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                            EXHIBIT NO. (1)(a)<PAGE>
<PAGE>  


                                             EXHIBIT (1)(a)

                          CMS Energy Corporation

                               $125,000,000

            General Term Notes (registered trademark), Series B
       Due From Nine Months to Twenty-Five Years from Date of Issue



                                  FORM OF
                          DISTRIBUTION AGREEMENT

                            ____________, 1996




J. W. KORTH & COMPANY
29905 Middlebelt Road
Farmington Hills, Michigan  48018

___________________________
___________________________
___________________________

Dear Sirs:

       CMS Energy Corporation, a Michigan corporation (the "Company"),
confirms its agreement with each of you (the "Agents") with respect to the
issue and sale by the Company of up to $125,000,000 aggregate principal
amount of its General Term Notes (registered trademark), Series B (the
"Notes").  The Notes are to be issued under an Indenture, dated as of
January 15, 1994 as supplemented by a Second Supplemental Indenture dated
as of __________________ (such Indenture, as so supplemented, the
"Indenture"), between the Company and The Chase Manhattan Bank (National
Association), as trustee (the "Trustee").  The Notes will have the
maturities, annual interest rates, redemption provisions, if any, and
other terms specified in a pricing supplement to the Prospectus referred
to below.

       Subject to the terms and conditions stated herein, the Company
hereby (i) appoints each of the Agents as the agent of the Company for the
purpose of soliciting and receiving offers to purchase the Notes and
(ii) agrees that, whenever the Company determines to sell Notes pursuant
to this Agreement, such Notes shall be sold pursuant to a supplemental
agreement between the Company and J. W. Korth & Company (the "Purchasing
Agent") with the Purchasing Agent purchasing such Notes as principal; the
supplemental agreement will also specify the amount of Notes being sold
which have been solicited by each Agent.  Each such supplemental agreement
(which shall be either oral, to be confirmed in writing, or written, and
in either case the written confirmation of an oral agreement or the
written supplemental agreement shall be substantially in the

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(registered trademark) Registered servicemark of J. W. Korth & Company<PAGE>
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form of Exhibit B hereto and may take the form of an exchange of any
standard form of written telecommunication between the Purchasing Agent
and the Company) is herein referred to as a "Terms Agreement".  Any such
Terms Agreement may be signed on behalf of the Company by such persons as
are authorized from time to time by the Board of Directors of the Company
to bind the Company in this regard.  Under no circumstances will any Agent
be obligated to purchase, or the Company be obligated to sell, any Notes,
unless a Terms Agreement has been entered into between the Company and the
Purchasing Agent with respect to such Notes.

       1.     Solicitations by the Agents of Offers To Purchase; Purchases
              by the Purchasing Agent of Notes as Principal.

       Following the Commencement Date (defined below), the Company shall
notify the Agents from time to time as to the commencement of a period
during which the Notes may be offered and sold by the Agents.  On the
basis of the representations and warranties herein contained, but subject
to the terms and conditions herein set forth, the Agents will use their
respective reasonable best efforts to solicit offers to purchase the Notes
upon the terms and conditions set forth in the Prospectus as then amended
and supplemented and as contemplated by the Note Administrative Procedures
attached hereto as Exhibit A ("the Procedures").

       The Agents are authorized to solicit orders for the Notes only in
denominations of $1,000 or any amount in excess thereof which is a
multiple of $1,000 and, unless otherwise agreed to by the Company, at a
purchase price equal to 100% of their principal amount.  In soliciting
offers to purchase the Notes hereunder, the Agents are acting solely as
agents for the Company, and not as principals.  Each Agent shall
communicate to the Company, orally or in writing, each reasonable offer or
indication of interest received by it to purchase Notes.  Each Agent shall
have the right to reject, in its discretion reasonably exercised, any
offer received by it to purchase the Notes, in whole or in part, and any
such rejection shall not be deemed a breach of its agreements contained
herein.  The Company shall have the right to accept offers to purchase the
Notes and may reject any such offer in whole or in part.  The obligations
of the Agents under this Agreement shall be several and not joint.

       Each acceptance by the Company of an offer to purchase Notes shall
be in accordance with the terms of this Agreement and a Terms Agreement
which will provide for the sale of such Notes to, and the purchase and
reoffering thereof by, the Purchasing Agent as principal.  The commitment
of the Purchasing Agent to purchase Notes pursuant to any Terms Agreement
(and any contemporaneous purchase of Notes by an Agent from the Purchasing
Agent) shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained and shall
be subject to the terms and conditions herein set forth.  Each Terms
Agreement shall describe the Notes to be purchased pursuant thereto by the
Purchasing Agent as principal, specify the principal amount of such Notes,
the price to be paid to the Company for such Notes, the rate at which
interest will be paid on the Notes, the date and time of delivery of
payment for such Notes (the "Settlement Date"), whether the Notes provide
for a survivor's option or for optional redemption by the Company and on
what terms and conditions, the place of delivery of the Notes and payment
therefor, the method of payment and any requirements for the delivery of
the opinions of counsel, the certificates from the Company, and the letter
from Arthur Andersen LLP, pursuant to Section 6(B)(b). The Agents may
reallow any portion of the commission payable pursuant hereto to dealers
or purchasers in connection with the offer and sale of any Notes.

       The Company agrees to pay to the Purchasing Agent, as consideration
for soliciting the sale of the Notes pursuant to a Terms Agreement, a
commission in the form of a discount equal to a percentage not greater
than 4%, which percentage shall be set forth in the applicable Terms
Agreement, of the principal amount of each Note sold by the Company; the
Purchasing Agent and the other Agent will share such commission in such
proportion as they may agree.

