<PAGE>   1
                                                                     EXHIBIT 4.4

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

                                       -
                             SUPPLEMENTAL INDENTURE
                                       TO
                            INDENTURE OF MORTGAGE AND
                                  DEED OF TRUST
                            DATED AS OF MARCH 1, 1944

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

                                 AS RESTATED IN
                           PART II OF THE TWENTY-NINTH
                SUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 1989
                     WHICH BECAME EFFECTIVE ON APRIL 1, 1994

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


                        MICHIGAN CONSOLIDATED GAS COMPANY

                                       TO

                                 CITIBANK, N.A.

                                       AND

                               ROBERT T. KIRCHNER

                                    TRUSTEES

                               DATED AS OF -, 20-

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


                   CREATING AN ISSUE OF FIRST MORTGAGE BONDS,
                                  DESIGNATED AS

                                COLLATERAL BONDS


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




<PAGE>   2


                        MICHIGAN CONSOLIDATED GAS COMPANY

                            - SUPPLEMENTAL INDENTURE
                               DATED AS OF -, 20-
                      SUPPLEMENTAL TO INDENTURE OF MORTGAGE
                                AND DEED OF TRUST
                            DATED AS OF MARCH 1, 1944

                               TABLE OF CONTENTS*

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


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
ARTICLE I ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, DESIGNATED AND
   DISTINGUISHED AS "COLLATERAL BONDS"............................................................................4

         SECTION 1................................................................................................4
         SECTION 2................................................................................................5
         SECTION 3................................................................................................6
         SECTION 4................................................................................................6
         SECTION 5................................................................................................7

ARTICLE II ISSUE OF COLLATERAL BONDS..............................................................................7


ARTICLE III THE TRUSTEES..........................................................................................7


ARTICLE IV MISCELLANEOUS PROVISIONS...............................................................................7
</TABLE>



* NOTE: The Table of Contents is not part of the original Indenture as executed.





<PAGE>   3

       THIS - SUPPLEMENTAL INDENTURE, dated as of the - day of -, 20-, between
MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and existing
under and by virtue of the laws of the State of Michigan (hereinafter called the
"Company"), having its principal place of business at 500 Griswold Street,
Detroit, Michigan, and CITIBANK, N.A. (formerly First National City Bank), a
national banking association incorporated and existing under and by virtue of
the laws of the United States of America, having an office at 111 Wall Street in
the Borough of Manhattan, The City of New York, New York, successor to CITY BANK
FARMERS TRUST COMPANY (hereinafter with its predecessors as trustee called the
"Mortgage Trustee"), and ROBERT T. KIRCHNER, having an office at 120 Wall
Street, 13th Floor, New York, New York, successor to RALPH E. MORTON, as
individual trustee (hereinafter with his predecessors as individual trustee
called the "Individual Trustee"), as Trustees under the Indenture hereinafter
mentioned (the Mortgage Trustee and Individual Trustee being hereinafter
together referred to as the "Trustees"):

       WHEREAS, the Company has heretofore executed and delivered to the
Trustees an Indenture of Mortgage and Deed of Trust (the "Original Indenture"),
dated as of March 1, 1944;

       WHEREAS, the Company has heretofore executed and delivered to the
Trustees the Twenty-ninth Supplemental Indenture, which became effective April
1, 1994, to provide for the modification and restatement of the Original
Indenture as previously amended (as so amended, supplemented and modified the
"Indenture"), and to secure the Company's First Mortgage Bonds, unlimited in
aggregate principal amount except as therein otherwise provided, issued pursuant
to the:

         Thirtieth Supplemental Indenture, dated as of September 1, 1991;
         Thirty-first Supplemental Indenture, dated as of December 15, 1991;
         Thirty-second Supplemental Indenture, dated as of January 5, 1993;
         Thirty-third Supplemental Indenture, dated as of May 1, 1995;
         Thirty-fourth Supplemental Indenture, dated as of November 1, 1996; and
         Thirty-fifth Supplemental Indenture, dated as of June 18, 1998;


       WHEREAS, at the date hereof there were outstanding First Mortgage Bonds
of the Company issued under the Indenture, of - series (all the outstanding
bonds of all other series having been previously retired) in the principal
amounts set forth below:

<TABLE>
<CAPTION>
                                                                                                       AMOUNT
                                                                                AMOUNT               OUTSTANDING
                         DESIGNATION OF SERIES                             INITIALLY ISSUED          AS OF -/-/-
                         ---------------------                             ----------------          -----------
<S>                                                                        <C>                      <C>
</TABLE>


                                       3

<PAGE>   4


and

         WHEREAS, the Company desires in and by this Supplemental Indenture to
establish an issue of bonds to be issued under the Indenture of the series
established under the Thirty-fifth Supplemental Indenture, to designate the
terms thereof, to specify the particulars necessary to describe and define the
same and to specify such other provisions and agreements in respect thereof as
are in the Indenture provided or permitted; and

         WHEREAS, all the conditions and requirements necessary to make this
Supplemental Indenture, when duly executed and delivered, a valid, binding and
legal instrument in accordance with its terms and for the purposes herein
expressed, have been done, performed and fulfilled, and the execution and
delivery of this Supplemental Indenture in the form and with the terms hereof
have been in all respects duly authorized;

         NOW, THEREFORE, it is agreed by and between the Company and the
Trustees as follows:

                                   ARTICLE I
        ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, DESIGNATED AND
                       DISTINGUISHED AS "COLLATERAL BONDS"

         SECTION 1. There is hereby established an issue of bonds to be issued
under and secured by the Indenture, to be known as "First Mortgage Bonds,"
designated and distinguished as "Collateral Bonds" of the Company (herein
collectively sometimes called the "Collateral Bonds") of the series established
under the Thirty-fifth Supplemental Indenture. The Collateral Bonds may be
issued without limitation as to aggregate principal amount except as provided in
the Indenture (including the Thirty-fifth Supplemental Indenture) and in this
Supplemental Indenture. The Collateral Bonds shall be registered bonds without
coupons and shall be dated as of the date of the authentication thereof by the
Mortgage Trustee.

         A separate issue of Collateral Bonds is being issued by the Company
hereunder contemporaneously with the issuance of a separate series of senior
debt securities of the Company designated as the Company's "[-%][Floating Rate]
Senior Notes due -" (the "Senior Notes") and is being issued and delivered to
Citibank, N.A., as trustee (in such capacity, together with any successor
trustee(s), the "Senior Trustee") under the Indenture, dated as of June 1, 1998,
as amended, supplemented and modified, governing such senior debt securities (as
so amended, supplemented and modified, the "Senior Indenture"), in such
capacity, as collateral for the benefit of the holders of the Senior Notes. The
series of such senior debt securities collateralized by any Collateral Bonds
issued hereunder shall be referred to as the "Related Notes" with respect to
such Collateral Bonds.

         The Collateral Bonds shall bear interest at such rate or rates and be
payable on such date or dates, shall mature and be subject to mandatory or
optional redemption on such date or dates and shall have such other terms and
provisions not inconsistent with the Indenture as are set forth in the form of
Collateral Bonds attached as Appendix I hereto (herein sometimes called the
"Bond Form").



                                       4
<PAGE>   5

         So long as there is no existing default in the payment of interest on
the Collateral Bonds, all Collateral Bonds authenticated by the Trustee after
the Record Date specified for any interest payment date, and prior to such
interest payment date (unless the issue date hereinafter specified is after such
Record Date) shall be dated the date of authentication, but shall bear interest
from such interest payment date, and the person in whose name any Collateral
Bond is registered at the close of business on any Record Date with respect to
any interest payment date shall be entitled to receive the interest payable on
such interest payment date notwithstanding any transfer or exchange of such
Collateral Bond subsequent to the Record Date and on or prior to such interest
payment date, except if and to the extent the Company shall default in the
payment of the interest due on such interest payment date, in which case such
defaulted interest shall be paid to the person in whose name such Collateral
Bond is registered on the Record Date for the interest payment date fixed by the
Company for the payment of such defaulted interest, provided that in no case
shall such Record Date be less than ten days after notice thereof shall have
been mailed to all registered holders of Collateral Bonds; and provided that
interest payable on a maturity date shall be payable to the person to whom the
principal thereof is payable. If the issue date of any Collateral Bond is after
such Record Date, such Bond shall bear interest from the issue date but payment
of interest shall commence on the second interest payment date next succeeding
the issue date. Any notice which is mailed as herein provided shall be
conclusively presumed to have been properly and sufficiently given on the date
of such mailing, whether or not the holder receives notice.

