EX-4-250






Exhibit 4-250




Executed in 78 Counterparts

of which this is Counterpart No. ___




 





FORTY-FIRST

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.,

TRUSTEE

DATED AS OF AUGUST 1, 2008




 






CREATING TWO ISSUES OF FIRST MORTGAGE BONDS,

DESIGNATED AS

2008 SERIES H COLLATERAL BONDS

2008 SERIES I COLLATERAL BONDS




 





 









 





MICHIGAN CONSOLIDATED GAS COMPANY




FORTY-FIRST SUPPLEMENTAL INDENTURE

DATED AS OF AUGUST 1, 2008

SUPPLEMENTAL TO INDENTURE OF MORTGAGE

AND DEED OF TRUST

DATED AS OF MARCH 1, 1944


TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE	 
	ARTICLE I ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, OF THE SERIES DESIGNATED AND
DISTINGUISHED AS “2008 SERIES H BONDS”
	 	 	4	 
	 
	 	 	 	 
	SECTION 1
	 	 	4	 
	SECTION 2
	 	 	10	 
	SECTION 3
	 	 	10	 
	SECTION 4
	 	 	10	 
	SECTION 5
	 	 	11	 
	 
	 	 	 	 
	ARTICLE II ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, OF THE SERIES DESIGNATED AND
DISTINGUISHED AS “2008 SERIES I BONDS”
	 	 	11	 
	 
	 	 	 	 
	SECTION 1
	 	 	11	 
	SECTION 2
	 	 	17	 
	SECTION 3
	 	 	17	 
	SECTION 4
	 	 	17	 
	SECTION 5
	 	 	18	 
	 
	 	 	 	 
	ARTICLE III ISSUE OF COLLATERAL BONDS
	 	 	18	 
	 
	 	 	 	 
	ARTICLE IV THE TRUSTEE
	 	 	18	 
	 
	 	 	 	 
	ARTICLE V RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF JUNE 1, 2008
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VI MISCELLANEOUS PROVISIONS
	 	 	20	 






2









 






     THIS FORTY-FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st day of August, 2008,
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 2000 2nd Avenue, Detroit, Michigan, and CITIBANK, N.A., a
national banking association incorporated and existing under and by virtue of the laws of the
United States of America, having an office at 388 Greenwich Street in the Borough of Manhattan, the
City of New York, New York, as successor trustee (hereinafter with its predecessors as trustee
called the “Mortgage Trustee” or the “Trustee”):



     WHEREAS, the Company has heretofore executed and delivered to the Trustee 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 Trustee 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;

Thirty-fifth Supplemental Indenture, dated as of June 18, 1998;

Thirty-sixth Supplemental Indenture, dated as of August 15, 2001;

Thirty-seventh Supplemental Indenture, dated as of February 15, 2003;

Thirty-eighth Supplemental Indenture, dated as of October 1, 2004;

Thirty-ninth Supplemental Indenture, dated as of April 1, 2008; and

Fortieth Supplemental Indenture, dated as of June 1, 2008;




     WHEREAS, at the date hereof there were outstanding First Mortgage Bonds of the Company issued
under the Indenture, of 10 series in the principal amounts set forth below (including Collateral
Bonds):



	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	Amount
	            Designation of Series	 	Initially Issued	 	Outstanding
	First Mortgage Bonds

(Secured Term Notes, Series B)

81/4% Series due 2014
	 	$	80,000,000	 	 	$	80,000,000	 
	 
	First Mortgage Bonds

(Secured Medium-Term Notes, Series B)

7.06% Series due 2012
	 	$	40,000,000	 	 	$	40,000,000	 
	 
	Collateral Bonds

(Remarketable Securities)

Collateral Series A
	 	$	75,000,000	 	 	$	75,000,000	 







3









 






	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	Amount
	               Designation of Series	 	Initially Issued	 	Outstanding
	Collateral Bonds

(Senior Notes)

61/8% Collateral Bonds due 2008
	 	$	200,000,000	 	 	$	200,000,000	 
	5.70% Collateral Bonds due 2033
	 	$	200,000,000	 	 	$	200,000,000	 
	2004 Series E Collateral Bonds
	 	$	120,000,000	 	 	$	120,000,000	 
	2008 Series A Collateral Bonds
	 	$	60,000,000	 	 	$	60,000,000	 
	2008 Series B Collateral Bonds
	 	$	100,000,000	 	 	$	100,000,000	 
	2008 Series C Collateral Bonds
	 	$	25,000,000	 	 	$	25,000,000	 
	2008 Series F Collateral Bonds
	 	$	75,000,000	 	 	$	75,000,000	 