       Delivery of the certificates for Notes pursuant to any Terms
Agreement shall be made as agreed to between the Company and the
Purchasing Agent as specified in the Terms Agreement, not later than the
Settlement Date set forth in such Terms Agreement, against payment of
funds to the Company in the net amount due to the Company for such Notes
by the method and in the form specified in the Terms Agreement.

       The Agents and the Company agree to perform the respective duties
and obligations specifically provided to be performed by them in the
Procedures.  The Procedures may be amended only by written agreement of
the Company and the Agents.

       The documents required to be delivered by Section 6 of this
Agreement shall be delivered at the office of Reid & Priest, counsel for
the Agents, 40 West 57th Street, New York, New York 10019, on such date as
may be agreed to by the Company and the Agents (the "Commencement Date").

       2.     Other Activities of Agents.  The Company acknowledges that
nothing in this Agreement shall prohibit any Agent from (i) acting as
broker for the sale of Notes by customers other than the Company,
(ii) soliciting the sale of Notes through such Agent as broker for a
seller, soliciting the sale of Notes to such Agent as principal and
soliciting offers to buy Notes, (iii) purchasing Notes in the secondary
market, and (iv) offering and selling as principal for its own account
Notes which such Agent has purchased.

       3.     Representations and Warranties.  The Company represents and
warrants to, and agrees with, the Agents as of the date hereof, as of the
Commencement Date and as of the times referred to in Section 4(g) hereof
(the Commencement Date and each such time hereinafter sometimes referred
to as a "Representation Date"), that:

              (a)   A registration statement (File No. ________) in
       respect of $125,000,000 aggregate principal amount of debt
       securities of the Company, including the Notes, has been filed with
       the Securities and Exchange Commission (the "Commission"); such
       registration statement and any posteffective amendment thereto,
       each in the form heretofore delivered or to be delivered to the
       Agents, including all documents incorporated by reference in the
       prospectus contained therein, have been declared effective by the
       Commission in such form, and no other document with respect to such
       registration statement or other document incorporated by reference
       therein has heretofore been filed or transmitted for filing with
       the Commission; and no stop order suspending the effectiveness of
       such registration statement has been issued and no proceeding for
       that purpose has been initiated or, to the Company's knowledge,
       threatened by the Commission (any preliminary prospectus included
       in such registration statement or filed with the Commission
       pursuant to Rule 424(a) of the rules and regulations of the
       Commission under the Securities Act of 1933, as amended (the
       "Act"), being hereinafter called a "Preliminary Prospectus"); such
       registration statement, as amended at the time it became effective,
       including all exhibits thereto and the documents incorporated by
       reference therein at the time such registration statement became
       effective, being hereinafter called the "Registration Statement";
       the prospectus, including any prospectus supplement relating to the
       Notes, in the form in which it has most recently been filed, or
       transmitted for filing, with the Commission on or prior to the date
       of this Agreement, being hereinafter called the "Prospectus"; any
       reference herein to any Preliminary Prospectus or the Prospectus
       shall be deemed to refer to and include the documents incorporated
       by reference therein pursuant to the applicable form under the Act,
       as of the date of such Preliminary Prospectus or Prospectus, as the
       case may be; any reference to any amendment or supplement to any
       Preliminary Prospectus or the Prospectus, including any supplement
       to the Prospectus that sets forth only the terms of a particular
       issue of the Notes and the manner of distribution thereof (a
       "Pricing Supplement"), shall be deemed to refer to and include any
       documents filed after the date of such Preliminary Prospectus or
       Prospectus, as the case may be, under the Securities Exchange Act
       of 1934, as amended (the "Exchange Act"), and incorporated by
       reference in such Preliminary Prospectus or Prospectus, as the case
       may be; any reference to any amendment to the Registration
       Statement shall be deemed to refer to and include any annual report
       of the Company filed pursuant to Section 13(a) or 15(d) of the
       Exchange Act after the effective date of the Registration Statement
       that is incorporated by reference in the Registration Statement;
       and any reference to the Prospectus as amended or supplemented
       shall be deemed to refer to and include the Prospectus as amended
       or supplemented (including the applicable Pricing Supplement) in
       relation to the Notes sold pursuant to this Agreement, in the form
       in which it is filed, or transmitted for filing, with the
       Commission pursuant to Rule 424(b) under the Act in accordance with
       Section 4(a)(ii) hereof, including any documents incorporated by
       reference therein as of the date of such filing or transmission);

              (b)   The documents incorporated by reference in the
       Prospectus, when they were filed with the Commission (or, if an
       amendment with respect to any such document was filed, when such
       amendment was filed), conformed in all material respects to the
       requirements of the Act or the Exchange Act, as applicable, and the
       rules and regulations of the Commission thereunder, and none of
       such documents, when they were filed, contained an untrue statement
       of a material fact or omitted to state a material fact required to
       be stated therein or necessary to make the statements therein, in
       light of the circumstances under which they were made, not
       misleading; and any further documents so filed and incorporated by
       reference in the Prospectus or any further amendment or supplement
       thereto, when such documents are filed with the Commission, will
       conform in all material respects to the requirements of the Act or
       the Exchange Act, as applicable, and the rules and regulations of
       the Commission thereunder and will not contain an untrue statement
       of a material fact or omit to state a material fact required to be
       stated therein or necessary to make the statements therein, in
       light of the circumstances under which they were made, not
       misleading; provided, however, that this representation and
       warranty shall not apply to any statements or omissions made in
       reliance upon and in conformity with information furnished in
       writing to the Company by an Agent expressly for use in the
       Prospectus as amended or supplemented;

