Consumers Energy Co, et al. · 10-K405 · For 12/31/97 · EX-4

Filed On 3/26/98   ·   SEC Files 1-05611, 1-09513   ·   Accession Number 201533-98-42

Annual Report -- [X] Reg. S-K Item 405   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Body of Form 10-K                                    164±   671K 
 2: EX-4        Exhibit 4 of 10-K                                     82±   373K 
 3: EX-4        Exhibit 4 of 10-K                                     21±    93K 
 4: EX-4        Exhibit 4 of 10-K                                     95±   387K 
 5: EX-4        Exhibit 4 of 10-K                                     37±   149K 
 6: EX-10       Exhibit 10 of 10-K                                     4±    20K 
 7: EX-12       Exhibit 12 of 10-K                                     1     11K 
 8: EX-21       Exhibit 21 of 10-K                                     1      7K 
 9: EX-21       Exhibit 21 of 10-K                                     1      6K 
10: EX-23       Exhibit 23 of 10-K                                     1      7K 
11: EX-24       Exhibit 24 of 10-K                                     1     11K 
12: EX-24       Exhibit 24 of 10-K                                     1     10K 
13: EX-27       Exhibit 27 of 10-K                                     2     11K 
14: EX-27       Exhibit 27 of 10-K                                     2     12K 
15: EX-27       Exhibit 27 of 10-K                                     2     10K 
16: EX-99       Exhibit 99 of 10-K                                    17±    76K 

EX-4   ·   Exhibit 4 of 10-K
Exhibit Table of Contents

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SEVENTIETH SUPPLEMENTAL INDENTURE   

Providing among other things for    

FIRST MORTGAGE BONDS,   

Senior Note Series A due February 1, 2008   

______________  

Dated as of February 1, 1998    

______________  

CONSUMERS ENERGY COMPANY    

TO    

THE CHASE MANHATTAN BANK,   

Trustee   

                             Counterpart ______ of 100

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SEVENTIETH SUPPLEMENTAL INDENTURE, dated as of February 1, 1998 
(herein sometimes referred to as "this Supplemental Indenture"), made and       
entered into by and between CONSUMERS ENERGY COMPANY, a corporation             
organized and existing under the laws of the State of Michigan, with its        
principal executive office and place of business at 212 West Michigan           
Avenue, in Jackson, Jackson County, Michigan 49201, formerly known as           
Consumers Power Company, (hereinafter sometimes referred to as the              
"Company"), and THE CHASE MANHATTAN BANK, a corporation organized and           
existing under the laws of the State of New York, with its corporate trust      
offices at 450 W. 33rd Street, in the Borough of Manhattan, The City of         
New York, New York 10001 (hereinafter sometimes referred to as the              
"Trustee"), as Trustee under the Indenture dated as of September 1, 1945        
between Consumers Power Company, a Maine corporation (hereinafter               
sometimes referred to as the "Maine corporation"), and City Bank Farmers        
Trust Company (Citibank, N.A., successor, hereinafter sometimes referred        
to as the "Predecessor Trustee"), securing bonds issued and to be issued        
as provided therein (hereinafter sometimes referred to as the                   
"Indenture"),                                                                   

WHEREAS at the close of business on January 30, 1959, City Bank 
Farmers Trust Company was converted into a national banking association         
under the title "First National City Trust Company"; and                        

WHEREAS at the close of business on January 15, 1963, First     
National City Trust Company was merged into First National City Bank; and       

WHEREAS at the close of business on October 31, 1968, First     
National City Bank was merged into The City Bank of New York, National          
Association, the name of which was thereupon changed to First National          
City Bank; and                                                                  

WHEREAS effective March 1, 1976, the name of First National City
Bank was changed to Citibank, N.A.; and                                         

WHEREAS effective July 16, 1984, Manufacturers Hanover Trust    
Company succeeded Citibank, N.A. as Trustee under the Indenture; and            

  WHEREAS effective June 19, 1992, Chemical Bank succeeded by merger
to Manufacturers Hanover Trust Company as Trustee under the Indenture; and      

WHEREAS effective July 15, 1996, The Chase Manhattan Bank       
(National Association), merged with and into Chemical Bank which                
thereafter was renamed The Chase Manhattan Bank as Trustee under the            
Indenture; and                                                                  

WHEREAS the Indenture was executed and delivered for the purpose
of securing such bonds as may from time to time be issued under and in          
accordance with the terms of the Indenture, the aggregate principal amount      
of bonds to be secured thereby being limited to $5,000,000,000 at any one       
time outstanding (except as provided in Section 2.01 of the Indenture),         
and the Indenture describes and sets forth the property conveyed thereby        
and is filed in the Office of the Secretary of State of the State of            
Michigan and is of record in the Office of the Register of Deeds of each        
county in the State of Michigan in which this Supplemental Indenture is to      
be recorded; and                                                                

  WHEREAS the Indenture has been supplemented and amended by various
indentures supplemental thereto, each of which is filed in the Office of        
the Secretary of State of the State of Michigan and is of record in the         
Office of the Register of Deeds of each county in the State of Michigan in      
which this Supplemental Indenture is to be recorded; and                        

WHEREAS the Company and the Maine corporation entered into an   
Agreement of Merger and Consolidation, dated as of February 14, 1968,           
which provided for the Maine corporation to merge into the Company; and         

WHEREAS the effective date of such Agreement of Merger and      
Consolidation was June 6, 1968, upon which date the Maine corporation was       
merged into the Company and the name of the Company was changed from            
"Consumers Power Company of Michigan" to "Consumers Power Company"; and         

WHEREAS the Company and the Predecessor Trustee entered into a  
Sixteenth Supplemental Indenture, dated as of June 4, 1968, which               
provided, among other things, for the assumption of the Indenture by the        
Company; and                                                                    

 WHEREAS said Sixteenth Supplemental Indenture became effective on
the effective date of such Agreement of Merger and Consolidation; and           

 WHEREAS the Company has succeeded to and has been substituted for
the Maine corporation under the Indenture with the same effect as if it         
had been named therein as the mortgagor corporation; and                        

WHEREAS effective March 11, 1997, the name of Consumers Power   
Company was changed to Consumers Energy Company; and                            

WHEREAS, the Company has entered into an Indenture dated as of  
February 1, 1998 ("Senior Note Indenture") with The Chase Manhattan Bank,       
as trustee ("Senior Note Trustee") providing for the issuance of notes          
thereunder, and pursuant to such Senior Note Indenture the Company has          
agreed to issue to the Senior Note Trustee, as security for the notes           
("Senior Notes") to be issued thereunder, a new series of bonds under the       
Indenture at the time of authentication of each series of Senior Notes          
issued under such Senior Note Indenture; and                                    

WHEREAS, for such purposes the Company desires to issue a new   
series of bonds, to be designated First Mortgage Bonds, Senior Note             
Series A due February 1, 2008 each of which bonds shall also bear the           
descriptive title "First Mortgage Bond" (hereinafter provided for and           
hereinafter sometimes referred to as the "Senior Note Series A Bonds"),         
the bonds of which series are to be issued as registered bonds without          
coupons and are to bear interest at the rate per annum specified herein         
and are to mature February 1, 2008; and                                         

WHEREAS, the Senior Note Series A Bonds shall be issued to the  
Senior Note Trustee in connection with the issuance by the Company of its       
Senior Notes, 6 3/8% due 2008, Series A  (the "Series A Notes"); and            

  WHEREAS each of the registered bonds without coupons of the Senior
Note Series A Bonds and the Trustee's Authentication Certificate thereon        
are to be substantially in the following forms, to wit:                         

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[FORM OF REGISTERED BOND OF THE SENIOR NOTE SERIES A BONDS]   

[FACE]    

NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE INDENTURE, THIS 
BOND IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED OR REQUIRED BY       
SECTION 4.04 OF THE INDENTURE, DATED AS OF FEBRUARY 1, 1998 BETWEEN             
CONSUMERS ENERGY COMPANY AND THE CHASE MANHATTAN BANK, AS TRUSTEE.              

CONSUMERS ENERGY COMPANY    

FIRST MORTGAGE BOND, SENIOR NOTE SERIES A DUE FEBRUARY 1, 2008    

No.                      $                                                      

CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter   
called the "Company"), for value received, hereby promises to pay to The        
Chase Manhattan Bank, as trustee under the Senior Note Indenture                
hereinafter referred to, or registered assigns, the principal sum of Two        
Hundred Fifty Million Dollars on February 1, 2008, and to pay to the            
registered holder hereof interest on said sum from the latest semi-annual       
interest payment date to which interest has been paid on the bonds of this      
series preceding the date hereof, unless the date hereof be an interest         
payment date to which interest is being paid, in which case from the date       
hereof, or unless the date hereof is prior to August 1, 1998, in which          
case from February 1, 1998, (or if this bond is dated between the record        
date for any interest payment date and such interest payment date, then         
from such interest payment date, provided, however, that if the Company         
shall default in payment of the interest due on such interest payment           
date, then from the next preceding semi-annual interest payment date to         
which interest has been paid on the bonds of this series, or if such            
interest payment date is August 1, 1998, from February 1, 1998), at the         
rate per annum of 6 3/8%, except that during the continuation of a              
Registration Default, as defined in the Registration Rights Agreement           
referred to below, the rate shall be 6 5/8% per annum, until the principal      
hereof shall have become due and payable, payable on each February 1 and        
August 1 in each year, commencing August 1, 1998.                               

Under an Indenture dated as of February 1, 1998 (hereinafter    
sometimes referred to as the "Senior Note Indenture"), between Consumers        
Energy Company and The Chase Manhattan Bank, as trustee (hereinafter            
sometimes called the "Senior Note Trustee"), the Company will issue,            
concurrently with the issuance of this bond, an issue of notes under the        
Senior Note Indenture entitled Senior Notes, 6 3/8% due 2008, Series A          
(the "Series A Notes").  Pursuant to Article IV of the Senior Note              
Indenture, this bond is issued to the Senior Note Trustee to secure any         
and all obligations of the Company under the Series A Notes and any other       
series of senior notes from time to time outstanding under the Senior Note      
Indenture.  Payment of principal of, or premium, if any, or interest on,        
the Series A Notes (and on any Exchange Notes (as such term is defined on       
the reverse hereof and in the supplemental indenture pursuant to which          
this bond has been issued (the "Supplemental Indenture") issued in              
exchange therefor) shall constitute payments on this bond as further            
provided herein and in the Supplemental Indenture.                              

The provisions of this bond are continued on the reverse hereof 
and such continued provisions shall for all purposes have the same effect       
as though fully set forth at this place.                                        

 This bond shall not be valid or become obligatory for any purpose
unless and until it shall have been authenticated by the execution by the       
Trustee or its successor in trust under the Indenture of the certificate        
hereon.                                                                         

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 IN WITNESS WHEREOF, Consumers Energy Company has caused this bond
to be executed in its name by its Chairman of the Board, its President or       
one of its Vice Presidents by his signature or a facsimile thereof, and         
its corporate seal or a facsimile thereof to be affixed hereto or               
imprinted hereon and attested by its Secretary or one of its Assistant          
Secretaries by his signature or a facsimile thereof.                            

                             CONSUMERS ENERGY COMPANY,

Dated:                                    By      ________________________      

                                    Its     ________________________

Attest:  _________________________                                              
Secretary                                     

[FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]    

TRUSTEE'S AUTHENTICATION CERTIFICATE    

This is one of the bonds, of the series designated therein,     
described in the within-mentioned Indenture.                                    

                                     THE CHASE MANHATTAN BANK, Trustee

                                    By      ________________________
                                            Authorized Officer

[REVERSE]   

CONSUMERS ENERGY COMPANY    

FIRST MORTGAGE BOND, SENIOR NOTE SERIES A DUE FEBRUARY 1, 2008    

 The interest payable on any February 1 and August 1 will, subject
to certain exceptions provided in the Indenture hereinafter mentioned, be       
paid to the person in whose name this bond is registered at the close of        
business on the record date, which shall be January 15 or July 15, as the       
case may be, next preceding such interest payment date, or, if such             
January 15 or July 15 shall be a legal holiday or a day on which banking        
institutions in the City of New York, New York or the City of Detroit,          
Michigan are authorized by law to close, the next succeeding day which          
shall not be a legal holiday or a day on which such institutions are so         
authorized to close.  The principal of and the premium, if any, and the         
interest on this bond shall be payable at the office or agency of the           
Company in the City of Jackson, Michigan designated for that purpose, in        
any coin or currency of the United States of America which at the time of       
payment is legal tender for public and private debts.                           

Upon any payment of the principal of, premium, if any, and      
interest on, all or any portion of the Series A Notes (or Exchange Notes        
(as defined below) issued in exchange therefor), whether at maturity or         
prior to maturity by redemption or otherwise or upon provision for the          
payment thereof having been made in accordance with Section 5.01(a) of the      
Senior Note Indenture, Senior Note Series A Bonds in a principal amount         
equal to the principal amount of such Series A Notes (or Exchange Notes)        
and having both a corresponding maturity date and interest rate shall, to       
the extent of such payment of principal, premium, if any, and  interest,        
be deemed paid and the obligation of the Company thereunder to make such        
payment shall be discharged to such extent and, in the case of the payment      
of principal (and premium, if any) such bonds of said series shall be           
surrendered to the Company for cancellation as provided in Section 4.08 of      
the Senior Note Indenture.  The Trustee may at anytime and all times            
conclusively assume that the obligation of the Company to make payments         
with respect to the principal of and premium, if any, and interest on the       
Senior Note Series A Bonds, so far as such payments at the time have            
become due, has been fully satisfied and discharged pursuant to the             
foregoing sentence unless and until the Trustee shall have received a           
written notice from the Senior Note Trustee signed by one of its officers       
stating (i) that timely payment of, or premium or interest on, the              
Series A Notes has not been made, (ii) that the Company is in arrears as        
to the payments required to be made by it to the Senior Note Trustee            
pursuant to the Senior Note Indenture, and (iii) the amount of the              
arrearage.                                                                      

For purposes of Section 4.09 of the Senior Note Indenture, this 
bond shall be deemed to be the "related series of Senior Note First             
Mortgage Bonds" in respect of (i) the Series A Notes, and (ii) any              
Exchange Notes.                                                                 

  This bond is one of the bonds issued and to be issued from time to
time under and in accordance with and all secured by an Indenture dated as      
of September 1, 1945, given by the Company (or its predecessor, Consumers       
Power Company, a Maine corporation) to City Bank Farmers Trust Company          
(The Chase Manhattan Bank, successor) (hereinafter sometimes referred to        
as the "Trustee"), and indentures supplemental thereto, heretofore or           
hereafter executed, to which indenture and indentures supplemental thereto      
(hereinafter referred to collectively as the "Indenture") reference is          
hereby made for a description of the property mortgaged and pledged, the        
nature and extent of the security and the rights, duties and immunities         
thereunder of the Trustee and the rights of the holders of said bonds and       
of the Trustee and of the Company in respect of such security, and the          
limitations on such rights.  By the terms of the Indenture, the bonds to        
be secured thereby are issuable in series which may vary as to date,            
amount, date of maturity, rate of interest and in other respects as             
provided in the Indenture.                                                      

The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than seventy-five per      
centum in principal amount of the bonds (exclusive of bonds disqualified        
by reason of the Company's interest therein) at the time outstanding,           
including, if more than one series of bonds shall be at the time                
outstanding, not less than sixty per centum in principal amount of each         
series affected, to effect, by an indenture supplemental to the Indenture,      
modifications or alterations of the Indenture and of the rights and             
obligations of the Company and the rights of the holders of the bonds and       
coupons; provided, however, that no such modification or alteration shall       
be made without the written approval or consent of the holder hereof which      
will (a) extend the maturity of this bond or reduce the rate or extend the      
time of payment of interest hereon or reduce the amount of the principal        
hereof, or (b) permit the creation of any lien, not otherwise permitted,        
prior to or on a parity with the lien of the Indenture, or (c) reduce the       
percentage of the principal amount of the bonds the holders of which are        
required to approve any such supplemental indenture.                            

  The Company reserves the right, without any consent, vote or other
action by holders of bonds of this series or any other series created           
after the Sixty-eighth Supplemental Indenture to amend the Indenture to         
reduce the percentage of the principal amount of bonds the holders of           
which are required to approve any supplemental indenture (other than any        
supplemental indenture which is subject to the proviso contained in the         
immediately preceding sentence) (a) from not less than seventy-five per         
centum (including sixty per centum of each series affected) to not less         
than a majority in principal amount of the bonds at the time outstanding        
or (b) in case fewer than all series are affected, not less than a              
majority in principal amount of the bonds of all affected series, voting        
together.                                                                       

  This bond is not redeemable except on the respective dates, in the
respective principal amounts and for the respective redemption prices           
which correspond to the redemption dates for, the principal amounts to be       
redeemed of, and the redemption prices for, the Series A Notes (and any         
senior notes issued in exchange therefor pursuant to the Registration           
Rights Agreement, dated February 13, 1998, between the Company and Morgan       
Stanley & Co. Incorporated, Salomon Brothers Inc., BancAmerica Robertson        
Stephens and Goldman, Sachs & Co. (the "Exchange Notes")), and except upon      
written demand of the Senior Note Trustee following the occurrence of an        
Event of Default under the Senior Note Indenture and the acceleration of        
the senior notes, as provided in Section 8.01 of the Senior Note                
Indenture.  This bond is not redeemable by the operation of the                 
improvement fund or the maintenance and replacement provisions of the           
Indenture or with the proceeds of released property.                            

This bond shall not be assignable or transferable except as     
permitted or required by Section 4.04 of the Senior Note Indenture.  Any        
such transfer shall be effected at the Investor Services Department of the      
Company, as transfer agent (hereinafter referred to as "corporate trust         
office").  This bond shall be exchangeable for other registered bonds of        
the same series, in the manner and upon the conditions prescribed in the        
Indenture, upon the surrender of such bonds at said corporate trust office      
of the transfer agent.  However, notwithstanding the provisions of              
Section 2.05 of the Indenture, no charge shall be made upon any                 
registration of transfer or exchange of bonds of said series other than         
for any tax or taxes or other governmental charge required to be paid by        
the Company.                                                                    

  As provided in Section 4.11 of the Senior Note Indenture, from and
after the Release Date (as defined in the Senior Note Indenture), the           
obligations of the Company with respect to this bond shall be deemed to be      
satisfied and discharged, this bond shall cease to secure in any manner         
any senior notes outstanding under the Senior Note Indenture, and,              
pursuant to Section 4.08 of the Senior Note Indenture, the Senior Note          
Trustee shall forthwith deliver this bond to the Company for cancellation.      

In case of certain defaults as specified in the Indenture, the  
principal of this bond may be declared or may become due and payable on         
the conditions, at the time, in the manner and with the effect provided in      
the Indenture.                                                                  

No recourse shall be had for the payment of the principal of or 
premium, if any, or interest on this bond, or for any claim based hereon,       
or otherwise in respect hereof or of the Indenture, to or against any           
incorporator, stockholder, director or officer, past, present or future,        
as such, of the Company, or of any predecessor or successor company,            
either directly or through the Company, or such predecessor or successor        
company, or otherwise, under any constitution or statute or rule of law,        
or by the enforcement of any assessment or penalty, or otherwise, all such      
liability of incorporators, stockholders, directors and officers, as such,      
being waived and released by the holder and owner hereof by the acceptance      
of this bond and being likewise waived and released by the terms of the         
Indenture.                                                                      

____________________    

  AND WHEREAS all acts and things necessary to make the bonds of the
Senior Note Series A Bonds, when duly executed by the Company and               
authenticated by the Trustee or its agent and issued as prescribed in the       
Indenture, as heretofore supplemented and amended, and this Supplemental        
Indenture provided, the valid, binding and legal obligations of the             
Company, and to constitute the Indenture, as supplemented and amended as        
aforesaid, as well as by this Supplemental Indenture, a valid, binding and      
legal instrument for the security thereof, have been done and performed,        
and the creation, execution and delivery of this Supplemental Indenture         
and the creation, execution and issuance of bonds subject to the terms          
hereof and of the Indenture, as so supplemented and amended, have in all        
respects been duly authorized;                                                  

NOW, THEREFORE, in consideration of the premises, of the        
acceptance and purchase by the holders thereof of the bonds issued and to       
be issued under the Indenture, as supplemented and amended as above set         
forth, and of the sum of One Dollar duly paid by the Trustee to the             
Company, and of other good and valuable considerations, the receipt             
whereof is hereby acknowledged, and for the purpose of securing the due         
and punctual payment of the principal of and premium, if any, and interest      
on all bonds now outstanding under the Indenture and the $250,000,000           
principal amount of  Senior Note Series A Bonds proposed to be issued           
initially and all other bonds which shall be issued under the Indenture,        
as supplemented and amended from time to time, and for the purpose of           
securing the faithful performance and observance of all covenants and           
conditions therein, and in any indenture supplemental thereto, set forth,       
the Company has given, granted, bargained, sold, released, transferred,         
assigned, hypothecated, pledged, mortgaged, confirmed, set over,                
warranted, alienated and conveyed and by these presents does give, grant,       
bargain, sell, release, transfer, assign, hypothecate, pledge, mortgage,        
confirm, set over, warrant, alien and convey unto The Chase Manhattan           
Bank, as Trustee, as provided in the Indenture, and its successor or            
successors in the trust thereby and hereby created and to its or their          
assigns forever, all the right, title and interest of the Company in and        
to all the property, described in Section 13 hereof, together (subject to       
the provisions of Article X of the Indenture) with the tolls, rents,            
revenues, issues, earnings, income, products and profits thereof,               
excepting, however, the property, interests and rights specifically             
excepted from the lien of the Indenture as set forth in the Indenture.          

TOGETHER WITH all and singular the tenements, hereditaments and 
appurtenances belonging or in any wise appertaining to the premises,            
property, franchises and rights, or any thereof, referred to in the             
foregoing granting clause, with the reversion and reversions, remainder         
and remainders and (subject to the provisions of Article X of the               
Indenture) the tolls, rents, revenues, issues, earnings, income, products       
and profits thereof, and all the estate, right, title and interest and          
claim whatsoever, at law as well as in equity, which the Company now has        
or may hereafter acquire in and to the aforesaid premises, property,            
franchises and rights and every part and parcel thereof.                        

SUBJECT, HOWEVER, with respect to such premises, property,      
franchises and rights, to excepted encumbrances as said term is defined in      
Section 1.02 of the Indenture, and subject also to all defects and              
limitations of title and to all encumbrances existing at the time of            
acquisition.                                                                    

TO HAVE AND TO HOLD all said premises, property, franchises and 
rights hereby conveyed, assigned, pledged or mortgaged, or intended so to       
be, unto the Trustee, its successor or successors in trust and their            
assigns forever;                                                                

BUT IN TRUST, NEVERTHELESS, with power of sale for the equal and
proportionate benefit and security of the holders of all bonds now or           
hereafter authenticated and delivered under and secured by the Indenture        
and interest coupons appurtenant thereto, pursuant to the provisions of         
the Indenture and of any supplemental indenture, and for the enforcement        
of the payment of said bonds and coupons when payable and the performance       
of and compliance with the covenants and conditions of the Indenture and        
of any supplemental indenture, without any preference, distinction or           
priority as to lien or otherwise of any bond or bonds over others by            
reason of the difference in time of the actual authentication, delivery,        
issue, sale or negotiation thereof or for any other reason whatsoever,          
except as otherwise expressly provided in the Indenture; and so that each       
and every bond now or hereafter authenticated and delivered thereunder          
shall have the same lien, and so that the principal of and premium, if          
any, and interest on every such bond shall, subject to the terms thereof,       
be equally and proportionately secured, as if it had been made, executed,       
authenticated, delivered, sold and negotiated simultaneously with the           
execution and delivery thereof.                                                 

AND IT IS EXPRESSLY DECLARED by the Company that all bonds      
authenticated and delivered under and secured by the Indenture, as              
supplemented and amended as above set forth, are to be issued,                  
authenticated and delivered, and all said premises, property, franchises        
and rights hereby and by the Indenture and indentures supplemental thereto      
conveyed, assigned, pledged or mortgaged, or intended so to be, are to be       
dealt with and disposed of under, upon and subject to the terms,                
conditions, stipulations, covenants, agreements, trusts, uses and purposes      
expressed in the Indenture, as supplemented and amended as above set            
forth, and the parties hereto mutually agree as follows:                        

SECTION 1.  There is hereby created one series of bonds (the    
"Senior Note Series A Bonds") designated as hereinabove provided, which         
shall also bear the descriptive title "First Mortgage Bond", and the form       
thereof shall be substantially as hereinbefore set forth.  Senior Note          
Series A Bonds shall be issued in the aggregate principal amount of             
$250,000,000, shall mature on February 1, 2008 and shall be issued only as      
registered bonds without coupons in denominations of $1,000 and any             
multiple thereof.  The serial numbers of bonds of the Senior Note Series A      
Bonds shall be such as may be approved by any officer of the Company, the       
execution thereof by any such officer either manually or by facsimile           
signature to be conclusive evidence of such approval.  Senior Note              
Series A Bonds shall bear interest at a rate of 6 3/8% per annum, except        
that during the continuation of a Registration Default, as defined in the       
Registration Rights Agreement dated February 13, 1998, between the Company      
and Morgan Stanley & Co. Incorporated, Salomon Brothers Inc., BancAmerica       
Robertson Stephens and Goldman, Sachs & Co. shall bear interest at a rate       
of 6 5/8% per annum until the principal thereof shall have become due and       
payable, payable semi-annually on February 1 and August 1 in each year          
commencing August 1, 1998.  The principal of and the premium, if any,  and      
the interest on said bonds shall be payable in any coin or currency of the      
United States of America which at the time of payment is legal tender for       
public and private debts, at the office or agency of the Company in the         
City of Jackson, Michigan designated for that purpose.                          

Upon any payment of the principal of, premium, if any, and      
interest on, all or any portion of the Series A Notes (or Exchange Notes        
(as defined below) issued in exchange therefor), whether at maturity or         
prior to maturity by redemption or otherwise or upon provision for the          
payment thereof having been made in accordance with Section 5.01(a) of the      
Senior Note Indenture, Senior Note Series A Bonds in a principal amount         
equal to the principal amount of such Series A Notes (or Exchange Notes)        
and having both a corresponding maturity date and interest rate shall, to       
the extent of such payment of principal, premium, if any, and interest, be      
deemed paid and the obligation of the Company thereunder to make such           
payment shall be discharged to such extent and, in the case of the payment      
of principal (and premium, if any) such bonds of said series shall be           
surrendered to the Company for cancellation as provided in Section 4.08 of      
the Senior Note Indenture.  The Trustee may at anytime and all times            
conclusively assume that the obligation of the Company to make payments         
with respect to the principal of and premium, if any, and interest on the       
Senior Note Series A Bonds, so far as such payments at the time have            
become due, has been fully satisfied and discharged pursuant to the             
foregoing sentence unless and until the Trustee shall have received a           
written notice from the Senior Note Trustee signed by one of its officers       
stating (i) that timely payment of, or premium or interest on, the              
Series A Notes has not been so made, (ii) that the Company is in arrears        
as to the payments required to be made by it to the Senior Note Trustee         
pursuant to the Senior Note Indenture, and (iii) the amount of the              
arrearage.                                                                      

Each Senior Note Series A Bond is to be issued to and registered
in the name of The Chase Manhattan Bank, as trustee, or a successor             
trustee (said trustee or any successor trustee being hereinafter referred       
to as the "Senior Note Trustee") under the Indenture, dated as of               
February 1, 1998 (hereinafter sometimes referred to as the "Senior Note         
Indenture") between Consumers Energy Company and the Senior Note Trustee,       
to secure any and all obligations of the Company under the Series A Notes       
and any other series of senior notes from time to time outstanding under        
the Senior Note Indenture.                                                      

The Senior Note Series A Bonds shall not be assignable or       
transferable except as permitted or required by Section 4.04 of the Senior      
Note Indenture.  Any such transfer shall be effected at the Investor            
Services Department of the Company, as transfer agent (hereinafter              
referred to as "corporate trust office").  The Senior Note Series A Bonds       
shall be exchangeable for other registered bonds of the same series, in         
the manner and upon the conditions prescribed in the Indenture, upon the        
surrender of such bonds at said corporate trust office of the transfer          
agent.  However, notwithstanding the provisions of Section 2.05 of the          
Indenture, no charge shall be made upon any registration of transfer or         
exchange of bonds of said series other than for any tax or taxes or other       
governmental charge required to be paid by the Company.                         

