Exhibit 4.1


 


ONE HUNDRED THIRTY-NINTH SUPPLEMENTAL
INDENTURE


Providing among other things for


 


FIRST MORTGAGE BONDS,


 


$575,000,000 3.50% Series due 2051


 


Dated as of March 26, 2020


 





 









 


CONSUMERS ENERGY COMPANY


 


TO


 


THE BANK OF NEW YORK MELLON,


 


TRUSTEE


  


Counterpart
_____ of 80


 






     


     


    

 





THIS ONE HUNDRED THIRTY-NINTH
SUPPLEMENTAL INDENTURE, dated as of March 26, 2020 (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 One Energy Plaza, in Jackson, Jackson County, Michigan
49201, formerly known as Consumers Power Company (hereinafter sometimes referred to as the “Company”), and THE BANK
OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation, with its corporate trust offices at
240 Greenwich Street, New York, New York 10286 (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, effective November
13, 2004, the name of JPMorgan Chase Bank was changed to JPMorgan Chase Bank, N.A.; and


 


WHEREAS, effective April
7, 2006, The Bank of New York succeeded JPMorgan Chase Bank, N.A. as Trustee under the Indenture; and


 






    1


     


    

 





WHEREAS, effective July
1, 2008, the name of The Bank of New York was changed to The Bank of New York Mellon; 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 $11,000,000,000 at any
one time outstanding (except as provided in Section 2.01 of the Indenture), and the Indenture describes and sets forth the property
conveyed thereby and is filed in the Office of the Secretary of State of the State of Michigan and is of record in the Office of
the Register of Deeds of each county in the State of Michigan in which this Supplemental Indenture is to be recorded; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


WHEREAS, the 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 3.50% Series due 2051, which bonds shall also bear the descriptive title “First Mortgage Bonds” (hereinafter
provided for and hereinafter sometimes referred to as the “2051 Bonds” or the “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 on August 1, 2051; and


 






    2


     


    

 





WHEREAS, the Company
and Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as representatives
of the several underwriters named therein (the “Underwriters”), have entered into an Underwriting Agreement dated March
17, 2020 (the “Underwriting Agreement”), pursuant to which the Company agreed to sell and the Underwriters agreed to
buy $575,000,000 in aggregate principal amount of 2051 Bonds; and


 


WHEREAS, the registered
bonds without coupons of the 2051 Bonds and the Trustee’s Authentication Certificate thereon are to be substantially in the
following form, to wit:


 


{FORM OF REGISTERED BOND OF THE 2051 BONDS}


 


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

3.50% SERIES DUE 2051


 


		CUSIP:	210518 DH6	$



ISIN: US210518DH65


 


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 ($ ) on August 1, 2051 (the “Stated Maturity”), and
to pay to the registered holder hereof interest on said sum from and including the latest semi-annual interest payment date
to which interest has been paid or duly made available for payment 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 and including the date
hereof, or unless the date hereof is prior to August 1, 2020 in which case from and including March 26, 2020 (or if this bond
is dated between the record date for any interest payment date and such interest payment date, then from and including 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 and including the next preceding semi-annual interest payment date to which interest has been paid or
duly made available for payment on the bonds of this series, or if such interest payment date is August 1, 2020, from and
including March 26, 2020), in each case to but excluding the next succeeding interest payment date or the date of maturity,
as the case may be, at the rate per annum, until the principal hereof is paid or duly made available for payment, specified
in the title of this bond, payable on February 1 and August 1 in each year. The provisions of this bond are continued below
and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.


 






    3


     


    

 


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:	/s/ Srikanth Maddipati
	 	Printed:	Srikanth Maddipati
	 	Title:	 Vice President and Treasurer
	 



 


	Attest:	/s/ Terry Christian	 
	 	Terry Christian
	 	Assistant Secretary




 


TRUSTEE’S AUTHENTICATION CERTIFICATE


 


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


 


	 	THE BANK OF NEW YORK MELLON, Trustee
	 
	 	By:	/s/ Laurence J. O’Brien
	 	 	Authorized Officer




 






    4


     


    

 


CONSUMERS ENERGY COMPANY


 


FIRST MORTGAGE BOND

3.50% SERIES DUE 2051


 


