CMS ENERGY CORP, S-3, 1996-12-05

CMS ENERGY CORP
S-3, 1996-12-05
ELECTRIC & OTHER SERVICES COMBINED

Previous: ADVANTUS BOND FUND INC, N-30D, 1996-12-05

Next: MICHAEL FOODS INC, 8-K, 1996-12-05

<PAGE>

As filed with the Securities and Exchange Commission on December 5, 1996
Registration No. 333-
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________

CMS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

Michigan
(State or other jurisdiction incorporation or organization)

38-2726431
(I.R.S. Employer Identification No.)

Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126
(313) 436-9200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
___________________
Alan M. Wright
Senior Vice President, Chief Financial Officer and Treasurer
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126
313-436-9560
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________

It is respectfully requested that the Commission send copies of all
notices, orders and communications to:

Michael D. VanHemert
CMS Energy Corporation
Fairlane Plaza South
330 Town Center Drive
Suite 1100
Dearborn, Michigan 48126
___________________

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
as determined by market and other conditions.
___________________

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box:
---

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box: X
---

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
---

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
---

If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
---<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
Title of each class Amount Proposed Proposed Amount of
of securities to be to be maximum offering maximum aggregate Registration
registered registered price per security offering price fee
(1)(2) (1)(2) (1)
- -----------------------------------------------------------------------------------------------------------------------
<C> <S> <S> <S> <S>
Senior Debt Securities
Subordinated Debt
Securities CMS
Energy Common Stock,
par value $.01 per
share (3)

Total $500,000,000 100% $500,000,000 $151,515
- -----------------------------------------------------------------------------------------------------------------------
<FN>
(1) There are being registered hereunder such presently indeterminate principal amount or number of Debt Securities
which may be senior or subordinated.

(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(o) under the
Securities Act of 1933 which permits the registration fee to be calculated on the basis of the maximum offering
price of all the securities listed, the table does not specify by each class information as to the amount to be
registered, proposed maximum offering price per unit or proposed maximum aggregate offering price.

(3) CMS Energy Common Stock may be issued upon conversion of Subordinated Debt Securities. Pursuant to Rule 457(i)
under the Securities Act of 1933, no registration fee is required with respect to shares of CMS Energy Common
Stock, as no separate consideration will be received for such CMS Energy Common Stock issuable upon conversion.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may
determine.

</TABLE>
===============================================================================
<PAGE>
<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

Prospectus (Subject to Completion)
Issued
$500,000,000

CMS ENERGY CORPORATION

Senior Debt Securities
Subordinated Debt Securities
_________________

CMS Energy Corporation, a Michigan corporation ("CMS Energy"), may
offer, from time to time, up to $500,000,000 aggregate principal amount of
its (i) unsecured senior debt securities (the "Senior Debt Securities")
consisting of debentures, notes or other unsecured evidence of
indebtedness, (ii) unsecured subordinated debt securities (the
"Subordinated Debt Securities," and together with Senior Debt Securities,
the "Debt Securities") consisting of debentures, notes and other unsecured
evidence of indebtedness, or any combination of the foregoing, in each
case in amounts, at prices and on terms to be determined at or prior to
the time of sale. See "Description of Securities."

As of September 30, 1996, CMS Energy had outstanding approximately
$1,720,382,319 aggregate principal amount of indebtedness, none of which
was secured. None of such indebtedness would be senior to any Senior Debt
Securities which may be issued. All of such indebtedness would be senior
to any Subordinated Debt Securities which may be issued. The indenture, as
supplemented, pursuant to which the Senior Debt Securities will be issued,
contains certain limitations on the issuance of additional debt by
CMS Energy, but indebtedness issued within such limitations could be
secured and therefore senior to unsecured Senior Debt Securities. The
indenture pursuant to which the Subordinated Debt Securities will be
issued contains no limitation on the issuance of indebtedness ranking
senior to the Subordinated Debt Securities.

Specific terms of the particular Debt Securities in respect of
which this Prospectus is being delivered (the "Offered Securities") will
be set forth in an accompanying Prospectus Supplement or Supplements,
together with the terms of the offering of the Offered Securities, the
initial price thereof and the net proceeds from the sale thereof. Each
Prospectus Supplement will set forth with regard to the particular Offered
Securities, without limitation, the designation, aggregate principal
amount, denomination, maturity, any exchange, conversion, redemption or
sinking fund provisions, provisions for redemption at the option of the
holder, interest rate (which may be fixed or variable), the time and
method of calculating interest payments, the right of CMS Energy, if any,
to defer payment of interest on the Offered Securities and the maximum
length of such deferral period, any listing on a securities exchange and
other specific terms of the offering.

_______________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________

CMS Energy intends to sell the Offered Securities through
underwriters, dealers, agents or directly to a limited number of
purchasers. The names of, and the Offered Securities to be purchased by,
or through, underwriters, dealers or agents, if any, the compensation of
such persons and other special terms in connection with the offering and
sale of such Offered Securities will be set forth in the related
Prospectus Supplement. See "Plan of Distribution" herein.

This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement.
_______________

The date of this Prospectus is _____________.<PAGE>
<PAGE> 2

NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT,
AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED HEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CMS ENERGY OR ANY
UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH THEY RELATE
OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES
IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR
ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED OR INCORPORATED
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH
INFORMATION.

AVAILABLE INFORMATION

CMS Energy is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Information, as of
particular dates, concerning CMS Energy's directors and officers, their
remuneration, the principal holders of CMS Energy's securities and any
material interest of such persons in transactions with CMS Energy is
disclosed in proxy statements distributed to shareholders of CMS Energy
and filed with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices located
at 500 West Madison Street, 14th Floor, Chicago, Illinois 60661 and at
Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of
such materials can be obtained by mail from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission also maintains a web site
(http://www.sec.gov) that contains reports, proxy statements and other
information regarding CMS Energy. The outstanding shares of CMS Energy
Common Stock (as defined herein) are listed on the New York Stock Exchange
(the "NYSE") and reports, proxy statements and other information
concerning CMS Energy may also be inspected and copied at the offices of
such exchange at 20 Broad Street, New York, New York 10005.

_______________

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by CMS Energy with the Commission (File
No. 1-9513) pursuant to the Exchange Act are hereby incorporated by
reference in this Prospectus and shall be deemed to be a part hereof:
(i) CMS Energy's Annual Report on Form 10-K for the year ended
December 31, 1995; (ii) CMS Energy's Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, June 30, and September 30, 1996; and
(iii) CMS Energy's Current Reports on Form 8-K dated February 23,
April 23, 1996 and November 15, 1996; and (iv) the description of the CMS
Energy Common Stock contained in CMS Energy's Amendment No. 1 to
Registration Statement on Form 8-B dated May 6, 1987, as amended by
Amendment No. 1 thereto filed November 22, 1996 ("8-B Registration
Statement").

All documents subsequently filed by CMS Energy pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of
the offering made by this Prospectus (the "Offering") shall be deemed to
be incorporated by reference herein and shall be deemed to be a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"). Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

CMS Energy undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of any such person, a copy of
any and all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copies should be directed to
CMS Energy at its principal executive offices located at Fairlane Plaza
South, Suite 1100, 330 Town Center Drive, Dearborn, Michigan 48126,
Attention: Office of the Secretary, telephone: (313) 436-9200.

Certain information contained in this Prospectus summarizes, is based
upon, or refers to information and financial statements contained in one
or more Incorporated Documents; accordingly, such information contained
herein is qualified in its entirety by reference to such documents and
should be read in conjunction therewith.
_______________

CMS ENERGY
CMS Energy, incorporated in 1987, is the parent holding company of
Consumers Power Company ("Consumers") and CMS Enterprises Company
("Enterprises"). Consumers, a combination electric and gas utility
company serving all of Michigan's Lower Peninsula, is the largest
subsidiary of CMS Energy. Consumers' customer base includes a mix of
residential, commercial and diversified industrial customers, the largest
of which is the automotive industry. Enterprises is engaged in several
energy-related businesses including: (i) oil and gas exploration and
production, (ii) development and operation of independent power production
facilities, (iii) marketing gas to utility, commercial and industrial
customers and (iv) transmission, storage and processing of natural gas.

CMS Energy conducts its principal operations through the following
five business segments: (i) electric utility operations; (ii) gas utility
operations; (iii) oil and gas exploration and production operations; (iv)
independent power production; and (v) gas marketing, transmission, storage
and processing. Consumers or Consumers' subsidiaries are engaged in two
segments: electric operations and gas operations. Consumers' electric
and gas businesses are principally regulated utility operations.
CMS Energy and its subsidiaries routinely evaluate, invest in and acquire
energy-related assets and/or companies both domestically and
internationally. Consideration for such transactions may involve the
delivery of cash or securities.

CMS Energy's 1995 consolidated operating revenue was $3,890 million.
This consolidated operating revenue was derived from its electric utility
operations (approximately 59% or $2,277 million), its gas utility
operations (approximately 31% or $1,195 million), gas transmission,
storage and marketing (approximately 5% or $196 million), oil and gas
exploration and production activities (approximately 3% or $108 million)
and independent power production and other non-utility activities
(approximately 2% or $96 million). Consumers' consolidated operations in
the electric and gas utility businesses account for the major share of
CMS Energy's total assets, revenue and income. The unconsolidated share
of non-utility electric generation and gas transmission and storage
revenue for 1995 was $523 million.

Consumers is a public utility serving gas or electricity to almost
six million of Michigan's nine million residents in all of the 68 counties
in Michigan's Lower Peninsula. Industries in Consumers' service area
include automotive, metal, chemical, food and wood products and a
diversified group of other industries. Consumers' 1995 consolidated
operating revenue of $3,511 million was derived approximately 65% ($2,277
million) from its electric utility business and approximately 34% ($1,195
million) from its gas utility business. Consumers' rates and certain other
aspects of its business are subject to the jurisdiction of the Michigan
Public Service Commission and the Federal Energy Regulatory Commission.

USE OF PROCEEDS

As will be more specifically set forth in the applicable Prospectus
Supplement, CMS Energy will use the net proceeds from the sale of the Debt
Securities offered hereby to invest in the businesses of CMS Energy and
for its general corporate purposes. Initially, the net proceeds may be
used to refund or refinance a portion of CMS Energy's Series A General
Term Notes maturing from April through December 1997 at interest rates
ranging from 6.75% to 8.5%; Series A Senior Deferred Coupon Notes maturing
October 1, 1997 at an interest rate of 9.5%; and Series B Senior Deferred
Coupon Notes callable on October 1, 1997 at a premium to the principal
amount and at an interest rate of 9.875%.

RATIO OF EARNINGS TO FIXED CHARGES

The ratios of earnings to fixed charges for the nine months ended
September 30, 1996 and for each of the years ended December 31, 1991
through 1995 are as follows:

Nine Months
Ended Year Ended December 31,
September 30, 1996 1995 1994 1993 1992 1991
------------------ ---- ---- ---- ---- ----
(1) (2)(3)
Ratio of earnings to
fixed charges . . . 2.23 2.00 2.12 1.92 - -

(1) For the year ended December 31, 1992, fixed charges exceeded
earnings by $441 million. Earnings as defined include a $520
million pretax loss on the settlement of MCV power purchases, $(15)
million for potential customer refunds and other reserves related
to 1992 but recorded in 1991, and $6 million relating to
CMS Generation Company's reduction in its investment in The Oxford
Energy Company. The ratio of earnings to fixed charges would have
been 1.34, excluding these amounts.

(2) Excludes an extraordinary after-tax loss of $14 million.

(3) For the year ended December 31, 1991, fixed charges exceeded
earnings by $356 million. Earnings as defined include pretax losses
of $398 million for write-downs and reserve amounts related to
Consumers' abandonment of the construction of a nuclear generating
station in Midland, Michigan, $76 million for potential customer
refunds and other reserves, and $51 million relating to
CMS Generation Company's reduction in its investment in The Oxford
Energy Company. The ratio of earnings to fixed charges would have
been 1.48, excluding these amounts.

For the purpose of computing such ratios, earnings represent net
income before income taxes, net interest charges and the estimated
interest portion of lease rentals.
<PAGE>
<PAGE> 5

DESCRIPTION OF DEBT SECURITIES

The Senior Debt Securities will be issued under an Indenture dated
as of September 15, 1992, as amended and supplemented (the "Senior Debt
Indenture"), between CMS Energy and NBD Bank, as Trustee (the "Senior Debt
Trustee"), and the Subordinated Debt Securities will be issued under an
Indenture (the "Subordinated Debt Indenture"), between CMS Energy and The
Bank of New York, as Trustee (the "Subordinated Debt Trustee"). The
descriptions of the provisions of the Debt Securities, the Senior Debt
Indenture and the Subordinated Debt Indenture contained herein are brief
summaries of such provisions and do not purport to be complete. The forms
of the Senior Debt Indenture and the Subordinated Debt Indenture are filed
as exhibits to the Registration Statement of which this Prospectus is a
part, and reference is made thereto for the respective definitive
provisions of such Indentures. The descriptions herein are qualified in
their entirety by such reference. Certain capitalized terms used herein
shall have the meanings respectively set forth in the respective
Indentures. Section references below are references to sections of the
respective Senior Debt Indenture and Subordinated Debt Indenture.

General

CMS Energy will offer under this Prospectus unsecured Debt
Securities, any of which may be issued as: (a) Senior Debt Securities or
(b) Subordinated Debt Securities. The terms of any Debt Securities may or
may not restrict the issuance by CMS Energy or its subsidiaries of
additional indebtedness which is secured, unsecured, senior, pari passu or
subordinated to such Debt Securities.

CMS Energy is a holding company and its assets consist primarily of
investments in its subsidiaries. The Debt Securities will be obligations
exclusively of CMS Energy. CMS Energy's ability to service its
indebtedness, including the Debt Securities, is dependent primarily upon
the earnings of its subsidiaries and the distribution or other payment of
such earnings to CMS Energy in the form of dividends, loans or advances,
and repayment of loans and advances from CMS Energy. The subsidiaries are
separate and distinct legal entities and have no obligation, contingent or
otherwise, to pay any amounts due pursuant to the Debt Securities or to
make any funds available therefor, whether by dividends, loans or other
payments.

A substantial portion of the consolidated liabilities of CMS Energy
have been incurred by its subsidiaries. Therefore, CMS Energy's rights and
the rights of its creditors, including holders of Debt Securities, to
participate in the distribution of assets of any subsidiary upon the
latter's liquidation or reorganization will be subject to prior claims of
the subsidiary's creditors, including trade creditors, except to the
extent that CMS Energy may itself be a creditor with recognized claims
against the subsidiary (in which case the claims of CMS Energy would still
be subject to the prior claims of any secured creditor of such subsidiary
and of any holder of indebtedness of such subsidiary that is senior to
that held by CMS Energy). As of September 30, 1996, CMS Energy's
subsidiaries had total indebtedness for borrowed money (excluding
intercompany indebtedness) of approximately $2,210 million.

The applicable Prospectus Supplement will set forth the following
terms relating to the Offered Securities: (1) the specific designation of
the Offered Securities and whether such Offered Securities are Senior Debt
Securities or Subordinated Debt Securities; (2) any limit on the aggregate
principal amount of the Offered Securities; (3) the date or dates, if any
(and whether fixed or extendible), on which the Offered Securities will
mature; (4) the rate or rates per annum (which may be fixed or variable)
at which the Offered Securities will bear interest, if any, the date or
dates on which any such interest will be payable and the regular record
dates for any interest payable on the Offered Securities; (5) the place or
places where the principal of and any interest on the Offered Securities
shall be payable and where such Offered Securities may be surrendered for
registration of transfer or exchange; (6) any provisions relating to the
issuance of the Offered Securities at an original issue discount; (7) the
option, if any, of CMS Energy to redeem the Offered Securities and the
periods within which or the dates on which, the prices at which and the
terms and conditions upon which, such Offered Securities may be redeemed,
in whole or in part, upon the exercise of such option; (8) the obligation,
if any, of CMS Energy to redeem such Offered Securities pursuant to any
sinking fund or other mandatory redemption provisions or at the option of
the holder and the periods within which or the dates on which, the prices
at which and the terms and conditions upon which such Offered Securities
will be redeemed, in whole or in part, pursuant to such obligation;
(9) the obligation, if any, of CMS Energy to permit the conversion of the
Offered Securities into CMS Energy Common Stock, and the terms and
conditions upon which such conversion shall be effected; (10) the
denominations in which such Offered Securities will be issued and whether
the Offered Securities will be issuable in registered form or bearer form
or both, and, if issuable in bearer form, the restrictions as to the
offer, sale and delivery of the Offered Securities in bearer form and as
to exchanges between registered and bearer form; (11) whether the Offered
Securities will be issuable in the form of one or more temporary or
permanent global securities and, if so, the identity of the depository for
such global securities; (12) whether and under what circumstances
CMS Energy will pay additional amounts with respect to the Offered
Securities to a non-United States Person (as defined in such Prospectus
Supplement) on account of any tax, assessment or governmental charge
withheld or deducted and, if so, whether CMS Energy will have the option
to redeem such Offered Securities rather than pay such additional amounts;
and (13) any other terms of the Offered Securities not inconsistent with
the related Indenture, including covenants and events of default relating
solely to the Offered Securities. Debt Securities may be issued at a
substantial discount from the stated principal amount thereof ("Original
Issue Discount Securities"). United States federal income tax
consequences and other special considerations applicable thereto or to
other Offered Securities offered and sold at par which are treated as
having been issued at a discount for United States federal income tax
purposes will be described in the Prospectus Supplement relating thereto.

Concerning the Trustees

Each of NBD Bank, the Trustee under the Senior Debt Indenture, and
The Bank of New York, the Trustee under the Subordinated Debt Indenture,
is one of a number of banks with which CMS Energy and its subsidiaries
maintain ordinary banking relationships, including credit facilities.

Senior Debt Securities

General. The Senior Debt Securities will be issuable under the
Senior Debt Indenture. The Senior Debt Indenture does not limit the
aggregate principal amount of Senior Debt Securities which may be issued
thereunder. Senior Debt Securities may be issued under the Senior Debt
Indenture from time to time in one or more series. The Senior Debt
Securities shall mature on a date not less than nine months nor more than
40 years after the date of issuance. (Section 2.3) Capitalized terms used
in this section "Senior Debt Securities" and not otherwise specifically
defined in this Prospectus shall have the meanings respectively set forth
in the Senior Debt Indenture.

Exchange and Transfer. Senior Debt Securities may be presented for
exchange and registered Senior Debt Securities may be presented for
registration of transfer at the offices and subject to the restrictions
set forth therein and in the applicable Prospectus Supplement without
service charge, but upon payment of any taxes or other governmental
charges due in connection therewith, subject to any applicable limitations
contained in the Senior Debt Indenture. Senior Debt Securities in bearer
form and the coupons appertaining thereto, if any, will be transferable by
delivery. (Section 2.8)

Payment. Unless otherwise indicated in the applicable Prospectus
Supplement, payment of the principal of and the premium and interest, if
any, on all Senior Debt Securities in registered form will be made at the
office or agency of the Senior Debt Trustee in the Borough of Manhattan,
the City of New York, except that, at the option of CMS Energy, payment of
any interest may be made (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or
(ii) by wire transfer to an account maintained by the Person entitled
thereto as specified in the Security Register. (Sections 3.1 and 3.2)
Unless otherwise indicated in the applicable Prospectus Supplement,
payment of any interest due on Senior Debt Securities in registered form
will be made to the Persons in whose name such Senior Debt Securities are
registered at the close of business on the Record Date for such interest
payments. (Section 2.3(f))

Events of Default. The occurrence of any of the following events
with respect to the Senior Debt Securities of any series will constitute
an "Event of Default" with respect to the Senior Debt Securities of such
series: (a) default for 30 days in the payment of any interest on any of
the Senior Debt Securities of such series; (b) default in the payment when
due of any of the principal of or the premium, if any, on any of the
Senior Debt Securities of such series, whether at maturity, upon
redemption, acceleration or otherwise; (c) default in the deposit or
payment of any sinking fund or analogous payment in respect of any Senior
Debt Securities of such series; (d) default for 60 days by CMS Energy in
the observance or performance of any other covenant or agreement contained
in the Senior Debt Indenture relating to the Senior Debt Securities of
such series after written notice thereof as provided in the Senior Debt
Indenture; (e) certain events of bankruptcy, insolvency or reorganization
relating to CMS Energy or Consumers; (f) entry of final judgments against
CMS Energy or Consumers aggregating in excess of $25,000,000 which remain
undischarged or unbonded for 60 days; or (g) a default resulting in the
acceleration of indebtedness of CMS Energy or Consumers in excess of
$25,000,000, which acceleration has not been rescinded or annulled within
10 days after written notice of such default as provided in the Senior
Debt Indenture. Additional Events of Default may be prescribed for the
benefit of the Holders of a particular series of Senior Debt Securities
and will be described in the Prospectus Supplement relating to such Senior
Debt Securities. (Section 5.1)

If an Event of Default on any series of Senior Debt Securities
shall have occurred and be continuing, either the Senior Debt Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Senior Debt Securities of such series then Outstanding may declare the
principal of all Senior Debt Securities of such series and the premium
thereon and the interest, if any, accrued thereon to be due and payable
immediately. (Section 5.1)

Upon certain conditions, any such declarations may be rescinded and
annulled if all Events of Default, other than the nonpayment of
accelerated principal, with respect to the Senior Debt Securities of all
such affected series then Outstanding shall have been cured or waived as
provided in the Senior Debt Indenture by the Holders of a majority in
aggregate principal amount of the Senior Debt Securities of the affected
series then Outstanding. (Section 5.1)

Reference is made to the Prospectus Supplement relating to any
series of Original Issue Discount Securities for the particular provisions
relating to the acceleration of a portion of the principal amount thereof
upon the occurrence and continuance of an Event of Default with respect
thereto.

The Senior Debt Indenture provides that the Senior Debt Trustee
will be under no obligation to exercise any of its rights or powers under
the Senior Debt Indenture at the request, order or direction of the
Holders of the Senior Debt Securities, unless such Holders shall have
offered to the Senior Debt Trustee reasonable indemnity. (Sections 6.1
and 6.2(d)) Subject to such provisions for indemnity and certain other
limitations contained in the Senior Debt Indenture, the Holders of a
majority in aggregate principal amount of the Senior Debt Securities of
each affected series then Outstanding (voting as one class) will have the
right to direct the time, method and place of conducting any proceeding
for any remedy available to the Senior Debt Trustee, or exercising any
trust or power conferred on the Senior Debt Trustee, with respect to the
Senior Debt Securities of such affected series. (Sections 5.9 and 6.2)

The Senior Debt Indenture provides that no Holder of Senior Debt
Securities may institute any action against CMS Energy under the Senior
Debt Indenture (except actions for payment of overdue principal, premium
or interest) unless such Holder previously shall have given to the Senior
Debt Trustee written notice of default and continuance thereof and unless
the Holders of not less than 25% in aggregate principal amount of Senior
Debt Securities of the affected series then Outstanding (voting as one
class) shall have requested the Senior Debt Trustee to institute such
action and shall have offered the Senior Debt Trustee reasonable
indemnity, the Senior Debt Trustee shall not have instituted such action
within 60 days of such request and the Senior Debt Trustee shall not have
received direction inconsistent with such request by the Holders of a
majority in aggregate principal amount of the Senior Debt Securities of
the affected series then Outstanding (voting as one class). (Sections
5.6, 5.7 and 5.9)

The Senior Debt Indenture requires CMS Energy to furnish to the
Senior Debt Trustee annually a statement as to CMS Energy's compliance
with all conditions and covenants under the Senior Debt Indenture.
(Section 4.3(d)) The Senior Debt Indenture provides that the Senior Debt
Trustee may withhold notice to the Holders of the Senior Debt Securities
of any series of any default affecting such series (except defaults as to
payment of principal, premium or interest on the Senior Debt Securities of
such series) if it considers such withholding to be in the interests of
the Holders of the Senior Debt Securities of such series. (Section 5.11)

Consolidation, Merger or Sale of Assets. The Senior Debt Indenture
provides that CMS Energy may consolidate with or merge into, or sell,
lease or convey its property as an entirety or substantially as an
entirety to, any other corporation if such corporation assumes the
obligations of CMS Energy under the Senior Debt Securities and the Senior
Debt Indenture and is organized and existing under the laws of the United
States of America, any state thereof or the District of Columbia. (Section
9.1)

Modification of the Senior Debt Indenture. The Senior Debt
Indenture permits CMS Energy and the Senior Debt Trustee to enter into
supplemental indentures thereto without the consent of the Holders of the
Senior Debt Securities to: (a) secure the Senior Debt Securities of one or
more series, (b) evidence the assumption by a successor corporation of the
obligations of CMS Energy under the Senior Debt Indenture and the Senior
Debt Securities then Outstanding, (c) add covenants for the protection of
the Holders of the Senior Debt Securities, (d) cure any ambiguity or
correct any defect or inconsistency in the Senior Debt Indenture or to
make such other provisions as CMS Energy deems necessary or desirable with
respect to matters or questions arising under the Senior Debt Indenture,
provided that no such action adversely affects the interests of any
Holders of Senior Debt Securities, (e) establish the form and terms of any
series of securities under the Senior Debt Indenture and (f) evidence the
acceptance of appointment by a successor Senior Debt Trustee. (Section
8.1)

The Senior Debt Indenture also permits CMS Energy and the Senior
Debt Trustee, with the consent of the Holders of not less than a majority
in aggregate principal amount of the Senior Debt Securities of all series
then Outstanding and affected (voting as one class), to enter into
supplemental indentures, to add any provisions to, or change in any manner
or eliminate any of the provisions of, the Senior Debt Indenture or modify
in any manner the rights of the Holders of the Senior Debt Securities of
each such affected series; provided, however, that CMS Energy and the
Senior Debt Trustee may not, without the consent of the Holder of each
Senior Debt Security then outstanding and affected thereby, enter into any
supplemental indenture to: (a) change the time of payment of the principal
(or any installment of principal) of any Senior Debt Security, or reduce
the principal amount thereof, or reduce the rate or change the time of
payment of interest thereon, or reduce the amount payable on any Original
Issue Discount Securities upon acceleration or provable in bankruptcy, or
impair the right to institute suit for the enforcement of any payment on
any Senior Debt Security when due; or (b) reduce the percentage in
principal amount of the Senior Debt Securities of the affected series, the
consent of whose Holders is required for any such modification or for any
waiver provided for in the Senior Debt Indenture. (Section 8.2)

Prior to the acceleration of the maturity of any Senior Debt
Security, the Holders of a majority in aggregate principal amount of the
Senior Debt Securities of all series at the time Outstanding with respect
to which a default or an Event of Default shall have occurred and be
continuing (voting as one class) may on behalf of the Holders of all such
affected Senior Debt Securities waive any past default or Event of Default
and its consequences, except a default or an Event of Default in respect
of a covenant or provision of the Senior Debt Indenture or of any Senior
Debt Security which cannot be modified or amended without the consent of
the Holder of each Senior Debt Security affected. (Section 5.10)

Defeasance, Covenant Defeasance and Discharge. The Senior Debt
Indenture provides that, at the option of CMS Energy: (a) CMS Energy will
be discharged from any and all obligations in respect of the Senior Debt
Securities of a particular series then Outstanding (except for certain
obligations to register the transfer of or exchange the Senior Debt
Securities of such series, to replace stolen, lost or mutilated Senior
Debt Securities of such series, to maintain paying agencies and to
maintain the trust described below), or (b) CMS Energy need not comply
with certain restrictive covenants of the Senior Debt Indenture (including
those described under "Consolidation, Merger or Sale of Assets"), in each
case if CMS Energy irrevocably deposits in trust with the Senior Debt
Trustee money, and/or securities backed by the full faith and credit of
the United States which, through the payment of the principal thereof and
the interest thereon in accordance with their terms, will provide money in
an amount sufficient to pay all the principal of and premium, if any, and
interest on the Senior Debt Securities of such series on the stated
maturity of such Senior Debt Securities (which may include one or more
redemption dates designated by CMS Energy) in accordance with the terms
thereof. To exercise such option, CMS Energy is required, among other
things, to deliver to the Senior Debt Trustee an opinion of independent
counsel to the effect that the exercise of such option would not cause the
Holders of the Senior Debt Securities of such series to recognize income,
gain or loss for United States Federal income tax purposes as a result of
such defeasance, and such Holders will be subject to United States Federal
income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred, and, in
the case of a discharge as described in clause (a) of the preceding
sentence, such opinion is to be accompanied by a private letter ruling to
the same effect received from the Internal Revenue Service, a revenue
ruling to such effect pertaining to a comparable form of transaction
published by the Internal Revenue Service or appropriate evidence that
since the date of the Senior Debt Indenture there has been a change in the
applicable Federal income tax law. (Section 10.1)

In the event CMS Energy exercises its option to effect a covenant
defeasance with respect to the Senior Debt Securities of any series as
described in the preceding paragraph and the Senior Debt Securities of
such series are thereafter declared due and payable because of the
occurrence of any Event of Default other than an Event of Default caused
by failing to comply with the covenants which are defeased, and the amount
of money and securities on deposit with the Senior Debt Trustee would be
insufficient to pay amounts due on the Senior Debt Securities of such
series at the time of the acceleration resulting from such Event of
Default, CMS Energy would remain liable for such amounts.

CMS Energy may also obtain a discharge of the Senior Debt Indenture
with respect to all Senior Debt Securities then Outstanding (except for
certain obligations to register the transfer of or exchange such Senior
Debt Securities, to replace stolen, lost or mutilated Senior Debt
Securities, to maintain paying agencies and to maintain the trust
described below) by irrevocably depositing in trust with the Senior Debt
Trustee money, and/or securities backed by the full faith and credit of
the United States which, through the payment of the principal thereof and
the interest thereon in accordance with their terms, will provide money in
an amount sufficient to pay all the principal of and premium, if any, and
interest on the Senior Debt Securities on the stated maturities thereof
(including one or more redemption dates), provided that such Senior Debt
Securities are by their terms due and payable, or are to be called for
redemption, within one year. (Section 10.1)

For United States Federal income tax purposes any deposit
contemplated in the preceding paragraph would be treated as an exchange of
the Senior Debt Securities outstanding for other property. Accordingly,
Holders of Senior Debt Securities outstanding may be required to recognize
a gain or loss for United States Federal income tax purposes upon such
exchange. In addition, such Holders thereafter may be required to
recognize income from such property which could be different from the
amount that would be includable in the absence of such deposit.
Prospective investors are urged to consult their own tax advisors as to
the specific consequences to them of such deposit.

Governing Law. The Senior Debt Indenture and Senior Debt
Securities will be governed by, and construed in accordance with, the laws
of the State of Michigan unless the laws of another jurisdiction shall
mandatorily apply.

Subordinated Debt Securities

General. The Subordinated Debt Securities will be issuable under
the Subordinated Debt Indenture. The Subordinated Debt Indenture does not
limit the aggregate principal amount of Subordinated Debt Securities which
may be issued thereunder. Subordinated Debt Securities may be issued
under the Subordinated Debt Indenture from time to time in one or more
series. The Subordinated Debt Securities shall mature on a date not less
than nine months nor more than 40 years after the date of issuance.
(Section 2.3) Capitalized terms used in this section "Subordinated Debt
Securities" and not otherwise specifically defined in this Prospectus
shall have the meanings respectively set forth in the Subordinated Debt
Indenture.

Exchange and Transfer. Subordinated Debt Securities may be
presented for exchange and registered Subordinated Debt Securities may be
presented for registration of transfer at the offices and subject to the
restrictions set forth therein and in the applicable Prospectus Supplement
without service charge, but upon payment of any taxes or other
governmental charges due in connection therewith, subject to any
applicable limitations contained in the Subordinated Debt Indenture.
Subordinated Debt Securities in bearer form and the coupons appertaining
thereto, if any, will be transferable by delivery. (Section 2.8)

Payment. Unless otherwise indicated in the applicable Prospectus
Supplement, payment of the principal of and the premium and interest, if
any, on all Subordinated Debt Securities in registered form will be made
at the office or agency of the Subordinated Debt Trustee in the City of
New York, except that, at the option of CMS Energy, payment of any
interest may be made (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or
(ii) by wire transfer to an account maintained by the Person entitled
thereto as specified in the Security Register. (Sections 3.1 and 3.2)
Unless otherwise indicated in the applicable Prospectus Supplement,
payment of any interest due on Subordinated Debt Securities in registered
form will be made to the Persons in whose name such Subordinated Debt
Securities are registered at the close of business on the Record Date for
such interest payments. (Section 2.3(f))

Events of Default. The occurrence of any of the following events
with respect to the Subordinated Debt Securities of any series will
constitute an "Event of Default" with respect to the Subordinated Debt
Securities of such series: (a) default for 30 days in the payment of any
interest on any of the Subordinated Debt Securities of such series
(whether or not payment is prohibited by the subordination provisions of
the Subordinated Debt Indenture); provided, however, that if CMS Energy is
permitted by the terms of the Subordinated Debt Securities of the
applicable series to defer the payment in question, the date on which such
payment is due and payable shall be the date on which CMS Energy is
required to make payment following such deferral, if such deferral has
been elected pursuant to the terms of the Subordinated Debt Securities;
(b) default in the payment when due of any of the principal of or the
premium, if any, on any of the Subordinated Debt Securities of such
series, whether at maturity, upon redemption, acceleration or otherwise
(whether or not payment is prohibited by the subordination provisions of
the Subordinated Debt Indenture); provided, however that, if CMS Energy is
permitted by the terms of the Subordinated Debt Securities of the
applicable series to defer the payment in question, the date on which such
payment is due and payable shall be the date on which CMS Energy is
required to make payment following such deferral, if such deferral has
been elected pursuant to the terms of the Subordinated Debt Securities;
(c) default in the deposit or payment of any sinking fund or analogous
payment in respect of any Subordinated Debt Securities of such series
(whether or not payment is prohibited by the subordination provisions of
the Subordinated Debt Indenture); (d) default for 60 days by CMS Energy in
the observance or performance of any other covenant or agreement contained
in the Subordinated Debt Indenture relating to the Subordinated Debt
Securities of such series after written notice thereof as provided in the
Subordinated Debt Indenture; (e) certain events of bankruptcy, insolvency
or reorganization relating to CMS Energy; (f) entry of final judgments
against CMS Energy or Consumers aggregating in excess of $25,000,000 which
remain undischarged or unbonded for 60 days; or (g) a default resulting in
the acceleration of indebtedness of CMS Energy in excess of $25,000,000,
which acceleration has not been rescinded or annulled within 10 days after
written notice of such default as provided in the Subordinated Debt
Indenture. Additional Events of Default may be prescribed for the benefit
of the Holders of a particular series of Subordinated Debt Securities and
will be described in the Prospectus Supplement relating to such
Subordinated Debt Securities. (Section 5.1)

If an Event of Default on any series of Subordinated Debt
Securities shall have occurred and be continuing, either the Subordinated
Debt Trustee or the Holders of not less than 25% in aggregate principal
amount of the Subordinated Debt Securities of such series then Outstanding
may declare the principal of all Subordinated Debt Securities of such
series and the interest, if any, accrued thereon to be due and payable
immediately. (Section 5.1)

Upon certain conditions, any such declarations may be rescinded and
annulled if all Events of Default, other than the nonpayment of
accelerated principal, with respect to the Subordinated Debt Securities of
all such affected series then Outstanding shall have been cured or waived
as provided in the Subordinated Debt Indenture by the Holders of a
majority in aggregate principal amount of the Subordinated Debt Securities
of the affected series then Outstanding. (Section 5.1)

The Subordinated Debt Indenture provides that the Subordinated Debt
Trustee will be under no obligation to exercise any of its rights or
powers under the Subordinated Debt Indenture at the request, order or
direction of the Holders of the Subordinated Debt Securities, unless such
Holders shall have offered to the Subordinated Debt Trustee reasonable
indemnity. (Sections 6.1 and 6.2(d)) Subject to such provisions for
indemnity and certain other limitations contained in the Subordinated Debt
Indenture, the Holders of a majority in aggregate principal amount of the
Subordinated Debt Securities of each affected series then Outstanding
(voting as one class) will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the
Subordinated Debt Trustee, or exercising any trust or power conferred on
the Subordinated Debt Trustee, with respect to the Subordinated Debt
Securities of such affected series. (Sections 5.9 and 6.2)

The Subordinated Debt Indenture provides that no Holder of
Subordinated Debt Securities may institute any action against CMS Energy
under the Subordinated Debt Indenture (except actions for payment of
overdue principal, premium or interest) unless such Holder previously
shall have given to the Subordinated Debt Trustee written notice of
default and continuance thereof and unless the Holders of not less than
25% in aggregate principal amount of the Subordinated Debt Securities of
the affected series then Outstanding (voting as one class) shall have
requested the Subordinated Debt Trustee to institute such action and shall
have offered the Subordinated Debt Trustee reasonable indemnity, the
Subordinated Debt Trustee shall not have instituted such action within 60
days of such request and the Subordinated Debt Trustee shall not have
received direction inconsistent with such request by the Holders of a
majority in aggregate principal amount of the Subordinated Debt Securities
of the affected series then Outstanding (voting as one class). (Sections
5.6, 5.7 and 5.9)

The Subordinated Debt Indenture requires CMS Energy to furnish to
the Subordinated Debt Trustee annually a statement as to CMS Energy's
compliance with all conditions and covenants under the Subordinated Debt
Indenture. (Section 4.3(d)) The Subordinated Debt Indenture provides that
the Subordinated Debt Trustee may withhold notice to the Holders of the
Subordinated Debt Securities of any series of any default affecting such
series (except defaults as to payment of principal, premium or interest on
the Subordinated Debt Securities of such series) if it considers such
withholding to be in the interests of the Holders of the Subordinated Debt
Securities of such series. (Section 5.11)

Subordination. The Subordinated Debt Indenture provides (and each
Holder of Subordinated Debt Securities by acceptance thereof agrees) that
the Subordinated Debt Securities will be subordinated in right of payment
to the prior payment in full of all Senior Indebtedness (as defined
herein) of CMS Energy. (Section 12.1) No payment on account of principal
of, premium, if any, or interest on the Subordinated Debt Securities and
no acquisition of, or payment on account of any sinking fund for, the
Subordinated Debt Securities may be made unless full payment of amounts
then due for principal, premium, if any, and interest then due on all
Senior Indebtedness by reason of the maturity thereof (by lapse of time,
acceleration or otherwise) has been made or duly provided for in cash or
in a manner satisfactory to the Holders of such Senior Indebtedness. In
addition, the Subordinated Debt Indenture provides that upon the happening
and during the continuation of any default in payment of the principal of,
premium, if any, or interest on any Senior Indebtedness when the same
becomes due and payable or in the event any judicial proceeding shall be
pending with respect to any such default, then, unless and until such
default shall have been cured or waived or shall have ceased to exist, no
payment shall be made by CMS Energy with respect to the principal of,
premium, if any, or interest on Subordinated Debt Securities or to acquire
any Subordinated Debt Securities or on account of any sinking fund
provisions applicable to Subordinated Debt Securities. CMS Energy shall
give prompt written notice to the Subordinated Debt Trustee of any default
in payment of principal of or interest on any Senior Indebtedness.
(Section 12.2) The Subordinated Debt Indenture provisions described in
this paragraph, however, do not prevent CMS Energy from making sinking
fund payments in Subordinated Debt Securities acquired prior to the
maturity of Senior Indebtedness or, in the case of default, prior to such
default and notice thereof. Upon any distribution of its assets in
connection with any dissolution, winding up, liquidation or reorganization
of CMS Energy, whether voluntary or involuntary, in bankruptcy, insolvency
or receivership proceedings or upon an assignment for the benefit of
creditors or otherwise: (i) all Senior Indebtedness must be paid in full
before the Holders of the Subordinated Debt Securities are entitled to any
payments whatsoever; and (ii) any payment or distribution of CMS Energy's
assets of any kind or character, whether in cash, securities or other
property, which would otherwise (but for the subordination provisions) be
payable or deliverable in respect of the Subordinated Debt Securities
shall be paid or delivered directly to the Holders of such Senior
Indebtedness (or their representative or trustee) in accordance with the
priorities then existing among such Holders until all Senior Indebtedness
shall have been paid in full before any payment or distribution is made to
the Holders of Subordinated Debt Securities. (Section 12.3) In the event
that notwithstanding such subordination provisions, any payment or
distribution of assets of any kind or character is made on the
Subordinated Debt Securities before all Senior Indebtedness is paid in
full, the Subordinated Debt Trustee or the Holders of Subordinated Debt
Securities receiving such payment will be required to pay over such
payment or distribution to the Holders of such Senior Indebtedness.
(Sections 12.2 and 12.3) Subject to the payment in full of all Senior
Indebtedness, the rights of the Holders of the Subordinated Debt
Securities will be subrogated to the rights of the Holders of Senior
Indebtedness to receive payments or distributions applicable to Senior
Indebtedness until all amounts owing on the Subordinated Debt Securities
are paid in full. As a result of the subordination provisions, in the
event of CMS Energy's insolvency, Holders of the Subordinated Debt
Securities may recover ratably less than senior creditors of CMS Energy.