SECTION 2.  Senior Note Series A Bonds shall not be redeemable  
except on the respective dates, in the respective principal amounts and         
for the respective redemption prices which correspond to the redemption         
dates for, the principal amounts to be redeemed of, and the redemption          
prices for, the Series A Notes (and any Exchange Notes (as defined in the       
form of Senior Note Series A Bonds hereinabove set forth)) and except as        
set forth in Section 3 hereof.                                                  

In the event the Company redeems any Series A Notes (or Exchange
Notes) prior to maturity in accordance with the provisions of the Senior        
Note Indenture, the Senior Note Trustee shall on the same date deliver to       
the Company the Senior Note Series A Bonds in principal amounts                 
corresponding to the Series A Notes (or Exchange Notes) so redeemed, as         
provided in Section 4.08 of the Senior Note Indenture.  The Company agrees      
to give the Senior Note Trustee notice of any such redemption of the            
Series A Notes (or Exchange Notes) on or before the date fixed for any          
such redemption.                                                                

  Senior Notes Series A Bonds are not redeemable by the operation of
the improvement fund or the maintenance and replacement provisions of this      
Indenture or with the proceeds of released property.                            

SECTION 3.  Upon the occurrence of an Event of Default under the
Senior Note Indenture and the acceleration of the Series A Notes (or            
Exchange Notes), the Senior Note Series A Bonds shall be redeemable in          
whole upon receipt by the Trustee of a written demand (hereinafter called       
a "Redemption Demand") from the Senior Note Trustee stating that there has      
occurred under the Senior Note Indenture both an Event of Default and a         
declaration of acceleration of payment of principal, accrued interest and       
premium, if any, on the Series A Notes (or Exchange Notes), specifying the      
last date to which interest on such notes has been paid (such date being        
hereinafter referred to as the "Initial Interest Accrual Date") and             
demanding redemption of Senior Note Series A Bonds.  The Company waives         
any right it may have to prior notice of such redemption under the              
Indenture.  Upon surrender of the Senior Note Series A Bonds by the Senior      
Note Trustee to the Trustee, the Senior Note Series A Bonds shall be            
redeemed at a redemption price equal to the principal amount thereof plus       
accrued interest thereon from the Initial Interest Accrual Date to the          
date of the Redemption Demand; provided, however, that in the event of a        
recision of acceleration of senior notes pursuant to the last paragraph of      
Section 8.01(a) of the Senior Note Indenture, then any Redemption Demand        
shall thereby be deemed to be rescinded by the Senior Note Trustee; but no      
such recision or annulment shall extend to or affect any subsequent             
default or impair any right consequent thereon.                                 

SECTION 4.  For purposes of Section 4.09 of the Senior Note     
Indenture, this bond shall be deemed to be the "related series of Senior        
Note First Mortgage Bonds" in respect of (i) the Series A Notes, and            
(ii) any Exchange Notes.                                                        

SECTION 5.  As provided in Section 4.11 of the Senior Note      
Indenture, from and after the Release Date (as defined in the Senior Note       
Indenture), the obligations of the Company with respect to the Senior Note      
Series A Bonds (the "Bonds") shall be deemed to be satisfied and                
discharged, the Bonds shall cease to secure in any manner any senior notes      
outstanding under the Senior Note Indenture, and, pursuant to Section 4.08      
of the Senior Note Indenture, the Senior Note Trustee shall forthwith           
deliver the Bonds to the Company for cancellation.                              

SECTION 6.  The Company reserves the right, without any consent,
vote or other action by the holder of the Senior Note Series A Bonds or         
the holders of any Series A Notes or any Exchange Notes, or of any              
subsequent series of bonds issued under the Indenture, to make such             
amendments to the Indenture, as supplemented, as shall be necessary in          
order to amend Section 17.02 to read as follows:                                

        SECTION 17.02.  With the consent of the holders of not
 less than a majority in principal amount of the bonds at the time
outstanding or their attorneys-in-fact duly authorized, or, if  
fewer than all series are affected, not less than a majority in 
principal amount of the bonds at the time outstanding of each   
series the rights of the holders of which are affected, voting  
together, the Company, when authorized by a resolution, and the 
Trustee may from time to time and at any time enter into an     
indenture or indentures supplemental hereto 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 modifying the rights and obligations of the Company
and the rights of the holders of any of the bonds and coupons;  
provided, however, that no such supplemental indenture shall    
 (1) extend the maturity of any of the bonds or reduce the rate or
extend the time of payment of interest thereon, or reduce the   
 amount of the principal thereof, or reduce any premium payable on
 the redemption thereof, without the consent of the holder of each
bond so affected, or (2) permit the creation of any lien, not   
  otherwise permitted, prior to or on a parity with the lien of this
Indenture, without the consent of the holders of all the bonds  
then outstanding, or (3) reduce the aforesaid percentage of the 
principal amount of bonds the holders of which are required to  
approve any such supplemental indenture, without the consent of 
the holders of all the bonds then outstanding.  For the purposes
of this Section, bonds shall be deemed to be affected by a      
supplemental indenture if such supplemental indenture adversely 
affects or diminishes the rights of holders thereof against the 
Company or against its property.  The Trustee may in its        
discretion determine whether or not, in accordance with the     
  foregoing, bonds of any particular series would be affected by any
supplemental indenture and any such determination shall be      
 conclusive upon the holders of bonds of such series and all other
series.  Subject to the provisions of Sections 16.02 and 16.03  
  hereof, the Trustee shall not be liable for any determination made
in good faith in connection herewith.                           

           Upon the written request of the Company, accompanied by a
resolution authorizing the execution of any such supplemental   
  indenture, and upon the filing with the Trustee of evidence of the
  consent of bondholders as aforesaid (the instrument or instruments
evidencing such consent to be dated within one year of such     
  request), the Trustee shall join with the Company 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
bondholders 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.               

           The Company and the Trustee, if they so elect, and either
before or after such consent has been obtained, may require the 
holder of any bond consenting to the execution of any such      
  supplemental indenture to submit his bond to the Trustee or to ask
such bank, banker or trust company as may be designated by the  
  Trustee for the purpose, for the notation thereon of the fact that
the holder of such bond has consented to the execution of such  
supplemental indenture, and in such case such notation, in form 
satisfactory to the Trustee, shall be made upon all bonds so    
  submitted, and such bonds bearing such notation shall forthwith be
returned to the persons entitled thereto.                       

          Prior to the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this   
Section, the Company shall publish a notice, setting forth in   
general terms the substance of such supplemental indenture, at  
least once in one daily newspaper of general circulation in each
 city in which the principal of any of the bonds shall be payable,
or, if all bonds outstanding shall be registered bonds without  
coupons or coupon bonds registered as to principal, such notice 
shall be sufficiently given if mailed, first class, postage     
prepaid, and registered if the Company so elects, to each       
registered holder of bonds at the last address of such holder   
appearing on the registry books, such publication or mailing, as
the case may be, to be made not less than thirty days prior to  
such execution.  Any failure of the Company 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 7.  As supplemented and amended as above set forth, the 
Indenture is in all respects ratified and confirmed, and the Indenture and      
all indentures supplemental thereto shall be read, taken and construed as       
one and the same instrument.                                                    

SECTION 8.  Nothing contained in this Supplemental Indenture    
shall, or shall be construed to, confer upon any person other than a            
holder of bonds issued under the Indenture, as supplemented and amended as      
above set forth, the Company, the Trustee and the Senior Note Trustee, for      
the benefit of the holder or holders of the Series A Notes and Exchange         
Notes, any right or interest to avail himself of any benefit under any          
provision of the Indenture, as so supplemented and amended.                     

SECTION 9.  The Trustee assumes no responsibility for or in     
respect of the validity or sufficiency of this Supplemental Indenture or        
of the Indenture as hereby supplemented or the due execution hereof by the      
Company or for or in respect of the recitals and statements contained           
herein (other than those contained in the sixth and seventh recitals            
hereof), all of which recitals and statements are made solely by the            
Company.                                                                        

SECTION 10.  This Supplemental Indenture may be simultaneously  
executed in several counterparts and all such counterparts executed and         
delivered, each as an original, shall constitute but one and the same           
instrument.                                                                     

SECTION 11.  In the event the date of any notice required or    
permitted hereunder or the date of maturity of interest on or principal of      
the Senior Note Series A Bonds or the date fixed for redemption or              
repayment of the Senior Note Series A Bonds shall not be a Business Day,        
then (notwithstanding any other provision of the Indenture or of any            
supplemental indenture thereto) such notice or such 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 fixed for such notice or 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.  "Business Day" means, with            
respect to this Section 11, a day of the year on which banks are not            
required or authorized to close in New York City or Detroit, Michigan.          

SECTION 12.  This Supplemental Indenture and the Senior Note    
Series A Bonds 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.             

SECTION 13.  Detailed Description of Property Mortgaged:        

I.    

ELECTRIC GENERATING PLANTS AND DAMS   

All the electric generating plants and stations of the Company, 
constructed or otherwise acquired by it and not heretofore described in         
the Indenture or any supplement thereto and not heretofore released from        
the lien of the Indenture, including all powerhouses, buildings,                
reservoirs, dams, pipelines, flumes, structures and works and the land on       
which the same are situated and all water rights and all other lands and        
easements, rights of way, permits, privileges, towers, poles, wires,            
machinery, equipment, appliances, appurtenances and supplies and all other      
property, real or personal, forming a part of or appertaining to or used,       
occupied or enjoyed in connection with such plants and stations or any of       
them, or adjacent thereto.                                                      

Ownership interest of the Company in addition to the Ludington  
Pumped Storage Plant, located in:                                               

Sections 10, 14 and 15, Township 17 North, Range 18 West, Summit
Township and Section 3, Township 17 North, Range 18 West,       
  Pere Marquette Township and Sections 24 and 34, Township 18 North,
Range 18 West, Pere Marquette Township, all in Mason County,    
Michigan.                                                       

Ownership interest of the Company in addition to the Campbell   
Plant Site located in:                                                          

Sections 10, 11 and 15, Township 6 North, Range 16 West,        
Port Sheldon Township, Ottawa County, Michigan.                 

II.   

ELECTRIC TRANSMISSION LINES   

  All the electric transmission lines of the Company, constructed or
otherwise acquired by it and not heretofore described in the Indenture or       
any supplement thereto and not heretofore released from the lien of the         
Indenture, including towers, poles, pole lines, wires, switches, switch         
racks, switchboards, insulators and other appliances and equipment, and         
all other property, real or personal, forming a part of or appertaining to      
or used, occupied or enjoyed in connection with such transmission lines or      
any of them or adjacent thereto; together with all real property, rights        
of way, easements, permits, privileges, franchises and rights for or            
relating to the construction, maintenance or operation thereof, through,        
over, under or upon any private property or any public streets or               
highways, within as well as without the corporate limits of any municipal       
corporation, including lines in the State of Michigan connecting the            
points indicated as follows:                                                    

(a)  Transmission Lines:                                                        

A complete transmission line commencing at the Fort Custer          
Substation in the Northwest 1/4 of Section 32 and running Southwesterly to      
the existing Lafayette Substation in the Southeast 1/4 of the Southwest         
1/4 of Section 34, all in Township 1 North, Range 8 West, Bedford               
Township, Calhoun County, Michigan, a distance of 2.4 miles.   138,000 kV       

A complete transmission line commencing at Eaton Rapids Municipal     
Substation in the East 1/2 of the Northwest 1/4 of Section 34, Township 2       
North, Range 3 West, Eaton Rapids Township, Eaton County, Michigan, and         
running Southerly and Easterly to a point on the existing Broughwell-Kipp       
Road transmission line in the Northwest 1/4 of the Northwest 1/4 of             
Section 6, Township 1 North, Range 1 West, Leslie Township, Ingham County,      
Michigan, a distance of 9.6 miles.                             138,000 kV       

A complete transmission line commencing at Pavilion Substation in the 
North 1/2 of the Northwest 1/4 of Section 6, Town 3 South, Range 10 West,       
Pavilion Township, Kalamazoo County, running North and East to a point on       
the existing Cork Street-Upjohn transmission line in the Southeast 1/4 of       
the Southeast 1/4 of Section 32, Township 2 South, Range 10 West, Comstock      
Township, Kalamazoo County, Michigan, a distance of 1.68 miles. 138,000 kV      

A complete transmission line commencing at Stonegate Substation in    
the Southwest 1/4 of Section 16, Township 6 North, Range 12 West, City of       
Grandville, Kent County, Michigan, and running Southerly to a point on the      
existing Campbell-Buck Creek transmission line in the Southwest 1/4 of the      
Southwest 1/4 of Section 5, Township 5 North, Range 12 West, Bryon              
Township, Kent County, Michigan, a distance of 5.2 miles.      138,000 kV       

A complete transmission line commencing at the Lacks Substation in    
the South 1/2 of the Southwest 1/4 of Section 25 and running generally          
Southerly to a point on the existing Kendrick to East Paris-Plaster Creek       
transmission line in the South 1/2 of the Southwest 1/4 of Section 25, all      
in Township 6 North, Range 11 West, City of Kentwood, Kent County,              
Michigan, a distance of .18 of a mile.                         138,000 kV       

A complete transmission line commencing at Diesel Tech Substation     
located in the Northeast 1/4, Section 25 and running Southeasterly to a         
point on the existing Kendrick-Campbell-Spaulding transmission line in the      
Northeast 1/4 of Section 36, all in Township 6 North, Range 11 West, City       
of Kentwood, Kent County, Michigan, a distance of .72 of a mile. 138,000 kV     

A complete transmission line commencing at the Gaines Substation in   
the Northwest 1/4 of the Southeast 1/4 of Section 13, Township 5 North,         
Range 11 West, Gaines Township, and running Northerly and Easterly to the       
East Paris (Customer) Substation in the Northeast 1/4 of the Southwest 1/4      
of Section 36, Township 6 North, Range 11 West, Paris Township, all in          
Kent County, Michigan, a distance of 3.7 miles.                                 
                                                        138,000 kV

A complete transmission line commencing at the Plaster Creek          
Substation in the Southwest 1/4 of the Southeast 1/4 of Section 26, and         
running Southwesterly to a point on the Gaines-East Paris transmission          
line in the North 1/2 of the Southwest 1/4 of Section 36, all in Township       
6 North, Range 11 West, Paris Township, Kent County, Michigan, a distance       
of 1.8 miles.                                                  138,000 kV       

A complete transmission line commencing at Chaffee Substation in the  
Northeast 1/4 of Section 19, City of Wyoming and running Southerly and          
Easterly to a point on the existing Beals Road-Broadmoor transmission line      
in the Southwest 1/4 of the Southwest 1/4 of Section 29, City of Kentwood,      
all in Township 6 North, Range 11 West, Kent County, Michigan, a distance       
of 1.5 miles.                                                  138,000 kV       

A complete transmission line commencing at Beecher Substation in the  
Southwest 1/4 of the Southeast 1/4 of Section 1 and running Westerly to         
the Solvay Substation in the Northwest 1/4 of the Northeast 1/4 of Section      
9, all in Township 7 South, Range 3 East, Madison Township, Lenawee             
County, Michigan, a distance of 3.5 miles.                     138,000 kV       

A complete transmission line commencing at the Pere Marquette         
Substation in the Northeast 1/4 of Section 20 and running Northerly and         
Westerly to the existing Amber Substation in the Southeast 1/4 of Section       
18, all in Township 18 North, Range 17 West, Amber Township, Mason County,      
Michigan, a distance of 1.4 miles.                             138,000 kV       

A complete transmission line commencing at the Michigan Power         
Substation in the Southeast 1/4 of Section 23 and running Easterly and          
Northerly to the existing Pere Marquette Substation in the Northeast 1/4        
of Section 20, all in Township 18 North, Range 17 West, Amber Township,         
Mason County, Michigan, a distance of 3.5 miles.               138,000 kV       

A complete transmission line commencing at the Lorin Substation in    
the Northwest 1/4 of the Northeast 1/4 of Section 33 and running Westerly       
and Southerly to a point on the existing B. C. Cobb-Muskegon Heights #2         
line in the Southeast 1/4 of the Northwest 1/4 of Section 33, all in            
Township 10 North, Range 16 West, Muskegon Township, Muskegon County,           
Michigan, a distance of 0.5 mile.                                               
                                                        138,000 kV

A complete transmission line commencing at the Northern Fibre         
Substation in the Northeast 1/4 of the Northwest 1/4 of Section 32 and          
running Easterly to a point on the existing Campbell to Black River line        
in Section 34, all in Township 6 North, Range 15 West, Olive Township,          
Ottawa County, Michigan, a distance of 2.25 miles.             138,000 KV       

A complete transmission line commencing at the Manlius Substation in  
the Southeast 1/4 of the Southwest 1/4 of Section 10 and running Westerly       
and Southerly to a point on the existing Beals Road to Scott Lake line in       
the Northeast 1/4 of the Northwest 1/4 of Section 15, all in Township 3         
North, Range 15 West, Manlius Township, Allegan County, Michigan, a             
distance of .15 of a mile.                                     46,000 kV        

A complete transmission line commencing at the Williams Substation in 
the Southwest 1/4 of the Northwest 1/4 of Section 34, Township 2 North,         
Range 13 West, Allegan Township, and running generally Southerly and            
Westerly to a point on the existing Scott Lake-Williams to Merson line in       
the East 1/2 of the Southeast 1/4 of Section 8, Township 1 North, Range 13      
West, Trowbridge Township, all in Allegan County, Michigan, a distance of       
4 miles.                                                       46,000 kV        

A complete transmission line commencing at Antrim Substation and      
running Northwesterly  to a point on the existing Elk Rapids transmission       
line, all in the Northeast 1/4 of the Northwest 1/4 of Section 21,              
Township 29 North, Range 9 West, Elk Rapids Township, Antrim County,            
Michigan, a distance of .15 of a mile.                         46,000 kV        

A complete transmission line commencing at Caine Substation and       
running Northerly to a point on the existing Kellogg-Post Cereal                
transmission line, all in the Southwest 1/4 of the Northeast 1/4 of             
Section 8, Township 2 South, Range 7 West, Emmett Township, Calhoun             
County, Michigan, a distance of .12 of a mile.                 46,000 kV        

A complete transmission line commencing at Cellasto (Customer)        
Substation in the Southwest 1/4 of the Northeast 1/4 of Section 26 and          
running West and South to a point on the existing Verona-Marshall to EYT        
transmission line in the Northeast 1/4 of the Southwest 1/4 of Section 26,      
all in Township 2 South, Range 6 West, City of Marshall, Calhoun County,        
Michigan, a distance of .15 of a mile.                         46,000 kV        

A complete transmission line commencing at the Cheney Limestone       
(Customer) Substation and running Northwesterly to a point in the existing      
Veronna-Bellevue transmission line, all in the Northeast 1/4 of Section         
30, Township 1 North, Range 6 West, Bellevue Township, Eaton County,            
Michigan, a distance of .4 miles.                              46,000 kV        

A complete transmission line commencing at Bay Harbor Substation in   
the East 1/2 of the Northwest 1/4 of Section 10, running Northeasterly and      
Southeasterly to a point on the existing Penn Dixie Spur in the Southeast       
1/4 of the Northeast 1/4 of Section 10, all in Township 34 North, Range 6       
West, Resort Township, Emmet County, Michigan, a distance of .4 of a mile.      
46,000 kV                                                                       

A complete transmission line commencing at Beers Road Substation in   
the Southwest 1/4 of the Southeast 1/4 of Section 13, Township 6 North,         
Range 5 East, Gaines Township, Genesee County, Michigan, and running            
Northerly to a point on the existing Dort-Flint-Hemphill transmission line      
in the Southwest 1/4 of the Northwest 1/4 of Section 6, Township 6 North,       
Range 6 East, Mundy Township, Genesee County, Michigan, a distance of 3.4       
miles.                                                         46,000 kV        

A complete transmission line commencing at the Beveridge Substation   
in the Northwest 1/4 of the Southeast 1/4 of Section 21, running Southerly      
and Easterly to a point on the existing Beveridge-Van Slyke transmission        
line located in the Southwest 1/4 of the Northeast 1/4 of Section 27, all       
in Township 7 North, Range 6 East, Flint Township, Genesee County,              
Michigan, a distance of 1.9 miles.                             46,000 kV        

A complete transmission line commencing at the Leslie Industrial      
Substation in the Southwest 1/4 of the Northwest 1/4 of Section 27 and          
running generally Westerly and Southerly to a point on the existing Mason-      
Blackstone line in the Southwest 1/4 of Section 28, all in Township 1           
North, Range 1 West, Leslie Township, Ingham County, Michigan, a distance       
of 1.3 miles.                                                  46,000 kV        

A complete transmission line commencing at Certainteed Substation and 
running Westerly and Southerly to a point on the existing Lefere Spur           
transmission line, all in the Southwest 1/4 of the Northeast 1/4 of             
Section 2, Township 3 South, Range 1 West, City of Jackson, Jackson             
County, Michigan, a distance of .25 of a mile.                 46,000 kV        

A complete transmission line commencing at Tru-Turn Substation in the 
Northeast 14 of the Southeast 1/4 of Section 36, Township 4 South, Range 4      
West, Homer Township, Calhoun County, and running Easterly to a point on        
the existing Concord to Rice Creek-Parma line in the North 1/2 of the           
Southwest 1/4 of  Section 27, Township 3 South, Range 3 West, Concord           
Township, Jackson County, Michigan, a distance of 4 miles.     46,000 kV        

A complete transmission line commencing at Kalamazoo Metal Substation 
in the Northeast 1/4 of the Northwest 1/4 of Section 23, running                
Northwesterly and Southwesterly to a pont on the existing Parkway Spur          
transmission line in the Northeast 1/4 of the Northeast 1/4 of Section 22,      
all in Township 2 South, Range 11 West, Kalamazoo Township, Kalamazoo           
County, Michigan, a distance of .6 of a mile.                                   
                                                       46,000 kV

A complete transmission line commencing at McClain Substation and     
running Easterly and Northerly to a point on the existing Morrow-Phillips       
transmission line, all in the Southeast 1/4 of Section 30, Township 2           
South, Range 10 West, Comstock Township, Kalamazoo County, Michigan, a          
distance of .5 of a mile.                                                       
                                                       46,000 kV

A complete transmission line commencing at Clay Substation and        
running Northerly to a point on the existing Beals Road-Scott Lake              
transmission line, all in the Southeast 1/4 of the Southwest 1/4 of             
Section 25, Township 6 North, Range 12 West, Wyoming Township, Kent             
County, Michigan, a distance of .62 of a mile.                 46,000 kV        

A complete transmission line commencing at Lee Street Substation and  
running Southeasterly to a point on the existing Beals Road-Wealthy             
transmission line, all in the Northeast 1/4 of the Southeast 1/4 of             
Section 2, Township 6 North, Range 12 West, Wyoming Township, Kent County,      
Michigan, a distance of .3 of a mile.                          46,000 kV        

A complete transmission line commencing at Seneca Substation in the   
Southwest 1/4 of the Northeast 1/4 of Section 7, Township 8 South, Range 2      
East, Seneca Township, Lenawee County, Michigan, and running Westerly to a      
point on the existing Morenci Spur transmission line in the Southeast 1/4       
of the Northeast 1/4 of Section 12, Township 8 South, Range 1 East, Medina      
Township, Lenawee County, Michigan, a distance of .6 of a mile. 46,000 kV       

A complete transmission line commencing at Klar Customer Substation   
and running Southerly and Easterly to a point on the existing Amber-            
Washington transmission line, all in the Northeast 1/4 of the Southeast         
1/4 of Section 23, Township 18 North, Range 18 West, Pere Marquette             
Township, Mason County, Michigan, a distance of .2 of mile.    46,000 kV        

A complete transmission line commencing at the Mona Lake Spur in the  
Southeast 1/4 of the Northwest 1/4 of Section 16, Township 9 North, Range       
16 West, Fruitport Township, and running generally Northwesterly to a           
point on the existing Muskegon Heights-Maple Grove line in the South 1/2        
of Section 31, Township 10 North, Range 16 West, City of Muskegon Heights,      
all in Muskegon County, Michigan, a distance of 3.5 miles.     46,000 kV        

A complete transmission line commencing at a point on the Mona View   
Spur and running West to a point on the Norton Spur, all in the North 1/2       
of Section 21, Township 9 North, Range 16 West, Fruitport Township,             
Muskegon County, a distance of .2 miles.                       46,000 kV        

A complete transmission line commencing at the Ottawa Generating      
Substation in the Southwest 1/4 of the Southeast 1/4 of Section 27 and          
running Easterly and Northerly to a point on the existing Rochester             
Products-Four Mile line in the North 1/2 of Section 26, all in Township 8       
North, Range 14 West, Polkton Township, Ottawa County, Michigan, a              
distance of 2.5 miles.                                         46,000 kV        

A complete transmission line commencing at the Landwer Substation in  
the Southeast 1/4 of the Southwest 1/4 of Section 4 and running Northerly       
to a point on the existing Taft Spur taps Norton to Muskegon Heights-           
Cleveland line in the Northeast 1/4 of Section 4, all in Township 8 North,      
Range 16 West, Spring Lake Township, Ottawa County, Michigan, a distance        
of .5 of a mile.                                               46,000 kV        

A complete transmission line commencing at the Logistic Substation in 
the Southwest 1/4 of the Southeast 1/4 of Section 17 and running Easterly       
and Northerly to a point on the existing Ransom-Black River line in the         
West 1/2 of the West 1/2 of Section 16, all in Township 5 North, Range 14       
West, Zeeland Township, Ottawa County, Michigan, a distance of 1.5 miles.       
46,000 kV                                                                       

A complete transmission line commencing at Parr Road Substation in    
the Northeast 1/4 of the Northwest 1/4 of Section 1, running Southerly and      
Southwesterly to a point on the existing Cement City-Manchester                 
transmission line in the Southwest 1/4 of the Southeast 1/4 of Section 11,      
all in Township 5 South, Range 3 East, Manchester Township, Washtenaw           
County, Michigan, a distance of 2.75 miles.                                     
                                                       46,000 kV

b)   Also all the real property, rights of way, easements, permits,             
privileges and rights for or relating to the construction, maintenance or       
operation of certain transmission lines, the land and rights for which are      
owned by the Company, which are either not built or now being constructed,      
as follows:                                                                     

A complete transmission line commencing at Silbond Substation located 
in the Southwest 1/4, Section 17, Township 8 South, Range 3 East,               
Fairfield Township, Lenawee County, Michigan and running Northerly and          
Easterly to Fairfield Substation in the Northeast 1/4 of Section 32,            
Township 7 South, Range 3 East, Madison Township, Lenawee County,               
Michigan, a distance of 4.0 miles.                             46,000 kV        

III.    

