prior to the Stock Purchase Date, a Termination
Event shall have occurred. Upon the occurrence of a Termination Event, the
Company shall promptly but in no event later than two Business Days thereafter
give written notice to the



                                      A-9



Agent, the Collateral Agent and to the Holders, at their addresses as they
appear in the Equity Security Unit Register. Upon and after the occurrence of a
Termination Event, the Collateral Agent shall release the Pledged Notes, Pledged
Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable
Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, from
the Pledge in accordance with the provisions of the Pledge Agreement.

         Upon registration of transfer of this Equity Security Unit Certificate,
the transferee shall be bound (without the necessity of any other action on the
part of such transferee, except as may be required by the Agent pursuant to the
Purchase Contract Agreement), under the terms of the Purchase Contract Agreement
and the Purchase Contracts evidenced hereby and the transferor shall be released
from the obligations under the Purchase Contracts evidenced by this Equity
Security Unit Certificate. The Company covenants and agrees, and the Holder, by
its acceptance hereof, likewise covenants and agrees, to be bound by the
provisions of this paragraph.

         The Holder of this Equity Security Unit Certificate, by its acceptance
hereof, authorizes the Agent to enter into and perform the related Purchase
Contracts forming part of the Equity Security Units evidenced hereby on his
behalf as his attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform such Holder's obligations under such Purchase
Contracts, consents to the provisions of the Purchase Contract Agreement,
authorizes the Agent to enter into and perform the Pledge Agreement on such
Holder's behalf as attorney-in-fact, and consents to the Pledge of the Notes or
the appropriate Applicable Ownership Interest in the Treasury Portfolio or
Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case
may be, underlying this Equity Security Unit Certificate pursuant to the Pledge
Agreement. The Holder further covenants and agrees, that, to the extent and in
the manner provided in the Purchase Contract Agreement and the Pledge Agreement,
but subject to the terms thereof, payments in respect of the Pledged Notes,
Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged
Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case
may be, to be paid upon settlement of such Holder's obligations to purchase
Common Stock under the Purchase Contract, shall be paid on the Stock Purchase
Date by the Collateral Agent to the Company in satisfaction of such Holder's
obligations under such Purchase Contract and such Holder shall acquire no right,
title or interest in such payments.

         Each Holder of any Equity Security Units or Stripped Equity Security
Units, and each Beneficial Owner thereof, by its acceptance thereof or of its
interest therein, further agrees to treat (i) itself as the owner of the related
Notes, Applicable Ownership Interest in the Treasury Portfolio, Applicable
Ownership Interest in the Tax Event Treasury Portfolio or Treasury Securities,
as the case may be, and (ii) the Notes as indebtedness of the Company, in each
case, for all tax purposes.

         Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.



                                      A-10



         The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to its principles of conflicts of laws.

         The Company, the Agent and its Affiliates and any agent of the Company
or the Agent may treat the Person in whose name this Equity Security Unit
Certificate is registered as the owner of the Equity Security Units evidenced
hereby for the purpose of receiving quarterly payments on the Notes, the
Applicable Ownership Interest in the Treasury Portfolio or the Applicable
Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,
receiving payments of Contract Adjustment Payments, if any, and any Deferred
Contract Adjustment Payments, performance of the Purchase Contracts and for all
other purposes whatsoever (subject to the Record Date provisions hereof),
whether or not any payments in respect thereof be overdue and notwithstanding
any notice to the contrary, and neither the Company, the Agent, such Affiliates
nor any such agent shall be affected by notice to the contrary.

         The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.

         A copy of the Purchase Contract Agreement is available for inspection
at the offices of the Agent.








                                      A-11



                                  ABBREVIATIONS

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

TEN COM - as tenants in common

UNIF GIFT MIN ACT - Custodian


                                    -------------------------------------------
                                    (cust)                              (minor)


                                    Under Uniform Gifts to Minors Act


                                    -------------------------------------------
                                                     (State)

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right of survivorship and not as tenants
         in common

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








                                      A-12




                                   ASSIGNMENT

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

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

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



(Please insert Social Security or Taxpayer I.D. or other Identifying Number
 of Assignee)

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

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

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

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Equity Security Unit Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ____________________________ attorney to
transfer said Equity Security Unit Certificates on the books of DTE ENERGY
COMPANY with full power of substitution in the premises.

Dated: _______________________  Signature: ____________________________________


NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Equity Security Unit Certificates in every
particular, without alteration or enlargement or any change whatsoever.

Signature Guarantee:
                     ----------------------------------------------------------



                                      A-13



                             SETTLEMENT INSTRUCTIONS

The undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon settlement on or after the Stock Purchase Date of the Purchase
Contracts underlying the number of Equity Security Units evidenced by this
Equity Security Unit Certificate be registered in the name of, and delivered,
together with a check in payment for any fractional share, to the undersigned at
the address indicated below unless a different name and address have been
indicated below. If shares are to be registered in the name of a Person other
than the undersigned, the undersigned will pay any transfer tax payable incident
thereto.


Dated: ___________________        Signature:___________________________________

                                  Signature Guarantee:_________________________
                                  (if assigned to another person)

If shares are to be registered in the     REGISTERED HOLDER Please print
name of and delivered to a Person         name and address of Registered Holder:
other than the Holder, please (i)
print such Person's name and address
and (ii) provide a guarantee of your
signature:


____________________________________      ______________________________________
Name                                      Name

____________________________________      ______________________________________
Address                                   Address

Social Security or other Taxpayer
Identification Number, if any



                                      A-14



                            ELECTION TO SETTLE EARLY

         The undersigned Holder of this Equity Security Unit Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Equity Security Units evidenced by this
Equity Security Unit Certificate specified below. The option to effect Early
Settlement may be exercised only with respect to Purchase Contracts underlying
Equity Security Units with an aggregate Stated Amount equal to $1,000 or an
integral multiple thereof, subject to the provisions of the within-mentioned
Purchase Contract Agreement relating to Early Settlement following a successful
remarketing or a Tax Event Redemption Date. The undersigned Holder directs that
a certificate for shares of Common Stock deliverable upon such Early Settlement
be registered in the name of, and delivered, together with a check in payment
for any fractional share and any Equity Security Unit Certificate representing
any Equity Security Units evidenced hereby as to which Early Settlement of the
related Purchase Contracts is not effected, to the undersigned at the address
indicated below unless a different name and address have been indicated below.
Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio
or the Pledged Applicable Ownership Interest in the Tax Event Treasury
Portfolio, as the case may be, deliverable upon such Early Settlement will be
transferred in accordance with the transfer instructions set forth below. If
shares are to be registered in the name of a Person other than the undersigned,
the undersigned will pay any transfer tax payable incident thereto.


Dated:_____________________________  Signature:_________________________________


                                    Signature Guarantee:________________________

Number of Equity Security Units evidenced hereby as to which Early Settlement of
the related Purchase Contracts is being elected:

If shares of Common Stock are to be        REGISTERED HOLDER
registered in the name of and
delivered to and Pledged Notes,            Please print name and address
Pledged Applicable Ownership Interest      of Registered Holder:
in the Treasury Portfolio or Pledged
Applicable Ownership Interest in the
Tax Event Treasury Portfolio, as the
case may be, are to be transferred to
a Person other than the Holder, please
print such Person's name and address:


Name_______________________________        Name_________________________________


Address____________________________        Address______________________________

Social Security or other Taxpayer
Identification Number, if any





                                      A-15


Transfer instructions for Pledged Notes, Pledged Applicable Ownership Interest
in the Treasury Portfolio or the Pledged Applicable Ownership Interest in the
Tax Event Treasury Portfolio, as the case may be, transferable upon Early
Settlement or a Termination Event:







                                      A-16


                     (TO BE ATTACHED TO GLOBAL CERTIFICATES)

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:




                          Amount of Decrease                             Stated Amount of the
                           in Stated Amount     Amount of Increase in     Global Certificate
                            of the Global       Stated Amount of the        Following Such          Signature of
          Date               Certificate         Global Certificate      Decrease or Increase    Authorizing Officer
    ----------------      ------------------    ---------------------    --------------------    -------------------
                                                                                     












                                      A-17

                                    EXHIBIT B

                FORM OF STRIPPED EQUITY SECURITY UNIT CERTIFICATE

[FOR INCLUSION IN GLOBAL CERTIFICATES ONLY -- THIS CERTIFICATE IS A GLOBAL
CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS
HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A
NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR
A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE
CONTRACT AGREEMENT.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) 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 such other name as requested
by an authorized representative of The Depository Trust Company, and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.]

           [Form of Face of Stripped Equity Security Unit Certificate]

No. ___________________                                        CUSIP No.
Number of Stripped Equity Security Units _______________

         This Stripped Equity Security Unit Certificate certifies that [For
inclusion in Global Certificates only -- Cede & Co.] is the registered Holder of
the number of Stripped Equity Security Units set forth above [For inclusion in
Global Certificates only - or such other number of Stripped Equity Security
Units reflected in the Schedule of Increases or Decreases in Global Certificate
attached hereto]. Each Stripped Equity Security Unit represents (i) a 1/40
undivided beneficial ownership interest in a Treasury Security, subject to the
Pledge of such interest in such Treasury Security by such Holder pursuant to the
Pledge Agreement, and (ii) the rights and obligations of the Holder under one
Purchase Contract with DTE ENERGY COMPANY, a Michigan corporation (the
"Company"). All capitalized terms used herein which are defined in the Purchase
Contract Agreement have the meaning set forth therein.

         Pursuant to the Pledge Agreement, the Treasury Security constituting
part of each Stripped Equity Security Unit evidenced hereby has been pledged to
the Collateral Agent, for the benefit of the Company, to secure the obligations
of the Holder under the Purchase Contract comprising a part of such Stripped
Equity Security Unit.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped Equity Security Unit Certificate to purchase, and the Company to sell,
on August 16, 2005 (the "Stock Purchase Date"), at a price equal to $25 (the
"Stated Amount"), a number of shares of Common Stock, without par value ("Common
Stock"), of the Company, equal to the Settlement Rate,



                                      B-1


unless on or prior to the Stock Purchase Date there shall have occurred a
Termination Event or an Early Settlement or Merger Early Settlement with respect
to the Stripped Equity Security Units of which such Purchase Contract is a part,
all as provided in the Purchase Contract Agreement and more fully described on
the reverse hereof. The Purchase Price (as defined herein) for the shares of
Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if
not paid earlier, shall be paid on the Stock Purchase Date by application of
payments received in respect of the Pledged Treasury Securities pledged to
secure the obligations under such Purchase Contract in accordance with the terms
of the Pledge Agreement.

         The Company shall pay on each Payment Date in respect of each Purchase
Contract forming part of a Stripped Equity Security Unit evidenced hereby an
amount (the "Contract Adjustment Payments") equal to      % per year of the
Stated Amount, computed (1) for any full quarterly period, on the basis of a
360-day year of twelve 30-day months and (2) for any period shorter than a full
quarterly period on the basis of a 30-day month and for periods less than a
month, on the basis of the actual number of days elapsed per 30-day month,
subject to deferral at the option of the Company as provided in the Purchase
Contract Agreement and more fully described on the reverse hereof (provided that
if any date on which Contract Adjustment Payments are to be made on the Purchase
Contracts is not a Business Day, then payment of the Contract Adjustment
Payments payable on that date will be made on the next succeeding day which is a
Business Day, and no interest or payment will be paid in respect of the delay,
except that if such next succeeding Business Day is in the next succeeding
calendar year, such payment will be made on the immediately preceding Business
Day). Such Contract Adjustment Payments shall be payable to the Person in whose
name this Stripped Equity Security Unit Certificate (or a Predecessor Stripped
Equity Security Unit Certificate) is registered at the close of business on the
Record Date for such Payment Date.

         Contract Adjustment Payments, if any, will be payable at the office of
the Agent in the City of New York or, at the option of the Company, by check
mailed to the address of the Person entitled thereto at such address as it
appears on the Stripped Equity Security Unit Register or by wire transfer to the
account designated by such Person in writing at least five Business Days prior
to the applicable Payment Date.

         Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Agent by manual signature, this Stripped Equity Security Unit Certificate
shall not be entitled to any benefit under the Pledge Agreement or the Purchase
Contract Agreement or be valid or obligatory for any purpose.



                                      B-2



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

                                     DTE ENERGY COMPANY

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

                                     HOLDER SPECIFIED ABOVE (as to obligations
                                          of such Holder under the Purchase
                                          Contracts)

                                     By:  THE BANK OF NEW YORK, not individually
                                          but solely as Attorney-in-Fact of such
                                          Holder

                                     By:
                                        ----------------------------------------
                                        Authorized Officer





                                      B-3

                      AGENT'S CERTIFICATE OF AUTHENTICATION

This is one of the Stripped Equity Security Units referred to in the
within-mentioned Purchase Contract Agreement.

                                     THE BANK OF NEW YORK, as Purchase Contract
                                     Agent

Dated:                               By:
                                        ----------------------------------------
                                        Authorized Officer






                                      B-4

             (Reverse of Stripped Equity Security Unit Certificate)

         Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of      , 2002 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and The Bank of
New York, as Purchase Contract Agent (including its successors thereunder,
herein called the "Agent"), to which the Purchase Contract Agreement and
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Agent, the Company and the Holders and of the terms upon which
the Stripped Equity Security Unit Certificates are, and are to be, executed and
delivered. In the case of any inconsistency between this Certificate and the
Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall
prevail.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped Equity Security Unit Certificate to purchase, and the Company to sell,
on the Stock Purchase Date at a price equal to $25 (the "Purchase Price"), a
number of shares of Common Stock of the Company equal to the Settlement Rate,
unless, on or prior to the Stock Purchase Date, there shall have occurred a
Termination Event or an Early Settlement or Merger Early Settlement respect to
the Stripped Equity Security Units of which such Purchase Contract is a part.
The "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined
below) is greater than or equal to $      (the "Threshold Appreciation Price"),
     shares of Common Stock per Purchase Contract, (b) if the Applicable Market
Value is less than the Threshold Appreciation Price but is greater than $      ,
the number of shares of Common Stock per Purchase Contract equal to the Stated
Amount divided by the Applicable Market Value and (c) if the Applicable Market
Value is less than or equal to $      ,      shares of Common Stock per Purchase
Contract, in each case subject to adjustment as provided in the Purchase
Contract Agreement. No fractional shares of Common Stock will be issued upon
settlement of Purchase Contracts, as provided in the Purchase Contract
Agreement.

         The "Applicable Market Value" means the average of the Closing Price
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Stock Purchase Date.