"Senior Indebtedness" means the principal of and premium, if any,
and interest on the following, whether outstanding on the date of
execution of the Subordinated Debt Indenture or thereafter incurred,
created or assumed: (i) indebtedness of CMS Energy for money borrowed by
CMS Energy (including purchase money obligations) or evidenced by
debentures (other than the Subordinated Debt Securities), notes, bankers'
acceptances or other corporate debt securities or similar instruments
issued by CMS Energy; (ii) obligations with respect to letters of credit;
(iii) all indebtedness of others of the type referred to in the preceding
clauses (i) and (ii) assumed by or guaranteed in any manner by CMS Energy
or in effect guaranteed by CMS Energy; or (iv) renewals, extensions or
refundings of any of the indebtedness referred to in the preceding clauses
(i), (ii) and (iii) unless, in the case of any particular indebtedness,
renewal, extension or refunding, under the express provisions of the
instrument creating or evidencing the same or the assumption or guarantee
of the same, or pursuant to which the same is outstanding, such
indebtedness or such renewal, extension or refunding thereof is not
superior in right of payment to the Subordinated Debt Securities.
(Section 12.1)

The Subordinated Debt Indenture does not limit the aggregate amount
of Senior Indebtedness that may be issued. As of September 30, 1996,
Senior Indebtedness of CMS Energy aggregated approximately $1,062 million.

Consolidation, Merger or Sale of Assets. The Subordinated Debt
Indenture provides that CMS Energy may consolidate with or merge into, or
sell, lease or convey its property as an entirety or substantially as an
entirety to, any other corporation if such corporation assumes the
obligations of CMS Energy under the Subordinated Debt Securities and the
Subordinated Debt Indenture and is organized and existing under the laws
of the United States of America, any state thereof or the District of
Columbia. (Section 9.1)

Conversion Rights. If the Prospectus Supplement provides, the
Holders of Subordinated Debt Securities may convert the Subordinated Debt
Securities into CMS Energy Common Stock, as defined herein (see
"Description of Capital Stock"), at the option of the Holders at the
principal amount thereof, or of such portion thereof, at any time during
the period specified in the Prospectus Supplement, at the conversion price
or conversion rate specified in the Prospectus Supplement; except that,
with respect to any Subordinated Debt Securities (or portion thereof)
called for redemption, such conversion right shall terminate at the close
of business on the fifteenth day prior to the date fixed for redemption of
such Subordinated Debt Securities, unless CMS Energy shall default in
payment of the amount due upon redemption thereof (Section 13.2).

The conversion privilege and conversion price or conversion rate
will be adjusted in certain events, including if CMS Energy (i) pays a
dividend or makes a distribution in shares of CMS Energy Common Stock;
(ii) subdivides its outstanding shares of CMS Energy Common Stock into a
greater number of shares; (iii) combines its outstanding shares of
CMS Energy Common Stock into a smaller number of shares; (iv) pays a
dividend or makes a distribution on its CMS Energy Common Stock other than
in shares of its CMS Energy Common Stock; (v) issues by reclassification
of its shares of CMS Energy Common Stock any shares of its capital stock;
(vi) issues any rights or warrants to all holders of shares of its
CMS Energy Common Stock entitling them (for a period expiring within 45
days, or such other period as may be specified in the Prospectus
Supplement) to purchase shares of CMS Energy Common Stock (or Convertible
Securities) at a price per share less than the Average Market Price per
share for such CMS Energy Common Stock; and (vii) distributes to all
holders of shares of its CMS Energy Common Stock any assets or debt
securities or any rights or warrants to purchase securities, provided that
no adjustment shall be made under (vi) or (vii) above if the adjusted
conversion price would be higher than, or the adjusted conversion rate
would be less than, the conversion price or conversion rate, as the case
may be, in effect prior to such adjustment (Sections 13.7, 13.8 and 13.9).
CMS Energy may reduce the conversion price or increase the conversion
rate, temporarily or otherwise, by any amount but in no event shall such
adjusted conversion price or conversion rate result in shares of
CMS Energy Common Stock being issuable upon conversion of the Subordinated
Debt Securities if converted at the time of such adjustment at an
effective conversion price per share less than the par value of the
CMS Energy Common Stock at the time such adjustment is made. (Section
13.10) No adjustments in the conversion price or conversion rate need be
made unless the adjustment would require an increase or decrease of at
least one percent (1%) in the initial conversion price or conversion rate
Any adjustment which is not made shall be carried forward and taken into
account in any subsequent adjustment (Section 13.13).

Modification of the Subordinated Debt Indenture. The Subordinated
Debt Indenture permits CMS Energy and the Subordinated Debt Trustee to
enter into supplemental indentures thereto without the consent of the
Holders of the Subordinated Debt Securities to: (a) secure the
Subordinated Debt Securities of one or more series, (b) evidence the
assumption by a successor corporation of the obligations of CMS Energy
under the Subordinated Debt Indenture and the Subordinated Debt Securities
then Outstanding, (c) add covenants for the protection of the Holders of
the Subordinated Debt Securities, (d) cure any ambiguity or correct any
defect or inconsistency in the Subordinated Debt Indenture or to make such
other provisions as CMS Energy deems necessary or desirable with respect
to matters or questions arising under the Subordinated Debt Indenture,
provided that no such action adversely affects the interests of any
Holders of Subordinated Debt Securities, (e) establish the form and terms
of any series of securities under the Subordinated Debt Indenture and (f)
evidence the acceptance of appointment by a successor Subordinated Debt
Trustee. (Section 8.1)

The Subordinated Debt Indenture also permits CMS Energy and the
Subordinated Debt Trustee, with the consent of the Holders of not less
than a majority in aggregate principal amount of the Subordinated Debt
Securities of all series then Outstanding and affected (voting as one
class), to enter into supplemental indentures to add any provisions to, or
change in any manner or eliminate any of the provisions of, the
Subordinated Debt Indenture or modify in any manner the rights of the
Holders of the Subordinated Debt Securities of each such affected series;
provided, however, that CMS Energy and the Subordinated Debt Trustee may
not, without the consent of the Holder of each Subordinated Debt Security
then outstanding and affected thereby, enter into a supplemental indenture
to: (a) change the time of payment of the principal (or any installment of
principal) of any Subordinated Debt Security, or reduce the principal
amount thereof, or reduce the rate or change the time of payment of
interest thereon, or reduce the amount payable on any Original Issue
Discount Securities upon acceleration or provable in bankruptcy, or impair
the right to institute suit for the enforcement of any payment on any
Subordinated Debt Security when due; or (b) reduce the percentage in
principal amount of the Subordinated Debt Securities of the affected
series, the consent of whose Holders is required for any such modification
or for any waiver provided for in the Subordinated Debt Indenture.
(Section 8.2)

Prior to the acceleration of the maturity of any Subordinated Debt
Security, the Holders of a majority in aggregate principal amount of the
Subordinated Debt Securities of all series at the time Outstanding with
respect to which a default or an Event of Default shall have occurred and
be continuing (voting as one class) may on behalf of the Holders of all
such affected Subordinated Debt Securities waive any past default or Event
of Default and its consequences, except a default or an Event of Default
in respect of a covenant or provision of the Subordinated Debt Indenture
or of any Subordinated Debt Security which cannot be modified or amended
without the consent of the Holder of each Subordinated Debt Security
affected. (Section 5.10)

Defeasance, Covenant Defeasance and Discharge. The Subordinated
Debt Indenture provides that, at the option of CMS Energy: (a) CMS Energy
will be discharged from any and all obligations in respect of the
Subordinated Debt Securities of a particular series then Outstanding
(except for certain obligations to register the transfer of or exchange
the Subordinated Debt Securities of such series, to replace stolen, lost
or mutilated Subordinated Debt Securities of such series, to maintain
paying agencies and to maintain the trust described below), or (b)
CMS Energy need not comply with certain restrictive covenants of the
Subordinated Debt Indenture (including those described under
"Consolidation, Merger or Sale of Assets"), in each case if CMS Energy
irrevocably deposits in trust with the Subordinated Debt Trustee money,
and/or securities backed by the full faith and credit of the United States
which, through the payment of the principal thereof and the interest
thereon in accordance with their terms, will provide money in an amount
sufficient to pay all the principal of and premium, if any, and interest
on the Subordinated Debt Securities of such series on the stated maturity
of such Subordinated Debt Securities (which may include one or more
redemption dates designated by CMS Energy) in accordance with the terms
thereof. To exercise such option, CMS Energy is required, among other
things, to deliver to the Subordinated Debt Trustee an opinion of
independent counsel to the effect that the exercise of such option would
not cause the Holders of the Subordinated Debt Securities of such series
to recognize income, gain or loss for United States Federal income tax
purposes as a result of such defeasance, and such Holders will be subject
to United States Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such
defeasance had not occurred, and, in the case of a discharge as described
in clause (a) of the preceding sentence, such opinion is to be accompanied
by a private letter ruling to the same effect received from the Internal
Revenue Service, a revenue ruling to such effect pertaining to a
comparable form of transaction published by the Internal Revenue Service
or appropriate evidence that since the date of the Subordinated Debt
Indenture there has been a change in the applicable Federal income tax
law. (Section 10.1)

In the event CMS Energy exercises its option to effect a covenant
defeasance with respect to the Subordinated Debt Securities of any series
as described in the preceding paragraph and the Subordinated Debt
Securities of such series are thereafter declared due and payable because
of the occurrence of any Event of Default other than an Event of Default
caused by failing to comply with the covenants which are defeased, and the
amount of money and securities on deposit with the Subordinated Debt
Trustee would be insufficient to pay amounts due on the Subordinated Debt
Securities of such series at the time of the acceleration resulting from
such Event of Default, CMS Energy would remain liable for such amounts.

CMS Energy may also obtain a discharge of the Subordinated Debt
Indenture with respect to all Subordinated Debt Securities then
Outstanding (except for certain obligations to register the transfer of or
exchange such Subordinated Debt Securities to replace stolen, lost or
mutilated Subordinated Debt Securities, to maintain paying agencies and to
maintain the trust described below) by irrevocably depositing in trust
with the Subordinated Debt Trustee money, and/or securities backed by the
full faith and credit of the United States which, through the payment of
the principal thereof and the interest thereon in accordance with their
terms, will provide money in an amount sufficient to pay all the principal
of and premium, if any and interest on the Subordinated Debt Securities on
the stated maturities thereof (including one or more redemption dates),
provided that such Subordinated Debt Securities are by their terms due and
payable, or are to be called for redemption, within one year. (Section
10.1)

For United States Federal income tax purposes any deposit
contemplated in the preceding paragraph would be treated as an exchange of
the Subordinated Debt Securities outstanding for other property.
Accordingly, holders of Subordinated Debt Securities outstanding may be
required to recognize a gain or loss for United States Federal income tax
purposes upon such exchange. In addition, such Holders thereafter may be
required to recognize income from such property which could be different
from the amount that would be includable in the absence of such deposit.
Prospective investors are urged to consult their own tax advisors as to
the specific consequences to them of such deposit.

Governing Law. The Subordinated Debt Indenture and the
Subordinated Debt Securities will be governed by, and construed in
accordance with, the laws of the State of Michigan except to the extent
the laws of another jurisdiction shall be mandatorily applicable.
(Section 14.8).

DESCRIPTION OF CAPITAL STOCK

The following outline of certain rights of the holders of
CMS Energy capital stock does not purport to be complete and is qualified
in its entirety by express reference to the Restated Articles of
Incorporation of CMS Energy (the "Articles of Incorporation") and the By-Laws of
CMS Energy, copies of which are filed as exhibits to the Registration
Statement of which this Prospectus is a part, and by express
reference to the 8-B Registration Statement, which is incorporated into
this Prospectus by reference. See "Incorporation of Certain Documents by
Reference" herein.

The authorized capital stock of CMS Energy consists of 250 million
shares of CMS Energy Common Stock, $.01 par value ("CMS Energy Common
Stock"), 60 million shares of Class G Common Stock, no par value ("Class G
Common Stock"), and 10 million shares of CMS Energy Preferred Stock, $.01
par value ("Preferred Stock"). At December 4, 1996, there were
outstanding 102,804,397 shares of CMS Energy Common Stock and 7,856,118
shares of Class G Common Stock; no Preferred Stock are issued or
outstanding. The CMS Energy Common Stock and the Class G Common Stock are
sometimes together referred to herein as the "Common Stock."

Common Stock

The Class G Common Stock is intended to reflect the separate
performance of the gas distribution, storage and transportation businesses
conducted by Consumers and Michigan Gas Storage, a subsidiary of Consumers
(such businesses, collectively, have been attributed to the "Consumers Gas
Group"). The CMS Energy Common Stock is intended to reflect the
performance of all businesses of CMS Energy and its subsidiaries,
including the businesses of the Consumers Gas Group, except for the
interest in the Consumers Gas Group attributable to the outstanding shares
of Class G Common Stock.

Dividend Rights and Policy; Restrictions on Dividends

Dividends on the CMS Energy Common Stock are paid at the discretion of
the Board of Directors based primarily upon the earnings and financial
condition of CMS Energy, including the Consumers Gas Group, except for the
interest in the Consumers Gas Group attributable to the outstanding shares
of the Class G Common Stock, and other factors. Dividends are payable out
of the assets of CMS Energy legally available therefore, including the
Available Class G Dividend Amount (as defined in the Articles of
Incorporation).
Dividends on the Class G Common Stock are paid at the discretion of
the Board of Directors based primarily upon the earnings and financial
condition of the Consumers Gas Group, and, to a lesser extent, CMS Energy
as a whole. Dividends are payable out of the lesser of (i) the assets of
CMS Energy legally available therefore and (ii) the Available Class G
Dividend Amount. Although the Available Class G Dividend Amount is
intended to reflect the amount available for dividends to holders of
outstanding Class G Common Stock, it is also legally available for
dividends to holders of CMS Energy Common Stock.
CMS Energy, in the sole discretion of its Board of Directors could pay
dividends exclusively to the holders of CMS Energy Common Stock,
exclusively to the holders of Class G Common Stock, or to the holders of
both of such classes in equal or unequal amounts.

CMS Energy is a legal entity separate and distinct from its various
subsidiaries. As a holding company with no significant operations of its
own, the principal sources of its funds are dividends or other
distributions from its operating subsidiaries (in particular, Consumers),
borrowings and sales of equity. The ability of Consumers and other
subsidiaries of CMS Energy to pay dividends or make distributions to
CMS Energy, and, accordingly, the ability of CMS Energy to pay dividends
on its capital stock will depend on the earnings, financial requirements,
contractual restrictions of the subsidiaries of CMS Energy, in particular,
Consumers, and other factors.

Dividends on capital stock of CMS Energy are limited by Michigan law
to legally available assets of CMS Energy. Distributions on Common Stock
may be subject to the rights of the holders, if any, of the CMS Energy
Preferred Stock.

There are restrictions on CMS Energy's ability to pay dividends
contained in a Credit Agreement dated as of November 21, 1995 among
CMS Energy, Citibank, N.A. and Union Bank, as co-agents, and certain banks
named therein, a $125 million Term Loan Agreement dated as of November 21,
1995 among CMS Energy, Citibank N.A. and Union Bank as co-agents, and
certain banks named therein, the Senior Debt Indenture (as defined herein)
and CMS Energy's Indenture, dated as of January 15, 1994 between
CMS Energy and The Chase Manhattan Bank, as Trustee (the "GTN Indenture").
A discussion of specific restrictions on CMS Energy's ability to pay
dividends will be set forth in an accompanying Prospectus Supplement
pursuant to which convertible Subordinated Debt Securities are offered.

Voting Rights

The holders of CMS Energy Common Stock vote with the holders of Class
G Common Stock as a single class, except on matters which would be
required by law or the Articles of Incorporation to be voted on by class.
Each holder of Common Stock is entitled to one vote for each share of
Common Stock held by such holder on each matter voted upon by the
shareholders. Such right to vote is not cumulative. A majority of the
votes cast by the holders of shares entitled to vote thereon is sufficient
for the adoption of any question presented, except that certain provisions
of the Articles of Incorporation relating to special shareholder meetings,
the removal, indemnification and liability of the Board of Directors and
the requirements for amending these provisions may not be amended,
altered, changed or repealed unless such amendment, alteration, change or
repeal is approved by the affirmative vote of at least 75% of the
outstanding shares entitled to vote thereon.

Under Michigan law, the approval of the holders of a majority of the
outstanding shares of a class of Common Stock, voting as a separate class,
would be necessary for authorizing, effecting or validating the merger or
consolidation of CMS Energy into or with any other corporation if such
merger or consolidation would adversely affect the powers or special
rights of such class of stock, and to authorize any amendment to the
Articles of Incorporation that would increase or decrease the aggregate
number of authorized shares of such class (except pursuant to Section 303
of the Michigan Business Corporation Act) or alter or change the powers,
preferences or special rights of the shares of such class so as to affect
them adversely. The Articles of Incorporation also provide that unless
the vote or consent of a greater number of shares shall then be required
by law, the vote or consent of the holders of a majority of all the shares
of either class of Common Stock then outstanding, voting as a separate
class, will be necessary for authorizing, effecting or validating the
merger or consolidation of CMS Energy into or with any other entity if
such merger or consolidation would adversely affect the powers or special
rights of such class of Common Stock, either directly by amendment to the
Articles of Incorporation or indirectly by requiring the holders of such
class to accept or retain, in such merger or consolidation, anything other
than (i) shares of such class or (ii) shares of the surviving or resulting
corporation, having, in either case, powers and special rights identical
to those of such class prior to such merger or consolidation. The effect
of these provisions may be to permit the holders of a majority of the
outstanding shares of either class of Common Stock to block any such
merger or amendment which would adversely affect the powers or special
rights of holders of such class of Common Stock.

Preemptive Rights

The Articles of Incorporation provide that holders of Common Stock
will have no preemptive rights to subscribe for or purchase any additional
shares of the capital stock of CMS Energy of any class now or hereafter
authorized, or Preferred Stock, bonds, debentures, or other obligations or
rights or options convertible into or exchangeable for or entitling the
holder or owner to subscribe for or purchase any shares of capital stock,
or any rights to exchange shares issued for shares to be issued.

Liquidation Rights

In the event of the dissolution, liquidation or winding up of
CMS Energy, whether voluntary or involuntary, after payment or provision
for payment of the debts and other liabilities of CMS Energy and after
there shall have been paid or set apart for the holders of Preferred Stock
the full preferential amounts (including any accumulated and unpaid
dividends) to which they are entitled, the holders of CMS Energy Common
Stock and Class G Common Stock shall be entitled to receive, on a per
share basis, the same portion of all of the assets of CMS Energy remaining
for distribution to the holders of Common Stock, regardless of whether or
not any of such assets were attributed to the Consumers Gas Group.
Neither the merger or consolidation of CMS Energy into or with any other
corporation, nor the merger or consolidation of any other corporation into
or with CMS Energy nor any sale, transfer or lease of all or any part of
the assets of CMS Energy, shall be deemed to be a dissolution, liquidation
or winding up for the purposes of this provision.

Because CMS Energy has subsidiaries which have debt obligations and
other liabilities of their own, CMS Energy's rights and the rights of its
creditors and its stockholders to participate in the distribution of
assets of any subsidiary upon the latter's liquidation or recapitalization
will be subject to prior claims of the subsidiary's creditors, except to
the extent that CMS Energy may itself be a creditor with recognized claims
against the subsidiary.

Subdivision or Combination

If CMS Energy subdivides (by stock split, stock dividend or otherwise)
or combines (by reverse stock split or otherwise) the outstanding shares
of either Class G Common Stock or CMS Energy Common Stock, the voting and
liquidation rights of shares of CMS Energy Common Stock relative to Class
G Common Stock will be appropriately adjusted so as to avoid any dilution
in aggregate voting or liquidation rights of either class of Common Stock.
For example, in case CMS Energy were to effect a two-for-one split of
Class G Common Stock, the per share liquidation rights of CMS Energy
Common Stock would be multiplied by two in order to avoid dilution in the
aggregate liquidation rights of holders of CMS Energy Common Stock and
each post-split share of Class G Common Stock would have one-half of a
vote.

Exchanges

The Articles of Incorporation do not provide for either the mandatory
or optional exchange or redemption of CMS Energy Common Stock but do
provide that Class G Common Stock may be exchanged for CMS Energy Common
Stock as described in the 8-B Registration Statement.

CMS Energy may exchange the Class G Common Stock for a proportionate
number of shares of a subsidiary that holds all the assets and liabilities
attributed to the Consumers Gas Group, and no other assets and
liabilities. If CMS Energy transfers all or substantially all of the
properties and assets attributed to the Consumers Gas Group, CMS Energy is
required, subject to certain exceptions and conditions, to exchange each
outstanding share of Class G Common Stock for a number of shares of CMS
Energy Common Stock having a Fair Market Value (defined in the Articles of
Incorporation) equal to 110% of the Fair Market Value of one share of Class G
Common Stock.

CMS Energy may, in the sole discretion of the Board of Directors, at any
time, exchange each outstanding share of Class G Common Stock for a number of
shares of CMS Energy Common Stock having a Fair Market Value equal to 115% of
the Fair Market Value of one share of Class G Common Stock.

CMS Energy cannot predict the impact of the potential for such exchanges
on the market prices of the CMS Energy Common Stock.

Preferred Stock

The authorized Preferred Stock may be issued without the approval of
the holders of Common Stock in one or more series, from time to time, with
each such series to have such designation, powers, preferences and
relative, participating, optional or other special rights, voting rights,
if any, and qualifications, limitations or restrictions thereof, as shall
be stated in a resolution providing for the issue of any such series
adopted by CMS Energy's Board of Directors. The Articles of Incorporation
provide that holders of Preferred Stock will not have any preemptive
rights to subscribe for or purchase any additional shares of the capital
stock of CMS Energy of any class now or hereafter authorized, or any
Preferred Stock, bonds, debentures or other obligations or rights or
options convertible into or exchangeable for or entitling the holder or
owner to subscribe for or purchase any shares of capital stock. The
future issuance of Preferred Stock may have the effect of delaying,
deterring or preventing a change in control of CMS Energy.

DIVIDENDS AND PRICE RANGE OF CMS ENERGY COMMON STOCK

CMS Energy has paid dividends on its outstanding CMS Energy Common
Stock, $.01 par value ("CMS Energy Common Stock"), each year since its
inception except 1987 and 1988. At December 4, 1996, there were
approximately 88,700 CMS Energy Common Stock shareholders of record.
Future dividends will depend upon CMS Energy's earnings, financial
condition and other factors.

The following table indicates the high and low sales prices of the
CMS Energy Common Stock for the calendar quarters indicated as reported in
The Wall Street Journal under "New York Stock Exchange Composite
Transactions," and the quarterly cash dividends declared per share of
CMS Energy Common Stock, for the calendar quarters indicated.

CMS ENERGY COMMON STOCK
Price Range
----------------
Year High Low Dividend
- ---- ------ ----- --------
1992:
First Quarter. . . . 22 3/4 17 7/8 .12
Second Quarter . . . . . . 21 7/8 14 7/8 .12
Third Quarter. . . . . . . 17 1/2 15 1/4 .12
Fourth Quarter . . . . . . 18 3/8 16 3/4 .12
1993:
First Quarter. . . . 20 7/8 17 7/8 .12
Second Quarter . . . . . . 25 1/2 19 1/2 .12
Third Quarter. . . . . . . 27 1/2 24 7/8 .18
Fourth Quarter . . . . . . 27 1/8 23 .18
1994:
First Quarter. . . . 25 21 1/8 .18
Second Quarter . . . . . . 22 7/8 19 5/8 .18
Third Quarter. . . . . . . 23 3/8 20 5/8 .21
Fourth Quarter . . . . . . 23 1/4 20 7/8 .21
1995:
First Quarter. . . . 24 3/4 22 5/8 .21
Second Quarter . . . . . . 25 3/8 22 1/2 .21
Third Quarter. . . . . . . 26 3/8 23 3/8 .24
Fourth Quarter . . . . . . 30 26 .24
1996:
First Quarter. . . . 31 7/8 27 13/16 .24
Second Quarter . . . . . . 31 1/4 28 .24
Third Quarter. . . . . . . 31 5/8 29 .27
Fourth Quarter
(through December 4, 1996) 33 1/4 30 1/8 .27

The last reported sale price of CMS Energy Common Stock on December
4, 1996 on the NYSE was $33.

LEGAL OPINIONS

Opinions as to the legality of the Offered Securities offered
hereby will be rendered for CMS Energy by Michael D. VanHemert, Assistant
General Counsel for CMS Energy. Certain legal matters with respect to
Offered Securities will be passed upon by Reid & Priest, LLP, counsel for
any underwriters, dealers or agents who will be named in the related
Prospectus Supplement. Reid & Priest LLP provides legal services to an
affiliate of CMS Energy and has, from time to time, provided legal serves
to CMS Energy.

EXPERTS

The consolidated financial statements and schedules of CMS Energy
as of December 31, 1995 and 1994, and for each of the three years in the
period ended December 31, 1995 incorporated by reference in this
Prospectus, have been audited by Arthur Andersen LLP (formerly Arthur
Andersen & Co.), independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving
said reports.

With respect to the unaudited interim consolidated financial
information for the periods ended March 31, June 30, and September 30,
1995 and 1996, Arthur Andersen LLP has applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate reports thereon state that they did not audit and
they did not express an opinion on that interim consolidated financial
information. Accordingly, the degree of reliance on their reports on that
information should be restricted in light of the limited nature of the
review procedures applied. In addition, the accountants are not subject to
the liability provisions of Section 11 of the Securities Act of 1933, as
amended ("Securities Act"), for their reports on the unaudited interim
consolidated financial information because these reports are not "reports"
or "part" of the registration statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the Securities Act.

Future consolidated financial statements of CMS Energy and the
reports thereon of Arthur Andersen LLP also will be incorporated by
reference in this Prospectus in reliance upon the authority of that firm
as experts in giving those reports to the extent that said firm has
audited said consolidated financial statements and consented to the use of
their reports thereon.

PLAN OF DISTRIBUTION

CMS Energy may sell the Offered Securities (i) through the
solicitation of proposals of underwriters or dealers to purchase the
Offered Securities; (ii) through underwriters or dealers on a negotiated
basis, (iii) directly to a limited number of purchasers or to a single
purchaser; or (iv) through agents. The Prospectus Supplement with respect
to any Offered Securities will set forth the terms of such offering,
including the name or names of any underwriters, dealers or agents; the
purchase price of the Offered Securities and the proceeds to CMS Energy
from such sale; any underwriting discounts and commissions and other items
constituting underwriters' compensation; any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers
and any securities exchange on which such Offered Securities may be
listed. Any initial public offering price, discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.

If underwriters are used in the sale, the Offered Securities will
be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The Offered Securities may be offered to
the public either through underwriting syndicates represented by one or
more managing underwriters or directly by one or more firms acting as
underwriters. The underwriter or underwriters with respect to a particular
underwritten offering of Offered Securities will be named in the
Prospectus Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set
forth on the cover of such Prospectus Supplement. Unless otherwise set
forth in the Prospectus Supplement relating thereto, the obligations of
the underwriters to purchase the Offered Securities will be subject to
certain conditions precedent, and the underwriters will be obligated to
purchase all the Offered Securities if any are purchased.

If dealers are utilized in the sale of Offered Securities,
CMS Energy will sell such Offered Securities to the dealers as principals.
The dealers may then resell such Offered Securities to the public at
varying prices to be determined by such dealers at the time of resale. The
names of the dealers and the terms of the transaction will be set forth in
the Prospectus Supplement relating thereto.

The Offered Securities may be sold directly by CMS Energy or
through agents designated by CMS Energy from time to time. Any agent
involved in the offer or sale of the Offered Securities in respect to
which this Prospectus is delivered will be named, and any commissions
payable by CMS Energy to such agent will be set forth, in the Prospectus
Supplement relating thereto. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment.

The Offered Securities may be sold directly by CMS Energy to
institutional investors or others, who may be deemed to be underwriters
within the meaning of the Securities Act with respect to any resale
thereof. The terms of any such sales will be described in the Prospectus
Supplement relating thereto.

Agents, dealers and underwriters may be entitled under agreements
with CMS Energy to indemnification by CMS Energy against certain civil
liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which such agents, dealers or
underwriters may be required to make in respect thereof. Agents, dealers
and underwriters may be customers of, engage in transactions with, or
perform services for CMS Energy in the ordinary course of business.

The Offered Securities may or may not be listed on a national
securities exchange. Reference is made to the Prospectus Supplement with
regard to such matter. No assurance can be given that there will be a
market for any of the Offered Securities.<PAGE>
<PAGE> II-1

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Amount

Filing fee - Securities and Exchange
Commission . . . . . . . . . . . $ 151,515
Listing on New York Stock Exchange . . . . 0
Preparation of Stock Certificates . . . . 5,000*
Printing and Engraving . . . . . . 50,000*
Services of counsel . . . . . . . 40,000*
Services of independent public accountants,
Arthur Andersen LLP . . . . . . 30,000*
Rating Agency Fees . . . . . . . . 170,000*
Trustees Fees . . . . . . . . . . 60,000*
Blue Sky fees and expenses . . . . 20,000*
Miscellaneous . . . . . . . . . . 40,000*
-------
Total: . . . . . . . $ 566,515
=======
* Estimated

Item 15. Indemnification of Directors and Officers.

The following resolution was adopted by the Board of Directors of
CMS Energy on May 6, 1987:

RESOLVED: That effective March 1, 1987 the Corporation shall
indemnify to the full extent permitted by law every person (including the
estate, heirs and legal representatives of such person in the event of the
decease, incompetency, insolvency or bankruptcy of such person) who is or
was a director, officer, partner, trustee, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against all liability, costs, expenses, including attorneys' fees,
judgments, penalties, fines and amounts paid in settlement, incurred by or
imposed upon the person in connection with or resulting from any claim or
any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative, investigative or of whatever nature,
arising from the person's service or capacity as, or by reason of the fact
that the person is or was, a director, officer, partner, trustee, employee
or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise. Such right of indemnification shall not be deemed exclusive
of any other rights to which the person may be entitled under statute,
bylaw, agreement, vote of shareholders or otherwise.

CMS Energy's Bylaws provide:

The Corporation may purchase and maintain liability insurance, to
the full extent permitted by law, on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and
incurred by such person in any such capacity.

Article VIII of the Articles of Incorporation reads:

A director shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of duty as a director except
(i) for a breach of the director's duty of loyalty to the Corporation or
its shareholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) for a
violation of Section 551(l) of the Michigan Business Corporation Act, and
(iv) any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article VIII, and no
modification to its provisions by law, shall apply to, or have any effect
upon, the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment, repeal or modification.

Article IX of the Articles of Incorporation reads:

Each director and each officer of the Corporation shall be
indemnified by the Corporation to the fullest extent permitted by law
against expenses (including attorneys' fees), judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred by him or
her in connection with the defense of any proceeding in which he or she
was or is a party or is threatened to be made a party by reason of being
or having been a director or an officer of the Corporation. Such right of
indemnification is not exclusive of any other rights to which such
director or officer may be entitled under any now or hereafter existing
statute, any other provision of these Articles, bylaw, agreement, vote of
shareholders or otherwise. If the Business Corporation Act of the State
of Michigan is amended after approval by the shareholders of this Article
IX to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted
by the Business Corporation Act of the State of Michigan, as so amended.
Any repeal or modification of this Article IX by the shareholders of the
Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification.

Sections 561 through 571 of the Michigan Business Corporation Act
provides CMS Energy with the power to indemnify directors, officers,
employees and agents against certain expenses and payments, and to
purchase and maintain insurance on behalf of directors, officers,
employees and agents.

Officers and directors are covered within specified monetary limits
by insurance against certain losses arising from claims made by reason of
their being directors or officers of CMS Energy or of CMS Energy's
subsidiaries and CMS Energy's officers and directors are indemnified
against such losses by reason of their being or having been directors or
officers of another corporation, partnership, joint venture, trust or
other enterprise at CMS Energy's request. In addition, CMS Energy has
indemnified each of its present directors by contracts that contain
affirmative provisions essentially similar to those in sections 561
through 571 of the Michigan Business Corporation Act summarized above.

Item 16. Exhibits.

Exhibit No. Description

(1)(a) - Form of Underwriting Agreement with respect to the
Offered Securities. To be filed as an exhibit to a
report on Form 8-K pursuant to Item 601(b)(1) of
Regulation S-K under the Securities Act.

*(4)(a) - Indenture dated as of September 15, 1992 between
CMS Energy and NBD Bank, as Trustee. (Indenture under
which the Senior Debt Securities will be issued.)
(Designated in CMS Energy's Form S-3 Registration
Statement filed May 1, 1992, File No. 33-47629, as
Exhibit (4)(a).)

First Supplemental Indenture dated as of October 1,
1992 between CMS Energy and NBD Bank, as Trustee.
(Designated in CMS Energy's Form 8-K dated October 1,
1992, File No. 1-9513, as Exhibit (4).)

Second Supplemental Indenture dated as of October 1,
1992 between CMS Energy and NBD Bank, as Trustee.
(Designated in CMS Energy's Form 8-K dated October 1,
1992, File No. 1-9513, as Exhibit 4(a).)

*(4)(b) - Indenture dated as of January 15, 1994 between
CMS Energy and The Chase Manhattan Bank, as Trustee.
(Designated in CMS Energy's Form 8-K dated March 29,
1994, File No. 1-9513, as Exhibit (4)(a).)

First Supplemental Indenture dated as of January 20,
1994 between CMS Energy and The Chase Manhattan Bank,
as Trustee. (Designated in CMS Energy's Form 8-K
dated March 29, 1994, File No. 1-9513, as
Exhibit (4)(b).)

Second Supplemental Indenture dated as of March 19,
1996 between CMS Energy and The Chase Manhattan Bank,
as Trustee. (Designated in CMS Energy's Form 10-Q for
the quarter ended March 31, 1996, File No. 1-9513, as
Exhibit (4).)

*(4)(c) - Credit Agreement dated as of November 21, 1995, among
CMS Energy, the Banks, the Co-Agents, the
Documentation Agent, the Operational Agent and the Co-Managers, all
as defined therein, and the Exhibits
thereto. (Designated in CMS Energy's Form S-4
Registration Statement filed January 12, 1996, File
No. 33-60007, as Exhibit 4(ii).)

*(4)(d) - Term Loan Agreement dated as of November 21, 1995,
among CMS Energy, the Banks, the Co-Agents, the
Documentation Agent, the Operational Agent and the Co-Managers, all
as defined therein, and the Exhibits
thereto. (Designated in CMS Energy's Form S-4
Registration Statement filed January 12, 1996, File
No. 33-60007, as Exhibit 4(ii)(A).)

(4)(e) - Form of Subordinated Debt Securities Indenture between
CMS Energy and The Bank of New York, as Trustee.

*(4)(f) - Restated Articles of Incorporation of CMS Energy.
(Designated in CMS Energy's Form S-4 dated June 6,
1995, File No. 1-9513, as Exhibit (3)(i).

*(4)(g) - By-Laws of CMS Energy. (Designated in CMS Energy's
Form 10-K for the year ended December 31, 1994, File
No. 1-5611, as Exhibit 3(c).)

(5) - Opinion of Michael D. VanHemert, Assistant General
Counsel for CMS Energy.

(12) - Statement re computation of ratios of earnings to
fixed charges.

(15) - Letter regarding unaudited interim financial
information.

(23)(a) - Consent of Michael D. VanHemert, Assistant General
Counsel for CMS Energy (included in Exhibit (5)(a)
above).

(23)(b) - Consent of Arthur Andersen LLP.

(24) - Powers of Attorney.

(25)(a) - Statement of Eligibility and Qualification of NBD Bank
(Trustee under the Senior Debt Indenture).

(25)(b) - Statement of Eligibility and Qualification of The Bank
of New York, (Trustee under the Subordinated Debt
Indenture).
_________________
*Previously filed

Exhibits listed above which have been filed with the Securities and
Exchange Commission are incorporated herein by reference with the same
effect as if filed with this Registration Statement.

Item 17. Undertakings.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (iii) To include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement; provided, however, that
(i) and (ii) do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15 above, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
<PAGE> II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, and State of Michigan,
on the 26th day of November, 1996.