              (c)   The Registration Statement and the Prospectus
       conform, and any amendments or supplements to the Registration
       Statement or the Prospectus will conform, in all material respects
       to the requirements of the Act and the Trust Indenture Act of 1939,
       as amended (the "Trust Indenture Act"), and the rules and
       regulations of the Commission thereunder, and the Registration
       Statement, as of its effective date, and the Prospectus, as of its
       filing date, do not, and any amendments or supplements to the
       Registration Statement or the Prospectus, will not contain an
       untrue statement of a material fact or omit to state a material
       fact required to be stated therein or necessary to make the
       statements therein, in light of the circumstances in which they
       were made, not misleading; provided, however, that this
       representation and warranty shall not apply to any statements or
       omissions made in reliance upon and in conformity with information
       furnished in writing to the Company by an Agent expressly for use
       in the Registration Statement or the Prospectus as amended or
       supplemented or any such statements in or omissions from that part
       of the Registration Statement that constitutes the Statement of
       Eligibility on Form T-1 of the Trustee under the Trust Indenture
       Act;

              (d)   Since the date of the latest audited financial
       statements included or incorporated by reference in the Prospectus
       there has not been any material adverse change in the business,
       properties, financial condition or results of operations of the
       Company and its consolidated subsidiaries, taken as a whole,
       otherwise than as set forth or contemplated in the Prospectus, as
       amended or supplemented;

              (e)   The Company has been duly incorporated and is validly
       existing as a corporation in good standing under the laws of the
       State of Michigan, with corporate power and corporate authority to
       own or lease its properties and conduct its business as described
       in the Prospectus, and has been duly qualified as a foreign
       corporation for the transaction of business and is in good standing
       under the laws of each other jurisdiction in which it owns or
       leases properties, or conducts any business, in which the failure
       to so qualify and be in good standing would materially and
       adversely affect the business, financial condition or results of
       operations of the Company and its consolidated subsidiaries, taken
       as a whole.

              (f)   The filing of the Registration Statement with respect
       to the Notes has, and the issuance and sale of the Notes pursuant
       to this Agreement and any Terms Agreement have, been duly
       authorized by the Company, and, when Notes are authenticated and
       issued pursuant to the Indenture and delivered against payment of
       the consideration as specified in this Agreement and any applicable
       Terms Agreement, such Notes will have been duly executed, issued
       and delivered by the Company and will constitute valid and legally
       binding obligations of the Company, enforceable in accordance with
       their terms, subject, as to enforcement, to bankruptcy, insolvency,
       reorganization and other laws of general applicability relating to
       or affecting creditors' rights and to general equity principles and
       will be entitled to the benefits provided by the Indenture; the
       Indenture has been duly authorized, executed and delivered by the
       Company and is duly qualified under the Trust Indenture Act and the
       Indenture constitutes a valid and legally binding instrument,
       enforceable in accordance with its terms, subject, as to
       enforcement, to bankruptcy, insolvency, reorganization and other
       laws of general applicability relating to or affecting creditors'
       rights and to general equity principles; and the Indenture
       conforms, and the Notes will conform, in all material respects, to
       the descriptions thereof contained in the Prospectus as amended or
       supplemented to relate to each issuance of Notes;

              (g)   The issue and sale of the Notes and the compliance by
       the Company with all of the provisions of the Notes, the Indenture,
       this Agreement and any Terms Agreement, and the consummation of the
       transactions herein and therein contemplated will not conflict with
       or result in a breach of any of the terms or provisions of, or
       constitute a default under, any indenture, mortgage, deed of trust,
       loan agreement or other agreement or instrument to which the
       Company or any of its significant subsidiaries (as defined in Rule
       405 as promulgated by the Commission under the Act) is a party or
       by which the Company or any of its significant subsidiaries is
       bound, or to which any of the property or assets of the Company or
       any of its significant subsidiaries is subject, that is material to
       the business, properties, financial condition or results of
       operations of the Company and its consolidated subsidiaries, taken
       as a whole, nor will such action result in any violation of the
       provisions of the Articles of Incorporation, as amended, or the
       By-laws of the Company or any statute or any order, rule or
       regulation of any court or governmental agency or body having
       jurisdiction over the Company or any of its significant
       subsidiaries or any of their properties; and no consent, approval,
       authorization, order, registration or qualification of or with any
       such court or governmental agency or body is required for the issue
       and sale of the Notes or the consummation by the Company of the
       other transactions contemplated by this Agreement or any Terms
       Agreement or the Indenture, except such as have been, or will have
       been prior to the Commencement Date, obtained under the Act and the
       Trust Indenture Act and such consents, approvals, authorizations,
       registrations or qualifications as may be required under state
       securities or blue sky laws in connection with the solicitation by
       any Agent of offers to purchase Notes and with purchases of Notes
       by such Agent as principal;

              (h)   Other than as set forth or contemplated in the
       Prospectus, as amended or supplemented, there are no legal or
       governmental proceedings pending to which the Company or any of its
       significant subsidiaries is a party or of which any property of the
       Company or any of its significant subsidiaries is the subject with
       respect to which there is a reasonable likelihood of one or more
       determinations which would individually or in the aggregate have a
       material adverse effect on the business, properties, financial
       condition or results of operations of the Company and its
       consolidated subsidiaries, taken as a whole; and, to the best of
       the Company's knowledge, no such proceedings are threatened by
       governmental authorities or others;

              (i)   The Company is not subject to regulation under the
       Investment Company Act of 1940, as amended;

              (j)   The Company will apply the net proceeds from the sale
       of Notes for the purpose set forth in the Prospectus under the
       caption "Use of Proceeds";

              (k)   To the best of the Company's knowledge, Arthur
       Andersen LLP, who have audited certain financial statements of the
       Company incorporated by reference in the Registration Statement and
       the Prospectus, are independent public accountants as required by
       the Act and the rules and regulations of the Commission thereunder;

