<PAGE>
                                                                      EXHIBIT 4a



                       NINETY-FIRST SUPPLEMENTAL INDENTURE


                        PROVIDING AMONG OTHER THINGS FOR

                              FIRST MORTGAGE BONDS,

                  $250,000,000 4.00% SERIES DUE 2010, SERIES E

                                       AND

                  $250,000,000 4.00% SERIES DUE 2010, SERIES F

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

                            DATED AS OF MAY 23, 2003

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

                            CONSUMERS ENERGY COMPANY


                                       TO


                              JPMORGAN CHASE BANK,

                                     TRUSTEE






                                                         Counterpart _____ of 80


<PAGE>





                  THIS NINETY-FIRST SUPPLEMENTAL INDENTURE, dated as of May 23,
2003 (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 4 New York Plaza, New York, New York 10004
(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

                  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



                                       1
<PAGE>

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 Indenture provides for the issuance of bonds
thereunder in one or more series, and the Company, by appropriate corporate
action in conformity with the terms of the Indenture, has duly determined to
create, and does hereby create, a new series of bonds under the Indenture
designated 4.00% Series due 2010, Series E, each of which bonds shall also bear
the descriptive title "First Mortgage Bonds" (hereinafter provided for and
hereinafter sometimes referred to as the "2010 Bonds, Series E"), 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 in the title thereof and are to
mature May 15, 2010; and

                  WHEREAS the Company and Banc One Capital Markets, Inc.,
Barclays Capital Inc. and J.P. Morgan Securities Inc. (the "Initial Purchasers")
have entered into a Purchase Agreement dated May 20, 2003 (the "Purchase
Agreement"), pursuant to which the Company agreed to sell and the Initial
Purchasers agreed to buy $250,000,000 in aggregate principal amount of 2010
Bonds, Series E (such 2010 Bonds, Series E, the "Initial Bonds"); and



                                       2
<PAGE>

                  WHEREAS the Company and the Initial Purchasers have entered
into a Registration Rights Agreement dated as of May 23, 2003 (the "Registration
Rights Agreement"); and

                  WHEREAS the Registration Rights Agreement requires the Company
to use its reasonable best efforts to make an Exchange Offer (as defined
therein) which would allow the Initial Purchasers, or permitted successor
holders, of the 2010 Bonds, Series E to exchange such bonds for bonds not
subject to certain restrictions under the Securities Act of 1933, as amended
(the "Securities Act") or to cause a Shelf Registration Statement (as defined in
the Registration Rights Agreement) to be declared effective with respect to the
2010 Bonds, Series E; and

                  WHEREAS the Company has duly determined to create, and does
hereby create, a series of bonds under the Indenture to be issued in exchange
for the 2010 Bonds, Series E, such bonds to be designated 4.00% Series due 2010,
Series F, each of which bonds shall also bear the descriptive title "First
Mortgage Bonds" (the "2010 Bonds, Series F" or "Exchange 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 in the title thereof and are to
mature May 15, 2010; and

                  WHEREAS, each of the registered bonds without coupons of 2010
Bonds, Series E, and the Trustee's Authentication Certificate thereon, and each
of the registered bonds without coupons of the 2010 Bonds, Series F, and the
Trustee's Authentication Certificate thereon, are to be substantially in the
following forms, respectively, to wit:

              [FORM OF REGISTERED BOND OF THE 2010 BONDS, SERIES E]

                                     [FACE]

                  THIS BOND IS A GLOBAL BOND REGISTERED IN THE NAME OF THE
DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL BONDS REPRESENTED HEREBY, THIS
GLOBAL BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
GLOBAL BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK), A NEW YORK CORPORATION (THE
"DEPOSITARY"), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.




                                       3
<PAGE>

                  THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
(5) TO CONSUMERS ENERGY COMPANY OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

                            CONSUMERS ENERGY COMPANY
                               FIRST MORTGAGE BOND
                         4.00% SERIES DUE 2010, SERIES E


CUSIP: [210518BR6/U21010AH3]                                        $250,000,000

ISIN: [US210518BR65/USU21010AH32]

No.: ________________

CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Two Hundred Fifty Million Dollars
($250,000,000) on May 15, 2010, 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
November 15, 2003 in which case from May 23, 2003 (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 November 15, 2003, from May 23, 2003), at the rate per annum, until the
principal hereof shall have become due and payable, specified in the title of
this bond, payable on November 15 and May 15 in each year. If the Company does
not comply with certain of its obligations under the Registration Rights
Agreement entered into by the Company as of May 23, 2003, (in which case the
Company shall notify the Trustee thereof), the bonds of this series shall, in
accordance with Section 5 of such Registration Rights Agreement, bear additional
interest ("Additional Interest") in addition to the



                                       4
<PAGE>

interest provided for in the immediately preceding sentence. For purposes of the
bonds of this series, the term "interest" shall be deemed to include interest
provided for in the second immediately preceding sentence and Additional
Interest, if any.