         The terms "Record Date" and "Business Day" as used herein are defined
in the Bond Form.

         The term "issue date" as used herein with respect to Collateral Bonds
of a designated interest rate and maturity shall mean the date of first
authentication of Collateral Bonds of such designated interest rate and
maturity.

         As used in this Section 1, the term "default in the payment of
interest" means failure to pay interest on the applicable interest payment date
disregarding any period of grace permitted by Section 9.01 of the Indenture.

         The Company shall make payments of the principal of, and premium or
interest on, the Collateral Bonds to the Senior Trustee, which payments shall be
applied by the Senior Trustee to satisfaction of obligations on the Related
Notes in respect of such Collateral Bonds.

         SECTION 2. The Collateral Bonds shall be redeemed if and to the extent
the Related Notes with respect to such Collateral Bonds are redeemed, as
provided in the Senior Indenture and in such Related Notes. The redemption price
in respect of any Collateral Bonds (including



                                       5
<PAGE>   6

principal, premium, if any, and interest thereon) shall be the redemption price
applicable to the Related Notes with respect to such Collateral Bonds. Any
notice required to be furnished to the holders of the Collateral Bonds or the
Trustees relating to the redemption of such Collateral Bonds shall be considered
furnished by the delivery of appropriate notice to the holders of the Related
Notes or the Senior Trustee, as the case may be, as provided in the Senior
Indenture and the Related Notes with respect to such Collateral Bonds. Any
redemption payment made by the Company on the Related Notes (whether for
principal, premium, if any, or interest) shall be applied by the Senior Trustee
as payment of the redemption price in respect of the correspondingly redeemed
Collateral Bonds. In the event the Related Notes with respect to a series of
Collateral Bonds are redeemed in part, an equivalent aggregate principal amount
of the corresponding series of Collateral Bonds shall be so redeemed, the Senior
Trustee, as holder of the Collateral Bonds as collateral for such Related Notes,
shall deliver to the Mortgage Trustee for cancellation an equivalent principal
amount of Collateral Bonds of the series corresponding to the Related Notes so
redeemed, and the Company shall execute and the Mortgage Trustee shall
authenticate and deliver, without charge, to the Senior Trustee, as holder
thereof, one or more new Collateral Bonds of authorized denominations for the
unredeemed balance of any Collateral Bonds surrendered for redemption in
connection with the redemption of the Related Notes.

         SECTION 3. The Collateral Bonds shall be registered bonds without
coupons. The Mortgage Trustee shall be the registrar and paying agent for the
Collateral Bonds, which duties it hereby accepts. Collateral Bonds may be issued
in the denomination of $1,000 or any integral multiple thereof.

         SECTION 4. The Collateral Bonds shall be exchangeable, at the option of
the registered owners thereof and upon surrender thereof at the corporate trust
office of the Trustee in the Borough of Manhattan, The City of New York, New
York, for registered bonds of the same aggregate principal amount and other
terms, but of different authorized denomination or denominations, such exchanges
to be made without service charge (except for any stamp tax or other
governmental charge).

         Every bond so surrendered shall be accompanied by a proper transfer
power duly executed by the registered owner or by duly authorized attorney
transferring such bond to the Company, and the signature to such transfer power
shall be guaranteed to the satisfaction of the Trustee. All bonds so surrendered
shall be forthwith canceled and delivered to or upon the order of the Company.
All bonds executed, authenticated and delivered in exchange for bonds so
surrendered shall be valid obligations of the Company, evidencing the same debt
as the bonds surrendered, and shall be secured by the same lien and be entitled
to the same benefits and protection as the bonds in exchange for which they are
executed, authenticated and delivered.

         The Company shall not be required to make any such exchange or any
registration of transfer (1) during a period of fifteen days next preceding any
interest payment date, but only if there is an existing default in the payment
of interest on the Collateral Bonds on which such payment is due or (2) after
the bond so presented for exchange or registration of transfer, or any portion
thereof, has been called for redemption and notice thereof given to the
registered owner.