     WHEREAS, the Company desires in and by this Supplemental Indenture to establish two issues 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, in consideration of the premises and in further consideration of the sum of
One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or
before the execution and delivery of this Forty-first Supplemental Indenture, the receipt whereof
is hereby acknowledged, and of other good and valuable consideration, it is agreed by and between
the Company and the Trustee as follows:



ARTICLE I

ESTABLISHMENT OF AN ISSUE OF

FIRST MORTGAGE BONDS, OF THE SERIES

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, designated “2008 Series H Collateral Bonds,” (the
“Series H 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 “5.94% Senior Notes, 2008 Series H due 2015” (the “Series H Notes”) and is being



4









 




issued and assigned 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 Series H Notes. The series of such senior debt securities collateralized by
the Series H Bonds issued hereunder shall be referred to as the “Series H Notes” with respect to
such Series H Bonds.




     The issue of the Series H Bonds established hereby 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 Series H Bonds, and the form of Trustee’s
Certificate to be endorsed on such bonds, as are set forth substantially in the following forms
respectively (herein sometimes called the “Series H Bond Form”):



			
	 	 	 
	No. R-1
	 	Principal Amount






$140,000,000




MICHIGAN CONSOLIDATED GAS COMPANY

FIRST MORTGAGE BONDS, 2008 SERIES H COLLATERAL BONDS

being a series of

FIRST MORTGAGE BONDS




ORIGINAL ISSUE DATE: AUGUST 20, 2008




MATURITY DATE: SEPTEMBER 1, 2015



THE FIRST MORTGAGE BONDS, 2008 SERIES H COLLATERAL BONDS (HEREINAFTER, “SERIES H 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 AUGUST 1, 2008 (THE “NOTE
INDENTURE”) (AS SO AMENDED, SUPPLEMENTED AND MODIFIED, THE “SENIOR INDENTURE”). THE SERIES H BONDS
ARE TO BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF $140,000,000 AGGREGATE
PRINCIPAL AMOUNT OF 5.94% SENIOR NOTES, 2008 SERIES H DUE 2015 (THE “SERIES H NOTES”) ISSUED
PURSUANT TO THE SENIOR INDENTURE. THE SERIES H NOTES ARE THE “RELATED NOTES” WITH RESPECT TO THE
SERIES H BONDS WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



THE SERIES H BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A SUCCESSOR TRUSTEE UNDER
THE SENIOR INDENTURE OR, SUBJECT TO COMPLIANCE WITH APPLICABLE LAW, AS MAY BE INVOLVED IN THE
COURSE OF THE EXERCISE OF RIGHTS AND REMEDIES CONSEQUENT UPON AN EVENT OF DEFAULT
UNDER THE SENIOR INDENTURE) UNTIL THE EARLIER OF THE RELEASE DATE (AS




5









 





DEFINED BELOW) OR THE PRIOR
RETIREMENT OF THE RELATED NOTES THROUGH REDEMPTION, REPURCHASE OR OTHERWISE.



THE INTEREST RATE ON THE SERIES H BONDS SHALL AT ALL TIMES BE IDENTICAL TO THAT OF, AND SHALL BE
ESTABLISHED IN THE MANNER SET FORTH IN, THE SERIES H NOTES.



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



THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND MAKE-WHOLE AMOUNT (AS DEFINED IN THE
SENIOR INDENTURE), IF ANY, AND INTEREST ON, THE SERIES H BONDS, TO THE SENIOR TRUSTEE, WHICH
PAYMENTS SHALL BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE SERIES H
NOTES.



IN ADDITION TO THE PAYMENT OF PRINCIPAL AND INTEREST ON THE SERIES H BONDS IN THE EVENT ANY
MAKE-WHOLE AMOUNT (AS DEFINED IN THE SENIOR INDENTURE) SHALL BE REQUIRED TO BE PAID BY THE COMPANY
ON THE SERIES H NOTES, THERE SHALL BE DUE AND PAYABLE ON THE SERIES H BONDS AN ADDITIONAL AMOUNT
EQUAL TO SUCH MAKE-WHOLE AMOUNT WHICH SHALL BE PAID BY THE COMPANY IN THE AMOUNTS AND ON THE DATES
REQUIRED FOR THE PAYMENT OF ANY SUCH AMOUNTS UNDER THE SENIOR INDENTURE.



THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE SERIES H NOTES.




     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 Series H Notes, or registered assigns (in such capacity, the “Senior
Trustee”), the sum of One hundred forty million Dollars ($140,000,000) 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 Series H 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 Series H Notes, from the Original Issue Date specified
above or from the most recent Interest Payment Date to which interest has been paid, commencing on
March 1, 2009, until the Company’s obligation with respect to the payment of such principal sum
shall be discharged as provided in the Indenture hereinafter mentioned and the Senior Indenture.
If the date of the Series H 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 Series H 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



6









 




Series H 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 Series H 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 Series H Bonds. The term “Record Date”
as used herein with respect to any Interest Payment Date otherwise shall mean the fifteenth
calendar day (whether or not a Business Day) prior to such Interest Payment Date.




     “Business Day” means any day other than a day on which banking institutions in the State of
New York or the State of Michigan are authorized or obligated pursuant to law or executive order to
close. In the event that any Interest Payment Date, redemption date or maturity date is not a
Business Day, then the required payment of principal, Make-Whole Amount, if any, and interest will
be made on the next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay).



     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 Citibank,
N.A., successor trustee (“Mortgage Trustee”) 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 Mortgage Trustee in respect of such security
(which indenture and all indentures supplemental thereto, including the Forty-first Supplemental
Indenture dated as of August 1, 2008, are hereinafter collectively called the “Indenture”). As
provided in the 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 Forty-first Supplemental Indenture
dated as of August 1, 2008, as provided for in the Indenture.



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



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



     In case an Event of Default as defined in the Indenture or the Senior Indenture shall occur,
the principal of the Series H Bonds may become or be declared due and payable in the



7









 







manner, with the effect, and subject to the conditions provided in the Indenture and the
Senior Indenture.



     The Senior Trustee has agreed pursuant to the Senior Indenture to hold the Series H Bonds as
collateral for the benefit of the holders of the Series H Notes under all circumstances and not to
transfer (except to a successor trustee or, subject to compliance with applicable law, as may be
involved in the course of exercise of rights and remedies consequent upon an Event of Default under
the Senior Indenture) such Series H Bonds until the earlier of the Release Date or the prior
retirement of the Series H 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
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, at such time, is continuing under the Senior Indenture. On the Release Date, the
Senior Trustee shall deliver to the Company for cancellation all Series H Bonds, and the Company
shall cause the Senior Trustee to provide notice to all holders of Series H Notes of the occurrence
of the Release Date. As a result, on the Release Date, the Series H Bonds shall cease to secure
the Series H Notes and the Series H Notes instead will be secured by substituted Collateral Bonds.
Following the Release Date, the Company shall cause the Indenture to be closed, and the Company
shall not issue any additional Collateral Bonds thereunder. From and after the Release Date, the
Company’s obligations in respect of the Series H Bonds shall be satisfied and discharged.



     No recourse shall be had for the payment of the principal of, Make-Whole Amount, if any, or
the interest on, the Series H Bonds, or for any claim based hereon or otherwise in respect of the
Series H Bonds or the Indenture, the Senior Indenture or any indenture supplemental to either
thereof, 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 Series H Note by the acceptance of the Series H Bonds or such Series H 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 Indenture and the Senior Indenture.



     This bond 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 Indenture.



     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 Corporate Secretary.



     Dated:



	 	 	 	 	 
	 	MICHIGAN CONSOLIDATED GAS COMPANY

 	 
	 	By:  	 	 
	 	 	N.A. Khouri 	 
	 	 	Vice President and Treasurer 	 
	 




8









 





Attest:




	 	 	 	 	 
	 	 	 
	By:  	 	 
	 	Sandra Kay Ennis 	 
	 	Corporate Secretary 	 
	 




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



	 	 	 	 	 
	 	CITIBANK, N.A., as Mortgage Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



[End of Bond Form]





     So long as there is no existing default in the payment of interest on the Series H Bonds, all
Series H 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 Series H Bonds 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 Series H Bonds 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 Series H Bonds is registered on the Record Date for the special 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 Series H 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 Series
H Bonds is after such Record Date, such Series H Bonds 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 “Interest Payment Date”, “Record Date” and “Business Day” as used herein are defined
in the Series H Bond Form.