                  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.

                  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:        ___________________________
                                          Printed:   ___________________________
                                          Title:     ___________________________

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



                                       5
<PAGE>

                                    [REVERSE]

                            CONSUMERS ENERGY COMPANY

                               FIRST MORTGAGE BOND
                         4.00% SERIES DUE 2010, SERIES E

                  The interest payable on any November 15 or May 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 the first calendar day of the month
next preceding such interest payment date, or, if such November 15 or May 15
shall be a legal holiday or a day on which banking institutions in the Borough
of Manhattan, The City of New York, are authorized to close, the next preceding
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 interest
on this bond shall be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, 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.

                  This bond is one of the bonds of a series designated as First
Mortgage Bonds, 4.00% Series due 2010, Series E (sometimes herein referred to as
the "2010 Bonds, Series E" or the "Bonds") issued and to be issued from time to
time under and in accordance with and 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"), together
with indentures supplemental thereto, heretofore or hereafter executed, to which
indenture and indentures supplemental thereto (hereinafter referred to
collectively as the "Indenture") reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and the rights of
the holders of said bonds and of the Trustee and of the Company in respect of
such security, and the limitations on such rights. By the terms of the
Indenture, the bonds to be secured thereby are issuable in series which may vary
as to date, amount, date of maturity, rate of interest and in other respects as
provided in the Indenture.

                  The 2010 Bonds, Series E are redeemable upon notice given by
mailing the same, postage prepaid, not less than thirty days nor more than sixty
days prior to the date fixed for redemption to each registered holder of a bond
to be redeemed (in whole or in part) at the last address of such holder
appearing on the registry books. Any or all of the bonds of this series may be
redeemed by the Company, at any time and from time to time prior to maturity, at
a redemption price equal to the greater of (1) 100% of the principal amount of
the Bonds and (2) the sum of the present values of the Remaining Scheduled
Payments (as defined below) of principal and interest on the Bonds discounted to
the redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below), plus 20 basis points,
plus in either case accrued interest on the Bonds to the date of redemption.

                  "Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue (as


                                       6
<PAGE>

defined below), assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price (as
defined below) for such redemption date.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker (as defined below) as
having a maturity comparable to the remaining term of the Bonds to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Bonds.

                  "Independent Investment Banker" means either Banc One Capital
Markets, Inc., Barclays Capital Inc. and J.P. Morgan Securities Inc. or, if such
firms are unwilling or unable to select the Comparable Treasury Issues, an
independent banking institution of national standing selected by the Company.

                  "Comparable Treasury Price" means, with respect to any
redemption date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "H.15(519)" or (2) if such release (or
any successor release) is not published or does not contain such prices on such
business day, (a) the average of the Reference Treasury Dealer Quotations (as
defined below) for such redemption date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations, or (b) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer (as defined below) and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such redemption date.

                  "Reference Treasury Dealer" means (1) each of Banc One Capital
Markets, Inc., Barclays Capital Inc. and J.P. Morgan Securities Inc. and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall replace that former dealer with
another Primary Treasury Dealer and (2) up to four other Primary Treasury
Dealers selected by the Company.

                  "Remaining Scheduled Payments" means, with respect to each
Bond to be redeemed, the remaining scheduled payments of the principal thereof
and interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if that redemption date is prior to an
interest payment date with respect to such Bond, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to that redemption date.



                                       7
<PAGE>

                  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. The holders of certain specified percentages of the bonds at the time
outstanding, including in certain cases specified percentages of bonds of
particular series, may in certain cases, to the extent and as provided in the
Indenture, waive certain defaults thereunder and the consequences of such
defaults.

                  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 reduce any premium payable on the redemption 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 upon the approval or consent of the holders of
which modifications or alterations may be made as aforesaid.