ELECTRIC DISTRIBUTION SYSTEMS   

All the electric distribution systems of the Company, constructed or  
otherwise acquired by it and not heretofore described in the Indenture or       
any supplement thereto and not heretofore released from the lien of the         
Indenture, including substations, transformers, switchboards, towers,           
poles, wires, insulators, subways, trenches, conduits, manholes, cables,        
meters and other appliances and equipment, and all other property, real or      
personal, forming a part of or appertaining to or used, occupied or             
enjoyed in connection with such distribution systems or any of them or          
adjacent thereto; together with all real property, rights of way,               
easements, permits, privileges, franchises, grants and rights, for or           
relating to the construction, maintenance or operation thereof, through,        
over, under or upon any private property or any public streets or highways      
within as well as without the corporate limits of any municipal                 
corporation, including, in the State of Michigan, systems in or near the        
cities, villages and townships named in the following tabulation.  Such         
electric distribution systems are or may be operated by authority of            
certain state or legislative grants and/or of certain local franchises          
granted by the governing bodies of said cities, villages and townships,         
which grants or franchises include the following:                               

WHERE LOCAL FRANCHISE EXISTS,                                                   
CITY, VILLAGE OR TOWNSHIP                 ITS EFFECTIVE DATE              

Alcona County                                                                   
Township of Alcona       . . . . . . .       April 20, 1995      Renewal  
Alcona County                                                                   
Township of Caledonia    . . . . . . .        July 20, 1995      Renewal  
Alcona County                                                                   
Township of Curtis       . . . . . . .        June 22, 1995      Renewal  
Alcona County                                                                   
Township of Mitchell     . . . . . . .         May 11, 1995      Renewal  
Allegan County                                                                  
Township of Leighton     . . . . . . .     January 20, 1994      Renewal  
Allegan County                                                                  
City of Plainwell        . . . . . . .       April 16, 1995      Renewal  
Allegan County                                                                  
Township of Valley       . . . . . . .       March 22, 1996      Renewal  
Arenac County                                                                   
Township of Adams        . . . . . . .        June 15, 1995      Renewal  
Arenac County                                                                   
Township of Arenac       . . . . . . .      August 11, 1993      Renewal  
Arenac County                                                                   
Township of Clayton      . . . . . . .   September 21, 1995      Renewal  
Arenac County                                                                   
Township of Deep River   . . . . . . .     January 18, 1996      Renewal  
Arenac County                                                                   
Township of Mason        . . . . . . .    December 21, 1995      Renewal  
Arenac County                                                                   
Township of Moffatt      . . . . . . .     January 18, 1996      Renewal  
Arenac County                                                                   
Township of Turner       . . . . . . .   September 21, 1995      Renewal  
Arenac County                                                                   
Township of Whitney      . . . . . . .      August 24, 1995      Renewal  
Bay County                                                                      
Township of Beaver       . . . . . . .    November 17, 1995      Renewal  
Bay County                                                                      
Township of Fraser       . . . . . . .        July 20, 1995      Renewal  
Bay County                                                                      
Township of Gibson       . . . . . . .     October 19, 1995      Renewal  
Bay County                                                                      
Township of Kawkawlin    . . . . . . .   September 29, 1995      Renewal  
Bay County                                                                      
Township of Monitor      . . . . . . .   September 11, 1995      Renewal  
Bay County                                                                      
Township of Mount Forest . . . . . . .   September 21, 1995      Renewal  
Bay County                                                                      
Township of Pinconning   . . . . . . .   September 21, 1995      Renewal  
Bay County                                                                      
Township of Portsmouth   . . . . . . .     October 22, 1993      Renewal  
Benzie County                                                                   
Township of Benzonia     . . . . . . .     January 20, 1994      Renewal  
Benzie County                                                                   
Village of Benzonia      . . . . . . .        March 3, 1994      Renewal  
Benzie County                                                                   
Village of Beulah        . . . . . . .    February 24, 1994      Renewal  
Benzie County                                                                   
Township of Blaine       . . . . . . .     January 13, 1994      Renewal  

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WHERE LOCAL FRANCHISE EXISTS,                                                   
CITY, VILLAGE OR TOWNSHIP              ITS EFFECTIVE DATE                 

Benzie County                                                                   
Village of Elberta       . . . . . . .     December 8, 1994      Renewal  
Benzie County                                                                   
Township of Gilmore      . . . . . . .    February 17, 1994      Renewal  
Benzie County                                                                   
Township of Homestead    . . . . . . .    December 16, 1993      Renewal  
Benzie County                                                                   
Village of Honor         . . . . . . .    February 17. 1994      Renewal  
Benzie County                                                                   
Township of Joyfield     . . . . . . .     January 13, 1994      Renewal  
Benzie County                                                                   
Township of Lake         . . . . . . .    February 17, 1994      Renewal  
Benzie County                                                                   
Township of Platte       . . . . . . .     January 13, 1994      Renewal  
Branch County                                                                   
City of Bronson          . . . . . . .       April 12, 1996      Renewal  
Branch County                                                                   
Township of Union        . . . . . . .    December 24, 1994      Renewal  
Calhoun County                                                                  
Township of Convis       . . . . . . .     October 21, 1995      Renewal  
Calhoun County                                                                  
Township of Marshall     . . . . . . .    September 6, 1995      Renewal  
Charlevoix County                                                               
Township of Charlevoix   . . . . . . .       April 21, 1995      Renewal  
(A portion of Twp)                                                        
Charlevoix County                                                               
Township of Hayes        . . . . . . .        June 20, 1995      Renewal  
Clare County                                                                    
City of Harrison         . . . . . . .        March 8, 1996      Renewal  
Clare County                                                                    
Township of Sheridan     . . . . . . .     January 26, 1994      Renewal  
Clinton County                                                                  
Township of Bath         . . . . . . .    February 27, 1996      Renewal  
Clinton County                                                                  
Township of DeWitt       . . . . . . .      October 3, 1995      Renewal  
Clinton County                                                                  
Township of Victor       . . . . . . .    February 20, 1996      Renewal  
Eaton County                                                                    
Township of Bellevue     . . . . . . .        July 26, 1995      Renewal  
Eaton County                                                                    
Township of Benton       . . . . . . .      August 23, 1995      Renewal  
Eaton County                                                                    
Township of Brookfield   . . . . . . .      August 16, 1995      Renewal  
Eaton County                                                                    
Township of Carmel       . . . . . . .      August 30, 1995      Renewal  
Eaton County                                                                    
Township of Eaton        . . . . . . .      August 13, 1995      Renewal  
Eaton County                                                                    
Township of Hamlin       . . . . . . .       April 22, 1996      Renewal  
Eaton County                                                                    
Township of Walton       . . . . . . .      August 16, 1995      Renewal  
Eaton County                                                                    
Township of Windsor      . . . . . . .        March 7, 1996      Renewal  
Genesee County                                                                  
Township of Flint        . . . . . . .        April 1, 1996      Renewal  
Genesee County                                                                  
Township of Genesee      . . . . . . .       March 27, 1996      Renewal  
Genesee County                                                                  
Township of Mount Morris . . . . . . .     January 12, 1996      Renewal  
Genesee County                                                                  
City of Swartz Creek     . . . . . . .     October 14, 1996      Renewal  
Gladwin County                                                                  
Township of Beaverton    . . . . . . .     January 19, 1995      Renewal  
Gladwin County                                                                  
Township of Bentley      . . . . . . .   September 21, 1995      Renewal  
Gladwin County                                                                  
Township of Billings     . . . . . . .    December 21, 1995      Renewal  
Gladwin County                                                                  
Township of Butman       . . . . . . .    December 21, 1995      Renewal  
Gladwin County                                                                  
City of Gladwin          . . . . . . .   September 23, 1993      Renewal  
Gladwin County                                                                  
Township of Grim         . . . . . . .    December 21, 1995      Renewal  
Gladwin County                                                                  
Township of Hay          . . . . . . .    February 22, 1996      Renewal  
Gladwin County                                                                  
Township of Sherman      . . . . . . .     January 25, 1996      Renewal  
Gratiot County                                                                  
Township of Arcada       . . . . . . .       March 18, 1994      Renewal  
Gratiot County                                                                  
Township of New Haven    . . . . . . .     October 20, 1995      Renewal  
Gratiot County                                                                  
City of Saint Louis      . . . . . . .        June 14, 1997      Renewal  

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WHERE LOCAL FRANCHISE EXISTS,                                                   
CITY, VILLAGE OR TOWNSHIP              ITS EFFECTIVE DATE                 

Hillsdale County                                                                
Township of Cambria      . . . . . . .        July 28, 1995      Renewal  
Hillsdale County                                                                
Township of Camden       . . . . . . .     October 27, 1995      Renewal  
Hillsdale County                                                                
Village of Camden        . . . . . . .   September 21, 1995      Renewal  
Hillsdale County                                                                
Township of Hillsdale    . . . . . . .         June 5, 1997      Renewal  
Hillsdale County                                                                
Village of Montgomery    . . . . . . .      August 11, 1995      Renewal  
Hillsdale County                                                                
Township of Woodbridge   . . . . . . .       March 16, 1996      Renewal  
Ingham County                                                                   
Township of Lansing      . . . . . . .        March 9, 1996      Renewal  
Ionia County                                                                    
Township of Berlin       . . . . . . .   September 18, 1995      Renewal  
Iosco County                                                                    
Township of Alabaster    . . . . . . .     October 19, 1995      Renewal  
Iosco County                                                                    
Township of Baldwin      . . . . . . .        July 20, 1995      Renewal  
Iosco County                                                                    
Township of Burleigh     . . . . . . .     October 12, 1995      Renewal  
Iosco County                                                                    
Township of Grant        . . . . . . .    February 15, 1996      Renewal  
Iosco County                                                                    
Township of Tawas        . . . . . . .      August 24, 1995      Renewal  
Iosco County                                                                    
Township of Wilber       . . . . . . .    December 14, 1995      Renewal  
Isabella County                                                                 
Township of Coe          . . . . . . .      August 24, 1995      Renewal  
Isabella County                                                                 
Township of Lincoln      . . . . . . .      August 18, 1995      Renewal  
Jackson County                                                                  
Township of Rives        . . . . . . .      August 16, 1995      Renewal  
Jackson County                                                                  
Township of Sandstone    . . . . . . .      January 9, 1995      Renewal  
Kent County                                                                     
Township of Ada          . . . . . . .       March 10, 1996      Renewal  
Kent County                                                                     
Township of Courtland    . . . . . . .    February 21, 1996      Renewal  
Kent County                                                                     
Township of Nelson       . . . . . . .    February 28, 1996      Renewal  
Kent County                                                                     
Township of Oakfield     . . . . . . .       April 23, 1996      Renewal  
Kent County                                                                     
Township of Tyrone       . . . . . . .       April 24, 1996      Renewal  
Lake County                                                                     
Township of Chase        . . . . . . .       March 22, 1996      Renewal  
Lake County                                                                     
Township of Dover        . . . . . . .       March 22, 1996      Renewal  
Lake County                                                                     
Township of Ellsworth    . . . . . . .     January 26, 1996      Renewal  
Lake County                                                                     
Village of Luther        . . . . . . .        March 1, 1996      Renewal  
Lake County                                                                     
Township of Newkirk      . . . . . . .     January 26, 1996      Renewal  
Leelanau County                                                                 
Township of Cleveland    . . . . . . .    November 19, 1993      Renewal  
Leelanau County                                                                 
Township of Empire       . . . . . . .       August 6, 1993      Renewal  
Leelanau County                                                                 
Village of Empire        . . . . . . .     October 29, 1993      Renewal  
Leelanau County                                                                 
Township of Glen Arbor   . . . . . . .    November 26, 1993      Renewal  
Leelanau County                                                                 
Township of Kasson       . . . . . . .    December 17, 1993      Renewal  
Livingston County                                                               
Township of Iosco        . . . . . . .         May 29, 1997      New      
(A portion of Twp)                                                        
Manistee County                                                                 
Township of Arcadia      . . . . . . .     December 2, 1993      Renewal  
Manistee County                                                                 
Township of Bear Lake    . . . . . . .    November 25, 1993      Renewal  
Manistee County                                                                 
Village of Bear Lake     . . . . . . .     January 27, 1994      Renewal  
Manistee County                                                                 
Township of Brown        . . . . . . .      August 18, 1995      Renewal  
Manistee County                                                                 
Township of Marilla      . . . . . . .       April 21, 1996      Renewal  
Manistee County                                                                 
Township of Pleasanton   . . . . . . .    November 18, 1993      Renewal  
Mecosta County                                                                  
Township of Mecosta      . . . . . . .    December 21, 1995      Renewal  

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WHERE LOCAL FRANCHISE EXISTS,                                                   
CITY, VILLAGE OR TOWNSHIP              ITS EFFECTIVE DATE                 

Midland County                                                                  
Township of Geneva       . . . . . . .    December 22, 1993      Renewal  
Midland County                                                                  
Township of Greendale    . . . . . . .   September 24, 1995      Renewal  
Midland County                                                                  
Township of Larkin       . . . . . . .        July 23, 1993      Renewal  
Midland County                                                                  
Township of Lee          . . . . . . .     January 20, 1994      Renewal  
Midland County                                                                  
Township of Mills        . . . . . . .   September 21, 1995      Renewal  
Midland County                                                                  
Township of Porter       . . . . . . .    December 12, 1993      Renewal  
Midland County                                                                  
Township of Warren       . . . . . . .        March 1, 1996      Renewal  
Missaukee  County                                                               
Township of Aetna        . . . . . . .    September 7, 1993      Renewal  
Missaukee County                                                                
Township of Butterfield  . . . . . . .       March 26, 1996      Renewal  
Missaukee County                                                                
Township of Enterprise   . . . . . . .        March 5, 1996      Renewal  
Monroe County                                                                   
Township of Summerfield  . . . . . . .     December 9, 1994      New      
(A portion of Twp)                                                        
Montcalm County                                                                 
Township of Ferris       . . . . . . .     October 17, 1995      Renewal  
Muskegon County                                                                 
Township of Casnovia     . . . . . . .     January 17, 1996      Renewal  
Muskegon County                                                                 
Township of Egelston     . . . . . . .      August 12, 1996      Renewal  
Muskegon County                                                                 
Township of Fruitland    . . . . . . .   September 26, 1995      Renewal  
Muskegon County                                                                 
Township of Laketon      . . . . . . .        June 18, 1995      Renewal  
Muskegon County                                                                 
Township of Moorland     . . . . . . .       April 12, 1996      Renewal  
Muskegon County                                                                 
City of Norton Shores    . . . . . . .         July 8, 1995      Renewal  
Muskegon County                                                                 
City of Roosevelt Park   . . . . . . .       March 27, 1996      Renewal  
Muskegon County                                                                 
Township of Sullivan     . . . . . . .      August 18, 1996      Renewal  
Newaygo County                                                                  
Township of Ashland      . . . . . . .    November 16, 1995      Renewal  
Newaygo County                                                                  
Township of Bridgeton    . . . . . . .    November 23, 1995      Renewal  
Newaygo County                                                                  
Township of Brooks       . . . . . . .      August 31, 1995      Renewal  
Newaygo County                                                                  
Township of Croton       . . . . . . .        July 20, 1995      Renewal  
Newaygo County                                                                  
Township of Ensley       . . . . . . .         May 23, 1996      Renewal  
Newaygo County                                                                  
Township of Garfield     . . . . . . .        June 22, 1995      Renewal  
Newaygo County                                                                  
Township of Grant        . . . . . . .      August 15, 1996      Renewal  
Ogemaw County                                                                   
Township of Edwards      . . . . . . .        June 23, 1995      Renewal  
Ogemaw County                                                                   
Township of Goodar       . . . . . . .        June 30, 1995      Renewal  
Ogemaw County                                                                   
Township of Hill         . . . . . . .     January 19, 1996      Renewal  
Ogemaw County                                                                   
Township of Ogemaw       . . . . . . .        June 16, 1995      Renewal  
Ogemaw County                                                                   
Township of Rose         . . . . . . .     January 19, 1996      Renewal  
Osceola County                                                                  
Township of Hartwick     . . . . . . .    December 14, 1995      Renewal  
Osceola County                                                                  
Village of Hersey        . . . . . . .    December 29, 1995      Renewal  
Osceola County                                                                  
Township of Highland     . . . . . . .     January 20, 1996      Renewal  
Osceola County                                                                  
Township of Lincoln      . . . . . . .    February 18, 1996      Renewal  
Osceola County                                                                  
Township of Rose Lake    . . . . . . .        April 9, 1996      Renewal  
Osceola County                                                                  
Township of Sherman      . . . . . . .       March 19, 1996      Renewal  
Oscoda County                                                                   
Township of Big Creek    . . . . . . .       April 12, 1995      Renewal  
Oscoda County                                                                   
Township of Clinton      . . . . . . .        April 5, 1995      Renewal  
Oscoda County                                                                   
Township of Comins       . . . . . . .         May 31, 1995      Renewal  

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WHERE LOCAL FRANCHISE EXISTS,                                                   
CITY, VILLAGE OR TOWNSHIP              ITS EFFECTIVE DATE                 

Oscoda County                                                                   
Township of Elmer        . . . . . . .       April 26, 1995      Renewal  
Oscoda County                                                                   
Township of Mentor       . . . . . . .         May 24, 1995      Renewal  
Ottawa County                                                                   
Township of Grand Haven  . . . . . . .       March 16, 1996      Renewal  
Ottawa County                                                                   
Township of Park         . . . . . . .     January 22, 1996      Renewal  
Ottawa County                                                                   
Township of Robinson     . . . . . . .    February 25, 1996      Renewal  
Roscommon County                                                                
Township of Lake         . . . . . . .        March 8, 1996      Renewal  
Saginaw County                                                                  
Township of Birch Run    . . . . . . .     January 18, 1996      Renewal  
Saginaw County                                                                  
Township of Brady        . . . . . . .    December 11, 1995      Renewal  
Saginaw County                                                                  
Township of Brant        . . . . . . .         May 15, 1995      Renewal  
Saginaw County                                                                  
Township of Carrollton   . . . . . . .       April 11, 1997      Renewal  
Saginaw County                                                                  
Township of Fremont      . . . . . . .       April 16, 1996      Renewal  
Saginaw County                                                                  
Township of James        . . . . . . .       March 21, 1996      Renewal  
Saginaw County                                                                  
Township of Lakefield    . . . . . . .       March 26, 1996      Renewal  
Saginaw County                                                                  
Township of Marion       . . . . . . .       March 19, 1996      Renewal  
Saginaw County                                                                  
Township of Spaulding    . . . . . . .     December 2, 1995      Renewal  
Saginaw County                                                                  
Township of Tittabawassee. . . . . . .      August 15, 1993      Renewal  
Saginaw County                                                                  
Township of Zilwaukee    . . . . . . .        June 21, 1997      Renewal  
Saint Joseph County                                                             
Village of Burr Oak      . . . . . . .     February 8, 1996      Renewal  
Saint Joseph County                                                             
Township of Florence     . . . . . . .    February 27, 1996      Renewal  
Shiawassee County                                                               
Township of Bennington   . . . . . . .    December 23, 1995      Renewal  
Shiawassee County                                                               
Township of Owosso       . . . . . . .        March 2, 1996      Renewal  
Shiawassee County                                                               
Township of Sciota       . . . . . . .    February 24, 1996      Renewal  
Tuscola County                                                                  
Township of Arbela       . . . . . . .    February 22, 1996      Renewal  
Wexford County                                                                  
Township of Antioch      . . . . . . .       March 21, 1996      Renewal  
Wexford County                                                                  
Township of Cherry Grove . . . . . . .       March 29, 1996      Renewal  
Wexford County                                                                  
Township of Clam Lake    . . . . . . .     January 20, 1996      Renewal  
Wexford County                                                                  
Township of Colfax       . . . . . . .        April 5, 1996      Renewal  
Wexford County                                                                  
Township of Haring       . . . . . . .    February 16, 1996      Renewal  

IV.   

ELECTRIC SUBSTATIONS,   
SWITCHING STATIONS AND SITES    

All the substations, switching stations and sites of the Company, 
constructed or otherwise acquired by it and not heretofore described in         
the Indenture or any supplement thereto and not heretofore released from        
the lien of the Indenture, for transforming, regulating, converting or          
distributing or otherwise controlling electric current at any of its            
plants and elsewhere, together with all buildings, transformers, wires,         
insulators and other appliances and equipment, and all other property,          
real or personal, forming a part of or appertaining to or used, occupied        
or enjoyed in connection with any of such substations and switching             
stations, or adjacent thereto, with sites to be used for such purposes,         
including the following described property located in the State of              
Michigan and in or near the cities, townships and communities named:            

(a)  Substations and Switching Stations:                                        

 Perrigo Substation located on property of Perrigo Company, North of
114th Street in the East 1/2 of the Southwest 1/4 of Section 27, Township       
6 North, Range 11 West, Allegan Township, Allegan County, Michigan              

Swan Creek Substation located on the West side of 44th Street in  
the Southeast 1/4 of the Southeast 1/4 of the Northeast 1/4 of Section 8,       
Township 1 North, Range 14 West, Cheshire Township, Allegan County,             
Michigan.                                                                       

 Aubil Lake Substation located on the South side of 140th Avenue and
West of Patterson Road in the Northwest 1/4 of the Northwest 1/4 of the         
Northeast 1/4 of Section 25, Township 4 North, Range 11 West, Leighton          
Township, Allegan County, Michigan.                                             

New Richmond Substation located on the South side of 132nd Avenue 
in the Northeast 1/4 of the Northwest 1/4 of Section 18, Township 3 North,      
Range 15 West, Manlius Township, Allegan County, Michigan.                      

Geneva Substation located East of Highway US-31 and North of      
129th Avenue (Bradley) in the Southwest 1/4 of the Northeast 1/4 of             
Section 19, Township 3 North, Range 11 West, Wayland Township, Allegan          
County, Michigan.                                                               

Wayland II Substation located North of Sycamore Street in the     
Northeast 1/4 of the Southeast 1/4 of Section 6, Township 3 North,              
Range 11 West, Wayland Township, Allegan County, Michigan.                      

MSI Substation located on property of MSI Battle Creek Stamping,  
South of "F" Drive, North, and North of the Penn Central Railroad, in the       
Northwest 1/4 of the Northwest 1/4 of Section 23, Township 2 South,             
Range 7 West, Emmett Township, Calhoun County, Michigan.                        

Boyne Mountain Substation located on property of Boyne USA Inc. in
the Southeast 1/4 of the Northwest 1/4 of Section 16, Township 32 North,        
Range 5 West, Boyne Valley Township, Charlevoix County, Michigan.               

Beaver Creek Substation located South of Four Mile Road in the    
Northwest 1/4 of the Northeast 1/4 of Section 5, Township 25 North,             
Range 3 West, Beaver Creek Township, Crawford County, Michigan.                 

Georgia Pacific Substation located on property of Georgia-Pacific 
Company on the South side of County Road No. 76 (Four Mile Road), on the        
West side of the Penn Central Railroad right of way in the Northeast 1/4        
of the Northeast 1/4 of Section 5, Township 25 North, Range 3 West, Beaver      
Creek Township, Crawford County, Michigan.                                      

Jordan Iron Substation located on property of Jordan Iron Works,  
North of Nichols Street and West of Main Street in the Northwest 1/4 of         
the Northeast 1/4 of Section 23, Township 32 North, Range 7 West, City of       
East Jordan, Charlevoix County, Michigan.                                       

 Cochran Substation located West of I-69 and North of Kalamo Road in
the West 1/2 of the Southeast 1/4 of Section 19, Township 2 North, Range 4      
West, Eaton Township, Eaton County, Michigan.                                   

Canal Substation located on property of the State of Michigan,    
Northwesterly of the Grand Trunk Western Railroad right of way in the           
Northeast corner of the Northeast 1/4 of the Southwest 1/4 of Section 4,        
Township 3 North, Range 3 West, Windsor Township, Eaton County, Michigan.       

Atherton Substation located on the South side of Atherton Road and
East of Cuthbertson Road in the Northwest 1/4 of the Northeast 1/4 of           
Section 30, Township 7 North, Range 7 East, City of Flint, Genesee County,      
Michigan.                                                                       

Calkins Substation Addition located East of Linden Road and South 
of Calkins Road in the Northwest 1/4 of the Northwest 1/4 of Section 16,        
Township 7 North, Range 6 East, Flint Township, Genesee County, Michigan.       

Bishop Substation located South of Bristol Road and West of Torrey
Road in the Northeast 1/4 of the Northeast 1/4 of Section 35, Township 7        
North, Range 6 East, Flint Township, Genesee County, Michigan.                  

Grand Blanc BOC Substation located on property of General Motors  
Corporation, East of Dort Highway, North of Reid Road and South of Hill         
Road in the South 1/2 of the Southwest 1/4 of the Southwest 1/4 of Section      
9, Township 6 North, Range 7 East, Grand Blanc Township, Genesee County,        
Michigan.                                                                       

Blinton Substation located on the South side of Baldwin Road and  
East of McWain Road in the Northeast corner of the Northeast 1/4 of             
Section 32, Township 6 North, Range 7 East, Grand Blanc Township, Genesee       
County, Michigan.                                                               

Swartz Creek Substation Addition located on Lots 24 and 25 of     
Houston-Miller-Chambers Plat No. 1, a subdivision in the Northwest 1/4 of       
Section 1, Township 6 North, Range 5 East, City of Swartz Creek, Genesee        
County, Michigan.                                                               

Gladwin Machine Substation located on property of Gladwin Machine 
Products, South of Webber Road in the Northeast 1/4 of the Northwest 1/4        
of Section 6, Township 18 North, Range 1 West, Buckeye Township, Gladwin        
County, Michigan.                                                               

Lako Substation located on property of Lako Products, South of    
Webber Road in the Northwest 1/4 of the Northeast 1/4 of Section 6,             
Township 18 North, Range 1 West, Buckeye Township, Gladwin County,              
Michigan.                                                                       

Hammond Road Substation located South of Hammond Road, East of    
Garfield Road and North of Emerson Road in the Northwest 1/4 of the             
Northwest 1/4 of Section 25, Township 27 North, Range 11 West, Garfield         
Township, Grand Traverse County, Michigan.                                      

East Bay Substation located on Lot 6 of Oakwood Addition to the   
City of Traverse City in the Southwest 1/4 of the Northwest 1/4 of Section      
12, Township 27 North, Range 11 West, Garfield Township, Grand Traverse         
County, Michigan.                                                               

Alma Products Substation located on property of Alma Products,    
North of Williams Street and West of Florida Avenue, in the Southwest 1/4       
of the Northeast 1/4 of Section 35, Township 12 North, Range 3 West, City       
of Alma, Gratiot County, Michigan.                                              

Refinery Substation located South of Superior Street and East of  
Elmwood Street in the Northwest 1/4 of the Northeast 1/4 of Section 2,          
Township 11 North, Range 3 West, Arcada Township, Gratiot County,               
Michigan.                                                                       

Knowles Road Substation located on property of Quincy Stamping and
Manufacturing Company, West of Knowles Road and East of the Penn Central        
Railroad, in the Southeast 1/4 of the Northwest 1/4 of Section 10,              
Township 6 South, Range 2 West, Adams Township, Hillsdale County,               
Michigan.                                                                       

Dexter Trail Substation Site located East of Dexter Trail in the  
Northwest 1/4 of the Southwest 1/4 of Section 6, Township 1 North, Range 2      
East, Stockbridge Township, Ingham County, Michigan.                            

American Bumper Substation located on property of American Bumper 
and Manufacturing in the South 1/2 of the Southwest 1/4 of Section 21,          
Township 7 North, Range 6 West, Ionia Township, Ionia County, Michigan.         

Herbruck Foods Substation located on property of Herbruck Foods,  
North of Bonanza Street and West of Jordan Lake Road, in the Southeast 1/4      
of the Northeast 1/4 of Section 28, Township 5 North, Range 7 West, Odessa      
Township, Ionia County, Michigan.                                               

Bluegrass Substation located in the Northwest 1/4 of the          
Southwest 1/4 of Section 30, Township 14 North, Range 3 West, Chippewa          
Township, Isabella County, Michigan.                                            

Jackson RCF Substation located on property of the State Prison of 
Southern Michigan, South of Parnall Road in the Northeast 1/4 of Section        
23, Township 2 South, Range 1 West, Blackman Township, Jackson County,          
Michigan.                                                                       

Dial Machine Substation located on property of Dial Machine and   
Tool Company, South of Michigan Avenue, North of Main Street and East of        
Oak Grove in the Southeast 1/4 of the Southwest 1/4 of Section 32,              
Township 2 South, Range 1 West, Blackman Township, Jackson County,              
Michigan.                                                                       

Leroy Street Substation located on property of Junction           
Manufacturing Company, North of Leroy Street and East of Horton Street, in      
the Southwest 1/4 of the Northeast 1/4 of Section 36, Township 2 South,         
Range 1 West, City of Jackson, Jackson County, Michigan.                        

Junction Manufacturing Substation located on property of Junction 
Manufacturing Company, Northeast of Rives Eaton Road and North of Perrine       
Road, in the West 1/2 of the Southwest 1/4 of Section 8, Township 1 South,      
Range 1 West, Rives Township, Jackson County, Michigan.                         

Denso Jackson Substation located on property of Nippondenso       
Manufacturing USA, Incorporated, South of Highway I-94 and West of Dearing      
Road, in the Southeast 1/4 of the Southeast 1/4 of Section 28, Township 2       
South, Range 2 West, Sandstone Township, Jackson County, Michigan.              

Worthington Substation located on property of Worthington         
Industries, East of US-127, South of McDevitt Avenue and West of Conrail        
Railroad, in the Southeast 1/4 of the Southeast 1/4 of Section 24,              
Township 3 South, Range 1 West, Summit Township, Jackson County, Michigan.      

Twilight Substation located South of M-43 and East of 26th Street,
in the Northwest 1/4 of the Southwest 1/4 of Section 5, Township 2 South,       
Range 10 West, Comstock Township, Kalamazoo County, Michigan.                   

Hull Street Substation located North of Hull Street and East of   
Division Avenue, in the Northeast 1/4 of the Northwest 1/4 of Section 7,        
Township 9 North, Range 11 West, Algoma Township, Kent County, Michigan.        

Division Substation located South of 84th Street and East of      
Highway US-131, in the Northeast 1/4 of the Northeast 1/4 of Section 24,        
Township 5 North, Range 12 West, Byron Township, Kent County, Michigan.         

Cannon Substation located East of US-131 and South of Ten Mile    
Road, in the South 1/2 of the Northwest 1/4 of Section 6, Township 8            
North, Range 10 West, Cannon Township, Kent County, Michigan.                   

Kendrick Substation located North of 52nd Street and West of Kraft
Avenue, in the Southwest 1/4 of the Southeast 1/4 of Section 30, Township       
6 North, Range 10 West, Cascade Township, Kent County, Michigan.                