     The term “issue date” as used herein with respect to the issue of Series H Bonds established
hereby shall mean the date of first authentication of such Series H Bonds.



9









 





     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 Make-Whole Amount or interest on, the
Series H Bonds to the Senior Trustee, which payments shall be applied by the Senior Trustee in
satisfaction of obligations on the Series H Notes in respect of such Series H Bonds.



     SECTION 2. The issue of Series H Bonds established hereby shall be redeemed if and to the
extent the Series H Notes are redeemed, as provided in the Senior Indenture and in such Series H
Notes. The redemption price in respect of any Series H Bonds (including principal, Make-Whole
Amount, if any, and interest thereon) shall be the redemption price applicable to the Series H
Notes. Any notice required to be furnished to the holders of the Series H Bonds or the Trustee
relating to the redemption of such Series H Bonds shall be considered furnished by the delivery of
appropriate notice to the holders of the Series H Notes or the Senior Trustee, as the case may be,
as provided in the Senior Indenture and the Series H Notes. Any redemption payment made by the
Company on the Series H Notes (whether for principal, Make-Whole Amount, if any, or interest) shall
be applied by the Senior Trustee as payment of the redemption price in respect of the
correspondingly redeemed Series H Bonds. In the event the Series H Notes are redeemed in part, an
equivalent aggregate principal amount of the Series H Bonds shall be so redeemed, the Senior
Trustee, as holder of the Series H Bonds as collateral for such Series H Notes, shall deliver to
the Mortgage Trustee for cancellation an equivalent principal amount of the Series H Bonds
corresponding to the Series H 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 Series H Bonds of authorized denominations for the unredeemed balance of any Series
H Bonds surrendered for redemption in connection with the redemption of the Series H Notes.



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



     SECTION 4. As further provided in the Series H Bond Form, the Series H Bonds shall not be
assignable or transferable except as may be set forth under Article IV of the Senior Indenture, or,
subject to compliance with applicable law, as may be involved in the course of the exercise of
rights and remedies consequent upon an Event of Default under the Senior Indenture. Subject to the
foregoing, the Series H Bonds shall be exchangeable 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



10









 




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 Series H 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.



     SECTION 5. Pending the preparation of definitive Series H 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.



     If any such temporary Series H 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

ESTABLISHMENT OF AN ISSUE OF

FIRST MORTGAGE BONDS, OF THE SERIES

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, designated “2008 Series I Collateral Bonds,” (the
“Series I 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 “6.36% Senior
Notes, 2008 Series I due 2020” (the “Series I Notes”) and is being issued and assigned 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 Series I Notes. The series of such senior debt securities collateralized by



11









 







the Series I Bonds issued hereunder shall be referred to as the “Series I Notes” with respect to
such Series I Bonds.



     The issue of the Series I Bonds established hereby 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 Series I Bonds, and the form of Trustee’s
Certificate to be endorsed on such bonds, as are set forth substantially in the following forms
respectively (herein sometimes called the “Series I Bond Form”):



			
	 No. R-1
	 	Principal Amount






$50,000,000




MICHIGAN CONSOLIDATED GAS COMPANY

FIRST MORTGAGE BONDS, 2008 SERIES I COLLATERAL BONDS

being a series of

FIRST MORTGAGE BONDS




ORIGINAL ISSUE DATE: AUGUST 20, 2008




MATURITY DATE: SEPTEMBER 1, 2020



THE FIRST MORTGAGE BONDS, 2008 SERIES I COLLATERAL BONDS (HEREINAFTER, “SERIES I 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 AUGUST 1, 2008 (THE “NOTE
INDENTURE”) (AS SO AMENDED, SUPPLEMENTED AND MODIFIED, THE “SENIOR INDENTURE”). THE SERIES I BONDS
ARE TO BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF $50,000,000 AGGREGATE
PRINCIPAL AMOUNT OF 6.36% SENIOR NOTES, 2008 SERIES I DUE 2020 (THE “SERIES I NOTES”) ISSUED
PURSUANT TO THE SENIOR INDENTURE. THE SERIES I NOTES ARE THE “RELATED NOTES” WITH RESPECT TO THE
SERIES I BONDS WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



THE SERIES I BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A SUCCESSOR TRUSTEE UNDER
THE SENIOR INDENTURE OR, SUBJECT TO COMPLIANCE WITH APPLICABLE LAW, AS MAY BE INVOLVED IN THE
COURSE OF THE EXERCISE OF RIGHTS AND REMEDIES CONSEQUENT UPON AN EVENT OF DEFAULT UNDER THE SENIOR
INDENTURE) UNTIL THE EARLIER OF THE RELEASE DATE (AS DEFINED BELOW) OR THE PRIOR RETIREMENT OF THE
RELATED NOTES THROUGH REDEMPTION, REPURCHASE OR OTHERWISE.