The interest payable
on any February 1 or August 1 will, subject to certain exceptions provided in the Indenture hereinafter mentioned, be paid to the
person in whose name this bond is registered at 5:00 p.m., New York City time, on the record date, which shall be the January 15
or July 15 (whether or not such January 15 or July 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) preceding the relevant interest payment date, except that interest
payable at the Stated Maturity shall be paid to the person to whom the principal amount is paid. The initial interest payment date
will be August 1, 2020. 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, 3.50% Series due 2051 (sometimes herein referred to as the “2051 Bonds”
or the “Bonds”) issued 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 (The Bank
of New York Mellon, 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.


 


Any or all of the 2051
Bonds may be redeemed by the Company at its option, in whole or in part, at any time and from time to time prior to maturity. The
redemption price for any such 2051 Bonds being redeemed on any redemption date prior to the Par Call Date (as defined below) shall
be equal to the greater of the following amounts: (i) 100% of the principal amount of such 2051 Bonds being redeemed on the redemption
date or (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on such 2051 Bonds
being redeemed on such redemption date that would be due if such 2051 Bonds matured on the Par Call Date (not including any portion
of any payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis at the Adjusted
Treasury Rate (as defined below), plus 30 basis points, as determined by a Reference Treasury Dealer (as defined below) appointed
by the Company for such purpose, plus, in each case of clauses (i) and (ii), accrued and unpaid interest, if any, on such 2051
Bonds being redeemed to, but not including, the redemption date. The redemption price for any such 2051 Bonds being redeemed on
any redemption date on or after the Par Call Date will be equal to 100% of the principal amount of such 2051 Bonds being redeemed
on the redemption date, plus accrued and unpaid interest, if any, on such 2051 Bonds being redeemed to, but not including, the
redemption date.


 









    5


     


    

 


“Adjusted Treasury
Rate” means, with respect to any applicable 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 of its principal amount) equal to the Comparable Treasury Price (as defined below) for such redemption date.


 


“Business Day”
means 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.


 


“Comparable Treasury
Issue” means the U.S. Treasury security selected by a Reference Treasury Dealer appointed by the Company for such purpose
as having a maturity comparable to the remaining term of such 2051 Bonds being redeemed (assuming for this purpose that such 2051
Bonds matured on the Par Call Date) that would be utilized, 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 such 2051 Bonds (assuming
for this purpose that such 2051 Bonds matured on the Par Call Date).


 


“Comparable Treasury
Price” means, with respect to any applicable redemption date, (i) if the Company obtains three or more Reference Treasury
Dealer Quotations (as defined below), the average of such Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations, (ii) if the Company obtains two such Reference Treasury
Dealer Quotations, the average of such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received by the
Company, such quotation.


 


“Par Call Date”
means February 1, 2051.


 


“Primary Treasury
Dealer” means a primary U.S. Government securities dealer in the United States.


 


“Reference Treasury
Dealer” means (i) Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and a Primary Treasury
Dealer selected by MUFG Securities Americas Inc.; provided, however, that if any of the foregoing shall cease to be a Primary Treasury
Dealer, the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected
by the Company.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any applicable redemption date, the average
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. (New York City time) on the third Business Day
preceding such redemption date.


 






    6


     


    

 


If less than all of
the 2051 Bonds are to be redeemed and (i) the 2051 Bonds are in global form, the interests in the 2051 Bonds to be redeemed
shall be selected for redemption by The Depository Trust Company in accordance with The Depository Trust Company’s
standard procedures therefor, or (ii) the 2051 Bonds are in definitive form, the Trustee shall select the 2051 Bonds to be
redeemed by lot, on a pro rata basis or by another method the Trustee deems appropriate and fair. Notice of redemption shall
be delivered not less than 10 nor more than 60 days prior to the date fixed for redemption to the holders of the 2051 Bonds
to be redeemed (which, as long as the 2051 Bonds are held in the book-entry only system, will be The Depository Trust Company
(or its nominee) or a successor depositary (or the successor’s nominee)); provided, however, that the failure to duly
deliver such notice, or any defect therein, shall not affect the validity of any proceedings for the redemption of the 2051
Bonds as to which there shall have been no such failure or defect. On and after the date fixed for redemption (unless the
Company shall default in the payment of the 2051 Bonds or portions thereof to be redeemed at the applicable redemption price,
together with accrued and unpaid interest, if any, thereon to, but not including, such date), interest on the 2051 Bonds or
the portions thereof so called for redemption shall cease to accrue.