              (l)   Immediately after the sale of Notes by the Company
       hereunder and under any Terms Agreement, the aggregate amount of
       Notes which shall have been issued and sold by the Company
       hereunder and under any Terms Agreement and of any debt securities
       of the Company (other than such Notes) that shall have been issued
       and sold pursuant to the Registration Statement will not exceed the
       amount of debt securities registered under the Registration
       Statement;

              (m)   Other than as set forth or contemplated in the
       Prospectus, as amended or supplemented, the Company owns or
       possesses all permits, licenses and other authorizations necessary
       to own, lease or use its properties and assets and to conduct its
       business in the manner described in the Prospectus, except to the
       extent that the failure to own or possess any such permit, license
       or other authorization would not have a material adverse effect on
       the business, properties, financial condition or results of
       operations of the Company and its consolidated subsidiaries, taken
       as a whole, and the Company has not received any notice of
       proceedings relating to the revocation or modification of any such
       permit, license or other authorization which, singly or in the
       aggregate, if the subject of an unfavorable decision, ruling or
       finding, might reasonably be expected to have a material adverse
       effect upon the business, properties, financial condition or
       results of operations of the Company and its consolidated
       subsidiaries, taken as a whole;

              (n)   Other than as set forth in the Prospectus as amended
       or supplemented, no event or condition exists that constitutes, or
       with the giving of notice or lapse of time or both would
       constitute, a default under any bond, debenture, note or other
       evidence of indebtedness for money borrowed by the Company or any
       of its significant subsidiaries or under any indenture, mortgage,
       loan agreement or instrument under which there may be issued or by
       which there may be secured or evidenced any indebtedness for money
       borrowed by the Company or any of its significant subsidiaries, if
       such default would result in such indebtedness in an aggregate
       principal amount exceeding $25,000,000 becoming or being declared
       due and payable prior to the date on which it would otherwise
       become due and payable.

       4.     Covenants of the Company.  The Company agrees with each of
the Agents:

              (a)   (i) To make no amendment or supplement to the
       Registration Statement or the Prospectus after the date of any
       Terms Agreement by the Purchasing Agent to purchase Notes as
       principal and prior to the related Settlement Date prior to having
       afforded each Agent a reasonable opportunity to review and comment
       on it and having reasonably considered any such comments; provided
       however, that, if any amendment or supplement to the Registration
       Statement or the Prospectus shall be transmitted for filing or
       filed after the date of any Terms Agreement between the Company and
       the Purchasing Agent for the purchase of Notes and prior to the
       related Settlement Date, the Purchasing Agent may unilaterally
       terminate such Terms Agreement and upon any such termination no
       Agent shall have any further obligation under such Terms Agreement;
       (ii) to prepare, with respect to any Notes to be sold through or to
       such Agent pursuant to this Agreement, a Pricing Supplement with
       respect to such Notes in a form previously approved by such Agent
       and to file such Pricing Supplement pursuant to Rule 424(b) under
       the Act within the applicable time period prescribed for such
       filing by such Rule; (iii) to make no amendment or supplement to
       the Registration Statement or Prospectus, other than any Pricing
       Supplement, at any time prior to having afforded each Agent a
       reasonable opportunity to review and promptly comment on it and
       having reasonably considered any such comments; (iv) to file timely
       all reports and any definitive proxy or information statements
       required to be filed by the Company with the Commission pursuant to
       Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (all such
       reports and proxy or information statements which are so filed and
       which have not been subsequently superseded shall be referred to as
       the "Incorporated Documents") for so long as the delivery of a
       prospectus is required in connection with the offering or sale of
       the Notes, and during such period to advise such Agent, promptly
       after the Company receives notice thereof, of the time when any
       amendment to the Registration Statement has been filed or has
       become effective or any amendment or supplement to the Prospectus
       (other than any Pricing Supplement that relates to Notes not
       purchased through or by such Agent) has been filed with the
       Commission, of the issuance by the Commission of any stop order or
       of any order preventing or suspending the use of any prospectus
       relating to the Notes, of the suspension of the qualification of
       the Notes for offering or sale in any jurisdiction, of the
       initiation or threatening of any proceeding for any such purpose,
       or of any request by the Commission for the amendment or supplement
       of the Registration Statement or Prospectus or for additional
       information; and (v) in the event of the issuance of any such stop
       order or of any such order preventing or suspending the use of any
       such prospectus or suspending any such qualification, promptly to
       use reasonable efforts to obtain its withdrawal;

              (b)   Promptly from time to time to take such action as the
       Agents may reasonably request to qualify such Notes for offering
       and sale under the securities laws of such jurisdictions in the
       United States as the Agents may reasonably request and to comply
       with such laws so as to permit the continuance of sales and
       dealings therein in such jurisdictions for as long as may be
       necessary to complete the distribution of such Notes, provided that
       in connection therewith the Company shall not be required to
       qualify as a foreign corporation, to file a general consent to
       service of process in any jurisdiction, take any action which would
       subject it to general service of process in any jurisdiction where
       it is not now subject or file annual reports with such
       jurisdictions or comply with any other requirements deemed by the
       Company in its reasonable judgment expressed in writing to the
       Purchasing Agent to be unduly burdensome; and to inform the Agents
       promptly of any notices it may receive from any state securities
       agency which limits or will limit any such qualification or
       exemption;