12









 







THE INTEREST RATE ON THE SERIES I BONDS SHALL AT ALL TIMES BE IDENTICAL TO THAT OF, AND SHALL BE
ESTABLISHED IN THE MANNER SET FORTH IN, THE SERIES I NOTES.



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



THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND MAKE-WHOLE AMOUNT (AS DEFINED IN THE
SENIOR INDENTURE), IF ANY, AND INTEREST ON, THE SERIES I BONDS, TO THE SENIOR TRUSTEE, WHICH
PAYMENTS SHALL BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE SERIES I
NOTES.



IN ADDITION TO THE PAYMENT OF PRINCIPAL AND INTEREST ON THE SERIES I BONDS IN THE EVENT ANY
MAKE-WHOLE AMOUNT (AS DEFINED IN THE SENIOR INDENTURE) SHALL BE REQUIRED TO BE PAID BY THE COMPANY
ON THE SERIES I NOTES, THERE SHALL BE DUE AND PAYABLE ON THE SERIES I BONDS AN ADDITIONAL AMOUNT
EQUAL TO SUCH MAKE-WHOLE AMOUNT WHICH SHALL BE PAID BY THE COMPANY IN THE AMOUNTS AND ON THE DATES
REQUIRED FOR THE PAYMENT OF ANY SUCH AMOUNTS UNDER THE SENIOR INDENTURE.



THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE SERIES I NOTES.




     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 Series I Notes, or registered assigns (in such capacity, the “Senior
Trustee”), the sum of Fifty million Dollars ($50,000,000) 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 Series I 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 Series I Notes, from the Original Issue Date specified above or from the
most recent Interest Payment Date to which interest has been paid, commencing on March 1, 2009,
until the Company’s obligation with respect to the payment of such principal sum shall be
discharged as provided in the Indenture hereinafter mentioned and the Senior Indenture. If the
date of the Series I 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 Series I 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 Series I 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



13









 







Interest Payment Date, such defaulted interest shall be paid to the person in whose name the
Series I 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 Series I Bonds. The term “Record Date” as used herein with respect to
any Interest Payment Date otherwise shall mean the fifteenth calendar day (whether or not a
Business Day) prior to such Interest Payment Date.



     “Business Day” means any day other than a day on which banking institutions in the State of
New York or the State of Michigan are authorized or obligated pursuant to law or executive order to
close. In the event that any Interest Payment Date, redemption date or maturity date is not a
Business Day, then the required payment of principal, Make-Whole Amount, if any, and interest will
be made on the next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay).



     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 Citibank,
N.A., successor trustee (“Mortgage Trustee”) 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 Mortgage Trustee in respect of such security
(which indenture and all indentures supplemental thereto, including the Forty-first Supplemental
Indenture dated as of August 1, 2008, are hereinafter collectively called the “Indenture”). As
provided in the 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 Forty-first Supplemental Indenture
dated as of August 1, 2008, as provided for in the Indenture.



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



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



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



     The Senior Trustee has agreed pursuant to the Senior Indenture to hold the Series I Bonds as
collateral for the benefit of the holders of the Series I Notes under all circumstances



14









 







and not to transfer (except to a successor trustee or, subject to compliance with applicable
law, as may be involved in the course of exercise of rights and remedies consequent upon an Event
of Default under the Senior Indenture) such Series I Bonds until the earlier of the Release Date or
the prior retirement of the Series I 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 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, at such time, is continuing under the Senior Indenture. On the Release Date, the
Senior Trustee shall deliver to the Company for cancellation all Series I 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 Series I Bonds shall cease to secure
the Series I Notes and the Series I Notes instead will be secured by substituted Collateral Bonds.
Following the Release Date, the Company shall cause the Indenture to be closed, and the Company
shall not issue any additional Collateral Bonds thereunder. From and after the Release Date, the
Company’s obligations in respect of the Series I Bonds shall be satisfied and discharged.