                  The Company reserves the right, without any consent, vote or
other action by holders of the 2010 Bonds, Series E 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.

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

          [END OF FORM OF REGISTERED BOND OF THE 2010 BONDS, SERIES E]

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


                                       8
<PAGE>


              [FORM OF REGISTERED BOND OF THE 2010 BONDS, SERIES F]

                                     [FACE]

                  THIS BOND IS A GLOBAL BOND REGISTERED IN THE NAME OF THE
DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL BONDS REPRESENTED HEREBY, THIS
GLOBAL BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
GLOBAL BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK), A NEW YORK CORPORATION (THE
"DEPOSITARY"), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                            CONSUMERS ENERGY COMPANY
                               FIRST MORTGAGE BOND
                         4.00% SERIES DUE 2010, SERIES F

CUSIP: __________________                                           $250,000,000

ISIN: __________________

No.: ________________

                  CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter
called the "Company"), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of Two Hundred Fifty Million Dollars
($250,000,000) on May 15, 2010 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
November 15, 2003, in which case from May 23, 2003, or unless the date hereof is
after November 15, 2003 but prior to the first date when any interest hereon has
been paid, in which case from the last interest payment date on the Company's
First Mortgage Bonds, 4.00% Series due 2010, Series E, to which interest has
been paid (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,



                                       9
<PAGE>

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 November 15, 2003, from May 23, 2003), at the rate
per annum, until the principal hereof shall have become due and payable,
specified in the title of this bond, payable on November 15 and May 15 in each
year.

                  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.

                  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:        ____________________________
                                         Printed:   ____________________________
                                         Title:     ____________________________


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


                                       10
<PAGE>


                                    [REVERSE]

                            CONSUMERS ENERGY COMPANY

                               FIRST MORTGAGE BOND
                         4.00% SERIES DUE 2010, SERIES F

                  The interest payable on any November 15 or May 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 the first calendar day of the month
next preceding such interest payment date, or, if such November 15 or May 15
shall be a legal holiday or a day on which banking institutions in the Borough
of Manhattan, The City of New York, are authorized to close, the next preceding
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 interest
on this bond shall be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, 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.

                  This bond is one of the bonds of a series designated as First
Mortgage Bonds, 4.00% Series due 2010, Series F (sometimes herein referred to as
the "2010 Bonds, Series F" or the "Bonds") issued and to be issued from time to
time under and in accordance with and 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"), together
with indentures supplemental thereto, heretofore or hereafter executed, to which
indenture and indentures supplemental thereto (hereinafter referred to
collectively as the "Indenture") reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and the rights of
the holders of said bonds and of the Trustee and of the Company in respect of
such security, and the limitations on such rights. By the terms of the
Indenture, the bonds to be secured thereby are issuable in series which may vary
as to date, amount, date of maturity, rate of interest and in other respects as
provided in the Indenture.

                  The 2010 Bonds, Series F are redeemable upon notice given by
mailing the same, postage prepaid, not less than thirty days nor more than sixty
days prior to the date fixed for redemption to each registered holder of a bond
to be redeemed (in whole or in part) at the last address of such holder
appearing on the registry books. Any or all of the bonds of this series may be
redeemed by the Company, at any time and from time to time prior to maturity, at
a redemption price equal to the greater of (1) 100% of the principal amount of
the Bonds and (2) the sum of the present values of the Remaining Scheduled
Payments (as defined below) of principal and interest on the Bonds discounted to
the redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below), plus 20 basis points,
plus in either case accrued interest on the Bonds to the date of redemption.

                  "Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue (as


                                       11
<PAGE>
defined below), assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price (as
defined below) for such redemption date.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker (as defined below) as
having a maturity comparable to the remaining term of the Bonds to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Bonds.

                  "Independent Investment Banker" means either Banc One Capital
Markets, Inc., Barclays Capital Inc. and J.P. Morgan Securities Inc. or, if such
firms are unwilling or unable to select the Comparable Treasury Issues, an
independent banking institution of national standing selected by the Company.

                  "Comparable Treasury Price" means, with respect to any
redemption date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "H.15(519)" or (2) if such release (or
any successor release) is not published or does not contain such prices on such
business day, (a) the average of the Reference Treasury Dealer Quotations (as
defined below) for such redemption date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations, or (b) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer (as defined below) and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such redemption date.