         The "Closing Price" of the Common Stock on any date of determination
means the closing sale price (or, if no closing price is reported, the last
reported sale price) of the Common Stock on the New York Stock Exchange (the
"NYSE") on such date or, if the Common Stock is not listed for trading on the
NYSE on any such date, as reported in the composite transactions for the
principal United States securities exchange on which the Common Stock is so
listed, or if the Common Stock is not so listed on a United States national or
regional securities exchange, as reported by The Nasdaq Stock Market, or, if the
Common Stock is not so reported, the last quoted bid price for the Common Stock
in the over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market value
of the Common Stock on such date as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company.

         A "Trading Day" means a day on which the Common Stock (A) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market



                                      B-5


at the close of business and (B) has traded at least once on the national or
regional securities exchange or association or over-the-counter market that is
the primary market for the trading of the Common Stock.

         Each Purchase Contract evidenced hereby may be settled prior to the
Stock Purchase Date through Early Settlement or Merger Early Settlement, in
accordance with the terms of the Purchase Contract Agreement.

         In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Stripped Equity Security Unit Certificate shall pay the Purchase
Price for the shares of Common Stock purchased pursuant to each Purchase
Contract evidenced hereby (i) by effecting an Early Settlement or Merger Early
Settlement or (ii) by application of payments received in respect of the Pledged
Treasury Securities underlying the Stripped Equity Security Units represented by
this Stripped Equity Security Unit Certificate.

         The Company shall not be obligated to issue any shares of Common Stock
in respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment in full of the aggregate Purchase
Price for the shares of Common Stock to be purchased thereunder in the manner
herein set forth.

         The Stripped Equity Security Unit Certificates are issuable only in
registered form and only in denominations of a single Stripped Equity Security
Unit and any integral multiple thereof. The transfer of any Stripped Equity
Security Unit Certificate will be registered and Stripped Equity Security Unit
Certificates may be exchanged as provided in the Purchase Contract Agreement.
The Stripped Equity Security Unit Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents permitted by
the Purchase Contract Agreement. No service charge shall be required for any
such registration of transfer or exchange, but the Company and the Agent may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. The Holder of a Stripped Equity Security
Unit may substitute for the Pledged Treasury Securities securing its obligations
under the related Purchase Contract in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement. From and after such substitution,
the Stripped Equity Security Unit for which such Pledged Notes secures the
Holder's obligation under the Purchase Contract shall be referred to as an
"Equity Security Unit." A Holder that elects to substitute Notes for Pledged
Treasury Securities, thereby reestablishing Equity Security Units, shall be
responsible for any fees or expenses payable in connection therewith. Except as
provided in the Purchase Contract Agreement, for so long as the Purchase
Contract underlying a Stripped Equity Security Unit remains in effect, such
Stripped Equity Security Unit shall not be separable into its constituent parts,
and the rights and obligations of the Holder of such Stripped Equity Security
Units in respect of the Pledged Treasury Security and the Purchase Contract
constituting such Stripped Equity Security Units may be transferred and
exchanged only as a Stripped Equity Security Unit.

         Subject to the next succeeding paragraph, the Company shall pay, on
each Payment Date, the Contract Adjustment Payments, payable in respect of each
Purchase Contract to the Person in whose name the Stripped Equity Security Unit
Certificate evidencing such Purchase Contract is registered at the close of
business on the Record Date for such Payment Date. Contract



                                      B-6


Adjustment Payments, if any, will be payable at the office of the Agent in the
City of New York or, at the option of the Company, by check mailed to the
address of the Person entitled thereto at such address as it appears on the
Stripped Equity Security Unit Register or by wire transfer to the account
designated by such Person in writing at least five Business Days prior to the
applicable Payment Date.

         The Company shall have the right, at any time prior to the Stock
Purchase Date, to defer the payment of any or all of the Contract Adjustment
Payments otherwise payable on any Payment Date, but only if the Company shall
give the Holders and the Agent written notice of its election to defer Contract
Adjustment Payments as provided in the Purchase Contract Agreement. Any Contract
Adjustment Payments so deferred shall, to the extent permitted by law, bear
additional Contract Adjustment Payments thereon at the rate of   % per year
(computed on the basis of a 360-day year of twelve 30-day months), compounding
on each succeeding Payment Date, until paid in full (such deferred installments
of Contract Adjustment Payments, if any, together with the additional Contract
Adjustment Payments accumulated thereon, are referred to herein as the "Deferred
Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any,
shall be due on the next succeeding Payment Date except to the extent that
payment is deferred pursuant to the Purchase Contract Agreement. No Contract
Adjustment Payments may be deferred to a date that is after the Stock Purchase
Date and no such deferral period may end other than on a Payment Date.

         In the event that the Company elects to defer the payment of Contract
Adjustment Payments on the Purchase Contracts until a Payment Date prior to the
Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any,
shall be payable to the registered Holders as of the close of business on the
Record Date immediately preceding such Payment Date.

         In the event that the Company elects to defer the payment of Contract
Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, the
Holder of this Stripped Equity Security Unit Certificate will receive on the
Stock Purchase Date, if the Company so elects, in lieu of a cash payment, a
number of shares of Common Stock (in addition to the number of shares of Common
Stock equal to the Settlement Rate) equal to (i) the aggregate amount of
Deferred Contract Adjustment Payments payable to the Holder of this Stripped
Equity Security Unit Certificate divided by (ii) the Applicable Market Value.

         In the event the Company exercises its option to defer the payment of
Contract Adjustment Payments, then, until the Deferred Contract Adjustment
Payments have been paid, the Company shall not, and shall not permit any
subsidiary of the Company to, declare or pay dividends on, make distributions
with respect to, or redeem, purchase or acquire, or make a liquidation payment
with respect to, any of its Common Stock other than (i) purchases, redemptions
or acquisitions of shares of Common Stock in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
employees, officers or directors or a stock purchase or dividend reinvestment
plan, or the satisfaction by the Company of its obligations pursuant to any
contract or security outstanding on the date the Company exercises its rights to
defer the Contract Adjustment Payments; (ii) as a result of a reclassification
of the Company's Capital Stock or the exchange or conversion of one class or
series of the Company's Capital Stock for another class or series of the
Company's Capital Stock; (iii) the purchase of fractional interests in shares of
the Company's Common Stock



                                      B-7


pursuant to the conversion or exchange provisions of such Common Stock or the
security being converted or exchanged; (iv) dividends or distributions payable
solely in Common Stock (or rights to acquire Common Stock) or repurchases,
acquisitions or redemptions of Common Stock in connection with the issuance or
exchange of the Common Stock (or securities convertible into or exchangeable for
shares of the Company's Common Stock); or (v) redemptions, exchanges or
repurchases of any rights outstanding under a shareholder rights plan or the
declaration or payment thereunder of a dividend or distribution of or with
respect to rights in the future.

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay Contract Adjustment
Payments, if any, or any Deferred Contract Adjustment Payments, and the rights
and obligations of Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action by any
Holder, the Agent or the Company, if, on or prior to the Stock Purchase Date, a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Agent, the Collateral Agent and to the
Holders, at their addresses as they appear in the Stripped Equity Security Unit
Register. Upon and after the occurrence of a Termination Event, the Collateral
Agent shall release the Pledged Treasury Securities from the Pledge in
accordance with the provisions of the Pledge Agreement.

         Upon registration of transfer of this Stripped Equity Security Unit
Certificate, the transferee shall be bound (without the necessity of any other
action on the part of such transferee, except as may be required by the Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Stripped Equity Security Unit Certificate. The Company
covenants and agrees, and the Holder, by his acceptance hereof, likewise
covenants and agrees, to be bound by the provisions of this paragraph.

         The Holder of this Stripped Equity Security Unit Certificate, by his
acceptance hereof, authorizes the Agent to enter into and perform the related
Purchase Contracts forming part of the Stripped Equity Security Units evidenced
hereby on his behalf as its attorney-in-fact, expressly withholds any consent to
the assumption (i.e., affirmance) of the Purchase Contracts by the Company or
its trustee in the event that the Company becomes the subject of a case under
the Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform such Holder's obligations under such Purchase
Contracts, consents to the provisions of the Purchase Contract Agreement,
authorizes the Agent to enter into and perform the Pledge Agreement on such
Holder's behalf as attorney-in-fact, and consents to the Pledge of the Treasury
Securities underlying this Stripped Equity Security Unit Certificate pursuant to
the Pledge Agreement. The Holder further covenants and agrees, that, to the
extent and in the manner provided in the Purchase Contract Agreement and the
Pledge Agreement, but subject to the terms thereof, payments in respect of the
Pledged Treasury Securities, to be paid upon settlement of such Holder's
obligations to purchase Common Stock under the Purchase Contract, shall be paid
on the Stock Purchase Date by the Collateral Agent to the Company in
satisfaction of such Holder's obligations under such Purchase Contract and such
Holder shall acquire no right, title or interest in such payments.



                                      B-8


         Each Holder of any Equity Security Units or Stripped Equity Security
Units, and each Beneficial Owner thereof, by its acceptance thereof or of its
interest therein, further agrees to treat (i) itself as the owner of the related
Notes, Treasury Consideration or Treasury Securities, as the case may be, and
(ii) the Notes as indebtedness of the Company, in each case, for United States
federal, state and local income and franchise tax purposes.

         Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

         The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to its principles of conflicts of laws.

         The Company, the Agent and its Affiliates and any agent of the Company
or the Agent may treat the Person in whose name this Stripped Equity Security
Unit Certificate is registered as the owner of the Stripped Equity Security
Units evidenced hereby for the purpose of receiving any Contract Adjustment
Payments and any Deferred Contract Adjustment Payments, performance of the
Purchase Contracts and for all other purposes whatsoever (subject to the Record
Date provisions hereof), whether or not any payments in respect thereof be
overdue and notwithstanding any notice to the contrary, and neither the Company,
the Agent, such Affiliate, nor any such agent shall be affected by notice to the
contrary.

         The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.

A copy of the Purchase Contract Agreement is available for inspection at the
offices of the Agent.



                                      B-9

                                  ABBREVIATIONS

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

TEN COM - as tenants in common

UNIF GIFT MIN ACT - Custodian             ______________________________________
                                          (cust)                         (minor)

                                          Under Uniform Gifts to Minors Act

                                          ______________________________________
                                                         (State)

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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




                                      B-10

                                   ASSIGNMENT

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

________________________________________________________________________________

________________________________________________________________________________

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Stripped Equity Security Unit Certificates and all rights thereunder,
hereby irrevocably constituting and appointing ____________________________
attorney to transfer said Equity Security Unit Certificates on the books of DTE
ENERGY COMPANY with full power of substitution in the premises.

Dated: _______________________ Signature: ______________________________________

NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Stripped Equity Security Unit Certificates
in every particular, without alteration or enlargement or any change whatsoever.

Signature Guarantee: ___________________________________________________________







                                      B-11

                             SETTLEMENT INSTRUCTIONS

The undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon settlement on or after the Stock Purchase Date of the Purchase
Contracts underlying the number of Stripped Equity Security Units evidenced by
this Stripped Equity Security Unit Certificate be registered in the name of, and
delivered, together with a check in payment for any fractional share, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.


Dated: ___________________                   Signature:_________________________

                                             Signature Guarantee:_______________
                                             (if assigned to another person)

If shares are to be registered in the name of and delivered to a Person other
than the Holder, please (i) print such Person's name and address and (ii)
provide a guarantee of your signature:

___________________________________
Name

___________________________________
Address


REGISTERED HOLDER Please print name and address of Registered Holder:

___________________________________
Name

___________________________________
Address

Social Security or other Taxpayer Identification Number, if any


                                      B-12

                            ELECTION TO SETTLE EARLY

The undersigned Holder of this Stripped Equity Security Unit Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Stripped Equity Security Units evidenced by
this Stripped Equity Security Unit Certificate specified below. The option to
effect Early Settlement may be exercised only with respect to Purchase Contracts
underlying Stripped Equity Security Units with an aggregate Stated Amount equal
to $1,000 or an integral multiple thereof. The undersigned Holder directs that a
certificate for shares of Common Stock deliverable upon such Early Settlement be
registered in the name of, and delivered, together with a check in payment for
any fractional share and any Stripped Equity Security Unit Certificate
representing any Stripped Equity Security Units evidenced hereby as to which
Early Settlement of the related Purchase Contracts is not effected, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. Pledged Notes deliverable upon such Early Settlement
will be transferred in accordance with the transfer instructions set forth
below. If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.


Dated: ______________________________    Signature: ____________________________

                                         Signature Guarantee: __________________

Number of Stripped Equity Security Units evidenced hereby as to which Early
Settlement of the related Purchase Contracts is being elected:

If shares of Common Stock are to be registered in the name of and delivered to
and Pledged Notes are to be transferred to a Person other than the Holder,
please print such Person's name and address:

___________________________________
Name

___________________________________
Address


REGISTERED HOLDER

Please print name and address of Registered Holder:

___________________________________
Name

___________________________________
Address

Social Security or other Taxpayer Identification Number, if any

Transfer instructions for Pledged Treasury Securities transferable upon Early
Settlement or a Termination Event:




                                      B-13

                     (TO BE ATTACHED TO GLOBAL CERTIFICATES)

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:


                                                                               Stated Amount of the
                         Amount of Decrease in       Amount of Increase in      Global Certificate
                          Stated Amount of the        Stated Amount of the        Following Such          Signature of
        Date               Global Certificate          Global Certificate      Decrease or Increase    Authorizing Officer
- --------------------    -----------------------     -----------------------   ----------------------  ---------------------
                                                                                          








                                      B-14

                                    EXHIBIT C

                   INSTRUCTION FROM PURCHASE CONTRACT AGENT TO
                                COLLATERAL AGENT

THE BANK OF NEW YORK,
as Collateral Agent
One Wall Street - 27th Floor
New York, New York 10286

         Re:   Equity Security Units of DTE ENERGY COMPANY (the "Company")

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


We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge
Agreement, dated as of       , 2002 (the "Pledge Agreement") among the Company,
you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as
Purchase Contract Agent and as attorney-in-fact for the holders of [Equity
Security Units] [Stripped Equity Security Units] from time to time, that the
holder of Equity Security Units and Stripped Equity Security Units listed below
(the "Holder") has elected to substitute [$_____ aggregate principal amount of
Treasury Securities (CUSIP No.        )] [$_______ aggregate principal amount of
Notes, the Applicable Ownership Interest of the Treasury Portfolio or the
Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case
may be,] in exchange for the related [Pledged Notes, the appropriate Pledged
Applicable Ownership Interest of the Treasury Portfolio or the appropriate
Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as
the case may be,] [Pledged Treasury Securities] held by you in accordance with
the Pledge Agreement and has delivered to us a notice stating that the Holder
has Transferred [Treasury Securities] [Notes, the appropriate Applicable
Ownership Interest of the Treasury Portfolio or the appropriate Applicable
Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] to
you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged
Treasury Securities] [Pledged Notes, the appropriate Pledged Applicable
Ownership Interest of the Treasury Portfolio or the appropriate Pledged
Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case
may be,], and upon the payment by such Holder of any applicable fees, to release
the [Notes, the appropriate Applicable Ownership Interest of the Treasury
Portfolio or the appropriate Applicable Ownership Interest in the Tax Event
Treasury Portfolio, as the case may be,] [Treasury Securities] related to such
[Equity Security Units] [Stripped Equity Security Units] to us in accordance
with the Holder's instructions. Capitalized terms used herein but not defined
shall have the meaning set forth in the Pledge Agreement.