     No recourse shall be had for the payment of the principal of, Make-Whole Amount, if any, or
the interest on, the Series I Bonds, or for any claim based hereon or otherwise in respect of the
Series I Bonds or the Indenture, the Senior Indenture or any indenture supplemental to either
thereof, 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 Series I Note by the acceptance of the Series I Bonds or such Series I 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 Indenture and the Senior Indenture.



     This bond 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 Indenture.



     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 Corporate Secretary.



     Dated:



	 	 	 	 	 
	 	MICHIGAN CONSOLIDATED GAS COMPANY

 	 
	 	By:  	 	 
	 	 	N.A. Khouri 	 
	 	 	Vice President and Treasurer 	 
	 




15









 





Attest:




	 	 	 	 	 
	 	 	 
	By:  	 	 
	 	Sandra Kay Ennis 	 
	 	Corporate Secretary 	 
	 




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



	 	 	 	 	 
	 	CITIBANK, N.A., as Mortgage Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



[End of Bond Form]





     So long as there is no existing default in the payment of interest on the Series I Bonds, all
Series I 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 Series I Bonds 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 Series I Bonds 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 Series I Bonds is registered on the Record Date for the special 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 Series I 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 Series
I Bonds is after such Record Date, such Series I Bonds 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 “Interest Payment Date”, “Record Date” and “Business Day” as used herein are defined
in the Series I Bond Form.



     The term “issue date” as used herein with respect to the issue of Series I Bonds established
hereby shall mean the date of first authentication of such Series I Bonds.



16









 





     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 Make-Whole Amount or interest on, the
Series I Bonds to the Senior Trustee, which payments shall be applied by the Senior Trustee in
satisfaction of obligations on the Series I Notes in respect of such Series I Bonds.



     SECTION 2. The issue of Series I Bonds established hereby shall be redeemed if and to the
extent the Series I Notes are redeemed, as provided in the Senior Indenture and in such Series I
Notes. The redemption price in respect of any Series I Bonds (including principal, Make-Whole
Amount, if any, and interest thereon) shall be the redemption price applicable to the Series I
Notes. Any notice required to be furnished to the holders of the Series I Bonds or the Trustee
relating to the redemption of such Series I Bonds shall be considered furnished by the delivery of
appropriate notice to the holders of the Series I Notes or the Senior Trustee, as the case may be,
as provided in the Senior Indenture and the Series I Notes. Any redemption payment made by the
Company on the Series I Notes (whether for principal, Make-Whole Amount, if any, or interest) shall
be applied by the Senior Trustee as payment of the redemption price in respect of the
correspondingly redeemed Series I Bonds. In the event the Series I Notes are redeemed in part, an
equivalent aggregate principal amount of the Series I Bonds shall be so redeemed, the Senior
Trustee, as holder of the Series I Bonds as collateral for such Series I Notes, shall deliver to
the Mortgage Trustee for cancellation an equivalent principal amount of the Series I Bonds
corresponding to the Series I 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 Series I Bonds of authorized denominations for the unredeemed balance of any Series
I Bonds surrendered for redemption in connection with the redemption of the Series I Notes.



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



     SECTION 4. As further provided in the Series I Bond Form, the Series I Bonds shall not be
assignable or transferable except as may be set forth under Article IV of the Senior Indenture, or,
subject to compliance with applicable law, as may be involved in the course of the exercise of
rights and remedies consequent upon an Event of Default under the Senior Indenture. Subject to the
foregoing, the Series I Bonds shall be exchangeable 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



17









 







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 Series I 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.



     SECTION 5. Pending the preparation of definitive Series I 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.



     If any such temporary Series I 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 therefore, 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 III

ISSUE OF COLLATERAL BONDS




     The Series H Bonds and Series I Bonds in the aggregate principal amount of $190,000,000 in
respect of the Series H Notes and Series I Notes, respectively, may be executed, authenticated and
delivered from time to time as permitted by the provisions of the Indenture, including with respect
to exchange and replacement of bonds.



ARTICLE IV

THE TRUSTEE




     The Trustee 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 Trustee 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 Trustee, 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.