Dutton Substation Site located South of 68th Street in the        
Northwest 1/4 of the Northeast 1/4 of Section 9, Township 5 North, Range        
11 West, Gaines Township, Kent County, Michigan.                                

Grand Rapids Pumping Substation located on property of the City of
Grand Rapids, North of the Chesapeake and Ohio Railroad, and South of           
Market Street, in the Southeast 1/4 of the Northeast 1/4 of Section 35,         
Township 7 North, Range 12 West, City of Grand Rapids, Kent County,             
Michigan.                                                                       

Burton Pumping Substation located on property of the City of      
Grand Rapids in the South 1/2 of the Southwest 1/4 of the Southeast 1/4 of      
Section 6, Township 6 North, Range 12 West, Walker Township, Kent County,       
Michigan.                                                                       

United Parcel Substation located on the West side of Clyde Park   
Avenue in the Northeast 1/4 of the Southeast 1/4 of Section 35, Township 6      
North, Range 12 West, City of Wyoming, Kent County, Michigan.                   

 Suttons Bay Substation located West of East Pine View Street in the
Northeast 1/4 of the Northwest 1/4 of Section 33, Township 30 North, Range      
11 West, Suttons Bay Township, Leelanau County, Michigan.                       

 Ervin Substation located on property of Ervin Industries located on
Lot 20 of Industrial Park No. 1, a subdivision of part of the North 1/2 of      
the Northwest 1/4 of Section 3, Township 6 South, Range 4 East, Raisin          
Township, Lenawee County, Michigan.                                             

Semrec Metering Substation located on property of Southeastern    
Michigan Rural Electric Cooperative, South of Sutton Road and West of           
Wilmoth Road, in the Northeast 1/4 of the Northeast 1/4 of Section 20,          
Township 6 South, Range 4 East, Raisin Township, Lenawee County, Michigan.      

Lenawee Stamping Substation located on property of Lenawee        
Stamping,  South of Highway M-50 in the Northwest 1/4 of the Southwest 1/4      
of Section 35, Township 5 South, Range 4 East, Tecumseh Township, Lenawee       
County, Michigan.                                                               

Sun Exploration Substation located on property of Sun Exploration 
and Production Company, North of Highway M-20 and East of County Line           
Road, in the Southwest 1/4 of the Southwest 1/4 of Section 7, Township 14       
North, Range 2 West, Greendale Township, Midland County, Michigan.              

Letts Road Substation located North of Letts Road and East of     
Jefferson Road, in the Southeast corner of the Southeast 1/4 of the             
Southwest 1/4 of Section 27, Township 15 North, Range 2 East, Larkin            
Township, Midland County, Michigan.                                             

 Dearborn Machine Substation located on property of Dearborn Machine
Company, West of Scharmer Drive, South of Wilcox Street and East of             
Whitbeck Road, in the Southwest 1/4 of the Northwest 1/4 of Section 29,         
Township 12 North, Range 17 West, City of Montague, Muskegon County,            
Michigan.                                                                       

Hyde Park Substation located North of Tyler Road and East of Hyde 
Park Road, in the Southwest 1/4 of the Northwest 1/4 of Section 30,             
Township 11 North, Range 16 West, Dalton Township, Muskegon County,             
Michigan.                                                                       

Latimer Substation located West of Sheridan Road in the           
Southeast 1/4 of the Northeast 1/4 of Section 34, Township 10 North, Range      
16 West, City of Muskegon Heights, Muskegon County, Michigan.                   

 Muskegon Prison Substation located on property of Muskegon Regional
Correctional Facility in the Southeast 1/4 of the Southwest 1/4 of Section      
35, Township 10 North, Range 16 West, City of Muskegon, Muskegon County,        
Michigan.                                                                       

Becker Substation located West of Getty Road and North of Highway 
M-20 (Holton Road), in the Northwest 1/4 of the Southeast 1/4 of                
Section 5, Township 10 North, Range 16 West, Muskegon Township, Muskegon        
County, Michigan.                                                               

Cannon Muskegon Substation located on property of Cannon Muskegon 
Corporation, East of Lincoln Street in the Northwest 1/4 of the Southwest       
1/4 of the Northwest 1/4 of Section 2, Township 9 North, Range 17 West,         
City of Norton Shores, Muskegon County, Michigan.                               

Hickory Substation located West of Grand Haven Road, North of     
Wilson East Road and South of Judson Road, in the North 1/2 of the              
Southwest 1/4 of Section 33, Township 9 North, Range 16 West, City              
of Norton Shores, Muskegon County, Michigan.                                    

 Leprino Foods Substation located on property of Leprino Foods, East
of 48th Avenue and South of Rich Street, in the Northwest 1/4 of the            
Southwest 1/4 of Section 19, Township 7 North, Range 13 West, Allendale         
Township, Ottawa County, Michigan.                                              

 Nicholas Substation located on property of Nicholas Plastics, Inc.,
North of Rich Street and West of 46th Avenue, in the Southwest 1/4 of the       
Northwest 1/4 of Section 19, Township 7 North, Range 13 West, Allendale         
Township, Ottawa County, Michigan.                                              

Hudsonville Substation Addition located on part of Lot 33 of      
Ohlman's Assessors Plat #1 in the Southeast 1/4 of the Northeast 1/4 of         
Section 32, City of Hudsonville, Ottawa County, Michigan.                       

Taft Street Substation Site located North of Taft Street, East of 
the Chesapeake and Ohio Railway and West of Highway US-31, in the               
Southwest 1/4 of the Southeast 1/4 of Section 4, Township 8 North, Range        
16 West, Spring Lake Township, Ottawa County, Michigan.                         

Wire Products Substation located on the South side of Industrial  
Park Drive and East of 72nd Avenue in the Southwest 1/4 of the Northwest        
1/4 of Section 8, Township 14 North, Range 17 West, Shelby Township,            
Oceana County, Michigan.                                                        

Acuglas Substation located on property of Acustar Inc., East of   
95th Street and South of Highway US-10, in the Northwest 1/4 of the             
Northeast 1/4 of Section 4, Township 17 North, Range 8 West, Evart              
Township, Osceola County, Michigan.                                             

Ohman Road Substation located South of Highway US-10 and North of 
Ohman Road, in the Southwest 1/4 of the Northeast 1/4 of Section 4,             
Township 17 North, Range 8 West, Evart Township, Osceola County, Michigan.      

Chicago Road Substation located North of M-21 (Chicago Drive), in 
the Northwest 1/4 of the Northwest 1/4 of Section 27, Township 6 North,         
Range 13 West, Georgetown Township, Ottawa County, Michigan.                    

Lake Shore Substation located South of Lake Michigan Drive (M-45) 
and East of Lake Shore Avenue, in the Northwest 1/4 of the Northwest 1/4        
of Section 28, Township 7 North, Range 16 West, Grand Haven Township,           
Ottawa County, Michigan.                                                        

Hager Park Substation located West of 40th Avenue and North of    
Bauer Road, in the Northeast 1/4 of the Northeast 1/4 of Section 7,             
Township 6 North, Range 13 West, Georgetown Township, Ottawa County,            
Michigan.                                                                       

 Rochester Products Substation located on property of General Motors
Corporation, North of Randall Street, East of 68th Avenue and South of          
Cleveland Street, in the Northeast 1/4 of the Southeast 1/4 of Section 22,      
Township 8 North, Range 14 West, Polkton Township, Ottawa County,               
Michigan.                                                                       

Manning Substation located East of Manning Road and North of      
Washington Road, in the Northwest 1/4 of the Southeast 1/4 of Section 8,        
Township 12 North, Range 6 East, Blumfield Township, Saginaw County,            
Michigan.                                                                       

Bavarian Substation located on Lots 19 and 20 of Industrial Park  
Plat, being a subdivision, according to the recorded plat thereof, in           
the Northwest 1/4 of the Northwest 1/4 of Section 35, Township 11 North,        
Range 6 East, City of Frankenmuth, Saginaw County, Michigan.                    

Cheyenne Substation located South of Shattuck Road in the         
Northwest 1/4 of the Northwest 1/4 of Section 16, Township 12 North, Range      
4 East, Saginaw Township, Saginaw County, Michigan.                             

(b)  Sites for Substations:                                                     

Branch Substation Site located South of Lindley Road and East of  
Snow Prairie Road, in the South 1/2 of Section 28, Township 6 South, Range      
7 West, Batavia Township, Branch County, Michigan.                              

 Three Fires Substation Site located South of US-31 and North of Old
Highway US-31 in the Southeast 1/4 of the Northeast 1/4 of Section 9,           
Township 34 North, Range 6 West, Resort Township, Emmet County, Michigan.       

Van Buren Substation Site located North of Van Buren Street and   
East of Grover Street in the Southwest 1/4 of the Southwest 1/4 of Section      
2, Township 11 North, Range 3 West, Arcada Township, Gratiot County,            
Michigan.                                                                       

Englishville Substation Site located North of 10-Mile Road at the 
North end of Krupp Road in the Southwest 1/4 of the Southeast 1/4 of            
Section 31, Township 9 North, Range 11 West, Algoma Township, Kent County,      
Michigan.                                                                       

Buck Creek Substation Site located West of Division Avenue and    
North of 66th Street in the Southeast 1/4 of the Northeast 1/4 of Section       
1, Township 5 North, Range 12 West, Byron Township, Kent County, Michigan.      

 Meadowbrooke Substation Site located East of Patterson and South of
60th Street in the Southwest 1/4 of the Northeast 1/4 of Section 6,             
Township 5 North, Range 10 West, Caledonia Township, Kent County,               
Michigan.                                                                       

Michigan Substation Site located on Lot 1 of Sweet's Subdivision, 
West of North Street and North of Fairbank Street in the Northeast 1/4 of       
the Southwest 1/4 of Section 19, Township 7 North, Range 11 West, City of       
Grand Rapids, Kent County, Michigan                                             

Gaines Substation Site located West of Patterson Avenue and North 
of 84th Street, in the Northwest 1/4 of the Southeast 1/4 and in the            
Northeast 1/4 of the Southwest 1/4 of Section 13, Township 5 North,             
Range 11 West, Gaines Township, Kent County, Michigan.                          

Chaffee Substation #2 located on Lot 44 of Kent Industrial Center,
an Addition to the City of Wyoming, according to the recorded plat              
thereof, and being a part of the Southeast 1/4 of the Southeast 1/4 of          
Section 18, Township 6 North, Range 11 West, City of Wyoming, Kent County,      
Michigan.                                                                       

Tyrone Substation Site located West of Fenton Road and North of   
Foley Road in the Northwest 1/4 of the Northeast 1/4 of Section 14,             
Township 4 North, Range 6 East, Tyrone Township, Livingston County,             
Michigan.                                                                       

East Grant Substation Site located North of 120th Avenue and West 
of Oak Avenue in the Southeast 1/4 of the Southeast 1/4 of Section 14,          
Township 11 North, Range 12 West, Grant Township, Newaygo County,               
Michigan.                                                                       

Van Wagoner Substation Site located at the West end of Van Wagoner
Street and West of Grand Haven Road in the Southwest 1/4 of the Northwest       
1/4 of Section 9, Township 8 North, Range 16 West, Spring Lake Township,        
Ottawa County, Michigan.                                                        

V.    

GAS COMPRESSOR STATIONS, GAS PROCESSING PLANTS,   
DESULPHURIZATION STATIONS, METERING STATIONS,   
ODORIZING STATIONS, REGULATORS AND SITES    

All the compressor stations, processing plants, desulphurization  
stations, metering stations, odorizing stations, regulators and sites of        
the Company, constructed or otherwise acquired by it and not heretofore         
described in the Indenture or any supplement thereto and not heretofore         
released from the lien of the Indenture, for compressing, processing,           
desulphurizing, metering, odorizing and regulating manufactured or natural      
gas at any of its plants and elsewhere, together with all buildings,            
meters and other appliances and equipment, and all other property, real or      
personal, forming a part of or appertaining to or used, occupied or             
enjoyed in connection with any of such purposes, including the following        
described property located in the State of Michigan and in or near the          
cities, towns and communities named:                                            

(a)    Regulator, Compressor, Metering and Odorizing Stations and               
Processing Plants:                                                

Hotchkiss and Mackinaw Regulator Station located in the Northeast 
1/4 of the Northeast 1/4 of the Northwest 1/4 of Section 3, Township 13         
North, Range 4 East, Frankenlust Township, Bay County, Michigan.                

 First and Van Buren Regulator Station located North of First Street
and West of Van Buren Street, in the Southeast 1/4 of the Northeast 1/4 of      
Section 21, Township 14 North, Range 5 East, Hampton Township, Bay County,      
Michigan.                                                                       

Kalamazoo and Liggitt Regulator Station located in the Northeast  
1/4 of the Southeast 1/4 of Section 35, Township 2 South, Range 6 West,         
City of Marshall, Calhoun County, Michigan.                                     

Otto Road Regulator Station located in the Northwest 1/4 of the   
Southwest 1/4 of Section 4, Township 2 North, Range 4 West, Eaton               
Township, Eaton County, Michigan.                                               

Beecher and Houran Regulator Station located South of Beecher Road
in the North 1/2 of the Northeast 1/4 of Section 15, Township 7 North,          
Range 6 East, Flint Township, Genesee County, Michigan.                         

Torrey Hills Mobile Home Park Station located North of Hill Road  
and West of Torrey Road, in the Southeast 1/4 of Section 3, Township 6          
North, Range 6 East, Mundy Township, Genesee County, Michigan.                  

Elms and Miller Regulator Station located on part of Lot 10 of    
Supervisors Plat of Begole Farm, a subdivision in the Northwest 1/4 of the      
Southwest 1/4 of Section 31, Township 7 North, Range 6 East, City of            
Swartz Creek, Genesee County, Michigan.                                         

Buckeye "36" Odorizer Station located North of Badger Road in the 
Southeast 1/4 of the Southwest 1/4 of Section 36, Township 18 North, Range      
1 West, Buckeye Township, Gladwin County, Michigan.                             

 Petrostar Grout Odorizer Station located South of Woods Road in the
Northwest 1/4 of the Southwest 1/4 of Section 14, Township 18 North, Range      
2 East, Grout Township, Gladwin County, Michigan.                               

 Addition to Beaverton Gas Regulator Station located East of Highway
M-18 in the Northwest corner of the Southwest 1/4 of the Southwest 1/4 of       
Section 7, Township 17 North, Range 1 West, Tobacco Township, Gladwin           
County, Michigan.                                                               

Harrison and Warner Regulator Station located in the Southeast    
corner of the Southeast 1/4 of the Southeast 1/4 of Section 9, Township 11      
North, Range 4 West, Sumner Township, Gratiot County, Michigan.                 

 Sheridan and Turner Regulator Station located East of Turner Street
and West of Creston Street, in the Northeast 1/4 of the Northwest 1/4 of        
Section 4, Township 4 South, Range 2 West, Lansing Township, Ingham             
County, Michigan.                                                               

M-66 and Tuttle Regulator Station located on the South 20 feet of 
the East 40 feet of Lot 1 of Larson's Acres, a subdivision in the               
Southeast 1/4 of the Northeast 1/4 of Section 36, Township 7 North, Range       
7 West, Berlin Township, Ionia County, Michigan.                                

Jackson and Grand River Regulator Station located in the Southeast
1/4 of the Southeast 1/4 of Section 24, Township 6 North, Range 8 West,         
Boston Township, Ionia County, Michigan.                                        

Mosherville City Gate located South of Hanover Road and East of   
Watson Road in the Northwest 1/4 of the Northwest 1/4 of Section 28,            
Township 4 South, Range 3 West, Pulaski Township, Jackson County,               
Michigan.                                                                       

Lapeer Industrial Park Regulator Station located in the Northwest 
1/4 of the Northwest 1/4 of the Southeast 1/4 of Section 12, Township 7         
North, Range 9 East, Elba Township, Lapeer County, Michigan.                    

Dickman and River Road Regulator Station located South of Michigan
Avenue (Dickman Road) in the Southeast 1/4 of the Southeast 1/4 of Section      
34, Township 1 South, Range 9 West, Village of Augusta, Kalamazoo County,       
Michigan.                                                                       

Gull Run Regulator Station located in the South 1/2 of the South  
1/2 of the Northeast 1/4 of Section 6, Township 2 South, Range 10 West,         
Comstock Township, Kalamazoo County, Michigan.                                  

Thirtieth Street and Comstock Regulator Station located West of   
Thirtieth Street and North of East Michigan Avenue, in the Southeast 1/4        
of the Southeast 1/4 of Section 16, Township 2 South, Range 10 West,            
Comstock Township, Kalamazoo County, Michigan.                                  

Charles and Wallace Regulator Station located South of Charles    
Avenue in the Northwest corner of the Northeast 1/4 of the Southeast 1/4        
of Section 14, Township 2 South, Range 11 West, Kalamazoo Township,             
Kalamazoo County, Michigan.                                                     

Metamora City Gate located North of Davison Lake Road and East of 
Thomas Road, in the West 1/2 of the Southwest 1/4 of Section 33, Township       
6 North, Range 10 East, Metamora Township, Lapeer County, Michigan.             

Metamora Odorizer Station located North of Davison Lake Road and  
East of Thomas Road, in the West 1/2 of the Southwest 1/4 of Section 33,        
Township 6 North, Range 10 East, Metamora Township, Lapeer County,              
Michigan.                                                                       

Ridgeway Regulator Station located North of Highway M-50, also    
known as Monroe Road, in the Southwest 1/4 of the Southwest 1/4 of Section      
32, Township 5 South, Range 5 East, Ridgeway Township, Lenawee County,          
Michigan.                                                                       

Cemetery Road Regulator Station located South of Cemetery Road and
Northeasterly of the New York Central Railroad, in the Northeast 1/4 of         
the Northeast 1/4 of Section 4, Township 8 South, Range 5 East, Riga            
Township, Lenawee County, Michigan.                                             

Grand River and Challis Regulator Station located South of Challis
Road in the Northeast 1/4 of the Northeast 1/4 of Section 25, Township 2        
North, Range 5 East, Genoa Township, Livingston County, Michigan.               

Nicholson and Grand River Regulator Station located West          
of Nicholson Road in the Northeast 1/4 of the Southeast 1/4 of Section 8,       
Township 3 North, Range 3 East, Handy Township, Livingston County,              
Michigan.                                                                       

M-36 and Hall Road Gas Regulator Station located South of Highway 
M-36 in the Southeast 1/4 of the Northeast 1/4 of Section 25, Township 1        
North, Range 5 East, Hamburg Township, Livingston County, Michigan.             

M-59 and Tipsico Lake Road Regulator Station located South of     
Highway M-59 (Highland Road) in the Northeast 1/4 of Section 25, Township       
3 North, Range 6 East, Hartland Township, Livingston County, Michigan.          

Patrick Road at Waldo Regulator Station located South of Patrick  
Road and East of Waldo Road, in the Northwest 1/4 of the Northwest 1/4 of       
the Northwest 1/4 of Section 24, Township 14 North, Range 2 East, Midland       
Township, Midland County, Michigan.                                             

Albert "5" Purchase Meter Station located South of Winding Road in
the Northeast 1/4 of the Southwest 1/4 of Section 5, Township 29 North,         
Range 1 East, Albert Township, Montmorency County, Michigan.                    

 Lake Angeles and Gidding Regulator Station located on part of Lot 3
of Atlantic Commons Park of Metro North Technology Park, a subdivision of       
part of Section 3, Township 3 North, Range 10 East, City of Auburn Hills,       
Oakland County, Michigan.                                                       

Chrysler Tech Center Meter and Regulator Station located South of 
Butler Street extended Westerly and West of Squirrel Road in the Northeast      
1/4 of the Southeast 1/4 of the Southwest 1/4 of Section 24, Township 3         
North, Range 10 East, City of Auburn Hills, Oakland County, Michigan.           

South Boulevard and Bloomfield Village Boulevard Regulator Station
located in the Southeast 1/4 of the Southeast 1/4 of Section 35, Township       
3 North, Range 10 East, City of Auburn Hills, Oakland County, Michigan.         

Industrial and Halstead Regulator Station located on Lot 33 of    
Farmington Freeway Industrial Park No. 2, a subdivision of part of the          
Northeast 1/4 of Section 30, Township 1 North, Range 9 East, Farmington         
Township, Oakland County, Michigan.                                             

Keatington Regulator Station located in the Northwest 1/4 of the  
Northeast 1/4 of Section 28, Township 4 North, Range 10 East, Orion             
Township, Oakland County, Michigan.                                             

Grand River and Oakland Regulator Station located on part of Lot 1
of Grand Oak Commerce Center Subdivision, being a subdivision in the            
Northeast 1/4 of the Southwest 1/4 of Section 7, Township 1 North, Range 8      
East, City of Wixom, Oakland County, Michigan.                                  

 Charlton "14 (A)" Purchase Meter Station located South of Old State
Road in the Northwest 1/4 of the Northwest 1/4 of Section 14, Township 29       
North, Range 1 West, Charlton Township, Otsego County, Michigan.                

North Charlton "22" Purchase Meter Station located North of Sparr 
Road in the Southeast 1/4 of the Southwest 1/4 of Section 22, Township 31       
North, Range 1 West, Charlton Township, Otsego County, Michigan.                

North Charlton "24 (A)" Purchase Meter Station located North of   
Sparr Road in the Southwest 1/4 of the Southwest 1/4 of Section 24,             
Township 31 North, Range 1 West, Charlton Township, Otsego County,              
Michigan.                                                                       

South Charlton "27" Purchase Meter Station located East of Round  
Lake Trail in the Southeast 1/4 of the Southwest 1/4 of Section 27,             
Township 29 North, Range 1 West, Charlton Township, Otsego County,              
Michigan.                                                                       

 Charlton "30" Purchase Meter Station located North of Sparr Road in
the Southeast 1/4 of the Southwest 1/4 of Section 30, Township 31 North,        
Range 1 West, Charlton Township, Otsego County, Michigan.                       

 Chester "17" Purchase Meter Station located South of Old State Road
in the Northwest 1/4 of the Northwest 1/4 of Section 17, Township 29            
North, Range 2 West, Chester Township, Otsego County, Michigan.                 

Chester "17 (A)" Purchase Meter Station located South of Old State
Road in the Northwest 1/4 of the Northwest 1/4 of Section 17, Township 29       
North, Range 2 West, Chester Township, Otsego County, Michigan.                 

Chester "18 (A)" Purchase Meter Station located Southwesterly of  
Lower Chub Lake Road in the Southwest 1/4 of the Southeast 1/4 of Section       
18, Township 29 North, Range 2 West, Chester Township, Otsego County,           
Michigan.                                                                       

 Chester "22" Purchase Meter Station located West of Lovells Road in
the Southwest 1/4 of the Northwest 1/4 of Section 22, Township 29 North,        
Range 2 West, Chester Township, Otsego County, Michigan.                        

Dover "17" Purchase Meter Station located East of Marquardt Road  
and North of Seymore Road, in the West 1/2 of the Southeast 1/4 of Section      
17, Township 31 North, Range 2 West, Dover Township, Otsego County,             
Michigan.                                                                       

Dover "18" Purchase Meter Station located East of Peanut Hill Road
in the Southwest 1/4 of the Northwest 1/4 of Section 18, Township 31            
North, Range 2 West, Dover Township, Otsego County, Michigan.                   

Otsego Lake "12" Purchase Meter Station located West of East Opal 
Lake Road in the Northeast 1/4 of the Northeast 1/4 of Section 12,              
Township 29 North, Range 3 West, Otsego Lake Township, Otsego County,           
Michigan.                                                                       

 Otsego Lake "12 (A)" Purchase Meter Station located South of Ranger
Lake Road in the Northeast 1/4 of the Northeast 1/4 of Section 12,              
Township 29 North, Range 3 West, Otsego Lake Township, Otsego County,           
Michigan.                                                                       

Frankenmuth Junction Regulator Station located South of Junction  
Road in the Northwest 1/4 of the Northwest 1/4 of Section 25, Township 11       
North, Range 5 East, Bridgeport Township, Saginaw County, Michigan.             

Lansing and Monroe Regulator Station located North of Monroe Road 
and South of Lansing Road, in the North 1/2 of the Northeast 1/4 of             
Section 16, Township 6 North, Range 4 East, Vernon Township, Shiawassee         
County, Michigan.                                                               

56th Street and Standard Regulator Station located East of North  
Main Street in the Southwest 1/4 of the Southwest 1/4 of Section 12,            
Township 3 South, Range 13 West, Village of Mattawan, Van Buren County,         
Michigan.                                                                       

Newburgh City Gate located North of Plymouth Road and East of     
Newburgh Road, on Lots 18, 19 and 20 of Woodlands Village a subdivision of      
part of the West 1/2 of the Southwest 1/4 of Section 29, Township 1 South,      
Range 9 East, City of Livonia, Wayne County, Michigan.                          

(b)    Sites for Regulators, Compressors, Metering and Odorizing Stations       
and Processing Plants.                                            

Woodward and Fulton Gas Regulator Station Site located South of   
Nebraska Avenue on Lot 452 of Woodward Estates Subdivision, according to        
the recorded plat thereof, and being a part of the East 1/2 of the              
Northwest 1/4 of Section 4, Township 2 North, Range 10 East, Bloomfield         
Township, Oakland County, Michigan.                                             

Commerce and Bogie Lake Regulator Station Site located South of   
Wise Road and East of Commerce Road in the Northwest 1/4 of the Northeast       
1/4 of Section 10, Township 2 North, Range 8 East, Commerce Township,           
Oakland County, Michigan.                                                       

VI.   

GAS STORAGE FIELDS    

The natural gas rights and interests of the Company, including    
wells and well lines (but not including natural gas, oil and minerals),         
the gas gathering system, the underground gas storage rights, the               
underground gas storage wells and injection and withdrawal system used in       
connection therewith, constructed or otherwise acquired by it and not           
heretofore described in the Indenture or any supplement thereto and not         
heretofore released from the lien of the Indenture:  In the Overisel Gas        
Storage Field, located in the Township of Overisel, Allegan County, and in      
the Township of Zeeland, Ottawa County, Michigan; in the Northville Gas         
Storage Field located in the Township of Salem, Washtenaw County, Township      
of Lyon, Oakland County, and the Townships of Northville and Plymouth and       
City of Plymouth, Wayne County, Michigan; in the Salem Gas Storage Field,       
located in the Township of Salem, Allegan County, and in the Township of        
Jamestown, Ottawa County, Michigan; in the Ray Gas Storage Field, located       
in the Townships of Ray and Armada, Macomb County, Michigan; in the Lenox       
Gas Storage Field, located in the Townships of Lenox and Chesterfield,          
Macomb County, Michigan; in the Ira Gas Storage Field, located in the           
Township of Ira, St. Clair County, Michigan; in the Puttygut Gas Storage        
Field, located in the Township of Casco, St. Clair County, Michigan; in         
the Four Corners Gas Storage Field, located in the Townships of Casco,          
China, Cottrellville and Ira, St. Clair County, Michigan; in the Swan           
Creek Gas Storage Field, located in the Township of Casco and Ira, St.          
Clair County, Michigan; and in the Hessen Gas Storage Field, located in         
the Townships of Casco and Columbus, St. Clair, Michigan.                       

VII.    