Date: _____________________

                                             THE BANK OF NEW YORK,
                                             as Purchase Contract Agent

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





                                      C-1


Please print name and address of Registered Holder electing to substitute
[Treasury Securities] [Notes, the appropriate Applicable Ownership Interest in
the Treasury Portfolio or the appropriate Applicable Ownership Interest in the
Tax Event Treasury Portfolio] for the [Pledged Notes, the appropriate Pledged
Applicable Ownership Interest in the Treasury Portfolio or the appropriate
Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio]
[Pledged Treasury Securities]:

Name:
     ---------------------------------------------------------------------------

Social Security or other Taxpayer Identification Number, if any:
                                                                ----------------

Address:
        ------------------------------------------------------------------------








                                      C-2

                                    EXHIBIT D

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

THE BANK OF NEW YORK,
as Purchase Contract Agent
One Wall Street - 27th Floor
New York, New York 10286
Attn:  Paul Schmalzel, Vice President
Telecopy:  (212) 896-7298

         Re:   Equity Security Units of DTE ENERGY COMPANY (the "Company")

The undersigned Holder hereby notifies you that it has delivered to The Bank of
New York, as Collateral Agent, Custodial Agent and Securities Intermediary
[$_______ aggregate principal amount of Treasury Securities (CUSIP No.      )]
[$_______ aggregate principal amount of Notes, the appropriate Applicable
Ownership Interest in the Treasury Portfolio or the appropriate Applicable
Ownership Interest in the Tax Event Treasury Portfolio, as the case may be] in
exchange for the related [Pledged Notes, Pledged Applicable Ownership Interest
in the Treasury Portfolio or the appropriate Pledged Applicable Ownership
Interest in the Tax Event Treasury Portfolio, as the case may be] [Pledged
Treasury Securities] held by the Collateral Agent, in accordance with Section
[4.1] [4.2] of the Pledge Agreement, dated      , 2002 (the "Pledge Agreement"),
among you, the Company and the Collateral Agent. The undersigned Holder has paid
the Collateral Agent all applicable fees relating to such exchange. The
undersigned Holder hereby instructs you to instruct the Collateral Agent to
release to you on behalf of the undersigned Holder the [Pledged Notes, the
appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio or
the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury
Portfolio, as the case may be] [Pledged Treasury Securities] related to such
[Equity Security Units] [Stripped Equity Security Units]. Capitalized terms used
herein but not defined shall have the meaning set forth in the Pledge Agreement.

Date: ____________________                   Signature: ________________________

                                             Signature Guarantee:_______________

Please print name and address of Registered Holder: ____________________________

Name: __________________________________________________________________________

Social Security or other Taxpayer Identification Number, if any: _______________

Address: _______________________________________________________________________



                                      D-1

                                    EXHIBIT E

                        NOTICE TO SETTLE BY SEPARATE CASH

THE BANK OF NEW YORK,
as Purchase Contract Agent
One Wall Street - 27th Floor
New York, New York 10286
Attn:  Paul Schmalzel, Vice President
Telecopy:  (212) 896-7298

         Re:   Equity Security Units of DTE ENERGY COMPANY (the "Company")

The undersigned Holder hereby irrevocably notifies you in accordance with
Section 5.4 of the Purchase Contract Agreement dated as of      , 2002 among the
Company and yourselves, as Purchase Contract Agent and as Attorney-in-Fact for
the Holders of the Purchase Contracts, that such Holder has elected to pay to
the Collateral Agent, on or prior to 11:00 a.m., New York City time, on the
eighth Business Day immediately preceding the Stock Purchase Date, (in lawful
money of the United States by [certified or cashiers check or] wire transfer, in
each case in immediately available funds), $_________ as the Purchase Price for
the shares of Common Stock issuable to such Holder by the Company under the
related Purchase Contract on the Stock Purchase Date. The undersigned Holder
hereby instructs you to notify promptly the Collateral Agent of the undersigned
Holder's election to make such cash settlement with respect to the Purchase
Contracts related to such Holder's Equity Security Units.

Dated: ____________________                  Signature: ________________________

                                             Signature Guarantee: ______________

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

Please print name and address of Registered Holder: ____________________________

Social Security or other Taxpayer Identification Number, if any: _______________



                                      E-1

                                    EXHIBIT F

                          FORM OF REMARKETING AGREEMENT





















                                      F-1

EX-7

                                                                       EXHIBIT 7


                               DTE ENERGY COMPANY,


                              THE BANK OF NEW YORK,
                      AS COLLATERAL AGENT, CUSTODIAL AGENT
                           AND SECURITIES INTERMEDIARY


                                       AND


                              THE BANK OF NEW YORK,
                           AS PURCHASE CONTRACT AGENT


                                PLEDGE AGREEMENT


                          DATED AS OF           , 2002



                                TABLE OF CONTENTS

                                                                            PAGE

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.1  Definitions.....................................................2

                                   ARTICLE II

                         PLEDGE; CONTROL AND PERFECTION

SECTION 2.1  The Pledge......................................................4
SECTION 2.2  Control and Perfection..........................................5

                                   ARTICLE III

                         PAYMENTS ON PLEDGED COLLATERAL

SECTION 3.1  Payments........................................................7
SECTION 3.2  Application of Payments.........................................8

                                   ARTICLE IV

             SUBSTITUTION, RELEASE, REPLEDGE AND SETTLEMENT OF NOTES

SECTION 4.1  Collateral Substitution and the Creation of Stripped
                Equity Security Units........................................9
SECTION 4.2  Collateral Substitution and the Re-Creation of
                Equity Security Units........................................9
SECTION 4.3  Termination Event..............................................10
SECTION 4.4  Early Settlement; Merger Early Settlement Cash Settlement......11
SECTION 4.5  Remarketing: Application of Proceeds: Settlement...............11

                                    ARTICLE V

                              VOTING RIGHTS-- NOTES

SECTION 5.1  Exercise by Purchase Contract Agent............................13






                                       i

                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                          PAGE
                                   ARTICLE VI

                    RIGHTS AND REMEDIES; TAX EVENT REDEMPTION

SECTION 6.1  Rights and Remedies of the Collateral Agent....................14
SECTION 6.2  Substitutions..................................................15
SECTION 6.3  Tax Event Redemption...........................................15

                                   ARTICLE VII

                    REPRESENTATIONS AND WARRANTIES; COVENANTS

SECTION 7.1  Representations and Warranties.................................16
SECTION 7.2  Covenants......................................................16

                                  ARTICLE VIII

                              THE COLLATERAL AGENT

SECTION 8.1  Appointment, Powers and Immunities.............................17
SECTION 8.2  Instructions of the Company....................................18
SECTION 8.3  Reliance.......................................................19
SECTION 8.4  Rights in Other Capacities.....................................19
SECTION 8.5  Non-Reliance on Collateral Agent...............................19
SECTION 8.6  Compensation and Indemnity.....................................20
SECTION 8.7  Failure to Act.................................................20
SECTION 8.8  Resignation....................................................21
SECTION 8.9  Right to Appoint Agent or Advisor..............................22
SECTION 8.10 Survival.......................................................22
SECTION 8.11 Exculpation....................................................22

                                   ARTICLE IX

                                    AMENDMENT

SECTION 9.1  Amendment Without Consent of Holders...........................22
SECTION 9.2  Amendment with Consent of Holders..............................23
SECTION 9.3  Execution of Amendments........................................24
SECTION 9.4  Effect of Amendments...........................................24
SECTION 9.5  Reference to Amendments........................................24




                                       ii


                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                          PAGE
                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.1 No Waiver......................................................24
SECTION 10.2 Governing Law..................................................25
SECTION 10.3 Notices........................................................25
SECTION 10.4 Successors and Assigns.........................................25
SECTION 10.5 Counterparts...................................................26
SECTION 10.6 Severability...................................................26
SECTION 10.7 Expenses Etc...................................................26
SECTION 10.8 Security Interest Absolute.....................................26
SECTION 10.9 Waiver of Jury Trial...........................................27


EXHIBIT A    Instruction from Purchase Contract Agent to Collateral Agent
EXHIBIT B    Instruction to Purchase Contract Agent
EXHIBIT C    Instruction to Custodial Agent Regarding Remarketing
EXHIBIT D    Instruction to Custodial Agent Regarding Withdrawal from
             Remarketing







                                      iii

                                PLEDGE AGREEMENT

         PLEDGE AGREEMENT, dated as of      , 2002 (this "Agreement"), among DTE
ENERGY COMPANY, a Michigan corporation (the "Company"), THE BANK OF NEW YORK, a
New York banking corporation, not individually but solely as collateral agent
(in such capacity, together with its successors in such capacity, the
"Collateral Agent"), as custodial agent (in such capacity, together with its
successors in such capacity, the "Custodial Agent") and as "securities
intermediary" as defined in Section 8-102(a)(14) of the Code (as defined herein)
(in such capacity, together with its successors in such capacity, the
"Securities Intermediary"), and THE BANK OF NEW YORK, a New York banking
corporation, not individually but solely as purchase contract agent and as
attorney-in-fact of the Holders from time to time of the Equity Security Units
and Stripped Equity Security Units (in such capacity, together with its
successors in such capacity, the "Purchase Contract Agent") under the Purchase
Contract Agreement (as defined herein).

                                    RECITALS

         WHEREAS, the Company and the Purchase Contract Agent are parties to the
Purchase Contract Agreement, dated as of the date hereof (as modified and
supplemented and in effect from time to time, the "Purchase Contract
Agreement"), pursuant to which there may be issued      Equity Security Units of
the Company (or      Equity Security Units if the Underwriters exercise their
over-allotment option in full) each having a Stated Amount of $25.

         WHEREAS, each Equity Security Unit will be comprised of (a) a Purchase
Contract and (b) either beneficial ownership of (i) a Note, (ii) following the
successful remarketing of the Notes in accordance with the Purchase Contract
Agreement and the Remarketing Agreement, the appropriate Applicable Ownership
Interest in the Treasury Portfolio or (iii) following a Tax Event Redemption in
accordance with the Purchase Contract Agreement, the appropriate Applicable
Ownership Interest in the Tax Event Treasury Portfolio.

         WHEREAS, in accordance with the terms of the Purchase Contract
Agreement, a holder of Equity Security Units may separate the Notes from the
related Purchase Contracts by substituting for such Notes Treasury Securities
that will pay in the aggregate an amount equal to the aggregate principal amount
of such Equity Security Units. Upon such separation, the Equity Security Units
will become Stripped Equity Security Units. Each Stripped Equity Security Unit
will be comprised of (a) a Purchase Contract and (b) a 1/40 undivided beneficial
interest in a Treasury Security.

         WHEREAS, pursuant to the terms of the Purchase Contract Agreement and
the Purchase Contracts, the Holders, from time to time, of the Equity Security
Units and Stripped Equity Security Units have irrevocably authorized the
Purchase Contract Agent, as attorney-in-fact of such Holders, among other
things, to execute and deliver this Agreement on behalf of such Holders and to
grant the pledge provided hereby of the Notes, any Treasury Securities and any
Applicable Ownership Interest in the Treasury Portfolio or Tax Event Treasury
Portfolio, as the case may be, delivered in exchange therefor to secure each
Holder's obligations under the related Purchase Contract, as provided herein and
subject to the terms hereof.






         NOW, THEREFORE, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company, the
Collateral Agent, the Securities Intermediary, the Custodial Agent and the
Purchase Contract Agent, on its own behalf and as attorney-in-fact of the
Holders from time to time of the Equity Security Units and Stripped Equity
Security Units, agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1     Definitions.

         For all purposes of this agreement, except as otherwise expressly
provided or unless the context otherwise requires:

         (a) capitalized terms used but not defined herein are used as defined
in the Purchase Contract Agreement;

         (b) the defined terms in this Agreement have the meanings assigned to
them in this Article and include the plural as well as the singular; and

         (c) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision.

         "Agreement" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more agreements
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "Code" has the meaning specified in Section 6.1(a) hereof.

         "Collateral" has the meaning specified in Section 2.1(a) hereof.

         "Collateral Account" means the securities account (number       )
maintained at The Bank of New York in the name "The Bank of New York, a New York
banking corporation, as Purchase Contract Agent on behalf of the holders of
certain securities of DTE Energy Company, Collateral Account subject to the
security interest of The Bank of New York, as Collateral Agent, for the benefit
of DTE Energy Company, as pledgee" and any successor account.

         "Collateral Agent" has the meaning specified in the first paragraph of
this Agreement

         "Company" means the Person named as the "Company" in the first
paragraph of this Agreement until a successor shall have become such pursuant to
the applicable provisions of the Purchase Contract Agreement, and thereafter
"Company" shall mean such successor.

         "Custodial Agent" has the meaning specified in the first paragraph of
this Agreement.

         "Intermediary" means any entity that in the ordinary course of its
business maintains securities accounts for others and is acting in that
capacity.



                                       2

         "Pledge" has the meaning specified in Section 2.1 hereof.

         "Pledged Applicable Ownership Interest in the Treasury Portfolio" has
the meaning specified in Section 2.1(c) hereof.

         "Pledged Applicable Ownership Interest in the Tax Event Treasury
Portfolio" has the meaning specified in Section 2.1(c) hereof.

         "Pledged Notes" has the meaning specified in Section 2.1(c) hereof.

         "Pledged Treasury Securities" has the meaning specified in Section 2.1
(c) hereof.

         "Proceeds" means all interest, dividends, cash, instruments,
securities, financial assets (as defined in Section 8-102(a)(9) of the Code) and
other property from time to time received, receivable or otherwise distributed
upon the sale, exchange, collection or disposition of the Collateral or any
proceeds thereof.

         "Purchase Contract Agent" has the meaning specified in the first
paragraph of this Agreement.

         "Purchase Contract Agreement" has the meaning specified in the
Recitals.

         "Securities Intermediary" has the meaning specified in the first
paragraph of this Agreement.

         "Security Entitlement" has the meaning set forth in Section 8-102(a)
(17) of the Code.

         "Separate Notes" means any Notes that are not Pledged Notes.

         "Tax Event Redemption Date" means the date upon which a Tax Event
Redemption is to occur.