 


This bond is not redeemable
by the operation of the maintenance and replacement provisions of the Indenture or with the proceeds of released property or in
any other manner except as set forth above.


 


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, (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 aforesaid percentage of the principal amount of bonds the holders
of which are required to approve any such supplemental indenture.


 


The Company
reserves the right, without any consent, vote or other action by holders of the 2051 Bonds 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.


 






    7


     


    

 


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 2051
BONDS}


  


 






 


AND WHEREAS, all acts
and things necessary to make 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, and 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 $575,000,000 principal amount of the 2051 Bonds, 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 The Bank of New York Mellon, 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;


 






    8


     


    

 


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


 


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


 


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


 


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


 


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


 






    9


     


    

 


SECTION 1. There is
hereby created one series of bonds (the “2051 Bonds” or the “Bonds”) designated as hereinabove
provided, which shall also bear the descriptive title “First Mortgage Bond”, and the form thereof shall be
substantially as hereinbefore set forth. The 2051 Bonds shall be issued in the aggregate principal amount of $575,000,000,
shall mature on August 1, 2051 and shall be issued only as registered bonds without coupons in denominations of $2,000 and
any integral multiple of $1,000 in excess thereof. The serial numbers of the 2051 Bonds shall be such as may be approved by
any officer of the Company, the execution thereof by any such officer either manually or by facsimile signature to be
conclusive evidence of such approval. The 2051 Bonds shall bear interest at the rate per annum, until the principal thereof
is paid or duly made available for payment, specified in the title thereto, payable semi-annually in arrears on February 1
and August 1 in each year, commencing August 1, 2020. Interest on the Bonds will be computed on the basis of a 360-day year
consisting of twelve 30-day months. The principal of and the premium, if any, and the interest on said bonds shall be payable
in any coin or currency of the United States of America which at the time of payment is legal tender for public and private
debts, at the office or agency of the Company in the City of New York, designated for that purpose. Additional 2051 Bonds,
without limitation as to amount (except as provided in the Indenture), and without the consent of the holders of the then
outstanding 2051 Bonds, but with the same terms as such outstanding 2051 Bonds (except the issue price and the issue date
and, if applicable, the initial interest accrual date and the initial interest payment date), may be authenticated and
delivered in the manner provided in the Indenture, and any such additional 2051 Bonds would constitute a single series with
such outstanding 2051 Bonds.


 


SECTION 2.


 


SECTION 2.01. Form of Bonds.


 


The 2051 Bonds shall
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 appearing in the form of 2051 Bond hereinbefore set forth endorsed thereon (a “Global Bond”),
which shall be deposited on behalf of the purchasers of the 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. The depository for
the Global Bonds shall be The Depository Trust Company, a New York corporation, or its duly appointed successor (the “Depository”).
This Section 2.01 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 2051 Bonds in accordance with this Section 2.01, authenticate and deliver initially
one or more Global Bonds for the 2051 Bonds, which (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.


 






    10


     


    

 


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.


 


Except as provided in
this Section 2.01, Section 2.02 or Section 2.03, owners of beneficial interests in Global Bonds shall not be entitled to receive
physical delivery of certificated Bonds.


 


SECTION 2.02. 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 2.03),
a Global Bond may not be transferred as a whole or in part 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.


 


(b)              
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.


 


(c)              
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.


 






    11


     


    

 





(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 premium, if any, and (subject to the record date provisions of the Bonds) 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.


 


(d)              
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.


 


SECTION 2.03. Certificated
Bonds.


 


(a)              
A Global Bond deposited with the Depository or with the Trustee as securities custodian pursuant to Section 2.01 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 and is permitted by this Section
2.03 and complies with the conditions set forth in Article II of the Indenture.


 






    12


     


    

 





(b)              
Any Global Bond that is transferable to the beneficial owners thereof pursuant to this Section 2.03 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
2.03 shall be executed, authenticated and delivered only in denominations of $2,000 principal amount and any integral multiple
of $1,000 in excess thereof and registered in such names as the Depository shall direct.