              (c)   To furnish the Agents with copies of the Prospectus
       as amended or supplemented, in the form in which it is filed with
       the Commission pursuant to Rule 424(b) of the Act, in such
       quantities as the Agents may from time to time reasonably request,
       and, if the delivery of a prospectus is required at any time in
       connection with the offering or sale of any Notes and if at such
       time any event shall have occurred as a result of which it is
       necessary to further amend or supplement the Prospectus in order
       that the Prospectus will not include an untrue statement of a
       material fact or omit to state any material fact necessary in order
       to make the statements therein, in the light of the circumstances
       under which they were made, not misleading, or, if for any other
       reason during such period it is necessary to further amend or
       supplement the Prospectus or to file under the Exchange Act any
       document incorporated by reference in the Prospectus in order to
       comply with the Act, the Exchange Act or the Trust Indenture Act,
       to notify each Agent and request the Agents, in their capacity as
       agents of the Company, to suspend solicitation of offers to
       purchase Notes from the Company (and, if so notified, each Agent
       shall cease such solicitations as soon as possible, but in any
       event not later than one business day later); and if the Company
       shall decide to amend or supplement the Registration Statement or
       the Prospectus as then amended or supplemented, to so advise the
       Agents by telephone (with confirmation in writing) and to prepare
       and cause to be filed as soon as practicable with the Commission an
       amendment or supplement to the Registration Statement or the
       Prospectus as then amended or supplemented that will correct such
       statement or omission or effect such compliance; provided, however,
       that if during such period an Agent continues to own Notes
       purchased from the Company by such Agent as principal or an Agent
       is otherwise required to deliver a prospectus in respect of
       transactions in the Notes, the Company shall promptly prepare and
       file with the Commission such an amendment or supplement;

              (d)   To make generally available to its security holders
       as soon as practicable, but in any event not later than eighteen
       months after the effective date of the Registration Statement (as
       defined in Rule 158(c) of the Act), an earnings statement of the
       Company and its consolidated subsidiaries (which need not be
       audited) covering a period of at least 12 months beginning after
       the later of (i) the effective date of the Registration Statement,
       (ii) the effective date of each post-effective amendment to the
       Registration Statement, and (iii) the date of each filing by the
       Company with the Commission of an Annual Report on Form 10-K that
       is incorporated by reference in the Registration Statement, which
       earning statements shall comply with Section 11(a) of the Act and
       the rules and regulations of the Commission thereunder (including,
       at the option of the Company, Rule 158 of the Act);

              (e)   So long as any Notes are outstanding, to furnish to
       such Agent, without charge, copies of its Annual Report on Form
       10-K and other financial reports of the Company furnished or made
       available to the public generally, and deliver to such Agent,
       (i) as soon as they are available, copies of any Incorporated
       Documents; and (ii) such additional publicly available information
       concerning the business and financial condition of the Company as
       such Agent may from time to time reasonably request;

              (f)   That, from the date of any Terms Agreement with the
       Purchasing Agent and continuing to and including the related
       Settlement Date, the Company will not, without the prior written
       consent of each Agent, which consent shall not be unreasonably
       withheld, issue or announce the proposed issuance of, offer, sell,
       contract to sell or otherwise dispose of any debt securities of the
       Company which both mature more than 9 months after such Settlement
       Date and are substantially similar to the Notes and which are
       expected to be distributed on a retail basis in a manner comparable
       to that set forth in Exhibit A;

              (g)   That each execution and delivery by the Company of a
       Terms Agreement with the Purchasing Agent shall be deemed to be an
       affirmation to each Agent that the representations and warranties
       of the Company contained in this Agreement are true and correct as
       of the date of such Terms Agreement, as though made at and as of
       such date, and an undertaking that such representations and
       warranties will be true and correct as of the Settlement Date for
       the Notes relating to such sale, as though made at and as of such
       date (except that such representations and warranties shall be
       deemed to relate to the Registration Statement and the Prospectus,
       as amended and supplemented, relating to such Notes);

              (h)   That each time the Registration Statement or the
       Prospectus shall be amended or supplemented (other than by a
       Pricing Supplement), each time a document filed under the Act or
       the Exchange Act is incorporated by reference into the Prospectus
       (other than (A) a Current Report pursuant to Section 13 or 15(d) of
       the Exchange Act on Form 8-K relating exclusively to the previous
       issuance of Notes under the Registration Statement or (B) a
       Quarterly Report on Form 10-Q under the Exchange Act, unless, in
       the case of clause (B), the Agents shall otherwise request), and
       each time the Company sells Notes to the Purchasing Agent as
       principal and the applicable Terms Agreement specifies the delivery
       of an opinion or opinions by Reid & Priest, counsel to the Agent,
       as a condition to the purchase of Notes pursuant to such Terms
       Agreement, at the request of such Agent, Reid & Priest shall
       furnish to such Agent its written opinion, dated the date of such
       amendment, supplement, incorporation or Settlement Date relating to
       such sale, as the case may be, in form reasonably satisfactory to
       such Agent to the effect that such Agent may rely on the opinion of
       such counsel as to the matters referred to in Section 6(A)(c),
       which was last furnished to such Agent to the same extent as though
       it was dated the date of such letter authorizing reliance (except
       that the statements in such last opinion shall be deemed to relate
       to the Registration Statement and the Prospectus as amended and
       supplemented to such date or, in lieu of such opinion, an opinion
       of the same tenor as the opinion of such counsel as to the matters
       referred to in Section 6(A)(c), but modified to relate to the
       Registration Statement and the Prospectus as amended and
       supplemented to such date), and reasonably in advance of the time
       that any such opinion is to be delivered the Company shall furnish
       to such counsel such papers and information as they may reasonably
       request to enable them to pass on such matters;

