<PAGE>
                                                               EXHIBIT (4)(a)(i)

                        EIGHTIETH SUPPLEMENTAL INDENTURE


                        Providing among other things for

                              FIRST MORTGAGE BONDS,


                      6.00% Senior Notes due March 15, 2005


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


                           Dated as of March 22, 2002

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



                            CONSUMERS ENERGY COMPANY


                                       TO


                              JPMORGAN CHASE BANK,

                                     TRUSTEE




                                                            Counterpart 80 of 80


<PAGE>
                                                               EXHIBIT (4)(a)(i)


                  EIGHTIETH SUPPLEMENTAL INDENTURE, dated as of March 22, 2002
(herein sometimes referred to as "this Supplemental Indenture"), made and
entered into by and between CONSUMERS ENERGY COMPANY, a corporation organized
and existing under the laws of the State of Michigan, with its principal
executive office and place of business at 212 West Michigan Avenue, in Jackson,
Jackson County, Michigan 49201, formerly known as Consumers Power Company,
(hereinafter sometimes referred to as the "Company"), and JPMORGAN CHASE BANK, a
corporation organized and existing under the laws of the State of New York, with
its corporate trust offices at 450 W. 33rd Street, in the Borough of Manhattan,
The City of New York, New York 10001 (hereinafter sometimes referred to as the
"Trustee"), as Trustee under the Indenture dated as of September 1, 1945 between
Consumers Power Company, a Maine corporation (hereinafter sometimes referred to
as the "Maine corporation"), and City Bank Farmers Trust Company (Citibank,
N.A., successor, hereinafter sometimes referred to as the "Predecessor
Trustee"), securing bonds issued and to be issued as provided therein
(hereinafter sometimes referred to as the "Indenture"),

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

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

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

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

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

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

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

                  WHEREAS effective November 11, 2001, The Chase Manhattan Bank
merged with Morgan Guaranty Trust Company of New York and the surviving
corporation was renamed JPMorgan Chase Bank; and




                                       1
<PAGE>

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

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

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

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

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

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

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

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

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

                  WHEREAS, for such purposes the Company desires to issue a new
series of bonds, to be designated First Mortgage Bonds, 6.00% Senior Notes due
March 15, 2005, each of which bonds shall also bear the descriptive title "First
Mortgage Bond" (hereinafter provided for and hereinafter sometimes referred to
as the "2005 Note Bonds"), the bonds of which series are to be issued as
registered bonds without coupons and are to bear interest at the rate per annum
specified herein and are to mature March 15, 2005; and

                  WHEREAS, the 2005 Note Bonds shall be issued to the Senior
Note Trustee in connection with the issuance by the Company of its 6.00% Senior
Notes due March 15, 2005 (the "2005 Notes"); and

                  WHEREAS, each of the registered bonds without coupons of the
2005 Note Bonds and the Trustee's Authentication Certificate thereon are to be
substantially in the following form, to wit:





                                       2
<PAGE>
                [FORM OF REGISTERED BOND OF THE 2005 NOTE BONDS]

                                     [FACE]

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

                            CONSUMERS ENERGY COMPANY

                               FIRST MORTGAGE BOND
                               6.00% SENIOR NOTES
                               DUE MARCH 15, 2005

No. 1                             $300,000,000

                  CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter
called the "Company"), for value received, hereby promises to pay to JPMorgan
Chase Bank, as trustee under the Senior Note Indenture hereinafter referred to,
or registered assigns, the principal sum of Three Hundred Million Dollars on
March 15, 2005, and to pay to the registered holder hereof interest on said sum
from the latest semi-annual interest payment date to which interest has been
paid on the bonds of this series preceding the date hereof, unless the date
hereof be an interest payment date to which interest is being paid, in which
case from the date hereof, or unless the date hereof is prior to September 15,
2002, in which case from March 22, 2002, (or if this bond is dated between the
record date for any interest payment date and such interest payment date, then
from such interest payment date, provided, however, that if the Company shall
default in payment of the interest due on such interest payment date, then from
the next preceding semi-annual interest payment date to which interest has been
paid on the bonds of this series, or if such interest payment date is September
15, 2002, from March 22, 2001), at 6.00% per annum through March 15, 2005;
provided however, the interest rate is subject to adjustment as provided in the
2005 Notes defined below.

                  Under an Indenture dated as of February 1, 1998 (hereinafter
sometimes referred to as the "Senior Note Indenture"), between Consumers Energy
Company and JPMorgan Chase Bank, as trustee (hereinafter sometimes called the
"Senior Note Trustee"), the Company will issue, concurrently with the issuance
of this bond, an issue of notes under the Senior Note Indenture entitled 6.00%
Senior Notes, due March 15, 2005 (the "2005 Notes"). Pursuant to Article IV of
the Senior Note Indenture, this bond is issued to the Senior Note Trustee to
secure any and all obligations of the Company under the 2005 Notes and any other
series of senior notes from time to time outstanding under the Senior Note
Indenture. Payment of principal of, or premium, if any, or interest on, the 2005
Notes shall constitute payments on this bond as further provided herein and in
the Supplemental Indenture.

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

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





                                       3
<PAGE>
                 IN WITNESS WHEREOF, Consumers Energy Company has caused this
bond to be executed in its name by its Chairman of the Board, its President or
one of its Vice Presidents by his or her signature or a facsimile thereof, and
its corporate seal or a facsimile thereof to be affixed hereto or imprinted
hereon and attested by its Secretary or one of its Assistant Secretaries by his
or her signature or a facsimile thereof.

                                    CONSUMERS ENERGY COMPANY,

Dated:                              By       ________________________________




Attest:  _________________________










                      TRUSTEE'S AUTHENTICATION CERTIFICATE


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

                                         JPMORGAN CHASE BANK, Trustee


                                  By     ____________________________________
                                                   Authorized Officer







                                       4
<PAGE>

                                    [REVERSE]

                            CONSUMERS ENERGY COMPANY

                               FIRST MORTGAGE BOND
                               6.00% SENIOR NOTES
                               DUE MARCH 15, 2005

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

                  The 2005 Notes are subject to redemption described therein. In
the event the redemption is exercised as set forth in the 2005 Notes, interest
on this bond shall cease to accrue on the redemption date in accordance with
2005 Notes. The Senior Note Trustee shall give written notice to the Trustee
that the redemption has been exercised. In the event the 2005 Notes are redeemed
as provided therein, upon redemption thereof, this bond shall be deemed to be
redeemed on the respective dates for, in the principal amounts to be redeemed
of, and for the redemption prices for the 2005 Notes.

                  Upon payment of the principal of and interest by the Company
on the 2005 Notes, whether at maturity or prior to maturity by redemption or
otherwise or upon provision for the payment thereof having been made in
accordance with Section 5.01(a) of the Senior Note Indenture, the 2005 Note
Bonds in a principal amount equal to the principal amount of such 2005 Notes and
having both a corresponding maturity date and interest rate shall, to the extent
of such payment of principal and interest, be deemed paid and the obligation of
the Company thereunder to make such payment shall be discharged to such extent
and, in the case of the payment of principal (and premium, if any) this bond
shall be surrendered to the Company for cancellation as provided in Section 4.08
of the Senior Note Indenture. The Trustee may at anytime and all times
conclusively assume that the obligation of the Company to make payments with
respect to the principal of and interest on this bond, so far as such payments
at the time have become due, has been fully satisfied and discharged pursuant to
the foregoing sentence unless and until the Trustee shall have received a
written notice from the Senior Note Trustee signed by one of its officers
stating (i) that timely payment of, or premium or interest on, the 2005 Notes
has not been made, (ii) that the Company is in arrears as to the payments
required to be made by it to the Senior Note Trustee pursuant to the Senior Note
Indenture, and (iii) the amount of the arrearage.

                  For purposes of Section 4.09 of the Senior Note Indenture,
this bond shall be deemed to be the "related series of Senior Note First
Mortgage Bonds" in respect of the 2005 Notes.

                  This bond is one of the bonds issued and to be issued from
time to time under and in accordance with and all secured by an Indenture dated
as of September 1, 1945, given by the Company (or its predecessor, Consumers
Power Company, a Maine corporation) to City Bank Farmers Trust Company (JPMorgan
Chase Bank, successor) (hereinafter sometimes referred to as the "Trustee"), and
indentures supplemental thereto, heretofore or hereafter executed, to which
indenture and indentures supplemental thereto (hereinafter referred to
collectively as the "Indenture") reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and the rights of
the holders of said bonds and of the Trustee and of the Company in



                                       5
<PAGE>
respect of such security, and the limitations on such rights. By the terms of
the Indenture, the bonds to be secured thereby are issuable in series which may
vary as to date, amount, date of maturity, rate of interest and in other
respects as provided in the Indenture.