CMS ENERGY CORPORATION

By /s/ A M Wright
----------------------------
Alan M. Wright
Senior Vice President,
Chief Financial Officer and
Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
their respective capacities as officers and/or directors of CMS Energy
Corporation and on the dates indicated.

Name Title

(i) Principal executive officer

Chairman of the Board,
Chief Executive Officer
/s/ William T. McCormick, Jr. and Director
- ----------------------------------
(William T. McCormick, Jr.)

(ii) Principal financial officer:

Senior Vice President,
Chief Financial Officer
/s/ A M Wright and Treasurer
- ----------------------------------
(Alan M. Wright)

(iii) Controller or principal accounting officer:

Senior Vice President, Controller
/s/ P.D. Hopper and Chief Accounting Officer
- ----------------------------------
(Preston D. Hopper)

<PAGE>
<PAGE> II-6

*
- -----------------------------
(James J. Duerstadt) Director

*
- -----------------------------
(Kathleen R. Flaherty) Director

*
- -----------------------------
(Victor J. Fryling) Director

*
- -----------------------------
(Earl D. Holton) Director

*
- -----------------------------
(Lois A. Lund) Director

*
- -----------------------------
(Frank H. Merlotti) Director

*
- -----------------------------
(Michael G. Morris) Director

*
- -----------------------------
(William U. Parfet) Director

*
- -----------------------------
(Percy A. Pierre) Director

*
- -----------------------------
(Kenneth Whipple) Director

*
- -----------------------------
(John B. Yasinsky) Director

*By /s/ A M Wright
-----------------------
(Alan M. Wright)
Attorney-in-fact
<PAGE>

EXHIBIT (4)(e)

CMS Energy Corporation, Issuer

and

The Bank of New York, Trustee

INDENTURE

Dated as of _____________, 1996

______________

<PAGE>
CROSS REFERENCE SHEET
_____________

Provisions of Trust Indenture Act of 1939 and Indenture to
be dated as of ____________, 1996 between CMS Energy Corporation and
The Bank of New York, as Trustee:

Section of the Act Section of Indenture
__________________ ____________________

310(a)(1) and (2). . . . . 6.9
310(a)(3) and (4). . . . . Inapplicable
310(b) . . . . . . . . . . 6.8 and 6.10(a),(b) and (d)
310(c) . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . 6.13(a) and (c)(1) and (2)
311(b) . . . . . . . . . . 6.13(b)
311(c) . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . 4.1 and 4.2(a)
312(b) . . . . . . . . . . 4.2(a) and (b)(i) and (ii)
312(c) . . . . . . . . . . 4.2(c)
313(a) . . . . . . . . . . 4.4(a)
313(b)(1). . . . . . . . . Inapplicable
313(b)(2). . . . . . . . . 4.4(b)
313(c) . . . . . . . . . . 4.4(c)
313(d) . . . . . . . . . . 4.4(d)
314(a) . . . . . . . . . . 4.3
314(b) . . . . . . . . . . Inapplicable
314(c)(1) and (2). . . . . 14.5
314(c)(3). . . . . . . . . Inapplicable
314(d) . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . 14.5
314(f) . . . . . . . . . . Inapplicable
315(a), (c) and (d). . . . 6.1
315(b) . . . . . . . . . . 5.11
315(e) . . . . . . . . . . 5.12
316(a)(1). . . . . . . . . 5.9
316(a)(2). . . . . . . . . Not required
316(a) (last sentence) . . 7.4
316(b) . . . . . . . . . . 5.7
316(c) . . . . . . . . . . Not required
317(a) . . . . . . . . . . 5.2
317(b) . . . . . . . . . . 3.4(a) and (b)
318(a) . . . . . . . . . . 14.7

________________

* This Cross Reference Sheet is not part of the Indenture.

<PAGE>

TABLE OF CONTENTS
_____________
Page
____
PARTIES. . . . . . . . . . . . . . . . . . . 1

RECITALS

Authorization of Indenture. . . . . . . 1
Compliance with Legal Requirements. . . . 1
Purpose of and Consideration for Indenture. . . . . . . . 1

ARTICLE ONE

DEFINITIONS

Section 1.1 Certain Terms Defined. . . . . 1
Affiliate . . . . . . . . . . . 2
Authenticating Agent. . . . . . 2
Authorized Newspaper. . . . . . 2
Board of Directors. . . . . . . 2
Board Resolution. . . . . . . . 2
Business Day. . . . . . . . . . 2
Commission. . . . . . . . . . . 2
Common Stock. . . . . . . . . . 2
Conversion Agent. . . . . . . . 2
Convertible Securities. . . . . 2
Corporate Trust Office. . . . . 3
Coupon. . . . . . . . . . . . . 3
Covenant Defeasance . . . . . . 3
Depository. . . . . . . . . . . 3
Event of Default. . . . . . . . 3
Government Obligations. . . . . 3
Holder, Holder of Securities,
Securityholder. . . . . . . . 3
Indenture . . . . . . . . . . . 3
Interest. . . . . . . . . . . . 4
Interest Payment Date . . . . . 4
Issuer. . . . . . . . . . . . . 4
Issuer Order. . . . . . . . . . 4
Maturity. . . . . . . . . . . . 4
Officers' Certificate . . . . . 4
Opinion of Counsel. . . . . . . 4
Original Issue Date . . . . . . 4
Original Issue discount . . . . 4
Original Issue Discount Security. . . . . . . . . 5
Outstanding . . . . . . . . . . 5
Periodic Offering . . . . . . . 6
Person. . . . . . . . . . . . . 6
Principal . . . . . . . . . . . 6
Record Date . . . . . . . . . . 6
Registered Global Security. . . 6
Registered Security . . . . . . 6
Responsible Officer . . . . . . 6
Security or Securities. . . . . 7
Security Register and Security Registrar. . . . . 7
Subsidiary. . . . . . . . . . . 7
Stated Maturity . . . . . . . . 7
Trust Indenture Act of 1939 or Trust
Indenture Act . . . . . . . . 7
Trustee . . . . . . . . . . . . 7
Unregistered Security . . . . . 7
Yield to Maturity . . . . . . . 7
Section 1.2 Other Definitions . . . . . . . 7

ARTICLE TWO

SECURITIES

Section 2.1 Forms Generally. . . . . . . . . 8
Section 2.2 Form of Trustee's Certificate
of Authentication . . . . . . . . 8
Section 2.3 Amount Unlimited; Issuable in Series. . . . . . . . 9
Section 2.4 Authentication and Delivery of
Securities. . . . . . . . . . . 12
Section 2.5 Execution of Securities. . . . 15
Section 2.6 Certificate of Authentication. . . . 16

Section 2.7 Denomination of Securities; Payments
of Interest . . . . . . . . . . . 16
Section 2.8 Registration, Transfer and Exchange . . . . . . 17
Section 2.9 Mutilated, Defaced, Destroyed, Lost
and Stolen Securities . . . . . . 20
Section 2.10 Cancellation of Securities;
Destruction Thereof. . . . . 21
Section 2.11 Temporary Securities. . . . 22
Section 2.12 Computation of Interest . . 22

ARTICLE THREE

COVENANTS OF THE ISSUER

Section 3.1 Payment of Principal and Interest. . . . . . . 22
Section 3.2 Offices for Payments, etc. . . . 23
Section 3.3 Appointment to Fill a Vacancy in
Office of Trustee. . . . . . . . 24
Section 3.4 Paying Agents. . . . . . . . . . 24

ARTICLE FOUR

SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

Section 4.1 Issuer to Furnish Trustee
Names and Addresses of
Securityholders. . . . . . . . . 25
Section 4.2 Preservation and Disclosure of
Securityholders Lists. . . . . 26
Section 4.3 Reports by the Issuer. . . . . . 27
Section 4.4 Reports by the Trustee . . . . . 28

ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

Section 5.1 Event of Default Defined; Acceleration
of Maturity; Waiver of Default . . . . . . . . 30
Section 5.2 Collection of Indebtedness by Trustee;
Trustee May Prove Debt . . . . . 33
Section 5.3 Application of Proceeds. . . . . 35
Section 5.4 Suits for Enforcement. . . . . . 36
Section 5.5 Restoration of Rights on Abandonment
of Proceedings . . . . . . . . . 36
Section 5.6 Limitations on Suits by
Securityholders. . . . . . . . . 36
Section 5.7 Unconditional Right of
Securityholders to Receive Principal
and Interest and to Institute
Certain Suits. . . . . . . . . . 37
Section 5.8 Powers and Remedies Cumulative;
Delay or Omission Not Waiver of
Default. . . . . . . . . . . . . 37
Section 5.9 Control by Holders of Securities . . . . . . 37
Section 5.10 Waiver of Past Defaults . . . . 38
Section 5.11 Trustee to Give Notice of Default,
But May Withhold in Certain
Circumstances. . . . . . . . . . 38
Section 5.12 Right of Court to Require Filing
of Undertaking to Pay Costs. . . . . 39
Section 5.13 Waiver of Stay or Extension Laws. . . . . . 39

ARTICLE SIX

CONCERNING THE TRUSTEE

Section 6.1 Duties and Responsibilities of the
Trustee; During Default; Prior to
Default. . . . . . . . . . . . . 40
Section 6.2 Certain Rights of the Trustee. . 41
Section 6.3 Trustee Not Responsible for Recitals,
Disposition of Securities or
Application of Proceeds Thereof. . . . . . . 42
Section 6.4 Trustee and Agents May Hold
Securities or Coupons;
Collections, etc.. . . . . . . . 42
Section 6.5 Moneys Held by Trustee . . . . . 42
Section 6.6 Compensation and Indemnification
of Trustee and Its Prior Claim . . . . . . . 42
Section 6.7 Right of Trustee to Rely on
Officers' Certificate, etc. . . . . 43
Section 6.8 Qualification of Trustee;
Conflicting Interests. . . . . . 43
Section 6.9 Persons Eligible for Appointment
as Trustee . . . . . . . . . . . 44
Section 6.10 Resignation and Removal; Appointment
of Successor Trustee . . . . . . 44
Section 6.11 Acceptance of Appointment by
Successor Trustee. . . . . . . . 46
Section 6.12 Merger, Conversion, Consolidation or
Succession to Business of Trustee. . . . . . 47
Section 6.13 Preferential Collection of Claims
Against the Issuer . . . . . . . 47
Section 6.14 Appointment of Authenticating Agent . . . . 47

ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

Section 7.1 Evidence of Action Taken by
Securityholders. . . . . . . . . 48
Section 7.2 Proof of Execution of Instruments and
of Holding of Securities . . . . 48
Section 7.3 Holders to be Treated as Owners. . 49
Section 7.4 Securities Owned by Issuer Deemed Not
Outstanding. . . . . . . . . . . 50
Section 7.5 Right of Revocation of Action Taken. 50
Section 7.6 Calculation of Original Issue Discount . . . . 51

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

Section 8.1 Supplemental Indentures Without
Consent of Securityholders . . . 51
Section 8.2 Supplemental Indentures With Consent
of Securityholders . . . . . . . 53
Section 8.3 Effect of Supplemental Indenture . . 54
Section 8.4 Documents to Be Given to Trustee . . . . . . 54
Section 8.5 Notation on Securities in Respect of
Supplemental Indentures. . . . . 54

ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.1 Covenant of Issuer Not to Merge,
Consolidate, Sell or Convey
Property Except Under Certain
Conditions . . . . . . . . . . . 55
Section 9.2 Successor Corporation Substituted
for Issuer . . . . . . . . . . . 55
Section 9.3 Opinion of Counsel Delivered
to Trustee . . . . . . . . . . . 56

ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

Section 10.1 Satisfaction and Discharge of
Indenture. . . . . . . . . . . . 56
Section 10.2 Application by Trustee of Funds
Deposited for Payment of
Securities . . . . . . . . . . . 60
Section 10.3 Repayment of Moneys Held by Paying
Agent. . . . . . . . . . . . . . 61
Section 10.4 Return of Moneys Held by Trustee
and Paying Agent Unclaimed for
Three Years. . . . . . . . . . . 61
Section 10.5 Indemnity for Government
Obligations. . . . . . . . . . . 61

ARTICLE ELEVEN

REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 11.1 Applicability of Article. . . . 62
Section 11.2 Notice of Redemption; Partial
Redemptions. . . . . . . . . . . 62
Section 11.3 Payment of Securities Called for
Redemption . . . . . . . . . . . 63
Section 11.4 Exclusion of Certain Securities from
Eligibility for Selection for
Redemption. . . . . . . . . . . . 64
Section 11.5 Mandatory and Optional Sinking
Funds. . . . . . . . . . . . . . 64
Section 11.6 Conversion Arrangement on Call for
Redemption . . . . . . . . . . . 67

ARTICLE TWELVE

SUBORDINATION

Section 12.1 Applicability of Article; Securities
Subordinated to Senior Indebtedness. . . . . 67
Section 12.2 Issuer Not to Make payments with Respect
to Subordinated Securities in Certain
Circumstances. . . . . . . . . . 68
Section 12.3 Subordinated Securities Subordinated to
Prior Payment of All Senior Indebtedness on
Dissolution, Liquidation or
Reorganization of Issuer . . . . 69
Section 12.4 Holders of Subordinated Securities to be
Subrogated to Right of Holders of
Senior Indebtedness. . . . . . . 70
Section 12.5 Obligation of the Issuer
Unconditional. . . . . . . . . . 71
Section 12.6 Trustee Entitled to Assume Payments Not
Prohibited in Absence of Notice. . . . . . . . 72
Section 12.7 Application by Trustee of Monies or
Government Obligations Deposited
With It. . . . . . . . . . . . . 72
Section 12.8 Subordination Rights Not Impaired by Acts
or Omissions of Issuer or Holders of
Senior Indebtedness. . . . . . . 73
Section 12.9 Securityholders Authorize Trustee to
Effectuate Subordination of
Securities . . . . . . . . . . . 73
Section 12.10 Right of Trustee to Hold Senior
Indebtedness. . . . . . . . . . 73
Section 12.11 Article Twelve Not to Prevent Events of
Defaults. . . . . . . . . . . . 74

ARTICLE THIRTEEN

CONVERSION

Section 13.1 Applicability of Article. . . . 74
Section 13.2 Conversion Privilege. . . . . . 74
Section 13.3 Conversion Procedure. . . . . . 75
Section 13.4 Fractional Shares . . . . . . . 76
Section 13.5 Taxes on Conversion . . . . . . 76
Section 13.6 Issuer to Provide Stock . . . . 76
Section 13.7 Adjustment for Change in
Capital Stock. . . . . . . . . . 77
Section 13.8 Adjustment for Rights Issue . . . . 77
Section 13.9 Adjustments for Other Distributions . . . . 79
Section 13.10 Voluntary Adjustment. . . . . . . . . 79
Section 13.11 Certain Definitions . . . . . . . . . 80
Section 13.12 When Adjustment May Be Deferred . . . . . 81
Section 13.13 When Adjustment Is Not Required . . . . . 81
Section 13.14 Notice of Adjustment. . . . . . . . . 82
Section 13.15 Notice of Certain Transactions. . . . 82
Section 13.16 Consolidation, Merger or Sale of the
Issuer. . . . . . . . . . . . . 83
Section 13.17 Issuer Determination Final. . . . . . 83
Section 13.18 Trustee's Disclaimer. . . . . . . . . 83
Section 13.19 Simultaneous Adjustments. . . . . . . 83

ARTICLE FOURTEEN

MISCELLANEOUS PROVISIONS

Section 14.1 Incorporators, Stockholders, Officers
and Directors of Issuer Exempt from
Individual Liability . . . . . . 84
Section 14.2 Provisions of Indenture for the Sole
Benefit of Parties and Holders of
Securities and Coupons. . . . . . 84
Section 14.3 Successors and Assigns of Issuer Bound
by Indenture. . . . . . . . . . . 84
Section 14.4 Notices and Demands on Issuer, Trustee
and Holders of Securities and
Coupons . . . . . . . . . . . . . 84
Section 14.5 Officers' Certificates and Opinions of
Counsel; Statements to be Contained
Therein . . . . . . . . . . . . . 85
Section 14.6 Payments Due on Saturdays, Sundays and
Holidays. . . . . . . . . . . . . 86
Section 14.7 Conflict of any Provision of Indenture
with Trust Indenture Act of 1939. . . . . . . 86
Section 14.8 Michigan Law to Govern. . . . . . . . 86
Section 14.9 Counterparts. . . . . . . . . . . . . 87
Section 14.10 Effect of Headings. . . . . . . . . . 87
Section 14.11 Separability Clause . . . . . . . . . 87

TESTIMONIUM. . . . . . . . . . . . . . . . . 88

SIGNATURES . . . . . . . . . . . . . . . . . 88

<PAGE>

THIS INDENTURE dated as of ____________, 1996 between CMS Energy
Corporation, a Michigan corporation (the "Issuer"), and The Bank of New York,
as trustee (the "Trustee").

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the issue from time to time
of its debentures, notes, bonds or other evidences of indebtedness to be
issued in one or more series (the "Securities") up to such principal
amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture;

WHEREAS, the Issuer has duly authorized the execution and delivery
of this Indenture to provide, among other things, for the authentication,
delivery and administration of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid
indenture and agreement according to its terms have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the
Securities by the holders thereof, the Issuer and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the
respective holders from time to time of the Securities and of the Coupons,
if any, appertaining thereto as follows:

ARTICLE ONE

DEFINITIONS
___________

Section 1.1 CERTAIN TERMS DEFINED. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly
requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this
Section. All other terms used in this Indenture that are defined in the
Trust Indenture Act of 1939, including terms defined therein by reference
to the Securities Act of 1933, as amended (except as herein otherwise
expressly provided or unless the context otherwise requires), shall have
the meanings assigned to such terms in said Trust Indenture Act and in
said Securities Act as in force at the date of this Indenture. All
accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting
principles" means such accounting principles as are generally accepted in
the United States of America at the time of any computation. The words
"herein", "hereof" and "hereunder" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or
other subdivision. The terms defined in this Article include the plural
as well as the singular.

"Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

"Authenticating Agent" shall have the meaning set forth in Section
6.14.

"Authorized Newspaper" means a newspaper published in English at
least once a day for at least five days in each calendar week and of
general circulation in The City of New York, State of New York. If it
shall be impractical in the opinion of the Trustee to make any publication
of any notice required hereby in an Authorized Newspaper, any publication
or other notice in lieu thereof which is made or given with the approval
of the Trustee shall constitute a sufficient publication of such notice.

"Board of Directors" means either the Board of Directors of the
Issuer or any committee of such Board duly authorized to act on its
behalf.

"Board Resolution" means a copy of one or more resolutions,
certified by the secretary or an assistant secretary of the Issuer to have
been duly adopted or consented to by the Board of Directors and to be in
full force and effect, and delivered to the Trustee.

"Business Day" means, with respect to any series of Securities, a
day on which, in any city where amounts are payable on the Securities of
such series as therein specified, banking institutions are not authorized
or required by law or regulation to close.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution and delivery of this
Indenture such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act of 1939, then the body
performing such duties at such time.

"Common Stock" means the Common Stock, $.01 par value, of the
Issuer as it exists on the date of this Indenture and stock of any other
class into which such Common Stock may thereafter have been changed.

"Conversion Agent" shall mean the office or agency where the
Securities of each series that is convertible may be presented for
conversion as set forth in Section 3.2.

"Convertible Securities" means any or all options, warrants,
securities and rights, except the Securities, which are convertible into
or exercisable or exchangeable for Common Stock or which otherwise entitle
the holder thereof to subscribe for, purchase or otherwise acquire Common
Stock.

"Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any particular time,
be principally administered, which office is, at the date as of which this
Indenture is dated, located at 101 Barclay Street, New York, New York
10286.

"Coupon" means any interest coupon appertaining to a Security.

"Covenant Defeasance" shall have the meaning set forth in Section
10.1(C).

"Depository" means, with respect to the Securities of any series
issuable or issued in the form of one or more Registered Global
Securities, the Person designated as Depository by the Issuer pursuant to
Section 2.3, which must be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any other applicable
statute or regulation, until a successor Depository shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Depository" shall mean each Person who is then a Depository hereunder;
and if at any time there is more than one such Person, "Depository" as
used with respect to the Securities of any such series shall mean each
Depository with respect to the Registered Global Securities of such
series.

"Event of Default" means any event or condition specified as such
in Section 5.1.

"Government Obligations" means direct obligations of the United
States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an
agency or instrumentality of the United States and the payment of which is
unconditionally guaranteed by the United States, and shall also include a
depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of
interest on or principal of any such Government Obligation held by such
custodian for the account of a holder of a depository receipt; provided
that (except as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal
of the Government Obligation evidenced by such depository receipt.

"Holder", "Holder of Securities", "Securityholder" or other similar
terms mean (a) in the case of any Registered Security, the Person in whose
name such Security is registered in the Security Register kept by the
Issuer for that purpose in accordance with the terms hereof, and (b) in
the case of any Unregistered Security, the bearer of such Security, or any
Coupon appertaining thereto, as the case may be.

"Indenture" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended
or supplemented or both, and shall include the forms and terms of
particular series of Securities established as provided hereunder.

"Interest" means, when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity or
upon default in any other payment due on such Security, interest payable
after Maturity or upon such default, as the case may be.

"Interest Payment Date" means (a) the date or dates, if any, on
which interest is to be paid on any Security as established pursuant to
Section 2.3(f) (provided, however, that the first Interest Payment Date
for any Security, the Original Issue Date of which is after a Record Date
but prior to the respective Interest Payment Date, shall be the Interest
Payment Date following the next succeeding Record Date), (b) the date of
maturity or redemption of such Security, and (c) only with respect to
defaulted interest on such Security, the date established for the payment
of such defaulted interest pursuant to Section 2.7 hereof.

"Issuer" means (except as otherwise provided in Article Six) CMS
Energy Corporation, a Michigan corporation, and, subject to Article Nine,
its successors and assigns.

"Issuer Order" means a written statement, request or order of the
Issuer signed in its name by the Chairman, the President or any Vice
President (whether or not designated by a number or numbers or a word or
words added before or after the title "Vice President") or by the
Treasurer of the Issuer.

"Maturity" means, when used with respect to any Security, the date
on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise.

"Officers' Certificate" means a certificate signed by the Chairman,
the President or any Vice President (whether or not designated by a number
or numbers or a word or words added before or after the title "Vice
President"), and by the Chief Financial Officer, Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary, of the Issuer and
delivered to the Trustee. Except as otherwise provided herein, each such
certificate shall include the statements provided for in Section 14.5.

"Opinion of Counsel" means an opinion in writing signed by the
counsel of the Issuer as designated by the Board of Directors or by such
other legal counsel who may be an employee of or regular counsel to the
Issuer and who shall be satisfactory to the Trustee. Each such opinion
shall include the statements provided for in Section 14.5, if and to the
extent required thereby.

"Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security
(or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

"Original Issue Discount" of any debt security, including any
Original Issue Discount Security, means the difference between the
principal amount of such debt security and the initial issue price of such
debt security (as set forth, in the case of an Original Issue Discount
Security, on the face of such Security).

"Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.1.

"Outstanding" (except as otherwise provided in Section 6.8), when
used with reference to Securities, shall, subject to the provisions of
Section 7.4, mean, as of any particular time, all Securities theretofore
authenticated and delivered by the Trustee under this Indenture, except:

(a) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for the payment or
redemption of which moneys or Government Obligations (as
provided for in Section 10.1) in the necessary amount shall
have been theretofore deposited in trust with the Trustee or
with any paying agent (other than the Issuer) or shall have
been set aside, segregated and held in trust by the Issuer
for the Holders of such Securities (if the Issuer shall act
as its own paying agent), provided that if such Securities,
or portions thereof, are to be redeemed prior to the
Maturity thereof, notice of such redemption shall have been
given as herein provided, or provision satisfactory to the
Trustee shall have been made for giving such notice; and

(c) Securities which shall have been paid or in
substitution for which other Securities shall have been
authenticated and delivered pursuant to the terms of
Section 2.9 (except with respect to any such Security as to
which proof satisfactory to the Trustee is presented that
such Security is held by a Person in whose hands such
Security is a legal, valid and binding obligation of the
Issuer).

In determining whether the Holders of the requisite principal
amount of Outstanding Securities of any or all series have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, (a) the principal amount of an Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.1, and (b) Securities owned by the
Issuer or any other obligor upon the Securities of any Affiliate of the
Issuer or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned as
described in clause (b) above which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Securities
and that the pledgee is not the Issuer or any other obligor upon the
Securities or an Affiliate of the Issuer or of such other obligor.

"Periodic Offering" means an offering of Securities of any series
from time to time, the specific terms of which Securities, including,
without limitation, the rate or rates of interest, if any, thereon, the
stated maturity or maturities thereof and the redemption provisions, if
any, with respect thereto are to be determined by the Issuer or its agents
upon the issuance of such Securities.

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

"Principal", of a debt security, including any Security, means the
amount (including, without limitation, if and to the extent applicable,
any premium and, in the case of an Original Issue Discount Security, any
accrued original issue discount, but excluding interest) that is payable
with respect to such debt security as of any date and for any purpose
(including, without limitation, in connection with any sinking fund, upon
any redemption at the option of the Issuer, upon any purchase or exchange
at the option of the Issuer or the Holder of such debt security and upon
any acceleration of the Maturity of such debt security) and shall be
deemed to include the words "and premium, if any".

"Record Date" shall have the meaning set forth in Section 2.7.

"Registered Global Security" means a Security evidencing all or a
part of a series of Securities issued to the Depository, or its nominee,
for such series in accordance with Section 2.4, and bearing the legend
prescribed in Section 2.4.

"Registered Security" means any Security registered on the Security
Register of the Issuer.

"Responsible Officer", when used with respect to the Trustee, means
the chairman of the board of directors, any vice chairman of the board of
directors, the chairman of the trust committee, the chairman of the
executive committee, any vice chairman of the executive committee, the
president, any vice president (whether or not designated by numbers or
words added before or after the title "vice president"), the cashier, the
secretary, the treasurer, any trust officer, any assistant trust officer,
any assistant vice president, any assistant cashier, any assistant
secretary, any assistant treasurer or any other officer or assistant
officer of the Trustee customarily performing 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
his knowledge of and familiarity with the particular subject.

"Security" or "Securities" (except as otherwise provided in
Section 6.8) shall have the meaning stated in the first recital of this
Indenture and, more particularly, any Securities that have been
authenticated and delivered under this Indenture.

"Security Register" and "Security Registrar" shall have the
respective meanings set forth in Section 2.8.

"Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Issuer or
by one or more other Subsidiaries. For the purposes of this definition,
"voting stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.

"Stated Maturity" means, when used with respect to any Security or
any installment of principal thereof or interest thereon, the date
specified in such Security as the fixed date on which the principal of
such Security or such installment of principal or interest is due and
payable.

"Trust Indenture Act of 1939" or "Trust Indenture Act" (except as
otherwise provided in Sections 8.1 and 8.2) means the Trust Indenture Act
of 1939 as in force at the date as of which this Indenture was originally
executed.

"Trustee" means the Person identified as the "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee. "Trustee" shall also mean or include each
Person who is then a trustee hereunder; and if at any time there is more
than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the trustee with respect to the Securities of such
series.

"Unregistered Security" means any Security other than a Registered
Security.

"Yield to Maturity" means the yield to Maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series,
in accordance with accepted financial practice.

Section 1.2 OTHER DEFINITIONS.

TERM

DEFINED IN SECTION

Average Market Price . . . . . . . . . . . 13.11
Current market price . . . . . . . . . . . 13.11
Determination Date . . . . . . . . . . . . 13.11
Ex-Dividend Date . . . . . . . . . . . . . 13.11
Senior Indebtedness. . . . . . . . . . . . 12.1(b)

ARTICLE TWO

SECURITIES

Section 2.1 FORMS GENERALLY. The Securities of each series and
the Coupons, if any, to be attached thereto shall be substantially in such
form (not inconsistent with this Indenture) as shall be established by or
pursuant to one or more Board Resolutions (as set forth in a Board
Resolution or, to the extent established pursuant to rather than set forth
in a Board Resolution, an Officers' Certificate detailing such
establishment) or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have
imprinted or otherwise reproduced thereon such letters, numbers or other
marks of identification and such legend or legends or endorsements, not
inconsistent with the provisions of this Indenture, as may be required to
comply with any law or with any rules or regulations pursuant thereto, or
with any rules of any securities exchange or to conform to general usage,
all as may be determined by the officers executing such Securities and
Coupons, if any, as evidenced by their execution of such Securities and
Coupons.

The definitive Securities and Coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in
any other manner, all as determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons.

Section 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

________________________,
The Bank of New York,
as Trustee

By _______________________
Authorized Signatory"

If at any time there shall be an Authenticating Agent appointed
with respect to any series of Securities, then the Trustee's certificate
of authentication to be borne by the Securities of each such series shall
be substantially as follows:

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

_________________________,
as Authenticating Agent

By _______________________
Authorized Signatory"

Section 2.3 AMOUNT UNLIMITED; ISSUABLE IN SERIES.

(a) The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

(b) The Securities may be issued in one or more series and shall
be direct obligations of the Issuer.

(c) Each Security shall be dated and issued as of the date of its
authentication by the Trustee, which is its Original Issue Date; each
Security issued upon transfer, exchange or substitution of a Security
shall bear the Original Issue Date or Dates of such transferred, exchanged
or substituted Security.

(d) Each Security shall bear interest from the later of (1) its
Original Issue Date, or (2) the most recent Interest Payment Date to which
interest has been paid or duly provided for with respect to such Security
until the principal of such Security is paid or made available for
payment, and interest on each Security shall be payable on each Interest
Payment Date after the date of such Security.

(e) Each Security shall mature on a date specified in the Security
not less than nine months nor more than 40 years after the Original Issue
Date, and the principal amount of each outstanding Security shall be
payable on the Maturity specified therein.

(f) There shall be established in or pursuant to one or more Board
Resolutions (and, to the extent established pursuant to rather than set
forth in a Board Resolution, in an Officers' Certificate detailing such
establishment) or established in one or more indentures supplemental
hereto, prior to the initial issuance of Securities of any series:

(1) the designation of the Securities of such series, which
shall distinguish the Securities of such series from the Securities of all
other series;

(2) any limit upon the aggregate principal amount of the
Securities of such series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of such series pursuant to Section 2.8, 2.9, 2.11, 8.5 or
11.3);

(3) subject to Section 2.3(e), the date or dates (and whether
fixed or extendible) on which the principal of the Securities of such
series is payable;

(4) the date from which interest on the Securities of such
series shall begin to accrue, the rate or rates at which the Securities of
such series shall bear interest, if any, the Interest Payment Date or
Dates for the Securities of such series and the Record Date (in the case
of Registered Securities) for interest payable on any Interest Payment
Date and/or the method by which such rate or rates shall be determined;

(5) the place or places where the principal of and any
interest on Securities of such series shall be payable and where such
Securities may be registered or transferred (if in addition to, or other
than, as provided in Section 3.2);

(6) any provisions relating to the issuance of Securities of
such series at an original issue discount (including, without limitation,
the issue price thereof, the rate or rates at which such original issue
discount shall accrue, if any, and the dates from or to which or periods
during which such original issue discount shall accrue at such rate or
rates);

(7) the right, if any, of the Issuer to redeem or purchase
Securities of such series, in whole or in part, at its option and the
period or periods within which, the price or prices at which and any terms
and conditions upon which Securities of such series may be so redeemed;

(8) the obligation, if any, of the Issuer to redeem, purchase
or repay Securities of such series pursuant to any mandatory redemption,
sinking fund or analogous provisions or at the option of a Holder thereof
and the price or prices at which and the period or periods within which
and any terms and conditions upon which Securities of such series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such
obligation;

(9) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which Securities of such series
shall be issuable;

(10) the obligation, if any, of the Issuer to permit the
conversion of Securities of such series into Common Stock and the terms
and conditions upon which such conversion shall be effected (including,
without limitation, the initial conversion price or rate, the conversion
period and any other provision in addition to or in lieu of those set
forth in Article Thirteen of this Indenture relative to such obligation);

(11) if other than the entire principal amount thereof, the
portion of the principal amount of Securities of such series which shall
be payable upon acceleration of the Maturity thereof pursuant to
Section 5.1 or, if applicable, which is convertible in accordance with
Article Thirteen;

(12) whether the Securities of such series will be
subordinated to the payment of Senior Indebtedness on the terms and
conditions set forth in Article Twelve and whether such subordination
shall be subject to any provisions in addition to or in lieu of those set
forth in Article Twelve;

(13) whether the Securities of such series will be issuable as
Registered Securities (and if so, whether such Securities will be issuable
in whole or in part as Registered Global Securities) or Unregistered
Securities (with or without Coupons), or any combination of the foregoing,
any restrictions applicable to the offer, sale or delivery of Unregistered
Securities or the payment of interest thereon and, if other than as
provided in Section 2.8, the terms upon which Unregistered Securities of
such series may be exchanged for Registered Securities of such series and
vice versa;

(14) whether and under what circumstances the Issuer will pay
additional amounts on the Securities of such series held by a person who
is not a U.S. Person in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether the Issuer will have the
option to redeem such Securities rather than pay such additional amounts;

(15) if the Securities of such series are to be issuable in
definitive form (whether upon original issue or upon exchange of a
temporary Security of such series) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, and
the form and terms of any such certificates, documents or conditions;

(16) any trustees, depositaries, authenticating or paying
agents, transfer agents, conversion agents or registrars or any other
agents with respect to the Securities of such series;

(17) any events of default or covenants with respect to the
Securities of such series other than those specified herein;

(18) the Person to whom any interest on a Security of such
series shall be payable, if other than the Person in whose name the
Security (or one or more predecessor Securities) is registered at the
close of business on the Record Date for such interest;

(19) if the Securities of such series shall be issued in whole
or in part in the form of one or more Registered Global Securities,
whether beneficial owners of interests in any such Registered Global
Security may exchange such interests for Securities of such series of like
tenor and of authorized form and denomination and the circumstances under
which any such changes may occur, if other than in the manner provided in
Section 2.8;

(20) the right of the Issuer, if any, to defer any payment of
principal of or interest on the Securities of such series, and the maximum
length of any such deferral period;

(21) whether any property will be pledged to secure the
Securities; and

(22) any other terms of such series (which terms shall not be
inconsistent with the provisions of this Indenture).

All Securities of any one series and Coupons, if any, appertaining
thereto shall be substantially identical, except in the case of Registered
Securities as to denomination and except as may otherwise be provided by
or pursuant to the Board Resolution or Officers' Certificate referred to
above or as set forth in any indenture supplemental hereto referred to
above. All Securities of any one series need not be issued at the same
time and may be issued from time to time, consistent with the terms of
this Indenture, if so provided by or pursuant to such Board Resolution,
such Officers' Certificate or in any such indenture supplemental hereto.

Section 2.4 AUTHENTICATION AND DELIVERY OF SECURITIES. The Issuer
may from time to time deliver Securities of any series, having attached
thereto appropriate Coupons, if any, executed by the Issuer to the Trustee
for authentication, together with the applicable documents referred to
below in this Section, and the Trustee shall thereupon authenticate and
make available for delivery such Securities to or upon the order of the
Issuer (contained in the Issuer Order referred to below in this Section)
or pursuant to such procedures acceptable to the Trustee and to such
recipients as may be specified from time to time by an Issuer Order. If
so provided in the Board Resolution, Officers' Certificate or supplemental
indenture establishing the Securities of any series, the maturity date,
Original Issue Date, interest rate, Interest Payment Date or Dates and any
other terms of any or all of the Securities of such series and the
Coupons, if any, appertaining thereto may be determined by or pursuant to
such Issuer Order and procedures. If provided for in such procedures,
such Issuer Order may authorize authentication and delivery pursuant to
instructions (from the Issuer or its duly authorized agent) in writing, by
facsimile or any other method mutually agreed upon by the Issuer and
Trustee. In authenticating the Securities of a series and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive (but, in the case of
subparagraphs 2, 3 and 4 below, only at or before the time of the first
request of the Issuer to the Trustee to authenticate Securities of such
series, however, any request after the first shall be deemed to include
the representation of the Issuer that the document previously delivered
pursuant to subparagraphs 2, 3 and 4 below are still true and in effect)
and (subject to Section 6.1) shall be fully protected in relying upon,
unless and until such documents have been superseded or revoked:

(1) an Issuer Order requesting such authentication and setting
forth delivery instructions if the Securities and the Coupons, if any, are
not to be delivered to the Issuer, provided that, with respect to
Securities of a series subject to a Periodic Offering, (a) such Issuer
Order may be delivered by the Issuer to the Trustee at any time prior to
the delivery to the Trustee of the Securities of such series for
authentication and delivery, (b) the Trustee shall authenticate and
deliver the Securities of such series for original issue from time to
time, in an aggregate principal amount not exceeding the aggregate
principal amount established for such series, pursuant to an Issuer Order
or pursuant to such procedures acceptable to the Trustee as may be
specified from time to time by an Issuer Order, (c) if so provided in the
Board Resolution or supplemental indenture establishing the Securities of
such series, the maturity date, Original Issue Date, interest rate, the
Interest Payment Date or Dates and any other terms of any or all of the
Securities of such series may be determined by an Issuer Order or pursuant
to such procedures and (d) if provided for in such procedures, such Issuer
Order may authorize authentication and delivery pursuant to instructions
in writing, by facsimile or any other method mutually agreed upon by the
Issuer and Trustee;

(2) any Board Resolution, Officers' Certificate and/or
executed supplemental indenture referred to in Sections 2.1 and 2.3 by or
pursuant to which the forms and terms of the Securities of such series and
the Coupons, if any, were established;

(3) an Officers' Certificate setting forth the form or forms
and terms of the Securities of such series and the Coupons, if any,
stating (a) that such form or forms and terms have been established
pursuant to Sections 2.1 and 2.3 and comply with this Indenture, (b) the
aggregate principal amount of all of the Securities outstanding under this
Indenture and (c) the aggregate amount of interest paid with respect to
such outstanding Securities on the most recent Interest Payment Date and
covering such other matters as the Trustee may reasonably request; and

(4) at the option of the Issuer, either an Opinion of Counsel,
or a letter addressed to the Trustee permitting it to rely on an Opinion
of Counsel, substantially to the effect that:

(a) the forms of the Securities of such series and the
Coupons, if any, have been duly authorized and established in conformity
with the provisions of this Indenture;

(b) the terms of the Securities of such series have been
duly authorized and established in conformity with the provisions of this
Indenture;

(c) when the Securities of such series and the Coupons,
if any, have been executed by the Issuer and authenticated by the Trustee
in accordance with the provisions of this Indenture and delivered to and
duly paid for by the purchasers thereof, they will have been duly issued
under this Indenture and will be valid and legally binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors'
rights and to general principles of equity, and will be entitled to the
benefits of this Indenture;

(d) the Indenture has been duly authorized, executed and
delivered by the Issuer and constitutes a legal, valid and binding
agreement of the Issuer, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors'
rights and to general principles of equity;

(e) the Indenture is qualified under the Trust Indenture
Act;

(f) the issuance of the Securities will not result in any
default under this Indenture, or any other contract, indenture, loan
agreement or other instrument to which the Issuer is a party or by which
it or any of its property is bound; and

(g) no consent, approval, authorization, order,
registration or qualification of or with any governmental agency or body
having jurisdiction over the Issuer is required for the execution and
delivery of the Securities of such series by the Issuer, except such as
have been obtained (except that no opinion need be expressed as to state
securities or Blue Sky laws).