 


(c)              
Subject to the provisions of Section 2.03(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 such holder is entitled to take under the Indenture or the Bonds.


 


(d)              
If the Depository at any time is unwilling or unable to continue as a depository, defaults in the performance of its duties
as depository or ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or other applicable statute
or regulation, and a successor depository is not appointed by the Company within 90 days, the Company will issue Bonds in definitive
form in exchange for the global securities relating to the Bonds. In addition, the Company may at any time and in its sole discretion
and subject to the Depository’s procedures determine not to have the Bonds or portions of the Bonds represented by one or
more global securities and, in that event, will issue individual Bonds in exchange for the global security or securities representing
such Bonds. Further, if the Company so specifies with respect to the Bonds, an owner of a beneficial interest in a global security
representing the Bonds may, on terms acceptable to the Company and the depositary for the global security, receive individual Bonds
in exchange for the beneficial interest. In any such instance, an owner of a beneficial interest in a global security will be entitled
to physical delivery in definitive form of Bonds represented by the global security equal in principal amount to the beneficial
interest, and to have the Bonds registered in its name. Bonds so issued in definitive form will be issued as registered Bonds in
denominations of $2,000 and integral multiples of $1,000.


 


SECTION 3. Any or all
of the 2051 Bonds may be redeemed by the Company at its option, in whole or in part, at any time and from time to time prior to
maturity. The redemption price for any such 2051 Bonds being redeemed on any redemption date prior to the Par Call Date (as defined
below) shall be equal to the greater of the following amounts: (i) 100% of the principal amount of such 2051 Bonds being redeemed
on the redemption date or (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on
such 2051 Bonds being redeemed on such redemption date that would be due if such 2051 Bonds matured on the Par Call Date (not including
any portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis
at the Adjusted Treasury Rate (as defined below), plus 30 basis points, as determined by a Reference Treasury Dealer (as defined
below) appointed by the Company for such purpose, plus, in each case of clauses (i) and (ii), accrued and unpaid interest, if any,
on such 2051 Bonds being redeemed to, but not including, the redemption date. The redemption price for any such 2051 Bonds being
redeemed on any redemption date on or after the Par Call Date will be equal to 100% of the principal amount of such 2051 Bonds
being redeemed on the redemption date, plus accrued and unpaid interest, if any, on such 2051 Bonds being redeemed to, but not
including, the redemption date.


 






    13


     


    

 





“Adjusted Treasury
Rate” means, with respect to any applicable 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 of its principal amount) equal to the Comparable Treasury Price (as defined below) for such redemption date.


 


“Comparable Treasury
Issue” means the U.S. Treasury security selected by a Reference Treasury Dealer appointed by the Company for such purpose
as having a maturity comparable to the remaining term of such 2051 Bonds being redeemed (assuming for this purpose that such 2051
Bonds matured on the Par Call Date) that would be utilized, 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 such 2051 Bonds (assuming
for this purpose that such 2051 Bonds matured on the Par Call Date).


 


“Comparable Treasury
Price” means, with respect to any applicable redemption date, (i) if the Company obtains three or more Reference Treasury
Dealer Quotations (as defined below), the average of such Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations, (ii) if the Company obtains two such Reference Treasury
Dealer Quotations, the average of such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received by the
Company, such quotation.


 


“Par Call Date”
means February 1, 2051.


 


“Primary Treasury
Dealer” means a primary U.S. Government securities dealer in the United States.


 


“Reference Treasury Dealer” means
(i) Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and a Primary Treasury Dealer selected by
MUFG Securities Americas Inc.; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the
Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by the
Company.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any applicable redemption date, the average
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. (New York City time) on the third Business Day
preceding such redemption date.


 


In connection with any
redemption of the 2051 Bonds prior to the Par Call Date, the Company shall give the Trustee notice of the redemption price promptly
after the calculation thereof and the Trustee shall not be responsible for such calculation.