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

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

                  This bond is not redeemable except upon written demand of the
Senior Note Trustee following the occurrence of an Event of Default under the
Senior Note Indenture and the acceleration of the senior notes, as provided in
Section 8.01 of the Senior Note Indenture. This bond is not redeemable by the
operation of the improvement fund or the maintenance and replacement provisions
of the Indenture or with the proceeds of released property.

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

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

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

                  No recourse shall be had for the payment of the principal of
or premium, if any, or interest on this bond, or for any claim based hereon, or
otherwise in respect hereof or of the Indenture, to or against any



                                       6
<PAGE>
incorporator, stockholder, director or officer, past, present or future, as
such, of the Company, or of any predecessor or successor company, either
directly or through the Company, or such predecessor or successor company, or
otherwise, under any constitution or statute or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all such liability of
incorporators, stockholders, directors and officers, as such, being waived and
released by the holder and owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Indenture.


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


                  AND WHEREAS all acts and things necessary to make the 2005
Note Bonds, when duly executed by the Company and authenticated by the Trustee
or its agent and issued as prescribed in the Indenture, as heretofore
supplemented and amended, and this Supplemental Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute the Indenture,
as supplemented and amended as aforesaid, as well as by this Supplemental
Indenture, a valid, binding and legal instrument for the security thereof, have
been done and performed, and the creation, execution and delivery of this
Supplemental Indenture and the creation, execution and issuance of bonds subject
to the terms hereof and of the Indenture, as so supplemented and amended, have
in all respects been duly authorized;

                  NOW, THEREFORE, in consideration of the premises, of the
acceptance and purchase by the holders thereof of the bonds issued and to be
issued under the Indenture, as supplemented and amended as above set forth, and
of the sum of One Dollar duly paid by the Trustee to the Company, and of other
good and valuable considerations, the receipt whereof is hereby acknowledged,
and for the purpose of securing the due and punctual payment of the principal of
and premium, if any, and interest on all bonds now outstanding under the
Indenture and the $300,000,000 principal amount of the 2005 Note Bonds proposed
to be issued initially and all other bonds which shall be issued under the
Indenture, as supplemented and amended from time to time, and for the purpose of
securing the faithful performance and observance of all covenants and conditions
therein, and in any indenture supplemental thereto, set forth, the Company has
given, granted, bargained, sold, released, transferred, assigned, hypothecated,
pledged, mortgaged, confirmed, set over, warranted, alienated and conveyed and
by these presents does give, grant, bargain, sell, release, transfer, assign,
hypothecate, pledge, mortgage, confirm, set over, warrant, alien and convey unto
JPMorgan Chase Bank, as Trustee, as provided in the Indenture, and its successor
or successors in the trust thereby and hereby created and to its or their
assigns forever, all the right, title and interest of the Company in and to all
the property, described in Section 13 hereof, together (subject to the
provisions of Article X of the Indenture) with the tolls, rents, revenues,
issues, earnings, income, products and profits thereof, excepting, however, the
property, interests and rights specifically excepted from the lien of the
Indenture as set forth in the Indenture.

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

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

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




                                       7
<PAGE>
                  BUT IN TRUST, NEVERTHELESS, with power of sale for the equal
and proportionate benefit and security of the holders of all bonds now or
hereafter authenticated and delivered under and secured by the Indenture and
interest coupons appurtenant thereto, pursuant to the provisions of the
Indenture and of any supplemental indenture, and for the enforcement of the
payment of said bonds and coupons when payable and the performance of and
compliance with the covenants and conditions of the Indenture and of any
supplemental indenture, without any preference, distinction or priority as to
lien or otherwise of any bond or bonds over others by reason of the difference
in time of the actual authentication, delivery, issue, sale or negotiation
thereof or for any other reason whatsoever, except as otherwise expressly
provided in the Indenture; and so that each and every bond now or hereafter
authenticated and delivered thereunder shall have the same lien, and so that the
principal of and premium, if any, and interest on every such bond shall, subject
to the terms thereof, be equally and proportionately secured, as if it had been
made, executed, authenticated, delivered, sold and negotiated simultaneously
with the execution and delivery thereof.

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

                  SECTION 1. There is hereby created one series of bonds (the
"2005 Note Bonds") designated as hereinabove provided, which shall also bear the
descriptive title "First Mortgage Bond", and the form thereof shall be
substantially as hereinbefore set forth. The 2005 Note Bonds shall be issued in
the aggregate principal amount of $300,000,000, shall mature on March 15, 2005
and shall be issued only as registered bonds without coupons in denominations of
$1,000 and any multiple thereof. The serial numbers of bonds of the 2005 Note
Bonds shall be such as may be approved by any officer of the Company, the
execution thereof by any such officer either manually or by facsimile signature
to be conclusive evidence of such approval. The 2005 Note Bonds shall bear
interest at a rate of 6.00% per annum until the principal thereof shall have
become due and payable, subject to adjustment in accordance with the 2005 Notes.
The principal of and the premium, if any, and the interest on said bonds shall
be payable in any coin or currency of the United States of America which at the
time of payment is legal tender for public and private debts, at the office or
agency of the Company in the City of Jackson, Michigan designated for that
purpose.

                  Upon any payment by the Company of the principal of and
interest on, all or any portion of the 2005 Notes whether at maturity or prior
to maturity by redemption or otherwise or upon provision for the payment thereof
having been made in accordance with Section 5.01(a) of the Senior Note
Indenture, the 2005 Note Bonds in a principal amount equal to the principal
amount of such 2005 Notes and having both a corresponding maturity date and
interest rate shall, to the extent of such payment of principal and interest, be
deemed paid and the obligation of the Company thereunder to make such payment
shall be discharged to such extent and, in the case of the payment of principal
(and premium, if any) such bonds of said series shall be surrendered to the
Company for cancellation as provided in Section 4.08 of the Senior Note
Indenture. The Trustee may at anytime and all times conclusively assume that the
obligation of the Company to make payments with respect to the principal of and
premium, if any, and interest on the 2005 Note Bonds so far as such payments at
the time have become due, has been fully satisfied and discharged pursuant to
the foregoing sentence unless and until the Trustee shall have received a
written notice from the Senior Note Trustee signed by one of its officers
stating (i) that timely payment of or premium or interest on, the 2005 Notes has
not been so made, (ii) that the Company is in arrears as to the payments
required to be made by it to the Senior Note Trustee pursuant to the Senior Note
Indenture, and (iii) the amount of the arrearage.

                  The 2005 Note Bonds are to be issued to and registered in the
name of JPMorgan Chase Bank, as trustee, or a successor trustee (said trustee or
any successor trustee being hereinafter referred to as the




                                       8
<PAGE>
"Senior Note Trustee") under the Indenture, dated as of February 1, 1998
(hereinafter sometimes referred to as the "Senior Note Indenture") between
Consumers Energy Company and the Senior Note Trustee, to secure any and all
obligations of the Company under the 2005 Notes and any other series of senior
notes from time to time outstanding under the Senior Note Indenture.

                  The 2005 Note Bonds shall not be assignable or transferable
except as permitted or required by Section 4.04 of the Senior Note Indenture.
Any such transfer shall be effected at the Investor Services Department of the
Company, as transfer agent (hereinafter referred to as "corporate trust
office"). The 2005 Note Bonds shall be exchangeable for other registered bonds
of the same series, in the manner and upon the conditions prescribed in the
Indenture, upon the surrender of such bonds at said corporate trust office of
the transfer agent. However, notwithstanding the provisions of Section 2.05 of
the Indenture, no charge shall be made upon any registration of transfer or
exchange of bonds of said series other than for any tax or taxes or other
governmental charge required to be paid by the Company.

                  SECTION 2. The 2005 Notes are subject to redemption described
therein. In the event the 2005 Notes are redeemed as provided therein, upon
redemption thereof, the 2005 Note Bonds shall be deemed to be redeemed on the
respective dates for, in the principal amounts to be redeemed of, and for the
redemption prices for the 2005 Notes.

                  The 2005 Note Bonds are also redeemable as set forth in
Section 3 hereof.

                  The 2005 Note Bonds are not redeemable by the operation of the
maintenance and replacement provisions of this Indenture or with the proceeds of
released property.