                  "Reference Treasury Dealer" means (1) each of Banc One Capital
Markets, Inc., Barclays Capital Inc. and J.P. Morgan Securities Inc. and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall replace that former dealer with
another Primary Treasury Dealer and (2) up to four other Primary Treasury
Dealers selected by the Company.

                  "Remaining Scheduled Payments" means, with respect to each
Bond to be redeemed, the remaining scheduled payments of the principal thereof
and interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if that redemption date is prior to an
interest payment date with respect to such Bond, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to that redemption date.




                                       12
<PAGE>

                  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. The holders of certain specified percentages of the bonds at the time
outstanding, including in certain cases specified percentages of bonds of
particular series, may in certain cases, to the extent and as provided in the
Indenture, waive certain defaults thereunder and the consequences of such
defaults.

                  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 reduce any premium payable on the redemption 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 upon the approval or consent of the holders of
which modifications or alterations may be made as aforesaid.

                  The Company reserves the right, without any consent, vote or
other action by holders of the 2010 Bonds, Series F 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.

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

          [END OF FORM OF REGISTERED BOND OF THE 2010 BONDS, SERIES F]

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





                                       13
<PAGE>

                  AND WHEREAS all acts and things necessary to make the 2010
Bonds, Series E, and the 2010 Bonds, Series F (collectively referred to herein
as the "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, this Supplemental Indenture, 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, duly
paid by the Trustee to the Company, and of other good and valuable
considerations, the receipt whereof is hereby acknowledged, and for the purpose
of securing the due and punctual payment of the principal of and premium, if
any, and interest on all bonds now outstanding under the Indenture and the
$250,000,000 principal amount of the 2010 Bonds, Series E and of the Exchange
Bonds, if issued, 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, alienate 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 12 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.



                                       14

<PAGE>


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

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

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

                  SECTION 1. There is hereby created one series of bonds (the
2010 Bonds, Series E) 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 2010 Bonds, Series E shall be
issued in the aggregate principal amount of $250,000,000, shall mature on May
15, 2010 and shall be issued only as registered bonds without coupons in
denominations of $1,000 and any multiple thereof. The serial numbers of the 2010
Bonds, Series E 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 2010 Bonds, Series E
shall bear interest at the rate per annum, until the principal thereof shall
have become due and payable, specified in the title thereto, payable
semi-annually on November 15 and May 15 in each year. If the Company does not
comply with certain of its obligations under the Registration Rights Agreement,
(in which case the Company shall notify the Trustee thereof), the 2010 Bonds,
Series E shall, in accordance with Section 5 of the Registration Rights
Agreement, bear additional interest ("Additional Interest") in addition to the
interest provided for in the immediately preceding sentence. For purposes of
this Supplemental Indenture and the 2010 Bonds, Series E, the term "interest"
shall be deemed to include interest provided for in the second immediately
preceding sentence and Additional Interest, if any. 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


                                       15
<PAGE>





debts, at the office or agency of the Company in the City of New York,
designated for that purpose.

                  SECTION 2. The Company and the Initial Purchasers have entered
into the Registration Rights Agreement. The Registration Rights Agreement
provides that the 2010 Bonds, Series E that are issued and sold without
registration under the Securities Act may be exchanged for the 2010 Bonds,
Series F, which will be registered under the Securities Act and will otherwise
have substantially the same terms as the 2010 Bonds, Series E. In the event such
exchange does not occur, the Company is required to cause a Shelf Registration
Statement, as defined in and pursuant to the Registration Rights Agreement, to
be declared effective with respect to the 2010 Bonds, Series F to be issued upon
the surrender of the 2010 Bonds, Series E as provided in the Registration Rights
Agreement.

                  SECTION 3. Terms of Bonds.

                  3.01 Form of Bonds.

                  (a) The 2010 Bonds, Series E offered and sold to a
Qualified Institutional Buyer (within the meaning of Rule 144A under the
Securities Act) in reliance on Rule 144A under the Securities Act ("Rule 144A")
or in reliance on Regulation S under the Securities Act ("Regulation S"), in
each case as provided in the Purchase Agreement, shall in each case be issued
initially in the form of one or more permanent Global Bonds in definitive, fully
registered form without interest coupons with the global securities legend and
restricted securities legend set forth in Section 3.02(b) hereof (each, a
"Restricted Global Bond"), which shall be deposited on behalf of the purchasers
of the Initial Bonds represented thereby with the Trustee, at its corporate
trust office, as securities custodian (or with such other securities custodian
as the Depository (as defined below) may direct), and registered in the name of
the Depository or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Global Bonds may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depository or its nominee
as hereinafter provided. Exchange Bonds shall be issued in global form. Exchange
Bonds issued in global form and Restricted Global Bonds are sometimes referred
to in this Supplemental Indenture as "Global Bonds." The Depositary for the
Global Bonds shall be The Depository Trust Company, a New York corporation, or
its duly appointed successor (the "Depository").