         "TRADES Regulations" means the regulations of the United States
Department of the Treasury, published at 31 C.F.R. Part 357, as amended from
time to time. Unless otherwise defined herein, all terms defined in the TRADES
Regulations are used herein as therein defined.

         "Transfer" means, with respect to the Collateral and in accordance with
the instructions of the Collateral Agent, the Purchase Contract Agent or the
Holder, as applicable:

                  (i) in the case of Collateral consisting of securities which
         cannot be delivered by book-entry or which the parties agree are to be
         delivered in physical form, delivery in appropriate physical form to
         the recipient accompanied by any duly executed instruments of transfer,
         assignments in blank, transfer tax stamps and any other documents
         necessary to constitute a legally valid transfer to the recipient;

                  (ii) in the case of Collateral consisting of securities
         maintained in book-entry form by causing a "securities intermediary"
         (as defined in Section 8-102(a)(14) of the Code) to (a) credit a
         "security entitlement" (as defined in Section 8-102(a)(17) of the






                                       3

         Code) with respect to such securities to a "securities account" (as
         defined in Section 8-501(a) of the Code) maintained by or on behalf of
         the recipient and (b) to issue a confirmation to the recipient with
         respect to such credit. In the case of Collateral to be delivered to
         the Collateral Agent, the securities intermediary shall be the
         Securities Intermediary and the securities account shall be the
         Collateral Account. In addition, any Transfer of Treasury Securities
         and appropriate Applicable Ownership Interest in the Treasury Portfolio
         or Tax Event Treasury Portfolio hereunder shall be made in accordance
         with the TRADES Regulations and other applicable law.

                                   ARTICLE II

                         PLEDGE; CONTROL AND PERFECTION

          SECTION 2.1       The Pledge.

         (a) The Holders from time to time acting through the Purchase Contract
Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such
attorney-in-fact and as nominal owner of the Collateral, hereby pledge and grant
to the Collateral Agent, for the benefit of the Company, as collateral security
for the performance when due by such Holders of their respective obligations
under the related Purchase Contracts, a security interest in all of the right,
title and interest of the Purchase Contract Agent and such Holders in:

                  (i) (A) the Notes and any Applicable Ownership Interest in the
         Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be,
         constituting a part of the Equity Security Units, or the Treasury
         Securities constituting a part of the Stripped Equity Security Units,
         (B) any Treasury Securities delivered in exchange for any Notes in
         accordance with Section 4.1 hereof, and (C) any Notes delivered in
         exchange for any Treasury Securities in accordance with Section 4.2
         hereof, in each case that have been Transferred to or otherwise
         received by the Collateral Agent and not released by the Collateral
         Agent to such Holders under the provisions of this Agreement;

                  (ii) the Collateral Account and all securities, financial
         assets, security entitlements, cash and other property credited thereto
         and all Security Entitlements related thereto; and

                  (iii) all Proceeds of the foregoing (all of the foregoing,
         collectively, the "Collateral").

         (b) Prior to or concurrently with the execution and delivery of this
Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the
Equity Security Units, shall cause the Notes comprising a part of the Equity
Security Units to be Transferred to the Securities Intermediary for credit to
the Collateral Account.

         (c) The pledge provided in this Section 2.1 is herein referred to as
the "Pledge" and the Notes (or the Notes that are delivered pursuant to Section
6.2 hereof), Treasury Securities or Applicable Ownership Interest in the
Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be, subject
to the Pledge, excluding any Notes or Treasury Securities released from the
Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter
referred to as







                                       4

"Pledged Notes," "Pledged Treasury Securities," "Pledged Applicable Ownership
Interest in the Treasury Portfolio," or "Pledged Applicable Ownership Interest
in the Tax Event Treasury Portfolio," respectively. Subject to the Pledge and
the provisions of Section 2.2 hereof, the Holders from time to time shall have
full beneficial ownership of the Collateral. For purposes of perfecting the
Pledge under applicable law, including, to the extent applicable, the TRADES
Regulations or the Uniform Commercial Code as adopted and in effect in any
applicable jurisdiction, the Collateral Agent shall be the agent of the Company
as provided herein. Whenever directed by the Collateral Agent acting on behalf
of the Company, the Securities Intermediary shall have the right to re-register
in its name the Notes or any other securities held in physical form.

         (d) Except as may be required in order to release Notes in connection
with a Tax Event Redemption or with a Holder's election to convert its
investment from an Equity Security Unit to a Stripped Equity Security Unit, or
except as otherwise required to release Notes as specified herein, neither the
Collateral Agent, the Custodial Agent nor the Securities Intermediary shall
relinquish physical possession of any certificate evidencing a Note prior to the
termination of this Agreement. If it becomes necessary for the Securities
Intermediary to relinquish physical possession of a certificate in order to
release a portion of the Notes evidenced thereby from the Pledge, the Company or
the Purchase Contract Agent shall use its best efforts to obtain physical
possession of a replacement certificate evidencing any Notes remaining subject
to the Pledge hereunder registered to the Securities Intermediary or endorsed in
blank within fifteen days of the date the Securities Intermediary relinquished
possession. The Securities Intermediary shall promptly notify the Company and
the Collateral Agent of the Securities Intermediary's failure to obtain
possession of any such replacement certificate as required hereby.

         SECTION 2.2 Control and Perfection.

         (a) In connection with the Pledge granted in Section 2.1, and subject
to the other provisions of this Agreement, the Holders from time to time acting
through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase
Contract Agent as nominal owner of the Collateral hereby authorize and direct
the Securities Intermediary (without the necessity of obtaining the further
consent of the Purchase Contract Agent or any of the Holders), and the
Securities Intermediary agrees, to comply with and follow any instructions and
entitlement orders (as defined in Section 8-102(a)(8) of the Code) that the
Collateral Agent may deliver with respect to the Collateral Account, the
Collateral credited thereto and any Security Entitlements with respect to any
thereof. In the event the Securities Intermediary receives from the Holders or
the Purchase Contract Agent entitlement orders which conflict with entitlement
orders received from the Collateral Agent, the Securities Intermediary shall
follow the entitlement orders received from the Collateral Agent. Such
instructions and entitlement orders may, without limitation, direct the
Securities Intermediary to transfer, redeem, assign, or otherwise deliver the
Notes, the Treasury Securities, any Applicable Ownership Interest in the
Treasury Portfolio or the Tax Event Treasury Portfolio, as the case may be, and
any Security Entitlements with respect thereto or sell, liquidate or dispose of
such assets through a broker designated by the Company, and to pay and deliver
any income, proceeds or other funds derived therefrom to the Company. The
Holders from time to time acting through the Purchase Contract Agent hereby
further authorize and direct the Collateral Agent, as agent of the Company, to
itself issue instructions






                                       5


and entitlement orders, and to otherwise take action, with respect to the
Collateral Account, the Collateral credited thereto and any Security
Entitlements with respect thereto, pursuant to the terms and provisions hereof,
all without the necessity of obtaining the further consent of the Purchase
Contract Agent or any of the Holders. The Collateral Agent shall be the agent of
the Company and shall act only in accordance with the terms hereof or as
otherwise directed in writing by the Company. Without limiting the generality of
the foregoing, the Collateral Agent shall issue entitlement orders to the
Securities Intermediary as directed in writing by the Company.

         (b) The Securities Intermediary hereby confirms and agrees that:

                  (i) all securities or other property underlying any financial
         assets credited to the Collateral Account shall be registered in the
         name of the Securities Intermediary, or its nominee, indorsed to the
         Securities Intermediary, or its nominee, or in blank or credited to
         another Collateral Account maintained in the name of the Securities
         Intermediary and in no case will any financial asset credited to the
         Collateral Account be registered in the name of the Purchase Contract
         Agent, the Collateral Agent, the Company or any Holder, or payable to
         the order of, or specially indorsed to, the Purchase Contract Agent,
         the Collateral Agent, the Company or any Holder except to the extent
         the foregoing have been specially indorsed to the Securities
         Intermediary or in blank;

                  (ii) all property delivered to the Securities Intermediary
         pursuant to this Pledge Agreement (including, without limitation, any
         Notes, Treasury Securities or any Applicable Ownership Interest in the
         Treasury Portfolio or Tax Event Treasury Portfolio, as the case may be)
         will be promptly credited to the Collateral Account;

                  (iii) the Collateral Account is an account to which financial
         assets are or may be credited, and the Securities Intermediary shall,
         subject to the terms of this Agreement, treat the Purchase Contract
         Agent as entitled to exercise the rights of any financial asset
         credited to the Collateral Account;

                  (iv) the Securities Intermediary has not entered into, and
         until the termination of this Agreement will not enter into, any
         agreement with any other Person relating to the Collateral Account
         and/or any financial assets credited thereto pursuant to which it has
         agreed to comply with entitlement orders (as defined in Section
         8-102(a)(8) of the Code) of such other Person;

                  (v) the Securities Intermediary has not entered into, and
         until the termination of this Agreement will not enter into, any
         agreement with the Company, the Collateral Agent or the Purchase
         Contract Agent purporting to limit or condition the obligation of the
         Securities Intermediary to comply with entitlement orders as set forth
         in this Section 2.2 hereof;

                  (vi) the Securities Intermediary hereby agrees that each item
         of property (whether investment property, financial asset, security,
         instrument or cash) credited to the Collateral Account shall be treated
         as a "financial asset" within the meaning of Section 8-102(a)(9) of the
         Code; and








                                       6

                  (vii) in the event of any conflict between this Agreement (or
         any portion thereof) and any other agreement now existing or hereafter
         entered into, the terms of this Agreement shall prevail.

         (c) The Purchase Contract Agent hereby irrevocably constitutes and
appoints the Collateral Agent and the Company, with full power of substitution,
as the Purchase Contract Agent's attorney-in-fact to take on behalf of, and in
the name, place and stead of, the Purchase Contract Agent and the Holders, any
action necessary or desirable to perfect and to keep perfected the security
interest in the Collateral referred to in Section 2.1. The grant of such
power-of-attorney shall not be deemed to require of the Collateral Agent any
specific duties or obligations not otherwise assumed by the Collateral Agent
hereunder. Notwithstanding the foregoing, in no event shall the Collateral Agent
or Securities Intermediary be responsible for the preparation or filing of any
financing or continuation statements in the appropriate jurisdictions or
responsible for maintenance or perfection of any security interest hereunder.

                                  ARTICLE III

                         PAYMENTS ON PLEDGED COLLATERAL

         SECTION 3.1     Payments.

         So long as the Purchase Contract Agent is the registered owner of the
Pledged Notes, Pledged Applicable Ownership Interest in the Tax Event Treasury
Portfolio, Pledged Applicable Ownership Interest in the Treasury Portfolio or
Pledged Treasury Securities, it shall receive all payments thereon. If the
Pledged Notes are reregistered, such that the Collateral Agent becomes the
registered holder, all payments of the principal of, or interest on, the Pledged
Notes and all payments of the principal of, or cash distributions on, any
Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio,
Pledged Treasury Securities or any Pledged Applicable Ownership Interest in the
Treasury Portfolio, that are received by the Collateral Agent and that are
properly payable hereunder, shall be paid by the Collateral Agent by wire
transfer in same day funds:

                  (i) in the case of (A) quarterly cash distributions on Equity
         Security Units that include Pledged Notes, any Pledged Applicable
         Ownership Interest in the Tax Event Treasury Portfolio or any Pledged
         Applicable Ownership Interest in the Treasury Portfolio, any interest
         payments with respect to the Pledged Notes or the appropriate Pledged
         Applicable Ownership Interest in the Treasury Portfolio or the Tax
         Event Treasury Portfolio (in each case, as specified in clause (B) of
         the definition of Applicable Ownership Interest), as the case may be,
         and (B) any payments of principal or, if applicable, the appropriate
         Applicable Ownership Interest in the Treasury Portfolio or the Tax
         Event Treasury Portfolio (in each case, as specified in clause (A) of
         the definition of such term), as the case may be, with respect to any
         Notes, or the appropriate Applicable Ownership Interest in the Treasury
         Portfolio or the Tax Event Treasury Portfolio, as the case may be, that
         have been released from the Pledge pursuant to Section 4.3 hereof, to
         the Purchase Contract Agent, for the benefit of the relevant Holders of
         the Equity Security Units, to the account designated by the Purchase
         Contract Agent for such purpose, no later than 11:00 a.m., New York
         City time, on the Business Day such







                                       7

         payment is received by the Collateral Agent (provided that in the event
         such payment is received by the Collateral Agent on a day that is not a
         Business Day or after 9:00 a.m., New York City time, on a Business Day,
         then such payment shall be made no later than 9:30 a.m., New York City
         time, on the next succeeding Business Day);

                  (ii) in the case of any payments with respect to any Treasury
         Securities that have been released from the Pledge pursuant to Section
         4.3 hereof, to the Holders of the Stripped Equity Security Units to the
         accounts designated by them in writing for such purpose no later than
         2:00 p.m., New York City time, on the Business Day such payment is
         received by the Collateral Agent (provided that in the event such
         payment is received by the Collateral Agent on a day that is not a
         Business Day or after 10 a.m., New York City time, on a Business Day,
         then such payment shall be made no later than 10:00 a.m., New York City
         time, on the next succeeding Business Day); and

                  (iii) in the case of payments in respect of any Pledged Notes,
         Pledged Treasury Securities or the appropriate Pledged Applicable
         Ownership Interest in the Treasury Portfolio or Tax Event Treasury
         Portfolio (in each case, as specified in clause (A) of the definition
         of Applicable Ownership Interest), as the case may be, to be paid upon
         settlement of such Holder's obligations to purchase Common Stock under
         the Purchase Contract, to the Company on the Stock Purchase Date in
         accordance with the procedure set forth in Section 4.5(a) or 4.5(b)
         hereof, in full satisfaction of the respective obligations of the
         Holders under the related Purchase Contracts.

         SECTION 3.2    Application of Payments.

         All payments received by the Purchase Contract Agent as provided herein
shall be applied by the Purchase Contract Agent pursuant to the provisions of
the Purchase Contract Agreement. If, notwithstanding the foregoing, the Purchase
Contract Agent shall receive any payments of principal on account of any Note or
the appropriate Applicable Ownership Interest in the Treasury Portfolio or Tax
Event Treasury Portfolio (in each case, as specified in clause (A) of the
definition of Applicable Ownership Interest), as applicable, that, at the time
of such payment, is a Pledged Note, appropriate Pledged Applicable Ownership
Interest in the Treasury Portfolio or appropriate Pledged Applicable Ownership
Interest in the Tax Event Treasury Portfolio (in each case, as specified in
clause (A) of the definition of Applicable Ownership Interest), as the case may
be, or the Purchase Contract Agent shall receive any payments of principal on
account of any Treasury Securities that, at the time of such payment, are
Pledged Treasury Securities, the Purchase Contract Agent shall hold the same as
trustee of an express trust for the benefit of the Company (and promptly deliver
the same over to the Company) for application to the obligations of the Holders
under the related Purchase Contracts, and the Holders shall acquire no right,
title or interest in any such payments of principal so received.