                  SECTION 3. Upon the occurrence of an Event of Default under
the Senior Note Indenture and the acceleration of the 2005 Notes, the 2005 Note
Bonds shall be redeemable in whole upon receipt by the Trustee of a written
demand (hereinafter called a "Redemption Demand") from the Senior Note Trustee
stating that there has occurred under the Senior Note Indenture both an Event of
Default and a declaration of acceleration of payment of principal, accrued
interest and premium, if any, on the 2005 Notes, specifying the last date to
which interest on such notes has been paid (such date being hereinafter referred
to as the "Initial Interest Accrual Date") and demanding redemption of the 2005
Note Bonds. The Company waives any right it may have to prior notice of such
redemption under the Indenture. Upon surrender of the 2005 Note Bonds by the
Senior Note Trustee to the Trustee, the 2005 Note Bonds shall be redeemed at a
redemption price equal to the principal amount thereof plus accrued interest
thereon from the Initial Interest Accrual Date to the date of the Redemption
Demand; provided, however, that in the event of a recision of acceleration of
senior notes pursuant to the last paragraph of Section 8.01(a) of the Senior
Note Indenture, then any Redemption Demand shall thereby be deemed to be
rescinded by the Senior Note Trustee; but no such recision or annulment shall
extend to or affect any subsequent default or impair any right consequent
thereon.

                  SECTION 4. For purposes of Section 4.09 of the Senior Note
Indenture, the 2005 Note Bonds shall be deemed to be the "related series of
Senior Note First Mortgage Bonds" in respect of the 2005 Notes.

                  SECTION 5. As provided in Section 4.11 of the Senior Note
Indenture, from and after the Release Date (as defined in the Senior Note
Indenture), the obligations of the Company with respect to the 2005 Note Bonds
shall be deemed to be satisfied and discharged, the 2005 Note Bonds shall cease
to secure in any manner any senior notes outstanding under the Senior Note
Indenture, and, pursuant to Section 4.08 of the Senior Note Indenture, the
Senior Note Trustee shall forthwith deliver the 2005 Note Bonds to the Company
for cancellation.

                  SECTION 6. The Company reserves the right, without any
consent, vote or other action by the holder of the 2005 Note Bonds or the
holders of any Notes, or of any subsequent series of bonds issued



                                       9
<PAGE>
under the Indenture, to make such amendments to the Indenture, as supplemented,
as shall be necessary in order to amend Section 17.02 to read as follows:

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

                           Upon the written request of the Company, accompanied
                  by a resolution authorizing the execution of any such
                  supplemental indenture, and upon the filing with the Trustee
                  of evidence of the consent of bondholders as aforesaid (the
                  instrument or instruments evidencing such consent to be dated
                  within one year of such request), the Trustee shall join with
                  the Company in the execution of such supplemental indenture
                  unless such supplemental indenture affects the Trustee's own
                  rights, duties or immunities under this Indenture or
                  otherwise, in which case the Trustee may in its discretion but
                  shall not be obligated to enter into such supplemental
                  indenture.

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

                           The Company and the Trustee, if they so elect, and
                  either before or after such consent has been obtained, may
                  require the holder of any bond consenting to the execution of
                  any such supplemental indenture to submit his



                                       10
<PAGE>



                  bond to the Trustee or to ask such bank, banker or trust
                  company as may be designated by the Trustee for the purpose,
                  for the notation thereon of the fact that the holder of such
                  bond has consented to the execution of such supplemental
                  indenture, and in such case such notation, in form
                  satisfactory to the Trustee, shall be made upon all bonds so
                  submitted, and such bonds bearing such notation shall
                  forthwith be returned to the persons entitled thereto.

                           Prior to the execution by the Company and the Trustee
                  of any supplemental indenture pursuant to the provisions of
                  this Section, the Company shall publish a notice, setting
                  forth in general terms the substance of such supplemental
                  indenture, at least once in one daily newspaper of general
                  circulation in each city in which the principal of any of the
                  bonds shall be payable, or, if all bonds outstanding shall be
                  registered bonds without coupons or coupon bonds registered as
                  to principal, such notice shall be sufficiently given if
                  mailed, first class, postage prepaid, and registered if the
                  Company so elects, to each registered holder of bonds at the
                  last address of such holder appearing on the registry books,
                  such publication or mailing, as the case may be, to be made
                  not less than thirty days prior to such execution. Any failure
                  of the Company to give such notice, or any defect therein,
                  shall not, however, in any way impair or affect the validity
                  of any such supplemental indenture.

                  SECTION 7. As supplemented and amended as above set forth, the
Indenture is in all respects ratified and confirmed, and the Indenture and all
indentures supplemental thereto shall be read, taken and construed as one and
the same instrument.

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

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

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

                  SECTION 11. In the event the date of any notice required or
permitted hereunder or the date of maturity of interest on or principal of the
2005 Note Bonds or the date fixed for redemption or repayment of the 2005 Note
Bonds shall not be a Business Day, then (notwithstanding any other provision of
the Indenture or of any supplemental indenture thereto) such notice or such
payment of such interest or principal need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the date fixed for such notice or as if made on the date of maturity or
the date fixed for redemption or repayment, and no interest shall accrue for the
period from and after such date. "Business Day" means, with respect to this
Section 11, a day of the year on which banks are not required or authorized to
close in New York City or Detroit, Michigan.




                                       11
<PAGE>
                  SECTION 12. This Supplemental Indenture and the 2005 Note
Bonds shall be governed by and deemed to be a contract under, and construed in
accordance with, the laws of the State of Michigan, and for all purposes shall
be construed in accordance with the laws of such state, except as may otherwise
be required by mandatory provisions of law.

                  SECTION 13.  Detailed Description of Property Mortgaged:


                                       I.

                       ELECTRIC GENERATING PLANTS AND DAMS

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


                                       II.

                           ELECTRIC TRANSMISSION LINES

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


                                      III.

                          ELECTRIC DISTRIBUTION SYSTEMS

                  All the electric distribution systems of the Company,
constructed or otherwise acquired by it and not heretofore described in the
Indenture or any supplement thereto and not heretofore released from the lien of
the Indenture, including substations, transformers, switchboards, towers, poles,
wires, insulators, subways, trenches, conduits, manholes, cables, meters and
other appliances and equipment, and all other property, real or personal,
forming a part of or appertaining to or used, occupied or enjoyed in connection
with such distribution systems or any of them or adjacent thereto; together with
all real property, rights of way, easements, permits, privileges, franchises,
grants and rights, for or relating to the construction, maintenance or operation
thereof, through, over, under or upon any private property or any public streets
or highways within as well as without the corporate limits of any municipal
corporation.





                                       12
<PAGE>




                                       IV.

                              ELECTRIC SUBSTATIONS,
                          SWITCHING STATIONS AND SITES

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


                                       V.

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

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


                                       VI.

                               GAS STORAGE FIELDS

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







                                       13
<PAGE>
                                      VII.

                             GAS TRANSMISSION LINES

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


                                      VIII.

                            GAS DISTRIBUTION SYSTEMS

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


                                       IX.

                                OFFICE BUILDINGS,
                        SERVICE BUILDINGS, GARAGES, ETC.

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


                                       X.

                            TELEPHONE PROPERTIES AND
                          RADIO COMMUNICATION EQUIPMENT

                  All telephone lines, switchboards, systems and equipment of
the Company, constructed or otherwise acquired by it and not heretofore
described in the Indenture or any supplement thereto and not heretofore released
from the line of the Indenture, used or available for use in the operation of
its properties, and all other property, real or personal, forming a part of or
appertaining to or used, occupied or enjoyed in connection with such telephone
properties or any of them or adjacent thereto; together with all real estate,
rights of way, easements, permits, privileges, franchises, property, devices or
rights related to the dispatch, transmission, reception or reproduction of
messages, communications, intelligence, signals, light, vision or




                                       14
<PAGE>
sound by electricity, wire or otherwise, including all telephone equipment
installed in buildings used as general and regional offices, substations and
generating stations and all telephone lines erected on towers and poles; and all
radio communication equipment of the Company, together with all property, real
or personal (except any in the Indenture expressly excepted), fixed stations,
towers, auxiliary radio buildings and equipment, and all appurtenances used in
connection therewith, wherever located, in the State of Michigan.


                                       XI.

                               OTHER REAL PROPERTY

                  All other real property of the Company and all interests
therein, of every nature and description (except any in the Indenture expressly
excepted) wherever located, in the State of Michigan, acquired by it and not
heretofore described in the Indenture or any supplement thereto and not
heretofore released from the line of the Indenture. Such real property includes
but is not limited to the following described property, such property is subject
to any interests that were excepted or reserved in the conveyance to the
Company:

                                           ALCONA COUNTY

                  Certain land in Caledonia Township, Alcona County, Michigan
                  described as:

                  The East 330 feet of the South 660 feet of the SW 1/4 of the
                  SW 1/4 of Section 8, T28N, R8E, except the West 264 feet of
                  the South 330 feet thereof; said land being more particularly
                  described as follows: To find the place of beginning of this
                  description, commence at the Southwest corner of said section,
                  run thence East along the South line of said section 1243 feet
                  to the place of beginning of this description, thence
                  continuing East along said South line of said section 66 feet
                  to the West 1/8 line of said section, thence N 02 degrees 09'
                  30" E along the said West 1/8 line of said section 660 feet,
                  thence West 330 feet, thence S 02 degrees 09' 30" W, 330 feet,
                  thence East 264 feet, thence S 02 degrees 09' 30" W, 330 feet
                  to the place of beginning.