                  (b) This Section 3.01(b) shall apply only to a Global Bond
deposited with or on behalf of the Depository.

                  The Company shall execute and the Trustee shall, in the case
of each of the 2010 Bonds, Series E and the 2010 Bonds, Series F, in accordance
with this Section 3.01(b), authenticate and deliver initially one or more Global
Bonds that (a) shall be registered in the name of the Depository or the nominee
of the Depository and (b) shall be delivered by the Trustee to the Depository or
pursuant to the Depository's instructions or held by the Trustee as securities
custodian.




                                       16
<PAGE>





                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Supplemental Indenture with respect to
any Global Bond held on their behalf by the Depository or by the Trustee as the
securities custodian or under such Global Bond, and the Company, the Trustee and
any agent of the Company or the Trustee shall be entitled to treat the
Depository as the absolute owner of such Global Bond for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices of such Depository governing the exercise of the rights of a
holder of a beneficial interest in any Global Bond.

                  (c) Except as provided in this Section 3.01, Section 3.02
or Section 3.03, owners of beneficial interests in Restricted Global Bonds shall
not be entitled to receive physical delivery of certificated Bonds.

                  3.02 Transfer and Exchange.

                  (a) Transfer and Exchange of Global Bonds.

                           (i) The transfer and exchange of Global Bonds or
         beneficial interests therein shall be effected through the Depository,
         in accordance with this Supplemental Indenture (including applicable
         restrictions on transfer set forth herein, if any) and the procedures
         of the Depository therefor.

                           (ii) Notwithstanding any other provision of this
         Supplemental Indenture (other than the provisions set forth in Section
         3.03), a Global Bond may not be transferred as a whole except by the
         Depository to a nominee of the Depository or by a nominee of the
         Depository to the Depository or another nominee of the Depository or by
         the Depository or any such nominee to a successor Depository or a
         nominee of such successor Depository.

                           (iii) In the event that a Restricted Global Bond is
         exchanged for Bonds in certificated registered form pursuant to Section
         3.03 prior to the consummation of a registered exchange offer or the
         effectiveness of a Shelf Registration Statement (as defined in the
         Registration Rights Agreement) with respect to such Initial Bonds, such
         Restricted Global Bond may be exchanged only in accordance with such
         procedures as are substantially consistent with the provisions of this
         Section 3.02 and such other procedures as may from time to time be
         adopted by the Company; provided, however, the Trustee shall be
         notified of such event.

                  (b) Legend.

                           (i) Except as permitted by the following paragraphs
         (ii), (iii) and (iv), each Bond certificate evidencing a Transfer
         Restricted Security (as defined in the Registration Rights Agreement)
         shall bear a legend in substantially the following form:

         THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")


                                       17
<PAGE>




         AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
         (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
         INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
         SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
         QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
         OF RULE 144A UNDER THE SECURITIES ACT, (2) IN AN OFFSHORE TRANSACTION
         COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
         SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
         THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4)
         IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
         OF THE SECURITIES ACT, (5) TO CONSUMERS ENERGY COMPANY OR (6) PURSUANT
         TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B)
         IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
         UNITED STATES.

                           (ii) Upon any sale or transfer of a Transfer
         Restricted Security (as defined in the Registration Rights Agreement)
         (including any Transfer Restricted Security (as defined in the
         Registration Rights Agreement) represented by a Restricted Global Bond)
         pursuant to Rule 144, the security registrar shall, subject to approval
         by the Company, permit the transferee thereof to exchange such Transfer
         Restricted Security (as defined in the Registration Rights Agreement)
         for a certificated Bond that does not bear the legend set forth above
         and rescind any restriction on the transfer of such Transfer Restricted
         Security (as defined in the Registration Rights Agreement), if the
         transferor thereof certifies in writing to the security registrar that
         such sale or transfer was made in reliance on Rule 144.