                                       6
<PAGE>   7

         SECTION 5. Pending the preparation of definitive Collateral Bonds, the
Company may from time to time execute, and upon its written order, the Trustee
shall authenticate and deliver, in lieu of such definitive bonds and subject to
the same provisions, limitations and conditions, one or more temporary bonds, in
registered form, of any denomination specified in the written order of the
Company for the authentication and delivery thereof, and with such omissions,
insertions and variations as may be determined by the Board of Directors of the
Company. Such temporary bonds shall be substantially of the tenor of the bonds
to be issued as herein before recited, but such temporary bonds may, in lieu of
the statement of the specific redemption prices required to be set forth in
Collateral Bonds in definitive form.

         If any such temporary Collateral Bonds shall at any time be so
authenticated and delivered in lieu of definitive bonds, the Company shall upon
request at its own expense prepare, execute and deliver to the Trustee and
thereupon, upon the presentation and surrender of temporary bonds, the Trustee
shall authenticate and deliver in exchange therefor, without charge to the
holder, definitive bonds of the same series and other terms, if any, and for the
same principal sum in the aggregate as the temporary bonds surrendered. All
temporary bonds so surrendered shall be forthwith canceled by the Trustee and
delivered to or upon the order of the Company. Until exchanged for definitive
bonds the temporary bonds shall in all respects be entitled to the lien and
security of the Indenture and all supplemental indentures.

                                   ARTICLE II
                            ISSUE OF COLLATERAL BONDS

         Collateral Bonds in the aggregate principal amount of $-, in respect of
the Related Notes, may be executed, authenticated and delivered from time to
time as permitted by the provisions of the Indenture.

                                  ARTICLE III
                                  THE TRUSTEES

         The Trustees shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or the
due execution hereof by the Company, or for or in respect of the recitals and
statements contained herein, all of which recitals and statements are made
solely by the Company.

         Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustees by
reason of this Supplemental Indenture other than as set forth in the Indenture
and this Supplemental Indenture is executed and accepted on behalf of the
Trustees, subject to all the terms and conditions set forth in the Indenture, as
fully to all intents as if the same were herein set forth at length.

                                   ARTICLE IV
                            MISCELLANEOUS PROVISIONS

         Except insofar as herein otherwise expressly provided, all the
provisions, terms and conditions of the Indenture shall be deemed to be
incorporated in, and made a part of, this - Supplemental Indenture and the
Twenty-ninth Supplemental Indenture dated as of July 15, 1989, by the Thirtieth
Supplemental Indenture dated as of September 1, 1991, by the Thirty-first




                                       7
<PAGE>   8

Supplemental Indenture dated as of December 15, 1991, by the Thirty-second
Supplemental Indenture dated as of January 5, 1993, by the Thirty-third
Supplemental Indenture dated as of May 1, 1995, by the Thirty-fourth
Supplemental Indenture dated as of November 1, 1996, by the Thirty-fifth
Supplemental Indenture dated as of June 18, 1998 and by this Supplemental
Indenture is in all respects ratified and confirmed; and the Indenture and said
Supplemental Indentures shall be read, taken and construed as one and the same
instrument.

         Except to the extent specifically provided therein, no provision of
this Supplemental Indenture or any future supplemental indenture is intended to
modify, and the parties do hereby adopt and confirm, the provisions of Section
318(c) of the Trust Indenture Act, which amend and supersede provisions of the
Indenture in effect prior to November 15, 1990.

         Nothing in this Supplemental Indenture is intended, or shall be
construed, to give to any person or corporation, other than the parties hereto
and the holders of Collateral Bonds issued and to be issued under and secured by
the Indenture, any legal or equitable right, remedy or claim under or in respect
of this Supplemental Indenture, or under any covenant, condition or provision
herein contained, all the covenants, conditions and provisions of this
Supplemental Indenture being intended to be, and being, for the sole and
exclusive benefit of the parties hereto and of the holders of bonds issued and
to be issued under the Indenture and secured thereby.

         All covenants, promises and agreements in this Supplemental Indenture
contained by or on behalf of the Company shall bind its successors and assigns
whether so expressed or not.