                                       8

                                   ARTICLE IV

             SUBSTITUTION, RELEASE, REPLEDGE AND SETTLEMENT OF NOTES

         SECTION 4.1     Collateral Substitution and the Creation of Stripped
                         Equity Security Units.

         At any time prior to the earlier of a successful remarketing of the
Notes in accordance with the provisions of Section 5.4 of the Purchase Contract
Agreement or a Tax Event Redemption Date, a Holder of Equity Security Units
shall have the right to substitute Treasury Securities for the Pledged Notes
securing such Holder's obligations under the Purchase Contracts comprising a
part of such Equity Security Units, in integral multiples of 40 Equity Security
Units, by (a) Transferring to the Collateral Agent Treasury Securities having an
aggregate principal amount at maturity equal to the aggregate Stated Amount of
such Equity Security Units and (b) delivering such Equity Security Units to the
Purchase Contract Agent, accompanied by a notice, substantially in the form of
Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has
Transferred Treasury Securities to the Collateral Agent pursuant to clause (a)
above (stating the principal amount and the CUSIP numbers of the Treasury
Securities Transferred by such Holder) and requesting that the Purchase Contract
Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes
related to such Equity Security Units, whereupon the Purchase Contract Agent
shall promptly give such instruction in writing to the Collateral Agent in the
form provided in Exhibit A hereto; provided that, notwithstanding the foregoing,
such Holder may not substitute such Treasury Securities for such Pledged Notes
pursuant to this Section 4.1 during any period beginning after 5:00 p.m., New
York City time, on the fourth Business Day immediately preceding the first
Business Day of a Remarketing Period and, if applicable, ending at 9:00 a.m.,
New York City time, on the fourth Business Day immediately succeeding the third
Business Day of such Remarketing Period. Upon receipt of Treasury Securities
from a Holder of Equity Security Units and the related written instruction from
the Purchase Contract Agent, the Collateral Agent shall release the Pledged
Notes and shall promptly Transfer such Pledged Notes, free and clear of any
lien, pledge or security interest created hereby, to the Purchase Contract
Agent. All items Transferred and/or substituted by any Holder pursuant to this
Section 4.1, Section 4.2 or any other Section of this Agreement shall be
Transferred and/or substituted free and clear of all liens, claims and
encumbrances.

         SECTION 4.2     Collateral Substitution and the Re-Creation of Equity
                         Security Units.

         At any time prior to the earlier of a successful remarketing of the
Notes in accordance with the provisions of Section 5.4 of the Purchase Contract
Agreement or a Tax Event Redemption Date, a Holder of Stripped Equity Security
Units shall have the right to reestablish Equity Security Units consisting of
the Purchase Contracts and Notes in integral multiples of 40 Stripped Equity
Security Units by (x) Transferring to the Collateral Agent Notes in an aggregate
principal amount equal to the aggregate principal amount at maturity of the
Treasury Securities comprising part of such Stripped Equity Security Units and
(y) delivering such Stripped Equity Security Units to the Purchase Contract
Agent, accompanied by a notice, substantially in the form of Exhibit B hereto,
to the Purchase Contract Agent stating that such Holder has Transferred Notes to
the Collateral Agent and requesting that the Purchase Contract Agent




                                       9

instruct the Collateral Agent to release from the Pledge the Pledged Treasury
Securities related to such Stripped Equity Security Units, whereupon the
Purchase Contract Agent shall give such instruction to the Collateral Agent in
the form provided in Exhibit A hereto; provided that, notwithstanding the
foregoing, such Holder of Stripped Equity Security Units shall not have the
right to reestablish Equity Security Units pursuant to this Section 4.2 during
any period beginning after 5:00 p.m., New York City time, on the fourth Business
Day immediately preceding the first Business Day of a Remarketing Period and, if
applicable, ending at 9:00 a.m., New York City time, on the fourth Business Day
immediately succeeding the third Business Day such Remarketing Period. Upon
receipt of the Notes from such Holder and the instruction from the Purchase
Contract Agent, the Collateral Agent shall release the Pledged Treasury
Securities and shall promptly Transfer such Pledged Treasury Securities, free
and clear of any lien, pledge or security interest created hereby, to the
Purchase Contract Agent.

         SECTION 4.3    Termination Event.

         (a) Upon receipt by the Collateral Agent of written notice from the
Company or the Purchase Contract Agent that there has occurred a Termination
Event, the Collateral Agent shall release all Collateral from the Pledge and
shall promptly Transfer any Pledged Notes, Pledged Applicable Ownership Interest
in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax
Event Treasury Portfolio, as the case may be, and Pledged Treasury Securities to
the Purchase Contract Agent for the benefit of the Holders of the Equity
Security Units and the Stripped Equity Security Units, respectively, free and
clear of any lien, pledge or security interest or other interest created hereby.

         (b) If such Termination Event shall result from the Company's becoming
a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any
reason fail promptly to effectuate the release and Transfer of all Pledged
Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged
Applicable Ownership Interest in the Tax Event Treasury Portfolio, or Pledged
Treasury Securities, as the case may be, as provided by this Section 4.3, the
Purchase Contract Agent shall:

                  (i) use its best efforts to obtain at the expense of the
         Company an opinion of a nationally recognized law firm reasonably
         acceptable to the Collateral Agent to the effect that, as a result of
         the Company's being the debtor in such a bankruptcy case, the
         Collateral Agent will not be prohibited from releasing or Transferring
         the Collateral as provided in this Section 4.3, and shall deliver such
         opinion to the Collateral Agent within ten days after the occurrence of
         such Termination Event, and if (y) the Purchase Contract Agent shall be
         unable to obtain such opinion within ten days after the occurrence of
         such Termination Event or (z) the Collateral Agent shall continue,
         after delivery of such opinion, to refuse to effectuate the release and
         Transfer of all Pledged Notes, Pledged Applicable Ownership Interest in
         the Treasury Portfolio, Pledged Applicable Ownership Interest in the
         Tax Event Treasury Portfolio or Pledged Treasury Securities, as the
         case may be, as provided in this Section 4.3, then the Purchase
         Contract Agent shall within fifteen days after the occurrence of such
         Termination Event commence an action or proceeding in the court with
         jurisdiction of the Company's case under the Bankruptcy Code seeking an
         order requiring the Collateral Agent to effectuate the release and
         transfer of all Pledged Notes, Pledged Applicable Ownership Interest in
         the Treasury Portfolio,






                                       10


         Pledged Applicable Ownership Interest in the Tax Event Treasury
         Portfolio or Pledged Treasury Securities, as the case may be, as
         provided by this Section 4.3 or

                  (ii) commence an action or proceeding like that described in
         subsection (i)(z) hereof within ten days after the occurrence of such
         Termination Event.

         SECTION 4.4    Early Settlement; Merger Early Settlement; Cash
                        Settlement.

         Upon written notice to the Collateral Agent by the Purchase Contract
Agent that one or more Holders of Equity Security Units or Stripped Equity
Security Units have elected to effect Early Settlement or Merger Early
Settlement or that one or more Holders of Equity Security Units have elected to
effect Cash Settlement, in each case, of their respective obligations under the
Purchase Contracts forming a part of such Equity Security Units or Stripped
Equity Security Units in accordance with the terms of the Purchase Contracts and
the Purchase Contract Agreement (setting forth the number of such Purchase
Contracts as to which such Holders have elected to effect Early Settlement,
Merger Early Settlement or Cash Settlement), and that the Purchase Contract
Agent has received from such Holders, and paid to the Company, as confirmed to
the Collateral Agent in writing by the Company, the related Early Settlement
Amounts, Merger Early Settlement Amounts or the Purchase Prices in the case of
the Cash Settlement, as the case may be, pursuant to the terms of the Purchase
Contracts and the Purchase Contract Agreement and that all conditions to such
Early Settlement, Merger Early Settlement or Cash Settlement, as the case may
be, have been satisfied, then the Collateral Agent shall release from the Pledge
(a) Pledged Notes, the appropriate Pledged Applicable Ownership Interest in the
Tax Event Treasury Portfolio or the appropriate Pledged Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, in the case of a Holder
of Equity Security Units effecting Early Settlement or Merger Early Settlement
or (b) Pledged Treasury Securities, in the case of a Holder of Stripped Equity
Security Units effecting Early Settlement or Merger Early Settlement, relating
to such Purchase Contracts as to which such Holders have elected to effect Early
Settlement, Merger Early Settlement or Cash Settlement, and shall Transfer all
such Pledged Notes, Pledged Applicable Ownership Interests in the Treasury
Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury
Portfolio or Pledged Treasury Securities, as the case may be, free and clear of
the Pledge created hereby, to the Purchase Contract Agent for the benefit of
such Holders.

         SECTION 4.5    Remarketing: Application of Proceeds: Settlement.

         (a) Pursuant to the Purchase Contract Agreement, the Purchase Contract
Agreement shall notify, by 10:00 a.m., New York City time, on the third Business
Day immediately preceding the first Business Day of a Remarketing Period, the
Remarketing Agent and the Collateral Agent of the aggregate principal amount of
Notes comprising Equity Security Units to be remarketed. The Collateral Agent
shall, by 10:00 a.m., New York City time, on the third Business Day immediately
preceding the first Business Day of a Remarketing Period, without any
instruction from Holders of Equity Security Units, deliver the Pledged Notes to
be remarketed to the Remarketing Agent for remarketing. After deducting as the
remarketing fee an amount not exceeding 25 basis points (0.25%) of the total
proceeds of such remarketing of Pledged Notes, the Remarketing Agent will
deliver the Treasury Portfolio purchased from the proceeds of the remarketing to
the Purchase Contract Agent, which shall thereupon deliver such






                                       11

Treasury Portfolio to the Collateral Agent. Upon receipt of the Treasury
Portfolio from the Purchase Contract Agent following a successful remarketing,
(i) the Collateral Agent, for the benefit of the Company, shall thereupon hold
in the Collateral Account such Treasury Portfolio to secure the obligations
under the Purchase Contracts of Holders of Equity Security Units and to fund the
quarterly interest payment due to such Holders of Equity Security Units on the
Stock Purchase Date, and (ii) the remaining portion, if any, of the proceeds of
such successful remarketing shall be distributed by the Remarketing Agent to the
Purchase Contract Agent for payment to such Holders of Equity Security Units. On
the Stock Purchase Date, the Collateral Agent shall, at the direction of the
Company, (i) apply that portion of the payments received in respect of the
Pledged Applicable Ownership Interest in the Treasury Portfolio equal to the
aggregate Stated Amount of the related Equity Security Units to satisfy in full
the obligations of such Holders of Equity Security Units to pay the Purchase
Price under the related Purchase Contracts and (ii) apply the remaining portion
to pay the quarterly interest payment due to such Holders of Equity Security
Units on such Stock Purchase Date, which such quarterly interest payment shall
be paid on the Pledged Notes in an amount equal to the Coupon Rate for such
quarterly interest payment.

         (b) Within three Business Days following any Last Failed Remarketing,
the Notes delivered to the Remarketing Agent pursuant to Section 4.5(a) hereof
shall be returned to the Collateral Agent, together with written notice from the
Remarketing Agent of the Last Failed Remarketing. The Collateral Agent, for the
benefit of the Company, shall thereupon hold such Notes to secure the
obligations of Holders of Equity Security Units under the Purchase Contracts.
The Remarketing Agent shall make one or more attempts to remarket the Notes in
accordance with the procedures set forth in the Purchase Contract Agreement and
the Remarketing Agreement, provided that the requirements of Section 5.4(b)(ii)
of the Purchase Contract Agreement have been met. If by 4:00 p.m., New York City
time, on the fifth Business Day immediately preceding the Stock Purchase Date
the Remarketing Agent has failed to remarket the Notes at approximately, but not
less than, 100.50% of the Remarketing Value (as described in the Purchase
Contract Agreement) resulting in an event of default under the Purchase Contract
Agreement, the Remarketing Agent shall advise the Collateral Agent in writing
that it has failed to remarket the related Pledged Notes of such Holders of
Equity Security Units on such date. The Collateral Agent, for the benefit of the
Company will, at the written direction of the Company, exercise its rights as a
secured party with respect to the Pledged Notes and use commercially reasonable
efforts to dispose of the Pledged Notes in accordance with applicable law and
apply the proceeds from such disposition in full satisfaction of such Holders'
obligations to pay the Purchase Price for the Common Stock; provided, that if
upon the occurrence of a Last Failed Remarketing on the fifth Business Day
immediately preceding the Stock Purchase Date, the Collateral Agent exercises
such rights for the benefit of the Company with respect to such Notes, any
accrued and unpaid interest on such Notes will become payable by the Company to
the Purchase Contract Agent for payment to the Holder of the Equity Security
Units to which such Notes relate in accordance with the Purchase Contract
Agreement.

         (c) In the event a Holder of Stripped Equity Security Units has not
made an Early Settlement or Merger Early Settlement of the Purchase Contracts
underlying its Stripped Equity Security Units, such Holder shall be deemed to
have elected to pay for the shares of Common Stock to be issued under such
Purchase Contracts from the payments received in respect of the






                                       12

related Pledged Treasury Securities. Without receiving any instruction from any
such Holder, the Collateral Agent shall apply such payments to the settlement of
such Purchase Contracts on the Stock Purchase Date. In the event the payments
received in respect of the related Pledged Treasury Securities are in excess of
the aggregate Purchase Price of the Purchase Contracts being settled thereby,
the Collateral Agent shall distribute such excess, when received, to the
Purchase Contract Agent for the benefit of such Holders of Stripped Equity
Security Units.