                           (iii) After a transfer of any Initial Bonds pursuant
         to and during the period of the effectiveness of a Shelf Registration
         Statement (as defined in the Registration Rights Agreement) with
         respect to such Initial Bonds all requirements pertaining to legends on
         such Initial Bonds with respect to such Bonds transferred will cease to
         apply and Initial Bonds in global form, without restrictive transfer
         legends, will be available to the transferee of the holder of such
         Initial Bonds upon written directions to transfer such holder's
         interest in the Global Bond.

                           (iv) Upon the consummation of a registered exchange
         offer with respect to the Initial Bonds, Exchange Bonds in global form
         will be available to holders that exchange such Initial Bonds in such
         registered exchange offer.

                  (c) Cancellation or Adjustment of Global Bond. At such time as
all beneficial interests in a Global Bond have either been exchanged for
certificated Bonds, redeemed, purchased or canceled, such Global Bond shall be
canceled by the Trustee. At any time prior to such cancellation, if any
beneficial interest in a Global Bond is exchanged for certificated Bonds,
redeemed, purchased or canceled, the principal amount of Bonds represented by
such Global Bond shall be reduced and an adjustment shall be made on the books
and records of the securities custodian with respect to such Global Bond.




                                       18
<PAGE>





                  (d) Obligations with Respect to Transfers and Exchanges of
Bonds.

                           (i) To permit registrations of transfers and
         exchanges, the Company shall execute and the Trustee shall authenticate
         certificated Bonds and Global Bonds at the security registrar's
         request.

                           (ii) No service charge shall be made for registration
         of transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax, assessments or similar
         governmental charge payable in connection therewith.

                           (iii) Prior to the due presentation for registration
         of transfer of any Bond, the Company, the Trustee, the paying agent or
         the security registrar may deem and treat the person in whose name a
         Bond is registered as the absolute owner of such Bond for the purpose
         of receiving payment of principal of and interest on such Bond and for
         all other purposes whatsoever, whether or not such Bond is overdue, and
         none of the Company, the Trustee, the paying agent or the security
         registrar shall be affected by notice to the contrary.

                           (iv) All Bonds issued upon any transfer or exchange
         pursuant to the terms of the Indenture shall evidence the same debt and
         shall be entitled to the same benefits under the Indenture as the Bonds
         surrendered upon such transfer or exchange.

                  (e) No Obligation of Trustee.

                           (i) The Trustee (whether in its capacity as Trustee
         or otherwise) shall have no responsibility or obligation to any
         beneficial owner of a Global Bond, Agent Member or other person with
         respect to the accuracy of the records of the Depository or its nominee
         or of any Agent Member, with respect to any ownership interest in the
         Bonds or with respect to the delivery to any Agent Member, beneficial
         owner or other person (other than the Depository) of any notice
         (including any notice of redemption) or the payment of any amount,
         under or with respect to such Bonds. All notices and communications to
         be given to the holders and all payments to be made to holders under
         the Bonds shall be given or made only to or upon the order of the
         registered holders (which shall be the Depository or its nominee in the
         case of a Global Bond). The rights of beneficial owners in any Global
         Bond shall be exercised only through the Depository subject to the
         applicable rules and procedures of the Depository. The Trustee may rely
         and shall be fully protected in relying upon information furnished by
         the Depository with respect to its Agent Members and any beneficial
         owners.

                           (ii) The Trustee shall have no obligation or duty to
         monitor, determine or inquire as to compliance with any restrictions on
         transfer imposed under this Supplemental Indenture or under applicable
         law with respect to any transfer of any interest in any Bond (including
         any transfers between or among Agent Members or beneficial owners in
         any Global Bond) other than to require delivery of such certificates
         and other documentation or evidence as are expressly required by, and
         to do so if and when expressly required by, the terms of the Indenture.




                                       19
<PAGE>





                  3.03 Certificated Bonds.

                  (a) A Global Bond deposited with the Depository or with the
Trustee as securities custodian pursuant to Section 3.01 shall be transferred to
the beneficial owners thereof in the form of certificated Bonds in an aggregate
principal amount equal to the principal amount of such Global Bond, in exchange
for such Global Bond, only if such transfer complies with this Section 3.03 and
the conditions set forth in Article II of the Indenture.