                                          ALLEGAN COUNTY

                  Certain land in Lee Township, Allegan County, Michigan
                  described as:

                  The NE 1/4 of the NW 1/4 of Section 16, T1N, R15W.

                                           ALPENA COUNTY

                  Certain land in Wilson and Green Townships, Alpena County,
                  Michigan described as:

                  All that part of the S'ly 1/2 of the former Boyne City-Gaylord
                  and Alpena Railroad right of way, being the Southerly 50 feet
                  of a 100 foot strip of land formerly occupied by said
                  Railroad, running from the East line of Section 31, T31N, R7E,
                  Southwesterly across said Section 31 and Sections 5 and 6 of
                  T30N, R7E and Sections 10, 11 and the E 1/2 of Section 9,
                  except the West 1646 feet thereof, all in T30N, R6E.









                                       15
<PAGE>
                                           ANTRIM COUNTY

                  Certain land in Mancelona Township, Antrim County, Michigan
                  described as:

                  The S 1/2 of the NE 1/4 of Section 33, T29N, R6W, excepting
                  therefrom all mineral, coal, oil and gas and such other rights
                  as were reserved unto the State of Michigan in that certain
                  deed running from the State of Michigan to August W. Schack
                  and Emma H. Schack, his wife, dated April 15, 1946 and
                  recorded May 20, 1946 in Liber 97 of Deeds on page 682 of
                  Antrim County Records.

                                           ARENAC COUNTY

                  Certain land in Standish Township, Arenac County, Michigan
                  described as:

                  A parcel of land in the SW 1/4 of the NW 1/4 of Section 12,
                  T18N, R4E, described as follows: To find the place of
                  beginning of said parcel of land, commence at the Northwest
                  corner of Section 12, T18N, R4E; run thence South along the
                  West line of said section, said West line of said section
                  being also the center line of East City Limits Road 2642.15
                  feet to the W 1/4 post of said section and the place of
                  beginning of said parcel of land; running thence N 88 degrees
                  26' 00" E along the East and West 1/4 line of said section,
                  660.0 feet; thence North parallel with the West line of said
                  section, 310.0 feet; thence S 88 degrees 26' 00" W, 330.0
                  feet; thence South parallel with the West line of said
                  section, 260.0 feet; thence S 88 degrees 26' 00" W, 330.0 feet
                  to the West line of said section and the center line of East
                  City Limits Road; thence South along the said West line of
                  said section, 50.0 feet to the place of beginning.

                                           BARRY COUNTY

                  Certain land in Johnstown Township, Barry County, Michigan
                  described as:

                  A strip of land 311 feet in width across the SW 1/4 of the NE
                  1/4 of Section 31, T1N, R8W, described as follows: To find the
                  place of beginning of this description, commence at the E 1/4
                  post of said section; run thence N 00 degrees 55' 00" E along
                  the East line of said section, 555.84 feet; thence N 59
                  degrees 36' 20" W, 1375.64 feet; thence N 88 degrees 30' 00"
                  W, 130 feet to a point on the East 1/8 line of said section
                  and the place of beginning of this description; thence
                  continuing N 88 degrees 30' 00" W, 1327.46 feet to the North
                  and South 1/4 line of said section; thence S 00 degrees 39'
                  35" W along said North and South 1/4 line of said section,
                  311.03 feet to a point, which said point is 952.72 feet
                  distant N'ly from the East and West 1/4 line of said section
                  as measured along said North and South 1/4 line of said
                  section; thence S 88 degrees 30' 00" E, 1326.76 feet to the
                  East 1/8 line of said section; thence N 00 degrees 47' 20" E
                  along said East 1/8 line of said section, 311.02 feet to the
                  place of beginning.

                                            BAY COUNTY

                  Certain land in Frankenlust Township, Bay County, Michigan
                  described as:

                  The South 250 feet of the N 1/2 of the W 1/2 of the W 1/2 of
                  the SE 1/4 of Section 9, T13N, R4E.



                                       16
<PAGE>
                                           BENZIE COUNTY

                  Certain land in Benzonia Township, Benzie County, Michigan
                  described as:

                  A parcel of land in the Northeast 1/4 of Section 7, Township
                  26 North, Range 14 West, described as beginning at a point on
                  the East line of said Section 7, said point being 320 feet
                  North measured along the East line of said section from the
                  East 1/4 post; running thence West 165 feet; thence North
                  parallel with the East line of said section 165 feet; thence
                  East 165 feet to the East line of said section; thence South
                  165 feet to the place of beginning.

                                           BRANCH COUNTY

                  Certain land in Girard Township, Branch County, Michigan
                  described as:

                  A parcel of land in the NE 1/4 of Section 23 T5S, R6W,
                  described as beginning at a point on the North and South
                  quarter line of said section at a point 1278.27 feet distant
                  South of the North quarter post of said section, said distance
                  being measured along the North and South quarter line of said
                  section, running thence S89 degrees21'E 250 feet, thence North
                  along a line parallel with the said North and South quarter
                  line of said section 200 feet, thence N89 degrees21'W 250 feet
                  to the North and South quarter line of said section, thence
                  South along said North and South quarter line of said section
                  200 feet to the place of beginning.

                                          CALHOUN COUNTY

                  Certain land in Convis Township, Calhoun County, Michigan
                  described as:

                  A parcel of land in the SE 1/4 of the SE 1/4 of Section 32,
                  T1S, R6W, described as follows: To find the place of beginning
                  of this description, commence at the Southeast corner of said
                  section; run thence North along the East line of said section
                  1034.32 feet to the place of beginning of this description;
                  running thence N 89 degrees 39' 52" W, 333.0 feet; thence
                  North 290.0 feet to the South 1/8 line of said section; thence
                  S 89 degrees 39' 52" E along said South 1/8 line of said
                  section 333.0 feet to the East line of said section; thence
                  South along said East line of said section 290.0 feet to the
                  place of beginning. (Bearings are based on the East line of
                  Section 32, T1S, R6W, from the Southeast corner of said
                  section to the Northeast corner of said section assumed as
                  North.)

                                            CASS COUNTY

                  Certain easement rights located across land in Marcellus
                  Township, Cass County, Michigan described as:

                  The East 6 rods of the SW 1/4 of the SE 1/4 of Section 4, T5S,
                  R13W.





                                       17
<PAGE>
                                         CHARLEVOIX COUNTY

                  Certain land in South Arm Township, Charlevoix County,
                  Michigan described as:

                  A parcel of land in the SW 1/4 of Section 29, T32N, R7W,
                  described as follows: Beginning at the Southwest corner of
                  said section and running thence North along the West line of
                  said section 788.25 feet to a point which is 528 feet distant
                  South of the South 1/8 line of said section as measured along
                  the said West line of said section; thence N 89 degrees 30'
                  19" E, parallel with said South 1/8 line of said section 442.1
                  feet; thence South 788.15 feet to the South line of said
                  section; thence S 89 degrees 29' 30" W, along said South line
                  of said section 442.1 feet to the place of beginning.

                                         CHEBOYGAN COUNTY

                  Certain land in Inverness Township, Cheboygan County, Michigan
                  described as:

                  A parcel of land in the SW frl 1/4 of Section 31, T37N, R2W,
                  described as beginning at the Northwest corner of the SW frl
                  1/4, running thence East on the East and West quarter line of
                  said Section, 40 rods, thence South parallel to the West line
                  of said Section 40 rods, thence West 40 rods to the West line
                  of said Section, thence North 40 rods to the place of
                  beginning.

                                           CLARE COUNTY

                  Certain land in Frost Township, Clare County, Michigan
                  described as:

                  The East 150 feet of the North 225 feet of the NW 1/4 of the
                  NW 1/4 of Section 15, T20N, R4W.

                                          CLINTON COUNTY

                  Certain land in Watertown Township, Clinton County, Michigan
                  described as:

                  The NE 1/4 of the NE 1/4 of the SE 1/4 of Section 22, and the
                  North 165 feet of the NW 1/4 of the NE 1/4 of the SE 1/4 of
                  Section 22, T5N, R3W.