         (d) On or prior to 11:00 a.m., New York City time, on the fourth
Business Day preceding the first Business Day of any Remarketing Period, holders
of Separate Notes may elect to have their Separate Notes remarketed by
delivering their Separate Notes, together with a notice of such election,
substantially in the form of Exhibit C hereto, to the Custodial Agent. On the
third Business Day prior to the first Business Day of any Remarketing Period, by
10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing
Agent of the number of such Separate Notes to be remarketed. The Custodial Agent
will hold such Separate Notes in an account separate from the Collateral
Account. A holder of Separate Notes electing to have its Separate Notes
remarketed will also have the right to withdraw such election by written notice
to the Custodial Agent, substantially in the form of Exhibit D hereto, on or
prior to the fifth Business Day immediately preceding the first Business Day of
any Remarketing Period and any Subsequent Remarketing Period, upon which notice
the Custodial Agent will return such Separate Notes to such holder. By 10:00
a.m. New York City time on the third Business Day immediately preceding the
first Business Day of any Remarketing Period and any Subsequent Remarketing
Period, the Custodial Agent at the written direction of the Remarketing Agent
will deliver to the Remarketing Agent for remarketing all Separate Notes
delivered to the Custodial Agent pursuant to this Section 4.5(d) and not
withdrawn pursuant to the terms hereof prior to such date. The portion of the
proceeds from such remarketing equal to the amount calculated in respect of such
Separate Notes as set forth in Section 5.4(b) of the Purchase Contract Agreement
will automatically be remitted by the Remarketing Agent to the Custodial Agent
for the benefit of the holders of such Separate Notes In addition, after
deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%)
of the total proceeds of such remarketing of such Separate Notes, the
Remarketing Agent will remit to the Custodial Agent the remaining portion of the
proceeds, if any, for the benefit of such holders of such Separate Notes. If,
despite using its reasonable best efforts, the Remarketing Agent advises the
Custodial Agent in writing that there has been a Last Failed Remarketing on the
last Business Day of a Remarketing Period, the Remarketing Agent will promptly
return such Separate Notes to the Custodial Agent for redelivery to such holders
of such Separate Notes.

                                   ARTICLE V

                             VOTING RIGHTS -- NOTES

         SECTION 5.1       Exercise by Purchase Contract Agent.

         The Purchase Contract Agent may exercise, or refrain from exercising,
any and all voting and other consensual rights pertaining to the Pledged Notes
or any part thereof for any purpose not inconsistent with the terms of this
Agreement and in accordance with the terms of the Purchase Contract Agreement;
provided, that the Purchase Contract Agent shall not exercise or, as the case
may be, shall not refrain from exercising such right if, in the judgment of the







                                       13

Company, such action would impair or otherwise have a material adverse effect on
the value of all or any of the Pledged Notes; and provided, further, that the
Purchase Contract Agent shall give the Company and the Collateral Agent at least
five days prior written notice of the manner in which it intends to exercise, or
its reasons for refraining from exercising, any such right. Upon receipt of any
notices and other communications in respect of any Pledged Notes, including
notice of any meeting at which holders of Notes are entitled to vote or
solicitation of consents, waivers or proxies of holders of Notes, the Collateral
Agent shall use reasonable efforts to send promptly to the Purchase Contract
Agent such notice or communication, and as soon as reasonably practicable after
receipt of a written request therefor from the Purchase Contract Agent, execute
and deliver to the Purchase Contract Agent such proxies and other instruments in
respect of such Pledged Notes (in form and substance satisfactory to the
Collateral Agent) as are prepared by the Purchase Contract Agent with respect to
the Pledged Notes.

                                   ARTICLE VI

                    RIGHTS AND REMEDIES; TAX EVENT REDEMPTION

         SECTION 6.1    Rights and Remedies of the Collateral Agent.

         (a) In addition to the rights and remedies available at law or in
equity, after an event of default under the Purchase Contracts, the Collateral
Agent shall have all of the rights and remedies with respect to the Collateral
of a secured party under the Uniform Commercial Code (or any successor thereto)
as in effect in the State of New York from time to time (the "Code") (whether or
not the Code is in effect in the jurisdiction where the rights and remedies are
asserted) and the TRADES Regulations and such additional rights and remedies to
which a secured party is entitled under the laws in effect in any jurisdiction
where any rights and remedies hereunder may be asserted. Wherever reference is
made in this Agreement to any section of the Code, such reference shall be
deemed to include a reference to any provision of the Code that is a successor
to, or amendment of, such section. Without limiting the generality of the
foregoing, such remedies may include, to the extent permitted by applicable law,
(i) retention of the Pledged Notes or other Collateral in full satisfaction of
the Holders' obligations under the Purchase Contracts or (ii) sale of the
Pledged Notes or other Collateral in one or more public or private sales, in
each case at the written direction of the Company.

         (b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company on account of any Pledged Notes, Pledged
Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable
Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury
Securities as provided in Article III hereof in satisfaction of the obligations
of the Holders of Equity Security Units or Stripped Equity Security Units of
which such Pledged Notes, Pledged Applicable Ownership Interest in the Treasury
Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury
Portfolio or Pledged Treasury Securities, as applicable, is a part under the
related Purchase Contracts, the inability to make such payments shall constitute
an event of default under the Purchase Contracts and the Collateral Agent shall
have and may exercise, with reference to such Pledged Notes, Pledged Treasury
Securities, Pledged Applicable Ownership Interest in the Treasury Portfolio or
Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as
applicable, and such obligations of such Holder, any and all of






                                       14


the rights and remedies available to a secured party under the Code and the
TRADES Regulations after default by a debtor, and as otherwise granted herein or
under any other law.

         (c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of (i) the principal amount of,
or interest on, the Pledged Notes, or (ii) the principal amount of, or interest
(if any) on, the Pledged Applicable Ownership Interest in the Treasury
Portfolio, Pledged Applicable Ownership Interest of the Tax Event Treasury
Portfolio or Pledged Treasury Securities, subject, in each case, to the
provisions of Article III, and as otherwise granted herein.

         (d) The Purchase Contract Agent, individually and as attorney-in-fact
for each Holder of Equity Security Units and Stripped Equity Security Units,
agrees that, from time to time, upon the written request of the Company or the
Collateral Agent (acting upon the written request of the Company), the Purchase
Contract Agent or such Holder shall execute and deliver such further documents
and do such other acts and things as the Company or the Collateral Agent (acting
upon the written request of the Company) may reasonably request in order to
maintain the Pledge, and the perfection and priority thereof, and to confirm the
rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have
no liability to any Holder for executing any documents or taking any such acts
requested by the Company or the Collateral Agent (acting upon the written
request of the Company) hereunder, except for liability for its own negligent
act, its own negligent failure to act, its bad faith or its own willful
misconduct.

         SECTION 6.2    Substitutions.

         Whenever a Holder has the right to substitute Treasury Securities or
Notes, as the case may be, for Collateral held by the Collateral Agent, such
substitution shall not constitute a novation of the security interest created
hereby.

         SECTION 6.3    Tax Event Redemption.

         Upon the occurrence of a Tax Event Redemption prior to a successful
remarketing of the Pledged Notes, the aggregate Redemption Price payable on the
Tax Event Redemption Date with respect to such Pledged Notes shall be delivered
to the Collateral Agent by the Trustee on or prior to 12:00 p.m., New York City
time, on such date by wire transfer in immediately available funds at such place
and at such account as may be designated by the Collateral Agent in exchange for
the Pledged Notes. In the event the Collateral Agent receives such Redemption
Price, the Collateral Agent will, at the written direction of the Company, apply
an amount, out of such Redemption Price, equal to the aggregate Redemption
Amount with respect to the Pledged Notes to purchase from the Quotation Agent
the Tax Event Treasury Portfolio and promptly remit the remaining portion of
such Redemption Price to the Purchase Contract Agent for payment to the Holders
of Equity Security Units. The Collateral Agent shall Transfer the Tax Event
Treasury Portfolio to the Collateral Account to secure the obligation of all
Holders of Equity Security Units to purchase Common Stock of the Company under
the Purchase Contracts constituting a part of such Equity Security Units, in
substitution for the Pledged Notes. Thereafter the Collateral Agent shall have
such security interests, rights and obligations with respect to the Tax Event
Treasury Portfolio as it had in respect of the Pledged Notes as provided






                                       15

in Articles II, III, IV, V and VI, and any reference herein to the Notes shall
be deemed to be a reference to such Tax Event Treasury Portfolio, and any
reference herein to interest on the Notes shall be deemed to be a reference to
distributions on such Tax Event Treasury Portfolio.

                                  ARTICLE VII

                    REPRESENTATIONS AND WARRANTIES; COVENANTS

         SECTION 7.1    Representations and Warranties.

         The Holders from time to time, acting through the Purchase Contract
Agent as their attorney-in-fact (it being understood that the Purchase Contract
Agent shall not be liable for any representation or warranty made by or on
behalf of a Holder), hereby represent and warrant to the Collateral Agent, which
representations and warranties shall be deemed repeated on each day a Holder
Transfers Collateral that:

         (a) such Holder has the power to grant a security interest in and lien
on the Collateral;

         (b) such Holder is the sole beneficial owner of the Collateral and, in
the case of Collateral delivered in physical form, is the sole holder of such
Collateral and is the sole beneficial owner of, or has the right to Transfer,
the Collateral it Transfers to the Collateral Agent, free and clear of any
security interest, lien, encumbrance, call, liability to pay money or other
restriction other than the security interest and lien granted under Section 2.1
hereof;

         (c) upon the Transfer of the Collateral to the Collateral Account, the
Collateral Agent, for the benefit of the Company, will have a valid and
perfected first priority security interest therein (assuming that any central
clearing operation or any Intermediary or other entity not within the control of
the Holder involved in the Transfer of the Collateral, including the Collateral
Agent, gives the notices and takes the action required of it hereunder and under
applicable law for perfection of that interest and assuming the establishment
and exercise of control pursuant to Section 2.2 hereof); and

         (d) the execution and performance by the Holder of its obligations
under this Agreement will not result in the creation of any security interest,
lien or other encumbrance on the Collateral other than the security interest and
lien granted under Section 2.1 hereof or violate any provision of any existing
law or regulation applicable to it or of any mortgage, charge, pledge,
indenture, contract or undertaking to which it is a party or which is binding on
it or any of its assets.

         SECTION 7.2    Covenants.

         The Holders from time to time, acting through the Purchase Contract
Agent as their attorney-in-fact (it being understood that the Purchase Contract
Agent shall not be liable for any covenant made by or on behalf of a Holder),
hereby covenant to the Collateral Agent that for so long as the Collateral
remains subject to the Pledge:






                                       16

         (a) neither the Purchase Contract Agent nor such Holders will create or
purport to create or allow to subsist any mortgage, charge, lien, pledge or any
other security interest whatsoever over the Collateral or any part of it other
than pursuant to this Agreement; and

         (b) neither the Purchase Contract Agent nor such Holders will sell or
otherwise dispose (or attempt to dispose) of the Collateral or any part of it
except for the beneficial interest therein, subject to the pledge hereunder,
transferred in connection with the Transfer of the Equity Security Units and
Stripped Equity Security Units.

                                  ARTICLE VIII

                              THE COLLATERAL AGENT

         SECTION 8.1    Appointment, Powers and Immunities.

         (a) The Collateral Agent shall act as agent for the Company hereunder
with such powers as are specifically vested in the Collateral Agent by the terms
of this Agreement, together with such other powers as are reasonably incidental
thereto. Each of the Collateral Agent, the Custodial Agent and the Securities
Intermediary:

                  (i) shall have no duties or responsibilities except those
         expressly set forth in this Agreement and no implied covenants or
         obligations shall be inferred from this Agreement against any of them,
         nor shall any of them be bound by the provisions of any agreement by
         any party hereto beyond the specific terms hereof;

                  (ii) shall not be responsible for any recitals contained in
         this Agreement, or in any certificate or other document referred to or
         provided for in, or received by it under, this Agreement, the Equity
         Security Units or Stripped Equity Security Units or the Purchase
         Contract Agreement, or for the value, validity, effectiveness,
         genuineness, enforceability or sufficiency of this Agreement (other
         than as against the Collateral Agent), the Equity Security Units or
         Stripped Equity Security Units or the Purchase Contract Agreement or
         any other document referred to or provided for herein or therein or for
         any failure by the Company or any other Person (except the Collateral
         Agent, the Custodial Agent or the Securities Intermediary, as the case
         may be) to perform any of its obligations hereunder or thereunder or
         for the perfection, priority or, except as expressly required hereby,
         existence, validity, perfection or maintenance of any security interest
         created hereunder;

                  (iii) shall not be required to initiate or conduct any
         litigation or collection proceedings hereunder (except in the case of
         the Collateral Agent, pursuant to written directions furnished under
         Section 8.2 hereof, subject to Section 8.6 hereof);

                  (iv) shall not be responsible for any action taken or omitted
         to be taken by it hereunder or under any other document or instrument
         referred to or provided for herein or in connection herewith or
         therewith, except for its own gross negligence, bad faith or willful
         misconduct; and





                                       17

                  (v) shall not be required to advise any party as to selling or
         retaining, or taking or refraining from taking any action with respect
         to, the Equity Security Units or Stripped Equity Security Units or
         other property deposited hereunder.

         Subject to the foregoing, during the term of this Agreement, the
Collateral Agent shall take all reasonable action in connection with the
safekeeping and preservation of the Collateral hereunder.

         (b) No provision of this Agreement shall require the Collateral Agent,
the Custodial Agent or the Securities Intermediary to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder. In no event shall the Collateral Agent, the Custodial
Agent or the Securities Intermediary be liable for any amount in excess of the
value of the Collateral or for any special, indirect, individual, consequential
damages or lost profits or loss of business, arising in connection with this
Agreement even if the Collateral Agent, the Custodial Agent or the Securities
Intermediary has been advised of the likelihood of such loss or damage being
incurred and regardless of the form of action. Notwithstanding the foregoing,
the Collateral Agent, the Custodial Agent, the Purchase Contract Agent and
Securities Intermediary, each in its individual capacity, hereby waive any right
of setoff, bankers lien, liens or perfection rights as securities intermediary
or any counterclaim with respect to any of the Collateral.

         (c) The Collateral Agent, Custodial Agent and Securities Intermediary
shall have no liability whatsoever for the action or inaction of any Clearing
Agency or any book-entry system thereof. In no event shall any Clearing Agency
or any book-entry system thereof be deemed an agent or subcustodian of the
Collateral Agent, Custodial Agent and Securities Intermediary. The Collateral
Agent, Custodial Agent and Securities Intermediary shall not be responsible or
liable for any failure or delay in the performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fires; floods; war (whether declared or undeclared); terrorism;
civil or military disturbances; sabotage; epidemics; riots; interruptions, loss
or malfunctions of utilities, computer (hardware or software) or communications
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation.

         SECTION 8.2    Instructions of the Company.

         The Company shall have the right, by one or more instruments in writing
executed and delivered to the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be, to direct the time, method and
place of conducting any proceeding for the realization of any right or remedy
available to the Collateral Agent, or of exercising any power conferred on the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be, or to direct the taking or refraining from taking of any action
authorized by this Agreement; provided, however, that (i) such direction shall
not conflict with the provisions of any law or of this Agreement and (ii) the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall each
receive indemnity reasonably satisfactory to it as provided herein. Nothing in
this Section 8.2 shall impair the right of the Collateral Agent in its
discretion to take any action or omit to take any action which it deems proper
and which is not inconsistent with such direction.




                                       18

         SECTION 8.3    Reliance.