GAS TRANSMISSION LINES    

All the gas transmission lines of the Company, constructed or     
otherwise acquired by it and not heretofore described in the Indenture or       
any supplement thereto and not heretofore released from the lien of the         
Indenture, including gas mains, pipes, pipelines, gates, valves, meters         
and other appliances and equipment, and all other property, real or             
personal, forming a part of or appertaining to or used, occupied or             
enjoyed in connection with such transmission lines or any of them or            
adjacent thereto; together with all real property, right of way,                
easements, permits, privileges, franchises and rights for or relating to        
the construction, maintenance or operation thereof, through, over, under        
or upon any private property or any public streets or highways, within as       
well as without the corporate limits of any municipal corporation,              
including lines in the State of Michigan connecting the points indicated        
as follows:                                                                     

(a)  Transmission Lines:                                                        
                                                            LENGTH
                                                   SIZE       IN MILES

Commencing at Michigan Petroleum                                                
Exploration Inc. #1-5A Whittum                                                  
Well in the Southwest 1/4 of the                                                
Northeast 1/4 of Section 5 and                                                  
running Northwesterly and Westerly                                              
to Consumers Energy Company's                                                   
Hamlin "8" Field Lateral in the                                                 
Southwest 1/4 of the Northwest 1/4                                              
of Section 5, Township 1 North,                                                 
Range 3 West, Hamlin Township,                                                  
Eaton County, Michigan. . . . . . . .                2 3/8-inch        .38      

Commencing at Michigan Petroleum                                                
Exploration Inc. #1-5A Whittum Well                                             
in the Southwest 1/4 of the Northeast                                           
1/4 of Section 5 and running Northerly                                          
and Westerly to a point on the Hamlin                                           
"8" Field Lateral in the Southeast 1/4                                          
of the Northwest 1/4 of said Section 5,                                         
all in Township 1 North, Range 3 West,                                          
Hamlin Township, Eaton County,                                                  
Michigan. . . . . . . . . . . . . . .                2 3/8-inch        .38      

Commencing at Nomeco #1-12 State                                                
Pinewood Shores Well in the                                                     
Southeast 1/4 of the Northwest                                                  
1/4 of Section 12, and running                                                  
Southerly to Consumers Energy                                                   
Company's 4 1/2" East Bay "12(A)"                                               
Field Lateral in the Northeast                                                  
1/4 of the Southwest 1/4 of                                                     
Section 12, all in Township 26                                                  
North, Range 10 West, East Bay                                                  
Township, Grand Traverse                                                        
County, Michigan. . . . . . . . . . .                2 3/8-inch        .03      

Commencing at Sullivan #1 Orla                                                  
Well in the Northwest 1/4 of                                                    
the Northeast 1/4 of Section 19,                                                
Township 2 North, Range 2 East,                                                 
White Oak Township, Ingham County                                               
and running Southwesterly to a point                                            
on the existing Consumers Energy                                                
Company's White Oak "32" Field Lateral                                          
in the Southeast 1/4 of the Northeast                                           
1/4 of Section 24, Township 2 North,                                            
Range 1 East, Ingham Township,                                                  
Ingham County, Michigan . . . . . . .                2 3/8-inch        1.3      

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                                                        LENGTH
                                              SIZE        IN MILES

Commencing at West Bay #2-31                                                    
State-Kalkaska Well in the                                                      
Northeast 1/4 of the Northeast                                                  
1/4 of Section 31 and running                                                   
Northwesterly to Consumers E                                                    
nergy Company's 10 3/4" Whitewater                                              
"36" Lateral in the Southeast 1/4                                               
of the Southwest 1/4 of Section 30,                                             
all in Township 27 North, Range 8                                               
West, Kalkaska Township, Kalkaska                                               
County, Michigan. . . . . . . . . . .                2 3/8-inch        .78      

Commencing at Finders #3-25 Meter                                               
Run and running generally                                                       
Northeasterly to Finders #4-25                                                  
Johnson-State to Manistee Well                                                  
Lateral, all in the Southeast 1/4                                               
of the Southeast 1/4 of the                                                     
Southeast 1/4 of Section 24,                                                    
Township 22 North, Range 17 West,                                               
Manistee Township, Manistee                                                     
County, Michigan. . . . . . . . . . .                2 3/8-inch        .02      

Commencing at Federal Oil Company                                               
#1-8 Deel, et al., Well, and running                                            
generally Northerly to Michigan                                                 
Consolidated Gas Company's 16" Blair                                            
Loop Pipeline Extension, all in the                                             
Northeast 1/4 of the Southwest 1/4                                              
of Section 8, Township 23 North,                                                
Range 14 West, Maple Grove Township,                                            
Manistee County, Michigan . . . . . .                2 3/8-inch        .15      

Commencing at Finders #7-19A                                                    
State Maple Grove Well in the                                                   
Northeast 1/4 of the Southeast                                                  
1/4 of Section 19, and running                                                  
generally Easterly to Michigan                                                  
Consolidated Gas Company's 3 1/2"                                               
Pipeline in the West 1/2 of the                                                 
Southwest 1/4 of Section 20,                                                    
all in Township 23 North,                                                       
Range 14 West, Maple Grove                                                      
Township, Manistee County,                                                      
Michigan. . . . . . . . . . . . . . .                2 3/8-inch        .30      

Commencing at Terra Energy #11-29                                               
Watson Well and running Northerly to                                            
Michigan Consolidated Gas Company's                                             
16" Blair Loop Pipeline, all being in                                           
the Southeast 1/4 of the Southeast 1/4                                          
of Section 29, Township 23 North,                                               
Range 15 West, Bear Lake Township,                                              
Manistee County, Michigan . . . . . .                2 3/8-inch        .12      

Commencing at Muskegon Development                                              
Traverse Lakes Central Production                                               
Facility in the Northeast 1/4 of                                                
the Southeast 1/4 of Section 24 and                                             
running Southerly to a point on the                                             
existing Consumers Energy Company's                                             
6 5/8" Charlton "24" Field Lateral                                              
in the Southeast 1/4 of the Southeast                                           
1/4 of Section 24, all in Township 30                                           
North, Range 1 West, Charlton Township,                                         
Otsego County, Michigan . . . . . . .                2 3/8-inch        .34      

Commencing at Muskegon Development                                              
Ginsel Lake Central Production Facility                                         
in the Northeast 1/4 of the Southeast                                           
1/4 of Section 14, and running Northerly                                        
to Shell Oil Company's 8" Pipeline in the                                       
Southeast 1/4 of the Northeast 1/4 of                                           
Section 14, all in Township 30 North,                                           
Range 2 West, Chester Township, Otsego                                          
County, Michigan. . . . . . . . . . .                2 3/8-inch        .31      

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                                                        LENGTH
                                               SIZE       IN MILES

Commencing at Muskegon Development                                              
Lower Chub Lake Central Production                                              
Facility in the Southwest 1/4 of                                                
the Southeast 1/4 of Section 18 and                                             
running Northwesterly to Michigan                                               
Consolidated Gas Company's 20"                                                  
Kalkaska Tie Line in the North 1/2 of                                           
the Northwest 1/4 of Section 18, all                                            
in Township 29 North, Range 2 West,                                             
Chester Township, Otsego County,                                                
Michigan. . . . . . . . . . . . . . .                2 3/8-inch        1.0      

Commencing at Muskegon Development Hayes                                        
"15" Central Production Facility in the                                         
Southwest 1/4 of the Southeast 1/4 of                                           
Section 15 and running Southeasterly to                                         
a point on Michigan Consolidated Gas                                            
Company's 20" Kalkaska Tie Line in the                                          
Southeast 1/4 of the Southeast 1/4 of                                           
Section 15, all in Township 29 North,                                           
Range 4 West, Hayes Township, Otsego                                            
County, Michigan. . . . . . . . . . .                2 3/8-inch        .2       

Commencing at Antrim Development                                                
Dodge Lake Central Production                                                   
Facility and running Northwesterly                                              
to a point on Michigan Consolidated                                             
Gas Company's 20" Kalkaska Tie Line,                                            
all in the Southeast 1/4 of the                                                 
Northeast 1/4 of Section 18, Township                                           
29 North, Range 3 West, Otsego Lake                                             
Township, Otsego County, Michigan . .                2 3/8-inch        .09      

Commencing at Traverse #1-10 Gembis                                             
-McDonald Well in the Southeast 1/4                                             
of the Northwest 1/4 of Section 10                                              
and running Southerly and Easterly                                              
through Sections 10, 14 and 15 to a                                             
point on the existing 4 1/2" Consumers                                          
Energy Company's Field Lateral in the                                           
Northwest 1/4 of the Northwest 1/4 of                                           
Section 14, all in Township 26 North,                                           
Range 10 West, East Bay Township, Grand                                         
Traverse County, Michigan . . . . . .                4 1/2-inch        1.69     

Commencing at Amoco-Nomeco #3A-31 State                                         
Union "V" Well in the Northwest 1/4 of                                          
the Northeast 1/4 of Section 31 and                                             
running Southerly and Westerly to a                                             
point on the existing 4" Michigan                                               
Consolidated Gas Company's Union "31"                                           
Pipeline in the Northeast 1/4 of the                                            
Southwest 1/4 of said Section 31, all                                           
in Township 26 North, Range 9 West,                                             
Union Township, Grand Traverse County,                                          
Michigan. . . . . . . . . . . . . . .                4 1/2-inch        .97      

Commencing at Amoco #1-20 State                                                 
-Whitewater "J" Well in the Southwest                                           
1/4 of the Southwest 1/4 of Section 20                                          
and running Southerly to a point on the                                         
existing Consumers Energy Company's                                             
Whitewater "32" Field Lateral in the                                            
Northwest 1/4 of the Northwest 1/4 of                                           
Section 32, all in Township 27 North,                                           
Range 9 West, Whitewater Township,                                              
Grand Traverse County, Michigan . . .                4 1/2-inch        1.48     

Commencing at Miller Brothers, Nomeco                                           
Tribal #2-24 State, Cleon Well in the                                           
Northeast 1/4 of the Northeast 1/4 of                                           
Section 24 and running Northerly to an                                          
existing 8" Shell Pipeline in the                                               
Southeast 1/4 of the Northeast 1/4 of                                           
Section 13, all in Township 24 North,                                           
Range 13 West, Cleon Township, Manistee                                         
County, Michigan. . . . . . . . . . .                4 1/2-inch        .87      

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                                                            LENGTH
                                                  SIZE        IN MILES

Commencing at Total #2-30B Gustafson                                            
Well in the Northwest 1/4 of the                                                
Southwest 1/4 of Section 30 and                                                 
running Northerly to Consumers Energy                                           
Company's 4 1/2" Maple Grove "30"                                               
Field Lateral in the Southwest 1/4                                              
of the Northwest 1/4 of Section 30,                                             
all in Township 23 North, Range 14                                              
West, Maple Grove Township,                                                     
Manistee County, Michigan . . . . . .                4 1/2-inch        .06      

Commencing at Petrostar Manistee "36"                                           
Facility and running Southeasterly to                                           
Michigan Consolidated Gas Company's 6"                                          
Manistee "30" Pipeline Extension III,                                           
all located in the Southwest 1/4 of the                                         
Northeast 1/4 of Section 36, Township 22                                        
North, Range 17 West, Manistee Township,                                        
Manistee County, Michigan . . . . . .                4 1/2-inch        .08      

Commencing at Northern Michigan                                                 
Petroleum #1-3 Randall-Thompson Well                                            
in the Northwest 1/4 of the Northwest                                           
1/4 of Section 3 and running Easterly                                           
to Consumers Energy Company's Traverse                                          
#1-2 Myers-Olsen Well Lateral in the                                            
Northwest 1/4 of the Northwest 1/4 of                                           
Section 2, all in Township 23 North,                                            
Range 15 West, Bear Lake Township,                                              
Manistee County, Michigan . . . . . .                4 1/2-inch        1.22     

Commencing at Muskegon Development                                              
Central Production Facility in the                                              
Northeast 1/4 of the Southwest 1/4                                              
of Section 18, Township 29 North,                                               
Range 1 West, Charlton Township and                                             
running Northwesterly to a point in                                             
the Northeast 1/4 of Section 13,                                                
Township 29 North Range 2 West,                                                 
Chester Township; thence Easterly to                                            
Consumers Energy Company's 4 1/2"                                               
Charlton "18" Pipeline in the West                                              
1/4 of the Northwest 1/4 of Section                                             
18, Township 29 North, Range 1 West,                                            
Charlton Township, all in Otsego                                                
County, Michigan. . . . . . . . . . .                4 1/2-inch        .60      

Commencing at Miller Brothers                                                   
#2-6A State Charlton Well in the                                                
Northwest 1/4 of the Northwest 1/4                                              
of Section 6, Township 29 North,                                                
Range 1 West, Charlton Township,                                                
running Westerly to Consumers                                                   
Energy Company's Chester "1" Field                                              
Lateral in the Northeast 1/4 of the                                             
Northeast 1/4 of Section 1, Township                                            
29 North, Range 2 West, Chester                                                 
Township, all in Otsego County,                                                 
Michigan. . . . . . . . . . . . . . .                4 1/2-inch        .10      

Commencing at Miller Brothers Charlton                                          
"18" Gas Sweetening Facility in the                                             
Northwest corner of Section 18, Township                                        
29 North, Range 1 West, Charlton Township,                                      
and running Northerly to Consumers Energy                                       
Company's 4 1/2" Chester "1" Field Lateral                                      
in the Northeast 1/4 of the Northeast 1/4                                       
of Section 1, Township 29 North, Range 2                                        
West, Chester Township, all in Otsego                                           
County, Michigan. . . . . . . . . . .                4 1/2-inch        2.05     

Commencing at Muskegon Development Bass                                         
Lake Central Production Facility in the                                         
Northeast 1/4 of the Southeast 1/4 of                                           
Section 3, Township 29 North, Range 2 West,                                     
Chester Township, Otsego County, running                                        
generally Northerly to a point on the                                           
existing Consumers Energy Company's Chester                                     
"34" Field Lateral in the Southeast 1/4 of                                      
the Southeast 1/4 of Section 34, Township                                       
30 North, Range 2 West, Chester Township,                                       
Otsego County, Michigan . . . . . . .                4 1/2-inch        1.0      

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                                                            LENGTH
                                                    SIZE      IN MILES

Commencing at a point on the existing                                           
Muskegon Development Pipeline in the                                            
Northeast 1/4 of the Southwest 1/4 of                                           
Section 20 and running Easterly and                                             
Southerly through Sections 20, 21 and                                           
22 to a point on the existing Michigan                                          
Consolidated Gas Company's Dover "27"                                           
Pipeline Extension, all in Township 31                                          
North, Range 2 West, Dover Township,                                            
Otsego County, Michigan . . . . . . .                4 1/2-inch       2.2       

Commencing at Mack Oil Central Production                                       
Facility in the Northwest 1/4 of the                                            
Southwest 1/4 of Section 24 and running                                         
Northerly to Michigan Consolidated Gas                                          
Company's 20" Kalkaska Tie Line in the                                          
Northwest 1/4 of the Northwest 1/4 of                                           
Section 24, all in Township 29 North,                                           
Range 4 West, Hayes Township, Otsego                                            
County, Michigan. . . . . . . . . . .                4 1/2-inch       .50       

Commencing at Antrim Development                                                
Central Production Facility in the                                              
Northwest 1/4 of the Northwest 1/4                                              
of Section 10 and running in an                                                 
Easterly and Southerly direction                                                
through Sections 10, 14 and 15 to a                                             
point on the existing Michigan                                                  
Consolidated Gas Company's Kalkaska                                             
Tie Line in the Northwest 1/4 of the                                            
Northwest 1/4 of Section 23, all in                                             
Township 29 North, Range 4 West,                                                
Hayes Township, Otsego County,                                                  
Michigan. . . . . . . . . . . . . . .                4 1/2-inch       2.32      

Commencing at Muskegon Development                                              
Heart Lake Central Production                                                   
Facility in the Northwest 1/4 of the                                            
Northeast 1/4 of Section 28 and running                                         
Northerly and Easterly in Sections 28,                                          
21 and 22 to a point on the existing 6"                                         
Michigan Consolidated Gas Company's                                             
Otsego Lake "34" Pipeline in the South                                          
1/2 of Section 22, all in Township 29                                           
North, Range 3 West, Otsego Lake Township,                                      
Otsego County, Michigan . . . . . . .                4 1/2-inch       1.28      

Commencing at Muskegon Development                                              
East Heart Lake Central Production                                              
Facility in the Northwest 1/4 of                                                
the Southwest 1/4 of Section 26 and                                             
running Southerly; thence Westerly                                              
to a point on the existing 6"                                                   
Michigan Consolidated Gas Company's                                             
Otsego Lake "34" Pipeline in the                                                
Northeast 1/4 of the Southeast 1/4                                              
of Section 27, all in Township 29                                               
North, Range 3 West, Otsego Lake                                                
Township, Otsego County,                                                        
Michigan. . . . . . . . . . . . . . .                4 1/2-inch       .43       

Commencing at Schmude Oil Incorporated                                          
#2-34 Consumers Energy Company Well in                                          
the Southwest 1/4 of the Northwest 1/4                                          
of Section 34 and running Southerly to                                          
Consumers Energy Company's 8 5/8" Lyon                                          
"34" Pipeline in the Southeast 1/4 of                                           
the Southeast 1/4 of Section 33 all in                                          
Township 1 North, Range 7 East, Lyon                                            
Township, Oakland County, Michigan. .                8 5/8-inch       2.1       

(b)   Also all the real property, rights of way, easements, permits,            
privileges and rights for or relating to the construction,          
maintenance or operation of certain transmission lines, the land and
rights for which are owned by the Company, which are either not     
built or are now being constructed, as follows:                     

A complete transmission line right of way commencing at Somoco      
Production Facility in the Southeast 1/4 of the Southeast 1/4       
of the Northwest 1/4 and running Southeasterly to a tap site        
on Consumers Energy Company's existing 26" St. Clair-Macomb         
Junction-Rochester Pipeline in the Northwest 1/4 of the             
Northwest 1/4 of the Southeast 1/4, all in Section 2, Township      
3 North, Range 12 East, Shelby Township, Macomb County,             
Michigan.                                                           

VIII.   

GAS DISTRIBUTION SYSTEMS    

All the gas distribution systems of the Company, constructed or     
otherwise acquired by it and not heretofore described in the Indenture or       
any supplement thereto and not heretofore released from the lien of the         
Indenture, including tunnels, conduits, gas mains and pipes, service            
pipes, fittings, gates, valves, connections, meters and other appliances        
and equipment, and all other property, real or personal, forming a part of      
or appertaining to or used, occupied or enjoyed in connection with such         
distribution systems or any of them or adjacent thereto; together with all      
real property, rights of way, easements, permits, privileges, franchises,       
grants and rights, for or relating to the construction, maintenance or          
operation thereof, through, over, under or upon any private property or         
any public streets or highways within as well as without the corporate          
limits of any municipal corporation, including, in the State of Michigan,       
systems in or near the cities, villages and townships named in the              
following tabulation.  Such gas distribution systems are or may be              
operated by authority of certain state or legislative grants and/or of          
certain local franchises granted by the governing bodies of said cities,        
villages and townships, which grants or franchises include the following:       

WHERE LOCAL FRANCHISE EXISTS,                                                   
CITY, VILLAGE OR TOWNSHIP              ITS EFFECTIVE DATE                   

Allegan County                                                                  
Township of Dorr         . . . . . . .   November  24, 1994      Renewal  
Allegan County                                                                  
City of Holland          . . . . . . .    February 22, 1995      New      
(A portion of Twp)                                                        
Allegan County                                                                  
Township of Martin       . . . . . . .      August 26, 1997      Renewal  
Allegan County                                                                  
Township of Overisel     . . . . . . .       April 16, 1994      New      
Allegan County                                                                  
Township of Salem        . . . . . . .     October 21, 1993      Renewal  
(A portion of Twp)                                                        
Arenac County                                                                   
Township of Arenac       . . . . . . .      August 11, 1993      Renewal  
Arenac County                                                                   
City of Au Gres          . . . . . . .       April 21, 1994      Renewal  
Arenac County                                                                   
Township of Deep River   . . . . . . .    November 18, 1993      Renewal  
Arenac County                                                                   
City of Omer             . . . . . . .       March 24, 1994      Renewal  
Arenac County                                                                   
Village of Sterling      . . . . . . .       March 17, 1994      Renewal  
Arenac County                                                                   
Township of Whitney      . . . . . . .       April 24, 1997      Renewal  
Barry County                                                                    
Township of Baltimore    . . . . . . .       April 28, 1995      New      
Barry County                                                                    
Township of Irving       . . . . . . .      August 25, 1995      New      
Barry County                                                                    
Township of Orangeville  . . . . . . .       March 14, 1997      Renewal  
Barry County                                                                    
Township of Yankee Springs . . . . . .       March 26, 1997      Renewal  
Bay County                                                                      
Township of Beaver       . . . . . . .      August 29, 1997      Renewal  
Bay County                                                                      
Township of Kawkawlin    . . . . . . .   September 29, 1995      Renewal  
Bay County                                                                      
Township of Portsmouth   . . . . . . .         May 19, 1995      Renewal  
Berrien County                                                                  
Township of Watervliet   . . . . . . .   September 23, 1993      New      
Branch County                                                                   
Township of Matteson     . . . . . . .   September 15, 1995      Renewal  
Branch County                                                                   
Township of Sherwood     . . . . . . .     October 20, 1995      Renewal  
Branch County                                                                   
Village of Sherwood      . . . . . . .     October 13, 1995      Renewal  
Branch County                                                                   
Township of Union        . . . . . . .     October 21, 1994      New      
(A portion of Twp)                                                        
Calhoun County                                                                  
Township of Athens       . . . . . . .      October 1, 1995      Renewal  
(A portion of Twp)                                                        
Calhoun County                                                                  
Village of Athens        . . . . . . .   September 17, 1995      Renewal  
Calhoun County                                                                  
Township of Convis       . . . . . . .   September 25, 1993      Renewal  

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WHERE LOCAL FRANCHISE EXISTS,                                                   
CITY, VILLAGE OR TOWNSHIP                 ITS EFFECTIVE DATE                

Calhoun County                                                                  
Township of Emmett       . . . . . . .         May 22, 1994      Renewal  
(A portion of Twp)                                                        
Calhoun County                                                                  
Township of Lee          . . . . . . .         May 26, 1997      New      
(A portion of Twp)                                                        
Calhoun County                                                                  
Township of Leroy        . . . . . . .         May 21, 1995      New      
Cass County                                                                     
Township of Marcellus    . . . . . . .       March 25, 1994      Renewal  
Cass County                                                                     
Village of Marcellus     . . . . . . .      October 8, 1993      Renewal  
Clinton County                                                                  
Township of Bengal       . . . . . . .     October 25, 1993      Renewal  
Clinton County                                                                  
Township of Dallas       . . . . . . .    November 15, 1993      Renewal  
Clinton County                                                                  
Township of DeWitt       . . . . . . .      October 3, 1995      Renewal  
Clinton County                                                                  
Township of Eagle        . . . . . . .    February 12, 1997      Renewal  
Clinton County                                                                  
Village of Elsie         . . . . . . .        March 4, 1995      Renewal  
Clinton County                                                                  
Village of Fowler        . . . . . . .     October 25, 1993      Renewal  
Clinton County                                                                  
Township of Greenbush    . . . . . . .    February 11, 1996      New      
Clinton County                                                                  
Village of Ovid          . . . . . . .      August 11, 1993      Renewal  
Clinton County                                                                  
Township of Westphalia   . . . . . . .     October 27, 1993      Renewal  
Clinton County                                                                  
Village of Westphalia    . . . . . . .    December 20, 1993      Renewal  
Eaton County                                                                    
Township of Carmel       . . . . . . .      August 30, 1995      Renewal  
Eaton County                                                                    
Township of Hamlin       . . . . . . .       April 22, 1996      Renewal  
Eaton County                                                                    
Township of Walton       . . . . . . .      August 16, 1995      Renewal  
Genesee County                                                                  
Township of Argentine    . . . . . . .    February 27, 1994      Renewal  
Genesee County                                                                  
Township of Flint        . . . . . . .        April 1, 1996      Renewal  
Genesee County                                                                  
Township of Forest       . . . . . . .   September 23, 1993      Renewal  
Genesee County                                                                  
Village of Gaines        . . . . . . .     January 28, 1994      Renewal  
Genesee County                                                                  
Township of Genesee      . . . . . . .       March 27, 1996      Renewal  
Genesee County                                                                  
Village of Goodrich      . . . . . . .        July 31, 1995      Renewal  
Genesee County                                                                  
Township of Mount Morris . . . . . . .     January 12, 1996      Renewal  
Genesee County                                                                  
Village of Otisville     . . . . . . .    December 17, 1993      Renewal  
Genesee County                                                                  
City of Swartz Creek     . . . . . . .     October 14, 1996      Renewal  
Gladwin County                                                                  
City of Gladwin          . . . . . . .   September 23, 1993      Renewal  
Gladwin County                                                                  
Township of Sage         . . . . . . .    November 18, 1993      New      
Gratiot County                                                                  
Township of Arcada       . . . . . . .       March 18, 1994      Renewal  
Gratiot County                                                                  
Village of Ashley        . . . . . . .    November 12, 1993      Renewal  
Gratiot County                                                                  
Township of Bethany      . . . . . . .       March 22, 1994      Renewal  
Gratiot County                                                                  
Township of Elba         . . . . . . .     October 19, 1993      Renewal  
Gratiot County                                                                  
Township of Emerson      . . . . . . .    February 25, 1994      Renewal  
Gratiot County                                                                  
Township of New Haven    . . . . . . .     October 20, 1995      Renewal  
Gratiot County                                                                  
Township of North Star   . . . . . . .   September 24, 1993      Renewal  
Gratiot County                                                                  
Township of Sumner       . . . . . . .        July 11, 1997      Renewal  
Gratiot County                                                                  
Township of Washington   . . . . . . .   September 21, 1993      Renewal  
Gratiot County                                                                  
Township of Wheeler      . . . . . . .    February 18, 1994      Renewal  
Hillsdale County                                                                
Township of Somerset     . . . . . . .      August 29, 1997      Renewal  

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WHERE LOCAL FRANCHISE EXISTS,                                                   
CITY, VILLAGE OR TOWNSHIP                 ITS EFFECTIVE DATE                

Huron County                                                                    
City of Bad Axe          . . . . . . .    November 20, 1993      Renewal  
Huron County                                                                    
Township of Bingham      . . . . . . .   September 18, 1993      Renewal  
Huron County                                                                    
Township of Caseville    . . . . . . .       April 19, 1995      Renewal  
Huron County                                                                    
Village of Caseville     . . . . . . .        June 22, 1994      Renewal  
Huron County                                                                    
Township of Colfax       . . . . . . .   September 23, 1993      Renewal  
Huron County                                                                    
Township of Dwight       . . . . . . .       March 15, 1995      Renewal  
Huron County                                                                    
Township of Fair Haven   . . . . . . .      August 16, 1995      Renewal  
Huron County                                                                    
City of Harbor Beach     . . . . . . .   September 24, 1993      Renewal  
Huron County                                                                    
Township of Hume         . . . . . . .    February 25, 1995      Renewal  
Huron County                                                                    
Village of Kinde         . . . . . . .    December 23, 1994      Renewal  
Huron County                                                                    
Township of Lake         . . . . . . .       March 29, 1995      Renewal  
Huron County                                                                    
Township of Lincoln      . . . . . . .       March 16, 1995      Renewal  
Huron County                                                                    
Township of Mc Kinley    . . . . . . .    December 21, 1994      Renewal  
Huron County                                                                    
Township of Meade        . . . . . . .    February 28, 1995      Renewal  
Huron County                                                                    
Township of Oliver       . . . . . . .     February 9, 1994      Renewal  
Huron County                                                                    
Village of Owendale      . . . . . . .     October 19, 1993      Renewal  
Huron County                                                                    
Village of Pigeon        . . . . . . .      January 2, 1994      Renewal  
Huron County                                                                    
Township of Port Austin  . . . . . . .     January 26, 1995      Renewal  
Huron County                                                                    
Village of Port Austin   . . . . . . .     October 18, 1994      Renewal  
Huron County                                                                    
Township of Sand Beach   . . . . . . .     October 29, 1993      Renewal  
Huron County                                                                    
Township of Sheridan     . . . . . . .    November 12, 1993      Renewal  
Huron County                                                                    
Township of Sherman      . . . . . . .       March 24, 1995      Renewal  
Huron County                                                                    
Township of Sigel        . . . . . . .     November 9, 1993      Renewal  
Huron County                                                                    
Village of Ubly          . . . . . . .    November 15, 1993      Renewal  
Huron County                                                                    
Township of Verona       . . . . . . .    November 18, 1993      Renewal  
Huron County                                                                    
Township of Winsor       . . . . . . .        July 21, 1993      Renewal  
Ingham County                                                                   
Village of Dansville     . . . . . . .   September 28, 1995      Renewal  
Ingham County                                                                   
Township of Ingham       . . . . . . .    September 1, 1995      Renewal  
Ingham County                                                                   
Township of Lansing      . . . . . . .        March 9, 1996      Renewal  
Ingham County                                                                   
Township of Wheatfield   . . . . . . .        July 22, 1993      Renewal  
Ionia County                                                                    
Township of Campbell     . . . . . . .    November 12, 1993      New      
Ionia County                                                                    
Township of Keene        . . . . . . .        July 20, 1993      New      
Ionia County                                                                    
Village of Pewamo        . . . . . . .     October 11, 1993      Renewal  
Isabella County                                                                 
Township of Rolland      . . . . . . .    February 23, 1995      Renewal  
Isabella County                                                                 
Township of Sherman      . . . . . . .         May 16, 1994      New      
Jackson County                                                                  
Township of Henrietta    . . . . . . .       March 22, 1995      Renewal  
Jackson County                                                                  
Township of Liberty      . . . . . . .       April 29, 1995      Renewal  
Jackson County                                                                  
Township of Rives        . . . . . . .      August 16, 1995      Renewal  
Jackson County                                                                  
Township of Tompkins     . . . . . . .       April 15, 1994      New      
Jackson County                                                                  
Township of Waterloo     . . . . . . .   September 28, 1994      Renewal  
Kalamazoo County                                                                
Township of Alamo        . . . . . . .   September 21, 1994      Renewal  