              (i)   That each time the Registration Statement or the
       Prospectus shall be amended or supplemented (other than by a
       Pricing Supplement), each time a document filed under the Act or
       the Exchange Act is incorporated by reference into the Prospectus
       (other than (A) a Current Report pursuant to Section 13 or 15(d) of
       the Exchange Act on Form 8-K relating exclusively to the previous
       issuance of Notes under the Registration Statement or (B) a
       Quarterly Report on Form 10-Q under the Exchange Act, unless, in
       the case of clause (B), the Agents shall otherwise request), and
       each time the Company sells Notes to the Purchasing Agent as
       principal and the applicable Terms Agreement specifies the delivery
       of an opinion under this Section 4(i) as a condition to the
       purchase of Notes pursuant to such Terms Agreement, the Company
       shall furnish or cause to be furnished forthwith to such Agent the
       written opinion or opinions of counsel to the Company or such other
       counsel for the Company reasonably satisfactory to such Agent,
       dated the date of such amendment, supplement, incorporation or
       Settlement Date relating to such sale, as the case may be, in form
       reasonably satisfactory to such Agent to the effect that such Agent
       may rely on the opinion of such counsel as to the matters referred
       to in Exhibit C hereof, which was last furnished to such Agent to
       the same extent as though it was dated the date of such letter
       authorizing reliance (except that the statements in such last
       opinion shall be deemed to relate to the Registration Statement and
       the Prospectus as amended and supplemented to such date or, in lieu
       of such opinion, an opinion of the same tenor as the opinion of
       such counsel as to the matters referred to in Exhibit C hereof but
       modified to relate to the Registration Statement and the Prospectus
       as amended and supplemented to such date);

              (j)   That each time the Registration Statement or the
       Prospectus shall be amended or supplemented (other than by a
       Pricing Supplement) and each time that a document filed under the
       Act or the Exchange Act is incorporated by reference into the
       Prospectus (other than (A) a Current Report pursuant to Section 13
       or 15(d) of the Exchange Act on Form 8-K relating exclusively to
       the previous issuance of Notes under the Registration Statement or
       (B) a Quarterly Report on Form 10-Q under the Exchange Act, unless,
       in the case of clause (B), the Agents shall otherwise request), in
       either case to set forth financial information included in or
       derived from the Company's consolidated financial statements or
       accounting records, and each time the Company sells Notes to the
       Purchasing Agent as principal and the applicable Terms Agreement
       specifies the delivery of a letter under this Section 4(j) as a
       condition to the purchase of Notes pursuant to such Terms
       Agreement, the Company shall cause Arthur Andersen LLP forthwith to
       furnish such Agent a letter, dated the date of such amendment,
       supplement, incorporation or Settlement Date relating to such sale,
       as the case may be, in form reasonably satisfactory to such Agent,
       of the same tenor as the letter referred to in Exhibit D hereof but
       modified to relate to the Registration Statement and the Prospectus
       as amended or supplemented to the date of such letter, with such
       changes as may be necessary to reflect changes in the financial
       statements and other information derived from the accounting
       records of the Company, to the extent such financial statements and
       other information are available as of a date not more than five
       business days prior to the date of such letter; provided, however,
       that, with respect to any financial information or other matter,
       such letter may reconfirm as true and correct at such date as
       though made at and as of such date, rather than repeat, statements
       with respect to such financial information or other matter made in
       the letter referred to in Exhibit D hereof which was last furnished
       to such Agent; and

              (k)   That each time the Registration Statement or the
       Prospectus shall be amended or supplemented (other than by a
       Pricing Supplement), each time a document filed under the Act or
       the Exchange Act is incorporated by reference into the Prospectus
       (other than a Current Report pursuant to Section 13 or 15(d) of the
       Exchange Act on Form 8-K relating exclusively to the previous
       issuance of Notes under the Registration Statement), and each time
       the Company sells Notes to the Purchasing Agent as principal and
       the applicable Terms Agreement specifies the delivery of a
       certificate under this Section 4(k) as a condition to the purchase
       of Notes pursuant to such Terms Agreement, the Company shall
       furnish or cause to be furnished forthwith to such Agent a
       certificate, dated the date of such supplement, amendment,
       incorporation or Settlement Date, as the case may be, in such form
       and executed by such officers of the Company as shall be reasonably
       satisfactory to such Agent (or, in the case of certificates
       delivered pursuant to Section 6(B)(b) hereof, by such other
       employees authorized by the Board of Directors of the Company to
       execute and deliver such certificates), to the effect that the
       statements contained in the certificate referred to in Section 6
       hereof which was last furnished to such Agent are true and correct
       at such date as though made at and as of such date (except that
       such statements shall be deemed to relate to the Registration
       Statement and the Prospectus as amended and supplemented to such
       date) or, in lieu of such certificate, certificates of the same
       tenor as the certificates referred to in said Section 6 but
       modified to relate to the Registration Statement and the Prospectus
       as amended and supplemented to such date.

       5.     Payment of Expenses.  The Company covenants and agrees with
each Agent that the Company will pay or reimburse all expenses incident to
this Agreement, including the following:  (i) the reasonable fees and
expenses of one counsel for the Agents in connection with the
establishment of the program contemplated hereby, the preparation of a
blue sky survey of qualifications and exemptions to offer and sell notes
in the various states in the United States, the District of Colombia,
Puerto Rico and Guam, and any opinions to be rendered by such counsel
hereunder and in connection with the transactions contemplated hereunder;
provided that if this Agreement shall be terminated in accordance with
Section 8 hereof the Company shall not be obligated to reimburse any Agent
for any expenses referred to in this clause incurred after such
termination, unless (A) a Terms Agreement between the Company and the
Purchasing Agent is in effect but the time of delivery to any Agent of the
Note or Notes relating thereto has not occurred or (B) such Agent holds
any Notes for resale, except that in the case of (B) the Company shall not
be obligated to reimburse any Agent for any such expenses incurred after
the earlier of (1) the date on which such Notes are resold and (2) the
expiration of 90 days after the termination of this Agreement in
accordance with Section 8 hereof; (ii) to the extent the Company has
agreed to print any of the following, the cost of printing any Terms
Agreement, any Indenture, any blue sky survey and any other documents in
connection with the offering, purchase, sale and delivery of the Notes;
(iii) all expenses in connection with the qualification of the Notes for
offering and sale under state securities laws as provided in Section 4(b)
hereof, including reasonable fees and disbursements of one counsel for the
Agents in connection with such qualification and in connection with the
blue sky survey, provided that the Company shall not be obligated to
reimburse the Agents for any legal fees referred to in this clause (iii)
in excess of $6,500 for services rendered in connection with the initial
survey preparation and qualifications, or for any such legal fees in
excess of $1,000 per year for services rendered in connection with the
annual renewals of such qualifications in the various jurisdictions;
(iv) any fees charged by securities rating services for rating the Notes;
(v) any filing fees incident to any required review by the National
Association of Securities Dealers, Inc.  of the terms of the sale of the
Notes; (vi) the cost of preparing the Notes; (vii) the fees and expenses
of any Trustee and any agent of any Trustee and any transfer or paying
agent of the Company and the fees and disbursements of counsel for any
Trustee or such agent in connection with any Indenture and the Notes; and
(viii) taxes (other than transfer taxes on sales by the Agents or Dealers)
in connection with the issuance and delivery of the Notes.  Except as
provided in this Section, Section 7 and Section 8 hereof, each Agent shall
pay all other costs and expenses it incurs.