 






    14


     


    

 


If less than all of
the 2051 Bonds are to be redeemed and (i) the 2051 Bonds are in global form, the interests in the 2051 Bonds to be redeemed
shall be selected for redemption by The Depository Trust Company in accordance with The Depository Trust Company’s
standard procedures therefor, or (ii) the 2051 Bonds are in definitive form, the Trustee shall select the 2051 Bonds to be
redeemed by lot, on a pro rata basis or by another method the Trustee deems appropriate and fair. Notice of redemption shall
be delivered not less than 10 nor more than 60 days prior to the date fixed for redemption to the holders of the 2051 Bonds
to be redeemed (which, as long as the 2051 Bonds are held in the book-entry only system, will be The Depository Trust Company
(or its nominee) or a successor depositary (or the successor’s nominee)); provided, however, that the failure to duly
deliver such notice, or any defect therein, shall not affect the validity of any proceedings for the redemption of the 2051
Bonds as to which there shall have been no such failure or defect. On and after the date fixed for redemption (unless the
Company shall default in the payment of the 2051 Bonds or portions thereof to be redeemed at the applicable redemption price,
together with accrued and unpaid interest, if any, thereon to, but not including, such date), interest on the 2051 Bonds or
the portions thereof so called for redemption shall cease to accrue.


 


SECTION 4. The Bonds
are not redeemable by the operation of the maintenance and replacement provisions of the Indenture or with the proceeds of released
property or in any other manner except as set forth in Section 3 hereof.


 


SECTION 5. The Company
reserves the right, without any consent, vote or other action by the holders of the Bonds 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.


 






    15


     


    

 


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


 


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


 


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


 


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








 






    16


     


    

 


SECTION 6. The Company
hereby appoints the Trustee as paying agent, registrar and transfer agent for the Bonds.


 


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 tenth and eleventh recitals hereof), all of which recitals and statements are made solely by
the Company.


 


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. If any interest
payment date or redemption date for the Bonds or the Stated Maturity falls on a day that is not a Business Day, the interest or
principal payment will be made on the next succeeding Business Day (and without any interest or other payment in respect of any
such delay). In the event the date of any notice required or permitted hereunder shall not be a Business Day, 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 Section 3 and 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 and the 2051 Bonds shall be governed by and deemed to be a contract under, and construed in accordance with, the laws
of the State of Michigan, and for all purposes shall be construed in accordance with the laws of such state, except as may otherwise
be required by mandatory provisions of law.


 


SECTION 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.


 









    17


     


    

 


II.



ELECTRIC TRANSMISSION LINES


 


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


 


III.



ELECTRIC DISTRIBUTION SYSTEMS


 


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


 


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.


 






    18


     


    

 





V.



GAS COMPRESSOR STATIONS, GAS PROCESSING PLANTS,

DESULPHURIZATION STATIONS, METERING STATIONS, ODORIZING STATIONS, REGULATORS AND SITES


 


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


 


VI.



GAS STORAGE FIELDS


 


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


 






    19


     


    

 


VIII.



GAS DISTRIBUTION SYSTEMS


 


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


 


IX.



OFFICE BUILDINGS, SERVICE BUILDINGS, GARAGES, ETC.


 


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





X.



TELEPHONE PROPERTIES AND

RADIO COMMUNICATION EQUIPMENT


 


All telephone
lines, switchboards, systems and equipment of the Company, constructed or otherwise acquired by it and not heretofore
described in the Indenture or any supplement thereto and not heretofore released from the 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.


 






    20


     


    

 


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 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.


 






    21


     


    

 


ANTRIM COUNTY


 


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


 


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


 


ARENAC COUNTY


 


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


 


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


 


BARRY COUNTY


 


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


 


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


 


BAY COUNTY


 


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


 






    22


     


    

 


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:


 


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.


 






    23


     


    

 


CHARLEVOIX COUNTY


 


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


 


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


 


CHEBOYGAN COUNTY


 


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


 


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


 


CLARE COUNTY


 


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


 


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


 


CLINTON COUNTY


 


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


 


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


 


CRAWFORD COUNTY


 


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


 


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


 






    24


     


    

 


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 degrees 42’56”W
and 50 feet measured S88 degrees 14’04”W from the South quarter corner, Section 8, T5N, R5E; thence S88 degrees 14’04”W
a distance of 550 feet; thence N01 degrees 42’56”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 degrees 14’04”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 degrees 42’56”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.