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




                                       8
<PAGE>   9


         IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
Supplemental Indenture to be executed by its duly authorized Officer, and its
corporate seal to be hereunto affixed, duly attested by its
[Secretary][Assistant Secretary], and Citibank, N.A., as Mortgage Trustee as
aforesaid, has caused the same to be executed by one of its authorized
signatories and its corporate seal to be hereunto affixed, duly attested by
another one of its authorized signatories, and Robert T. Kirchner, as Individual
Trustee as aforesaid, has hereunto affixed his signature, on the respective
dates of their acknowledgments hereinafter set forth, as of the date and year
first above written.

MICHIGAN CONSOLIDATED GAS COMPANY

By                                       Attest:
      --------------------------                  ------------------------------
        Name:                                     Name:
        Tile:                                     Title:





Signed, sealed, acknowledged and
delivered by MICHIGAN CONSOLIDATED
GAS COMPANY in the presence of:

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

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

Citibank, N.A., as Mortgage Trustee,

By                                       Attest:
   -----------------------------                  ------------------------------




     --------------------------------
     Robert T. Kirchner
     as Individual Trustee
     111 Wall Street, 5th Floor
     New York, New York

         Signed, sealed, acknowledged and
         delivered by CITIBANK, N.A. and
         ROBERT T. KIRCHNER, in the presence of:

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

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



                                       9
<PAGE>   10


State of Michigan }
                  } ss.
County of Wayne   }

         The foregoing instrument was acknowledged before me this - day of -, by
-, of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, on behalf of
the corporation.

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

                                         Notary Public, Wayne County, Michigan
                                         My Commission Expires:

State of New York   }
                    } ss.
County of New York  }

         The foregoing instrument was acknowledged before me this - day of -, -,
by -, on behalf of the association, as Trustee, and Robert T. Kirchner, as
Individual Trustee as in said instrument described.

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

                                         Notary Public, State of New York
                                         No.
                                         Commission Expires:




<PAGE>   11

                                                                      APPENDIX I


                             FORM OF COLLATERAL BOND

No. R-1                                                         Principal Amount

                                                                $
                                                                 -------------


                        MICHIGAN CONSOLIDATED GAS COMPANY
                   FIRST MORTGAGE BONDS, COLLATERAL SERIES __
                                being a series of
                              FIRST MORTGAGE BONDS


ORIGINAL ISSUE DATE:                                MATURITY DATE:
                     ------------                                 --------------

THE FIRST MORTGAGE BONDS, COLLATERAL SERIES    (HEREINAFTER, "COLLATERAL
BONDS"), REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED AND DELIVERED BY THE
COMPANY TO CITIBANK, N.A., AS TRUSTEE (IN SUCH CAPACITY, THE "SENIOR TRUSTEE")
UNDER AN INDENTURE, DATED AS OF JUNE 1, 1998, BETWEEN THE COMPANY AND THE SENIOR
TRUSTEE, AS AMENDED, SUPPLEMENTED AND MODIFIED FROM TIME TO TIME AND AS
SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE THERETO DATED AS OF              (AS
SO AMENDED, SUPPLEMENTED AND MODIFIED, THE "SENIOR INDENTURE"). THE COLLATERAL
BONDS ARE TO BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF $-
AGGREGATE PRINCIPAL AMOUNT OF - NOTES DUE - (THE "RELATED NOTES") ISSUED
PURSUANT TO THE SENIOR INDENTURE.

THE COLLATERAL BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A
SUCCESSOR TRUSTEE) UNTIL THE EARLIER OF THE RELEASE DATE (AS DEFINED BELOW) OR
THE PRIOR RETIREMENT OF THE RELATED NOTES THROUGH REDEMPTION, REPURCHASE OR
OTHERWISE.

THE INTEREST RATE ON THE COLLATERAL BONDS SHALL AT ALL TIMES BE IDENTICAL TO
THAT OF, AND SHALL BE ESTABLISHED IN THE MANNER SET FORTH IN, THE RELATED NOTES,
A FORM OF WHICH IS ANNEXED HERETO AS APPENDIX I.