         Each of the Securities Intermediary, the Custodial Agent and the
Collateral Agent shall be entitled conclusively to rely upon any certification,
order, judgment, opinion, notice or other communication (including, without
limitation, any thereof by telephone or facsimile) reasonably believed by it to
be genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons (without being required to determine the correctness of
any fact stated therein), and upon advice and statements of legal counsel and
other experts selected by the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be. As to any matters not expressly
provided for by this Agreement, the Collateral Agent, the Custodial Agent and
the Securities Intermediary shall in all cases be fully protected in acting, or
in refraining from acting, hereunder in accordance with instructions given by
the Company in accordance with this Agreement.

         SECTION 8.4    Rights in Other Capacities.

         The Collateral Agent, the Custodial Agent and the Securities
Intermediary and their affiliates may (without having to account therefor to the
Company) accept deposits from, lend money to, make their investments in and
generally engage in any kind of banking, trust or other business with the
Purchase Contract Agent, any Holder of Equity Security Units or Stripped Equity
Security Units and any holder of Separate Notes (and any of their respective
subsidiaries or affiliates) as if it were not acting as the Collateral Agent,
the Custodial Agent or the Securities Intermediary, as the case may be, and the
Collateral Agent, the Custodial Agent and the Securities Intermediary and their
affiliates may accept fees and other consideration from the Purchase Contract
Agent, any Holder of Equity Security Units or Stripped Equity Security Units or
any holder of Separate Notes without having to account for the same to the
Company; provided that each of the Securities Intermediary, the Custodial Agent
and the Collateral Agent covenants and agrees with the Company that, except as
provided in this Agreement, it shall not accept, receive or permit there to be
created in favor of itself (and waives any right of set-off or banker's lien
with respect to) and shall take no affirmative action to permit there to be
created in favor of any other Person, any security interest, lien or other
encumbrance of any kind in or upon the Collateral and the Collateral shall not
be commingled with any other assets of any such Person.

         SECTION 8.5    Non-Reliance on Collateral Agent.

         None of the Securities Intermediary, the Custodial Agent or the
Collateral Agent shall be required to keep itself informed as to the performance
or observance by the Purchase Contract Agent or any Holder of Equity Security
Units or Stripped Equity Security Units of this Agreement, the Purchase Contract
Agreement, the Equity Security Units or Stripped Equity Security Units or any
other document referred to or provided for herein or therein or to inspect the
properties or books of the Purchase Contract Agent or any Holder of Equity
Security Units or Stripped Equity Security Units. The Collateral Agent, the
Custodial Agent and the Securities Intermediary shall not have any duty or
responsibility to provide the Company or the Remarketing Agent with any credit
or other information concerning the affairs, financial condition or business of
the Purchase Contract Agent, any Holder of Equity Security Units or Stripped
Equity Security Units or any holder of Separate Notes (or any of their
respective






                                       19

subsidiaries or affiliates) that may come into the possession of the Collateral
Agent, the Custodial Agent or the Securities Intermediary or any of their
respective affiliates.

         SECTION 8.6    Compensation and Indemnity.

         The Company agrees:

         (a) to pay each of the Collateral Agent, the Custodial Agent and the
Securities Intermediary from time to time such compensation as shall be agreed
in writing between the Company and the Collateral Agent, Custodial Agent or the
Securities Intermediary, as the case may be, for all services rendered by each
of them hereunder, and

         (b) to indemnify the Collateral Agent, the Custodial Agent, the
Securities Intermediary and their officers, directors and agents for, and to
hold each of them harmless from and against, any loss, liability or reasonable
out-of-pocket expense incurred without gross negligence, bad faith or willful
misconduct on its part, arising out of or in connection with the acceptance or
administration of its powers and duties under this Agreement, including the
out-of-pocket costs and expenses (including fees and expenses of counsel) of
defending itself against any claim or liability in connection with the exercise
or performance of such powers and duties or collecting such amounts. The
Collateral Agent, the Custodial Agent and the Securities Intermediary shall each
promptly notify the Company of any third party claim that may give rise to the
indemnity hereunder and give the Company the opportunity to participate in the
defense of such claim with counsel reasonably satisfactory to the indemnified
party, and no such claim shall be settled without the written consent of the
Company, which consent shall not be unreasonably withheld. The provisions of
this Section 8.6 shall survive the resignation or removal of the Collateral
Agent, the Custodial Agent and the Securities Intermediary or the termination of
this Agreement.

         SECTION 8.7    Failure to Act.

         In the event of any ambiguity in the provisions of this Agreement or
any dispute between or conflicting claims by or among the parties hereto or any
other Person with respect to any funds or property deposited hereunder, the
Collateral Agent, Custodial Agent and the Securities Intermediary shall be
entitled, after prompt notice to the Company and the Purchase Contract Agent, at
its sole option, to refuse to comply with any and all claims, demands or
instructions with respect to such property or funds so long as such dispute or
conflict shall continue, and none of the Collateral Agent, Custodial Agent or
the Securities Intermediary shall be or become liable in any way to any of the
parties hereto for its failure or refusal to comply with such conflicting
claims, demands or instructions. The Collateral Agent, Custodial Agent and the
Securities Intermediary shall be entitled to refuse to act until either (i) such
conflicting or adverse claims or demands shall have been finally determined by a
court of competent jurisdiction or settled by agreement between the conflicting
parties as evidenced in a writing, reasonably satisfactory to the Collateral
Agent, Custodial Agent or the Securities Intermediary, as the case may be, or
(ii) the Collateral Agent, the Custodial Agent or the Securities Intermediary,
as the case may be, shall have received security or an indemnity reasonably
satisfactory to the Collateral Agent, Custodial Agent or the Securities
Intermediary, as the case may be, sufficient to save the Collateral Agent,
Custodial Agent or the Securities Intermediary, as the case may be, harmless






                                       20

from and against any and all loss, liability or reasonable out-of-pocket expense
that the Collateral Agent, Custodial Agent or the Securities Intermediary, as
the case may be, may incur by reason of its acting without willful misconduct or
gross negligence. The Collateral Agent, Custodial Agent or the Securities
Intermediary may in addition elect to commence an interpleader action or seek
other judicial relief or orders as the Collateral Agent, Custodial Agent or the
Securities Intermediary, as the case may be, may deem necessary. Notwithstanding
anything contained herein to the contrary, none of the Collateral Agent,
Custodial Agent or the Securities Intermediary shall be required to take any
action that is in its opinion contrary to law or to the terms of this Agreement,
or which would in its opinion subject it or any of its officers, employees or
directors to liability.

         SECTION 8.8    Resignation.

         Subject to the appointment and acceptance of a successor Collateral
Agent, Custodial Agent or Securities Intermediary, as provided below, (a) the
Collateral Agent, Custodial Agent and the Securities Intermediary may resign at
any time by giving notice thereof to the Company and the Purchase Contract Agent
as attorney-in-fact for the Holders of Equity Security Units and Stripped Equity
Security Units, (b) the Collateral Agent, Custodial Agent and the Securities
Intermediary may be removed at any time by the Company, (c) if the Collateral
Agent, Custodial Agent or the Securities Intermediary fails to perform any of
its material obligations hereunder in any material respect for a period of not
less than 20 days after receiving written notice of such failure by the Purchase
Contract Agent and such failure shall be continuing, the Collateral Agent,
Custodial Agent or the Securities Intermediary may be removed by the Purchase
Contract Agent, and (d) if the Collateral Agent, the Custodial Agent or the
Securities Intermediary is the same Person as the Purchase Contract Agent and an
event of default occurs under the Purchase Contract Agreement or this Agreement,
except an event of default as a result of a Last Failed Remarketing on the fifth
Business Day immediately preceding the Stock Purchase Date, the Collateral
Agent, the Custodial Agent or the Securities Intermediary shall resign
immediately. The Purchase Contract Agent shall promptly notify the Company of
any removal of the Collateral Agent, the Custodial Agent or the Securities
Intermediary pursuant to clause (c) of the immediately preceding sentence. The
Company shall promptly notify the Purchase Contract Agent of any removal of the
Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to
clause (b) of the second preceding sentence. Upon any such resignation or
removal, the Company shall have the right to appoint a successor Collateral
Agent, Custodial Agent or Securities Intermediary, as the case may be. If no
successor Collateral Agent, Custodial Agent or Securities Intermediary, as the
case may be, shall have been so appointed and shall have accepted such
appointment within 30 days after the retiring Collateral Agent's, Custodial
Agent's or Securities Intermediary's giving of notice of resignation or such
removal, then the retiring Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be, may at the Company's expense petition any
court of competent jurisdiction for the appointment of a successor Collateral
Agent, Custodial Agent or Securities Intermediary, as the case may be. Each of
the Collateral Agent, Custodial Agent and the Securities Intermediary shall be a
bank which has an office in New York, New York with a combined capital and
surplus of at least $50,000,000. Upon the acceptance of any appointment as
Collateral Agent, Custodial Agent or Securities Intermediary, as the case may
be, hereunder by a successor Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be, such successor shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring







                                       21

Collateral Agent, Custodial Agent or Securities Intermediary, as the case may
be, and the retiring Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be, shall take all appropriate action to transfer
any money and property held by it hereunder (including the Collateral) to such
successor after the payment of any outstanding fees, expenses and indemnities
due and owing to such remaining party. The retiring Collateral Agent, Custodial
Agent or Securities Intermediary shall, upon such succession, be discharged from
its duties and obligations as Collateral Agent, Custodial Agent or Securities
Intermediary hereunder. After any retiring Collateral Agent's, Custodial Agent's
or Securities Intermediary's resignation hereunder as Collateral Agent,
Custodial Agent or Securities Intermediary, the provisions of this Section 8.8,
and Section 8.6 hereof, shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was acting as the
Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or
removal of the Collateral Agent hereunder shall be deemed for all purposes of
this Agreement as the simultaneous resignation or removal of the Custodial Agent
and the Securities Intermediary hereunder.

         SECTION 8.9    Right to Appoint Agent or Advisor.

         The Collateral Agent shall have the right to appoint or consult with
agents or advisors in connection with any of its duties hereunder, and the
Collateral Agent shall not be liable for any action taken or omitted by, or in
reliance upon the advice of, such agents or advisors selected in good faith. The
appointment of agents (other than legal counsel) pursuant to this Section 8.9
shall be subject to prior consent of the Company, which consent shall not be
unreasonably withheld.

         SECTION 8.10   Survival.

         The provisions of this Article VIII shall survive termination of this
Agreement and the resignation or removal of the Collateral Agent, the Custodial
Agent or the Securities Intermediary.

         SECTION 8.11   Exculpation.

         Anything in this Agreement to the contrary notwithstanding, in no event
shall any of the Collateral Agent, the Custodial Agent or the Securities
Intermediary or their officers, employees or agents be liable under this
Agreement to any third party for indirect, special, punitive or consequential
loss or damage of any kind whatsoever, including lost profits, whether or not
the likelihood of such loss or damage was known to the Collateral Agent, the
Custodial Agent or the Securities Intermediary, or any of them.

                                   ARTICLE IX

                                    AMENDMENT

         SECTION 9.1    Amendment Without Consent of Holders.

         Without the consent of any Holders or the holders of any Separate
Notes, the Company, when authorized by a Board Resolution, the Collateral Agent,
the Custodial Agent, the Securities Intermediary and the Purchase Contract
Agent, at any time and from time to time, may amend






                                       22


this Agreement, in form satisfactory to the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Purchase Contract Agent,
for any of the following purposes:

                  (i) to evidence the succession of another Person to the
         Company, and the assumption by any such successor of the covenants of
         the Company;

                  (ii) to add to the covenants of the Company for the benefit of
         the Holders, or to surrender any right or power herein conferred upon
         the Company so long as such covenants or such surrender do not
         adversely affect the validity, perfection or priority of the security
         interests granted or created hereunder;

                  (iii) to evidence and provide for the acceptance of
         appointment hereunder by a successor Collateral Agent, Custodial Agent,
         Securities Intermediary or Purchase Contract Agent; or

                  (iv) to cure any ambiguity, to correct or supplement any
         provisions herein which may be inconsistent with any other such
         provisions herein, or to make any other provisions with respect to such
         matters or questions arising under this Agreement, provided such action
         shall not adversely affect the interests of the Holders.

         SECTION 9.2    Amendment with Consent of Holders.

         With the consent of the Holders of not less than a majority of the
Purchase Contracts at the time outstanding, by Act of said Holders delivered to
the Company, the Purchase Contract Agent or the Collateral Agent, as the case
may be, the Company, when duly authorized by a Board Resolution, the Purchase
Contract Agent, the Collateral Agent, the Custodial Agent and the Securities
Intermediary may amend this Agreement for the purpose of modifying in any manner
the provisions of this Agreement or the rights of the Holders in respect of the
Equity Security Units or Stripped Equity Security Units; provided, however, that
no such supplemental agreement shall, without the consent of the Holder of each
Outstanding Unit adversely affected thereby,

                  (i) change the amount or type of Collateral underlying an
         Equity Security Unit or Stripped Equity Security Unit (except for the
         rights of holders of Equity Security Units to substitute the Treasury
         Securities for the Pledged Notes or the rights of Holders of Stripped
         Equity Security Units to substitute Notes for the Pledged Treasury
         Securities), impair the right of the Holder of any Equity Security Unit
         or Stripped Equity Security Unit to receive distributions on the
         underlying Collateral or otherwise adversely affect the Holder's rights
         in or to such Collateral; or

                  (ii) otherwise effect any action that would require the
         consent of the Holder of each Outstanding Unit affected thereby
         pursuant to the Purchase Contract Agreement if such action were
         effected by an agreement supplemental thereto; or

                  (iii) reduce the percentage of Purchase Contracts the consent
         of whose Holders is required for any such amendment.






                                       23

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such Act shall approve the substance thereof.

         SECTION 9.3    Execution of Amendments.

         In executing any amendment permitted by this Section, the Collateral
Agent, the Custodial Agent, the Securities Intermediary and the Purchase
Contract Agent shall receive and (subject to Section 8.1 hereof, with respect to
the Collateral Agent, and Section 7.1 of the Purchase Contract Agreement, with
respect to the Purchase Contract Agent) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent, if
any, to the execution and delivery of such amendment have been satisfied and, in
the case of an amendment pursuant to Section 9.1, that such amendment does not
adversely affect the validity, perfection or priority of the security interests
granted or created hereunder.

         SECTION 9.4    Effect of Amendments.

         Upon the execution of any amendment under this Article IX, this
Agreement shall be modified in accordance therewith, and such amendment shall
form a part of this Agreement for all purposes; and every Holder of Certificates
theretofore or thereafter authenticated, executed on behalf of the Holders and
delivered under the Purchase Contract Agreement shall be bound thereby.

         SECTION 9.5    Reference to Amendments.

         Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any amendment pursuant to this Section may, and
shall if required by the Collateral Agent or the Purchase Contract Agent, bear a
notation in form approved by the Purchase Contract Agent and the Collateral
Agent as to any matter provided for in such amendment. If the Company shall so
determine, new Certificates so modified as to conform, in the opinion of the
Collateral Agent, the Purchase Contract Agent and the Company, to any such
amendment may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Purchase Contract Agent
in accordance with the Purchase Contract Agreement and without charge or expense
to the Holders in exchange for outstanding Certificates.

                                   ARTICLE X

                                  MISCELLANEOUS

         SECTION 10.1   No Waiver.

         No failure on the part of any party hereto or any of its agents to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by any party hereto or any of its agents of
any right, power or remedy hereunder preclude any other or further exercise
thereof






                                       24

or the exercise of any other right, power or remedy. The remedies herein are
cumulative and are not exclusive of any remedies provided by law.

         SECTION 10.2   Governing Law.

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS
OF LAWS. Without limiting the foregoing, the above choice of law is expressly
agreed to by the Securities Intermediary, the Collateral Agent, the Custodial
Agent and the Holders from time to time acting through the Purchase Contract
Agent, as their attorney-in-fact, in connection with the establishment and
maintenance of the Collateral Account, which law, for purposes of the Code,
shall be deemed to be the law governing all Security Entitlements related
thereto. In addition, such parties agree that, for purposes of the Code, New
York shall be the Securities Intermediary's jurisdiction. The Company, the
Collateral Agent and the Holders from time to time of the Equity Security Units
and Stripped Equity Security Units, acting through the Purchase Contract Agent
as their attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York state court sitting in New York City for the purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. The Company, the Collateral Agent and the Holders from time
to time of the Equity Security Units and Stripped Equity Security Units, acting
through the Purchase Contract Agent as their attorney-in-fact, irrevocably
waive, to the fullest extent permitted by applicable law, any objection which
they may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.

         SECTION 10.3   Notices.

         Unless otherwise stated herein, all notices, requests, consents and
other communications provided for herein (including, without limitation, any
modifications of, or waivers or consents under, this Agreement) shall be given
or made in writing (including, without limitation, by telecopy) delivered to the
intended recipient at the "Address for Notices" specified below its name on the
signature pages hereof or, as to any party, at such other address as shall be
designated by such party in a notice to the other parties. Except as otherwise
provided in this Agreement, all such communications shall be deemed to have been
duly given when personally delivered or, in the case of a mailed notice or
notice transmitted by telecopier, upon receipt, in each case given or addressed
as aforesaid.

         SECTION 10.4   Successors and Assigns.

         This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Purchase Contract Agent,
and the Holders from time to time of the Equity Security Units or Stripped
Equity Security Units, by their acceptance of the same, shall be deemed to have
agreed to be bound by the provisions hereof and to have ratified the agreements
of, and the grant of the Pledge hereunder by, the Purchase Contract Agent.





                                       25

         SECTION 10.5   Counterparts.

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument, and any of
the parties hereto may execute this Agreement by signing any such counterpart.

         SECTION 10.6   Severability.

         If any provision hereof is invalid and unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in order to carry out the intentions of the parties
hereto as nearly as may be possible and (ii) the invalidity or unenforceability
of any provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.

         SECTION 10.7   Expenses Etc.

         The Company agrees to reimburse the Collateral Agent, the Securities
Intermediary and the Custodial Agent for:

         (a) all reasonable costs and all reasonable expenses of the Collateral
Agent, the Custodial Agent and the Securities Intermediary (including, without
limitation, the reasonable fees and expenses of counsel to the Collateral Agent,
the Custodial Agent and the Securities Intermediary), in connection with (i) the
negotiation, preparation, execution and delivery or performance of this
Agreement and (ii) any modification, supplement or waiver of any of the terms of
this Agreement;

         (b) all reasonable costs and expenses of the Collateral Agent
(including, without limitation, reasonable fees and expenses of counsel) in
connection with (i) any enforcement or proceedings resulting or incurred in
connection with causing any Holder of Equity Security Units or Stripped Equity
Security Units to satisfy its obligations under the Purchase Contracts forming a
part of the Equity Security Units and Stripped Equity Security Units and (ii)
the enforcement of this Section 10.7; and

         (c) all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any other document referred to herein and all
costs, expenses, taxes, assessments and other charges incurred in connection
with any filing, registration, recording or perfection of any security interest
contemplated hereby.

         SECTION 10.8   Security Interest Absolute.

         All rights of the Collateral Agent and security interests hereunder,
and all obligations of the Holders from time to time hereunder, shall be
absolute and unconditional irrespective of:

         (a) any lack of validity or enforceability of any provision of the
Purchase Contracts or the Equity Security Units or Stripped Equity Security
Units or any other agreement or instrument relating thereto;






                                       26

         (b) any change in the time, manner or place of payment of, or any other
term of, or any increase in the amount of, all or any of the obligations of
Holders of Equity Security Units or Stripped Equity Security Units under the
related Purchase Contracts, or any other amendment or waiver of any term of, or
any consent to any departure from any requirement of, the Purchase Contract
Agreement or any Purchase Contract or any other agreement or instrument relating
thereto; or

         (c) any other circumstance which might otherwise constitute a defense
available to, or discharge of, a borrower, a guarantor or a pledgor.

         SECTION 10.9   Waiver of Jury Trial.

         EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

                            [SIGNATURE PAGE FOLLOWS]


                                       27

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

                              DTE ENERGY COMPANY



                              By:__________________________________________
                                 Name:
                                 Title:

                              Address for Notices:
                              2000 2nd Avenue
                              Detroit, Michigan 48226-1279
                              Attention:
                              Telecopy:

                              THE BANK OF NEW YORK, as Purchase Contract Agent
                              and as attorney-in-fact of the Holders from
                              time to time of the Equity Security Units and
                              Stripped Equity Security Units



                              By:__________________________________________
                                 Name:
                                 Title:

                              Address for Notices:
                              One Wall Street, 27th Floor
                              New York, New York 10286
                              Attention: Paul Schmalzel, Vice President
                              Telecopy: (212) 896-7298

                              THE BANK OF NEW YORK, as Collateral Agent,
                              Custodial Agent and Securities Intermediary



                              By:__________________________________________
                                 Name:
                                 Title:

                              Address for Notices:
                              One Wall Street, 27th Floor
                              New York, New York 10286
                              Attention: Paul Schmalzel, Vice President
                              Telecopy: (212) 896-7298




                                    EXHIBIT A

                       INSTRUCTION FROM PURCHASE CONTRACT
                            AGENT TO COLLATERAL AGENT

THE BANK OF NEW YORK,
as Collateral Agent
One Wall Street, 27th Floor
New York, New York 10286


Re: Equity Security Units of DTE ENERGY COMPANY (the "Company")

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

         We hereby notify you in accordance with Section [4.1] [4.2] of the
Pledge Agreement, dated as of          , 2002 (the "Pledge Agreement") among the
Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary
and us, as Purchase Contract Agent and as attorney-in-fact for the holders of
[Equity Security Units] [Stripped Equity Security Units] from time to time, that
the holder of Equity Security Units or Stripped Equity Security Units listed
below (the "Holder") has elected to substitute [$________ aggregate principal
amount of Treasury Securities (CUSIP No.      )] [$________ aggregate principal
amount of Notes] in exchange for the related [Pledged Notes] [Pledged Treasury
Securities] held by you in accordance with the Pledge Agreement and has
delivered to us a notice stating that the Holder has Transferred [Treasury
Securities] [Notes] to you, as Collateral Agent. We hereby instruct you, upon
receipt of such [Pledged Treasury Securities] [Pledged Notes], and upon the
payment by such Holder of any applicable fees, to release the [Notes] [Treasury
Securities] related to such [Equity Security Units] [Stripped Equity Security
Units] to us in accordance with the Holder's instructions. Capitalized terms
used herein but not defined shall have the meaning set forth in the Pledge
Agreement.

Date:
                              THE BANK OF NEW YORK,
                              as Purchase Contract Agent



                              By:__________________________________________
                                 Name:
                                 Title:

Please print name and address of Registered Holder electing to substitute
[Treasury Securities] [Notes] for the [Pledged Notes] [Pledged Treasury
Securities]:

Name:  ____________________________

Social Security or other Taxpayer Identification
Number, if any:  __________________

Address:  _________________________

___________________________________



                                      A-1


                                    EXHIBIT B

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

THE BANK OF NEW YORK,
as Purchase Contract Agent
One Wall Street, 27th Floor
New York, New York 10286
Attn: Paul Schmalzel, Vice President
Telecopy: (212) 896-7298

Re: Equity Security Units of DTE ENERGY COMPANY (the "Company")

         The undersigned Holder hereby notifies you that it has delivered to The
Bank of New York, as Collateral Agent, Custodial Agent and Securities
Intermediary [$________ aggregate principal amount of Treasury Securities (CUSIP
No.      )] [$_________ aggregate principal amount of Notes] in exchange for the
related [Pledged Notes] [Pledged Treasury Securities] held by the Collateral
Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated
        , 2002 (the "Pledge Agreement"), among you, the Company and the
Collateral Agent. The undersigned Holder has paid the Collateral Agent all
applicable fees relating to such exchange. The undersigned Holder hereby
instructs you to instruct the Collateral Agent to release to you on behalf of
the undersigned Holder the [Pledged Notes] [Pledged Treasury Securities] related
to such [Equity Security Units] [Stripped Equity Security Units]. Capitalized
terms used herein but not defined shall have the meaning set forth in the Pledge
Agreement.

Date:_________________________      Signature:_______________________________
                                    Signature Guarantee:_____________________

Please print name and address of Registered Holder:

Name:  _______________________

Social Security or other Taxpayer Identification Number, if any:

______________________________

Address:  ____________________

______________________________




                                      B-1

                                    EXHIBIT C

              INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING

THE BANK OF NEW YORK,
as Custodial Agent
One Wall Street, 27th Floor
New York, New York 10286

Re:  Notes of DTE ENERGY COMPANY (the "Company")

         The undersigned hereby notifies you in accordance with Section 4.5(d)
of the Pledge Agreement, dated as of        , 2002 (the "Pledge Agreement"),
among the Company, yourselves, as Collateral Agent, Securities Intermediary and
Custodial Agent, and The Bank of New York, as Purchase Contract Agent and as
attorney-in-fact for the Holders of Equity Security Units and Stripped Equity
Security Units from time to time, that the undersigned elects to deliver
$________ aggregate principal amount of Notes for delivery to the Remarketing
Agent on or prior to 11:00 a.m., New York City time, on the fourth Business Day
immediately preceding the first Business Day of any Remarketing Period or any
Subsequent Remarketing Period for remarketing pursuant to Section 4.5(d) of the
Pledge Agreement. The undersigned will, upon request of the Remarketing Agent,
execute and deliver any additional documents deemed by the Remarketing Agent or
by the Company to be necessary or desirable to complete the sale, assignment and
transfer of the Notes tendered hereby.

         The undersigned hereby instructs you, upon receipt of the proceeds of
such remarketing from the Remarketing Agent, net of amounts payable to the
Remarketing Agent in accordance with the Pledge Agreement, to deliver such
proceeds to the undersigned in accordance with the instructions indicated herein
under "A. Payment Instructions." The undersigned hereby instructs you, in the
event of a Last Failed Remarketing in the Remarketing Period to which this
notice relates, upon receipt of the Notes tendered herewith from the Remarketing
Agent, to be delivered to the person(s) and the address(es) indicated herein
under "B. Delivery Instructions."

         With this notice, the undersigned hereby (i) represents and warrants
that the undersigned has full power and authority to tender, sell, assign and
transfer the Notes tendered hereby and that the undersigned is the record owner
of any Notes tendered herewith in physical form or a participant in The
Depository Trust Company ("DTC") and the beneficial owner of any Notes tendered
herewith by book-entry transfer to your account at DTC and (ii) agrees to be
bound by the terms and conditions of Section 4.5(d) of the Pledge Agreement.
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.

Date:_______________________________    Signature:_____________________________

                                        Signature Guarantee:___________________
Name:

Social Security or other Taxpayer Identification Number, if any:





                                      C-1

Address:

A.       PAYMENT INSTRUCTIONS

Proceeds of the remarketing should be paid by check in the name of the person(s)
set forth below and mailed to the address set forth below.


Name(s):
                             _____________________________________
                                        (Please Print)
Address:
                             _____________________________________
                                        (Please Print)
(Zip Code)
(Tax Identification or Social Security Number):

B.       DELIVERY INSTRUCTIONS

In the event of a Last Failed Remarketing in a Remarketing Period to which this
notice relates, Notes which are in physical form should be delivered to the
person(s) set forth below and mailed to the address set forth below.



Name(s):
                             _____________________________________
                                        (Please Print)
Address:
                             _____________________________________
                                        (Please Print)
(Zip Code)
(Tax Identification or Social Security Number):

In the event of a Last Failed Remarketing in a Remarketing Period to which this
notice relates, Notes which are in book-entry form should be credited to the
account at The Depository Trust Company set forth below.

Name of Account Party:                   DTC Account Number:




                                      C-2

                                    EXHIBIT D

                    INSTRUCTION TO CUSTODIAL AGENT REGARDING

                           WITHDRAWAL FROM REMARKETING

THE BANK OF NEW YORK,
as Custodial Agent
One Wall Street, 27th Floor
New York, New York 10286

Re:  Notes of DTE ENERGY COMPANY (the "Company")

         The undersigned hereby notifies you in accordance with Section 4.5(d)
of the Pledge Agreement, dated as of      , 2002 (the "Pledge Agreement"), among
the Company, yourselves, as Collateral Agent, Securities Intermediary and
Custodial Agent and The Bank of New York, as Purchase Contract Agent and as
attorney-in-fact for the Holders of Equity Security Units and Stripped Equity
Security Units from time to time, that the undersigned elects to withdraw the
$_________ aggregate principal amount of Notes delivered to the Custodial Agent
on ________, 2005 for remarketing pursuant to Section 4.5(d) of the Pledge
Agreement. The undersigned hereby instructs you to return such Notes to the
undersigned in accordance with the undersigned's instructions. With this notice,
the Undersigned hereby agrees to be bound by the terms and conditions of Section
4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined
shall have the meaning set forth in the Pledge Agreement.


Date:_______________________________    Signature:_____________________________

                                        Signature Guarantee:___________________

Name:

Social Security or other Taxpayer Identification Number, if any:

Address:

In the event of a Last Failed Remarketing in a Remarketing Period to which this
notice relates, Notes which are in book-entry form should be credited to the
account at The Depository Trust Company set forth below.

Name of Account Party:                  DTC Account Number:








                                      D-1