The Trustee shall have the right to decline to authenticate and
deliver any Securities of any series under this Section (other than
Securities the forms and terms of which shall have been established by
supplemental indenture) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if
the Trustee in good faith by its board of directors or board of trustees,
executive committee or a trust committee of directors, trustees or Respon-
sible Officers shall determine that such action would expose the Trustee
to personal liability to existing Holders or would affect the Trustee's
rights, duties or immunities under the Securities of any such series, this
Indenture or otherwise.

If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more
Registered Global Securities, then the Issuer shall execute and the Trus-
tee shall, in accordance with this Section and the Issuer Order with
respect to such series, authenticate and make available for delivery one
or more Registered Global Securities that (i) shall be in an aggregate
amount equal to the aggregate principal amount specified in such Issuer
Order, (ii) shall be registered in the name of the Depository therefor or
its nominee, (iii) shall be delivered by the Trustee to such Depository or
pursuant to such Depository's instructions and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged
in whole or in part for Securities in definitive registered form, this
Security may not be transferred except as a whole by the Depository to the
nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such successor
Depository."

Section 2.5 EXECUTION OF SECURITIES. The Securities shall be
signed on behalf of the Issuer by both (a) its Chairman, its President or
any Vice President (whether or not designated by a number or numbers or a
word or words added before or after the title "Vice President"), under its
corporate seal reproduced thereon, which need not be attested and (b) by
its Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary. Such signatures may be the manual
or facsimile signatures of such officers. Typographical and other minor
errors or defects in any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and
delivered by the Trustee. The Coupons, if any, applicable to the
Securities of any series shall bear the facsimile signature of the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Secretary
or any Assistant Secretary of the Issuer.

In case any officer of the Issuer who shall have so signed any of
the Securities or Coupons, if any, shall cease to be such officer before
the Security or Coupon so signed (or the Security to which the Coupon so
signed appertains) shall be authenticated and delivered by the Trustee or
disposed of by the Issuer, such Security or Coupon nevertheless may be
authenticated and delivered or disposed of as though the person who signed
such Security or Coupon had not ceased to be such officer of the Issuer;
and any Security or Coupon may be so signed on behalf of the Issuer by
such persons as, at the actual date of the execution of such Security or
Coupon, shall be the proper officers of the Issuer, although at the date
of the execution and delivery of this Indenture any such person was not
such an officer.

Section 2.6 CERTIFICATE OF AUTHENTICATION. Only such Securities
as shall bear thereon a certificate of authentication substantially in the
form hereinbefore recited, executed by the Trustee by the manual signature
of one of its authorized signatories, shall be entitled to the benefits of
this Indenture or be valid or obligatory for any purpose. No Coupon shall
be entitled to the benefits of this Indenture or shall be valid and
obligatory for any purpose until the certificate of authentication on the
Security to which such Coupon appertains shall have been duly executed by
the Trustee. The execution of such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered
hereunder and that the Holder is entitled to the benefits of this
Indenture. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the
Issuer, and the Issuer shall deliver such Security to the Trustee for
cancellation as provided in Section 2.10, together with a written
statement (which need not comply with Section 14.5 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never
been issued and sold by the Issuer, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

Section 2.7 DENOMINATION OF SECURITIES; PAYMENTS OF INTEREST. The
Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by
Section 2.3 or, if not so established, in denominations of $1,000 and any
integral multiple thereof. The Securities of each series shall be
numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Issuer executing the same
may determine with the approval of the Trustee, as evidenced by the
execution and authentication thereof.

The Securities of each series shall bear interest, if any, from the
date, and such interest shall be payable on the Interest Payment Dates,
established as contemplated by Section 2.3.

The Person in whose name any Registered Security of any series is
registered at the close of business on any Record Date applicable to such
series with respect to any Interest Payment Date for such series shall be
entitled to receive the interest, if any, payable on such Interest Payment
Date notwithstanding any transfer, exchange or conversion of such
Registered Security subsequent to the Record Date and prior to such
Interest Payment Date, except if and to the extent the Issuer shall
default in the payment of the interest due on such Interest Payment Date,
in which case such defaulted interest shall be paid to the Persons in
whose names Outstanding Registered Securities of such series are
registered at the close of business on a subsequent Record Date (which
shall be not less than five Business Days prior to the date of payment of
such defaulted interest) established by notice given by mail by or on
behalf of the Issuer to the Holders of Registered Securities of such
series not less than 15 days preceding such subsequent Record Date. The
term "Record Date", as used with respect to any Interest Payment Date
(except a date for payment of defaulted interest) for the Securities of
any series, shall mean the date specified as such in the terms of the
Registered Securities of such series established as contemplated by
Section 2.3.

Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such
other Security.

Section 2.8 REGISTRATION, TRANSFER AND EXCHANGE. The Issuer will
keep, or cause to be kept, at the Corporate Trust Office and at each other
office or agency to be maintained for the purpose as provided in
Section 3.2 for each series of Securities a register or registers
(collectively, the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, it will provide for the
registration of Registered Securities of such series and the registration
of transfer of Registered Securities of such series. The Security
Register shall be in written form in the English language or in any other
form capable of being converted into such form within a reasonable time.
At all reasonable times such register or registers not maintained by the
Trustee shall be open for inspection by the Trustee. Unless and until
otherwise determined by the Issuer pursuant to Section 2.3, the Security
Register with respect to each series of Registered Securities shall be
kept solely at the Corporate Trust Office and, for this purpose, the
Trustee shall be designated the "Security Registrar."

Upon due presentation for registration of transfer of any
Registered Security of any series at any such office or agency, the Issuer
shall execute and the Trustee shall authenticate and deliver in the name
of the transferee or transferees a new Registered Security or Registered
Securities of the same series, maturity date and interest rate in
authorized denominations for a like aggregate principal amount.

Unregistered Securities (except for any temporary global
Unregistered Securities) and Coupons (except for Coupons attached to any
temporary global Unregistered Securities) shall be transferable as set
forth in the preceding paragraph solely upon delivery of such Securities
at any such office or agency.

At the option of the Holder thereof, Registered Securities of any
series (other than a Registered Global Security, except as set forth
below) may be exchanged for one or more Registered Securities of such
series in authorized denominations for a like aggregate principal amount,
upon surrender of such Registered Securities to be exchanged at the office
or agency to be maintained for such purpose in accordance with Section 3.2
and upon payment, if the Issuer shall so require, of the charges
hereinafter provided. If the Securities of any series are issued in both
registered and unregistered form, except as otherwise specified for a
particular series pursuant to Section 2.3, at the option of the Holder
thereof, Unregistered Securities of any series may be exchanged for
Registered Securities of such series in authorized denominations for a
like aggregate principal amount, upon surrender of such Unregistered
Securities to be exchanged at the office or agency to be maintained for
such purpose in accordance with Section 3.2, with, in the case of
Unregistered Securities that have Coupons attached, all unmatured Coupons
and all matured Coupons in default thereto appertaining, and upon payment,
if the Issuer shall so require, of the charges hereinafter provided. At
the option of the Holder thereof, if Unregistered Securities of any
series, maturity date, interest rate and Original Issue Date are issued in
more than one authorized denomination, except as otherwise specified for a
particular series pursuant to Section 2.3, such Unregistered Securities
may be exchanged for other Unregistered Securities of such series in
authorized denominations for a like aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the office or
agency to be maintained for such purpose in accordance with Section 3.2 or
as specified for a particular series pursuant to Section 2.3, with, in the
case of Unregistered Securities that have Coupons attached, all unmatured
Coupons and all matured Coupons in default thereto appertaining, and upon
payment, if the Issuer shall so require, of the charges hereinafter
provided. Unless otherwise specified for a particular series pursuant to
Section 2.3, Registered Securities of any series may not be exchanged for
Unregistered Securities of such series. Whenever any Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive. All Securities and Coupons surrendered
upon any exchange or transfer provided for in this Indenture shall be
promptly cancelled by the Trustee and the Trustee will deliver a
certificate of cancellation thereof to the issuer.

All Registered Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Trustee
duly executed by, the Holder or his attorney duly authorized in writing.

The Issuer may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Securities, other than exchanges
pursuant to Sections 2.11, 8.5 and 11.2 not involving any transfer. No
service charge shall be made for any such transaction.

The Issuer shall not be required to (a) issue, exchange or register
a transfer of any Securities of any series for a period of 15 days next
preceding the first mailing or publication of notice of redemption of
Securities of such series to be redeemed or (b) exchange or register the
transfer of any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed.

Notwithstanding any other provision of this Section, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a
portion of the Securities of a series may not be transferred except as a
whole by the Depository for such Registered Global Security to a nominee
of such Depository or by a nominee of such Depository to such Depository
or another nominee of such Depository or by such Depository or any such
nominee to a successor Depository for such Registered Global Security or a
nominee of such successor Depository.

If at any time a Depository for any Registered Securities of a
series represented by one or more Registered Global Securities notifies
the Issuer that it is unwilling or unable to continue as Depository for
such Registered Securities or if at any time any such Depository shall no
longer be eligible as a Depository, the Issuer shall appoint a successor
Depository with respect to the Registered Securities held by such
Depository. If a successor Depository is not appointed by the Issuer
within 90 days after the Issuer receives such notice or becomes aware of
such ineligibility, the Registered Securities of such series shall no
longer be represented by one or more Registered Global Securities held by
such Depository, and the Issuer shall execute, and the Trustee, upon
receipt of an Issuer Order for the authentication and delivery of
definitive Securities of such series, shall authenticate and deliver
Securities of such series in definitive registered form without coupons,
in any authorized denominations and in an aggregate principal amount equal
to the principal amount of the Registered Global Security or Securities
held by such Depository in exchange for such Registered Global Security or
Securities.

Within seven days after the occurrence of an Event of Default
specified in clause (a), (b) or (c) of Section 5.1 with respect to any
series of Registered Global Securities, the Issuer shall execute, and the
Trustee shall authenticate and make available for delivery, Securities of
such series in definitive registered form without Coupons, in any
authorized denominations and in an aggregate principal amount equal to the
principal amount of the Registered Global Security or Securities
representing Registered Securities of such series in exchange for such
Registered Global Security or Securities.

The Issuer may at any time and in its sole discretion determine
that the Registered Securities of a particular series shall no longer be
represented by a Registered Global Security or Securities. In such event,
the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order
for the authentication and delivery of definitive Securities of such
series, shall authenticate and deliver, Securities of such series in
definitive registered form without Coupons, in any authorized
denominations and in an aggregate principal amount equal to the principal
amount of the Registered Global Security or Securities representing
Registered Securities of such series in exchange for such Registered
Global Security or Securities.

If so specified by the Issuer pursuant to Section 2.3 with respect
to Securities of a particular series represented by a Registered Global
Security, the Depository for such Registered Global Security may surrender
such Registered Global Security in exchange in whole or in part for
Securities of such series in definitive registered form on such terms as
are acceptable to the Issuer and such Depository. Thereupon, the Issuer
shall execute, and the Trustee shall authenticate and make available
for delivery:

(i) to each Person specified by such Depository a new
Registered Security or Securities of such series, in any authorized
denominations requested by such Person, in an aggregate principal amount
equal to, and in exchange for, such Person's beneficial interest in the
Registered Global Security; and

(ii) to such Depository a new Registered Global Security in a
denomination equal to the difference between the principal amount of the
surrendered Registered Global Security and the aggregate principal amount
of Registered Securities authenticated and delivered pursuant to clause
(i) above.

Upon the exchange of any Registered Global Security for Securities
in definitive registered form without Coupons, in authorized
denominations, such Registered Global Security shall be cancelled by the
Trustee or an agent of the Issuer or the Trustee. Securities in
definitive registered form without Coupons issued in exchange for a
Registered Global Security pursuant to this Section shall be registered in
such names and in such authorized denominations as the Depository for such
Registered Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee or an agent
of the Issuer or the Trustee. The Trustee or such agent shall deliver
such Securities to or as directed by the Persons in whose names such
Securities are so registered.

All Securities issued upon any registration of transfer or exchange
of Securities shall be valid obligations of the Issuer, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Issuer, the Trustee or any agent
of the Issuer or the Trustee (any of which, other than the Issuer, shall
rely on an Officers' Certificate and an Opinion of Counsel) shall be
required to exchange any Unregistered Security for a Registered Security
if such exchange would result in adverse Federal income tax consequences
to the Issuer (such as, for example, the inability of the Issuer to deduct
from its income, as computed for Federal income tax purposes, the interest
payable on the Unregistered Securities) under then applicable United
States Federal income tax laws.

Section 2.9 MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN
SECURITIES. In case any temporary or definitive Security or any Coupon
appertaining to any Security shall become mutilated, defaced or be
destroyed, lost or stolen, the Issuer in its discretion may execute, and
upon receipt of an Issuer Order, the Trustee shall authenticate and make
available for delivery a new Security of the same series, maturity date,
interest rate, Interest Payment Date or Dates and Original Issue Date,
bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced
Security, or in lieu of and in substitution for the Security so destroyed,
lost or stolen, with Coupons corresponding to the Coupons appertaining to
the Securities so mutilated, defaced, destroyed, lost or stolen, or in
exchange or substitution for the Security to which such mutilated,
defaced, destroyed, lost or stolen Coupon appertained, with Coupons
appertaining thereto corresponding to the Coupons so mutilated, defaced,
destroyed, lost or stolen. In every case the applicant for a substitute
Security or Coupon shall furnish to the Issuer and to the Trustee or any
agent of the Issuer or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them and any
agent of either of them harmless and, in every case of destruction, loss
or theft, evidence to their satisfaction of the destruction, loss or theft
of such Security or Coupon and of the ownership thereof and, in the case
of mutilation or defacement, shall surrender the Security and related
Coupons to the Trustee or such agent.

Upon the issuance of any substitute Security or Coupon, the Issuer
may require the payment 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 Trustee or its agent)
connected therewith. In case any Security or Coupon which has matured or
is about to mature or has been called for redemption in full shall become
mutilated or defaced or be destroyed, lost or stolen, the Issuer may,
instead of issuing a substitute Security, pay or authorize the payment of
the same or the relevant Coupon (without surrender thereof except in the
case of a mutilated or defaced Security or Coupon), if the applicant for
such payment shall furnish to the Issuer and to the Trustee or any agent
of the Issuer or the Trustee such security or indemnity as may be required
by them to save each of them harmless, and, in every case of destruction,
loss or theft, evidence to their satisfaction of the destruction, loss or
theft of such Security or Coupon and of the ownership thereof.

Every substitute Security or Coupon of any series issued pursuant
to the provisions of this Section by virtue of the fact that any such
Security or Coupon is destroyed, lost or stolen shall constitute an addi-
tional contractual obligation of the Issuer, whether or not the destroyed,
lost or stolen Security or Coupon shall be at any time enforceable by
anyone and shall be entitled to all the benefits of (but shall be subject
to all the limitations of rights set forth in) this Indenture equally and
proportionately with any and all other Securities or Coupons of such
series duly authenticated and delivered hereunder. All Securities and
Coupons shall be held and owned upon the express condition that, to the
extent permitted by law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, defaced, destroyed,
lost or stolen Securities and Coupons and shall preclude any and all other
rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their
surrender.

Section 2.10 CANCELLATION OF SECURITIES; DESTRUCTION THEREOF. All
Securities and Coupons surrendered for payment, redemption, registration
of transfer or exchange, or for credit against any payment in respect of a
sinking or analogous fund, if surrendered to the Issuer or any agent of
the Issuer or any agent of the Trustee, shall be delivered to the Trustee
or its agent for cancellation or, if surrendered to the Trustee, shall be
cancelled by it; and no Securities or Coupons shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee or its agent shall cancel Securities and Coupons
held by it and deliver a certificate of cancellation to the Issuer. If
the Issuer or its agent shall acquire any of the Securities or Coupons,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities or Coupons unless and until
the same are delivered to the Trustee or its agent for cancellation.

Section 2.11 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the
Trustee shall authenticate and deliver temporary Securities for such
series (printed, lithographed, typewritten or otherwise reproduced, in
each case in form satisfactory to the Trustee). Temporary Securities of
any series shall be issuable as Registered Securities without Coupons, or
as Unregistered Securities with or without Coupons attached thereto, of
any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may
be determined by the Issuer with the concurrence of the Trustee as
evidenced by the execution and authentication thereof. Temporary
Securities may contain such references to any provisions of this Indenture
as may be appropriate. Every temporary Security shall be executed by the
Issuer and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay the Issuer shall execute and shall
furnish definitive Securities of such series and thereupon temporary
Registered Securities of such series may be surrendered in exchange for
such definitive Securities in registered form without charge at each
office or agency to be maintained for such purpose in accordance with
Section 3.2 and, in the case of Unregistered Securities, at any office or
agency to be maintained for such purpose as specified pursuant to
Section 2.3, and the Trustee shall authenticate and make available for
delivery in exchange for such temporary Securities of such series an equal
aggregate principal amount of definitive Securities of the same series in
authorized denominations and, in the case of Unregistered Securities,
having attached thereto any appropriate Coupons. Until so exchanged, the
temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series, unless
otherwise established pursuant to Section 2.3. The provisions of this
Section are subject to any restrictions or limitations on the issue and
delivery of temporary Unregistered Securities of any series that may be
established pursuant to Section 2.3 (including any provision that
Unregistered Securities of such series initially be issued in the form of
a single Global Unregistered Security to be delivered to a depositary or
agency located outside the United States and the procedures pursuant to
which definitive Unregistered Securities of such series would be issued in
exchange for such temporary global Unregistered Security).

Section 2.12 COMPUTATION OF INTEREST. Except as otherwise
specified as contemplated by Section 2.3 for Securities of any series,
interest, if any, on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months.

ARTICLE THREE

COVENANTS OF THE ISSUER

Section 3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer
covenants and agrees for the benefit of each series of Securities that it
will duly and punctually pay or cause to be paid the principal of, and
interest, if any, on, each of the Securities of such series (together with
any additional amounts payable pursuant to the terms of such Securities)
at the place or places, at the respective times and in the manner provided
in such Securities and in the Coupons, if any, appertaining thereto and in
this Indenture. The interest on Securities with Coupons attached
(together with any additional amounts payable pursuant to the terms of
such Securities) shall be payable only upon presentation and surrender of
the several Coupons for such interest installments as are evidenced
thereby as they severally mature. If any temporary Unregistered Security
provides that interest thereon may be paid while in temporary form, the
interest on any such temporary Unregistered Security (together with any
additional amounts payable pursuant to the terms of such Security) shall
be paid, as to the installments of interest evidenced by Coupons attached
thereto, if any, only upon presentation and surrender thereof, and, as to
the other installments of interest, if any, only upon presentation of such
temporary Unregistered Security for notation thereon of the payment of
such interest, in each case subject to any restrictions that may be
established pursuant to Section 2.3. The interest on Registered
Securities (together with any additional amounts payable pursuant to the
terms of such Securities) shall be payable only to or upon the written
order of the Holders thereof and, at the option of the Issuer, may be paid
by wire transfer or by mailing checks for such interest payable to or upon
the written order of such Holders at their last addresses as they appear
on the registry books of the Issuer. If interest is to be paid by wire
transfer, such Holders must notify the Trustee within 5 Business Days
prior to the Record Date of the wire instructions.

Section 3.2 OFFICES FOR PAYMENTS, ETC. So long as any Registered
Securities are outstanding hereunder, the Issuer will maintain in The City
of New York, State of New York an office or agency where the Registered
Securities of each series may be presented for payment, where the
Securities of each series may be presented for exchange as in this
Indenture provided, where the Registered Securities of each series may be
presented for registration of transfer as in this Indenture provided and
where the Securities of each series that is convertible may be presented
for conversion as in this Indenture provided.

The Issuer will maintain one or more offices or agencies in a city
or cities located outside the United States (including any city in which
such an office or agency is required to be maintained under the rules of
any stock exchange on which the Securities of any series are listed) where
the Unregistered Securities, if any, of each series and Coupons, if any,
appertaining thereto may be presented for payment. No payment on any
Unregistered Security or Coupon will be made upon presentation of such
Unregistered Security or Coupon at an office or agency of the Issuer
within the United States, nor will any payment be made by transfer to an
account in, or by mail to an address in, the United States unless pursuant
to applicable United States laws and regulations then in effect such
payment can be made without adverse tax consequences to the Issuer.
Notwithstanding the foregoing, payments on Unregistered Securities of any
series and Coupons appertaining thereto may be made at an office or agency
of the Issuer maintained in the City of New York, State of New York, if
such payment at each office or agency maintained by the Issuer outside the
United States for payment on such Unregistered Securities is illegal or
effectively precluded by exchange controls or other similar restrictions.

The Issuer will maintain in The City of New York an office or
agency where notices and demands to or upon the Issuer in respect of the
Securities of any series, the Coupons appertaining thereto or this
Indenture may be served.

The Issuer will give to the Trustee prompt written notice of the
location of each such office or agency and of any change of location
thereof. In case the Issuer shall fail to maintain any office or agency
required by this Section to be located in The City of New York, State of
New York or shall fail to give such notice of the location or of any
change in the location of any of the above offices or agencies,
presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee, and, in such event, the Trustee
shall act as the Issuer's agent to receive all such presentations,
surrenders, notices and demands.

The Issuer may from time to time designate one or more additional
offices or agencies where the Securities of any series and any Coupons
appertaining thereto may be presented for payment, where the Securities of
such series may be presented for exchange as in this Indenture provided,
where the Registered Securities of such series may be presented for
registration of transfer as in this Indenture provided and where the
Securities of each series that is convertible may be presented for
conversion as in this Indenture provided, and the Issuer may from time to
time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain any office or agency provided for in this Section.
The Issuer will give to the Trustee prompt written notice of any such
designation or rescission thereof and of change in the location of any
such other office or agency.

Section 3.3 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE.
The Issuer, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee,
so that there shall at all times be a Trustee with respect to each series
of Securities hereunder.

Section 3.4 PAYING AGENTS. Whenever the Issuer shall appoint a
paying agent other than the Trustee with respect to the Securities of any
series, it will cause such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section:

(a) that such paying agent will hold all sums received by it
as such agent for the payment of the principal of or interest, if any, on
the Securities of such series (whether such sums have been paid to it by
the Issuer or by any other obligor on the Securities of such series) in
trust for the benefit of the Holders of the Securities of such series
entitled thereto and the Coupons appertaining thereto, if any, or of the
Trustee until such sums shall be paid to such Holders or otherwise
disposed of as herein provided;

(b) that such paying agent will give the Trustee notice of any
failure by the Issuer (or by any other obligor on the Securities of such
series) to make any payment of the principal of or interest on the
Securities of such series when the same shall be due and payable; and

(c) at any time during the continuance of any such failure,
upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such paying agent.

The Issuer will, on or prior to each due date of the principal of
or interest, if any, on the Securities of any series, deposit with the
paying agent a sum sufficient to pay such principal or interest so
becoming due, such sum to be held in trust for the benefit of the Holders
of the Securities of such series entitled to such principal or interest,
and (unless such paying agent is the Trustee) the Issuer will promptly
notify the Trustee of any failure to take such action.

If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the
principal of or interest, if any, on the Securities of such series, set
aside, segregate and hold in trust for the benefit of the Holders of the
Securities of such series or the Coupons, if any, appertaining thereto a
sum sufficient to pay such principal or interest, if any, so becoming due
until such sums shall be paid to such Holders or otherwise disposed of as
herein provided. The Issuer will promptly notify the Trustee of any
failure to take such action.

Anything in this section to the contrary notwithstanding, but
subject to Section 10.1, the Issuer may at any time, for the purpose of
obtaining a satisfaction and discharge with respect to one or more or all
series of Securities hereunder, or for any other reason, pay or cause to
be paid to the Trustee all sums held in trust for any such series by the
Issuer or any paying agent hereunder, as required by this Section, such
sums to be held by the Trustee upon the trusts herein contained, and, upon
such payment by any paying agent to the Trustee, such paying agent shall
be released from all further liability with respect to such money.

Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to
the provisions of Sections 10.3 and 10.4.

ARTICLE FOUR

SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

Section 4.1 ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
SECURITYHOLDERS. The Issuer and any other obligor on the Securities
covenant and agree that they will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require of the
names and addresses of the Holders of the Registered Securities of each
series:

(a) semi-annually and not more than 15 days after each Record
Date for the payment of interest on such Registered Securities, as of such
Record Date and on dates to be determined pursuant to Section 2.3 for
non-interest bearing Registered Securities, in each year; and

(b) at such other times as the Trustee may request in writing,
within 30 days after receipt by the Issuer of any such request, as of a
date not more than 15 days prior to the time such information is
furnished;

provided that if and so long as the Trustee shall be the Security
Registrar for such series and all of the Securities of such series are
Registered Securities, such list shall not be required to be furnished.

Section 4.2 PRESERVATION AND DISCLOSURE OF SECURITYHOLDERS LISTS.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders
of each series of Registered Securities (i) contained in the most recent
list furnished to it as provided in Section 4.1, (ii) received by it in
the capacity of Security Registrar for such series, if so acting, and
(iii) filed with it within the two preceding years pursuant to Section
4.4(c)(ii). The Trustee may destroy any list furnished to it as provided
in Section 4.1 upon receipt of a new list so furnished.

(b) In case three or more Holders of Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish
to the Trustee reasonable proof that each such applicant has owned a
Security 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 of Securities of a particular series (in
which case the applicants must all hold Securities of such series) or with
Holders of all Securities with respect to their rights under this
Indenture or under such Securities and such application is accompanied by
a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days
after the receipt of such application, at its election, either

(i) afford to such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section; or

(ii) inform such applicants as to the approximate number
of Holders of Registered Securities of such series or of all Registered
Securities, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee, in accordance with the
provisions of such subsection (a) and as to the approximate cost of
mailing to such Holders the form of proxy or other communication, if any,
specified in such application.

If the Trustee shall elect not to afford to such applicants access
to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of such series or all Holders of
Registered Securities, whose name and address appears in the information
preserved at the time by the Trustee in accordance with the provisions of
such subsection (a) a copy of the form of proxy or other communication
which is specified in such request, with reasonable promptness after a
tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless
within five days after such tender the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Registered Securities of such series or of all
Registered Securities, as the case may be, or would be in violation of
applicable law. Such written statement shall specify the basis of such
opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of
an order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met, and shall enter an order so declaring, the
Trustee shall mail copies of such material to all such Holders with
reasonable promptness after the entry of such order and the renewal of
such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

(c) Each and every Holder of Securities and Coupons, by
receiving and holding the same, agrees with the Issuer and the Trustee
that neither the Issuer nor the Trustee nor any agent of the Issuer or the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities in
accordance with the provisions of subsection (b) of this Section,
regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under such subsection (b).

Section 4.3 REPORTS BY THE ISSUER. The Issuer covenants:

(a) to file with the Trustee, within 15 days after the Issuer
is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Issuer may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934; or if the Issuer is not required to file
information, documents or reports pursuant to either of such Sections,
then to file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such of
the supplementary and periodic information, documents, and reports which
may be required pursuant to Section 13 of the Securities Exchange Act of
1934 in respect of a debt security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules
and regulations;

(b) to file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to
compliance by the Issuer with the conditions and covenants provided for in
this Indenture as may be required from time to time by such rules and
regulations;

(c) to transmit by mail to the Holders of Securities within 30
days after the filing thereof with the Trustee, in the manner and to the
extent provided in Section 4.4(c), such summaries of any information,
documents and reports required to be filed by the Issuer pursuant to
subsections (a) and (b) of this Section as may be required to be
transmitted to such Holders by rules and regulations prescribed from time
to time by the Commission; and

(d) to furnish to the Trustee, not less often than annually, a
brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her
knowledge of the Issuer's compliance with all conditions and covenants
under this Indenture (such compliance to be determined without regard to
any period of grace or requirement of notice provided under this
Indenture).

Section 4.4 REPORTS BY THE TRUSTEE. (a) Annually, not later than
60 days after May 15 of each year, the Trustee shall transmit by mail to
the Holders of the Securities of each series, as provided in
subsection (c) of this Section, a brief report dated as of such May 15
with respect to any of the following events which may have occurred within
the twelve-month period ending on such May 15 (but if no event has
occurred within such period no report need be transmitted):

(i) any change to its eligibility under Section 6.9 and
its qualification under Section 6.8;

(ii) the creation of or any material change to a
relationship specified in Section 6.8(c);

(iii) the character and amount of any advances (and if
the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) which remain unpaid on the date of
such report and for the reimbursement of which it claims or may claim a
lien or charge, prior to that of the Securities of such series, on any
property or funds held or collected by it as Trustee, except that the
Trustee shall not be required (but may elect) to report such advances if
such advances so remaining unpaid aggregate not more than 1/2 of 1% of the
principal amount of the Securities of such series Outstanding on the date
of such report;

(iv) any change to the amount, interest rate and maturity
date of all other indebtedness owing by the Issuer (or by any other
obligor on the Securities) to the Trustee in its individual capacity on
the date of such report, with a brief description of any property held as
collateral security therefor, except any indebtedness based upon a
creditor relationship arising in any manner described in Sec-
tion 6.13(b)(2),(3),(4) or (6);

(v) any change to the property and funds of the Issuer,
if any, physically in the possession of the Trustee (as such) on the date
of such report;

(vi) any release, or release and substitution of property
subject to the lien of the Indenture (and the consideration therefor, if
any) which the Trustee has not previously reported;

(vii) any additional issue of Securities which the
Trustee has not previously reported; and

(viii) any action taken by the Trustee in the performance
of its duties under this Indenture which it has not previously reported
and which in its opinion materially affects the Securities of such series,
except action in respect of a default, notice of which has been or is to
be withheld by it in accordance with the provisions of Section 5.11.

(b) The Trustee shall transmit to the Holders of each series,
as provided in subsection (c) of this Section, a brief report with respect
to the character and amount of any advances (and if the Trustee elects so
to state, the circumstances surrounding the making thereof) made by the
Trustee, as such, since the date of the last report transmitted pursuant
to the provisions of subsection (a) of this Section (or if no such report
has yet been so transmitted, since the date of this Indenture) for the
reimbursement of which it claims or may claim a lien or charge, prior to
that of the Securities of such series, on property or funds held or
collected by it as Trustee and which it has not previously reported
pursuant to this subsection (b), except that the Trustee shall not be
required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10% or less of the principal amount
of the Securities of such series outstanding at such time, such report to
be transmitted within 90 days after such time.

(i) to all Holders of Registered Securities, as the names
and addresses of such Holders appear upon the Security Register;

(ii) to such other Holders of Securities as have, within
two years preceding such transmission, filed their names and addresses
with the Trustee for that purpose; and

(iii) except in the case of reports pursuant to
subsection (b), to each Holder of a Security whose name and address are
preserved at the time by the Trustee as provided in Section 4.2(a).

(d) A copy of each such report shall, at the time of such
transmission to the Holders, be furnished to the Issuer and be filed by
the Trustee with each stock exchange, if any, upon which the Securities of
any series are listed and also with the Commission. The Issuer agrees to
notify the Trustee when and as the Securities of such series become
admitted to trading on any national securities exchange.

ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

Section 5.1 EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY;
WAIVER OF DEFAULT. "Event of Default" with respect to Securities of any
series, wherever used herein, means each of the following events which
shall have occurred and be continuing (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or
governmental body):

(a) default in the payment of any installment of interest upon
any of the Securities of such series as and when the same shall become due
and payable (whether or not payments prohibited by the provisions of
Article 12 hereof), and continuance of such default for a period of 30
days; provided, however, that if the Issuer is permitted by the terms of
the Securities of such series to defer the payment in question, the date
on which such payment is due and payable shall be the date on which the
Issuer is required to make payment following such deferral, if such
deferral has been elected pursuant to the terms of the Securities; or

(b) default in the payment of all or any part of the principal
of any of the Securities of such series as and when the same shall become
due and payable (whether or not payments prohibited by the provisions of
Article 12 hereof), whether at Maturity, upon purchase by the Issuer at
the option of the Holder, upon any redemption, by declaration or other-
wise; provided, however, that if the Issuer is permitted by the terms of
the Securities of such series to defer the payment in question, the date
on which such payment is due and payable shall be the date on which the
Issuer is required to make payment following such deferral, if such
deferral has been elected pursuant to the terms of the Securities; or

(c) default in the deposit or payment of any sinking fund or
analogous payment for the benefit of the Securities of such series as and
when the same shall become due and payable; or

(d) failure on the part of the Issuer duly to observe or
perform any other of the covenants or agreements on the part of the Issuer
in the Securities of such series or in this Indenture contained (other
than a covenant or agreement expressly included herein solely for the
benefit of Securities of other series) for a period of 60 days after the
date on which written notice specifying such failure, stating that such
notice is a "Notice of Default" hereunder and demanding that the Issuer
remedy the same, shall have been given by registered or certified mail,
return receipt requested, to the Issuer by the Trustee, or to the Issuer
and the Trustee by the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities of all series affected thereby; or

(e) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Issuer in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, adjudging the Issuer a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Issuer
under any applicable law, or appointing a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Issuer or
for any substantial part of the property of the Issuer, or ordering the
winding up or liquidation of the affairs of the Issuer, and such decree or
order shall remain unstayed and in effect for a period of 60 consecutive
days; or

(f) the Issuer shall commence a voluntary case or proceeding
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect or any other case or proceeding to be adjudicated a
bankrupt or insolvent, or consent to the entry of a decree or order for
relief in an involuntary case under any such law, or to the commencement
of any bankruptcy or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable law, or consent to the filing of such petition
or to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee or sequestrator (or similar official) of the
Issuer or for any substantial part of the property of the Issuer, or make
any general assignment for the benefit of creditors, or the notice by it
in writing of its inability to pay its debts generally as they become due,
or the taking of any corporate action by the Issuer in furtherance of any
such action;

(g) entry of final judgments against the Issuer or Consumers
Power Company aggregating in excess of $25,000,000 which remain
undischarged or unbonded for a period (during which execution shall not be
effectively stayed) of 60 days;

(h) a default under any bond, debenture, note or other
evidence of indebtedness for money borrowed by the Issuer (including a
default with respect to Securities of any series other than that series)
or under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any indebtedness for
money borrowed by the Issuer (including this Indenture), whether such
indebtedness now exists or shall hereafter be created, which default shall
have resulted in such indebtedness in an aggregate principal amount
exceeding $25,000,000 becoming or being declared due and payable prior to
the date on which it would otherwise have become due and payable, without
such acceleration having been rescinded or annulled within a period of
10 days after there shall have been given, by registered or certified
mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the
Holders of at least 10% in principal amount of the Outstanding Securities
of that series a written notice specifying such default and requiring the
Company to cause such acceleration to be rescinded or annulled and stating
that such notice is a "Notice of Default" hereunder; or

(i) any other Event of Default provided in the
supplemental indenture or Board Resolution establishing the terms of such
series of Securities as provided in Section 2.3 or in the form of Security
for such series.

If an Event of Default shall have occurred and be continuing then, unless
the principal of all the Securities shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of all the Securities of such series then
Outstanding, by notice in writing to the Issuer (and to the Trustee if
given by such Holders), may declare the entire principal of all the
Securities of such series then Outstanding and interest accrued thereon,
if any, to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable.

The foregoing paragraph, however, is subject to the condition that
if, at any time after the principal of the Securities of one or more
series shall have been so declared due and payable, and before any judg-
ment or decree for the payment of the moneys due shall have been obtained
or entered as hereinafter provided, the Issuer shall pay or shall deposit
with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of such series and the principal of all
Securities of such series which shall have become due otherwise than by
acceleration (with interest upon such principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest at the same rate as the rate of interest (or
Yield to Maturity, in the case of Original Issue Discount Securities)
specified in the Securities of such series, to the date of such payment or
deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of negligence or bad faith, and if any and all
Events of Default under this Indenture with respect to such series, other
than the non-payment of the principal of Securities of such series which
shall have become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein - then, and in every such case, the
Holders of a majority in aggregate principal amount of all the Securities
of such affected series then Outstanding by written notice to the Issuer
and to the Trustee, may direct the Trustee to waive all defaults with
respect to such series and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend
to or shall affect any subsequent default or shall impair any right
consequent thereon.

For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been
accelerated and declared due and payable pursuant to the provisions
hereof, then, from and after such declaration, unless such declaration has
been rescinded and annulled, the principal amount of such Original Issue
Discount Securities shall be deemed, for all purposes hereunder, to be
such portion of the principal thereof as shall be due and payable as a
result of such acceleration, and payment of such portion of the principal
thereof as shall be due and payable as a result of such acceleration,
together with interest, if any, thereon and all other amounts owing
thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

Section 5.2 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY
PROVE DEBT. The Issuer covenants that (a) in case default shall be made
in the payment of any installment of interest on any of the Securities of
any series when such interest shall have become due and payable, and such
default shall have continued for a period of 30 days, or (b) in case
default shall be made in the payment of all or any part of the principal
of any of the Securities of any series when the same shall have become due
and payable, whether at Maturity, upon redemption, by declaration or
otherwise -- then, upon demand of the Trustee, the Issuer will pay to the
Trustee for the benefit of the Holders of the Securities of such series
the whole amount that then shall have become due and payable on all
Securities of such series, including all Coupons, for principal or
interest, as the case may be (with interest to the date of such payment
upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest (or Yield to Maturity,
in the case of Original Issue Discount Securities) specified in the
Securities of such series); and in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection,
including reasonable compensation to the Trustee, its agents, attorneys
and counsel, and any expenses and liabilities incurred by such parties,
and all advances made by the Trustee except as a result of its negligence
or bad faith.

Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of such series to the Holders,
whether or not the Securities of such series be overdue.

In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceedings to judgment or
final decree, and may enforce any such judgment or final decree against
the Issuer or other obligor upon the Securities of such series and collect
in the manner provided by law out of the property of the Issuer or other
obligor upon the Securities of such series, wherever situated the moneys
adjudged or decreed to be payable.