                                          CRAWFORD COUNTY

                  Certain land in Lovells Township, Crawford County, Michigan
                  described as:

                  A parcel of land in Section 1, T28N, R1W, described as:
                  Commencing at NW corner said section; thence South 89
                  degrees53'30" East along North section line 105.78 feet to
                  point of beginning; thence South 89 degrees53'30" East along
                  North section line 649.64 feet; thence South 55 degrees 42'30"
                  East 340.24 feet; thence South 55 degrees 44' 37"" East
                  5,061.81 feet to the East section line; thence South 00
                  degrees 00' 08"" West along East section line 441.59 feet;
                  thence North 55 degrees 44' 37" West 5,310.48 feet; thence
                  North 55 degrees 42'30" West 877.76 feet to point of
                  beginning.



                                       18
<PAGE>
                                           EATON COUNTY

                  Certain land in Eaton Township, Eaton County, Michigan
                  described as:

                  A parcel of land in the SW 1/4 of Section 6, T2N, R4W,
                  described as follows: To find the place of beginning of this
                  description commence at the Southwest corner of said section;
                  run thence N 89 degrees 51' 30" E along the South line of said
                  section 400 feet to the place of beginning of this
                  description; thence continuing N 89 degrees 51' 30" E, 500
                  feet; thence N 00 degrees 50' 00" W, 600 feet; thence S 89
                  degrees 51' 30" W parallel with the South line of said section
                  500 feet; thence S 00 degrees 50' 00" E, 600 feet to the place
                  of beginning.

                                           EMMET COUNTY

                  Certain land in Wawatam Township, Emmet County, Michigan
                  described as:

                  The West 1/2 of the Northeast 1/4 of the Northeast 1/4 of
                  Section 23, T39N, R4W.

                                          GENESEE COUNTY

                  Certain land in Argentine Township, Genesee County, Michigan
                  described as:

                  A parcel of land of part of the SW 1/4 of Section 8, T5N, R5E,
                  being more particularly described as follows:

                  Beginning at a point of the West line of Duffield Road, 100
                  feet wide, (as now established) distant 829.46 feet measured
                  N01 degrees42'56"W and 50 feet measured S88 degrees14'04"W
                  from the South quarter corner, Section 8, T5N, R5E; thence S88
                  degrees14'04"W a distance of 550 feet; thence N01
                  degrees42'56"W a distance of 500 feet to a point on the North
                  line of the South half of the Southwest quarter of said
                  Section 8; thence N88 degrees14'04"E along the North line of
                  South half of the Southwest quarter of said Section 8 a
                  distance 550 feet to a point on the West line of Duffield
                  Road, 100 feet wide (as now established); thence S01
                  degrees42'56"E along the West line of said Duffield Road a
                  distance of 500 feet to the point of beginning.

                                          GLADWIN COUNTY

                  Certain land in Secord Township, Gladwin County, Michigan
                  described as:

                  The East 400 feet of the South 450 feet of Section 2, T19N,
                  R1E.

                                       GRAND TRAVERSE COUNTY

                  Certain land in Mayfield Township, Grand Traverse County,
                  Michigan described as:

                  A parcel of land in the Northwest 1/4 of Section 3, T25N,
                  R11W, described as follows: Commencing at the Northwest corner
                  of said section, running thence S 89 degrees19'15" E along the
                  North line of said section and the center line of Clouss Road
                  225 feet, thence South 400 feet, thence N 89 degrees19'15" W
                  225 feet to the West line of said section and the center line
                  of Hannah Road,




                                       19
<PAGE>
                  thence North along the West line of said section and the
                  center line of Hannah Road 400 feet to the place of beginning
                  for this description.


                                          GRATIOT COUNTY

                  Certain land in Fulton Township, Gratiot County, Michigan
                  described as:

                  A parcel of land in the NE 1/4 of Section 7, Township 9 North,
                  Range 3 West, described as beginning at a point on the North
                  line of George Street in the Village of Middleton, which is
                  542 feet East of the North and South one-quarter (1/4) line of
                  said Section 7; thence North 100 feet; thence East 100 feet;
                  thence South 100 feet to the North line of George Street;
                  thence West along the North line of George Street 100 feet to
                  place of beginning.

                                         HILLSDALE COUNTY

                  Certain land in Litchfield Village, Hillsdale County, Michigan
                  described as:

                  Lots numbered three (3) and four (4) of Block three (3) of
                  Harvey Smiths Southern Addition to the Village of Litchfield
                  according to the recorded plat thereof as recorded in Liber AK
                  of deeds, page 490.

                                           HURON COUNTY

                  Certain easement rights located across land in Sebewaing
                  Township, Huron County, Michigan described as:

                  The North 1/2 of the Northwest 1/4 of Section 15, T15N, R9E.

                                           INGHAM COUNTY

                  Certain land in Vevay Township, Ingham County, Michigan
                  described as:

                  A parcel of land 660 feet wide in the Southwest 1/4 of Section
                  7 lying South of the centerline of Sitts Road as extended to
                  the North-South 1/4 line of said Section 7, T2N, R1W, more
                  particularly described as follows: Commence at the Southwest
                  corner of said Section 7, thence North along the West line of
                  said Section 2502.71 feet to the centerline of Sitts Road;
                  thence South 89 degrees54'45" East along said centerline
                  2282.38 feet to the place of beginning of this description;
                  thence continuing South 89 degrees54'45" East along said
                  centerline and said centerline extended 660.00 feet to the
                  North-South 1/4 line of said section; thence South 00
                  degrees07'20" West 1461.71 feet; thence North 89 degrees34'58"
                  West 660.00 feet; thence North 00 degrees07'20" East 1457.91
                  feet to the centerline of Sitts Road and the place of
                  beginning.

                                           IONIA COUNTY

                  Certain land in Sebewa Township, Ionia County, Michigan
                  described as:

                  A strip of land 280 feet wide across that part of the SW 1/4
                  of the NE 1/4 of Section 15, T5N, R6W, described as follows:
                  To find the place of beginning of this description commence at
                  the E 1/4 corner of said section; run thence





                                       20
<PAGE>

                  N 00 degrees 05' 38" W along the East line of said section,
                  1218.43 feet; thence S 67 degrees 18' 24" W, 1424.45 feet to
                  the East 1/8 line of said section and the place of beginning
                  of this description; thence continuing S 67 degrees 18' 24" W,
                  1426.28 feet to the North and South 1/4 line of said section
                  at a point which said point is 105.82 feet distant N'ly of the
                  center of said section as measured along said North and South
                  1/4 line of said section; thence N 00 degrees 04' 47" E along
                  said North and South 1/4 line of said section, 303.67 feet;
                  thence N 67 degrees 18' 24" E, 1425.78 feet to the East 1/8
                  line of said section; thence S 00 degrees 00' 26" E along said
                  East 1/8 line of said section, 303.48 feet to the place of
                  beginning. (Bearings are based on the East line of Section 15,
                  T5N, R6W, from the E 1/4 corner of said section to the
                  Northeast corner of said section assumed as N 00 degrees 05'
                  38" W.)

                                           IOSCO COUNTY

                  Certain land in Alabaster Township, Iosco County, Michigan
                  described as:

                  A parcel of land in the NW 1/4 of Section 34, T21N, R7E,
                  described as follows: To find the place of beginning of this
                  description commence at the N 1/4 post of said section; run
                  thence South along the North and South 1/4 line of said
                  section, 1354.40 feet to the place of beginning of this
                  description; thence continuing South along the said North and
                  South 1/4 line of said section, 165.00 feet to a point on the
                  said North and South 1/4 line of said section which said point
                  is 1089.00 feet distant North of the center of said section;
                  thence West 440.00 feet; thence North 165.00 feet; thence East
                  440.00 feet to the said North and South 1/4 line of said
                  section and the place of beginning.

                                          ISABELLA COUNTY

                  Certain land in Chippewa Township, Isabella County, Michigan
                  described as:

                  The North 8 rods of the NE 1/4 of the SE 1/4 of Section 29,
                  T14N, R3W.