                  (b) Any Global Bond that is transferable to the beneficial
owners thereof pursuant to this Section 3.03 shall be surrendered by the
Depository to the Trustee at its corporate trust office to be so transferred, in
whole or from time to time in part, without charge, and the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global
Bond, an equal aggregate principal amount of certificated Bonds of authorized
denominations. Any portion of a Global Bond transferred pursuant to this Section
3.03 shall be executed, authenticated and delivered only in denominations of
$1,000 principal amount and any integral multiple thereof and registered in such
names as the Depository shall direct. Any certificated Initial Bond delivered in
exchange for an interest in the Global Bond shall bear the restricted securities
legend set forth in Section 3.02(b) hereof.

                  (c) Subject to the provisions of Section 3.03(b), the
registered holder of a Global Bond shall be entitled to grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a holder is
entitled to take under the Indenture or the Bonds.

                  3.04 Issuance of Exchange Bonds. The Trustee shall not
authenticate the 2010 Bonds, Series F for issuance until (i) such bonds are
issued in principal amount equal to the principal amount of retired 2010 Bonds,
Series E made the basis for such issuance in accordance with Article V of the
Indenture and (ii) the Trustee shall have received (or shall receive
concurrently with the granting of the application of the Company for the
authentication and delivery by the Trustee of such bonds) the documents required
by Article V of the Indenture.

                  SECTION 4. The 2010 Bonds, Series E and the 2010 Bonds, Series
F, are redeemable upon notice given by mailing the same, postage prepaid, not
less than thirty days nor more than sixty days prior to the date fixed for
redemption to each registered holder of a bond to be redeemed (in whole or in
part) at the last address of such holder appearing on the registry books. Any or
all of the bonds of this series may be redeemed by the Company, at any time and
from time to time prior to maturity, at a redemption price equal to the greater
of (1) 100% of the principal amount of the Bonds and (2) the sum of the present
values of the Remaining Scheduled Payments (as defined below) of principal and
interest on the Bonds discounted to the redemption date semiannually (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined below), plus 20 basis points, plus accrued interest on the Bonds to the
date of redemption.

                  "Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue (as defined below), assuming a price for the
Comparable Treasury Issue (expressed as a percentage


                                       20
<PAGE>





of its principal amount) equal to the Comparable Treasury Price (as defined
below) for such redemption date.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker (as defined below) as
having a maturity comparable to the remaining term of the Bonds to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Bonds.

                  "Independent Investment Banker" means either Banc One Capital
Markets, Inc., Barclays Capital Inc. and J.P. Morgan Securities Inc. or, if such
firms are unwilling or unable to select the Comparable Treasury Issues, an
independent banking institution of national standing selected by the Company.

                  "Comparable Treasury Price" means, with respect to any
redemption date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "H.15(519)" or (2) if such release (or
any successor release) is not published or does not contain such prices on such
business day, (a) the average of the Reference Treasury Dealer Quotations (as
defined below) for such redemption date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations, or (b) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer (as defined below) and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such redemption date.

                  "Reference Treasury Dealer" means (1) each of Banc One Capital
Markets, Inc., Barclays Capital Inc. and J.P. Morgan Securities Inc. and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall replace that former dealer with
another Primary Treasury Dealer and (2) up to four other Primary Treasury
Dealers selected by the Company.

                  "Remaining Scheduled Payments" means, with respect to each
Bond to be redeemed, the remaining scheduled payments of the principal thereof
and interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if that redemption date is prior to an
interest payment date with respect to such Bond, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to that redemption date.

                  SECTION 5. The 2010 Bonds, Series E and the 2010 Bonds, Series
F are not redeemable by the operation of the maintenance and replacement
provisions of the Indenture or


                                       21
<PAGE>





with the proceeds of released property or in any other manner except as set
forth in Section 4 hereof.

                  SECTION 6. The Company reserves the right, without any
consent, vote or other action by the holders of the 2010 Bonds, Series E and the
2010 Bonds, Series F, or of any subsequent series of bonds issued under the
Indenture, to make such amendments to the Indenture, as supplemented, as shall
be necessary in order to amend Section 17.02 to read as follows:

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

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


                                       22
<PAGE>





                  such supplemental indenture affects the Trustee's own rights,
                  duties or immunities under this Indenture or otherwise, in
                  which case the Trustee may in its discretion but shall not be
                  obligated to enter into such supplemental indenture.

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

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

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

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

                  SECTION 8. 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.