In case there shall be pending proceedings relative to the Issuer
or any other obligor upon the Securities of any series under Title 11 of
the United States Code or any other applicable Federal or state
bankruptcy, insolvency or other similar law, or in case a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or
such other obligor, or to the creditors or property of the Issuer or such
other obligor, the Trustee, irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such
proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount
of the principal and interest (or, if the Securities of any series are
Original Issue Discount Securities, such portion of the principal amount
as may be specified in the terms of such series) owing and unpaid in
respect of the Securities of each series, and to file such other papers or
documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for reasonable compensation to the
Trustee and its agents, attorneys and counsel, and for reimbursement of
all expenses and liabilities incurred, and all advances made, by the
Trustee, except as a result of negligence or bad faith) and of the
Securityholders allowed in any judicial proceedings relative to the Issuer
or such other obligor, or to the creditors or property of the Issuer or
such other obligor;

(b) unless prohibited by applicable law and regulations, to
vote on behalf of the Holders of the Securities of each series in any
election of a trustee or a standby trustee in arrangement, reorganization,
liquidation or other bankruptcy or insolvency proceedings or person
performing similar functions in comparable proceedings; and

(c) to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute all amounts
received with respect to the claims of the Securityholders and of the
Trustee on their behalf; and any trustee, receiver, liquidator, custodian
or other similar official is hereby authorized by each of the
Securityholders to make payments to the Trustee, and, in the event that
the Trustee shall consent to the making of payments directly to the
Securityholders, to pay to the Trustee such amounts as shall be sufficient
to cover reasonable compensation to the Trustee, and its agents, attorneys
and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except, in each case, as a result of
negligence or bad faith.

Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or vote for or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

All rights of action and of asserting claims under this Indenture,
or under any of the Securities of any series or Coupons appertaining
thereto, may be prosecuted and enforced by the Trustee without the
possession of any of the Securities of such series or Coupons appertaining
thereto or the production thereof at any trial or other proceedings
relative thereto, and any such action or proceedings instituted by the
Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Trustee and its agents, attorneys
and counsel, shall be for the ratable benefit of the Holders of the
Securities or Coupons appertaining to such Securities in respect of which
such action was taken.

In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which
the Trustee shall be a party), the Trustee shall be held to represent all
the Holders of the Securities and Coupons appertaining thereto in respect
to which action was taken, and it shall not be necessary to make any
Holders of such Securities or Coupons parties to any such proceedings.

Section 5.3 APPLICATION OF PROCEEDS. Any moneys collected by the
Trustee pursuant to this Article in respect of the Securities of any
series shall be applied in the following order at the date or dates fixed
by the Trustee and, in case of the distribution of such moneys on account
of principal or interest, upon presentation of the several Securities and
Coupons appertaining thereto in respect of which moneys have been
collected and stamping (or otherwise noting) thereon the payment, and upon
surrender thereof if fully paid, or issuing Securities of the same series
in reduced principal amounts in exchange for the presented Securities if
only partially paid, or upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses of collection
applicable to such series, including reasonable compensation to the
Trustee and its agents, attorneys and counsel and of all expenses and
liabilities incurred, and all advances made, by the Trustee except as a
result of negligence or bad faith;

SECOND: In case the principal of the Securities of such series in
respect of which moneys have been collected shall not have become and be
then due and payable, to the payment of interest, if any, on the
Securities of such series in default in the order of the maturity of the
installments of such interest, with interest (to the extent that such
interest has been collected by the Trustee and to the extent permitted by
law) upon the overdue installments of interest at the same rate as the
rate of interest (or Yield to Maturity, in the case of Original Issue
Discount Securities) specified in such Securities, such payments to be
made ratably to the Persons entitled thereto, without discrimination or
preference;

THIRD: In case the principal of the Securities of such series in
respect of which moneys have been collected shall have become and be then
due and payable, to the payment of the whole amount then owing and unpaid
upon all the Securities of such series for principal and interest, if any,
with interest upon the overdue principal, and (to the extent that such
interest has been collected by the Trustee and to the extent permitted by
law) upon overdue installments of interest at the same rate as the rate of
interest (or Yield to Maturity, in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case such
moneys shall be insufficient to pay in full the whole amount so due and
unpaid upon the Securities of such series, then to the payment of such
principal and interest, without preference or priority of principal over
interest, or of interest over principal, or of any installment of interest
over any other installment of interest, or of any Security of such series
over any other Security of such series, ratably to the aggregate of such
principal and accrued and unpaid interest; and

FOURTH: To the payment of the remainder, if any, to the Issuer or
any other Person lawfully entitled thereto.

Section 5.4 SUITS FOR ENFORCEMENT. In case an Event of Default
has occurred, has not been waived and is continuing, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by
this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights,
either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture
or to enforce any other legal or equitable right vested in the Trustee by
this Indenture or by law.

Section 5.5 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS.
In case the Trustee or any Holder shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been
discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee or to such Holder, then, and in every such case,
the Issuer, the Trustee and the Holders shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and
powers of the Issuer, the Trustee and the Holders shall continue as though
no such proceedings had been taken.

Section 5.6 LIMITATIONS ON SUITS BY SECURITYHOLDERS. No Holder of
any Security of any series or of any Coupon appertaining thereto shall
have any right by virtue or by availing of any provision of this Indenture
to institute any action or proceeding at law or in equity or in bankruptcy
or otherwise upon or under or with respect to this Indenture, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously
shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders
of not less than 25% in aggregate principal amount of the Securities of
each affected series then Outstanding (determined as provided herein and
voting as one class) shall have made written request upon the Trustee to
institute such action or proceedings in its own name as trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein
or thereby and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have failed to institute any such
action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 5.9; it
being understood and intended, and being expressly covenanted by the taker
and Holder of every Security or Coupon with every other taker and Holder
and the Trustee, that no one or more Holders of Securities of any series
or Coupons appertaining thereto shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holder of Securities
or Coupons appertaining thereto, or to obtain or seek to obtain priority
over or preference to any other such Holder or to enforce any right under
this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all Holders of Securities of the affected
series and Coupons. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

Section 5.7 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO RECEIVE
PRINCIPAL AND INTEREST AND TO INSTITUTE CERTAIN SUITS. Notwithstanding
any other provision in this Indenture and any provision of any Security,
the right of any Holder of any Security or Coupon to receive payment of
the principal of and interest, if any, on such Security or Coupon on or
after the respective due dates expressed in such Security or Coupon or any
date fixed for redemption, or to institute suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

Section 5.8 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER OF DEFAULT. Except as provided in Section 5.6, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of
Securities or Coupons 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.

No delay or omission of the Trustee or of any Holder of Securities
or Coupons to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right
or power or shall be construed to be a waiver of any such Event of Default
or an acquiescence therein; and, subject to Section 5.6, every right and
power given by this Indenture or by law to the Trustee or to the Holders
of Securities or Coupons may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee or by the Holders of
Securities or Coupons, as the case may be.

Section 5.9 CONTROL BY HOLDERS OF SECURITIES. The Holders of a
majority in aggregate principal amount of the Securities of each series
affected at the time Outstanding (determined as provided herein and voting
as one class) shall have the right to direct the time, method, and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee with respect to
the Securities of such affected series by this Indenture; provided that
such direction shall not be otherwise than in accordance with law and the
provisions of this Indenture; and provided further that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be
taken or if the Trustee in good faith by its board of directors, its
executive committee or a trust committee of directors or Responsible
Officers of the Trustee shall determine that the action or proceedings so
directed would involve the Trustee in personal liability or that the
actions or forbearances specified in or pursuant to such direction would
be unduly prejudicial to the interests of Holders of the Securities of all
affected series not joining in the giving of said direction, it being
understood that (subject to Section 6.1) the Trustee shall have no duty to
ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders.

Nothing in this Indenture shall impair the right of the Trustee in
its discretion to take any action deemed proper by the Trustee and which
is not inconsistent with such direction or directions by Securityholders.

Section 5.10 WAIVER OF PAST DEFAULTS. Prior to the declaration of
acceleration of the Maturity of any Securities as provided in Section 5.1,
the Holders of a majority in aggregate principal amount of the Securities
of all series at the time Outstanding with respect to which a default or
an Event of Default shall have occurred and be continuing (determined as
provided herein and voting as one class) may on behalf of the Holders of
all such affected Securities waive any past default or Event of Default
described in Section 5.1 and its consequences, except a default or an
Event of Default (i) in the payment of the principal of or interest, if
any, on any Security of such series, or (ii) in respect of a covenant or
provision hereof or of any Security which cannot be modified or amended
without the consent of the Holder of each Security affected. In the case
of any such waiver, the Issuer, the Trustee and the Holders of all such
affected Securities shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent
or other default or impair any right consequent thereon.

Upon any such waiver, such default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of
Default arising therefrom shall be deemed to have been cured, and not to
have occurred for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

Section 5.11 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD
IN CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days after the
occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to such series known to the Trustee
(i) if any Unregistered Securities of such series are then Outstanding, to
the Holders thereof by publication at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York, and (ii) to
all Holders of Securities of such series in the manner and to the extent
provided in Section 4.4(c), unless in each case such defaults shall have
been cured before the mailing or publication of such notice (the term
"default" for the purpose of this Article being hereby defined to mean any
event or condition which is, or with notice or lapse of time or both would
become, an Event of Default); provided that, except in the case of default
in the payment of the principal of or the interest, if any, on any of the
Securities of such series, or in the payment of any sinking fund
installment or analogous payment on such series, the Trustee shall be
protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series.

Section 5.12 RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO
PAY COSTS. All parties to this Indenture agree, and each Holder of any
Security or Coupon by his or her acceptance thereof 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 Indenture or in any suit
against the Trustee for any action taken, suffered or omitted by it as
Trustee, 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; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the
case of any suit relating to or arising under clause (d) or (g) of Section
5.1 (if the suit relates to the Securities of more than one but less than
all series), 10% in aggregate principal amount of the Securities then
Outstanding and affected thereby, or, in the case of any suit relating to
or arising under clause (d) or (g) (if the suit relates to all the
Securities then Outstanding), 10% in aggregate principal amount of all
Securities then Outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
the interest (including interest evidenced by any Coupon) on any Security
on or after the due date expressed in such Security or Coupon or any date
fixed for redemption.

Section 5.13 WAIVER OF STAY OR EXTENSION LAWS. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any 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 Indenture; and the Issuer (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been
enacted.

ARTICLE SIX

CONCERNING THE TRUSTEE

Section 6.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
DEFAULT; PRIOR TO DEFAULT. The Trustee, prior to the occurrence of an
Event of Default with respect to the Securities of a particular series and
after the curing or waiving of all Events of Default which may have
occurred with respect to such series, undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture. In
case an Event of Default with respect to the Securities of a particular
series has occurred (which has not been cured or waived), the Trustee
shall exercise with respect to such series such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act or its own wilful misconduct, except that

(a) prior to the occurrence of an Event of Default with
respect to the Securities of any series and after the curing or waiving of
all such Events of Default which may have occurred with respect to such
series:

(i) the duties and obligations of the Trustee with
respect to the Securities of such series shall be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
statements, certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any
such statements, certificates or opinions which by any provision hereof
are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture;

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

(c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with an
appropriate direction of the Holders pursuant to Section 5.9 relating to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if there shall be reasonable
grounds for believing that the repayment of such funds or adequate
indemnity against such liability is not reasonably assured to it.

Section 6.2 CERTAIN RIGHTS OF THE TRUSTEE. Subject to
Section 6.1:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate or other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, bond, debenture, note, Coupon, security or other paper or
document believed by it to be genuine and to have been signed or presented
by the proper party or parties;

(b) any request, direction, order or demand of the Issuer
mentioned herein shall be sufficiently evidenced by an Officers' Cer-
tificate (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced
to the Trustee by a copy thereof certified by the secretary or an
assistant secretary of the Issuer;

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

(d) the Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Indenture at the request,
order or direction of any of the Holders pursuant to the provisions of
this Indenture, unless such Holders shall have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities which
might be incurred therein or thereby;

(e) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within
the discretion, rights or powers conferred upon it by this Indenture;

(f) prior to the occurrence of an Event of Default with
respect to the Securities of any series and after the curing or waiving of
all such Events of Default, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, appraisal, bond, debenture, note, Coupon,
security or other paper or document unless requested in writing so to do
by the Holders of not less than a majority in aggregate principal amount
of the Securities of all affected series then Outstanding; provided that,
if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses
or liabilities as a condition to proceeding; the reasonable expenses of
every such investigation shall be paid by the Issuer or, if paid by the
Trustee, shall be repaid by the Issuer upon demand; and

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys not regularly in its employ, and the Trustee shall not
be responsible for any misconduct or negligence on the part of any such
agent or attorney appointed with due care by it hereunder.

Section 6.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained
herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Issuer, and the
Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representation as to the validity or sufficiency of this
Indenture or of the Securities or Coupons, other than as to the due
execution and delivery of the Indenture by the Trustee. The Trustee shall
not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

Section 6.4 TRUSTEE AND AGENTS MAY HOLD SECURITIES OR COUPONS;
COLLECTIONS, ETC. The Trustee or any agent of the Issuer or the Trustee,
in its individual or any other capacity, may become the owner or pledgee
of Securities or Coupons with the same rights it would have if it were not
the Trustee or such agent and, subject to Sections 6.8 and 6.13, may
otherwise deal with the Issuer and receive, collect, hold and retain
collections from the Issuer with the same rights it would have if it were
not the Trustee or such agent.

Section 6.5 MONEYS HELD BY TRUSTEE. Subject to the provisions of
Section 10.4, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds except to
the extent required by mandatory provisions of law. Neither the Trustee
nor any agent of the Issuer or the Trustee shall be under any liability
for interest on any moneys received by it hereunder.

Section 6.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
PRIOR CLAIM. The Issuer covenants and agrees to pay to the Trustee from
time to time, as agreed to in writing, and the Trustee shall be entitled
to, reasonable compensation (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust),
and the Issuer covenants and agrees to pay or reimburse the Trustee upon
its request for all reasonable expenses and fees, disbursements and
advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all agents and
other persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Trustee arising out of or in
connection with the acceptance or administration of this Indenture or the
trusts hereunder and the Trustee's duties hereunder, including the costs
and expenses of defending itself against or investigating any claim of
liability in the premises. The obligations of the Issuer under this
Section to compensate and indemnify the Trustee and to pay or reimburse
the Trustee for expenses and fees, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture. Such additional
indebtedness shall not be deemed to be Subordinated Securities, as that
term is defined in Section 12.1, and shall be a senior claim to that of
the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities or Coupons, and the Securities are hereby
subordinated to such senior claim. When the Trustee incurs expenses after
the occurrence of a default, the expenses are intended to constitute
expenses of administration under any bankruptcy law.

Section 6.7 RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE,
ETC. Subject to Sections 6.1 and 6.2, whenever in the administration of
the trusts of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed
to be conclusively proved and established by an Officers' Certificate
delivered to the Trustee, and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant
to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture in reliance thereon.

Section 6.8 QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS. If
the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b)
of the Trust Indenture Act.

Section 6.9 PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. There
shall at all times be a Trustee hereunder which shall be a corporation
organized and doing business under the laws of the United States of
America or of any State thereof or the District of Columbia having a
combined capital and surplus of at least $50,000,000, and which is
authorized under such laws to exercise corporate trust powers and is
subject to supervision or examination by Federal, State or District of
Columbia authority. Such corporation shall have its principal place of
business in The City of New York, if there be such a corporation in such
location willing to act upon reasonable and customary terms and
conditions. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid
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. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 6.10.

Section 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE. (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign and be discharged of the trusts created
by this Indenture by giving written notice of resignation to the Issuer
and (i) if any Unregistered Securities are then Outstanding, by giving
notice of such resignation to the Holders thereof by publication at least
once in an Authorized Newspaper in the Borough of Manhattan, The City of
New York, (ii) if any Unregistered Securities are then Outstanding, by
mailing notice of such resignation to the Holders thereof who have filed
their names and addresses with the Trustee pursuant to Section 4.4(c)(ii)
at such addresses as were so furnished to the Trustee and (iii) by mailing
notice of such resignation to the Holders of the then Outstanding
Registered Securities at their addresses as they shall appear on the
Security registry books. Upon receiving such notice of resignation, the
Issuer shall promptly appoint a successor trustee or trustees with respect
to the applicable series by written instrument, in duplicate, executed by
authority of the Board of Directors, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee
or trustees. If no successor trustee shall have been so appointed with
respect to any series and shall have accepted appointment within 30 days
after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a
successor trustee, or any Holder who has been a bona fide Holder of a
Security or Securities of such series for at least six months may, subject
to the provisions of Section 5.12, on behalf of such Holder and all others
similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions
of Section 6.8 after written request therefor by the Issuer or by any
Holder who has been a bona fide Holder of a Security or Securities of such
series for at least six months; or

(ii) the Trustee shall cease to be eligible in accordance
with the provisions of Section 6.9 and shall fail to resign after written
request therefor by the Issuer or by any Holder; or

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

then, in any such case, the Issuer may remove the Trustee with respect to
the Securities of any or all series, as appropriate, and appoint a
successor trustee for such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor
trustee or trustees, or, subject to the provisions of Section 5.12, any
Holder who has been a bona fide Holder of a Security or Securities of such
series for at least six months may, on behalf of such Holder and all
others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper
and prescribe, remove the Trustee and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of
the Securities at the time Outstanding may at any time remove the Trustee
and appoint a successor trustee by delivering to the Trustee so removed,
to the successor trustee so appointed and to the Issuer the evidence
provided for in Section 7.1 of the action in that regard taken by the
Holders.

(d) Any resignation or removal of the Trustee and any
appointment of a successor trustee pursuant to any of the provisions of
this Section shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 6.11.

(e) Except in the case of a default in the payment of the
principal of or interest on any Security, or in the payment of any sinking
or purchase fund installment, the Trustee shall not be required to resign
as provided by Section 6.8 if the Trustee shall have sustained the burden
of proving, on application to the Commission and after opportunity for
hearing thereon, that:

(i) the default under this Indenture may be cured or
waived during a reasonable period and under the procedures described in
such application; and

(ii) a stay of the Trustee's duty to resign will not be
inconsistent with the interests of the Securityholders.

Section 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor trustee appointed as provided in Section 6.10 shall execute,
acknowledge and deliver to the Issuer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective
and such successor trustee, without any further act, deed or conveyance,
shall become vested with all rights, powers, trusts and duties of its
predecessor hereunder, with like effect as if originally named as trustee
hereunder; but, nevertheless, on the written request of the Issuer or of
the successor Trustee, upon payment of its charges then unpaid, the
trustee ceasing to act shall, subject to Section 10.4, pay over and
transfer to the successor Trustee all moneys and property at the time held
by it hereunder and shall execute, acknowledge and deliver an instrument
transferring to such successor Trustee all such rights, powers, trusts and
duties. Upon request of any such successor Trustee, the Issuer shall
execute and acknowledge any and all instruments in writing for more fully
and certainly vesting in and confirming to such successor Trustee all such
money, property, rights, powers and trusts. Any Trustee ceasing to act
shall, nevertheless, retain a prior claim upon all property or funds held
or collected by such Trustee for the benefit of such applicable series to
secure any amounts then due it pursuant to the provisions of Section 6.6.

No successor Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 6.8 and eligible under the
provisions of Section 6.9.

Upon acceptance of appointment by any successor Trustee as provided
in this Section, the Issuer shall give notice thereof (a) if any
Unregistered Securities are then Outstanding, to the Holders thereof by
publication of such notice at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, (b) if any Unregistered
Securities are then Outstanding, to the Holders thereof who have filed
their names and addresses with the Trustee pursuant to Section 4.4(c)(ii)
by mailing such notice to such Holders at such addresses as were so
furnished to the Trustee (and the Trustee shall make such information
available to the Issuer for such purpose) and (c) to the Holders of
Registered Securities, by mailing such notice to such Holders at their
addresses as they shall appear on the Security registry books. If the
acceptance of appointment is substantially contemporaneous with the
resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 6.10. If the Issuer fails
to give such notice within 10 days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be
given at the expense of the Issuer.

Section 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE. Any corporation into which the Trustee 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
Trustee shall be a party, or any corporation succeeding to the corporate
trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided that such corporation shall be qualified under the
provisions of Section 6.8 and eligible under the provisions of
Section 6.9, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

In case at the time of such succession to the Trustee any of the
Securities of any series shall have been authenticated but not delivered,
any such successor Trustee may adopt the certificate of authentication of
any predecessor Trustee and deliver the Securities so authenticated; and,
in case at that time any of the Securities of any series shall not have
been authenticated, any successor Trustee may authenticate such Securities
either in the name of any predecessor hereunder or in the name of such
successor Trustee; and in all such cases such certificate of
authentication shall have the full force which is anywhere in the
Securities of such series or in this Indenture provided that the
certificate of authentication of the Trustee shall have; provided that the
right to adopt the certification of any predecessor Trustee or to
authenticate Securities of any series in the name of any predecessor
Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.

Section 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER.
The Trustee shall comply with its obligations under the applicable
provisions of Section 311 of the Trust Indenture Act.

Section 6.14 APPOINTMENT OF AUTHENTICATING AGENT. As long as any
Securities of a series remain Outstanding, the Trustee may, by an
instrument in writing, appoint with the approval of the Issuer an authen-
ticating agent (the "Authenticating Agent") which shall be authorized to
act on behalf of, but subject to the direction of, the Trustee to
authenticate and deliver Securities of such series, including Securities
issued upon exchange, registration of transfer, partial redemption or
pursuant to Section 2.9. Securities of such series so authenticated and
delivered shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee.
Whenever reference is made in this Indenture to the authentication and
delivery of Securities of any series by the Trustee or to the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating
Agent for such series and a certificate of authentication executed on
behalf of the Trustee by such Authenticating Agent. Such Authenticating
Agent shall at all times be a corporation organized and doing business
under the laws of the United States of America or of any State thereof or
of the District of Columbia authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 (determined as provided in Section 6.9 with respect to the
Trustee) and subject to supervision or examination by Federal or State
authority.

Any corporation into which any Authenticating 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 any
Authenticating Agent shall be a party, or any corporation succeeding to
the corporate agency or corporate trust business of any Authenticating
Agent, shall be the successor to such Authenticating Agent with respect to
all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the
part of the Trustee or such Authenticating Agent.

Any Authenticating Agent may at any time, and if it shall cease to
be eligible hereunder shall, resign by giving written notice of
resignation to the Trustee and to the Issuer. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Issuer. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall upon receipt of an Issuer
Order appoint a successor Authenticating Agent and shall provide notice of
such appointment to all Holders of Securities affected thereby in the
manner and to the extent provided in Section 6.11 with respect to the
appointment of a successor trustee. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all
rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent. The Authenticating
Agent for the Securities of any series shall have no responsibility or
liability for any action taken by it as such at the direction of the
Trustee.

Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any
Authenticating Agent.

ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

Section 7.1 EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. Any
request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by a
specified percentage in aggregate principal amount of the Holders of one
or more series of Securities may be evidenced (i) by one or more
instruments of substantially similar tenor signed by such specified
percentage of Holders in person or by an agent or proxy 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 Trustee; (ii) by the record of such specified percentage of Holders
voting in favor thereof at any meeting of such Holders duly called and
held by the Trustee; and (iii) by a combination of such instrument or
instruments and any such record of a meeting.

Section 7.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES. Subject to Sections 6.1 and 6.2, the execution of any
instrument by a Holder or his agent or proxy and proof of the holding by
any Person of any of the Securities of any series shall be sufficient if
made in the following manner:

(a) The fact and date of the execution by any such Person of
any instrument may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of
deeds or administer oaths that the Person executing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness
to such execution sworn to before any such notary or other such officer.
Where such execution is by or on behalf of any legal entity other than an
individual, such certificate or affidavit shall also constitute sufficient
proof of the authority of the Person executing the same. The ownership of
an Unregistered Security of any series, or of any Coupon attached thereto
at its issuance, and the identifying number of such Security and the date
of such ownership, may be proved by the production of such Security or
Coupon or by a certificate executed by any trust company, bank, banker or
recognized securities dealer, wherever situated, if such certificate shall
be deemed by the Trustee to be satisfactory. Each such certificate shall
be dated and shall state that on the date thereof a Security of such
series bearing a specified identifying number was deposited with or
exhibited to such trust company, bank, banker or recognized securities
dealer by the person named in such certificate. Any such certificate may
be issued in respect of one or more Unregistered Securities of one or more
series specified therein. The ownership by the Person named in any such
certificate of any Unregistered Security specified therein shall be
presumed to continue unless at the time of any determination of such
ownership and holding (1) another certificate bearing a later date issued
in respect of such Security shall be produced, (2) such Security shall be
produced by some other Person or (3) such Security shall have ceased to be
Outstanding. Subject to Sections 6.1 and 6.2, the fact and date of the
execution of any such instrument and the ownership, amount and numbers of
any Unregistered Securities may also be proven in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee for
any series or in any other manner which the Trustee may deem sufficient.

(b) In the case of Registered Securities, the ownership of
such Securities shall be proved by the Security Register or by a
certificate of the Security Registrar.

Section 7.3 HOLDERS TO BE TREATED AS OWNERS. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the
Person in whose name any Security of any series shall be registered upon
the Security Register for such series as the absolute owner of such
Security (whether or not such Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for
the purpose of receiving payment of or on account of the principal of and,
subject to the provisions of Section 2.7 of this Indenture, interest, if
any, on such Security and for all other purposes; and none of the Issuer,
the Trustee and any agent of the Issuer or the Trustee shall be affected
by any notice to the contrary. The Issuer, the Trustee and any agent of
the Issuer or the Trustee may treat the Holder of any Unregistered
Security and the Holder of any Coupon as the absolute owner of such
Unregistered Security or Coupon (whether or not such Unregistered Security
or Coupon shall be overdue) for the purpose of receiving payment thereof
or on account thereof and for all other purposes; and none of the Issuer,
the Trustee and any agent of the Issuer or the Trustee shall be affected
by any notice to the contrary. All such payments so made to any such
Person, or upon his order, shall be valid, and, to the extent of the sum
or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Security or Coupon.

No holder of any beneficial interest in any Registered Global
Security held on its behalf by a Depository shall have any rights under
this Indenture with respect to such Registered Global Security, and such
Depository may be treated by the Issuer, the Trustee, and any agent of the
Issuer or the Trustee as the owner of such Registered Global Security for
all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall impair, as between a Depository and such holders of beneficial
interests, the operation of customary practices governing the exercise of
the rights of the Depository as holder of any Security.

Section 7.4 SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of one or more series have concurred in
any direction, consent or waiver under this Indenture, Securities which
are owned by the Issuer or any other obligor on the Securities with
respect to which such determination is being made or by any Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer or any other obligor on the
Securities with respect to which such determination is being made shall be
disregarded and deemed not to be Outstanding for the purposes of any such
determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or
waiver, only Securities which the Trustee knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Issuer or any other
obligor upon such Securities or any Person directly or indirectly
controlling or controlled by or under direct or indirect common control
with the Issuer or any other obligor on such Securities. In case of a
dispute as to such right, the advice of counsel shall be full protection
in respect of any decision made by the Trustee in accordance with such
advice. Upon request of the Trustee, the Issuer shall furnish to the
Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above described Persons; and, subject to Sections
6.1 and 6.2, the Trustee shall be entitled to accept such Officers'
Certificate as conclusive evidence of the facts therein set forth and of
the fact that all Securities not listed therein are Outstanding for the
purposes of any such determination.

Section 7.5 RIGHT OF REVOCATION OF ACTION TAKEN. At any time
prior to (but not after) the evidencing to the Trustee, as provided in
Section 7.1, of the taking of any action by the Holders of the requisite
percentage in aggregate principal amount of the Securities of one or more
series, as the case may be, specified in this Indenture in connection with
such action, any Holder of a Security the serial number of which is shown
by the evidence to be included among the serial numbers of the Securities
the Holders of which have consented to such action may, by filing written
notice at the Corporate Trust Office and upon proof of ownership as
provided in Section 7.2, revoke such action so far as concerns such
Security. Except as aforesaid, any such action taken by the Holder of any
Security of any series shall be conclusive and binding upon such Holder
and upon all future Holders and owners of such Security and of any
Securities of such series issued in exchange or substitution therefor or
on registration of transfer thereof, irrespective of whether or not any
notation in regard thereto is made upon any such Security. Any action
taken by the Holders of the requisite percentage in aggregate principal
amount of the Securities of one or more series, as the case may be,
specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuer, the Trustee and the Holders of all
the Securities of such series.

Section 7.6 CALCULATION OF ORIGINAL DISCOUNT. Promptly after the
end of each calendar year the Company shall furnish the Trustee with an
Officers' Certificate specifying with respect to any Securities and such
calendar year (a) the "daily portions" for each "accrual period" within
the meaning of the Internal Revenue Code of 1986, as amended from time to
time (the "Code") for purposes of calculating and reporting the original
issued discount, or such other specific information as may then be
relevant under the Code, and (b) such specific information with respect to
any payments, including the characterization thereof under the Code, as
the Trustee may request in writing.

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

Section 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The Issuer, when authorized by a resolution of the Board
of Directors (which resolution may provide general terms or parameters for
such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order), and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of
the Trust Indenture Act of 1939 as in force at the date of the execution
thereof) for one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the
Trustee as security for the Securities of one or more series any property
or assets;

(b) to evidence the succession of another corporation to the
Issuer, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Issuer
pursuant to Article Nine;

(c) to add to the covenants of the Issuer for the benefit of
the Holders of all or any series of Securities (and if such covenants are
to be for the benefit of less than all series of Securities, stating that
such covenants are expressly being included solely for the benefit of such
series) such further covenants, restrictions, conditions or provisions as
the Issuer and the Trustee shall consider to be for the protection of the
Holders of Securities of any series or Coupons appertaining thereto, and
to make the occurrence, or the occurrence and continuance, of a default in
complying with any such additional covenant, restriction, condition or
provision an Event of Default permitting the enforcement of all or any of
the several remedies provided in this Indenture as herein set forth; in
respect of any such additional covenant, restriction, condition or
provision, such supplemental indenture may provide for a particular period
of grace after default (which period may be shorter or longer than that
allowed in the case of other defaults) or may provide for an immediate
enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the
right of the Holders of a majority in aggregate principal amount of the
Securities of such series to waive such an Event of Default;

(d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in
any supplemental indenture, or to make such other provisions as the Issuer
may deem necessary or desirable, with respect to matters or questions
arising under this Indenture, provided that no such action shall adversely
affect the interests of the Holders of the Securities of any series or the
Coupons appertaining thereto;

(e) to establish the form and terms of the Securities of any
series or of the Coupons appertaining to such Securities, as permitted by
Sections 2.1 and 2.3; and

(f) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities and to add
to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by
more than one trustee, all as provided in Section 6.11.

The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and
to accept the conveyance, transfer, assignment, mortgage or pledge of any
property or assets thereunder, but the Trustee shall not be obligated to
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions
of Section 8.2.

Section 8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF
SECURITYHOLDERS. With the consent (evidenced as provided in Article
Seven) of the Holders of not less than a majority in aggregate principal
amount of the Securities of all series at the time Outstanding affected by
such supplemental indenture (voting as one class), the Issuer, when
authorized by a resolution of the Board of Directors (which resolution may
provide general terms or parameters for such action and may provide that
the specific terms of such action may be determined in accordance with or
pursuant to an Issuer Order), and the Trustee may, from time to time and
at any time, enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of execution thereof) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of
each such series or of the Coupons appertaining to such Securities;
provided that no such supplemental indenture shall (a) change the time of
payment of the principal, or any installment of the principal, of any
Security or reduce the principal amount thereof, or reduce the rate or
change the time of payment of interest, if any, thereon, or reduce any
amount payable on the redemption thereof, or make the principal thereof or
the interest thereon payable in any coin or currency other than that
provided in such Security and the Coupons, if any, appertaining thereto or
in accordance with the terms thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and
payable upon an acceleration of the Maturity thereof pursuant to
Section 5.1 or the amount thereof provable in bankruptcy, pursuant to
Section 5.2, or impair or affect the right to institute suit for the
payment thereof when due, or, if such Security shall so provide, any right
of repayment at the option of the Holder, in each case without the consent
of the Holder of each Security so affected, (b) reduce the percentage in
principal amount of the Outstanding Securities of the affected series, the
consent of whose Holders is required for any such supplemental indenture
or for any waiver provided for in this Indenture, without the consent of
the Holders of each Security so affected or (c) without the consent of the
Holders of each Security so affected, modify any of the provisions of this
Section or Section 5.10, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed
to require the consent of any Holder with respect to changes in the
references to "the Trustee" and concomitant changes in this Section, or
the deletion of this proviso, in accordance with the requirements of
Sections 6.11 and 8.1(f).

A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been included
solely for the benefit of one or more series of Securities, or which
modifies the rights of the Holders of Securities of such series or of the
Coupons appertaining to such Securities with respect to such covenant or
provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Securities of any other series or of the Coupons
pertaining to such Securities.

Upon the request of the Issuer, accompanied by a Board Resolution
complying with the first paragraph of this Section and evidence of the
consent of the Holders of the Securities as aforesaid and such other
documents, if any, as may be required by Section 7.1, the Trustee shall
join with the Issuer in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into
such supplemental indenture.

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

Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the
Trustee shall give notice thereof (i) to the Holders of then Outstanding
Registered Securities of each series affected thereby, by mailing a notice
thereof by first-class mail to such Holders at their addresses as they
shall appear on the Security Register, (ii) if any Unregistered Securities
of a series affected thereby are then Outstanding, to the Holders thereof
who have filed their names and addresses with the Trustee pursuant to
Section 4.4(c)(ii), by mailing a notice thereof by first-class mail to
such Holders at such addresses as were so furnished to the Trustee and
(iii) if any Unregistered Securities of a series affected thereby are then
Outstanding, to all Holders thereof, by publication of a notice thereof at
least once in an Authorized Newspaper in the Borough of Manhattan, The
City of New York, and in each case such notice shall set forth in general
terms the substance of such supplemental indenture. Any failure of the
Issuer to give such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.

Section 8.3 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Issuer and
the Holders of Securities of each series affected thereby shall thereafter
be determined, exercised and enforced hereunder subject in all respects to
such modifications and amendments, and all the terms and conditions of any
such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.

Section 8.4 DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee,
subject to the provisions of Sections 6.1 and 6.2, may receive an
Officers' Certificate and an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant to this Article complies
with the applicable provisions of this Indenture.

Section 8.5 NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of
this Article may bear a notation in form approved by the Trustee as to any
matter provided for by such supplemental indenture. If the Issuer or the
Trustee shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental
indenture may be prepared and executed by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.1 COVENANT OF ISSUER NOT TO MERGE, CONSOLIDATE, SELL OR
CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. Nothing contained in
this Indenture or in any of the Securities shall prevent any consolidation
of the Issuer with, or merger of the Issuer into, any other corporation or
corporations (whether or not affiliated with the Issuer), or successive
consolidations or mergers to which the Issuer or its successor or
successors shall be a party or parties, shall prevent any sale, lease or
conveyance of the property of the Issuer as an entirety or substantially
as an entirety, shall prevent any consolidation of any Person with, or the
merger of any Person into, the Issuer or shall prevent any sale, lease or
conveyance of the property of any Person as an entirety or substantially
as an entirety to the Issuer; provided, that, and the Issuer hereby
covenants and agrees, upon any such consolidation, merger, sale, lease or
conveyance, the due and punctual payment of the principal of and interest,
if any, on all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions
of this Indenture to be performed or observed by the Issuer, shall be
expressly assumed, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the corporation formed
by such consolidation, or into which the Issuer shall have been merged, or
which shall have acquired such property; provided, further, that the
corporation formed by such consolidation or into which the Issuer merged
or the Person which acquired by conveyance or sale, or which leases, the
properties and assets of the Issuer as an entirety or substantially as an
entirety shall be a corporation organized and existing under the laws of
the United States of America, any State thereof or the District of
Columbia; provided, further, that immediately after giving effect to such
transaction, and treating any indebtedness which becomes an obligation of
the Issuer or a Subsidiary as a result of such transaction as having been
incurred by the Issuer or such Subsidiary at the time of such transaction,
no Event of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have happened and be
continuing; provided, further, if, as a result of any such consolidation
or merger or such conveyance, transfer or lease, properties or assets of
the Issuer would become subject to a mortgage, pledge, lien, security
interest or other encumbrance which would not be permitted by this
Indenture, the Issuer or such successor corporation or Person, as the case
may be, shall take such steps as shall be necessary effectively to secure
the Securities equally and ratably with (or prior to) all indebtedness
secured thereby.

Section 9.2 SUCCESSOR CORPORATION SUBSTITUTED FOR ISSUER. In case
of any consolidation, merger, sale, lease or conveyance referred to in,
and in accordance with, Section 9.1, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and
be substituted for the Issuer, with the same effect as if it had been
named herein as Issuer.

Such successor corporation may cause to be signed, and may issue
either in its own name or in the name of the Issuer prior to such
succession, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Issuer and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the
Issuer, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the
officers of the Issuer to the Trustee for authentication, and any
Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the
Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter
issued in accordance with the terms of this indenture as though all of
such Securities had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, lease or
conveyance such changes in phraseology and form (but not in substance) may
be made in the Securities thereafter to be issued as may be appropriate.

In the event of any such sale or conveyance (other than a
conveyance by way of lease), the Issuer or any successor corporation which
shall theretofore have become such in the manner described in this Article
shall be discharged from all obligations and covenants under this
Indenture and the Securities and may be liquidated and dissolved.

Section 9.3 OPINION OF COUNSEL DELIVERED TO TRUSTEE. The Trustee,
subject to the provisions of Sections 6.1 and 6.2, may receive an Opinion
of Counsel as conclusive evidence that any such consolidation, merger,
sale, lease or conveyance, and any such assumption, and any such
liquidation or dissolution, complies with the applicable provisions of
this Indenture and that all conditions precedent herein provided for
relating to such transactions have been complied with.

ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

Section 10.1 SATISFACTION AND DISCHARGE OF INDENTURE. (A) If at
any time (a) the Issuer shall have paid or caused to be paid the principal
of and interest, if any, on all the Securities of each series theretofore
authenticated, including all Coupons appertaining thereto (other than
Securities and Coupons appertaining thereto which have been destroyed,
lost or stolen and which have been replaced or paid as provided in
Section 2.9), in accordance with the terms of this Indenture and such
Securities or (b) as to Securities and Coupons not so paid, the Issuer
shall have delivered to the Trustee for cancellation all Securities of
each series theretofore authenticated and all Coupons appertaining thereto
(other than any Securities and Coupons appertaining thereto which shall
have been destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 2.9) or (c) as to Securities and Coupons not
so paid or delivered for cancellation, in the case of any series of
Securities as to which the exact amount of principal of and interest, if
any, due can be determined at the time of making the deposit referred to
in clause (ii) below, (i) all the Securities of such series and all
Coupons appertaining thereto shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption, and (ii) the Issuer shall
have irrevocably deposited or caused to be deposited with the Trustee as
trust funds money in an amount (other than moneys repaid by the Trustee or
any paying agent to the Issuer in accordance with Section 10.4) or
Government Obligations, maturing as to principal and interest at such
times and in such amounts as will insure the availability of money, or a
combination thereof, sufficient in the opinion of a nationally recognized
firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (A) the principal
and interest, if any, on all Securities of such series and Coupons
appertaining thereto on each date that such principal or interest, if any,
is due and payable and (B) any mandatory sinking fund or analogous
payments on the dates on which such payments are due and payable in
accordance with the terms of this Indenture and the Securities of such
series; and if, in any such case, the Issuer shall also pay or cause to be
paid all other sums payable hereunder by the Issuer then this Indenture
shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange of Securities and of Coupons
appertaining thereto and the Issuer's right of optional redemption, if
any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (iii) the rights of Holders of Securities and
Coupons appertaining thereto to receive payments of principal thereof and
interest, if any, thereon, upon the original stated due dates therefor or
any date of redemption (but not upon acceleration), and remaining rights
of such Holders to receive mandatory sinking fund or analogous payments,
if any, (iv) the rights, obligations, duties and immunities of the Trustee
hereunder, (v) the rights of Holders of Securities and Coupons
appertaining thereto as beneficiaries hereof with respect to the property
so deposited with the Trustee and payable to all or any of them and
(vi) the obligations of the Issuer under Section 3.2) and the Trustee, on
demand of the Issuer accompanied by an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture
have been complied with, and at the cost and expense of the Issuer, shall
execute proper instruments acknowledging such satisfaction and discharge
of this Indenture, provided that the rights of Holders of the Securities
and Coupons to receive amounts in respect of principal of and interest on
the Securities and Coupons held by them shall not be delayed longer than
required by then applicable mandatory rules or policies of any national
securities exchange upon which the Securities are listed. The Issuer
agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred and to compensate the Trustee for any
services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Securities.

(B) The following provisions shall apply to the Securities of
each series unless specifically otherwise provided in the Board
Resolution, Officers' Certificate or supplemental indenture relating
thereto provided pursuant to Section 2.3. In addition to discharge of
this Indenture pursuant to the next preceding paragraph (A), in the case
of any series of Securities as to which the exact amount of principal of
and interest, if any, due can be determined at the time of making the
deposit referred to in subparagraph (a) below, the Issuer shall be deemed
to have paid and discharged the entire indebtedness on all the Securities
of such series and the Coupons appertaining thereto on the 91st day after
the date of such deposit, and the provisions of this Indenture with
respect to the Securities of such series and Coupons appertaining thereto
shall no longer be in effect (except as to (i) rights of registration of
transfer and exchange of Securities of such series and of Coupons
appertaining thereto and the Issuer's right of optional redemption, if
any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (iii) the rights of Holders of Securities of such
series and Coupons appertaining thereto to receive payments of principal
thereof and interest, if any, thereon, upon the original stated due dates
therefor or any date of redemption (but not upon acceleration), and
remaining rights of such Holders to receive mandatory sinking fund or
analogous payments, if any, solely from the trust fund referred to in sub-
paragraph (a) below, (iv) the rights, obligations, duties and immunities
of the Trustee hereunder, (v) the rights of Holders of Securities of such
series and Coupons appertaining thereto as beneficiaries hereof with
respect to the property so deposited with the Trustee and payable to all
or any of them and (vi) the obligations of the Issuer under Section 3.2),
and the Trustee, at the cost and expense of the Issuer, shall, at the
Issuer's request, execute proper instruments acknowledging the same, if:

(a) the Issuer shall have irrevocably deposited or caused
to be irrevocably deposited with the Trustee as a trust fund specifically
pledged as security for, and dedicated solely to, the benefit of the
Holders of the Securities of such series and Coupons appertaining thereto
(i) money in an amount, or (ii) Government Obligations, maturing as to
principal and interest at such times and in such amounts as will insure
the availability of money, or (iii) a combination thereof, sufficient in
the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay (A) the principal and interest, if any, on all Securities
of such series and Coupons appertaining thereto on each date that such
principal or interest, if any, is due and payable and (B) any mandatory
sinking fund or analogous payments on the dates on which such payments are
due and payable in accordance with the terms of this Indenture and the
Securities of such series;

(b) no Event of Default or event which, with notice or
lapse of time or both, would become an Event of Default with respect to
the Securities of such series shall have occurred and be continuing on the
date of such deposit or at any time during the period ending on the 91st
day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such
period);

(c) such deposit shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Issuer is a party or by
which it is bound;

(d) such deposit shall not cause any Securities of such
series then listed on any national securities exchange registered under
the Securities Exchange Act of 1934, as amended, to be delisted;

(e) the Issuer shall have delivered to the Trustee an
Opinion of Counsel to the effect that (i) if such deposits shall include
Government Obligations in respect of any government other than the United
States of America, such deposit shall not result in the Issuer, the
Trustee or such trust constituting an "investment company" under the
Investment Company Act of 1940, as amended, and (ii) (x) the Issuer has
received from, or there has been published by, the Internal Revenue Serv-
ice a ruling or (y) since the date of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the
effect that, and such opinion shall confirm that, the Holders of the
Securities of such series then Outstanding and Coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such deposit, defeasance
and discharge had not occurred; and

(f) the Issuer shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the defeasance
contemplated by this paragraph have been complied with.

(C) The Issuer shall be released from its obligations under
Article Three and Article Nine with respect to the Securities of a
particular series and any Coupons appertaining thereto Outstanding on and
after the date the conditions set forth below are satisfied (hereinafter,
"covenant defeasance"). Covenant defeasance means that, with respect to
the Outstanding Securities of such series, the Issuer may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in Article Nine, whether directly or indirectly by
reason of any reference elsewhere herein to such Article by reason of any
reference in such Article to any other provision herein or by reason of
any reference to such Article in any other document, and such omission to
comply shall not constitute an Event of Default under Section 5.1 with
respect to the Outstanding Securities of such series, but the remainder of
this Indenture and other Outstanding Securities and Coupons shall be
unaffected thereby. The following shall be the conditions to application
of this paragraph (C):

(a) the Issuer shall have irrevocably deposited or caused
to be irrevocably deposited with the Trustee as a trust fund specifically
pledged as security for, and dedicated solely to, the benefit of the
Holders of the Securities of such series and Coupons appertaining thereto,
(i) money in an amount, or (ii) Government Obligations, maturing as to
principal and interest at such times and in such amounts as will insure
the availability of money, or (iii) a combination thereof, sufficient in
the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay (A) the principal and interest, if any, on all Securities
of such series and Coupons appertaining thereto on each date that such
principal or interest, if any, is due and payable and (B) any mandatory
sinking fund or analogous payments on the dates on which such payments are
due and payable in accordance with the terms of this Indenture and the
Securities of such series;

(c) such covenant defeasance shall not result in a breach
or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Issuer is a party or
by which it is bound;

(d) such covenant defeasance shall not cause any
Securities of such series then listed on any national securities exchange
registered under the Securities Exchange Act of 1934, as amended, to be
delisted;

(e) the Issuer shall have delivered to the Trustee an
Opinion of Counsel to the effect that (i) if such deposits shall include
Government Obligations in respect of any government other than the United
States of America, such deposit shall not result in the Issuer, the
Trustee or such trust constituting an "investment company" under the
Investment Company Act of 1940, as amended, and (ii) the Holders of the
Securities of such series then Outstanding and Coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not
occurred; and

Section 10.2 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT
OF SECURITIES. Subject to Section 10.4, all moneys or Government
Obligations deposited with the Trustee (or other trustee), and all money
received by the Trustee in respect of Government Obligations deposited
with the Trustee, pursuant to Section 10.1 in respect of the Outstanding
Securities of a particular series and the Coupons appertaining thereto
shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Issuer acting as its own paying
agent), to the Holders of such Securities and Coupons of all sums due and
to become due thereon for principal and interest, if any; but such money
need not be segregated from other funds except to the extent required by
law.

Section 10.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT. In
connection with the satisfaction and discharge of this Indenture with
respect to the Securities of any series, all moneys then held by any
paying agent under the provisions of this Indenture with respect to such
series of Securities shall, upon demand of the Issuer, be repaid to it or
paid to the Trustee and thereupon such paying agent shall be released from
all further liability with respect to such moneys.

Section 10.4 RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT
UNCLAIMED FOR THREE YEARS. Any moneys deposited with or paid to the
Trustee or any paying agent for the payment of the principal of or
interest, if any, on any Security of any series or Coupons appertaining
thereto and not applied but remaining unclaimed for three years after the
date upon which such principal or interest shall have become due and
payable, shall, upon the written request of the Issuer and unless
otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the
Trustee or such paying agent, and any Holder of the Securities of such
series and of any Coupons appertaining thereto shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to the Issuer for any
payment which such Holder may be entitled to collect, and all liability of
the Trustee or any paying agent with respect to such moneys shall
thereupon cease; provided, however, that the Trustee or such paying agent,
before being required to make any such repayment with respect to moneys
deposited with it for any payment (a) in respect of Registered Securities
of any series, shall at the expense of the Issuer, mail by first-class
mail to Holders of such Securities at their addresses as they shall appear
on the Security Register for the Securities of such series, and (b) in
respect of Unregistered Securities of any series, shall at the expense of
the Issuer cause to be published once, in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, notice that such moneys remain
and that, after a date specified therein, which shall not be less than 30
days from the date of such mailing or publication, any unclaimed balance
of such moneys then remaining will be repaid to the Issuer.

Section 10.5 INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Issuer
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited
pursuant to Section 10.1 or the principal or interest received in respect
of such Government Obligations, other than any such tax, fee or other
charge which by law is for the account of the Holders of the Securities
and Coupons for whose benefit such Government Obligations are held.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 11.1 APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to the Securities of any series which are
redeemable before their maturity or to any Securities of a series which
have the benefit of a sinking fund, except as otherwise specified as
contemplated by Section 2.3 for Securities of any series.

Section 11.2 NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS. Notice of
redemption to the Holders of Registered Securities of any series to be
redeemed as a whole or in part shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not
more than 60 days prior to the date fixed for redemption, to such Holders
at their last addresses as they shall appear upon the registry books for
such Securities. Notice of redemption to the Holders of Unregistered
Securities of any series to be redeemed as a whole or in part, who have
filed their names and addresses with the Trustee pursuant to
Section 4.4(c)(ii), shall be given by mailing notice of such redemption by
first class mail, postage prepaid, at least 30 days and not more than 60
days prior to the date fixed for redemption, to such Holders at such
addresses as were so furnished to the Trustee (and, in the case of any
such notice given by the Issuer, the Trustee shall make such information
available to the Issuer for such purpose). Notice of redemption to all
other Holders of Unregistered Securities of any series shall be published
in an Authorized Newspaper in the Borough of Manhattan, The City of
New York, in each case once in each of three successive calendar weeks,
the first publication to be not less than 30 days nor more than 60 days
prior to the date fixed for redemption. Any notice which is mailed in the
manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice. Failure to give
notice by mail, or any defect in the notice to the Holder of any Security
of any series designated for redemption as a whole or in part, shall not
affect the validity of the proceedings for the redemption of any other
Security of such series.

The notice of redemption to each such Holder shall specify (a) the
principal amount of each Security of such series held by such Holder to be
redeemed, (b) the date fixed for redemption, (c) the redemption price, (d)
if applicable, the current conversion price or rate, (e) if applicable,
the name and address of the Conversion Agent, (f) if applicable, that the
right of the Holder to convert Securities called for redemption shall
terminate at the close of business on the fifteenth day prior to the
redemption date (or such other day as may be specified as contemplated by
Section 2.3 for Securities of any series), (g) if applicable, that Holders
who elect to convert Securities called for redemption must satisfy the
requirements for conversion contained in such Securities, (h) the place or
places of payment, that payment will be made upon presentation and
surrender of such Securities and, in the case of Securities with Coupons
attached thereto, of all Coupons appertaining thereto maturing after the
date fixed for redemption, (i) that such redemption is pursuant to the
mandatory or optional sinking or other analogous fund, or both, if such be
the case, (j) that interest accrued to the date fixed for redemption will
be paid as specified in such notice, (k) that on and after said date
interest thereon or on the portions thereof to be redeemed will cease to
accrue and (l) the CUSIP number. In case any Security is to be redeemed
in part only, the notice of redemption shall state the identification
numbers, the portion of the principal amount thereof to be redeemed and
shall state that on and after the date fixed for redemption, upon
surrender of such Security, a new Security or Securities of such series in
authorized denominations for an aggregate principal amount equal to the
unredeemed portion thereof will be issued.

The notice of redemption of Securities of any series to be redeemed
at the option of the Issuer shall be given by the Issuer or, at the
Issuer's request, by the Trustee in the name and at the expense of the
Issuer.

On or before the redemption date specified in the notice of
redemption given as provided in this Section, the Issuer will deposit with
the Trustee or with one or more paying agents (or, if the Issuer is acting
as its own paying agent, set aside, segregate and hold in trust as
provided in Section 3.4) an amount of money sufficient to redeem on the
redemption date all the Securities of any series so called for redemption
at the applicable redemption price, together with accrued interest to the
date fixed for redemption. The Issuer will deliver to the Trustee at
least 60 days prior to the date fixed for redemption an Officers'
Certificate stating such date, the aggregate principal amount of
Securities of each series to be redeemed and that no Events of Default
with respect to the Securities of such series have occurred (which have
not been waived or cured). In case of a redemption at the option of the
Issuer prior to the expiration of any restriction on such redemption, the
Issuer shall deliver to the Trustee, prior to the giving of any notice of
redemption to Holders pursuant to this Section, an Officers' Certificate
stating that such restriction has been complied with. If less than all
the Securities of any series are to be redeemed, the Trustee shall select,
in such manner as it shall deem appropriate and fair, Securities of such
series to be redeemed in whole or in part. Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall
promptly notify the Issuer in writing of the Securities of such series
selected for redemption and, in the case of any Securities of such series
selected for partial redemption, the principal amount thereof to be
redeemed. For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of
Securities of any series shall relate, in the case of any Security
redeemed or to be redeemed only in part, to the portion of the principal
amount of such Security which has been or is to be redeemed.

Section 11.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If
notice of redemption has been given as provided in Section 11.2, the
Securities or portions of Securities specified in such notice shall become
due and payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued to the date
fixed for redemption, and on and after said date (unless the Issuer shall
default in the payment of such Securities at the applicable redemption
price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease
to accrue, the unmatured Coupons, if any, appertaining thereto shall be
void and, except as provided in Sections 6.5 and 10.4, such Securities
shall cease from and after the date fixed for redemption to be entitled to
any benefit or security under this Indenture, and the Holders thereof
shall have no right in respect of such Securities except the right to
receive the applicable redemption price thereof and unpaid interest to the
date fixed for redemption and the right to convert such Securities, if
such Securities are convertible. On presentation and surrender of such
Securities at a place of payment specified in said notice, together with
all Coupons, if any, appertaining thereto maturing after the date fixed
for redemption, such Securities or the specified portions thereof shall be
paid and redeemed by the Issuer at the applicable redemption price,
together with interest accrued thereon to the date fixed for redemption;
provided that payment of interest becoming due on or prior to the date
fixed for redemption shall be payable, in the case of Securities with
Coupons attached thereto, to the Holders of the Coupons for such interest
upon surrender thereof or, in the case of Registered Securities, to the
Holders of such Registered Securities registered as such on the relevant
Record Date, subject to the terms and provisions of Sections 2.3 and 2.7.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate
of interest or Yield to Maturity (in the case of an Original Issue
Discount Security) borne by such Security.

If any Security with Coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant Coupons maturing
after the date fixed for redemption, the surrender of such missing Coupon
or Coupons may be waived by the Issuer and the Trustee, if there be
furnished to each of them such security or indemnity as they may require
to save each of them harmless.

Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the
order of the Holder thereof, at the expense of the Issuer, a new Security
or Securities of such series, of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.

Section 11.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
SELECTION FOR REDEMPTION. Securities shall be excluded from eligibility
for selection for redemption if they are identified by registration and
certificate number in an Officers' Certificate delivered to the Trustee at
least 60 days prior to the last date on which notice of redemption may be
given as being owned of record and beneficially by, and not pledged or
hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such Officers' Certificate as an Affiliate of the Issuer.

Section 11.5 MANDATORY AND OPTIONAL SINKING FUNDS. The minimum
amount of any sinking fund payment provided for by the terms of the
Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided
for by the terms of the Securities of any series is herein referred to as
an "optional sinking fund payment". The date on which a sinking fund
payment is to be made is herein referred to as the "sinking fund payment
date".

In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may
at its option (a) deliver to the Trustee Securities of such series
theretofore purchased or otherwise acquired (except upon redemption
pursuant to the mandatory sinking fund) by the Issuer or receive credit
for Securities of such series (not previously so credited) theretofore
purchased or otherwise acquired (except as aforesaid) by the Issuer and
delivered to the Trustee for cancellation pursuant to Section 2.10, (b)
receive credit for optional sinking fund payments (not previously so
credited) made pursuant to this Section or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the
Issuer through any optional redemption provision contained in the terms of
such series. Securities so delivered or credited shall be received or
credited by the Trustee at the sinking fund redemption price specified in
such Securities.

On or before the 60th day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee an Officers'
Certificate (which need not contain the statements required by Section
14.5) (a) specifying the portion of the mandatory sinking fund payment due
on such date to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series and the basis for such
credit, (b) stating that none of the Securities of such series to be so
credited has theretofore been so credited, (c) stating that no defaults in
the payment of interest or Events of Default with respect to such series
have occurred and are continuing (which have not been waived or cured) and
(d) stating whether or not the Issuer intends to exercise its right to
make an optional sinking fund payment on such date with respect to such
series and, if so, specifying the amount of such optional sinking fund
payment which the Issuer intends to pay on or before the next succeeding
sinking fund payment date. Any Securities of such series to be so
credited and required to be delivered to the Trustee in order for the
Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.10 to the Trustee with such Officers'
Certificate (or reasonably promptly thereafter if acceptable to the
Trustee). Such Officers' Certificate shall be irrevocable, and upon its
receipt by the Trustee the Issuer shall become unconditionally obligated
to make all the cash payments or other deliveries therein referred to, if
any, on or before the next succeeding sinking fund payment date. Failure
of the Issuer, on or before any such 60th day, to deliver such Officers'
Certificate and securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such 60th day, the
irrevocable election of the Issuer that (i) the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or
credit Securities of such series in respect thereof and (ii) the Issuer
will make no optional sinking fund payment with respect to such series on
such date as provided in this Section.

If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in
cash shall exceed $50,000 and if the Issuer shall so request with respect
to the Securities of any particular series, such cash shall be applied on
the next succeeding sinking fund payment date to the redemption of
Securities of such series at the applicable sinking fund redemption price,
together with accrued interest to the date fixed for redemption. If such
amount shall be $50,000 or less and the Issuer makes no such request, then
such amount shall be carried over until a sum in excess of $50,000 is
available. The Trustee shall select, in the manner provided in Section
11.2, for redemption on such sinking fund payment date a sufficient
principal amount of Securities of such series to absorb said cash, as
nearly as may be, and shall (if requested in writing by the Issuer) inform
the Issuer of the serial numbers of the Securities of such series (or
portions thereof) so selected. Securities shall be excluded from
eligibility for redemption under this Section if they are identified by
registration and certificate number in an Officers' Certificate delivered
to the Trustee at least 40 days prior to the sinking fund payment date as
being owned of record and beneficially by, and not pledged or hypothecated
by either (a) the Issuer or (b) an entity specifically identified in such
Officers' Certificate as an Affiliate of the Issuer. The Trustee, in the
name and at the expense of the Issuer (or the Issuer, if it shall so
request the Trustee in writing), shall cause notice of redemption of the
Securities of such series to be given in substantially the manner provided
in Section 11.2 (and with the effect provided in Section 11.3) for the
redemption of Securities of such series in part at the option of the
Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to
the next cash sinking fund payment for such series and, together with such
payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys held on the stated maturity date
of the Securities of a particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of
particular Securities of such series, shall be applied, together with
other moneys, if necessary, sufficient for the purpose, to the payment of
the principal of and interest on the Securities of such series at
maturity.

Unless otherwise provided for, on or before each sinking fund
payment date, the Issuer shall pay to the Trustee in cash or shall
otherwise provide for the payment of all interest accrued to the date
fixed for redemption on Securities to be redeemed on such sinking fund
payment date.

The Trustee shall not redeem or cause to be redeemed Securities of
any series with sinking fund moneys or give any notice of redemption of
Securities of such series by operation of the sinking fund for such series
during the continuance of any Event of Default with respect to such series
except that, if notice of redemption of any Securities of such series
shall theretofore have been given, the Trustee shall redeem or cause to be
redeemed such Securities, provided that the Trustee or one or more paying
agents shall have received from the Issuer a sum sufficient for such
redemption. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such Event of Default shall occur, and any
moneys thereafter paid into the sinking fund, shall, during the
continuance of such Event of Default, be deemed to have been collected
under Article Five and held for the payment of all Securities of such
series. In case such Event of Default shall have been waived as provided
in Section 5.10 or such Event of Default cured on or before the 60th day
preceding any sinking fund payment date, such moneys shall thereafter be
applied on the next succeeding sinking fund payment date in accordance
with this Section to the redemption of Securities of such series.

Section 11.6 CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION. In
connection with any redemption of Convertible Securities of any series
which are convertible into Common Stock, the Issuer may arrange for the
purchase and conversion of any such Securities called for redemption by an
agreement with one or more investment bankers or other purchasers to
purchase such Securities by paying to the Trustee in trust for the Holders
of such Securities, on or before the close of business on the redemption
date, an amount in cash not less than the redemption price, together with
interest, if any, accrued to the redemption date, of such Securities.
Notwithstanding anything to the contrary contained in this Article Eleven,
the obligation of the Issuer to pay the redemption price of such
Securities, including all accrued interest, if any, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, any such Securities not
duly surrendered for conversion by the Holders thereof may, at the option
of the Issuer, be deemed, to the fullest extent permitted by law, acquired
by such purchasers from such Holders and (notwithstanding anything to the
contrary contained in Article Thirteen) surrendered by such purchasers for
conversion, all as of immediately prior to the close of business on the
last day on which Securities of such series called for redemption may be
converted in accordance with this Indenture and the terms of such
Securities, subject to payment of the above amount as aforesaid. The
Trustee shall hold and pay to the Holders whose Securities are selected
for redemption any such amount paid to it in the same manner as it would
moneys deposited with it by the Issuer for the redemption of Securities.
Without the Trustee's prior written consent, no arrangement between the
Issuer and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this
Indenture, and the Issuer agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of
any Securities between the Issuer and such purchasers, including the costs
and expenses incurred by the Trustee in the defense of any claim or
liability arising out of or in connection with the exercise or performance
of any of its powers, duties, responsibilities or obligations under this
Indenture.

ARTICLE TWELVE

SUBORDINATION

Section 12.1 APPLICABILITY OF ARTICLE; SECURITIES SUBORDINATED TO
SENIOR INDEBTEDNESS. (a) This Article Twelve shall apply only to the
Securities of any series which, pursuant to Section 2.3, are expressly
made subject to this Article. Such Securities are referred to in this
Article Twelve as "Subordinated Securities."

(b) The Issuer covenants and agrees, and each Holder of
Subordinated Securities by his acceptance thereof likewise covenants and
agrees, that the indebtedness represented by the Subordinated Securities
and the payment of the principal and interest, if any, on the Subordinated
Securities is subordinated and subject in right, to the extent and in the
manner provided in this Article, to the prior payment in full of all
Senior Indebtedness.

"Senior Indebtedness" means the principal of and premium, if any,
and interest on the following, whether outstanding on the date hereof or
thereafter incurred, created or assumed: (i) indebtedness of the Issuer
for money borrowed by the Issuer (including purchase money obligations, or
evidenced by debentures (other than the Subordinated Securities), notes,
bankers' acceptances or other corporate debt securities, or similar
instruments issued by the Issuer; (ii) obligations with respect to letters
of credit; (iii) all indebtedness of others of the type referred to in the
preceding clauses (i) and (ii) assumed by or guaranteed in any manner by
the Issuer or in effect guaranteed by the Issuer; or (iv) renewals,
extensions or refundings of any of the indebtedness referred to in the
preceding clauses (i), (ii) and (iii) unless, in the case of any
particular indebtedness, renewal, extension or refunding, under the
express provisions of the instrument creating or evidencing the same or
the assumption or guarantee of the same, or pursuant to which the same is
outstanding, such indebtedness or such renewal, extension or refunding
thereof is not superior in right of payment to the Subordinated
Securities.

Section 12.2 ISSUER NOT TO MAKE PAYMENTS WITH RESPECT TO
SUBORDINATED SECURITIES IN CERTAIN CIRCUMSTANCES. (a) Upon the maturity
of any Senior Indebtedness by lapse of time, acceleration or otherwise,
all principal thereof and premium, if any, and interest thereon shall
first be paid in full, or such payment duly provided for in cash in a
manner satisfactory to the holders of such Senior Indebtedness, before any
payment is made on account of the principal of or interest on
Subordinated Securities or to acquire any Subordinated Securities or on
account of any sinking fund provisions of any Subordinated Securities
(except payments made in capital stock of the Issuer or in warrants,
rights or options to purchase or acquire capital stock of the Issuer,
sinking fund payments made in Subordinated Securities acquired by the
Issuer before the maturity of such Senior Indebtedness, and payments made
through the exchange of other debt obligations of the Issuer for such
Subordinated Securities in accordance with the terms of such Subordinated
Securities, provided that such debt obligations are subordinated to Senior
Indebtedness at least to the extent that the Subordinated Securities for
which they are exchanged are so subordinated pursuant to this Article
Twelve).

(b) Upon the happening and during the continuation of any
default in payment of the principal of and premium, if any, or interest on
any Senior Indebtedness when the same becomes due and payable or in the
event any judicial proceeding shall be pending with respect to any such
default, then, unless and until such default shall have been cured or
waived or shall have ceased to exist, no payment shall be made by the
Issuer with respect to the principal of or interest on Subordinated
Securities or to acquire any Subordinated Securities or on account of any
sinking fund provisions of Subordinated Securities (except payments made
in capital stock of the Issuer or in warrants, rights, or options to
purchase or acquire capital stock of the Issuer, sinking fund payments
made in Subordinated Securities acquired by the Issuer before such default
and notice thereof, and payments made through the exchange of other debt
obligations of the Issuer for such Subordinated Securities in accordance
with the terms of such Subordinated Securities, provided that such debt
obligations are subordinated to Senior Indebtedness at least to the extent
that the Subordinated Securities for which they are exchanged are so
subordinated pursuant to this Article Twelve).

(c) In the event that, notwithstanding the provisions of this
Section 12.2, the Issuer shall make any payment to the Trustee on account
of the principal of or interest on Subordinated Securities, or on account
of any sinking fund provisions of such Securities, after the maturity of
any Senior Indebtedness as described in Section 12.2(a) above or after the
happening of a default in payment of the principal of and premium, if any,
or interest on any Senior Indebtedness as described in Section 12.2(b)
above, then, unless and until all Senior Indebtedness which shall have
matured, and all interest thereon, shall have been paid in full (or the
declaration of acceleration thereof shall have been rescinded or
annulled), or such default shall have been cured or waived or shall have
ceased to exist, such payment (subject to the provisions of Sections 12.6
and 12.7) shall be held by the Trustee, in trust for the benefit of, and
shall be paid forthwith over and delivered to, the holders of such Senior
Indebtedness (pro rata as to each of such holders on the basis of the
respective amounts of Senior Indebtedness held by them) or their
representative or the trustee under the indenture or other agreement (if
any) pursuant to which such Senior Indebtedness may have been issued, as
their respective interests may appear, for application to the payment of
all such Senior Indebtedness remaining unpaid to the extent necessary to
pay the same in full in accordance with its terms, after giving effect to
any concurrent payment or distribution to or for the holders of Senior
Indebtedness. The Issuer shall give prompt written notice to the Trustee
of any default in the payment of principal of or interest on any Senior
Indebtedness.

Section 12.3 SUBORDINATED SECURITIES SUBORDINATED TO PRIOR PAYMENT
OF ALL SENIOR INDEBTEDNESS ON DISSOLUTION, LIQUIDATION OR REORGANIZATION
OF ISSUER. Upon any distribution of assets of the Issuer in any
dissolution, winding up, liquidation or reorganization of the Issuer
(whether voluntary or involuntary, in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the benefit of
creditors or otherwise):

(a) the holders of all Senior Indebtedness shall first be
entitled to receive payments in full of the principal thereof and premium,
if any, and interest due thereon, or provision shall be made for such
payment, before the Holders of Subordinated Securities are entitled to
receive any payment on account of the principal of or interest on such
Securities;

(b) any payment or distribution of assets of the Issuer of any
kind or character, whether in cash, property or securities (other than
securities of the Issuer as reorganized or readjusted or securities of the
Issuer or any other corporation provided for by a plan or reorganization
or readjustment the payment of which is subordinate, at least to the
extent provided in this Article Twelve with respect to Subordinated
Securities, to the payment in full without diminution or modification by
such plan of all Senior Indebtedness), to which the Holders of
Subordinated Securities or the Trustee on behalf of the Holders of
Subordinated Securities would be entitled except for the provisions of
this Article Twelve shall be paid or delivered by the liquidating trustee
or agent or other person making such payment or distribution directly to
the holders of Senior Indebtedness or their representative, or to the
trustee under any indenture under which Senior Indebtedness may have been
issued (pro rata as to each such holder, representative or trustee on the
basis of the respective amounts of unpaid Senior Indebtedness held or
represented by each), to the extent necessary to make payment in full of
all Senior Indebtedness remaining unpaid, after giving effect to any
concurrent payment or distribution or provision thereof to the holders of
such Senior Indebtedness; and

(c) in the event that notwithstanding the foregoing provisions
of this Section 12.3, any payment or distribution of assets of the Issuer
of any kind or character, whether in cash, property or securities (other
than securities of the Issuer as reorganized or readjusted or securities
of the Issuer or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at
least to the extent provided in this Article Twelve with respect to
Subordinated Securities, to the payment in full without diminution or
modification by such plan of all Senior Indebtedness), shall be received
by the Trustee or the Holders of the Subordinated Securities on account of
principal of or interest on the Subordinated Securities before all Senior
Indebtedness is paid in full, or effective provision made for its payment,
such payment or distribution (subject to the provisions of Section 12.6
and 12.7) shall be received and held in trust for and shall be paid over
to the holders of the Senior Indebtedness remaining unpaid or unprovided
for or their representative, or to the trustee under any indenture under
which such Senior Indebtedness may have been issued (pro rata as provided
in subsection (b) above), for application to the payment of such Senior
Indebtedness until all such Senior Indebtedness shall have been paid in
full, after giving effect to any concurrent payment or distribution or
provision therefor to the holders of such Senior Indebtedness.

The Issuer shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the Issuer.

The consolidation of the Issuer with, or the merger of the Issuer
into, another corporation or the liquidation or dissolution of the Issuer
following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article Nine hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of
this Section 12.3 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions
stated such in Article Nine.

Section 12.4 HOLDERS OF SUBORDINATED SECURITIES TO BE SUBROGATED
TO RIGHT OF HOLDERS OF SENIOR INDEBTEDNESS. Subject to the payment in
full of all Senior Indebtedness, the Holders of Subordinated Securities
shall be subrogated equally and ratably to the rights of the holders of
Senior Indebtedness to receive payments or distributions of assets of the
Issuer applicable to the Senior Indebtedness until all amounts owing on
Subordinated Securities shall be paid in full, and for the purposes of
such subrogation no payments or distributions to the holders of the Senior
Indebtedness by or on behalf of the Issuer or by or on behalf of the
Holders of Subordinated Securities by virtue of this Article Twelve which
otherwise would have been made to the Holders of Subordinated Securities
shall, as between the Issuer, its creditors other than holders of Senior
Indebtedness and the Holders of Subordinated Securities, be deemed to be
payment by the Issuer to or on account of the Senior Indebtedness, it
being understood that the provisions of this Article Twelve are and are
intended solely for the purpose of defining the relative rights of the
Holders of the Subordinated Securities, on the one hand, and the holders
of the Senior Indebtedness, on the other hand.

Section 12.5 OBLIGATION OF THE ISSUER UNCONDITIONAL. Nothing
contained in this Article Twelve or elsewhere in this Indenture or in any
Subordinated Security is intended to or shall impair, as among the Issuer,
its creditors other than holders of Senior Indebtedness and the Holders of
Subordinated Securities, the obligation of the Issuer, which is absolute
and unconditional, to pay to the Holders of Subordinated Securities the
principal of and interest on Subordinated Securities as and when the same
shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders of
Subordinated Securities and creditors of the Issuer other than the holders
of the Senior Indebtedness, nor shall anything herein or therein prevent
the Trustee or the Holder of any Subordinated Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article Twelve of the
holders of Senior Indebtedness in respect of cash, property or securities
of the Issuer received upon the exercise of any such remedy. Upon any
payment or distribution of assets of the Issuer referred to in this
Article Twelve, the Trustee and Holders of Subordinated Securities shall
be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which such dissolution, winding up, liquidation
or reorganization proceedings are pending, or, subject to the provisions
of Section 6.1 and 6.2, a certificate of the receiver, trustee in
bankruptcy, liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or the Holders of Subordinated
Securities, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Indebtedness
and other indebtedness of the Issuer, the amount thereof or payable
thereon, the amount or amounts paid or distributed therein and all other
facts pertinent thereto or to this Article Twelve.

Nothing contained in this Article Twelve or elsewhere in this
Indenture or in any Subordinated Security is intended to or shall affect
the obligation of the Issuer to make, or prevent the Issuer from making,
at any time except during the pendency of any dissolution, winding up,
liquidation or reorganization proceeding, and, except as provided in
subsections (a) and (b) of Section 12.2, payments at any time of the
principal of or interest on Subordinated Securities.

Section 12.6 TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN
ABSENCE OF NOTICE. The Issuer shall give prompt written notice to the
Trustee of any fact known to the Issuer which would prohibit the making of
any payment or distribution to or by the Trustee in respect of the
Subordinated Securities. Notwithstanding the provisions of this Article
Twelve or any provision of this Indenture, the Trustee shall not at any
time be charged with knowledge of the existence of any facts which would
prohibit the making of any payment or distribution to or by the Trustee,
unless at least two Business Days prior to the making of any such payment,
the Trustee shall have received written notice thereof from the Issuer or
from one or more holders of Senior Indebtedness or from any representative
thereof or from any trustee therefor, together with proof satisfactory to
the Trustee of such holding of Senior Indebtedness or of the authority of
such representative or trustee; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Sections 6.1 and
6.2, shall be entitled to assume conclusively that no such facts exist.
The Trustee shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself to be a holder of Senior
Indebtedness (or a representative or trustee on behalf of the holder) to
establish that such notice has been given by a holder of Senior
Indebtedness (or a representative of or trustee on behalf of any such
holder). In the event that the Trustee determines, in good faith, that
further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payments or
distribution pursuant of this Article Twelve, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of Senior Indebtedness held by such Person, as to the
extent to which such Person is entitled to participate in such payment or
distribution, and as to other facts pertinent to the rights of such Person
under this Article Twelve, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
Trustee, however, shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and nothing in this Article Twelve shall
apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.6.

Section 12.7 APPLICATION BY TRUSTEE OF MONIES OR GOVERNMENT
OBLIGATIONS DEPOSITED WITH IT. Money or Government obligations deposited
in trust with the Trustee pursuant to and in accordance with Section 10.1
shall be for the sole benefit of Securityholders and, to the extent
allocated for the payment of Subordinated Securities, shall not be subject
to the subordination provisions of this Article Twelve, if the same are
deposited in trust prior to the happening of any event specified in
Section 12.2. Otherwise, any deposit of monies or Government Obligations
by the Issuer with the Trustee or any paying agent (whether or not in
trust) for the payment of the principal of or interest on any Subordinated
Securities shall be subject to the provisions of Section 12.1, 12.2 and
12.3 except that, if prior to the date on which by the terms of this
Indenture any such monies may become payable for any purposes (including,
without limitation, the payment of the principal of or the interest, if
any, on any Subordinated Security) the Trustee shall not have received
with respect to such monies the notice provided for in Section 12.6, then
the Trustee or the paying agent shall have full power and authority to
receive such monies and Government Obligations and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such date.
This Section 12.7 shall be construed solely for the benefit of the Trustee
and paying agent and, as to the first sentence hereof, the
Securityholders, and shall not otherwise effect the rights of holders of
Senior Indebtedness.

Section 12.8 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR
OMISSIONS OF ISSUER OR HOLDERS OF SENIOR INDEBTEDNESS. No rights of any
present or future holders of any Senior Indebtedness to enforce
subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the
Issuer or by any act or failure to act, in good faith, by any such holders
or by any noncompliance by the Issuer with the terms of this Indenture,
regardless of any knowledge thereof which any such holder may have or be
otherwise charged with.

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

Section 12.9 SECURITYHOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE
SUBORDINATION OF SECURITIES. Each Holder of Subordinated Securities by
his acceptance thereof authorizes and expressly directs the Trustee on his
behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article Twelve and appoints
the Trustee his attorney-in-fact for such purpose, including in the event
of any dissolution, winding up, liquidation or reorganization of the
Issuer (whether in bankruptcy, insolvency or receivership proceedings or
upon an assignment for the benefit of creditors or otherwise) the
immediate filing of a claim for the unpaid balance of his Subordinated
Securities in the form required in said proceedings and causing said claim
to be approved. If the Trustee does not file a proper claim or proof of
debt in the form required in such proceeding prior to 30 days before the
expiration of the time to file such claim or claims, then the holders of
Senior Indebtedness have the right to file and are hereby authorized to
file an appropriate claim for and on behalf of the Holders of said
Securities.

Section 12.10 RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS. The
Trustee in its individual capacity shall be entitled to all of the rights
set forth in this Article Twelve in respect of any Senior Indebtedness at
any time held by it to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall be construed to deprive
the Trustee of any of its rights as such holder.