                                          JACKSON COUNTY

                  Certain land in Waterloo Township, Jackson County, Michigan
                  described as:

                  A parcel of land in the North fractional part of the N
                  fractional 1/2 of Section 2, T1S, R2E, described as follows:
                  To find the place of beginning of this description commence at
                  the E 1/4 post of said section; run thence N 01 degrees 03'
                  40" E along the East line of said section 13335.45 feet to the
                  North 1/8 line of said section and the place of beginning of
                  this description; thence N 89 degrees 32' 00" W, 2677.7 feet
                  to the North and South 1/4 line of said section; thence S 00
                  degrees 59' 25" W along the North and South 1/4 line of said
                  section 22.38 feet to the North 1/8 line of said section;
                  thence S 89 degrees 59' 10" W along the North 1/8 line of said
                  section 2339.4 feet to the center line of State Trunkline
                  Highway M-52; thence N 53 degrees 46' 00" W along the center
                  line of said State Trunkline Highway 414.22 feet to the West
                  line of said section; thence N 00 degrees 55' 10" E along the
                  West line of said section 74.35 feet; thence S 89 degrees 32'
                  00" E, 5356.02 feet to the East line of said section; thence S
                  01 degrees 03' 40" W along the East line of said section 250
                  feet to the place of beginning.





                                       21
<PAGE>
                                         KALAMAZOO COUNTY

                  Certain land in Alamo Township, Kalamazoo County, Michigan
                  described as:

                  The South 350 feet of the NW 1/4 of the NW 1/4 of Section 16,
                  T1S, R12W, being more particularly described as follows: To
                  find the place of beginning of this description, commence at
                  the Northwest corner of said section; run thence S 00 degrees
                  36' 55" W along the West line of said section 971.02 feet to
                  the place of beginning of this description; thence continuing
                  S 00 degrees 36' 55" W along said West line of said section
                  350.18 feet to the North 1/8 line of said section; thence S 87
                  degrees 33' 40" E along the said North 1/8 line of said
                  section 1325.1 feet to the West 1/8 line of said section;
                  thence N 00 degrees 38' 25" E along the said West 1/8 line of
                  said section 350.17 feet; thence N 87 degrees 33' 40" W,
                  1325.25 feet to the place of beginning.

                                          KALKASKA COUNTY

                  Certain land in Kalkaska Township, Kalkaska County, Michigan
                  described as:

                  The NW 1/4 of the SW 1/4 of Section 4, T27N, R7W, excepting
                  therefrom all mineral, coal, oil and gas and such other rights
                  as were reserved unto the State of Michigan in that certain
                  deed running from the Department of Conservation for the State
                  of Michigan to George Welker and Mary Welker, his wife, dated
                  October 9, 1934 and recorded December 28, 1934 in Liber 39 on
                  page 291 of Kalkaska County Records, and subject to easement
                  for pipeline purposes as granted to Michigan Consolidated Gas
                  Company by first party herein on April 4, 1963 and recorded
                  June 21, 1963 in Liber 91 on page 631 of Kalkaska County
                  Records.

                                            KENT COUNTY

                  Certain land in Caledonia Township, Kent County, Michigan
                  described as:

                  A parcel of land in the Northwest fractional 1/4 of Section
                  15, T5N, R10W, described as follows: To find the place of
                  beginning of this description commence at the North 1/4 corner
                  of said section, run thence S 0 degrees 59' 26" E along the
                  North and South 1/4 line of said section 2046.25 feet to the
                  place of beginning of this description, thence continuing S 0
                  degrees 59' 26" E along said North and South 1/4 line of said
                  section 332.88 feet, thence S 88 degrees 58' 30" W 2510.90
                  feet to a point herein designated "Point A" on the East bank
                  of the Thornapple River, thence continuing S 88 degrees 53'
                  30" W to the center thread of the Thornapple River, thence
                  NW'ly along the center thread of said Thornapple River to a
                  point which said point is S 88 degrees 58' 30" W of a point on
                  the East bank of the Thornapple River herein designated "Point
                  B", said "Point B" being N 23 degrees 41' 35" W 360.75 feet
                  from said above-described "Point A", thence N 88 degrees 58'
                  30" E to said "Point B", thence continuing N 88 degrees 58'
                  30" E 2650.13 feet to the place of beginning. (Bearings are
                  based on the East line of Section 15, T5N, R10W between the
                  East 1/4 corner of said section and the Northeast corner of
                  said section assumed as N 0 degrees 59' 55" W.)




                                       22
<PAGE>
                                            LAKE COUNTY

                  Certain land in Pinora and Cherry Valley Townships, Lake
                  County, Michigan described as:

                  A strip of land 50 feet wide East and West along and adjoining
                  the West line of highway on the East side of the North 1/2 of
                  Section 13 T18N, R12W. Also a strip of land 100 feet wide East
                  and West along and adjoining the East line of the highway on
                  the West side of following described land: The South 1/2 of NW
                  1/4, and the South 1/2 of the NW 1/4 of the SW 1/4, all in
                  Section 6, T18N, R11W.

                                           LAPEER COUNTY

                  Certain land in Hadley Township, Lapeer County, Michigan
                  described as:

                  The South 825 feet of the W 1/2 of the SW 1/4 of Section 24,
                  T6N, R9E, except the West 1064 feet thereof.

                                          LEELANAU COUNTY

                  Certain land in Cleveland Township, Leelanau County, Michigan
                  described as:

                  The North 200 feet of the West 180 feet of the SW 1/4 of the
                  SE 1/4 of Section 35, T29N, R13W.

                                          LENAWEE COUNTY

                  Certain land in Madison Township, Lenawee County, Michigan
                  described as:

                  A strip of land 165 feet wide off the West side of the
                  following described premises: The E 1/2 of the SE 1/4 of
                  Section 12. The E 1/2 of the NE 1/4 and the NE 1/4 of the SE
                  1/4 of Section 13, being all in T7S, R3E, excepting therefrom
                  a parcel of land in the E 1/2 of the SE 1/4 of Section 12,
                  T7S, R3E, beginning at the Northwest corner of said E 1/2 of
                  the SE 1/4 of Section 12, running thence East 4 rods, thence
                  South 6 rods, thence West 4 rods, thence North 6 rods to the
                  place of beginning.

                                         LIVINGSTON COUNTY

                  Certain land in Cohoctah Township, Livingston County, Michigan
                  described as:

                                             Parcel 1

                  The East 390 feet of the East 50 rods of the SW 1/4 of Section
                  30, T4N, R4E.

                                             Parcel 2

                  A parcel of land in the NW 1/4 of Section 31, T4N, R4E,
                  described as follows: To find the place of beginning of this
                  description commence at the N 1/4 post of said section; run
                  thence N 89 degrees 13' 06" W along the North line of said
                  section, 330 feet to the place of beginning of this
                  description; running thence S 00 degrees 52' 49" W, 2167.87
                  feet; thence N 88 degrees 59' 49" W, 60 feet;




                                       23
<PAGE>
                  thence N 00 degrees 52' 49" E, 2167.66 feet to the North line
                  of said section; thence S 89 degrees 13' 06" E along said
                  North line of said section, 60 feet to the place of beginning.

                                           MACOMB COUNTY

                  Certain land in Macomb Township, Macomb County, Michigan
                  described as:

                  A parcel of land commencing on the West line of the E 1/2 of
                  the NW 1/4 of fractional Section 6, 20 chains South of the NW
                  corner of said E 1/2 of the NW 1/4 of Section 6; thence South
                  on said West line and the East line of A. Henry Kotner's Hayes
                  Road Subdivision #15, according to the recorded plat thereof,
                  as recorded in Liber 24 of Plats, on page 7, 24.36 chains to
                  the East and West 1/4 line of said Section 6; thence East on
                  said East and West 1/4 line 8.93 chains; thence North parallel
                  with the said West line of the E 1/2 of the NW 1/4 of Section
                  6, 24.36 chains; thence West 8.93 chains to the place of
                  beginning, all in T3N, R13E.

                                          MANISTEE COUNTY

                  Certain land in Manistee Township, Manistee County, Michigan
                  described as:

                  A parcel of land in the SW 1/4 of Section 20, T22N, R16W,
                  described as follows: To find the place of beginning of this
                  description, commence at the Southwest corner of said section;
                  run thence East along the South line of said section 832.2
                  feet to the place of beginning of this description; thence
                  continuing East along said South line of said section 132
                  feet; thence North 198 feet; thence West 132 feet; thence
                  South 198 feet to the place of beginning, excepting therefrom
                  the South 2 rods thereof which was conveyed to Manistee
                  Township for highway purposes by a Quitclaim Deed dated June
                  13, 1919 and recorded July 11, 1919 in Liber 88 of Deeds on
                  page 638 of Manistee County Records.

                                           MASON COUNTY

                  Certain land in Riverton Township, Mason County, Michigan
                  described as:

                                             Parcel 1

                  The South 10 acres of the West 20 acres of the S 1/2 of the NE
                  1/4 of Section 22, T17N, R17W.