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WHERE LOCAL FRANCHISE EXISTS,                                                   
CITY, VILLAGE OR TOWNSHIP                 ITS EFFECTIVE DATE                

Kalkaska County                                                                 
Township of Bear Lake    . . . . . . .    November 23, 1995      New      
Kalkaska County                                                                 
Township of Cold Springs . . . . . . .         May 18, 1995      Renewal  
Kalkaska County                                                                 
Township of Excelsior    . . . . . . .        July 15, 1993      New      
Kalkaska County                                                                 
Township of Kalkaska     . . . . . . .   September 21, 1995      New      
(A portion of Twp)                                                        
Kent County                                                                     
Township of Bowne        . . . . . . .    February 29, 1996      Renewal  
Kent County                                                                     
Township of Byron        . . . . . . .    February 19, 1997      New      
(A portion of Twp)                                                        
Kent County                                                                     
Township of Caledonia    . . . . . . .    September 1, 1993      Renewal  
Kent County                                                                     
Township of Cascade      . . . . . . .      August 31, 1994      New      
(A portion of Twp)                                                        
Lapeer County                                                                   
Township of Burnside     . . . . . . .   September 26, 1994      New      
Lapeer County                                                                   
Village of Columbiaville . . . . . . .     January 13, 1994      Renewal  
Lapeer County                                                                   
Township of Marathon     . . . . . . .   September 30, 1993      Renewal  
Lenawee County                                                                  
Village of Britton       . . . . . . .      October 1, 1993      Renewal  
Lenawee County                                                                  
Township of Franklin     . . . . . . .       April 20, 1995      Renewal  
Lenawee County                                                                  
Township of Ridgeway     . . . . . . .     October 15, 1993      Renewal  
Livingston County                                                               
City of Brighton         . . . . . . .     January 21, 1994      Renewal  
Livingston County                                                               
Township of Cohoctah     . . . . . . .    February 22, 1996      Renewal  
Livingston County                                                               
Township of Conway       . . . . . . .       August 8, 1995      New      
Livingston County                                                               
Township of Deerfield    . . . . . . .       March 23, 1996      Renewal  
Livingston County                                                               
Township of Hamburg      . . . . . . .     October 20, 1993      Renewal  
Livingston County                                                               
Township of Hartland     . . . . . . .       March 30, 1995      Renewal  
Livingston County                                                               
Township of Marion       . . . . . . .       April 20, 1995      Renewal  
Livingston County                                                               
Township of Oceola       . . . . . . .    December 28, 1995      Renewal  
Livingston County                                                               
Village of Pinckney      . . . . . . .     October 21, 1993      Renewal  
Livingston County                                                               
Township of Putnam       . . . . . . .     October 28, 1993      Renewal  
Macomb County                                                                   
Township of Washington   . . . . . . .      August 21, 1997      New      
Macomb County                                                                   
Township of Washington   . . . . . . .   September 28, 1995      New      
(A portion of Twp)                                                        
Mecosta County                                                                  
Township of Austin       . . . . . . .        April 5, 1995      Renewal  
(A portion of Twp)                                                        
Mecosta County                                                                  
Village of Mecosta       . . . . . . .        June 16, 1995      Renewal  
Mecosta County                                                                  
Township of Millbrook    . . . . . . .        June 16, 1995               
Mecosta County                                                                  
Township of Morton       . . . . . . .       April 21, 1995      Renewal  
Mecosta County                                                                  
Township of Sheridan     . . . . . . .        June 16, 1995      Renewal  
(A portion of Twp)                                                        
Mecosta County                                                                  
Township of Wheatland    . . . . . . .      August 25, 1993      Renewal  
Midland County                                                                  
Township of Ingersoll    . . . . . . .     October 25, 1993      Renewal  
Midland County                                                                  
Township of Jerome       . . . . . . .     October 25, 1993      Renewal  
Midland County                                                                  
Township of Lee          . . . . . . .     January 20, 1994      Renewal  
Midland County                                                                  
Township of Lincoln      . . . . . . .     January 20, 1994      Renewal  
Midland County                                                                  
Village of Sanford       . . . . . . .   September 22, 1994      Renewal  

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WHERE LOCAL FRANCHISE EXISTS,                                                   
CITY, VILLAGE OR TOWNSHIP                 ITS EFFECTIVE DATE                

Monroe County                                                                   
Township of Whiteford    . . . . . . .      January 1, 1994      Renewal  
(A portion of Twp)                                                        
Montcalm County                                                                 
Township of Bushnell     . . . . . . .         May 18, 1995      New      
Montcalm County                                                                 
Township of Fairplains   . . . . . . .       March 15, 1995      New      
Montcalm County                                                                 
Township of Ferris       . . . . . . .     October 17, 1995      Renewal  
Montcalm County                                                                 
Village of Mc Bride      . . . . . . .      August 25, 1993      Renewal  
Montcalm County                                                                 
Township of Sidney       . . . . . . .       March 10, 1996      Renewal  
Oakland County                                                                  
City of Lake Angelus     . . . . . . .       March 21, 1995      Renewal  
Oakland County                                                                  
Village of Ortonville    . . . . . . .      August 17, 1993      Renewal  
Osceola County                                                                  
Township of Marion       . . . . . . .       April 16, 1995      New      
Osceola County                                                                  
Township of Middle Branch. . . . . . .        July 22, 1993      New      
Ottawa County                                                                   
Township of Jamestown    . . . . . . .        April 2, 1997      New      
(A portion of Twp)                                                        
Saginaw County                                                                  
Township of Albee        . . . . . . .       March 11, 1996      Renewal  
Saginaw County                                                                  
Township of Birch Run    . . . . . . .     January 18, 1996      Renewal  
Saginaw County                                                                  
Township of Brady        . . . . . . .    December 11, 1995      Renewal  
Saginaw County                                                                  
Township of Fremont      . . . . . . .        June 20, 1995      New      
Saginaw County                                                                  
Township of Spaulding    . . . . . . .     December 2, 1995      Renewal  
Saginaw County                                                                  
Township of Taymouth     . . . . . . .     February 6, 1995      Renewal  
Saginaw County                                                                  
Township of Tittabawassee. . . . . . .      August 15, 1993      Renewal  
Saint Joseph County                                                             
Township of Leonidas     . . . . . . .   September 28, 1995      Renewal  
Saint Joseph County                                                             
Township of Mendon       . . . . . . .      August 17, 1995      Renewal  
Saint Joseph County                                                             
Village of Mendon        . . . . . . .     October 28, 1995      Renewal  
Saint Joseph County                                                             
Township of Nottawa      . . . . . . .    February 29, 1997      New      
(A portion of Twp)                                                        
Sanilac County                                                                  
Township of Delaware     . . . . . . .      March 24, 1995       Renewal  
Sanilac County                                                                  
Township of Minden       . . . . . . .    February 10, 1995      Renewal  
Sanilac County                                                                  
Village of Minden City   . . . . . . .        July 22, 1994      Renewal  
Shiawassee County                                                               
Township of Bennington   . . . . . . .    December 23, 1995      Renewal  
Shiawassee County                                                               
Township of Burns        . . . . . . .     October 9, 1993       Renewal  
Shiawassee County                                                               
Village of Byron         . . . . . . .    November 14, 1993      Renewal  
Shiawassee County                                                               
Township of New Haven    . . . . . . .       April 13, 1996      Renewal  
Shiawassee County                                                               
Township of Rush         . . . . . . .        July 17, 1993      Renewal  
Shiawassee County                                                               
Township of Venice       . . . . . . .      October 9, 1993      Renewal  
Shiawassee County                                                               
Village of Vernon        . . . . . . .    February 26, 1994      Renewal  
Tuscola County                                                                  
Township of Almer        . . . . . . .    February 17, 1994      Renewal  
Tuscola County                                                                  
Township of Arbela       . . . . . . .    February 22, 1996      Renewal  
Tuscola County                                                                  
Township of Ellington    . . . . . . .        March 7, 1996      New      
(A portion of Twp)                                                        
Tuscola County                                                                  
Township of Elmwood      . . . . . . .     January 27, 1994      Renewal  
Tuscola County                                                                  
Township of Fremont      . . . . . . .      August 20, 1993      Renewal  
Tuscola County                                                                  
Village of Gagetown      . . . . . . .     October 14, 1993               
Tuscola County                                                                  
Township of Gilford      . . . . . . .       August 5, 1993      New      

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WHERE LOCAL FRANCHISE EXISTS,                                                   
CITY, VILLAGE OR TOWNSHIP                 ITS EFFECTIVE DATE                

Van Buren County                                                                
Village of Breedsville   . . . . . . .       April 22, 1997      Renewal  
Van Buren County                                                                
Township of Columbia     . . . . . . .          May 1, 1997      Renewal  
Van Buren County                                                                
Township of Hamilton     . . . . . . .     November 9, 1994      Renewal  
Washtenaw County                                                                
Township of Bridgewater  . . . . . . .         May 26, 1995      Renewal  
Washtenaw County                                                                
Township of Lima         . . . . . . .    December 15, 1995      New      
Washtenaw County                                                                
Township of Saline       . . . . . . .     October 19, 1995      New      
Washtenaw County                                                                
Township of Superior     . . . . . . .     October 29, 1996      New      
Washtenaw County                                                                
Township of Webster      . . . . . . .         May 26, 1994      Renewal  
(A portion of Twp)                                                        

IX.   

OFFICE BUILDINGS,   
SERVICE BUILDINGS, GARAGES, ETC.    

All office, garage, service and other buildings of the Company,       
wherever located, in the State of Michigan, constructed or otherwise            
acquired by it and not heretofore described in the Indenture or any             
supplement thereto and not heretofore released from the lien of the             
Indenture, together with the land on which the same are situated and all        
easements, rights of way and appurtenances to said lands, together with         
all furniture and fixtures located in said buildings, including the             
following:                                                                      

Standish Service Center located in the North 1/2 of Section 10,       
Township 18 North, Range 4 East, City of Standish, Arenac             
County, Michigan.                                                     

Marshall Training Center located in the South 1/2 of the              
Northeast 1/4 of Section 35, Township 2 South, Range 6 West,          
Marshall Township, Calhoun County, Michigan.                          

Eaton Rapids Field Office located in the Southeast 1/4 of the         
Southwest 1/4 of Section 36, Township 2 North, Range 3 West,          
Eaton Rapids Township, Eaton County, Michigan.                        

Lansing Credit Union located in the West 1/2 of the                   
Northwest 1/4 of Section 9, Township 4 North, Range 2 West, City      
of Lansing, Ingham County, Michigan.                                  

Zeeland Work Headquarters located in the Southwest 1/4 of the         
Northwest 1/4 of Section 23, Township 5 North, Range 15 West,         
Holland Township, Ottawa County, Michigan.                            

X.    

TELEPHONE PROPERTIES AND    
RADIO COMMUNICATION EQUIPMENT   

All telephone lines, switchboards, systems and equipment of the       
Company, constructed or otherwise acquired by it and not heretofore             
described in the Indenture or any supplement thereto and not heretofore         
released from the line of the Indenture, used or available for use in the       
operation of its properties, and all other property, real or personal,          
forming a part of or appertaining to or used, occupied or enjoyed in            
connection with such telephone properties or any of them or adjacent            
thereto; together with all real estate, rights of way, easements, permits,      
privileges, franchises, property, devices or rights related to the              
dispatch, transmission, reception or reproduction of messages,                  
communications, intelligence, signals, light, vision or sound by                
electricity, wire or otherwise, including all telephone equipment               
installed in buildings used as general and regional offices, substations        
and generating stations and all telephone lines erected on towers and           
poles; and all radio communication equipment of the Company, together with      
all property, real or personal (except any in the Indenture expressly           
excepted), fixed stations, towers, auxiliary radio buildings and                
equipment, and all appurtenances used in connection therewith, wherever         
located, in the State of Michigan.                                              

The real property, rights of way, easements, permits, privileges and  
rights for or relating to the construction, maintenance or operation of         
certain telephone properties and radio communication equipment, the land        
and rights for which are owned by the Company, which are either not built       
or are not being constructed as follows:                                        

Alma Radio Tower Site located West of Alger Road and East of the      
Ann Arbor Railroad right of way in the North 1/2 of the               
Northeast 1/4 of Section 33, Township 12 North, Range 3 West,         
City of Alma, Gratiot County, Michigan.                               

Allen Radio Tower Site located West of Sand Lake Road in the          
East 1/2 of the Southeast 1/4 of Section 36, Township 6 South,        
Range 4 West, Allen Township, Hillsdale County, Michigan.             

Colon Radio Tower Site located South of Spring Creek Road and         
West of Farrand Road in the Northeast 1/4 of the Northwest 1/4        
of Section 15, Township 6 South, Range 9 West, Colon Township,        
St. Joseph County, Michigan.                                          

Bad Axe Radio Tower Site located North of Priemer Road and West       
of Verona Road in the Southeast 1/4 of the Southeast 1/4 of           
Section 12, Township 15 North, Range 13 East, Bingham Township,       
Huron County, Michigan.                                               

Midland Radio Tower Site located East of Jefferson Road and           
North of Saiko Road in the West 1/2 of the Southwest 1/4 of           
Section 3, Township 16 North, Range 2 East, Mills Township,           
Midland County, Michigan.                                             

Dundee Radio Tower Site located on the West side of                   
Dundee-Azalia Road in the Southeast 1/4 of the Southeast 1/4 of       
Section 1, Township 6 South, Range 6 East, Dundee Township,           
Monroe County, Michigan.                                              

Owosso Radio Tower Site located South of Highway M-21 and North       
of Simpson Road in the Northeast 1/4 of the Northwest 1/4 of          
Section 20, Township 7 North, Range 2 East, Owosso Township,          
Shiawassee County, Michigan.                                          

Sharon Valley Radio Tower Site located on the East side of            
Sylvan Road and North or Wingate Road in the Southwest 1/4 of         
the Northwest 1/4 of Section 15, Township 3 South, Range 3 East,      
Sharon Township, Washtenaw County, Michigan.                          

XI.   

OTHER REAL PROPERTY   

All other real property of the Company and all interests therein, of  
every nature and description (except any in the Indenture expressly             
excepted) wherever located, in the State of Michigan, acquired by it and        
not heretofore described in the Indenture or any supplement thereto and         
not heretofore released from the line of the Indenture, including:              

Allegan County    

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Allegan, described as follows:                                 

Lots 9 and 10 in Block 12, Lots 1, 2, 4, 5, 6, 7, 8 and 9             
in Block 16, and Lots 1, 2, 3, 4, 8 and 9 in Block 20, all being      
a part of the South Haven Highlands, a subdivision in Section         
24, Township 1 North, Range 17 West, according to the recorded        
plat thereof, as recorded in Liber 4 of Plats on page 50,             
Allegan County Records.                                               

Lot 12 in Block 20 in the subdivision of South Haven Highlands,       
in Section 24, Township 1 North, Range 17 West, according to the      
recorded plat thereof, as recorded in Liber 4 of Plats on page        
50, Allegan County Records.                                           

Lot 13 in Block 12 in the subdivision of South Haven Highlands,       
in Section 24, Township 1 North, Range 17 West, according to the      
recorded plat thereof, as recorded in Liber 4 of Plats on page        
50, Allegan County Records.                                           

Bay County    

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Bay, described as follows:                                     

The South 660 feet of the Southwest 1/4 of the Northeast 1/4 of       
Section 23, Township 14 North, Range 6 East.                          

The East 1/2 of the Southeast 1/4 of Section 23, Township 14          
North, Range 6 East, excepting therefrom the following described      
parcel of land:  To find the place of beginning of said excepted      
parcel of land, commence at the Southeast corner of said              
section; run thence N 88(DEGREE) 38' 00" W along the South line       
of said section, 661.57 feet to the place of beginning of the         
description of said excepted parcel of land; thence continuing N      
88(DEGREE) 38' 00" W, 342.78 feet; thence N 00(DEGREE) 31' 52"        
E, 1307.33 feet to the South 1/8 line of said section; thence S       
88(DEGREE) 30' 00" E, 338.73 feet; thence S 00(DEGREE) 21' 15"        
W, 1306.61 feet to the place of beginning of said excepted            
parcel of land.                                                       

The East 1/2 of the West 1/2 of the Southwest 1/4 of Section 24,      
Township 14 North, Range 6 East.                                      

Branch County   

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Branch, described as follows:                                  

A parcel of land in the Southeast 1/4 and the South 1/4 of the        
Northeast 1/4 of Section 3, Township 5 South, Range 7 West,           
being more particularly described as follows: Beginning at the        
South 1/4 corner of said Section 3 and running thence N               
00(DEGREE) 35' 26" E, 2664.48 feet along the North and South 1/4      
line to the center of said Section 3; thence continuing along         
said North and South 1/4 line N 00(DEGREE) 35' 26" E, 665.98          
feet to the North line of the South 1/4 of the Northeast 1/4;         
thence along said North line N 88(DEGREE) 42' 35" E, 2634.64          
feet to the East line of said section; thence along said East         
line S 00(DEGREE) 38' 56" W, 665.17 feet to the East 1/4 corner       
of said section; thence continuing along said East line S             
00(DEGREE) 28' 58" W, 1857.56 feet; thence North 66(DEGREE) 05'       
38" W, 396.00 feet; thence parallel with the South line of said       
section S 88(DEGREE) 29' 28" W, 647.00 feet; thence S 01(DEGREE)      
30' 32" E, 701.00 feet; thence parallel with the South line of        
said section S 88(DEGREE) 29' 28" W, 829.00 feet; thence S            
01(DEGREE) 30' 32" E, 266.00 feet to the South line of said           
section and the center line of Hayner Road right of way; thence       
along said South line and said road right of way center line S        
88(DEGREE) 29' 28" W, 833.36 feet to the point of beginning.          

The North 10 acres of the South 1/2 of the Southeast 1/4 of the       
Northeast 1/4 of Section 33, Township 5 South, Range 7 West,          
being more particularly described as follows:  To find the point      
of beginning of this description, commence at the East 1/4            
corner of said Section 33; thence N 00(DEGREE) 13' 38" E, along       
the East line of said section, 328.30 feet to the point of            
beginning of this description; thence continuing N 00(DEGREE)         
13' 38" E, along said East line of said section, 330.57 feet to       
the North line of the South 1/2 of the Southeast 1/4 of the           
Northeast 1/4 of said section; thence N 89(DEGREE) 16' 18" W,         
along said North line, 1317.34 feet to the West line of the           
Southeast 1/4 of the Northeast 1/4 of said section; thence S          
00(DEGREE) 23' 44" W, along said West line, 330.57 feet to the        
South line of the North 10 acres of the South 1/2 of the              
Southeast 1/4 of the Northeast 1/4 of said section; thence S          
89(DEGREE) 16' 18" E, along said South line, 1318.33 feet to the      
point of beginning.                                                   

The South 10 acres of the Southeast 1/4 of the Northeast 1/4 of       
Section 33, Township 5 South, Range 7 West, being more                
particularly described as follows:  Beginning at the East 1/4         
corner of said Section 33; running thence N 89(DEGREE) 18' 13"        
W, along the East and West 1/4 line of said section, 1319.28          
feet to the West line of the Southeast 1/4 of the Northeast 1/4       
of said section; thence N 00(DEGREE) 23' 44" E, along said West       
line of the Southeast 1/4 of the Northeast 1/4 of said section,       
329.03 feet to the North line of the South 10 acres of said           
Southeast 1/4 of the Northeast 1/4 of said section; thence S          
89(DEGREE) 16' 18" E, along said North line of said South 10          
acres of the Southeast 1/4 of the Northeast 1/4 of said section,      
1318.33 feet to a point on the East section line of said              
section; thence S 00(DEGREE) 13' 38" W, along said East section       
line, 328.30 feet to the point of beginning.                          

A strip of land 190 feet in width across the North 1/2 of the         
Southeast 1/4 of the Northeast 1/4 of Section 33, Township 5          
South, Range 7 West, being more particularly described as             
follows:  To find the point of beginning of this description,         
commence at the East 1/4 corner of said Section 33; thence N          
00(DEGREE) 13' 38" E, along the East line of said section,            
658.87 feet to the South line of the North 1/2 of the Southeast       
1/4 of the Northeast 1/4 of said section; thence N 89(DEGREE)         
16' 18" W, along said South line, 1051.07 feet to a point 215         
feet East of the center line of Consumers Energy Company's            
existing Verona Batavia electric transmission line, said point        
being the point of beginning of this description; thence              
continuing N 89(DEGREE) 16' 18" W, along said South line, 190.02      
feet; thence N 00(DEGREE) 07' 27" E, along a line 25 feet East        
of and parallel with the center line of said existing                 
transmission line, 659.58 feet to the North line of the North         
1/2 of the Southeast 1/4 of the Northeast 1/4 of said section;        
thence S 89(DEGREE) 14' 22" E, along said North line, 190.02          
feet; thence S 00(DEGREE) 07' 27" W 659.48 feet to the point of       
beginning.                                                            

A parcel of land in the Northeast 1/4 of Section 21, and in the       
Northwest 1/4 of Section 22, Township 6 South, Range 7 West,          
described as follows:  Commencing at the Northeast corner of          
said Section 21 and running thence N 89(DEGREE) 54' 51" E, 8.39       
feet to a point in the center line of Snow Prairie Road; thence       
along the center line of said Snow Prairie Road S 28(DEGREE) 04'      
51" W, 629.86 feet to the point of beginning of this                  
description; thence S 65(DEGREE) 27' 32" E, 660.15 feet; thence       
S 27(DEGREE) 45' 51" W, 600.00 feet; thence S 89(DEGREE) 30' 51"      
W, 754.00 feet to a point on the center line of Snow Prairie          
Road; thence along said Snow Prairie Road center line N               
28(DEGREE) 04' 51" E, 919.78 feet to the point of beginning.          
Excepting therefrom a parcel of land described as:  Commencing        
at the Northeast corner of said Section 21 and running thence N       
89(DEGREE) 54' 51" E, 8.39 feet to a point in the center line of      
Snow Prairie Road; thence along the center line of said Snow          
Prairie Road S 28(DEGREE) 04' 51" W, 629.86 feet to the point of      
beginning; thence continuing along said road center line, S           
28(DEGREE) 04' 51" W, 207.96 feet; thence S 61(DEGREE) 55' 09"        
E, 200.00 feet; thence N 28(DEGREE) 04' 51" E, 220.31 feet;           
thence N 65(DEGREE) 27' 32" W, 200.06 feet to the point of            
beginning.                                                            

A parcel of land in the Northeast 1/4 of the Northeast 1/4 of         
Section 34, Township 6 South, Range 7 West, described as:             
Commencing at the Northeast corner of said Section 34 and             
running thence S 89(DEGREE) 58' 53" W, 1305.52 feet along the         
North line of said Section 34 to the West line of the Northeast       
1/4 of the Northeast 1/4 of said Section 34; thence along said        
West line S 00(DEGREE) 07' 01" E, 446.35 feet to the place of         
beginning of this description; thence continuing along said West      
line S 00(DEGREE) 07' 01" E, 132.79 feet; thence N 64(DEGREE)         
31' 39" E, 281.71 feet; thence N 20(DEGREE) 05' 33" W, 120.53         
feet; thence S 64(DEGREE) 31' 39" W, 236.14 feet to the place of      
beginning.                                                            

A parcel of land in the Northwest 1/4 of Section 10, Township 7       
South, Range 7 West, described as follows: Commencing at the          
North 1/4 corner of said Section 10 and running thence S              
89(DEGREE) 36' 53" W, 442.72 feet along the North line of said        
Section 10 and the center line of Lockwood Road to the point of       
beginning of this description; thence continuing S 89(DEGREE)         
36' 53" W, 251.26 feet along said North line and said center          
line of Lockwood Road; thence S 01(DEGREE) 24' 39" E, 306.28          
feet; thence N 89(DEGREE) 36' 53" E, 251.26 feet; thence N            
01(DEGREE) 24' 39" W, 306.28 feet to the point of beginning.          

The Southwest 1/4 of the Southwest 1/4, except the East 16 rods       
and except the South 72 rods thereof, of Section 19, Township 7       
South, Range 7 West, said parcel being more particularly              
described as follows:  To find the point of beginning of this         
description, commence at the Southwest corner of said Section         
19; thence N 00(DEGREE) 16' 17" E along the West line of said         
section, 1188.00 feet to the point of beginning of this               
description; thence continuing N 00(DEGREE) 16' 17" E, 145.11         
feet to the North line of the Southwest 1/4 of the Southwest 1/4      
of said section; thence S 89(DEGREE) 35' 36" E along said North       
line, 1213.75 feet; thence S 00(DEGREE) 21' 29" W, 143.50 feet;       
thence N 89(DEGREE) 40' 10" W, 1213.53 feet to the point of           
beginning.                                                            

The Northeast 1/4 of the Northwest 1/4 of Section 28, Township 7      
South, Range 8 West, more particularly described as follows:          
Commence at the North 1/4 corner of said Section 28; thence           
along the North and South 1/4 line of said Section 28, S              
00(DEGREE) 33' 39" W, 1321.29 feet to the South line of the           
Northeast 1/4 of the Northwest 1/4 of said Section 28; thence         
along said South line N 89(DEGREE) 37' 27" W, 1309.33 feet to         
the West line of said Northeast 1/4 of the Northwest 1/4; thence      
along said West line N 00(DEGREE) 34' 14" E, 1323.64 feet to the      
North line of said Section 28 and the center line of Carpenter        
Road right of way; thence along said North section line and road      
right of way center line S 89(DEGREE) 31' 18" E, 1309.10 feet to      
the place of beginning.                                               

A parcel of land in the North 1/2 of the Northwest 1/4                
of Section 33, Township 7 South, Range 8 West, more particularly      
described as follows:  To find the place of beginning, commence       
at the Northwest corner of said Section 33; thence S 89(DEGREE)       
38' 48" E, 33.00 feet along the North line of said Section 33         
and the center line of Douglas Road to the place of beginning of      
this description; thence continuing S 89(DEGREE) 38' 48" E,           
82.00 feet along said North line and said center line of Douglas      
Road; thence S 00(DEGREE) 07' 14" W, 659.89 feet; thence N            
89(DEGREE) 35' 48" W, 82.00 feet; thence N 00(DEGREE) 07' 14" E,      
659.79 feet to the place of beginning.                                

Calhoun County    

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Calhoun, described as follows:                                 

The West 1/2 of the West 1/2 of the Southwest 1/4 of Section 26,      
Township 1 South, Range 7 West, excepting a parcel containing 1-      
1/4 acres described as:  Commencing at the Southeast corner of        
the West 1/2 of the West 1/2 of the Southwest 1/4 of Section 26;      
thence West 15 rods; thence North 13-1/3 rods; thence East 15         
rods; thence South 13-1/3 rods to the place of beginning.  Also       
excepting the North 36 rods of the West 1/2 of the West 1/2 of        
the Southwest 1/4 of Section 26. And also excepting a parcel          
described as beginning at a point 15 rods East of the Southwest       
corner of Section 26; thence North 16 rods; thence East 10 rods;      
thence South 16 rods; thence West 10 rods to the point of             
beginning.  Excepting all oil, gas and other minerals in and          
under the above-described parcel.                                     

The North 70 acres of the East 120 acres of the Northeast 1/4 of      
Section 33, Township 1 South, Range 7 West, more particularly         
described as follows:  Commencing at the Northeast corner of          
said Section 33, the point of beginning of this description;          
thence N 89(DEGREE) 39' 47" W, 1991.65 feet along the center          
line of N Drive North and the North line of said Section 33;          
thence S 00(DEGREE) 27' 57" E, 1544.61 feet; thence S 89(DEGREE)      
31' 08" E, 1996.97 feet to a point on the center line of Nine         
Mile road and the East section line of said Section 33; thence N      
00(DEGREE) 39' 34" W, 1549.71 feet along said center line and         
said East section line to the point of beginning.  Excepting 1/2      
of the oil and gas in and under the land herein described.            