With respect to the holders of Senior Indebtedness of the Issuer,
the Trustee undertakes to perform or to observe only such of its covenants
and obligations as are specifically set forth in this Article Twelve, and
no implied covenants or obligations with respect to the holders of such
Senior Indebtedness shall be read into this Indenture against the Trustee.
The Trustee shall not be deemed to owe any fiduciary duty to the holders
of such Senior Indebtedness and, subject to the provisions of Section 12.2
and 12.3, the Trustee shall not be liable to any holder of such Senior
Indebtedness if it shall pay over or deliver to Holders of Subordinated
Securities, the Issuer or any other Person money or assets to which any
holder of such Senior Indebtedness shall be entitled by virtue of this
Article Twelve or otherwise.

Section 12.11 ARTICLE TWELVE NOT TO PREVENT EVENTS OF DEFAULTS.
The failure to make a payment on account of principal or interest by
reason of any provision in this Article Twelve shall not be construed as
preventing the occurrence of an Event of Default under Section 5.1.

ARTICLE THIRTEEN

CONVERSION

Section 13.1 APPLICABILITY OF ARTICLE. Securities of any series
which are convertible into Common Stock at the option of the Holder shall
be convertible in accordance with their terms and (except as otherwise
specified as contemplated by Section 2.3 for Securities of the series) in
accordance with this Article. Each reference in this Article to "a
Security" or "the Securities" refers to the Securities of the particular
series that is convertible into Common Stock. If more than one series of
Securities with conversion privileges are outstanding at any time, the
provisions of this Article shall be applied separately to each such
series.

Section 13.2 CONVERSION PRIVILEGE. A Holder of a Security of any
authorized denomination of any series may convert such Security at the
principal amount thereof, or of such portion thereof, into fully paid and
non-assessable shares of Common Stock, at any time during the period
specified on the Securities of that series, at the conversion price or
conversion rate in effect on the conversion date, except that, with
respect to any Security (or portion thereof) called for redemption, such
conversion right shall (except as otherwise provided in Section 11.6)
terminate at the close of business on the fifteenth day prior to the date
fixed for redemption of such Security (or portion thereof) (or such other
day as may be specified as contemplated by Section 2.3 for Securities of
such series), unless the Issuer shall default in payment of the amount due
upon redemption thereof.

The initial conversion price or conversion rate in respect of a
series of Securities shall be as specified on the Securities of that
series. The conversion price or conversion rate will be subject to
adjustment on the terms set forth in Section 13.7 through 13.13 or such
other or different terms, if any, as may be specified as contemplated by
Section 2.3 for Securities of such series.

A Holder may convert any Security in full and may convert a portion
of a Security if the portion to be converted and the remaining portion of
such Security are in denominations issuable for that series of Securities.
Provisions of this Indenture that apply to conversion of all of a Security
also apply to conversion of a portion of it.

Section 13.3 CONVERSION PROCEDURE. To convert a Security of any
series, a Holder must surrender such Security, duly endorsed or assigned
to the Issuer or in blank, at any office or agency of the Issuer
maintained for that purpose, accompanied by written notice to the Issuer
at such office or agency that the Holder elects to convert such Security
or, if less than the entire principal amount thereof is to be converted,
the portion thereof to be converted. The date on which the Holder
satisfies all those requirements is the conversion date. As soon as
practicable after the conversion date, the Issuer shall deliver to the
Holder through the Conversion Agent a certificate for the number of shares
of Common Stock issuable upon the conversion and cash or its check in lieu
of any fractional share. The Person in whose name the certificate is
registered becomes a stockholder of record on the conversion date and the
rights of the Holder of the Securities so converted as a Holder thereof
cease as of such date.

If the Holder converts more than one Security of any series at the
same time, the number of full shares issuable upon the conversion shall be
based on the total principal amount of the Securities of such series so
converted.

Upon surrender of a Security of any series that is converted in
part, the Trustee shall authenticate for the Holder a new Security of that
series equal in principal amount to the unconverted portion of the
Security surrendered.

If the last day on which a Security may be converted is not a
Business Day in a place where a Conversion Agent is located, the Security
may be surrendered to that Conversion Agent on the next succeeding day
that is a Business Day.

The Issuer will not be required to deliver certificates for shares
of Common Stock upon conversion while its stock transfer books are closed
for a meeting of stockholders or for the payment of dividends or for any
other purpose, but certificates for shares of Common Stock shall be
delivered as soon as the stock transfer books shall again be opened.

Securities of any series surrendered for conversion during the
period from the close of business on any Record Date next preceding any
Interest Payment Date for such series to the opening of business on such
Interest Payment Date shall (except in the case of Securities or portions
thereof which have been called for redemption on a redemption date within
such period) be accompanied by payment in funds acceptable to the Issuer
of an amount equal to the interest payable on such Interest Payment Date
on the principal amount of Securities being surrendered for conversion;
provided, that no such payment need be made if there shall exist, at the
time of conversion, a default in the payment of interest on the Securities
of such series. The funds so delivered to the Conversion Agent shall be
paid to the Issuer on or after such Interest Payment Date unless the
Issuer shall default on the payment of the interest due on such Interest
Payment Date, in which event such funds shall be paid to the Holder who
delivered the same. Except as provided in the preceding sentence and
subject to the last paragraph of Section 2.7, no payment or adjustment
shall be made upon any conversion on account of any interest accrued on
the Securities surrendered for conversion or on account of any dividends
on the Common Stock issued upon conversion.

Section 13.4 FRACTIONAL SHARES. The Issuer will not issue a
fractional share of Common Stock upon conversion of a Security. Instead,
the Issuer will deliver cash or its check for the current market value of
a fractional share. The current market value of a fractional share is
determined as follows: Multiply the current market price of a full share
of Common Stock on the last full trading day prior to the conversion date
by the fraction (rounded to the nearest 1/100 of a share) and round the
result to the nearest whole cent.

Section 13.5 TAXES ON CONVERSION. The Issuer shall pay any and
all documentary, stamp or similar issue or transfer taxes due on the issue
or delivery of shares of Common Stock upon the conversion of Securities
pursuant hereto. The Holder, however, shall pay any such tax which is due
because the shares of Common Stock are issued in a name other than his.

Section 13.6 ISSUER TO PROVIDE STOCK. The Issuer shall from time
to time as may be necessary reserve and keep available out of its
authorized but unissued Common Stock or its Common Stock held in treasury
enough shares of Common Stock to permit the conversion of all outstanding
Securities.

All shares of Common Stock which may be issued or delivered upon
conversion of the Securities shall be validly issued, fully paid and non-
assessable and shall be free from any preemptive rights.

In order that the Issuer may issue shares of Common Stock upon
conversion of the Securities, the Issuer will endeavor to comply with all
applicable Federal and State securities laws and will endeavor to list
such shares on each national or regional securities exchange on which the
Common Stock is listed.

If the taking of any action would cause an adjustment to the then
prevailing conversion price or conversion rate which would result in
shares of Common Stock being issued upon conversion of the Securities at
an effective conversion price below the then par value, if any, of the
Common Stock, or would raise the par value above the effective conversion
price then in effect, the Issuer will take such corporate action as may,
in the opinion of its counsel, be necessary in order that the Issuer may
validly and legally issue fully paid and non-assessable shares of its
Common Stock at such adjusted conversion price or conversion rate or the
conversion price or conversion rate then in effect, as the case may be.

Section 13.7 ADJUSTMENT FOR CHANGE IN CAPITAL STOCK. If the
Issuer:

(1) pays a dividend or makes a distribution in shares of its
Common Stock;

(2) subdivides its outstanding shares of Common Stock into a
greater number of shares;

(3) combines its outstanding shares of Common Stock into a
smaller number of shares;

(4) pays a dividend or makes a distribution on its Common
Stock other than in shares of its Common Stock; or

(5) issues by reclassification of its shares of Common Stock
any shares of its capital stock,

then the conversion privilege and the conversion price or conversion rate
in effect immediately prior to the opening of business on the record date
for such dividend or distribution or the effective date of such
subdivision, combination or reclassification shall be adjusted so that the
Holder of any Security thereafter converted may receive the number of
shares of capital stock of the Issuer which such Holder would have owned
immediately following such action if such Holder had converted the
Security immediately prior to such time. Such adjustment shall be made
successively whenever any event listed below shall occur.

For a dividend or distribution, the adjustment shall become
effective immediately after the record date for the dividend or
distribution. For a subdivision, combination or reclassification, the
adjustment shall become effective immediately after the effective date of
the subdivision, combination or reclassification.

If after an adjustment a Holder of a Security upon conversion of it
may receive shares of two or more classes of capital stock of the Issuer,
the conversion prices of the classes of capital stock (after giving effect
to such allocation of the adjusted conversion price between or among the
classes of capital stock as the Board of Directors shall determine to be
appropriate) or the conversion rate, as the case may be, shall thereafter
be subject to adjustment on terms comparable to those applicable to Common
Stock in this Indenture.

Any shares of Common Stock issuable in payment of a dividend shall
be deemed to have been issued immediately prior to the time of the record
date for such dividend for purposes of calculating the number of
outstanding shares of Common Stock under Sections 13.8 and 13.9.

Section 13.8 ADJUSTMENT FOR RIGHTS ISSUE. If the Issuer issues
any rights or warrants to all holders of shares of its Common Stock
entitling them for a period expiring within 45 days after the record date
mentioned below to purchase shares of Common Stock (or Convertible
Securities) at a price per share (or having a conversion price per share,
after adding thereto an allocable portion of the exercise price of the
right or warrant to purchase such Convertible Securities, computed on the
basis of the maximum number of shares of Common Stock issuable upon
conversion of such Convertible Securities) less than the Average Market
Price on the Determination Date, the conversion price or rate shall be
adjusted so that it shall equal the price or rate determined by
multiplying the conversion price or dividing the conversion rate, as the
case may be, in effect immediately prior to the opening of business on
that record date by a fraction, of which the numerator shall be the number
of shares of Common Stock outstanding on such record date plus the number
of shares of Common Stock which the aggregate offering price of the total
number of shares of Common Stock so offered (or the aggregate conversion
price of the Convertible Securities to be so offered, after adding thereto
the aggregate exercise price of the rights or warrants to purchase such
Convertible Securities) would purchase at such Average Market Price and of
which the denominator shall be the number of shares of Common Stock
outstanding on such record date plus the number of additional shares of
Common Stock offered for subscription or purchase (or into which the
Convertible Securities so offered are convertible). Shares of Common
stock owned by or held for the account of the Issuer shall not be deemed
outstanding for the purpose of any such adjustment.

For purposes of this Section 13.8, the number of shares of Common
Stock outstanding on any record date shall be deemed to include the
maximum number of shares of Common Stock the issuance of which would be
necessary to effect the full exercise, exchange or conversion of all
Convertible Securities outstanding on such record date which are then
exercisable, exchangeable or convertible at a price equal to or less than
the Average Market Price per share of Common Stock, if all of such
Convertible Securities were deemed to have been exercised, exchanged or
converted immediately prior to the opening of business on such record
date.

The adjustment shall be made successively whenever any such rights
or warrants are issued, and shall become effective immediately after the
record date or the determination of stockholders entitled to receive the
rights or warrants. If all of the shares of Common Stock (or all of the
Convertible Securities) subject to such rights or warrants have not been
issued when such rights or warrants expire (or, in the case of rights or
warrants to purchase Convertible Securities which have been exercised, all
of the shares of Common Stock issuable upon conversion of such Convertible
Securities have not been issued prior to the expiration of the conversion
right thereof), then the conversion price or conversion rate shall
promptly be readjusted to the conversion price or conversion rate which
would then be in effect had the adjustment upon the issuance of such
rights or warrants been made on the basis of the actual number of shares
of Common Stock (or Convertible Securities) issued upon the exercise of
such rights or warrants (or the conversion of such Convertible
Securities).

No adjustment shall be made under this Section 13.8 if the adjusted
conversion price would be higher than, or the adjusted conversion rate
would be less than, the conversion price or conversion rate, as the case
may be, in effect prior to such adjustment.

Section 13.9 ADJUSTMENTS FOR OTHER DISTRIBUTIONS. If the Issuer
distributes to all holders of shares of its Common Stock any assets or
debt securities or any rights or warrants to purchase securities, the
conversion price or conversion rate shall be adjusted by multiplying the
conversion price or dividing the conversion rate, as the case may be, in
effect immediately prior to the opening of business on the record date
mentioned below by a fraction, of which the numerator shall be the total
number of shares of Common Stock outstanding on such record date
multiplied by the Average Market Price on the Determination Date, less the
fair market value (as determined by the Board of Directors) on such record
date of said assets or debt securities or rights or warrants so
distributed, and of which the denominator shall be the total number of
shares of Common Stock outstanding on such record date multiplied by such
Average Market Price.

For purposes of this Section 13.9, the number of shares of Common
Stock outstanding on any record date shall be deemed to include the
maximum number of shares of Common Stock the issuance of which would be
necessary to effect the full exercise, exchange or conversion of all
Convertible Securities outstanding on such record date which are then
exercisable, exchangeable or convertible at a price equal to or less than
the Average Market Price, if all of such Convertible Securities were
deemed to have been exercised, exchanged or converted immediately prior to
the opening of business on such record date.

The adjustment shall be made successively whenever any such
distribution is made, and shall become effective immediately after the
record date for the determination of stockholders entitled to receive the
distribution. Shares of Common Stock owned by or held for the account of
the Issuer shall not be deemed outstanding for the purpose of any such
adjustment.

No adjustment shall be made under this Section 13.9 if the adjusted
conversion price would be higher than, or the adjusted conversion rate
would be less than, the conversion price or conversion rate, as the case
may be, in effect prior to such adjustment.

This Section does not apply to cash dividends or distributions.
Also, this Section does not apply to dividends or distributions referred
to in Section 13.7 or to rights or warrants referred to in Section 13.8.

Section 13.10 VOLUNTARY ADJUSTMENT. The Issuer at any time may
reduce the conversion price or increase the conversion rate, temporarily
or otherwise, by any amount but in no event shall such adjusted conversion
price or conversion rate result in shares of Common Stock being issuable
upon conversion of the Securities if converted at the time of such
adjustment at an effective conversion price per share less than the par
value of the Common Stock at the time such adjustment is made.

A voluntary adjustment of the conversion price or conversion rate
pursuant to this Section 13.10 does not change or adjust the conversion
price or conversion rate otherwise in effect for purposes of Section 13.7,
13.8 or 13.9. If an event requiring an adjustment to the conversion price
or conversion rate pursuant to Section 13.7, 13.8 or 13.9 occurs at any
time that a voluntary adjustment to the conversion price or conversion
rate is in effect pursuant to this Section 13.10, then the adjustment
required by the applicable of Section 13.7, 13.8 or 13.9 shall be made to
the conversion price or conversion rate that would otherwise have been in
effect as of the relevant date specified in such Section had no voluntary
adjustment pursuant to this Section 13.10 been made, and for purposes of
applying such Section, any such voluntary adjustment shall be disregarded.
If such adjustment would result in a lower conversion price or a higher
conversion rate, as the case may be, than the conversion price or
conversion rate as voluntarily adjusted by the Issuer then such lower
conversion price or higher conversion rate shall be the conversion price
or conversion rate, as the case may be.

Section 13.11 CERTAIN DEFINITIONS. For the purposes of this
Article, the following terms have the following meanings:

"Average Market Price" of a share of Common Stock on the
Determination Date for any issuance of rights or warrants or any
distribution in respect of which the Average Market Price is being
calculated means the average of the daily current market prices of the
Common Stock for the shortest of:

(i) the period of 30 consecutive trading days commencing
45 trading days before such Determination Date,

(ii) the period commencing on the date next succeeding
the first public announcement of the issuance of rights or warrants or the
distribution in respect of which the Average Market Price is being
calculated and ending on the last full trading day before such
Determination Date, and

(iii) the period, if any, commencing on the date next
succeeding the Ex-Dividend Date with respect to the next preceding
issuance of rights or warrants or distribution for which an adjustment is
required by the provisions of Sections 13.7(4), 13.8 or 13.9, and ending
on the last full trading day before such Determination Date.

If the record date for an issuance of rights or warrants or a
distribution for which an adjustment is required by the provisions of
Sections 13.7(4), 13.8 or 13.9 (the "preceding adjustment event"),
precedes the record date for the issuance or distribution in respect of
which the Average Market Price is being calculated and the Ex-Dividend
Date for such preceding adjustment event is on or after the Determination
Date for the issuance or distribution in respect of which the Average
Market Price is being calculated, then the Average Market Price shall be
adjusted by deducting therefrom the fair market value (on the record date
for the issuance or distribution in respect of which the Average Market
Price is being calculated), as determined by the Board of Directors, of
the capital stock, rights, warrants, assets or debt securities issued or
distributed in respect of each share of Common Stock in such preceding
adjustment event.

Further, in the event that the Ex-Dividend Date (or in the case of
a subdivision, combination or reclassification, the effective date with
respect thereto) with respect to a dividend, subdivision, combination
or reclassification to which Section 13.7(1), (2), (3) or (5) applied
occurs during the period applicable for calculating the Average Market
Price, then the Average Market Price shall be calculated for such
period in a manner determined by the Board of Directors to reflect the
impact of such dividend, subdivision, combination or reclassification
on the current market price of the Common Stock during such period.

"current market price" of a share of Common Stock on any day
means the last reported sale price (or, if no sale price is reported, the
average of the high and low bid prices) on such day on the National
Association of Securities Dealers, Inc. Automated Quotation System or as
quoted by the National Quotation Bureau Incorporated, or if the Common
Stock is listed on an exchange, on the principal exchange on which the
Common Stock is listed. In the event that no such quotation is available
for any day, the Board of Directors shall be entitled to determine the
current market price on the basis of such quotations as it considers
appropriate.

"Determination Date" for any issuance of rights or warrants or
any distribution to which Section 13.8 or 13.9 applies means the earlier
of (i) the record date for the determination of stockholders entitled to
receive the rights or warrants or the distribution to which such Section
applies and (ii) the Ex-Dividend Date of such rights, warrants or
distribution.

"Ex-Dividend Date" means the date on which "ex-dividend"
trading commences for a dividend, an issuance of rights or warrants or a
distribution to which any of Sections 13.7, 13.8 and 13.9 applies in the
over-the-counter market or on the principal exchange on which the Common
Stock is then quoted or listed.

Section 13.12 WHEN ADJUSTMENT MAY BE DEFERRED. In any case in
which this Article shall require that an adjustment shall become effective
immediately after a record date for an event, the Issuer may defer until
the occurrence of such event (i) issuing to the Holder of any Security
converted after such record date and before the occurrence of such event
the additional shares of Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the shares
of Common Stock issuable upon such conversion before giving effect to such
adjustment and (ii) paying to such Holder cash or its check in lieu of any
fractional interest to which he is entitled pursuant to Section 13.4;
provided, however, that the Issuer shall deliver to such Holder a due bill
or other appropriate instrument evidencing such Holder's rights to receive
such additional shares of Common Stock, and such cash, upon the occurrence
of the event requiring such adjustment.

Section 13.13 WHEN ADJUSTMENT IS NOT REQUIRED. No adjustments in
the conversion price or conversion rate need be made unless the adjustment
would require an increase or decrease of at least one percent (1%) in the
initial conversion price or conversion rate. Any adjustment which is not
made shall be carried forward and taken into account in any subsequent
adjustment.

All calculations under this Article shall be made to the nearest
cent or to the nearest 1/100th of a share, as the case may be.

No adjustment in the conversion price or conversion rate shall be
made because the Issuer issues, in exchange for cash, property or
services, shares of Common Stock, or any securities convertible into or
exchangeable for shares of Common Stock, or securities carrying the right
to purchase shares of Common Stock or such convertible or exchangeable
securities.

No adjustment in the conversion price or conversion rate need be
made under this Article for sales of shares of Common Stock pursuant to an
Issuer plan providing for reinvestment of dividends or interest or in the
event the par value of the Common Stock is changed.

No adjustment in the conversion price or conversion rate need be
made for a transaction referred to in Section 13.7, 13.8 or 13.9 if
Securityholders are to participate in the transaction on a basis and with
notice that the Board of Directors determines to be fair and appropriate
in light of the basis and notice on which holders of Common Stock
participate in the transaction; provided that the basis on which the
Securityholders are to participate in the transaction shall not be deemed
to be fair if it would require the conversion of Securities at any time
prior to the expiration of the conversion period specified for such
Securities.

To the extent the Securities become convertible into cash, no
adjustment need be made thereafter as to such cash. Interest will not
accrue on such cash.

Section 13.14 NOTICE OF ADJUSTMENT. Whenever the conversion price
or conversion rate is adjusted, the Issuer shall promptly mail to
Securityholders a notice of the adjustment and file with the Trustee an
Officers' Certificate briefly stating the new conversion price or
conversion rate, the date it becomes effective, the facts requiring the
adjustment and the manner of computing it. The certificate shall be
conclusive evidence that the adjustment is correct.

Section 13.15 NOTICE OF CERTAIN TRANSACTIONS. If:

(1) the Issuer takes any action which would require an
adjustment in the conversion price or conversion rate;

(2) the Issuer consolidates or merges with, or transfers all
or substantially all of its assets to, another corporation, and
stockholders of the Issuer must approve the transaction; or

(3) there is a voluntary or involuntary dissolution or
liquidation of the Issuer,

a Holder of a Security may elect to convert it into shares
of Common Stock prior to the record date for, or the effective date of,
the transaction so that he may receive the rights, warrants, securities or
assets which a holder of shares of Common Stock on that date may receive.
Therefore, the Issuer shall mail to the Securityholders and the Trustee,
at least 20 days prior to the applicable record or effective date
hereinafter mentioned, a notice stating the proposed record or effective
date, as the case may be. Failure to mail the notice or any defect in it
shall not affect the validity of any transaction referred to in clause
(1), (2) or (3) of this Section.

Section 13.16 CONSOLIDATION, MERGER OR SALE OF THE ISSUER. If the
Issuer is a party to a transaction described in Section 9.1 or a merger
which reclassifies or changes its Outstanding Common Stock, the successor
corporation (or corporation controlling the successor corporation or the
issuer, as the case may be) shall enter into a supplemental indenture
which shall provide that the Holder of a Security may convert it into the
kind and amount of securities or cash or other assets which he would have
owned immediately after the consolidation, merger or transfer if he had
converted the Security immediately before the effective date of such
transaction, assuming (to the extent applicable) that such Holder failed
to exercise any rights of election with respect thereto and received per
share of Common Stock the kind and amount of securities, cash or assets
received per share by a plurality of the non-electing shares. The
supplemental indenture shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in
this Article. The successor corporation shall mail to each Securityholder
a notice describing the supplemental indenture.

If this Section applies, Sections 13.7, 13.8 and 13.9 shall not
apply.

Section 13.17 ISSUER DETERMINATION FINAL. Any determination which
the Board of Directors must make pursuant to Sections 13.7, 13.9, 13.11,
13.13 or 13.16 is conclusive and binding on the Holders of Securities.

Section 13.18 TRUSTEE'S DISCLAIMER. Neither the Trustee nor any
Conversion Agent has any duty to determine when an adjustment under this
Article should be made, how it should be made or what it should be.
Neither the Trustee nor any Conversion Agent has any duty to determine
whether any provisions of a supplemental indenture under Section 13.16 are
correct. Neither the Trustee nor any Conversion Agent makes any
representation as to the validity or value of any securities or assets
issued upon conversion of Securities. Neither the Trustee nor any
Conversion Agent shall be responsible for the Issuer's failure to comply
with this Article.

Section 13.19 SIMULTANEOUS ADJUSTMENTS. In the event that this
Article Thirteen requires adjustments to the conversion price or
conversion rate under more than one of Sections 13.7(4), 13.8 or 13.9, and
the record dates for the distributions giving rise to such adjustments
shall occur on the same date, then such adjustments shall be made by
applying, first, the provisions of Section 13.7, second, the provisions of
Section 13.9 and, third, the provisions of Section 13.8.

ARTICLE FOURTEEN

MISCELLANEOUS PROVISIONS

Section 14.1 INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
OF ISSUER EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture or in any
Security or Coupon, or because of any indebtedness evidenced thereby,
shall be had against any incorporator, as such, or against any past,
present or future stockholder, officer or director, as such, of the Issuer
or of any successor, either directly or through the Issuer or any
successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and
released by the acceptance of the Securities and the Coupons appertaining
thereto by the Holders thereof and as part of the consideration for the
issue of the Securities and the Coupons appertaining thereto.

Section 14.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF
PARTIES AND HOLDERS OF SECURITIES AND COUPONS. Nothing in this Indenture,
in the Securities or Coupons appertaining thereto, expressed or implied,
shall give or be construed to give to any Person other than the parties
hereto and their successors and the Holders of the Securities or Coupons,
if any, any legal or equitable right, remedy or claim under this Indenture
or under any covenant or provision herein contained, all such covenants
and provisions being for the sole benefit of the parties hereto and their
successors and of the Holders of the Securities or Coupons, if any.

Section 14.3 SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE.
All the covenants, stipulations, promises and agreements in this Indenture
made by or on behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

Section 14.4 NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND HOLDERS OF
SECURITIES AND COUPONS. Any notice, direction, request or demand which by
any provision of this Indenture is required or permitted to be given or
served by the Trustee or by any Holder of Securities of any series or
Coupons appertaining thereto to or upon the Issuer shall be deemed to have
been sufficiently given or served by being deposited postage prepaid in
the United States mail, first-class mail (except as otherwise specifically
provided herein), addressed (until another address of the Issuer is filed
by the Issuer with the Trustee) to CMS Energy Corporation, Fairlane Plaza
South, Suite 1100, 330 Town Center Drive, Dearborn, Michigan 48126, Atten-
tion: Secretary. Any notice, direction, request or demand by the Issuer
or any Holder of Securities of any series or Coupons appertaining thereto
to or upon the Trustee shall be deemed to have been sufficiently given or
served by being deposited postage prepaid in the United States mail,
first-class mail (except as otherwise specifically provided herein),
addressed (until another address of the Trustee is filed by the Trustee
with the Issuer) to _____________________________________________________.
Any notice required or permitted to be given or served by the Issuer or by
the Trustee to or upon (i) any Holders of Registered Securities of any
series or any Holders of Unregistered Securities who have filed their
names and addresses with the Trustee pursuant to Section 4.4(c)(ii), shall
be deemed to have been sufficiently given or served by being deposited in
the United States mail, first-class mail (except as otherwise specifically
provided herein), addressed at their addresses as they shall appear on the
Security Register or at the addresses so filed, respectively, and (ii) any
Holders of other Unregistered Securities, shall be deemed to have been
sufficiently given or served by publication at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York.

In any case where notice to the Holders of Securities 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 Indenture 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 Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon
such waiver.

In case, by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause, it shall be
impracticable to mail notice when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be reasonably satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice.

Section 14.5 OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN. Except as otherwise expressly
provided by this Indenture, upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this
Indenture, the Issuer shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with and
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 demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional
certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture (other than certificates provided
pursuant to Section 4.3(d) or Section 11.5) shall include (a) a statement
that the individual 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 individual, he has made such examination or investigation as is
necessary to enable him 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 or not, in the opinion of such individual, such condition or
covenant has been complied with.

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

Any certificate, statement or opinion of an officer of the Issuer
or of counsel may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an accountant or
firm of accountants in the employ of the Issuer, unless such officer or
counsel, as the case may be, knows that the certificate or opinion or
representations with respect to the accounting matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are
erroneous.

Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a
statement that such firm is independent.

Section 14.6 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If
the date of maturity of interest on or principal of the Securities of any
series or any Coupons appertaining thereto or the date fixed for
redemption or repayment of any such Security or Coupon shall not be a
Business Day, then (notwithstanding any other provision of this Indenture
or of the Securities) payment of such interest or principal need not be
made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the date of maturity or the
date fixed for redemption or repayment, and no interest shall accrue for
the period from and after such date.

Section 14.7 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT OF 1939. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with any provision set forth in
Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, that
impose duties on any person, such provision of the Trust Indenture Act of
1939 shall control.

Section 14.8 MICHIGAN LAW TO GOVERN. This Indenture and each
Security and Coupon shall be governed by and deemed to be a contract
under, and construed in accordance with, the laws of the State of Michigan,
and for all purposes shall be construed in accordance with the laws
of such State, except as may otherwise be required by mandatory provisions
of law, provided, however, that the rights, duties and obligations of the
Trustee are governed and construed in accordance with the laws of the State of
New York.

Section 14.9 COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

Section 14.10 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 14.11 SEPARABILITY CLAUSE. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto
affixed and attested, all as of _________ __, 1995.

CMS ENERGY CORPORATION

By: _____________________
Title:

[CORPORATE SEAL]

Attest:

By: _____________________
Title:

__________________________

By: _______________________
Title:

[CORPORATE SEAL]

Attest:

By: ______________________
Title:

<PAGE>

Exhibit (5)

December 5, 1996

CMS Energy Corporation
Fairlane Plaza South
330 Town Center Drive
Suite 1100
Dearborn, MI 48126

Ladies and Gentlemen:

I am the Assistant General Counsel of CMS Energy Corporation, a Michigan
corporation (the "Company"), and have acted as such in connection with the
Registration Statement on Form S-3 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of $500,000,000 aggregate principal amoiunt of debt securities (the
"Debt Securities"). Capitalized terms not otherwise defined herein have the
respective meanings specified in the Registration Statement.

In rendering this opinion, I have examined and relied upon a copy of the
Registration Statement. I have also examined, or have arranged for the
examination by an attorney or attorneys under my general supervision, originals,
or copies certified to my satisfaction, of such agreements, documents,
certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied myself
as to such matters of fact, as I have considered relevant and necessary as a
basis for this opinion. I have assumed the authenticity of all documents
submitted to me as originals, the genuineness of all signatures, the legal
capacity of all natural persons and the conformity with the original documents
of any copies thereof submitted to me for examination.

Based on the foregoing, it is my opinion that:

1. The Company is duly incorporated and validly existing under the laws
of the State of Michigan.

2. The Company has corporate power and authority to execute and deliver
the Subordinated Debt Indenture between the Company and The Bank of New York
(the "Subordinated Debt Indenture") and to authorize and sell the Subordinated
Debt Securities pursuant thereto, and to sell the Senior Debt Securities
pursuant to the Senior Debt Indenture dated as of September 15, 1992, as
supplemented (the "Senior Debt Indenture"), between the Company and NBD Bank, as
Trustee (the Subordinated Debt Indenture and Senior Debt Indenture,
collectively, the "Indentures").

3. The Debt Securities will be legally issued and binding obligations of
the Company (except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
other similar laws affecting the enforcement of creditors' rights generally
and by the effect of general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law) when:
(i) the Registration Statement, as finally amended (including any necessary
post-effective amendments), shall have become effective under the Securities
Act and the Indentures, (including any necessary supplemental indenture) shall
have been qualified under the Trust Indenture Act of 1939, as amended, and
duly executed and delivered by the Company and the Trustee; (ii) an appropriate
Pricing Supplement with respect to the particular Debt Securities then being
sold by the Company shall be filed with the Commission pursuant to Rule 424
under the Securities Act; (iii) the Company's Board of Directors or a duly
authorized committee thereof shall have duly adopted final resolutions
authorizing the issuance and sale of the particular Debt Securities then
being sold by the Company as contemplated by the Registration Statement
and the particular Indentures; and (iv) the supplemental indenture under which
the Debt Securities are to be issued has been duly authorized, executed and
delivered, and the particular Debt Securities then being sold by the Company
shall have been duly executed and authenticated as provided in the Indentures
and such resolutions, and shall have been duly delivered to the purchasers
thereof against payment of the agreed consideration therefor.

4. The CMS Energy Common Stock ($.01 par value) will be legally issued,
fully paid and non-assessable when: (i) the Registration Statement, as finally
amended, shall have become effective under the Securities Act; (ii) CMS Energy's
Board of Directors or a duly authorized committee thereof shall have duly
adopted final resolutions authorizing Subordinated Debt Securities to be
converted into CMS Energy Common Stock, as contemplated by the Registration
Statement and prospectus supplement relating thereto; and (iii) upon conversion,
certificates representing the CMS Energy Common Stock shall have been duly
executed, countersigned and registered and duly delivered to the purchasers
thereof against payment of the agreed consideration therefor.

For purposes of this opinion, I have assumed that there will be no changes
in the laws currently applicable to the Company and that such laws will be the
only laws applicable to the Company.

I do not find it necessary for the purposes of this opinion to cover, and
accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the sale of the Debt Securities.

I am a member of the bar of the State of Michigan and I express no opinion
as to the laws of any jurisdiction other than the State of Michigan and the
federal law of the United States of America.

I hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-3 relating to the Debt Securities
and to all references to me included in or made a part of the Registration
Statement.

Very truly yours,

/s/ Michael D. Van Hemert
-------------------------
Michael D. Van Hemert

Exhibit (12)

CMS ENERGY CORPORATION
Ratio of Earnings to Fixed Charges
(Millions of Dollars)

Nine Months
Ended Years Ended December 31
Sept. 30, 1996 1995 1994 1993 1992 1991
(2) (3)(4)
-------------- ----- ----- ----- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings as defined (1)
- -----------------------

Net income $ 196 $ 204 $ 179 $155 $(297) $(262)
Income taxes 116 118 92 75 (146) (94)
Exclude equity basis
subsidiaries (61) (57) (18) (6) 10 10
Fixed charges as
defined, adjusted to
exclude capitalized
interest of $5,$8,$6,
$5, $3, and $5 million
for the nine months
ended September 30,
1996 and for the years
ended December 31,
1995, 1994, 1993,1992
and 1991, respectively 195 254 214 234 217 354
---- ---- ---- ---- ---- ----
Earnings as defined $ 446 $ 519 $ 467 $ 458 $(216) $ 8
===== ==== ==== ==== ===== ====
Fixed charges as defined (1)
- ----------------------------
Interest on long-term
debt $ 174 $ 224 $ 193 $ 204 $ 169 $ 274
Estimated interest
portion of lease
rental 7 9 9 11 16 17
Other interest charges 19 27 18 24 35 68
----- ----- ---- ---- ---- ----
Fixed charges as
defined $ 200 $ 260 $ 220 $ 239 $ 220 $ 359
====== ==== ==== ===== ==== ====

Ratio of earnings to
fixed charges 2.23 2.00 2.12 1.92 - -
==== ==== ==== ==== ==== ===

</TABLE>

[FN]

NOTES:
(1) Earnings and fixed charges as defined in instructions for Item 503 of
Regulation S-K.

(2) For the year ended December 31, 1992, fixed charges exceeded earnings
by $441 million. Earnings as defined include a $520 million pretax loss
on the settlement of MCV Power Purchases, $(15) million for potential
customer refunds and other reserves related to 1992 but recorded in 1991,
and $6 million relating to CMS Generation Company's reduction in its
investment in The Oxford Energy Company. The ratio of earnings to fixed
charges would have been 1.34 excluding these amounts.

(3) Excludes an extraordinary after-tax loss of $14 million.

(4) For the year ended December 31, 1991, fixed charges exceeded earnings
by $356 million. Earnings as defined include pretax losses of $398
million for write-downs and reserve amounts related to Consumers'
abandonment of the Midland nuclear plant, $76 million for potential
customer refunds and other reserves, and $51 million relating to
CMS Generation Company's reduction in its investment in The Oxford Energy
Company. The ratio of earnings to fixed charges would have been 1.48
excluding these amounts.

EXHIBIT (15)

To CMS Energy Corporation:

We are aware that CMS Energy Corporation has incorporated by
reference in this registration statement its Form 10-Q for the quarter
ended March 31, 1996, its Form 10-Q for the quarter ended June 30, 1996
and its Form 10-Q for the quarter ended September 30, 1996, which include
our reports dated May 10, 1996, August 9, 1996 and November 11, 1996,
respectively, covering the unaudited interim financial information
contained therein. Pursuant to Regulation C of the Securities Act of
1933, these reports are not considered a part of the registration
statement prepared or certified by our Firm or reports prepared or
certified by our Firm within the meaning of Sections 7 and 11 of the Act.

/s/ Arthur Andersen LLP

Detroit, Michigan,
December 3, 1996.

EXHIBIT (23)(b)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated January 26, 1996 included or incorporated by reference in CMS Energy
Corporation's Form 10-K for the year ended December 31, 1995, and to all
references to our Firm included in this registration statement.

/s/ Arthur Andersen LLP

Detroit, Michigan,
December 3, 1996.

Exhibit (24)

November 15, 1996

Mr. Alan M. Wright
Mr. Thomas A McNish
CMS Energy Corporation
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, MI 48126

We hereby appoint each of you lawful attorney for each of us and in each
of our names to sign and cause to be filed with the Securities and
Exchange Commission registration statement(s) and/or any amendment(s)
thereto, including post-effective amendment or amendments, to be
accompanied in each case by a prospectus or supplemental prospectus and
any necessary exhibits with respect to the issue and sale of up to $150
million of the Corporation's General Term Notes and/or the sale of up to
$500 million of debt securities of the Corporation.

Yours Very Truly,

/s/ William T. McCormick, Jr. /s/ Michael G. Morris
- ------------------------------ ----------------------
William T. McCormick, Jr. Michael G. Morris

/s/ James J. Duderstadt /s/ William U. Parfet
- ------------------------------ -----------------------
James J. Duderstadt William U. Parfet

/s/ Kathleen R. Flaherty /s/ Percy A. Pierre
- ------------------------------ -----------------------
Kathleen R. Flaherty Percy A. Pierre

/s/ Victor J. Fryling /s/ Kenneth Whipple
- ------------------------------ -----------------------
Victor J. Fryling Kenneth Whipple

/s/ Earl D. Holton /s/ John B. Yasinsky
- ------------------------------ -----------------------
Earl D. Holton John B. Yasinsky

/s/ Lois A. Lund
- ------------------------------
Lois A. Lund
<PAGE>
Extract from the minutes of a meeting of the Board of Directors of CMS
Energy Corporation (the "Corporation") held on October 25, 1996.

- - - - - - - -

PROPOSED ISSUE AND SALE OF DEBT SECURITIES

To have funds available for general corporate purposes,
management of the Corporation recommended that the Corporation offer, from
time to time, at private placement or public sale, up to $500 million net
aggregate principal amount of debt securities, including but not limited
to (i) unsecured senior debt securities consisting of debentures, notes or
other unsecured evidence of indebtedness, each which may be convertible
into shares of any class of authorized common stock, and (ii) unsecured
subordinated debt securities consisting of debentures, notes or other
unsecured evidence of indebtedness, each which may be convertible into
shares of any class of authorized common stock, or any combination of the
foregoing. Management further recommended the appointment of a Special
Committee to take any and all action to facilitate the proposed offering,
and to assure that the securities are sold for the best price and on the
best terms obtainable in the judgment of the Special Committee of the
Board of Directors appointed for such purposes. The matter was discussed
fully.