                                             Parcel 2

                  A parcel of land containing 4 acres of the West side of
                  highway, said parcel of land being described as commencing 16
                  rods South of the Northwest corner of the NW 1/4 of the SW 1/4
                  of Section 22, T17N, R17W, running thence South 64 rods,
                  thence NE'ly and N'ly and NW'ly along the W'ly line of said
                  highway to the place of beginning, together with any and all
                  right, title, and interest of Howard C. Wicklund and Katherine
                  E. Wicklund in and to that portion of the hereinbefore
                  mentioned highway lying adjacent to the E'ly line of said
                  above described land.




                                       24
<PAGE>
                                          MECOSTA COUNTY

                  Certain land in Wheatland Township, Mecosta County, Michigan
                  described as:

                  A parcel of land in the SW 1/4 of the SW 1/4 of Section 16,
                  T14N, R7W, described as beginning at the Southwest corner of
                  said section; thence East along the South line of Section 133
                  feet; thence North parallel to the West section line 133 feet;
                  thence West 133 feet to the West line of said Section; thence
                  South 133 feet to the place of beginning.

                                          MIDLAND COUNTY

                  Certain land in Ingersoll Township, Midland County, Michigan
                  described as:

                  The West 200 feet of the W 1/2 of the NE 1/4 of Section 4,
                  T13N, R2E.

                                         MISSAUKEE COUNTY

                  Certain land in Norwich Township, Missaukee County, Michigan
                  described as:

                  A parcel of land in the NW 1/4 of the NW 1/4 of Section 16,
                  T24N, R6W, described as follows: Commencing at the Northwest
                  corner of said section, running thence N 89 degrees 01' 45" E
                  along the North line of said section 233.00 feet; thence South
                  233.00 feet; thence S 89 degrees 01' 45" W, 233.00 feet to the
                  West line of said section; thence North along said West line
                  of said section 233.00 feet to the place of beginning.
                  (Bearings are based on the West line of Section 16, T24N, R6W,
                  between the Southwest and Northwest corners of said section
                  assumed as North.)

                                           MONROE COUNTY

                  Certain land in Whiteford Township, Monroe County, Michigan
                  described as:

                  A parcel of land in the SW1/4 of Section 20, T8S, R6E,
                  described as follows: To find the place of beginning of this
                  description commence at the S 1/4 post of said section; run
                  thence West along the South line of said section 1269.89 feet
                  to the place of beginning of this description; thence
                  continuing West along said South line of said section 100
                  feet; thence N 00 degrees 50' 35" E, 250 feet; thence East 100
                  feet; thence S 00 degrees 50' 35" W parallel with and 16.5
                  feet distant W'ly of as measured perpendicular to the West 1/8
                  line of said section, as occupied, a distance of 250 feet to
                  the place of beginning.

                                          MONTCALM COUNTY

                  Certain land in Crystal Township, Montcalm County, Michigan
                  described as:

                  The N 1/2 of the S 1/2 of the SE 1/4 of Section 35, T10N, R5W.







                                       25
<PAGE>
                                        MONTMORENCY COUNTY

                  Certain land in the Village of Hillman, Montmorency County,
                  Michigan described as:

                  Lot 14 of Hillman Industrial Park, being a subdivision in the
                  South 1/2 of the Northwest 1/4 of Section 24, T31N, R4E,
                  according to the plat thereof recorded in Liber 4 of Plats on
                  Pages 32-34, Montmorency County Records.

                                          MUSKEGON COUNTY

                  Certain land in Casnovia Township, Muskegon County, Michigan
                  described as:

                  The West 433 feet of the North 180 feet of the South 425 feet
                  of the SW 1/4 of Section 3, T10N, R13W.

                                          NEWAYGO COUNTY

                  Certain land in Ashland Township, Newaygo County, Michigan
                  described as:

                  The West 250 feet of the NE 1/4 of Section 23, T11N, R13W.

                                          OAKLAND COUNTY

                  Certain land in Wixcom City, Oakland County, Michigan
                  described as:

                  The E 75 feet of the N 160 feet of the N 330 feet of the W
                  526.84 feet of the NW 1/4 of the NW 1/4 of Section 8, T1N,
                  R8E, more particularly described as follows: Commence at the
                  NW corner of said Section 8, thence N 87 degrees 14' 29" E
                  along the North line of said Section 8 a distance of 451.84
                  feet to the place of beginning for this description; thence
                  continuing N 87 degrees 14' 29" E along said North section
                  line a distance of 75.0 feet to the East line of the West
                  526.84 feet of the NW 1/4 of the NW 1/4 of said Section 8;
                  thence S 02 degrees 37' 09" E along said East line a distance
                  of 160.0 feet; thence S 87 degrees 14' 29" W a distance of
                  75.0 feet; thence N 02 degrees 37' 09" W a distance of 160.0
                  feet to the place of beginning.

                                           OCEANA COUNTY

                  Certain land in Crystal Township, Oceana County, Michigan
                  described as:

                  The East 290 feet of the SE 1/4 of the NW 1/4 and the East 290
                  feet of the NE 1/4 of the SW 1/4, all in Section 20, T16N,
                  R16W.

                                           OGEMAW COUNTY

                  Certain land in West Branch Township, Ogemaw County, Michigan
                  described as:

                  The South 660 feet of the East 660 feet of the NE 1/4 of the
                  NE 1/4 of Section 33, T22N, R2E.




                                       26
<PAGE>
                                          OSCEOLA COUNTY

                  Certain land in Hersey Township, Osceola County, Michigan
                  described as:

                  A parcel of land in the North 1/2 of the Northeast 1/4 of
                  Section 13, T17N, R9W, described as commencing at the
                  Northeast corner of said Section; thence West along the North
                  Section line 999 feet to the point of beginning of this
                  description; thence S 01 degrees 54' 20" E 1327.12 feet to the
                  North 1/8 line; thence S 89 degrees 17' 05" W along the North
                  1/8 line 330.89 feet; thence N 01 degrees 54' 20" W 1331.26
                  feet to the North Section line; thence East along the North
                  Section line 331 feet to the point of beginning.

                                           OSCODA COUNTY

                  Certain land in Comins Township, Oscoda County, Michigan
                  described as:

                  The East 400 feet of the South 580 feet of the W 1/2 of the SW
                  1/4 of Section 15, T27N, R3E.

                                           OTSEGO COUNTY

                  Certain land in Corwith Township, Otsego County, Michigan
                  described as:

                  Part of the NW 1/4 of the NE 1/4 of Section 28, T32N, R3W,
                  described as: Beginning at the N 1/4 corner of said section;
                  running thence S 89 degrees 04' 06" E along the North line of
                  said section, 330.00 feet; thence S 00 degrees 28' 43" E,
                  400.00 feet; thence N 89 degrees 04' 06" W, 330.00 feet to the
                  North and South 1/4 line of said section; thence N 00 degrees
                  28' 43" W along the said North and South 1/4 line of said
                  section, 400.00 feet to the point of beginning; subject to the
                  use of the N'ly 33.00 feet thereof for highway purposes.

                                           OTTAWA COUNTY

                  Certain land in Robinson Township, Ottawa County, Michigan
                  described as:

                  The North 660 feet of the West 660 feet of the NE 1/4 of the
                  NW 1/4 of Section 26, T7N, R15W.

                                        PRESQUE ISLE COUNTY

                  Certain land in Belknap and Pulawski Townships, Presque Isle
                  County, Michigan described as:

                  Part of the South half of the Northeast quarter, Section 24,
                  T34N, R5E, and part of the Northwest quarter, Section 19,
                  T34N, R6E, more fully described as: Commencing at the East 1/4
                  corner of said Section 24; thence N 00 degrees15'47" E, 507.42
                  feet, along the East line of said Section 24 to the point of
                  beginning; thence S 88 degrees15'36" W, 400.00 feet, parallel
                  with the North 1/8 line of said Section 24; thence N 00
                  degrees15'47" E, 800.00 feet, parallel with said East line of
                  Section 24; thence N 88 degrees15'36"E, 800.00 feet, along
                  said North 1/8 line of Section 24 and said line extended;
                  thence S 00 degrees15'47" W, 800.00 feet, parallel with said
                  East line of Section 24; thence





                                       27
<PAGE>
                  S 88 degrees15'36" W, 400.00 feet, parallel with said North
                  1/8 line of Section 24 to the point of beginning.

                  Together with a 33 foot easement along the West 33 feet of the
                  Northwest quarter lying North of the North 1/8 line of Section
                  24, Belknap Township, extended, in Section 19, T34N, R6E.