       6.     Conditions to the Obligations of the Agents.  (A) The
obligations of each Agent to solicit offers to purchase the Notes pursuant
to Section 1 hereof will, unless waived by such Agent expressly in
writing, be subject to the accuracy of the representations and warranties
on the part of the Company made herein as of the date hereof and as of the
Commencement Date, to the accuracy of the statements of the Company's
officers made in each certificate furnished pursuant to the provisions
hereof, to the performance and observance by the Company of all covenants
and agreements herein contained on its part to be performed and observed
and to the following additional conditions precedent:

              (a)   (i) The Prospectus as amended or supplemented
       (including the Pricing Supplement) with respect to such Notes shall
       have been filed with the Commission pursuant to Rule 424(b) under
       the Act within the applicable time period prescribed for such
       filing by the rules and regulations under the Act and in accordance
       with Section 4(a) hereof; (ii) no stop order suspending the
       effectiveness of the Registration Statement shall have been issued
       and no proceeding for that purpose shall have been initiated or
       threatened by the Commission; and (iii) all requests for additional
       information on the part of the Commission shall have been complied
       with.

              (b)   The Company shall have furnished to such Agent an
       opinion or opinions of the counsel to the Company, dated the
       Commencement Date, substantially to the effect set forth in
       Exhibit C hereto.  Any of the opinions set forth therein may be
       delivered by another counsel for the Company who is reasonably
       satisfactory to the Agents.

              (c)   Such Agent shall have received from Reid & Priest,
       counsel for the Agent, an opinion, dated the Commencement Date,
       with respect to the issuance and sale of the Notes, the Indenture,
       the Registration Statement, as amended as of the Commencement Date,
       the Prospectus, as amended and supplemented as of the Commencement
       Date, and other related matters as such Agent may reasonably
       require; and the Company shall have furnished to such counsel such
       documents as they may reasonably request for the purpose of
       enabling them to pass on such matters.

              (d)   The Company shall have furnished to such Agent a
       certificate of the Company, signed by any of the Chairman of the
       Board, the President or the Chief Financial Officer, dated the
       Commencement Date, to the effect that to the best of such person's
       knowledge after reasonable investigation:

                    (i)  this Agreement is substantially in the form
              presented to and approved by the Board of Directors of the
              Company;

                    (ii)  The representations and warranties of the
              Company in this Agreement are true and correct in all
              material respects on and as of the date of such certificate
              with the same effect as if made on the date of such
              certificate, and the Company has complied with all the
              agreements and satisfied all the conditions on its part to
              be performed or satisfied as a condition to the obligations
              of such Agent under this Agreement;

                    (iii)  since the date of the most recent financial
              statements included or incorporated by reference in the
              Prospectus, as amended and supplemented, there has been no
              material adverse change in the business, properties,
              financial condition or results of operations of the Company
              and its consolidated subsidiaries, taken as a whole, other
              than those changes reflected in or contemplated by the
              Prospectus, as amended and supplemented as of the date of
              the certificate;

                    (iv)  no stop order suspending the effectiveness of
              the Registration Statement is in effect, and no proceedings
              for such purposes are pending before or threatened by the
              Commission; and

                    (v)  whether any downgrading shall have occurred in
              the rating accorded the Company's debt securities by
              Standard & Poor's Corporation ("S&P"), Moody's Investors
              Service, Inc. ("Moody's") or Duff & Phelps Credit Rating Co.
              ("Duff & Phelps") or whether S&P, Moody's or Duff & Phelps
              has placed on "credit watch" or "credit review" with
              negative implications the Company's debt securities.

              (e)   Arthur Andersen LLP shall have furnished to such
       Agent a letter or letters, dated the Commencement Date, in form and
       substance satisfactory to such Agent, confirming that they are
       independent public accountants within the meaning of the Act and
       the Exchange Act and the respective applicable published rules and
       regulations thereunder.

              (f)   Subsequent to the respective dates as of which
       information is given in the Registration Statement and the
       Prospectus, as amended and supplemented, there shall not have been
       (i) any downgrade or placement on "credit watch" or "credit review"
       as described in the certificate referred to in paragraph (A)(d)(v)
       of this Section 6 or (ii) any material adverse change in the
       business, properties, financial condition or results of operations
       of the Company and its consolidated subsidiaries, taken as a whole,
       the effect of which, in the reasonable judgment of such Agent after
       reasonable inquiry, is to impair the marketability of the Notes.