                                       23
<PAGE>
                  SECTION 9. 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 10. In the event the date of any notice required or
permitted hereunder shall not be a Business Day (as defined below), then
(notwithstanding any other provision of the Indenture or of any supplemental
indenture thereto) such notice 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. "Business Day" means, with respect to this
Section 10, any day, other than a Saturday or Sunday, on which banks generally
are open in New York, New York for the conduct of substantially all of their
commercial lending activities and on which interbank wire transfers can be made
on the Fedwire system.

                  SECTION 11. This Supplemental Indenture, the 2010 Bonds,
Series E and the 2010 Bonds, Series F 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 12. 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


                                       24
<PAGE>





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.

                                       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


                                       25
<PAGE>





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.

                                      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


                                       26
<PAGE>





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 lien of the Indenture, used or available for use in the operation of
its properties, and all other property, real or personal, forming a part of or
appertaining to or used, occupied or enjoyed in connection with such telephone
properties or any of them or adjacent thereto; together with all real estate,
rights of way, easements, permits, privileges, franchises, property, devices or
rights related to the dispatch, transmission, reception or reproduction of
messages, communications, intelligence, signals, light, vision or sound by
electricity, wire or otherwise, including all telephone equipment installed in
buildings used as general and regional offices, substations and generating
stations and all telephone lines erected on towers and poles; and all radio
communication equipment of the Company, together with all property, real or
personal (except any in the Indenture expressly excepted), fixed stations,
towers, auxiliary radio buildings and equipment, and all appurtenances used in
connection therewith, wherever located, in the State of Michigan.

                                       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 lien of the Indenture. Such real property includes
but is not


                                       27
<PAGE>





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.

                                  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.


                                       28
<PAGE>


                                  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.

                                  BENZIE COUNTY

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




                                       29
<PAGE>

                  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
         degrees 21'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.

                                CHARLEVOIX COUNTY

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



                                       30
<PAGE>

                  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.



                                       31
<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:


                                       32
<PAGE>

                  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, 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:

                  Lot 238 of Assessors Plat of the Village of Litchfield.

                                  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.


                                       33
<PAGE>

                                  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 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


                                       34
<PAGE>

         03' 40" E along the East line of said section 1335.45 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.

                                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"



                                       35
<PAGE>

         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.)

                                   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


                                       36
<PAGE>

         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; 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


                                       37
<PAGE>

         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.

                                 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


                                       38
<PAGE>

         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.

                               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.


                                       39
<PAGE>

                                 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.

                                 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.


                                       40
<PAGE>

                                  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 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


                                       41
<PAGE>

         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.

                                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.


                                       42
<PAGE>

                                 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; 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.



                                       43
<PAGE>

                                  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 13. The Company is a transmitting utility under
Section 9501(2) of the Michigan Uniform Commercial Code (M.C.L. 440.9501(2)) as
defined in M.C.L. 440.9102(1)(aaaa).

                  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.




                                       44
<PAGE>

                                            CONSUMERS ENERGY COMPANY



(SEAL)                               By:  /s/ Paul A. Stadnikia
                                        ----------------------------------------
                                              Paul A. Stadnikia
Attest:                                       Treasurer



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



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



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



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



STATE OF MICHIGAN     )
                        ss.
COUNTY OF JACKSON     )


                  The foregoing instrument was acknowledged before me this 23rd
day of May, 2003, by Paul A. Stadnikia, 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/ Rosa Ciaccia
---------------------------------
Rosa Ciaccia
Trust Officer



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

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


 /s/ Natalia Rodriguez
---------------------------------
Natalia Rodriguez
Vice President

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

                  The foregoing instrument was acknowledged before me this 23rd
day of May, 2003, by L. O'Brien, a Vice President of JPMORGAN CHASE BANK, a New
York corporation, on behalf of the corporation.


                                    /s/ Emily Fayan
                                   ---------------------------------
                                   EMILY FAYAN
                                   Notary Public, State of New York
[Seal]                             No. 01FA4737006
                                   Qualified in Kings County
                                   Certificate Filed in New York County
                                   Commission Expires Dec. 31, 2005

Prepared by:                       When recorded, return to:
Kimberly C. Wilson                 Consumers Energy Company
One Energy Plaza, EP11-219         Business Services Real Estate Dept.
Jackson, MI 49201                  Attn: Nancy Fisher EP7-439
                                   One Energy Plaza
                                   Jackson, MI 49201



                                      S-2