18









 





ARTICLE V

RECORDING AND FILING OF SUPPLEMENTAL INDENTURE

DATED AS OF JUNE 1, 2008




     Pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated
as of June 1, 2008 providing for the terms of Collateral Bonds to be issued thereunder designated
as 2008 Series F Collateral Bonds has heretofore been entered into between the Company and the
Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing
statement on June 26, 2008 (Filing No. 2008102339-8) and has been recorded as a real estate
mortgage in the offices of the respective Register of Deeds of certain counties in the State of
Michigan, as follows:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Liber/     
          	 	 
	County	 	Recorded	 	Instrument no.	 	Page
	Alcona
	 	6/26/08
	 	 	453	 	 	 	1015	 
	Alger
	 	6/26/08
	 	 	200801428	 	 	 	N/A	 
	Alpena
	 	6/26/08
	 	 	466	 	 	 	191	 
	Antrim
	 	6/26/08
	 	 	781	 	 	 	2690	 
	Arenac
	 	6/26/08
	 	 	533	 	 	 	38	 
	Barry
	 	6/26/08
	 	 	20080626-0006613	 	 	 	N/A	 
	Benzie
	 	6/26/08
	 	 	2008R-03376	 	 	 	N/A	 
	Charlevoix
	 	6/26/08
	 	 	853	 	 	 	426	 
	Cheboygan
	 	6/26/08
	 	 	1101	 	 	 	661	 
	Chippewa
	 	6/26/08
	 	 	1054	 	 	 	95	 
	Clare
	 	6/26/08
	 	 	1082	 	 	 	243	 
	Clinton
	 	6/26/08
	 	 	5132679	 	 	 	N/A	 
	Crawford
	 	6/26/08
	 	 	692	 	 	 	150	 
	Delta
	 	6/26/08
	 	 	920	 	 	 	964	 
	Dickinson
	 	6/26/08
	 	 	655	 	 	 	478	 
	Emmet
	 	6/26/08
	 	 	1104	 	 	 	65	 
	Gladwin
	 	6/26/08
	 	 	869	 	 	 	574	 
	Grand Traverse
	 	6/26/08
	 	 	2008R-11662	 	 	 	N/A	 
	Gratiot
	 	6/26/08
	 	 	851	 	 	 	1319	 
	Ionia
	 	6/26/08
	 	 	608	 	 	 	6760	 
	Iosco
	 	6/26/08
	 	 	953	 	 	 	751	 
	Iron
	 	6/26/08
	 	 	517	 	 	 	22	 
	Isabella
	 	6/26/08
	 	 	1444	 	 	 	27	 
	Jackson
	 	6/26/08
	 	 	1902	 	 	 	716	 
	Kalkaska
	 	6/26/08
	 	 	3086059	 	 	 	N/A	 
	Kent
	 	7/10/08
	 	 	20080710-0064332	 	 	 	N/A	 
	Lake
	 	6/26/08
	 	 	326	 	 	 	1810	 
	Leelanau
	 	6/26/08
	 	 	982	 	 	 	14	 
	Lenawee
	 	6/26/08
	 	 	2367	 	 	 	916	 
	Livingston
	 	6/26/08
	 	 	2008R-020131	 	 	 	N/A	 
	Macomb
	 	6/27/08
	 	 	19396	 	 	 	574	 
	Manistee
	 	6/26/08
	 	 	2008R004069	 	 	 	N/A	 
	Marquette
	 	6/26/08
	 	 	2008R-06950	 	 	 	N/A	 
	Mason
	 	6/26/08
	 	 	2008R03611	 	 	 	N/A	 
	Mecosta
	 	6/26/08
	 	 	777	 	 	 	2605	 






19









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Liber/                 	 	 
	County	 	Recorded	 	Instrument no.	 	Page
	Menominee
	 	6/26/08
	 	 	636	 	 	 	966	 
	Missaukee
	 	6/26/08
	 	 	2008-02256	 	 	 	N/A	 
	Monroe
	 	6/26/08
	 	 	2008R12966	 	 	 	N/A	 
	Montcalm
	 	6/26/08
	 	 	1410	 	 	 	1159	 
	Montmorency
	 	6/26/08
	 	 	302	 	 	 	184	 
	Muskegon
	 	6/26/08
	 	 	3784	 	 	 	485	 
	Newaygo
	 	6/26/08
	 	 	431	 	 	 	7145	 
	Oakland
	 	7/09/08
	 	 	40446	 	 	 	343	 
	Oceana
	 	6/26/08
	 	GR 2008
	 	 	13797	 
	Ogemaw
	 	6/26/08
	 	 	3080331	 	 	 	N/A	 
	Osceola
	 	6/26/08
	 	 	862	 	 	 	436	 
	Oscoda
	 	6/26/08
	 	 	208-01802	 	 	 	N/A	 
	Otsego
	 	6/26/08
	 	 	1175	 	 	 	416	 
	Ottawa
	 	7/17/08
	 	 	5691	 	 	 	99	 
	Presque Isle
	 	6/26/08
	 	 	464	 	 	 	444	 
	Roscommon
	 	6/26/08
	 	 	1073	 	 	 	798	 
	St. Clair
	 	6/26/08
	 	 	3857	 	 	 	652	 
	Saginaw
	 	7/09/08
	 	 	2500	 	 	 	421	 
	Shiawassee
	 	6/26/08
	 	 	1124	 	 	 	0178	 
	Washtenaw
	 	7/09/08
	 	 	4690	 	 	 	87	 
	Wayne
	 	7/09/08
	 	 	47337	 	 	 	469	 
	Wexford
	 	6/26/08
	 	 	612	 	 	 	1581	 