 






    25


     


    

 





GRAND TRAVERSE COUNTY


 


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


 


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


 






    26


     


    

 


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.


 






    27


     


    

 





JACKSON COUNTY


 


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


 


A parcel of land
in the North fractional part of the N fractional 1/2 of Section 2, T1S, R2E, described as follows: To find the place of beginning
of this description commence at the E 1/4 post of said section; run thence N 01 degrees 03’ 40” E along the East line
of said section 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.


 






    28


     


    

 





KENT COUNTY


 


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


 


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


 


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.


 






    29


     


    

 


LENAWEE COUNTY


 


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


 


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


 


LIVINGSTON COUNTY


 


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


 


Parcel 1


 


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


 


Parcel 2


 


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


 






    30


     


    

 


MANISTEE COUNTY


 


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


 


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


 


MASON COUNTY


 


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


 


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


 


Parcel 2:
A parcel of land containing 4 acres of the West side of highway, said parcel of land being described as commencing 16 rods South
of the Northwest corner of the NW 1/4 of the SW 1⁄4 of Section 22, T17N, R17W, running thence South 64 rods, thence NE’ly
and N’ly and NW’ly along the W’ly line of said highway to the place of beginning, together with any and all right,
title, and interest of Howard C. Wicklund and Katherine E. Wicklund in and to that portion of the hereinbefore mentioned highway
lying adjacent to the E’ly line of said above described land.


 


MECOSTA COUNTY


 


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


 


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


 


MIDLAND COUNTY


 


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


 


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


 


MISSAUKEE COUNTY


 


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


 


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


 






    31


     


    

 


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.


 






    32


     


    

 


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.


 









    33


     


    

 


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 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.


 






    34


     


    

 


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.


 






    35


     


    

 


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.


 


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.


 






    36


     


    

 


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 The Bank of New York Mellon, 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 an authorized signatory, in several counterparts, all as of the day and year first above written.


 






    37


     


    

 





	 	CONSUMERS ENERGY COMPANY
	 
	(SEAL)	By:	/s/ Srikanth Maddipati
	 	 	Srikanth Maddipati
	 	 	Attest: Vice President and Treasurer




 


	/s/ Terry L. Christian	 
	Terry L. Christian
	Assistant Secretary




 


		STATE OF MICHIGAN	 )



		 	    ss.



		COUNTY OF JACKSON	)



		 	 



 


The foregoing instrument
was acknowledged before me this 26th day of March, 2020, by Srikanth Maddipati, Vice President and Treasurer of CONSUMERS ENERGY
COMPANY, a Michigan corporation, on behalf of the corporation.


 


	 	/s/ Margaret Hillman
	 	Margaret Hillman, Notary Public
	{Seal}	State of Michigan, County of Jackson
	 	My Commission Expires: June 14, 2022
	 	Acting in the County of Jackson



 






    S-1


     


    

 


THE BANK OF NEW YORK MELLON, 

AS
TRUSTEE


 


	(SEAL)	By:	 /s/ Laurence J. O’Brien
	 	 	Laurence J. O’Brien
	Attest:	 	 Vice President




 


	/s/ Ignazio Tamburello	 
	Ignazio Tamburello	 
	Vice President	 




 


	STATE OF NEW JERSEY	 )
	 	   ss.
	COUNTY OF PASSAIC	)




 


The foregoing instrument
was acknowledged before me this 26th day of March, 2020, by Laurence J. O’Brien, a Vice President of THE BANK OF NEW YORK
MELLON, as Trustee, a New York banking corporation, on behalf of the bank.


 


	 	/s/ Bret S. Derman
	 	Bret S. Derman
	 	Notary Public State of New York
	 	Qualified in Kings County
	 	Lie# 02DE6196933
	 	Certificate filed in New York County, New York
	 	My Commission: Expires November 17, 2020




 


	Prepared by:	When recorded, return to:
	Melissa M. Gleespen	Consumers Energy Company
	One Energy Plaza, EP12-246	Attn: Margaret Hillman, EP11-215
	Jackson, MI 49201	One Energy Plaza
	 	Jackson, MI 49201




 






    S-2