The North 330 feet of the Northeast 1/4 of the Northwest 1/4          
lying East of Bellevue Highway, and the North 330 feet of the         
West 1/2 of the Northwest 1/4 of the Northeast 1/4 of Section         
33, Township 1 South, Range 7 West, more particularly described       
as:  Commencing at the North 1/4 corner of said Section 33, the       
point of beginning of this description; thence N 88(DEGREE) 48'       
08" W, 143.44 feet along the North line of said Section 33 and        
the center line of N Drive North to a point in the center line        
of Bellevue Highway; thence along the center line of said             
Bellevue Highway S 18(DEGREE) 15' 28" W, 345.08 feet; thence S        
88(DEGREE) 48' 08" E, 253.89 feet to a point on the North and         
South 1/4 line of said Section 33; thence S 89(DEGREE) 39' 47"        
E, 668.51 feet to a point on the East line of the West 1/2 of         
the Northwest 1/4 of the Northeast 1/4 of said section; thence        
along said East line N 00(DEGREE) 27' 57" W, 330.03 feet to a         
point on the center line of N Drive North and the North line of       
said Section 33; thence N 89(DEGREE) 39' 47" W, 663.89 feet to        
the point of beginning.  Excepting all oil, gas and mineral           
rights owned by Erasma D. Butchbaker at the time of her death.        

A strip of land across the South 433.62 feet (6 chains 57 links)      
of the Southwest 1/4 of the Northwest 1/4 of Section 28,              
Township 1 South, Range 7 West, and across the North 664.13 feet      
(10 chains 6-1/4 links) of the Northwest 1/4 of the Southwest         
1/4 of said Section 28, and being more particularly described as      
follows:  To find the point of beginning of this description,         
commence at the West 1/4 corner of said Section 28; thence S          
89(DEGREE) 29' 34" E, along the East and West 1/4 line of said        
section, 965.53 feet to the point of beginning of this                
description; thence S 01(DEGREE) 36' 31" W, along the Easterly        
line of existing Consumers Energy Company property, 664.25 feet;      
thence S 89(DEGREE) 29' 34" E, 254.21 feet; thence N 01(DEGREE)       
01' 47" E, 664.15 feet to the East and West 1/4 line of said          
section; thence continuing N 01(DEGREE) 01' 47" E, 433.64 feet;       
thence N 89(DEGREE) 29' 34" W, 243.12 feet to the Easterly line       
of existing Consumers Energy Company property; thence S               
01(DEGREE) 36' 31" W, along said existing Consumers Energy            
Company easterly property line, 433.70 feet to the point of           
beginning. Except any part thereof that may lie Southerly of the      
center of the bed of Battle Creek River.  Excepting all oil, gas      
and other minerals (but not sand, clay or gravel) in and under        
the above described strip of land, but without any right              
whatsoever of surface entry or surface use upon said land in          
connection therewith.                                                 

A parcel of land in the Northwest 1/4 of Section 34, Township 1       
South, Range 7 West, described as follows:  To find the point of      
beginning, commence at the West 1/4 corner of said Section 34;        
thence N 00(DEGREE) 39' 34" W, 1926.90 feet along the West line       
of said Section 34 and the center line of McAllister Road;            
thence N 89(DEGREE) 20' 26" E, 33.00 feet; thence Northeasterly       
a distance of 125.00 feet along the arc of a curve to the right       
having a radius of 539.98 feet and a chord bearing N 05(DEGREE)       
58' 20" E, 124.72 feet, to the point of beginning of this             
description; thence Northeasterly a distance of 130.00 feet           
along the arc of a curve to the right having a radius of 539.98       
feet and a chord bearing N 19(DEGREE) 30' 03" E, 129.69 feet;         
thence S 63(DEGREE) 36' 08" E, 169.56 feet; thence S 18(DEGREE)       
58' 13" W, 88.87 feet; thence N 77(DEGREE) 23' 46" W, 170.39          
feet to the point of beginning.                                       

A parcel of land in the Northwest 1/4 of Section 34, Township 1       
South, Range 7 West, described as follows:  To find the point of      
beginning, commence at the West 1/4 corner of said Section 34;        
thence N 00(DEGREE) 39' 34" W, 1926.90 feet along the West line       
of said Section 34 and the center line of McAllister Road;            
thence N 89(DEGREE) 20' 26" E, 33.00 feet to the point of             
beginning of this description; thence Northeasterly a distance        
of 125.00 feet along the arc of a curve to the right having a         
radius of 539.98 feet and a chord bearing N 05(DEGREE) 58' 20"        
E, 124.72 feet; thence S 77(DEGREE) 23' 46" E, 170.39 feet;           
thence S 18(DEGREE) 58' 13" W, 90.03 feet; thence S 89(DEGREE)        
20' 26" W, 150.00 feet to the point of beginning.                     

The North 3/4 of the West 1/2 of the Northwest 1/4 of Section         
34, Township 1 South, Range 7 West; except the Subdivision of         
Hillcrest Acres; also except all that part of said North 3/4 of       
the West 1/2 of the Northwest 1/4 of said Section 34 lying North      
of the angling portion of McAllister Road (also called Gorsline       
Road); also except a parcel of land described as beginning at         
the Northeast corner of Lot 8 of Hillcrest Acres Subdivision;         
thence East 150 feet; thence South 220 feet; thence West 150          
feet to the Southeast corner of Lot 7 of said Hillcrest Acres;        
thence North 220 feet along the East lines of said Lots 7 and 8       
to the point of beginning; also except a parcel of land               
described as beginning 1926.90 feet North of and 33 feet East of      
the West 1/4 corner of said Section 34; thence Northeasterly          
along the Southeasterly right of way line of McAllister Road          
(Gorsline) 255 feet; thence S 62(DEGREE) 56' 44" E, 169.56 feet;      
thence S 19(DEGREE) 37' 47" W, 178.90 feet; thence West 150 feet      
to the place of beginning.                                            

A parcel of land in the Southeast 1/4 of Section 2, Township 2        
South, Range 7 West, more particularly described as:  Commencing      
at the South 1/4 corner of said Section 2, the point of               
beginning of this description; thence N 89(DEGREE) 19' 18" E,         
385.68 feet along the South line of said Section 2; thence N          
00(DEGREE) 27' 23" W, 591.48 feet; thence S 84(DEGREE) 32' 37"        
W, 243.00 feet; thence S 89(DEGREE) 32' 37" W, 143.60 feet to a       
point on the North and South 1/4 line of said Section 2; thence       
S 00(DEGREE) 27' 23" E, 571.80 feet along said North and South        
1/4 line to the point of beginning.                                   

A part of the Southwest 1/4 of and part of the Southeast 1/4 of       
Section 2, Township 2 South, Range 7 West, described as:              
Commencing at the South 1/4 corner of said Section 2 and running      
thence N 00(DEGREE) 27' 23" W, 571.80 feet along the North and        
South 1/4 line to the place of beginning of this description;         
thence N 89(DEGREE) 32' 37" E, 143.60 feet; thence N 00(DEGREE)       
27' 23" W, 1328.33 feet to the center line of Verona Road;            
thence along said center line N 60(DEGREE) 40' 56" W, 338.26          
feet; thence S 00(DEGREE) 27' 23" E, 1496.31 feet; thence N           
89(DEGREE) 32' 37" E, 150.00 feet to the place of beginning.          

The Easterly 230 feet of that part of the Northeast 1/4 of the        
Southwest 1/4 of Section 2, Township 2 South, Range 7 West,           
lying North of the center line of Verona Road, being more             
particularly described as:  Commencing at the East 1/4 corner of      
said Section 2 and running thence S 89(DEGREE) 42' 17" W,             
2652.11 feet along the East and West 1/4 line to the center of        
said Section 2 and the point of beginning of this description;        
thence continuing S 89(DEGREE) 42' 17" W, along said East and         
West 1/4 line, 230.00 feet; thence S 00(DEGREE) 27' 23" E,            
553.07 feet to the center line of Verona Road; thence along said      
center line S 60(DEGREE) 40' 56" E, 264.98 feet to the North and      
South 1/4 line of said Section; thence along said North and           
South 1/4 line N 00(DEGREE) 27' 23" W, 684.02 feet to the point       
of beginning.                                                         

A part of the North 3/4 of the West 1/8 of the Northeast 1/4 of       
Section 11, Township 2 South, Range 7 West, said parcel being         
more particularly described as follows: Commencing at the North       
1/4 corner of said Section 11 and running thence S 00(DEGREE)         
37' 01" E, 792.00 feet along the North and South 1/4 line of          
said Section 11 to the point of beginning of this description;        
thence continuing along said North and South 1/4 line S               
00(DEGREE) 37' 01" E, 792.00 feet; thence N 89(DEGREE) 22' 59"        
E, 110.00 feet; thence S 00(DEGREE) 37' 01" E, 402.42 feet            
parallel with said North and South 1/4 line to the center line        
of "I" Drive North road right of way; thence along said road          
right of way center line N 89(DEGREE) 37' 21" E, 185.00 feet;         
thence N 00(DEGREE) 37' 01" W, 403.19 feet parallel with said         
North and South 1/4 line; thence S 89(DEGREE) 22' 59" W, 75.00        
feet; thence N 00(DEGREE) 37' 01" W, 792.00 feet parallel with        
said North and South 1/4 line; thence S 89(DEGREE) 22' 59" W,         
220.00 feet to the point of beginning.  Excepting one-half of         
the minerals in and under the land herein described.                  

A part of the West 1/8 of the North 3/4 of the Northeast 1/4,         
and also the West 5 acres of the East 1/2 of the West 1/2 of the      
North 3/4 of the West 1/2 of the Northeast 1/4, of Section 11,        
Township 2 South, Range 7 West, all of said land being more           
particularly described as follows: Beginning at the North 1/4         
corner of said Section 11; thence S 00(DEGREE) 37' 01" E along        
the North and South 1/4 line of said section, 792.00 feet;            
thence N 89(DEGREE) 22' 59" E, 220.00 feet; thence S 00(DEGREE)       
37' 01" E parallel with said North and South 1/4 line, 792.00         
feet; thence N 89(DEGREE) 22' 59" E, 75.00 feet; thence S             
00(DEGREE) 37' 01" E parallel with said North and South 1/4           
line, 403.19 feet to the center line of the road right of way of      
"I" Drive North; thence N 89(DEGREE) 37' 21" E along said road        
right of way center line, 145.71 feet; thence N 00(DEGREE) 36'        
08" W, 1988.26 feet to the North line of said section; thence S       
89(DEGREE) 19' 18" W along said North section line, 441.24 feet       
to the point of beginning.                                            

A part of the Southwest 1/4 of Section 14 lying Southerly of          
Highway I-94 right of way, and a part of the Southeast 1/4 of         
Section 14 lying Southerly of Highway I-94 right of way, in           
Township 2 South, Range 7 West, described as: Commencing at the       
South 1/4 corner of said section 14, the point of beginning of        
this description; thence S 89(DEGREE) 50' 10" W, 917.73 feet          
along the South line of said Section 14; thence N 00(DEGREE) 18'      
34" W, 2115.12 feet to the Southerly right of way of Highway I-       
94; thence along said Southerly right of way N 69(DEGREE) 14'         
28" E, 974.89 feet to the North and South 1/4 line of said            
Section 14; thence continuing along said Southerly right of way       
N 69(DEGREE) 14' 28" E, 126.21 feet; thence S 00(DEGREE) 14' 17"      
E, 2502.44 feet to the South line of said Section 14; thence S        
89(DEGREE) 50' 10" W, 110.88 feet along said South line to the        
point of beginning.                                                   

All that part of the Westerly 100 acres of that part of Section       
23, Township 2 South, Range 7 West, lying Northerly of the North      
right of way line of the railroad that lies East of a line that       
is 230 feet West of and parallel to the North and South 1/4 line      
of said Section 23, more particularly described as follows:           
Commencing at the Northwest corner of Section 23, Township 2          
South, Range 7 West, and running thence along the North line of       
said Section 23 and the center line of the "F" Drive North right      
of way N 89(DEGREE) 50' 10" E, 2405.09 feet to the point of           
beginning of this description; thence continuing along said           
North line and said center line of the road right of way N            
89(DEGREE) 50' 10" E, 230.00 feet to the North 1/4 corner of          
said Section 23; thence continuing along said North line and          
said center line of the road right of way N 89(DEGREE) 50' 10"        
E, 373.75 feet; thence S 00(DEGREE) 07' 42" W, 2234.70 feet to        
the Northerly right of way of the railroad; thence along said         
railroad right of way N 62(DEGREE) 19' 36" W, 666.02 feet;            
thence parallel to said North and South 1/4 line N 00(DEGREE)         
15' 54" W, 1922.96 feet to the point of beginning.                    

All those two parcels of land situate in the Township of Emmett,      
County of Calhoun, State of Michigan, being that property of the      
former Detroit, Toledo and Milwaukee Railroad Company further         
bounded and described as follows according to a plan of survey        
made by Sheridan Surveying Company, James H. Miller, Registered       
Land Surveyor No. 27456, dated January 9, 1992, marked Exhibit        
A, attached hereto and made a part hereof:                            

Parcel 1:  Being the North 22 feet of the Northeast 1/4 of the        
Southeast 1/4 and the South 50 feet of the Southeast 1/4 of the       
Northeast 1/4 of Section 27, Township 2 South, Range 7 West, and      
being further described as follows: Beginning at the East 1/4         
corner of said Section 27; thence along the East line of said         
Section 27 S 00(DEGREE) 19' 38" E, 22.00 feet; thence parallel        
with the East and West 1/4 line of said section N 89(DEGREE) 39'      
46" W, 1325.05 feet to the West line of the Northeast 1/4 of the      
Southeast 1/4; thence N 00(DEGREE) 12' 27" W, 22.00 feet to the       
Northwest corner of the Northeast 1/4 of the Southeast 1/4;           
thence along the West line of the Southeast 1/4 of the Northeast      
1/4 N 00(DEGREE) 04' 02" W, 50.00 feet; thence parallel with the      
East and West 1/4 line of said section, S 89(DEGREE) 39' 46" E,       
1325.02 feet to the East line of said section; thence                 
S 00(DEGREE) 02' 48" E, 50.00 feet to the point of beginning.         

Parcel 2:  Being the North 33 feet of the West 1/2 of the             
Southwest 1/4, the South 33 feet of the West 1/2 of the               
Northwest 1/4, the North 50 feet of the East 1/2 of the               
Southwest 1/4, and a strip which varies from 0.00 feet to 50          
feet in width across the North 50 feet of the Southeast 1/4 of        
Section 26, Township 2 South, Range 7 West, and being further         
described as follows:  Beginning at the West 1/4 corner of said       
Section 26; thence along the West line of said Section 26 N           
00(DEGREE) 02' 48" W, 33.00 feet; thence parallel with the East       
and West 1/4 line of said section N 89(DEGREE) 50' 00" E,             
1325.63 feet to the East line of the Southwest 1/4 of the             
Northwest 1/4; thence S 00(DEGREE) 09' 18" E, 33.00 feet to the       
Southeast corner of said Southwest 1/4 of the Northwest 1/4;          
thence along the East and West 1/4 line of said section N             
89(DEGREE) 50' 00" E, 1325.70 feet to the center of said              
section; thence continuing along the East and West 1/4 line of        
said section N 89(DEGREE) 50' 00" E, 2619.68 feet to a point          
which lies S 89(DEGREE) 50' 00" W, 28.00 feet from the East 1/4       
corner, said point being on a railroad curve concave to the           
Northwest and having a radius of 1763.18 feet and a degree of         
curve of 3(DEGREE) 15' 00"; thence Southwesterly along said           
curve through a central angle of 13(DEGREE) 40' 43", 420.94           
feet; thence parallel with and 50.00 feet South of the East and       
West 1/4 line of said section S 89(DEGREE) 50' 00" W, 2202.66         
feet to the North and South 1/4 line of said section; thence          
continuing S 89(DEGREE) 50' 00" W, 1325.66 feet to the East line      
of the Northwest 1/4 of the Southwest 1/4 of said Section 26;         
thence along said East line N 00(DEGREE) 17' 43" W, 17.00 feet;       
thence parallel with and 33.00 feet South of said East and West       
1/4 line S 89(DEGREE) 50' 00" W, 1325.67 feet to the West line        
of said Section 26; thence N 00(DEGREE) 19' 38" W, 33.00 feet to      
the point of beginning.                                               

The Northwest 1/4 of Section 11, Township 3 South, Range 7 West,      
except a parcel described in Liber 113 of Deeds at page 284 as        
follows:  A strip of land 16 feet in width running in a               
triangular course across the Southeast part of the West 1/2 of        
the Northwest 1/4 of Section 11, 60 rods, along on the line so        
described as the Fanning Drain as described on the profile of         
said drain.  Also excepting therefrom: Beginning at the               
Northwest corner of Section 11, Township 3 South, Range 7 West;       
thence East 42 rods; thence 35-1/2 rods, more or less, to the         
center of a ditch; thence Westerly in the center of the ditch to      
the West section line; thence North to the place of beginning.        
Excepting all oil, gas, and other minerals, but not including         
sand, clay, or gravel, in, on, or underlying said parcel of           
land.                                                                 

A parcel of land in the Northeast 1/4 of Section 35, Township 2       
South, Range 7 West, more particularly described as:  To find         
the point of beginning, commence at the North 1/4 corner of said      
Section 35; thence S 89(DEGREE) 13' 40" E, along the North line       
of said section, 327.76 feet to the point of beginning of this        
description; thence S 00(DEGREE) 46' 20" W, 225.00 feet; thence       
S 89(DEGREE) 13' 40" E, 220.00 feet; thence N 00(DEGREE) 46' 20"      
E, 225.00 feet to the North line of said section; thence N            
89(DEGREE) 13' 40" W, along said North section line, 220.00 feet      
to the point of beginning.                                            

All that part of the East 1/2 of the Northwest 1/4 of Section 34      
lying Southerly and Easterly of the center line of Oak Grove          
Road, and a portion of that part of the West 1/2 of the               
Northeast 1/4 of Section 34 lying Southerly and Easterly of the       
center line of Oak Grove Road, all being in Township 3 South,         
Range 7 West, and all being more particularly described as            
follows:  To find the point of beginning of this description,         
commence at the East 1/4 corner of said Section 34; thence N          
89(DEGREE) 41' 14" W along the East and West 1/4 line of said         
section, 1325.17 feet to the point of beginning of this               
description; thence continuing N 89(DEGREE) 41' 14" W along said      
East and West 1/4 line, 2652.24 feet to the West line of the          
East 1/2 of the Northwest 1/4 of said section; thence N               
00(DEGREE) 05' 00" W along said West line, 371.69 feet to a           
point on the center line of Oak Grove Road; thence N 44(DEGREE)       
50' 04" E along said center line of said road, 3100.64 feet;          
thence S 45(DEGREE) 09' 56" E, 105.01 feet; thence S 89(DEGREE)       
35' 32" E, 387.24 feet to a point on the East line of the West        
1/2 of the Northeast 1/4 of said section; thence S 00(DEGREE)         
06' 44" E along said East line, 2508.19 feet to the point of          
beginning.                                                            

Part of the East 1/2 of the Northwest 1/4 and the West 1/2 of         
the Northeast 1/4 lying North of Oak Grove Road in Section 34,        
Township 3 South, Range 7 West, described as: Commencing at the       
North 1/4 corner of said Section 34; thence N 89(DEGREE) 41' 21"      
W, 14.21 feet along the North section line to the point of            
beginning of this description; thence continuing along said           
North section line N 89(DEGREE) 41' 21" W, 1311.22 feet to the        
West line of the East 1/2 of the Northwest 1/4 of said Section        
34; thence S 00(DEGREE) 05' 00" E, 403.13 feet along said West        
line; thence S 45(DEGREE) 09' 56" E, 1320.94 feet to a point in       
the center line of Oak Grove Road; thence along said center line      
N 44(DEGREE) 50' 04" E, 1201.24 feet; thence N 44(DEGREE) 51'         
13" W, 670.75 feet to the point of beginning.                         

The West 1/2 of the Northeast 1/4, and the Northeast 1/4 of the       
Northeast 1/4, of Section 15, Township 4 South, Range 7 West,         
all being more particularly described as follows:  Beginning at       
the Northeast corner of said Section 15; thence N 89(DEGREE) 24'      
09" W along the North line of said section 2695.10 feet to the        
North 1/4 corner of said section; thence S 00(DEGREE) 32' 21" W       
along the North and South 1/4 line of said section and the            
center line of 9-1/2 Mile Road, 2663.23 feet to the center of         
said section; thence S 89(DEGREE) 21' 55" E along the East and        
West 1/4 line of said section and the center line of "Q" Drive        
South, 1347.60 feet to the East line of the West 1/2 of the           
Northeast 1/4 of said section; thence N 00(DEGREE) 32' 17" E          
along said East line of the West 1/2 of the Northeast 1/4 of          
said section, 1332.06 feet to the South line of the Northeast         
1/4 of the Northeast 1/4 of said section; thence S 89(DEGREE)         
23' 02" E along said South line of the Northeast 1/4 of the           
Northeast 1/4 of said section 1347.58 feet to the East line of        
said section; thence N 00(DEGREE) 32' 13" E along said East line      
of said section, 1332.50 feet to the point of beginning.              

The East 1/4 of Section 27 lying South of Highway M-60, except        
the East 1/2 of the Northeast 1/4 of said section; also the East      
132 feet of the Northwest 1/4 of the Southeast 1/4 of Section 27      
lying South of Highway M-60, all in Township 4 South, Range 7         
West, more particularly described as:  Commencing at the East         
1/4 corner of said Section 27, the point of beginning of this         
description; thence along the East and West 1/4 line N                
89(DEGREE) 39' 27" W, 542.66 feet to a point on the center line       
of Highway M-60; thence along said center line S 45(DEGREE) 25'       
00" W, 223.78 feet to a point on a curve to the right having a        
radius of 5729.65 feet; thence Southwesterly 989.28 feet along        
the arc of said curve through a central angle of 09(DEGREE) 53'       
34" to the West line of the East 132.00 feet of the Northwest         
1/4 of the Southeast 1/4 of said section; thence along said West      
line S 00(DEGREE) 08' 15" W, 537.92 feet to the South line of         
said Northwest 1/4 of the Southeast 1/4; thence along said South      
line S 89(DEGREE) 43' 36" E, 132.00 feet to the West line of the      
East 1/4 of said Section 27; thence along said West line S            
00(DEGREE) 08' 15" W, 1331.36 feet to the South line of said          
Section 27; thence along said South line S 89(DEGREE) 47' 43" E,      
1336.13 feet to the East line of said Section 27; thence along        
said East line N 00(DEGREE) 01' 43" W, 2659.54 feet to the point      
of beginning.                                                         

A parcel of land in the Southeast 1/4 of Section 34, Township 4       
South, Range 7 West, more particularly described as follows:  To      
find the place of beginning, commence at the East 1/4 corner of       
said Section 34; thence along the East and West 1/4 line and the      
center line of "W" Drive South N 89(DEGREE) 47' 34" W, 835.02         
feet to the place of beginning of this description; thence            
continuing along said East and West 1/4 line and said road            
center line N 89(DEGREE) 47' 34" W, 230.01 feet; thence S             
00(DEGREE) 35' 19" W, 595.01 feet; thence N 89(DEGREE) 47' 34"        
W, 20.70 feet; thence S 00(DEGREE) 35' 19" W, 1112.76 feet;           
thence S 89(DEGREE) 47' 24" E, 250.71 feet; thence N 00(DEGREE)       
35' 19" E, 1707.78 feet to the place of beginning.                    

Eaton County    

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Eaton, described as follows:                                   

A parcel of land in the Southeast 1/4 of the Southwest 1/4 of         
Section 9, Township 1 North, Range 4 West, described as follows:      
Beginning at the South 1/4 corner of said section; running            
thence North 89(DEGREE) 27' 05" West along the South line of          
said section, 321.00 feet; thence North 0(DEGREE) 04' 51" West,       
271.50 feet; thence South 89(DEGREE) 27' 05" East, 321.00 feet        
to the North and South 1/4 line of said section; thence South         
0(DEGREE) 04' 51" East along said North and South 1/4 line of         
said section, 271.50 feet to the place of beginning of this           
description.                                                          

A parcel of land in the Southeast 1/4 of the Southwest 1/4 of         
Section 9, Township 1 North, Range 4 West, described as follows:      
To find the place of beginning of this description, commence at       
the South 1/4 corner of said section; run thence North 0(DEGREE)      
04' 51" West along the North and South 1/4 line of said section,      
271.50 feet to the place of beginning of this description;            
running thence North 89(DEGREE) 27' 05" West, 261.00 feet;            
thence North 0(DEGREE) 04' 51" West, 200.00 feet; thence South        
89(DEGREE) 34' 06" East, 261.00 feet to the North and South 1/4       
line of said section; thence South 0(DEGREE) 04' 51" East along       
said North and South 1/4 line of said section, 200.53 feet to         
the place of beginning.                                               

A parcel of land in the Southeast 1/4 of the Southwest 1/4 of         
Section 9, Township 1 North, Range 4 West, described as follows:      
To find the place of beginning of this description, commence at       
the South 1/4 corner of said section; run thence North 0(DEGREE)      
04' 51" West along the North and South 1/4 line of said section,      
472.03 feet to the place of beginning of this description;            
running thence North 89(DEGREE) 34' 06" West, 261.00 feet;            
thence North 0(DEGREE) 04' 51" West, 854.05 feet to the South         
1/8 line of said South section; thence South 89(DEGREE) 30' 19"       
East along said South 1/8 of said section, 261.00 feet to the         
North and South 1/4 line of said section; thence South 0(DEGREE)      
04' 51" East along said North and South 1/4 line of said              
section, 853.76 feet to the place of beginning.                       