THE INTEREST PAYMENT DATES IN RESPECT OF THE COLLATERAL BONDS SHALL AT ALL TIMES
BE IDENTICAL TO THOSE OF, AND SHALL BE ESTABLISHED IN THE MANNER SET FORTH IN,
THE RELATED NOTES.

THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND
INTEREST ON, THE COLLATERAL BONDS, TO THE SENIOR TRUSTEE, WHICH PAYMENTS SHALL
BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE
RELATED NOTES.


                                      I-1
<PAGE>   12

THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE RELATED
BONDS.

         MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises to pay
to CITIBANK, N.A., as trustee for the benefit of the holders of the Related
Notes, or registered assigns (in such capacity, the "Senior Trustee"), the sum
of            Dollars ($       ) on the Maturity Date specified above, at the
corporate trust office of the Mortgage Trustee hereinafter named in the Borough
of Manhattan, The City of New York, New York, or at the principal office of any
successor in trust, in lawful money of the United States of America, and to pay
interest thereon at the Interest Rate(s) from time to time specified in or
determined pursuant to the Related Notes, in like lawful money payable at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, New York on such interest payment date(s) and on the Maturity Date (each
an "Interest Payment Date") as provided in the Related Notes, from the Original
Issue Date specified above or from the most recent Interest Payment Date to
which interest has been paid, commencing on the Interest Payment Date next
succeeding the Original Issue Date, until the Company's obligation with respect
to the payment of such principal sum shall be discharged as provided in the
Secured Indenture hereinafter mentioned and the Senior Indenture. If the date of
the Collateral Bonds represented by this certificate is after a Record Date (as
defined below) with respect to any Interest Payment Date and prior to such
Interest Payment Date, then payment of interest shall commence on the second
Interest Payment Date succeeding such date. If the Company shall default in the
payment of interest due on any Interest Payment Date, then interest shall be
payable from the next preceding Interest Payment Date to which interest has been
paid, or, if no such interest has been paid on the Collateral Bonds represented
by this certificate, from the Original Issue Date. So long as there is no
existing default in the payment of interest, the person in whose name the
Collateral Bonds represented by this certificate were registered at the close of
business on the relevant Record Date with respect to an Interest Payment Date
shall be entitled to receive the interest payable on such Interest Payment Date,
except that if the Company shall default in the payment of interest due on such
Interest Payment Date, such defaulted interest shall be paid to the person in
whose name the Collateral Bonds represented by this Certificate are registered
on the Record Date for the Interest Payment Date fixed by the Company for the
payment of such defaulted interest, provided that in no case shall such Record
Date be less than ten days after notice thereof shall have been mailed to all
registered holders of Collateral Bonds. The term "Record Date" as used herein
with respect to any Interest Payment Date shall mean the last Business Day which
is more than ten calendar days prior to such Interest Payment Date.

         "Business Day" means any day other than a Saturday or Sunday or a day
on which banking institutions in The City of New York are required or authorized
to close and, in the case of Related Notes in the Floating Rate Mode (as defined
in the form of Related Note), a day that is also a London Business Day. "London
Business Day" means any day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.

         The bonds represented by this certificate, of the series hereinafter
specified, are bonds of the Company (herein called the "bonds") known as its
"First Mortgage Bonds," issued and to be issued in one or more series under, and
all equally and ratably secured by, an Indenture of Mortgage and Deed of Trust
dated as of March 1, 1944, duly executed by the Company to City



                                      I-2
<PAGE>   13
 Bank Farmers Trust Company (now known as Citibank, N.A., successor trustee, as
"Mortgage Trustee") and Ralph E. Morton (Robert T. Kirchner, successor
individual trustee and, together with Citibank, N.A., the "Secured Trustees") as
restated in Part II of the Twenty-ninth Supplemental Indenture dated as of July
15, 1989, which became effective on April 1, 1994, to which indenture and all
indentures supplemental thereto executed on and after July 15, 1989 reference is
hereby made for a description of the property mortgaged and pledged, the nature
and extent of the security, the terms and conditions upon which the bonds are,
and are to be, issued and secured, and the rights of the holders of the bonds
and of the Secured Trustees in respect of such security (which indenture and all
indentures supplemental thereto, including the Thirty-fifth Supplemental
Indenture, dated as of June 18, 1998, as supplemented by the Supplemental
Indenture dated as of -, are hereinafter collectively called the "Secured
Indenture"). As provided in the Secured Indenture, the bonds may be for various
principal sums and are issuable in series, which may mature at different times,
may bear interest at different rates and may otherwise vary as therein provided.
The bonds represented by this certificate are part of a Series designated
"Collateral Bonds," herein called Collateral Bonds, created by the Thirty-fifth
Supplemental Indenture, dated as of June 18, 1998, as supplemented by the -
Supplemental Indenture dated as of -, as provided for in the Secured Indenture.