ARTICLE VI

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
Forty-first Supplemental Indenture, and the Twenty-ninth Supplemental Indenture dated as of July
15, 1989, as supplemented by the Thirtieth Supplemental Indenture dated as of September 1, 1991, by
the Thirty-first 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, by the Thirty-sixth
Supplemental Indenture dated as of August 15, 2001, by the Thirty-seventh Supplemental Indenture
dated as of February 15, 2003, by the Thirty-eighth Supplemental Indenture dated as of October 1,
2004, by the Thirty-ninth Supplemental Indenture dated as of April 1, 2008, by the Fortieth
Supplemental Indenture dated as of June 1, 2008 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.



20









 





     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.



21









 





     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, 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, on the respective dates of
their acknowledgments hereinafter set forth, as of the date and year first above written.



	 	 	 	 	 
	MICHIGAN CONSOLIDATED GAS COMPANY

 	 
	By:  	/s/Paul A. Stadnikia
 	 
	 	Paul A. Stadnikia 	 
	 	Assistant Treasurer 	 
	 



Signed, sealed, acknowledged and

delivered by MICHIGAN CONSOLIDATED

GAS COMPANY in the presence of:




	 	 	 	 	 
	 	 
	/s/Anthony G. Morrow
 	 
	Anthony G. Morrow 	 
	 	 	 
	 



	 	 	 	 	 
	 	 
	/s/Daniel T. Richards
 	 
	Daniel T. Richards 	 
	 	 
	 



	 	 	 	 	 
	State of Michigan

	 	}	 	 
	 

	 	}
	 	ss.
	County of Wayne

	 	}	 	 






     The foregoing instrument was acknowledged before me this 14th day of August, 2008,
by Paul A. Stadnikia, as Assistant Treasurer, of Michigan Consolidated Gas Company, a Michigan
corporation, on behalf of the corporation.



	 	 	 	 	 
	 	 
	/s/Stephanie V. Washio
 	 
	Stephanie V. Washio 	 
	Notary Public, Wayne County, MI

Acting in Wayne County, MI

My Commission Expires: May 18, 2012
	 



22









 






	 	 	 	 	 



	 	 	 	 	 
	CITIBANK, N.A., as Mortgage Trustee

 	 
	By:  	/s/Wafaa Orfy
 	 
	 	Wafaa Orfy 	 
	 	Vice President 	 
	 



Signed, sealed, acknowledged and

delivered by CITIBANK, N.A.

in the presence of:




	 	 	 	 	 
	 	 
	/s/John J. Byrnes
 	 
	Name:  	John J. Byrnes 	 
	 	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	/s/Louis Piscitelli
 	 
	Name:  	Louis Piscitelli 	 
	Vice President 	 
	 



	 	 	 	 	 
	State of New York

	 	}	 	 
	 

	 	}
	 	ss.
	County of New York

	 	}	 	 






     The foregoing instrument was acknowledged before me this 18th day of August, 2008,
by Wafaa Orfy, as Vice President of Citibank, N.A., a national banking association, on behalf of
the association, as Trustee, as in said instrument described.



	 	 	 	 	 
	 	 	 
	/s/Zenaida Santiago
 	 
	Notary Public, State of New York 	 
	No. 01SA6152564
Qualified in Kings County

Acting in New York County

Commission Expires September 18, 2010	 



23









 






	 	 	 	 	 



This instrument was drafted by:




Daniel T. Richards

2000 2nd Avenue, 688WCB

Detroit, MI 48226




When recorded return to:




Stephanie V. Washio

2000 2nd Avenue, 688WCB

Detroit, MI 48226





24