                                         ROSCOMMON COUNTY

                  Certain land in Gerrish Township, Roscommon County, Michigan
                  described as:

                  A parcel of land in the NW 1/4 of Section 19, T24N, R3W,
                  described as follows: To find the place of beginning of this
                  description commence at the Northwest corner of said section,
                  run thence East along the North line of said section 1,163.2
                  feet to the place of beginning of this description (said point
                  also being the place of intersection of the West 1/8 line of
                  said section with the North line of said section), thence S 01
                  degrees 01' E along said West 1/8 line 132 feet, thence West
                  parallel with the North line of said section 132 feet, thence
                  N 01 degrees 01' W parallel with said West 1/8 line of said
                  section 132 feet to the North line of said section, thence
                  East along the North line of said section 132 feet to the
                  place of beginning.

                                          SAGINAW COUNTY

                  Certain land in Chapin Township, Saginaw County, Michigan
                  described as:

                  A parcel of land in the SW 1/4 of Section 13, T9N, R1E,
                  described as follows: To find the place of beginning of this
                  description commence at the Southwest corner of said section;
                  run thence North along the West line of said section 1581.4
                  feet to the place of beginning of this description; thence
                  continuing North along said West line of said section 230 feet
                  to the center line of a creek; thence S 70 degrees 07' 00" E
                  along said center line of said creek 196.78 feet; thence South
                  163.13 feet; thence West 185 feet to the West line of said
                  section and the place of beginning.

                                          SANILAC COUNTY

                  Certain easement rights located across land in Minden
                  Township, Sanilac County, Michigan described as:

                  The Southeast 1/4 of the Southeast 1/4 of Section 1, T14N,
                  R14E, excepting therefrom the South 83 feet of the East 83
                  feet thereof.

                                         SHIAWASSEE COUNTY

                  Certain land in Burns Township, Shiawassee County, Michigan
                  described as:

                  The South 330 feet of the E 1/2 of the NE 1/4 of Section 36,
                  T5N, R4E.






                                       28
<PAGE>
                                         ST. CLAIR COUNTY

                  Certain land in Ira Township, St. Clair County, Michigan
                  described as:

                  The N 1/2 of the NW 1/4 of the NE 1/4 of Section 6, T3N, R15E.

                                         ST. JOSEPH COUNTY

                  Certain land in Mendon Township, St. Joseph County, Michigan
                  described as:

                  The North 660 feet of the West 660 feet of the NW 1/4 of SW
                  1/4, Section 35, T5S, R10W.

                                          TUSCOLA COUNTY

                  Certain land in Millington Township, Tuscola County, Michigan
                  described as:

                  A strip of land 280 feet wide across the East 96 rods of the
                  South 20 rods of the N 1/2 of the SE 1/4 of Section 34, T10N,
                  R8E, more particularly described as commencing at the
                  Northeast corner of Section 3, T9N, R8E, thence S 89 degrees
                  55' 35" W along the South line of said Section 34 a distance
                  of 329.65 feet, thence N 18 degrees 11' 50" W a distance of
                  1398.67 feet to the South 1/8 line of said Section 34 and the
                  place of beginning for this description; thence continuing N
                  18 degrees 11' 50" W a distance of 349.91 feet; thence N 89
                  degrees 57' 01" W a distance of 294.80 feet; thence S 18
                  degrees 11' 50" E a distance of 350.04 feet to the South 1/8
                  line of said Section 34; thence S 89 degrees 58' 29" E along
                  the South 1/8 line of said section a distance of 294.76 feet
                  to the place of beginning.

                                         VAN BUREN COUNTY

                  Certain land in Covert Township, Van Buren County, Michigan
                  described as:

                  All that part of the West 20 acres of the N 1/2 of the NE
                  fractional 1/4 of Section 1, T2S, R17W, except the West 17
                  rods of the North 80 rods, being more particularly described
                  as follows: To find the place of beginning of this description
                  commence at the N 1/4 post of said section; run thence N 89
                  degrees 29' 20" E along the North line of said section 280.5
                  feet to the place of beginning of this description; thence
                  continuing N 89 degrees 29' 20" E along said North line of
                  said section 288.29 feet; thence S 00 degrees 44' 00" E,
                  1531.92 feet; thence S 89 degrees 33' 30" W, 568.79 feet to
                  the North and South 1/4 line of said section; thence N 00
                  degrees 44' 00" W along said North and South 1/4 line of said
                  section 211.4 feet; thence N 89 degrees 29' 20" E, 280.5 feet;
                  thence N 00 degrees 44' 00" W, 1320 feet to the North line of
                  said section and the place of beginning.

                                         WASHTENAW COUNTY

                  Certain land in Manchester Township, Washtenaw County,
                  Michigan described as:

                  A parcel of land in the NE 1/4 of the NW 1/4 of Section 1,
                  T4S, R3E, described as follows: To find the place of beginning
                  of this description commence at the Northwest corner of said
                  section; run thence East along the North line of said section
                  1355.07 feet to the West 1/8 line of said section;




                                       29
<PAGE>
                  thence S 00 degrees 22' 20" E along said West 1/8 line of said
                  section 927.66 feet to the place of beginning of this
                  description; thence continuing S 00 degrees 22' 20" E along
                  said West 1/8 line of said section 660 feet to the North 1/8
                  line of said section; thence N 86 degrees 36' 57" E along said
                  North 1/8 line of said section 660.91 feet; thence N 00
                  degrees22' 20" W, 660 feet; thence S 86 degrees 36' 57" W,
                  660.91 feet to the place of beginning.

                                           WAYNE COUNTY

                  Certain land in Livonia City, Wayne County, Michigan described
                  as:

                  Commencing at the Southeast corner of Section 6, T1S, R9E;
                  thence North along the East line of Section 6 a distance of
                  253 feet to the point of beginning; thence continuing North
                  along the East line of Section 6 a distance of 50 feet; thence
                  Westerly parallel to the South line of Section 6, a distance
                  of 215 feet; thence Southerly parallel to the East line of
                  Section 6 a distance of 50 feet; thence easterly parallel with
                  the South line of Section 6 a distance of 215 feet to the
                  point of beginning.

                                          WEXFORD COUNTY

                  Certain land in Selma Township, Wexford County, Michigan
                  described as:

                  A parcel of land in the NW 1/4 of Section 7, T22N, R10W,
                  described as beginning on the North line of said section at a
                  point 200 feet East of the West line of said section, running
                  thence East along said North section line 450 feet, thence
                  South parallel with said West section line 350 feet, thence
                  West parallel with said North section line 450 feet, thence
                  North parallel with said West section line 350 feet to the
                  place of beginning.

                  SECTION 14. The Company is a transmitting utility under
Section 9401(5) of the Michigan Uniform Commercial Code (M.C.L. 440.9401(5)) as
defined in M.C.L. 440.9105(n).

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









                                       30
<PAGE>
                                        CONSUMERS ENERGY COMPANY



(SEAL)                                By   /s/ Laura L. Mountcastle
                                        -------------------------------------
                                          Laura L. Mountcastle
Attest:                                   Vice President and Treasurer


 /s/ Jennifer Evans
---------------------

Assistant Secretary


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

/s/ Kimberly C. Wilson
----------------------------
Kimberly C. Wilson

/s/ Sammie Dalton
----------------------------
Sammie B. Dalton


STATE OF MICHIGAN          )
                            ss.
COUNTY OF JACKSON          )

                  The foregoing instrument was acknowledged before me this 22nd
day of March, 2002, by Laura L. Mountcastle, Vice President and Treasurer of
CONSUMERS ENERGY COMPANY, a Michigan corporation, on behalf of the corporation.

                                        /s/ Margaret Hillman
                                        ----------------------------------------
                                        Margaret Hillman, Notary Public
[Seal]                                  Jackson County, Michigan
                                        My Commission Expires:  June 14, 2004



                                      S-1



<PAGE>

                                    JPMORGAN CHASE BANK, AS TRUSTEE



(SEAL)                              By               /s/ L. O' Brien
                                            -----------------------------------
                                                     L.O'Brien
Attest:                                              Vice President


/s/ James D. Heaney
----------------------------
James D. Heaney

Trust Officer

/s/ William G. Keenan
----------------------------
Willam G. Keenan
Assistant Vice President


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

                  The foregoing instrument was acknowledged before me this 22nd
day of March, 2002, by                                      , a Vice President
of JPMORGAN CHASE BANK, a New York corporation, on behalf of the corporation.

                                               /s/ Emily Fayan
                                         ---------------------------------------
                                                      Emily Fayan  Notary Public
[Seal]                                   New York County, New York
                                         My Commission Expires:


Prepared by:                             When recorded, return to:
Kimberly C. Wilson                       Consumers Energy Company
212 West Michigan Avenue                 General Services Real Estate Department
Jackson, MI 49201                        Attn:  Nancy P. Fisher, P-21-410B
                                         1945 W. Parnall Road
                                         Jackson, MI 49201




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