Upon motion duly made and seconded, the following resolutions
were thereupon unanimously adopted:

RESOLVED: That the Board of Directors approves the
issue and sale, from time to time, at private placement or public sale, of
up to $500 million net aggregate principal amount of securities, including
but not limited to (i) unsecured senior debt securities consisting of
debentures, notes or other unsecured evidence of indebtedness, each which
may be convertible into shares of any class of authorized common stock,
and (ii) unsecured subordinated debt securities consisting of debentures,
notes or other unsecured evidence of indebtedness, each which may be
convertible into shares of any class of authorized common stock, or any
combination of the foregoing as discussed at the meeting each to be sold
for the best price and on the best terms obtainable in the judgment of a
Special Committee of the Board of Directors appointed for such purposes;
and

RESOLVED FURTHER: That Victor J. Fryling with Michael
G. Morris, as alternate, is appointed to a Special Committee of this Board
of Directors, which shall have the full authority to act on behalf of the
Board for the purposes stated in the foregoing resolution with respect to
(a) determining the offering price, any underwriting discounts and the
proceeds to the Corporation of the proposed issue and sale of up to $500
million of the Corporation's securities and (b) authorizing the officers
to take such further actions as they may deem advisable to carry out the
issue and sale of such securities; and

RESOLVED FURTHER: That the officers of the
Corporation, and each of them, in their discretion on its behalf, are
authorized to execute and file (a) a Registration Statement on Form S-3
with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to the issue and sale of not more than $500
million aggregate principal amount of debt securities, in such form as may
be approved by the officers executing the same, and to do all other things
necessary to make such registration effective, including the execution and
filing of any necessary or appropriate amendments, including post-effective
amendments; and (b) all requisite papers and documents, including but not
limited to, appointments of attorneys for service of process, as said
officers or any of them may deem necessary or advisable in order to comply
with applicable laws of any jurisdiction in which the officers of the
Corporation have determined it is desirable that the securities be
qualified or registered for sale; and

RESOLVED FURTHER: That, it may be desirable for the
securities to be qualified or registered for sale in various
jurisdictions; therefore, the officers of the Corporation, and each of
them, are authorized and directed to determine the jurisdictions in which
appropriate action shall be taken to qualify or register for sale all or
such part of the securities of the Corporation as they may deem advisable;
to perform on behalf of the Corporation any and all such acts as they may
deem necessary or advisable in order to comply with the applicable laws of
any such jurisdictions, and in connection therewith, to execute and file
all requisite papers and documents, including but not limited to,
applications, reports, surety bonds, irrevocable consents and appointments
of attorneys for service of process; and the execution by such officers or
any of them of any such paper or document or the doing by them of any act
in connection with the foregoing matters shall conclusively establish
their authority therefor from the Corporation; and

RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized to cause the Corporation to
make application to the New York Stock Exchange, or on such other exchange
as the officers may decide, for the listing on such Exchange, upon notice
of issuance, of not more than $500 million aggregate principal amount of
securities of the Corporation; that Messrs. Alan M. Wright and Thomas A.
McNish are, and each of them is, designated to represent the Corporation
in connection with any application or applications for listing and to
appear on behalf of the Corporation before such official or body of said
Exchange as may be appropriate, with authority to make such changes, upon
the advice of counsel, in said application(s) or in any agreements or
other papers relating thereto as may be necessary or appropriate to
confirm with the requirements for listing; and

RESOLVED FURTHER: That the officers of the
Corporation, and each of them, in their discretion and on its behalf, are
authorized and empowered to execute one or more underwriting agreements as
they may deem appropriate for the proposed sale of the aforementioned
securities; and

RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized and empowered to execute and
deliver all other documents, papers, applications, agreements and
instruments by or on behalf of the Corporation and to do all acts and
things they deem necessary or appropriate and as counsel may advise to
carry out the intent and purpose of the foregoing resolutions.

- - - - - - - -

I, Thomas A. McNish, Secretary of CMS Energy Corporation, CERTIFY that the
foregoing is a true and correct copy of resolutions duly and regularly
adopted at a meeting of the Board of Directors of CMS Energy Corporation
duly held on October 25, 1996, at which a quorum was in attendance and
voting throughout, and that said resolutions have not since been rescinded
but are still in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Company this 29th day of October 1996.

/s/ Thomas A. McNish
____________________
Thomas A. McNish
Secretary

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
_____________________________

STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ___
________________________________________

NBD BANK
A Michigan Banking Corporation
(Exact name of Trustee as specified in its charter)

611 Woodward Avenue
Detroit, Michigan 48226 38-0864715
(Address of principal (Zip Code) (I.R.S.Employer
executive offices) Identification No.

NBD Bank
611 Woodward Avenue
Detroit, Michigan 48226
Corporate Trust Services
Attn: Terese M. Declercq (313) 225-3184
(Name, address and telephone number of agent for service)

CMS ENERGY CORPORATION
(Exact name of obligor as specified in its charter)

Michigan 38-2726431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

330 Town Center Drive
Fairlane Plaza South, Suite 1100
Dearborn, Michigan
(Address of principal executive offices)

48126
(Zip Code)

$________, ___% DEBT SECURITIES, DUE __________
(Title of Indenture Securities)

<PAGE>

1. GENERAL INFORMATION.
(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:

State of Michigan Financial Institutions Bureau
Federal Reserve Bank of Chicago, Chicago, Illinois
Federal Deposit Insurance Corporation, Washington, D.C.

(b) The Trustee is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH OBLIGOR.
The obligor is not an affiliate of the Trustee.

3. VOTING SECURITIES OF THE TRUSTEE.
The following information is furnished as to each class of voting
securities of the Trustee:

AS OF NOVEMBER 15, 1996
Column A Column B
Title of Class Amount Outstanding
______________ __________________
Common Stock, par value $12.50 per share 8,948,648 shares

4. TRUSTEESHIPS UNDER OTHER INDENTURES.
The Trustee also serves as Trustee under Indenture dated as of
September 15, 1992, as supplemented October 1, 1992, under which the
Company issued $172,000,000 Series A Senior Deferred Coupon Notes due
October 1, 1997 and $294,000,000 Series B Senior Deferred Coupon
Notes due October 1, 1999.

5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE
OBLIGOR OR UNDERWRITERS.
Neither the Trustee nor any of the directors nor executive officers
of the Trustee is a director, officer, partner, employee, appointee
or representative of the obligor, except William T. McCormick, Jr.,
who is a Director of the Trustee and Chairman and Chief Executive
Officer of the Obligor.

6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
Voting securities of the Trustee owned by the obligor and its
directors, partners and executive officers, taken as a group, do not
exceed one percent of the outstanding voting securities of the
Trustee.

7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Voting securities of the Trustee owned by any underwriter and its
directors, partners and executive officers, taken as a group, do not
exceed one percent of the outstanding voting securities of the
Trustee.

8. SECURITIES OF OBLIGOR OWNED OR HELD BY THE TRUSTEE.
The amount of securities of the obligor which the Trustee owns
beneficially or holds as collateral security for obligations in
default does not exceed one percent of the outstanding securities of
the obligor.

9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
The Trustee does not own beneficially or hold as collateral security
for obligations in default any securities of an underwriter for the
obligor.

10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF
CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
The Trustee does not own beneficially or hold as collateral security
for obligations in default voting securities of a person who, to the
knowledge of the Trustee (1) owns 10% or more of the voting
securities of the obligor, or (2) is an affiliate, other than a
subsidiary, of the obligor.

11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PER CENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
The Trustee does not own beneficially or hold as collateral security
for obligations in default any securities of a person who, to the
knowledge of the Trustee, owns 50 percent or more of the voting
securities of the obligor.

12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Subsidiaries of the Obligor are indebted to NBD Bank, the Trustee
under approved Committed Revolving Credit Lines as follows:

Subsidiary Net Current Usage
__________ _________________
CMS Nomeco Oil & Gas $22.2 million
Consumers Power Company Line $9.5 million

13. DEFAULTS BY THE OBLIGOR.
Not applicable.

14. AFFILIATIONS WITH THE UNDERWRITERS.
No underwriter is an affiliate of the Trustee.

15. FOREIGN TRUSTEE.
Not applicable.

16. LIST OF EXHIBITS.
(1) Articles of Incorporation of the Trustee.

(2) Certificate of Authority of the Trustee to commence business.
Incorporated by reference to Exhibit (2) filed with Amendment
No. 1 to Form T-1 Statement, Registration No. 22-4501.

(3) Authorization of the Trustee to exercise corporate trust powers.
Incorporated by reference to Exhibit (3) filed with Amendment
No. 1 to Form T-1 Statement, Registration No. 22-4501.

(4) By-laws of the Trustee.

(5) Not Applicable.

(6) Consent by the Trustee required by Section 321 (b) of the Trust
Indenture Act of 1939. Incorporated by reference to Exhibit (6)
filed with Amendment No.1 to Form T-1 Statement, Registration
No. 22-4501.

(7) Report of condition of Trustee.

(8) Not applicable.

(9) Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, NBD BANK, a Michigan banking corporation organized
and existing under the laws of the State of Michigan, has duly caused this
statement of eligibility and qualification to be signed on its behalf by
the undersigned, thereunto duly authorized, all in the City of Detroit,
State of Michigan on the 15th day of November, 1996.

NBD Bank, Trustee

By: /s/ Terese M. DeClercq
______________________
Terese M. DeClercq
Assistant Vice President

<PAGE>
Exhibit (1)

NBD BANK
DETROIT, MICHIGAN
Charter No. 970
--------------------------------------------------
ARTICLES OF INCORPORATION
Effective January 1, 1995
--------------------------------------------------

FIRST

The name of this Bank shall be NBD Bank

SECOND

The place where the principal office of this Bank is located is in the
City of Detroit, Wayne County, State of Michigan.

The Board of Directors shall have the power to change the location of the
main office anywhere within the City of Detroit without the approval of
the shareholders and shall have the power to establish or change the
location of any branch or branches of this Bank to any other location
without the approval of the shareholders.

THIRD

The purpose of this Bank is to carry on the business of banking pursuant
to the Michigan Banking Code of 1969, as amended.

FOURTH

The authorized amount of the capital stock of this Bank shall be
10,000,000 shares of common stock of the par value of $12.50 each. The
authorized amount of the capital stock of this Bank may be increased or
decreased from time to time in accordance with provisions of the laws of
the State of Michigan.

FIFTH

The period for which this Bank is organized is perpetual.

SIXTH

A Director of the Bank shall not be personally liable to the Bank or its
shareholders for monetary damages for a breach of fiduciary duty as a
Director, except for liability: (a) for any breach of the Director's duty
of loyalty to the Bank or its shareholders; (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law; (c) resulting from a violation of Section 43 of the
Michigan Banking Code, as amended; (d) for any transaction from which the
Director derived an improper personal benefit; or (e) for any act or
omission occurring prior to the date upon which this Article is duly
adopted and filed as required by law. If, following approval of this
Article by the shareholders, the Michigan Banking Code is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Bank shall
be eliminated or limited to the fullest extent permitted by the Michigan
Banking Code, as amended. Any repeal, modification or adoption of any
provisions in these Articles of Incorporation inconsistent with this
Article shall not adversely affect any right or protection of a Director
of the Bank existing at the time of such repeal, modification or adoption.

SEVENTH

These Articles of Incorporation may be changed or amended at any time by a
vote of the shareholders owning a majority of the stock of this Bank in
any manner not inconsistent with the provisions of law.
<PAGE>
Exhibit (4)

NBD BANK
DETROIT, MICHIGAN
--------------------------------------------------------
BYLAWS
Effective January 1, 1995
--------------------------------------------------------

ARTICLE I
Stockholder's Meetings

SECTION 1. Annual Meetings. The regular Annual Meeting of the
stockholders of this Bank for the election of directors and for the
transaction of any other business as may properly come before the meeting
shall be held on the third Monday in May of each year or at such date as
from time to time may be designated by the Board of Directors. If the
election of directors shall not be held on the day designated for an
annual meeting, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a meeting of the stockholders as
soon thereafter as convenient. Nominations for election to the Board of
Directors may be made by the Board of Directors or by any stockholders
entitled to vote for the election of directors.

SECTION 2. Special Meetings. Except as otherwise specifically provided
by statute, special meetings of the stockholders may be called for any
purpose at any time by the Board of Directors or by the holders of at
least ten per cent (10 percent) of the then outstanding shares of stock.

SECTION 3. Place of Meetings. Annual meetings or special meetings of the
ztockholders shall be held at the main office of the Bank or at such other
place within or without the State of Michigan as is established by the
Board of Directors.

SECTION 4. Proxies. All proxies secured for any annual or special
meeting of stockholders shall be dated and filed by the Secretary with the
records of the meeting.

SECTION 5. Notice of Meetings. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than
ten days before the date of the meeting either personally or by mail, by
or at the direction of the President, or the Secretary, or the officer or
persons calling the meeting to each stockholder of record entitled to vote
at such meeting. If mailed, such notices shall be deemed to be delivered
when deposited in the United States mail, addressed to the stockholder at
his address as it appears on the records of the Bank with postage thereon
prepaid. Such notice may be waived in writing.

SECTION 6. Fixing the Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of
stockholders, annual or special, or entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any
other proper purpose, the Board of Directors shall fix in advance a record
date and hour for any such determination, such date in any case to be not
more than fifty (50) days and, in case of a meeting of stockholders, not
less than ten (10) days prior to the date on which the particular action,
requiring such determination of stockholders, is to be taken. When a
determination of stockholders is entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.

SECTION 7. Stockholders' Action Without A Meeting. Unless otherwise
restricted in the Articles of Incorporation or these Bylaws, any action
which may be taken at the annual or any special meeting of stockholders
may be taken without a meeting, without prior notice and without a vote,
if a consent in writing, setting forth the action so taken, shall be
signed by all stockholders entitled to vote with respect to the subject
matter thereof.

ARTICLE II
Directors

SECTION 1. Size and Vacancies. The Board of Directors shall consist of
such number of persons, not less than five nor more than twenty-five, as
from time to time shall be determined by a majority of the votes to which
all stockholders are at the time entitled or by resolution adopted by the
affirmative vote of a majority of the Board of Directors. Any vacancies
in the Board of Directors may be filled by action of a majority of the
remaining Directors between meetings of stockholders. Subject to the
limitation as to the number of Directors, the stockholders may elect not
to exceed two less than the full Board, and the unfilled directorships
shall be considered as vacancies and may be filled thereafter by the Board
of Directors.

SECTION 2. Powers. The Board of Directors, a majority of whom shall be a
quorum to transact business, shall have power to manage and administer the
business and affairs of the Bank and to prescribe Bylaws for the
regulation of the business of the Bank and the conduct of its affairs not
inconsistent with law, the Articles of Incorporation and these Bylaws.
Except as expressly limited by law, all corporate powers of the Bank shall
be vested in and may be exercised by the Board of Directors.

SECTION 3. Officers and Employees. The Board of Directors shall have
power to elect or appoint such officers and employees as may be required
to transact the business of the Bank, to define their duties, to require
bonds from them and to fix the penalty thereof, and to continue them in
office or dismiss them.

SECTION 4. Meetings. The regular meetings of the Board of Directors
shall be held on such date and at such time each month, within or without
the State of Michigan as shall from time to time be determined by the
Board of Directors by resolution, except that in the month in which the
regular annual meeting of the stockholders is held, the regular meeting of
the Board of Directors shall be held following and on the same day as the
regular meeting of the stockholders. When any regular meeting of the
Board of Directors falls upon a holiday, the meeting shall be held on such
other day as the Board of Directors may previously designate. Special
meetings of the Board of Directors may be called at any time by the
Secretary or by any officer of higher rank than Vice President, or any
three Directors. Notice of each special meeting shall be given personally
or by duly mailing, telephoning, or telegraphing the same, at least
twenty-four hours before the meeting. Any or all Directors may waive
notice of any meeting either before or after the meeting.

SECTION 5. Participation In Meetings By Telephone. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, members of
the Board of Directors or any committee designated by the Board may
participate in a meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such
meeting.

SECTION 6. Directors' Action Without A Meeting. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting, if a written
consent thereto is signed by all members of the Board or of such committee
as the case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.

ARTICLE III
Committees of the Board

SECTION 1. Executive Committee. There shall be a committee composed of
not less than four (4) members to be known as the Executive Committee
which shall consist of all the officer-directors of the Bank and two (2)
other directors appointed as shall be provided by the Board of Directors.
Provision shall be made by the Board of Directors for the appointment of
alternates to act for members in the event of their absence or disability.

1.1 Presiding Officer. The Chairman of the Board shall act as presiding
officer at any meeting of the Executive Committee. In the event of the
absence or disability of the Chairman of the Board, the President shall
act as presiding officer. In the event of the absence or disability of
the Chairman of the Board and President, another officer-director, if
present, shall act as presiding officer. If no officer-director member is
present, an Executive Vice President of the Bank may serve as the
presiding officer or the other members present at the meeting shall elect
one of their members as presiding officer.

1.2 Quorum. Any two (2) persons, each of whom is a member or alternate
member of the Executive Committee, of whom not less than one (1) shall be
non-officer directors, shall constitute a quorum for the transaction of
business at any meeting of the Executive Committee.

1.3 Duties. The Executive Committee shall function from day to day or
such other short intervals as shall be found requisite and expedient in
the carrying on of the business and affairs of the Bank, and between
meetings of the Board of Directors, said Committee, within the scope of
the jurisdiction and functions assigned by the Board of Directors to such
Committee, shall have and may exercise, so far as may be permitted by law,
all power and authority of the Board of Directors (including the right to
authorize the seal of the Bank to be affixed to all instruments on which
the same may be required or appropriate) and shall have power, but not by
way of limitation of its general powers, to discount and purchase bills,
notes, and other evidences of debt, and to buy and sell bills of exchange.
A record of the meetings of the Committee shall be kept, which shall be
accessible to inspection by the Directors at all times, and the Committee
shall, at each regular meeting of the Board of Directors and at such other
times as the Board of Directors may request, submit in writing a full
report of its actions. The Board of Directors shall approve or disapprove
the report of the Executive Committee, such action to be recorded in the
minutes of the meeting; provided, however, that no rights of third parties
shall be affected by any action of the Board of Directors, if such rights
have attached by virtue of action of the Executive Committee within the
scope of the jurisdiction and functions assigned by the Board of Directors
to said Committee.

SECTION 2. Audit Committee. There shall be appointed annually by the
Board of Directors an Audit Committee composed of not less than three (3)
Directors none of whom shall be officers of the Bank.

2.1 Duties. The Audit Committee shall:

(i) Cause to be made by the Auditing Department of the Bank a
suitable examination of the financial records and operations of the Bank
through a program of continuous internal audits. The Committee may
employ independent certified public accounting firms of recognized
standing to make such additional examinations and audits as it may
deem advisable. The examinations caused to be made by the Committee
shall meet any examination requirements prescribed from time to time
by the Michigan Financial Institutions Bureau or other regulatory
authorities having jurisdiction and may be made in conjunction with
examinations of the Michigan Financial Institutions Bureau.

(ii) Report to the Board of Directors at least once in each calendar
year the results of the examinations made and such conclusions and
recommendations as the Committee deems appropriate.

SECTION 3. Other Committees. The Board of Directors may create and
appoint such other committees as it may, at any time or from time to time,
find necessary or desirable to facilitate and expedite the management and
administration of the affairs of the Bank. The Board of Directors shall
have power to specify the number of members of any such other committee,
to designate the powers and duties of any such other committee, and to
provide for the tenure in office of its members, its method of
organization, and its procedure for the transaction of business.

ARTICLE IV
Officers

SECTION 1. Appointment and Titles. The officers of this Bank shall
include a Chairman of the Board and a President and may include one or
more Vice Chairman of the Board, each of whom shall be a member of the
Board of Directors, and shall further include one or more Vice Presidents,
a Secretary, one or more Assistant Secretaries, and such other officers as
may be from time to time required for the prompt and orderly transaction
of its business, to be elected by the Board of Directors. The same person
may hold any two or more offices, and in any such case, these Bylaws shall
be construed and understood accordingly; provided that the same person may
not hold the offices of Chairman of the Board and Secretary or President
and Secretary. The duties and authorities of the officers of the Bank,
other than those mentioned in these Bylaws, shall be those usually
pertaining to their respective offices, or as may be designated by the
Chairman of the Board, subject to the supervision and direction of the
Board of Directors.

SECTION 2. Term of Office of Officer-Directors. The Chairman of the
Board, the President and any Vice Chairman of the Board shall hold office
for the current year for which the Board of Directors of which they shall
be members was elected, unless they shall resign, become disqualified, or
be removed; and any vacancy occurring in any of such offices may be filled
by the remaining members of the Board of Directors.

SECTION 3. Chairman of the Board and President. The Chairman of the
Board shall be the chief executive officer of the Bank, shall preside at
meetings of stockholders and directors, shall have general supervision and
direction of the business of the Bank, and perform such other duties as
may be designated by the Board of Directors. The President shall perform
such duties as may be designated by the Board of Directors and, in the
event of the absence or disability of the Chairman of the Board, shall
have his powers and duties. The Vice Chairman of the Board shall perform
such duties as may be designated by the Board of Directors.

SECTION 4. Officers. All other officers shall be elected to hold their
respective offices at the pleasure of the Board of Directors of the Bank,
and shall have such duties, other than those mentioned herein, as shall be
prescribed by the Board of Directors.

SECTION 5. Secretary. The Secretary or Assistant Secretary or other
officers designated by the Board of Directors shall be responsible for
stock books and records, and other valuables of the Bank, and shall keep
accurate minutes of all meetings. The Secretary shall attend to the
giving of all notices required by these Bylaws to be given. He shall be
custodian of the corporate seal, records, documents and papers of the
Bank. He shall provide for the keeping of proper records of all
transactions of the Bank. The Secretary, or Assistant Secretary in his
absence, shall have the power to sign indemnity agreements and appoint
agents by executing powers of attorney or such other similar documents
deemed necessary in the ordinary course of transacting the Bank's
business. He shall serve as Cashier, and he or his Deputy Cashiers shall
have and may exercise any and all other powers and duties pertaining by
law, regulation or practice, to the office of the Cashier, or imposed by
these Bylaws. He shall also perform such other duties as may be assigned
to him, from time to time, by the Board of Directors.

SECTION 6. Officers, Employees and Agents. All other officers, employees
and agents of this Bank shall be responsible for all such sums of money
and property of every kind as may be entrusted to their care or placed in
their hands by the Board of Directors, or otherwise come into their hands
as officers, employees or agents; and shall qualify under the bankers
blanket bond covering the bank officers and employees, approved as to type
and amount from year to year by the Board of Directors, conditioned for
the honest and faithful discharge of their duties as such officers,
employees or agents, and that they will faithfully and honestly apply and
account for all sums of money and other property of this Bank that may
come into their hands as such officers, employees or agents and pay over
and deliver the same to the order of the Board of Directors, or to any
other person or persons authorized by the Board of Directors to receive
the same.

ARTICLE V
Seal

The Board may adopt a seal of the Bank in any form including a raised
impression or a stamp bearing the name of the Bank and the city and state
of its principal place of business. The Secretary shall be the official
custodian of the seal and shall be responsible for the safekeeping and
proper use thereof. The seal shall not be used or affixed to any paper or
document whatsoever except by the Secretary or any Assistant Secretary, or
such other officers or employees of the Bank as may be authorized by the
Secretary or any Assistant Secretary to affix the seal.

ARTICLE VI
Execution of Instruments

SECTION 1. Conveyance of Real Estate. All transfers and conveyances of
real estate shall be made by the Bank, under seal, and shall be signed by
the President or any Vice President or any other officer, employee or
agent of the Bank as may be designated by the Secretary, and shall be
attested by the Secretary or any Assistant Secretary, or such other
officer or employee of this Bank as may be authorized by the Secretary to
affix the seal.

SECTION 2. Contracts. All contracts, checks, drafts, etc., shall be
signed by the Secretary, or any officer of the rank of Vice President or
higher rank, or any other officer or employee designated by the Secretary.

SECTION 3. Absence of Resolution. No resolution of the Board of
Directors shall be necessary in order to authorize the execution,
acknowledgement or verification of any document by any officer who is
authorized under these Bylaws to do so, and he or she shall have full
authority to act as if he or she were duly authorized by resolution of the
Board of Directors in each particular case.

ARTICLE VII
Banking Hours

The Bank shall be open for business upon such hours of each day of the
year as the Chief Executive Officer or his delegate shall from time to
time direct and the Chief Executive Officer or his delegate may, in his
discretion, prescribe different banking hours for different classes of
business and different banking hours for one or more branch offices, than
prescribed for the principal banking office.

ARTICLE VIII
Minute Book

The organization papers of this Bank, the returns of the judges of the
elections, the proceedings of all regular and special meetings of the
Board of Directors and of the stockholders, the Bylaws and any amendments
thereto, and reports of the committees of the Board of Directors shall be
recorded in the minute book and the minutes of each meeting shall be
signed by the person presiding at such meeting and attested by the
Secretary.

ARTICLE IX
Transfers of Stock

SECTION 1. Transfers. The stock of this Bank shall be assignable and
transferable only on the books of this Bank, subject to the restrictions
and provisions of the law; and a transfer book shall be provided in which
all assignments and transfers of stock shall be made.

SECTION 2. Record Date. The stock transfer books of the Bank shall not
be closed for the determination of stockholders entitled to dividends, but
any dividend can be made payable to stockholders of record on the date
such dividend is declared, or any subsequent date. The Bank shall be
fully protected in giving notices of meetings, paying dividends and doing
such other things as require a knowledge of the names of the stockholders
of the Bank, in relying upon the names of the stockholders as they appear
upon the stock books of the Bank.

SECTION 3. Form and Issuance. Certificates of stock, bearing the manual
or facsimile signature of the Chairman of the Board, President or any Vice
President, and the Secretary, or the manual or facsimile signature of any
two of such other employees of the Bank as may be designated for such
purpose from time to time by resolution of the Board of Directors, and
bearing the impressed or facsimile seal of the Bank, may be issued to
stockholders. The death, resignation, discharge or incapacity of any
person whose manual or facsimile signature appears on any certificate,
shall not affect the validity of such certificate of stock, whether such
certificate has theretofore or is thereafter issued. All certificates of
stock shall state upon the face thereof that the stock is transferable
only upon the books of the Bank; and when stock is transferred, the
certificates therefore shall be returned to the Bank, canceled, preserved
and new certificates issued.

ARTICLE X
Promises and Consents

Proxies to vote and written consent with respect to shares of stock of
other corporations owned by or standing in the name of the Bank may be
executed and delivered from time to time on behalf of the Bank by two
officers, one of whom shall be the Chairman, President, Executive Vice
President, Senior Vice President or a Vice President and the other of whom
shall be the Secretary or an Assistant Secretary of the Bank; or by any
other person or persons duly authorized by the Board of Directors.

ARTICLE XI
Trust Division

SECTION 1. Exercise of Fiduciary Powers. All fiduciary powers of the
Bank shall be exercised through the Trust Division under the supervision
of the Trust Committee, subject to the Michigan Banking Code and subject
to such regulations as the Michigan Financial Institutions Bureau shall
from time to time establish. All books and records relating to fiduciary
activities shall be kept separate and distinct from the other books and
records of the Bank.

SECTION 2. Officer in Charge. The Trust Division shall be placed under
the management and immediate supervision of an officer in charge appointed
by the Board of Directors. The duties of such officer shall be to cause
the policies and instructions of the Board of Directors, the chief
executive officer and the Trust Committee, with respect to the fiduciary
accounts entrusted to the Bank, to be carried out, and to supervise the
due performance of such accounts in accordance with law and their terms.

SECTION 3. Other Officers. Any other officer specifically appointed for
the performance of fiduciary activities shall exercise such powers and
perform such duties as are prescribed by these Bylaws, or as may be
assigned to them by the Board of Directors, the chief executive officer or
the officer in charge of fiduciary activities.

SECTION 4. Signature and Authentication of Instruments. All instruments
in which the Bank is named as Trustee or in any other fiduciary capacity
and all authentications or certificates by the Bank as Trustee under any
mortgage, deed of trust or other instrument securing bonds, debentures,
notes or other obligations of any individual, association or corporation,
and all certificates as Registrar or Transfer Agent and all certificates
of deposit for stocks and bonds, interim certificates, trust certificates
and any other certificates, document or instrument requiring execution may
be signed or countersigned in behalf of the Bank by any Trust Officer or
officer of equal or higher rank specifically elected or appointed for the
performance of fiduciary duties or the Secretary or any officer of the
rank of Vice President or higher rank or by any other person appointed for
that purpose by the Board of Directors.

SECTION 5. Custody of Investments. The investments of each fiduciary
account shall be kept separate from the assets of the Bank, and shall be
placed in the joint custody or control of not less than two of the
officers or employees of the Bank designated for that purpose by the Board
of Directors. All such officers and employees shall be adequately bonded.
The investments of each such fiduciary account shall be either: kept
separate from those of all other accounts, except as provided under the
regulations of the Michigan Financial Institutions Bureau for collective
investment, or adequately identified as the property of the relevant
account.

SECTION 6. Trust Committee. There shall be a Trust Committee which shall
be composed of not less than five (5) members of the Board of Directors,
at least three (3) of whom shall be non-officer directors, and may include
one or more officers of the Bank who are not directors, appointed by the
Board of Directors to serve during its pleasure. The Trust Committee
shall have general supervision of and shall determine the policies
relating to the administration of fiduciary relationships. It shall have
general supervision of the Trust Division, the other committees to which
the exercise of fiduciary powers of the Bank are assigned, and the
investment of funds and disposition of investments held by the Bank in a
fiduciary capacity. It shall have such other powers and duties relating
to the administration of fiduciary accounts entrusted to the Bank as may
be conferred upon it from time to time by the Board of Directors. The
Trust Committee shall meet at least once a month and shall keep minutes of
its meetings showing the disposition of all matters considered and passed
upon, and shall make monthly reports to the Board of Directors. Any three
(3) persons, each of whom is a member of the Trust Committee, of whom not
less than two (2) shall be nonofficer directors, shall constitute a quorum
for the transaction of business at any meeting of the Trust Committee.

ARTICLE XII
Quorum

Except as otherwise provided by statute or in the Articles of
Incorporation or these Bylaws, a majority of all the stockholders or
Directors, as the case may be, shall be required to constitute a quorum to
do business. Should there be no quorum at any regular or special meeting
of stockholders or Directors, the stockholders or Directors present may
adjourn from day to day until a quorum is in attendance.

ARTICLE XIII
Indemnification and Insurance

The Bank shall indemnify and reimburse any director, officer,
employee, or agent to the fullest extent permitted by the laws of the
State of Michigan, as amended from time to time.

ARTICLE XIV
Amendments to Bylaws

These Bylaws may be repealed, altered, or amended, in whole or in
part, by the vote of a majority of the Directors, at any regular or
special meeting of the Board of Directors.

CERTIFICATION

I, _______________, _________________ of NBD Bank in Detroit, Michigan,
certify that the foregoing is a true and exact copy of the Articles of
Incorporation and Bylaws of NBD Bank effective January 1, 1995.

IN WITNESS WHEREOF, I have executed this certification and caused the
corporate seal of the Bank to be affixed on November 15, 1996

____________________________________

Exhibit (7)

Charter No. 13671 Comptroller of the Currency
District
REPORT OF CONDITION CONSOLIDATING
DOMESTIC AND FOREIGN SUBSIDIARIES OF THE
NBD BANK

in the State of Michigan, at the close of business on Sep. 30, 1996
published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.

ASSETS
Thousands
of dollars
Cash and balances due from depository institutions
Noninterest-bearing balances and currency
and coin. . . . . . . . . . . . . . . 2,228,000
Interest-bearing balances . . . . . . 0
Securities:
Held-to-maturity securities . . . . . 0
Available-for-sale securities . . . . 2,064,214
Federal funds sold and securities purchased. . . . . . . .
under agreements to resell in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold . . . . . . . . . 64,800
Securities purchased under agreements
to resell. . . . . . . . . . . . . . 0
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . . . . . . 18,465,038
LESS: Allowance for loan and lease losses . . . . . . . . 271,373
Loans and leases, net of unearned income and
allowance . . . . . . . . . . . . . . 18,193,665
Assets held in trading accounts. . . . 98,089
Premises and fixed assets (including
capitalized leases) . . . . . . . . . 341,127
Other real estate owned. . . . . . . . 12,654
Investments in unconsolidated subsidiaries and
associated companies. . . . . . . . . -
Customers' liability to this bank on acceptances
outstanding . . . . . . . . . . . . . 47,385
Intangible assets. . . . . . . . . . . 32,220
Other assets . . . . . . . . . . . . . 645,638
__________
Total assets 23,727,792
__________

LIABILITIES
Deposits:
In domestic offices 16,726,460
Noninterest-bearing . . . . . . . . 5,140,981
Interest-bearing. . . . . . . . . 11,585,479
In foreign offices, Edge and Agreement
subsidiaries, and IBFs. . . . . . . 271,715
Noninterest-bearing. . . . 0
Interest-bearing . . . . . 271,715
Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased. . . . . . . 729,180
Securities sold under agreements to repurchase . . . . . 7,492
Demand notes issued to the U.S. Treasury . . . . . . . . . 22,611
Trading liabilities. . . . . . . . . . 47,609
Other borrowed money:
With remaining maturity of one year or less. . . . . . . 2,051,461
With remaining maturity of more than one year. . . . . . 302,812
Mortgage indebtedness and obligations
under capitalized leases. . . . . . . 12,702
Bank's liability on acceptances executed and
outstanding . . . . . . . . . . . . . 47,385
Notes and debentures subordinated to deposits. . . . . . . 700,000
Other liabilities. . . . . . . . . . . 432,684
Total liabilities. . . . . . . . . . . 21,352,111

EQUITY CAPITAL

Common stock . . . . . . . . . . . . . 111,858
Surplus. . . . . . . . . . . . . . . . 639,780
Undivided profits and capital reserves . . . . . . . . . . 1,615,483
Net unrealized holding gains (losses)
on available-for-sale securities . . . 8,557
Cumulative foreign currency translation adjustments. . . . 3
Total equity capita. . . . . . . . . . 12,375,681
__________
Total liabilities and equity capital 23,727,792
==========

I, Jason N. Hansen, Vice President of the above-named bank do
hereby declare that this Report of Condition is true and correct to the
best of my knowledge and belief.
JASON N. HANSEN
October 29, 1996

We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been
examined by us, and to the best of our knowledge and belief has been
prepared in conformance with the instructions and is true and correct.

ALFRED R. GLANCY III
JOSEPH L. HUDSON, JR.
THOMAS H. JEFFS II
Directors

<PAGE>

THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO
RULE 901(d) OF REGULATION S-T

=====================================================================

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

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

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)

48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)

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

CMS ENERGY CORPORATION
(Exact name of obligor as specified in its charter)

Michigan 38-2726431
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126
(Address of principal executive offices) (Zip code)

______________________

Debt Securities
(Title of the indenture securities)

=====================================================================
<PAGE> -2-

1. General information. Furnish the following information as to the
Trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

- --------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------

Superintendent of Banks of the 2 Rector Street, New York,
State of New York N.Y. 10006 Albany, N.Y. 12203

Federal Reserve Bank of New York 33 Liberty Plaza,
New York, N.Y. 10045

Federal Deposit Insurance Corporation Washington, D.C. 20429

New York Clearing House Association New York, New York 10004

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None. (See Note on page 3.)

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as an exhibit
hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939
(the "Act") and Rule 24 of the Commission's Rules of Practice.

1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1
to Form T-1 filed with Registration Statement No. 33-6215,
Exhibits 1a and 1b to Form T-1 filed with Registration Statement
No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)

7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.

NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

<PAGE>
<PAGE> -4-

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of
New York, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in The City
of New York, and State of New York, on the 2nd day of December, 1996.

THE BANK OF NEW YORK

By: /S/MARY LAGUMINA
---------------------------------
Name: MARY LAGUMINA
Title: ASSISTANT VICE PRESIDENT
<PAGE>
<PAGE>

EXHIBIT 7

<PAGE>

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30,
1996, published in accordance with a call made by the Federal Reserve Bank
of this District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin $ 3,650,068
Interest-bearing balances 738,260
Securities:
Held-to-maturity securities 784,969
Available-for-sale securities 2,033,407
Federal funds sold and securities
purchased under agreements to
resell in domestic offices of the bank:
Federal funds sold 3,699,232
Securities purchased under
agreements to resell 20,000
Loans and lease financing
receivables:
Loans and leases, net of unearned
income 28,109,045
LESS: Allowance for loan and
lease losses 586,658
LESS: Allocated transfer risk
reserve 429
Loans and leases, net of unearned
income, allowance, and reserve 27,521,958
Assets held in trading accounts 678,844
Premises and fixed assets (including
capitalized leases) 608,217
Other real estate owned 50,599
Investments in unconsolidated
subsidiaries and associated
companies 235,670
Customers' liability to this bank on
acceptances outstanding 904,948
Intangible assets 450,230
Other assets 1,299,464
-----------
Total assets $42,675,866
===========

LIABILITIES
Deposits:
In domestic offices $19,223,050
Noninterest-bearing 7,675,758
Interest-bearing 11,547,292
In foreign offices, Edge and
Agreement subsidiaries, and IBFs 11,527,685
Noninterest-bearing 48,502
Interest-bearing 11,479,183
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased 1,498,351
Securities sold under agreements
to repurchase 126,974
Demand notes issued to the U.S.
Treasury 231,865
Trading liabilities 479,390
Other borrowed money:
With original maturity of one year
or less 2,521,578
With original maturity of more than
one year 20,780
Bank's liability on acceptances exe-
cuted and outstanding 905,850
Subordinated notes and debentures 1,020,400
Other liabilities 1,543,657
-----------
Total liabilities 39,099,580
===========

EQUITY CAPITAL
Common stock 942,284
Surplus 525,666
Undivided profits and capital
reserves 2,124,231
Net unrealized holding gains
(losses) on available-for-sale
securities (8,063)
Cumulative foreign currency transla-
tion adjustments (7,832)
-----------
Total equity capital 3,576,286
===========
Total liabilities and equity
capital $42,675,866
===========

I, Robert E. Keilman, Senior Vice President and Comptroller of
the above-named bank do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued by the Board of
Governors of the Federal Reserve System and is true to the best of my
knowledge and belief.

Robert E. Keilman

We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and to the
best of our knowledge and belief has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve Sys-
tem and is true and correct.

J. Carter Bacot
Alan R. Griffith } Directors
Thomas A. Renyi