The West 350 feet of the South 1/2 of the Southeast 1/4 of the        
Northwest 1/4 of Section 10, Township 2 North, Range 4 West,          
being more particularly described as follows:  To find the point      
of beginning of this description, commence at the North 1/4           
corner of said section; run thence North 89(DEGREE) 31' 42" West      
along the North line of said section, 1322.84 feet to the West        
1/8 line of said section; thence South 1(DEGREE) 06' 11" West         
along said West 1/8 line of said section, 1988.96 feet to the         
North line of the South 1/2 of the Southeast 1/4 of the               
Northwest 1/4 of said section and the point of beginning for          
this description; running thence South 89(DEGREE) 43' 20" East        
along said North line of the South 1/2 of the Southeast 1/4 of        
the Northwest 1/4 of said section, 350.04 feet; thence South          
1(DEGREE) 06' 11" West, 662.59 feet to the East and West 1/4          
line of said section; thence North 89(DEGREE) 47' 12" West along      
said East and West 1/4 line of said section, 350.04 feet to the       
West 1/8 line of said section; thence North 1(DEGREE) 06' 11"         
East along said West 1/8 line of said section, 662.99 feet to         
the point of beginning.                                               

A parcel of land in the East 1/2 of the Northwest 1/4 of Section      
15, Township 2 North, Range 4 West, described as follows:  To         
find the place of beginning, commence at the North 1/4 corner of      
said section; run thence North 89(DEGREE) 50' 49" West along the      
North line of the Northwest 1/4 of said section, 940.09 feet to       
the place of beginning; thence South 0(DEGREE) 36' 37" East,          
330.00 feet; thence North 89(DEGREE) 50' 49" West, 390.00 feet        
to the West 1/8 line of said section; thence North 0(DEGREE) 36'      
37" West along the West 1/8 line of said section, 330.00 feet to      
the North line of the Northwest 1/4 of said section; thence           
South 89(DEGREE) 50' 49" East along the North line of the             
Northwest 1/4 of said section, 390.00 feet to the place of            
beginning.                                                            

The West 350 feet of the East 1/2 of the Northwest 1/4                
of Section 22, Township 2 North, Range 4 West, described              
as follows:  To find the place of beginning of this description,      
commence at the Northwest corner of said section; run thence          
North 89(DEGREE) 57' 40" East along the North line of said            
section, 1327.54 feet to the West 1/8 line of said section and        
the place of beginning of this description; thence continuing         
North 89(DEGREE) 57' 40" East along said North line of said           
section, 350.02 feet; thence South 0(DEGREE) 30' 20" East,            
2652.35 feet to the East and West 1/4 line of said section;           
thence North 89(DEGREE) 51' 37" West along said East and West         
1/4 line of said section, 350.02 feet to the West 1/8 line of         
said section; thence North 0(DEGREE) 30' 20" West along said          
West 1/8 line of said section, 2651.28 feet to the place of           
beginning.                                                            

A parcel of land in Section 36, Township 2 North, Range 3 West,       
described as follows:  To find the place of beginning of this         
description, commence at the South 1/4 post of said Section 36;       
run thence West along the South line of said section, 286.00          
feet to the place of beginning of this description; thence North      
00(DEGREE) 02' 17" West, 269.00 feet; thence East, 286.00 feet        
to a point on the North and South 1/4 line of said section;           
thence North 00(DEGREE) 02' 17" West along said North and South       
1/4 line, 494.56 feet; thence West, 386.00 feet; thence South         
00(DEGREE) 02' 17" East parallel with said North and South 1/4        
line, 763.56 feet to a point on the South line of said section;       
thence East along said South line, 100.00 feet to the point of        
beginning.                                                            

Emmet County    

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Emmet, described as follows:                                   

A parcel of land in the North 1/2 of the Southeast 1/4 of             
Section 10, Township 39 North, Range 4 West, being part of            
Government Lot No. 3, described as:  To find the place of             
beginning, commence at the Southeast corner of said section; run      
thence North 0(DEGREE) 32' 44" East along the East line of            
said section, 1186.82 feet to an iron; thence North 5(DEGREE)         
13' 13" West, 32.1 feet to a P.K. nail said P.K. nail being           
South 05(DEGREE) 13' 13" East, 100.33 feet from the South line        
of Government Lot No. 2; thence South 89(DEGREE) 24' 54" West,        
parallel with the South line of Government Lot No. 2, 1314.36         
feet to an iron on the East line of Government Lot No. 3, said        
iron being North 0(DEGREE) 32' 44" East 1221.34 feet of the           
Southeast corner of Government Lot No. 3; thence North 0(DEGREE)      
32' 44" East, along the East line of Government Lot No. 3, 530.0      
feet to a rebar and the place of beginning of this description;       
thence South 89(DEGREE) 18' 30" West, 50.0 feet to a rebar;           
thence North 0(DEGREE) 32' 44" East parallel with the East line       
of Government Lot No. 3, 438.82 feet to a rebar near the South        
shoreline of Straits of Mackinac; thence continuing North             
0(DEGREE) 32' 44" East to the South shoreline of Straits of           
Mackinac; thence Easterly along the South shoreline of Straits        
of Mackinac to a point that is North 0(DEGREE) 32' 44" East of        
the place of beginning; thence South 0(DEGREE) 32' 44" West to a      
large stone; thence South 00(DEGREE) 32' 44" West, along the          
East line of Government Lot No. 3, 474.66 feet to the place of        
beginning.                                                            

Ingham County   

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Ingham, described as follows:                                  

A parcel of land in the Northwest 1/4 of Section 9, Township 4        
North, Range 2 West, being a part of the Original Plat of the         
Village of Michigan (now City of Lansing), described as               
beginning on the North line of Willow Street at the Southwest         
corner of Lot 8, Block 25 of said Original Plat; run thence           
North along the West line of said Lot 8, 200 feet; thence East a      
distance of 90.75 feet; thence South a distance of 200 feet to        
the North line of Willow Street; thence West 90.75 feet to the        
place of beginning, being also known as the South 200 feet of         
Lot 67 of Assessor's Plat No. 15 of part of the Original Block        
25 of the Plat of Michigan and Outlot "A" of Glendale Place,          
according to the recorded plat thereof as recorded in Liber 10        
of Plats on page 18, Ingham County Records; together with all         
easements for walks or driveways appurtenant thereto or in            
anywise connected therewith.                                          

That part of Lots 32 and 33 of River View Park No. 1                  
Subdivision, in the Northeast 1/4 of Section 8, Township 4            
North, Range 2 West, described as follows:  Commence at a point       
14.77 feet West of the Northeast corner of said Lot 33 and run        
thence Westerly along the Northerly line of said Lots 32 and 33,      
60.00 feet; thence S 37(DEGREE) 16' W, 191.9 feet to the              
Southerly lot line; thence S 73(DEGREE) 29' 50" E, 75.15 feet;        
thence S 65(DEGREE) 43' 10" E, 53.51 feet; thence Northeasterly       
to the place of beginning.                                            

Lot 34 and that part of Lot 33 of River View Park No. 1               
Subdivision, in the Northeast 1/4 of Section 8, Township 4            
North, Range 2 West, described as:  Commencing 14.77 feet West        
of the Northwest corner of said Lot 34 and running thence East        
14.77 feet; thence S 09(DEGREE) 11' W, 200.70 feet along the          
West line of said Lot 34; thence N 65(DEGREE) 43' 20" W, 38.00        
feet along the South line of said Lot 33; thence Northeasterly        
to the place of beginning.                                            

Lots 8, 9, 10 and 11 of Culver's Subdivision, being a part of         
the Northwest 1/4 of Section 9, Township 4 North, Range 2 West,       
according to the plat thereof, as recorded in Liber 7 on Page 7,      
Ingham County Records.                                                

Ionia County    

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Ionia described as follows:                                    

A strip of land 100 feet wide across a portion of the                 
Southwest 1/4 of Section 1, Township 8 North, Range 8 West,           
described as follows:  To find the point of beginning of this         
description, commence at the West 1/4 corner of said section;         
run thence South 0(DEGREE) 28' 49" West along the West line of        
said section, 299.38 feet; thence South 56(DEGREE) 58' 28" East,      
426.47 feet to the center line of Long Lake Road and the point        
of beginning for this  description; thence continuing South           
56(DEGREE) 58' 28" East, 590.64 feet to the Northwest right of        
way line of the C & O Railroad; thence on a curve concave to the      
Northwest along said railroad right of way line a chord bearing       
and distance of South 57(DEGREE) 43' 57" West, 50.72 feet, said       
curve having a radius of 668.77 feet, to the end of said curve;       
thence continuing along said railroad right of way line, South        
59(DEGREE) 54' 00" West, 60.44 feet; thence North 56(DEGREE) 58'      
28" West, 395.53 feet to a point near the Easterly bank of the        
Flat River; thence continuing North 56(DEGREE) 58' 28" West to        
the thread of said river; thence Northerly along said thread to       
the center line of Long Lake Road; thence South 87(DEGREE) 28'        
00" East along said center line to the point of beginning.            

Isabella County   

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Isabella described as follows:                                 

Two triangular shaped parcels of land situate in the City of          
Mt. Pleasant, County of Isabella and State of Michigan, being         
parts of the Northwest 1/4 of Section 15, Township 14 North,          
Range 4 West, separately bounded and described as follows:            

Parcel 1                                                              

Beginning at a point in the West 1/8 line of said Section 15,         
distant 1320 feet measured due South, along said West 1/8 line,       
from the North line of said Section 15, said North line being         
coincident with the center line of Pickard Avenue; extending          
from said beginning point the following three courses and             
distances:                                                            

(1)       Due South, along said West 1/8 line, 295 feet, more or      
   less, to a point in the Easterly line of the 100 foot
    wide right of way formerly of                  The Ann
Arbor Railroad Company; thence                    

(2)       North 20 degrees West, along said Easterly line of          
  right of way, 305 feet, more or less, to a corner of
land now or formerly of the State of Michigan; and
thence                                            

(3)       Due East, by the last mentioned land, 82.50 feet to         
the place of beginning.                           

Parcel 2:                                                             

Beginning at a point where the Southerly line of the parcel of        
land which was acquired by David D. Coyne and Mark K. Coyne from      
John M. Chase, Jr., Trustee of the property of The Ann Arbor          
Railroad Company by deed dated February 12, 1980 and recorded in      
Liber 460 at page 505 of the Isabella County Records meets the        
Easterly line of the 100 foot wide right of way formerly of The       
Ann Arbor Railroad Company, said beginning point being at the         
distance of 740 feet, more or less, measured Southwardly, along       
said Easterly line of right of way, from the North line of said       
Section 15, said North line being coincident with the center          
line of Pickard Avenue; extending from said beginning point the       
following four courses and distances:                                 

(1)       Due East, along said Southerly line of the parcel of        
  land acquired as aforesaid in Liber 460 at page 505,
    the distance of 85 feet, more or less, to a point in a
   Westerly line of land now or formerly of the State of
Michigan; thence                                  

(2)       Due South, by the last mentioned land, 369.60 feet to       
  a point in said Easterly line of 100 foot wide right
   of way; the following two courses and distances being
along said Easterly line; thence                  

(3)       North 20 degrees West, 85 feet, more or less, to a          
point of curve; and thence                        

(4)       Northwardly, on a curve to the right having a radius        
    of 2814.34 feet, the arc distance of 290 feet, more or
less, to the place of beginning.                  

Kent County   

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Kent, described as follows:                                    

Part of the Northwest 1/4 of the Northwest 1/4 of Section 13,         
Township 8 North, Range 10 West, beginning on the Southerly line      
thereof, 792 feet North 88(DEGREE) 16' East from a point on the       
West section line, which point is 1320 feet North of the West         
1/4 corner, Section 13; thence North 88(DEGREE) 16' East, 233.66      
feet along said Southerly line to a point which is 280 feet           
Westerly from the West 1/8 line; thence North 00(DEGREE) 18' 14"      
West parallel with said West 1/8 line, 751.48 feet to a point on      
the Southerly line of Old Belding Road which point is 282.06          
feet West (measured along said Southerly line) from the West 1/8      
line; thence Westerly along said road line, 232.85 feet along a       
5762.578 foot radius curve to the right, the long chord of which      
bears South 85(DEGREE) 01' 51" West, 232.83 feet; thence South        
00(DEGREE) 14' 20" East, 573.37 feet to a point which is 792          
feet East and 165.0 feet North of the Southwest corner of said        
Northwest 1/4 of the Northwest 1/4; thence South 165.0 feet to        
the point of beginning.                                               

A triangular shaped parcel of land in the South 1/2 of the            
Southeast                                                1/4 of       
Section 26, Township 6 North, Range 11 West, described as             
follows:  To find the point of beginning of this description,         
commence at the Southeast corner of said Section 26; run thence       
North 0(DEGREE) 26' 10" East along the East line of the               
Southeast 1/4 of said section, 1328.94 feet to the South 1/8          
line of said section; thence North 87(DEGREE) 42' 09" West along      
said South 1/8 line of said section, 1480.33 feet to the              
Northeast corner of the parcel described in clause (3) of             
Exhibit A of the deed recorded in Liber 2242 of Deeds at              
pages 446-447, Kent County Records, which is the point of             
beginning of this description; thence South 0(DEGREE) 25' 44"         
West 370.00 feet along the East line of said parcel described in      
clause (3) of Exhibit A of said deed recorded in Liber 2242 of        
Deeds at pages 446-447, Kent County Records; thence North             
43(DEGREE) 38' 12" West, 531.72 feet to a point on the South 1/8      
line of said section and the North line of said parcel described      
in clause (3) of Exhibit A of said deed recorded in Liber 2242        
of Deeds at pages 446-447, Kent County Records; thence South          
87(DEGREE) 42' 09" East along said South 1/8 line of said             
section and said North line of said parcel described in clause        
(3) of Exhibit A of said deed recorded in Liber 2242 of Deeds at      
pages 446-447, Kent County Records, 370.00 feet to the point of       
beginning.                                                            

Lots 5 through 10, inclusive, and the Northerly 1/2 of Lot 11         
lying Westerly of the former Michigan Railroad right of way the       
Westerly line of right of way being 75 feet Westerly from the         
center line of the main track of said railroad and all that part      
of Alabastine Avenue 40 feet wide lying Northeasterly of and          
adjacent to said lots hereinabove described, all in Block 2 of        
Alabastine Company's Addition to the City of Grand Rapids in the      
Northeast 1/4 of Section 2, Township 6 North, Range 12 West,          
according to the recorded plat thereof.                               

Lot 50 of Maple Creek Plat No. 1, being a subdivision of the          
East      1/2 of the Southwest 1/4 of Section 28, Township 6          
North, Range 11 West, according to the recorded plat thereof.         

Manistee County   

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Manistee, described as follows:                                

The Northwest 1/4 of the Southeast 1/4 of Section 32,                 
Township 21 North, Range 13 West, Norman Township.                    

The South 1/2 of the North 1/2 of the Northeast 1/4 of the            
Southwest 1/4 of Section 6, Township 21 North, Range 13 West.         

A parcel of land in Section 12, Township 21 North, Range 14           
West, described as commencing at the Northwest corner of the          
Southwest 1/4 of the Northwest 1/4 of said section; thence South      
along the West line of the Southwest 1/4 of the Northwest 1/4, a      
distance of 440 feet; thence East and parallel to North line of       
said description to a point 50 feet West of the West line of the      
right of way; thence Northerly and parallel with the right of         
way to the North line of the Southwest 1/4 of the Northwest 1/4;      
thence West along the North line to the place of beginning.           

Mason County    

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Mason, described as follows:                                   

Lots 8, 9, 10 and 11 of Elkhorn Subdivision, according to the         
plat thereof as recorded in Liber 2 of Plats on page 32, Mason        
County Records, the same being a part of Government Lot 1 in          
Section 1, Township 17 North, Range 18 West.                          

The South 1/2 of the Northwest 1/4 of the Southwest 1/4               
of Section 5 and the East 1/2 of the East 1/2 of the                  
Northeast 1/4 of the Northwest 1/4 of Section 9, all in Township      
20 North, Range 16 West, Freesoil Township.                           

St. Joseph County   

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of St. Joseph, described as follows:                              

All that portion of the Southeast 1/4 of the Northeast 1/4 lying      
Northerly of a proposed 230 foot wide easement in Section 13,         
Township 8 South, Range 9 West, and more particularly described       
as follows:  Commencing at the Northeast corner of said Section       
13; thence along the East line of said Section 13 S 00(DEGREE)        
45' 39" W, 1320.71 feet to the point of beginning of this             
description; thence continuing along said East line S 00(DEGREE)      
45' 39" W, 22.20 feet to a point on the Northerly line of said        
proposed easement; thence along said Northerly line S 64(DEGREE)      
53' 51" W, 1473.83 feet to a point on the West line of the            
Southeast 1/4 of the Northeast 1/4 of said Section 13; thence         
along said West line N 00(DEGREE) 45' 07" E, 665.47 feet to a         
point on the North line of the Southeast 1/4 of the Northeast         
1/4 of said Section 13; thence along said North line S                
89(DEGREE) 13' 25" E, 1326.31 feet to the point of beginning.         

Commencing at the Northwest corner of the Southeast 1/4 of the        
Northwest 1/4 of Section 13, Township 8 South, Range 9 West;          
thence South along the 1/8 line 1885 feet to the point of             
beginning of this description. The boundary runs thence East 540      
feet; thence Northeasterly to a point 750 feet East of the North      
and South 1/8 line and 1045 feet South of the East and West 1/8       
line; thence continues Northeasterly to a point 780 feet South        
of the East and West 1/8 line and 340 feet West of the North and      
South 1/4 line; thence East 340 feet to the North and South 1/4       
line to a point 780 feet South of the East and West 1/8 line;         
thence South along the North and South 1/4 line to Fawn River;        
thence West along Fawn River to the North and South 1/8 line;         
thence North along the North and South 1/8 line to the point of       
beginning.                                                            

The East 416.51 feet of the North 720 feet of the Southwest 1/4       
of the Southwest 1/4 of Section 15, Township 8 South, Range 9         
West, said parcel being more particularly described as:               
Commencing at the Northwest corner of Section 22, Township 8          
South, Range 9 West; running thence N 89(DEGREE) 55' 17" E,           
1322.65 feet along the North line of said Section 22 to the East      
line of the Southwest 1/4 of the Southwest 1/4 of said Section        
15; thence along said East line N 00(DEGREE) 35' 44" E, 602.61        
feet to the point of beginning of this description; thence            
continuing along said East line N 00(DEGREE) 35' 44" E, 720.05        
feet to the North line of the Southwest 1/4 of the Southwest 1/4      
of said Section 15; thence along said North line N 89(DEGREE)         
53' 31" W, 416.52 feet; thence S 00(DEGREE) 35' 44" W, 720.05         
feet; thence S 89(DEGREE) 53' 31" E, 416.52 feet to the point of      
beginning.                                                            

All that part of the Southwest 1/4 of the Southwest 1/4 of            
Section 15, Township 8 South, Range 9 West, described as              
follows:  Commencing at the Southwest corner of said Section 15       
which is the point of beginning of this description; running          
thence North along the section line, 606.93 feet; thence N            
89(DEGREE) 29' 14" E, 1322.34 feet; thence S 00(DEGREE) 01' 40"       
E along the 1/2-1/4 line, 602.61 feet to the Southeast corner of      
the Southwest 1/4 of the Southwest 1/4 of said Section 15;            
thence S 89(DEGREE) 18' 02" W along the South line of said            
section 1322.67 feet to the point of beginning.  Also the             
Northwest 1/4 of the Northwest 1/4 of Section 22, Township 8          
South, Range 9 West.  Also, commencing at the Northeast corner        
of the Northwest 1/4 of the Northwest 1/4 of Section 22,              
Township 8 South, Range 9 West; thence East 28-1/4 rods; thence       
South 57 rods; thence West 28-1/4 rods; thence North 57 rods to       
the place of beginning.                                               

The Southeast 1/4 of the North fractional 1/4 of Section 21,          
Township 8 South, Range 9 West, being more particularly               
described as follows:  Commencing at the Southeast corner of the      
Northeast fractional 1/4 of said Section 21, said point being a       
point on the Michigan/Indiana State Line, and the point of            
beginning of this description; thence along said State Line,          
which is also the center line of the State Line Road right of         
way N 89(DEGREE) 24' 12" W, 1316.46 feet to the West line of the      
Southeast 1/4 of the Northeast fractional 1/4 of said Section 21      
and the center line of the Kime Road right of way; thence along       
said West line and the center line of the road right of way N         
00(DEGREE) 23' 26" E, 1290.64 feet to the North line of the           
Southeast 1/4 of the Northeast fractional 1/4 of said Section         
21; thence along said North line S 89(DEGREE) 32' 06" E 1319.12       
feet to the East line of said Section 21 and the center line of       
the Carls Road right of way; thence along said East line and the      
center line of the road right of way S 00(DEGREE) 30' 33" W,          
1293.67 feet to the point of beginning.                               

Van Buren County    

All of the lands, estates, easements, hereditaments and appurtenances 
in the County of Van Buren, described as follows:                               

Lot 3, EXCEPT Green Acres, ALSO EXCEPT beginning at the               
Northeast corner of Lot 1 of Wait Subdivision; thence Northerly       
along the 1/8 line, 132 feet; thence Southwesterly to the             
Southeast corner of Lot 13 of said Green Acres; thence                
continuing Southwesterly along the lot line to the Southwest          
corner of said Lot 13; thence Southerly along the road to the         
Northwest corner of Lot 2 of Wait Subdivision; thence                 
Northeasterly along the Northerly line of said Lots 1 and 2 to        
the place of beginning.                                               

SECTION 9.  The Company is a transmitting utility under               
Section 9401(5) of the Michigan Uniform Commercial Code                         
(M.C.L. 440.9401(5)) as defined in M.C.L. 440.9105(n).                          

EX-4
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S-1                                                                             

IN WITNESS WHEREOF, said Consumers Energy Company has caused this     
Supplemental Indenture to be executed in its corporate name by its              
Chairman of the Board, President, a Vice President or its Treasurer and         
its corporate seal to be hereunto affixed and to be attested by its             
Secretary or an Assistant Secretary, and said The Chase Manhattan Bank, as      
Trustee as aforesaid, to evidence its acceptance hereof, has caused this        
Supplemental Indenture to be executed in its corporate name by an               
Assistant Vice President and its corporate seal to be hereunto affixed and      
to be attested by a Trust Officer, in several counterparts, all as of the       
day and year first above written.                                               

                    CONSUMERS ENERGY COMPANY

(SEAL)                                By  /s/ A.M. Wright                       
                               ___________________________
                  Alan M. Wright
Attest:                                   Senior Vice President and             
                               Chief Financial Officer

/s/ Joyce H. Norkey                                                             
____________________________                                                    
Joyce H. Norkey                                                                 
Assistant Secretary                                                             

Signed, sealed and delivered                                                    
by CONSUMERS ENERGY COMPANY                                                     
in the presence of                                                              

/s/ Kimberly A. Connelly                                                        
____________________________                                                    
Kimberly A. Connelly                                                      

/s/ Janet Sanders                                                               
____________________________                                                    
Janet Sanders                                                             

STATE OF MICHIGAN      )                                                        
ss.                           
COUNTY OF JACKSON      )                                                        

 The foregoing instrument was acknowledged before me this 10th day
of February, 1998, by Alan M. Wright, Senior Vice President and Chief           
Financial Officer of CONSUMERS ENERGY COMPANY, a Michigan corporation, on       
behalf of the corporation.                                                      

                 /s/ Renee E. Stephens
                          ______________________________
         Notary Public
[Seal]                                Jackson County, Michigan                  
                          My Commission Expires:  3-5-99

EX-4
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S-2                                                                             

                                THE CHASE MANHATTAN BANK, AS TRUSTEE

(SEAL)                                By  /s/ G. Mc Farlane                     
                                     _________________________________
                G. McFarlane
                  Vice President

Attest:                                                                         

/s/ Wanda Eiland                                                                
____________________________                                            

Trust Officer                                                           
Wanda Eiland                                                            

Signed, sealed and delivered                                                    
by THE CHASE MANHATTAN BANK                                                     
in the presence of                                                              

/s/ Glenn G.McKeever                                                            
____________________________                                            
Glenn G. McKeever                                                       

/s/ A. Agard                                                                    
____________________________                                            
A. Agard                                                                

STATE OF NEW YORK      )                                                        
ss.                           
COUNTY OF NEW YORK     )                                                        

 The foregoing instrument was acknowledged before me this 10th day
of February, 1998, by G. McFarlane, a Vice President of THE CHASE               
MANHATTAN BANK, a New York corporation, on behalf of the corporation.           

                   /s/ Emily Fayan
                                    ________________________________
                                Emily Fayan, Notary Public
[Seal]                                     New York County, New York            
                                      My Commission Expires:  12/31/99

Prepared by:                                                                    
Kimberly A. Connelly                                                            
212 West Michigan Avenue                                                        
Jackson, MI 49201                                                               

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K405 Filing		Date		First		Last			Other Filings
		1/9/92		17
		6/19/92		2
		7/15/93		15
		7/17/93		16
		7/20/93		14
		7/21/93		14
		7/22/93		14		16
		7/23/93		7
		8/5/93		16
		8/6/93		6
		8/11/93		4		13
		8/15/93		8		16
		8/17/93		16
		8/20/93		16
		8/25/93		15		16
		9/1/93		15
		9/7/93		7
		9/18/93		14
		9/21/93		13
		9/23/93		5		14
		9/24/93		13		14
		9/25/93		12
		9/30/93		15
		10/1/93		15
		10/8/93		13
		10/9/93		16
		10/11/93		14
		10/14/93		16
		10/15/93		15
		10/19/93		13		14
		10/20/93		15
		10/21/93		12		15
		10/22/93		4
		10/25/93		13		15
		10/27/93		13
		10/28/93		15
		10/29/93		6		14
		11/9/93		14
		11/12/93		13		14
		11/14/93		16
		11/15/93		13		14
		11/18/93		6		14
		11/19/93		6
		11/20/93		14
		11/25/93		6
		11/26/93		6
		12/2/93		6
		12/12/93		7
		12/16/93		5
		12/17/93		6		13
		12/20/93		13
		12/22/93		7
		1/1/94		16
		1/2/94		14
		1/13/94		4		15
		1/20/94		4		15
		1/21/94		15
		1/26/94		5
		1/27/94		6		16
		1/28/94		13
		2/9/94		14					8-A12B
		2/17/94		5		16
		2/18/94		13
		2/24/94		4					SC 13G
		2/25/94		13
		2/26/94		16
		2/27/94		13
		3/3/94		4
		3/17/94		12
		3/18/94		5		13			10-K, 424B5
		3/22/94		13
		3/24/94		12
		3/25/94		13					424B2
		4/15/94		14
		4/16/94		12
		4/21/94		12					DEF 14A
		5/16/94		14
		5/22/94		13
		5/26/94		17
		6/22/94		14
		7/22/94		16
		8/31/94		15
		9/21/94		14
		9/22/94		15
		9/26/94		15
		9/28/94		14
		10/18/94		14
		10/21/94		12
		11/9/94		17
		11/24/94		12
		12/8/94		5
		12/9/94		7
		12/21/94		14
		12/23/94		14
		12/24/94		5
		1/9/95		6
		1/19/95		5					SC 13G/A
		1/26/95		14
		2/6/95		16
		2/10/95		16					424B5
		2/22/95		12
		2/23/95		14
		2/25/95		14
		2/28/95		14					U-3A-2
		3/4/95		13
		3/15/95		14		16			10-K
		3/16/95		14
		3/21/95		16					DEFS14A, DEF 14A
		3/22/95		14
		3/24/95		14		16			424B5
		3/29/95		14
		3/30/95		15
		4/5/95		7		15
		4/12/95		7
		4/16/95		4		16
		4/19/95		14
		4/20/95		4		15
		4/21/95		5		15			424B5
		4/26/95		8
		4/28/95		12					424B5
		4/29/95		14
		5/11/95		4
		5/15/95		8					10-Q
		5/18/95		15		16
		5/19/95		12					424B5
		5/21/95		13
		5/24/95		8
		5/26/95		17					424B5, DEF 14A
		5/31/95		7
		6/15/95		4
		6/16/95		7		15			POS AM, 424B5
		6/18/95		7
		6/20/95		5		16
		6/22/95		4		7
		6/23/95		7					424B5
		6/30/95		7					10-Q
		7/8/95		7
		7/20/95		4		7
		7/26/95		5
		7/28/95		6					424B5
		7/31/95		13
		8/8/95		15
		8/11/95		6					10-Q, 424B5
		8/13/95		5
		8/16/95		5		14
		8/17/95		16
		8/18/95		6					424B5
		8/23/95		5					S-8
		8/24/95		4		6
		8/25/95		12					424B5
		8/30/95		5		13
		8/31/95		7
		9/1/95		14					424B5
		9/6/95		5
		9/11/95		4					8-K
		9/15/95		12					424B5, 8-K
		9/17/95		12
		9/18/95		6
		9/21/95		4		15
		9/24/95		7
		9/26/95		7
		9/28/95		14		16
		9/29/95		4		12			424B5
		10/1/95		12
		10/3/95		5		13
		10/12/95		6
		10/13/95		12					424B5
		10/17/95		7		16
		10/19/95		4		17
		10/20/95		5		13			424B5
		10/21/95		5
		10/27/95		6					424B5
		10/28/95		16
		11/16/95		7
		11/17/95		4					424B5
		11/23/95		7		15
		12/2/95		8		16
		12/11/95		8		16
		12/14/95		6		7
		12/15/95		17					424B5
		12/21/95		4		6
		12/23/95		8		16
		12/28/95		15
		12/29/95		7					424B5
		1/12/96		5		13			424B5, POS AM
		1/17/96		7
		1/18/96		4		16			8-K
		1/19/96		7					424B5, 424B3
		1/20/96		7		8
		1/22/96		8					424B4
		1/25/96		5
		1/26/96		6					424B5
		2/8/96		8
		2/11/96		13
		2/15/96		6					SC 13G/A
		2/16/96		8					424B5
		2/18/96		7
		2/20/96		5
		2/21/96		6					424B5
		2/22/96		5		16
		2/24/96		8
		2/25/96		8
		2/27/96		5		8			424B5
		2/28/96		6					S-3
		2/29/96		15					U-3A-2
		3/1/96		6		7			424B5
		3/2/96		8
		3/5/96		7
		3/7/96		5		16
		3/8/96		5		8			424B5
		3/9/96		6		14
		3/10/96		6		16
		3/11/96		16
		3/16/96		6		8
		3/19/96		7		8			424B5
		3/21/96		8
		3/22/96		4		6
		3/23/96		15
		3/26/96		7		8
		3/27/96		5		13
		3/29/96		8					424B5
		4/1/96		5		13			424B5
		4/5/96		8
		4/9/96		7
		4/12/96		5		7			424B5
		4/13/96		16
		4/16/96		8
		4/21/96		6
		4/22/96		5		13			DEF 14A
		4/23/96		6					8-K
		4/24/96		6
		5/23/96		7
		7/15/96		2
		8/12/96		7
		8/15/96		7
		8/18/96		7
		10/14/96		5		13
		10/29/96		17					424B5
		2/12/97		13
		2/19/97		15
		3/1/97		16
		3/11/97		2
		3/14/97		12					10-K, 424B5
		3/26/97		12
		4/2/97		16
		4/11/97		8					424B5
		4/22/97		17
		4/24/97		12					8-K
		5/1/97		17					8-K
		5/26/97		13
		5/29/97		6					424B5
		6/5/97		6					8-K
		6/14/97		5
		6/21/97		8
		7/11/97		13					424B5
		8/21/97		15					S-3, 8-K
		8/26/97		12
		8/29/97		12		13			424B5
For The Period Ended		12/31/97							11-K
		2/1/98		1		4
		2/13/98		4					424B5
Filed On / Filed As Of		3/26/98
		8/1/98		3		4
		2/1/8		1		4
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