         With the consent of the Company and to the extent permitted by and as
provided in the Secured Indenture and the Senior Indenture, the rights and
obligations of the Company and/or the rights of the holders of the Collateral
Bonds of the - Series and/or the terms and provisions of the Secured Indenture
may be modified or altered by such affirmative vote or votes of the holders of
the Related Notes then outstanding as are specified in the Senior Indenture.

         The Collateral Bonds shall be redeemed if and to the extent Related
Notes are redeemed, as provided in the Senior Indenture with respect to the
Related Notes and in the Related Notes.

         In case an Event of Default as defined in the Secured Indenture or the
Senior Indenture shall occur, the principal of the Collateral Bonds may become
or be declared due and payable in the manner, with the effect, and subject to
the conditions provided in the Secured Indenture and the Senior Indenture.

         The Senior Trustee has agreed pursuant to the Senior Indenture to hold
the Collateral Bonds as collateral for the benefit of the holders of the Related
Notes under all circumstances and not to transfer (except to a successor
trustee) such Collateral Bonds until the earlier of the Release Date or the
prior retirement of the Related Notes through redemption, repurchase or
otherwise. "Release Date" means the date on which all First Mortgage Bonds of
the Company issued and outstanding under the Secured Indenture, other than the
Collateral Bonds, have been retired (at, before or after the maturity thereof)
through payment, redemption or otherwise provided that no default or event of
default has occurred and is continuing under the Senior Indenture. On the
Release Date, the Senior Trustee shall deliver to the Company for cancellation
all Collateral Bonds, and the Company shall cause the Senior Trustee to provide
notice to all holders of Related Notes of the occurrence of the Release Date. As
a result, on the Release Date, the Collateral Bonds shall cease to secure the
Related Notes. Following the Release Date, the Company shall cause the Secured
Indenture to be closed, and the Company shall not issue any additional
Collateral Bonds to be issued thereunder. From and after the Release Date, the
Company's obligations in respect of the Collateral Bonds shall be satisfied and
discharged.


                                      I-3
<PAGE>   14

         No recourse shall be had for the payment of the principal of, or the
interest on, the Collateral Bonds, or for any claim based hereon or otherwise in
respect of the Collateral Bonds or the Secured Indenture, Senior Indenture or
any indenture supplemental to either thereof, or against any incorporator,
stockholder, director or officer, past, present or future, of the Company, as
such, or any predecessor or successor corporation, either directly or through
the Company or any such predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability, whether at common law,
in equity, by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being waived and released by the owner
hereof and every owner of any Related Note by the acceptance of the Collateral
Bonds or such Related Note, as the case may be, and as part of the consideration
for the issue thereof, and being likewise waived and released pursuant to the
Secured Indenture and the Senior Indenture.

         The Collateral Bonds shall not be valid or become obligatory for any
purpose unless and until the certificate of authentication hereon shall have
been manually executed by the Mortgage Trustee or its successor in trust under
the Secured Indenture.




                                      I-4
<PAGE>   15


         IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
certificate to be executed under its name with the signature of its duly
authorized Officer, under its corporate seal, which may be a facsimile, attested
with the signature of its [Secretary] [Assistant Secretary.]


  Dated:
          ---------------

                                             MICHIGAN CONSOLIDATED GAS COMPANY


                                             By:
                                                --------------------------------

Attest:



         The bonds represented by this certificate constitute Collateral Bonds
of the series designated and described in the within-mentioned Secured
Indenture.

                                             CITIBANK, N.A., as Mortgage Trustee


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



                                      I-5