              (g)   There shall not have occurred:  (i)(A) a suspension
       or material limitation in trading in securities generally on the
       New York Stock Exchange, (B) a suspension in trading in any
       securities of the Company on any exchange or over-the-counter
       market, or (C) a general moratorium on commercial banking
       activities in New York declared by either Federal or New York State
       authorities, if the effect of any such occurrence is such as to
       impair, in the reasonable judgment of such Agent, after reasonable
       inquiry, the marketability of the Notes; or (ii) the outbreak or
       material escalation of hostilities involving the United States or
       the declaration by the United States of a national emergency or
       war, if the effect of any such occurrence on the financial markets
       of the United States is such as to impair, in the reasonable
       judgment of such Agent, after reasonable inquiry, the marketability
       of the Notes.

              (h)   The Company shall have furnished to such Agent such
       further information, certificates and documents as such Agent may
       reasonably request from time to time.  Any certificate signed by
       any officer of the Company and delivered to such Agent or its
       counsel and delivered explicitly pursuant to the terms of this
       Agreement shall be deemed a representation and a warranty by the
       Company to such Agent as to matters covered thereby, as if set
       forth herein.

       (B) The obligations of the Purchasing Agent to purchase Notes
pursuant to any Terms Agreement entered into by it pursuant to Section 1
hereof will be subject to the accuracy of the representations and
warranties on the part of the Company herein as of the date of such Terms
Agreement and as of the Settlement Date thereunder, to the accuracy of the
statements of the Company's officers made in each certificate furnished
pursuant to the provisions hereof, to the performance and observance by
the Company of all covenants and agreements contained herein and in such
Terms Agreement on its part to be performed and observed and to the
following additional conditions precedent (which cannot be waived by the
Purchasing Agent in any respect without the consent of each other Agent):

              (a)   (i) The Prospectus as amended or supplemented
       (including the Pricing Supplement) with respect to such Notes shall
       have been filed with the Commission pursuant to Rule 424(b) under
       the Act within the applicable time period prescribed for such
       filing by the rules and regulations under the Act and in accordance
       with Section 4(a) hereof; (ii) no stop order suspending the
       effectiveness of the Registration Statement shall have been issued
       and no proceeding for that purpose shall have been initiated or
       threatened by the Commission; and (iii) all requests for additional
       information on the part of the Commission shall have been complied
       with.

              (b)   Upon the request of any Agent, such Agent shall have
       received, appropriately updated and modified, (i) a certificate of
       the Company, dated as of the Settlement Date, to the effect set
       forth in Section 6(A)(d), (ii) the opinion or opinions of the
       counsel to the Company or such other counsel satisfactory to such
       Agent, dated as of the Settlement Date, to the effect set forth in
       Section 6(A)(b), (iii) the opinion of Reid & Priest, counsel for
       the Agent, dated as of the Settlement Date, to the effect set forth
       in Section 6(A)(c) and/or (iv) the letter or letters of Arthur
       Andersen LLP, dated as of the Settlement Date, to the effect set
       forth in Section 6(A)(e).

              (c)   The conditions set forth in Sections 6(A)(f) and
       6(A)(g) shall have been satisfied.

              (d)   Prior to the Settlement Date, the Company shall have
       furnished to any Agent such further information, certificates and
       documents as such Agent may reasonably request.

If any of the conditions specified in this Section 6(B) shall not have
been fulfilled in all material respects when and as provided in this
Agreement and in such Terms Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement and in such
Terms Agreement shall not be in all material respects reasonably
satisfactory in form and substance to such Agent and its counsel, such
Terms Agreement and all obligations of any Agent thereunder may be
cancelled at, or at any time prior to, the Settlement Date by such Agent. 
Notice of such cancellation shall be given to the Company in writing or by
telephone or telegraph confirmed in writing.

       7.     Indemnification and Contribution.  (a) The Company will
indemnify and hold harmless each Agent against any losses, claims, damages
or liabilities, joint or several, to which such Agent may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement, the
Prospectus or any amendment or supplement to any of the foregoing, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each Agent for
any legal or other expenses reasonably incurred by such Agent in
connection with investigating or defending any such action or claim;
provided, however, that the Company shall not be liable to provide any
indemnity hereunder in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
in any Preliminary Prospectus, the Registration Statement, the Prospectus,
or any amendment or supplement to any of the foregoing in reliance upon
and in conformity with written information furnished to the Company by any
Agent expressly for use in any Preliminary Prospectus, the Registration
Statement, the Prospectus or any amendment or supplement to any of the
foregoing and provided further that the Company will not be liable to
provide any indemnity hereunder to any Agent with respect to any loss,
claim, damage or liability arising out of or based upon any untrue
statement or alleged untrue statement or omission or alleged omission to
state a material fact in any Preliminary Prospectus which had been
corrected in the Prospectus as amended or supplemented if the person
asserting any such loss, claim, liability, charge or damage purchased
Notes from an Agent but was not sent or given a copy of the Prospectus as
so amended or supplemented at or prior to the written confirmation of the
sale of such Notes to such person.  

       (b)    Each Agent, severally and not jointly, will indemnify and
hold harmless the Company against any losses, claims, damages or
liabilities to which the Company may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus, or any
amendment or supplement to any of the foregoing, or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Preliminary Prospectus, the
Registration Statement, the Prospectus, or any such amendment or
supplement to any of the foregoing in reliance upon and in conformity with
written information furnished to the Company by such Agent expressly for
use therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim.  

       (c)    Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof, enclosing a
copy of all papers served; but the omission to so notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under such subsection unless, and only to
the extent that, such omission results in the forfeiture of substantive
rights or defenses by the indemnifying party.  In case any such action
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party
shall assume the defense of any such litigation or proceeding, including
the employment of counsel and the payment of all expenses.  Any
indemnified party shall have the right to participate in such litigation
or proceeding and to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any
such proceeding (including any impleaded parties) include (x) the
indemnifying party and (y) the indemnified party and, in the written
opinion of counsel to such indemnified party, representation of both
parties by the same counsel would be inappropriate due to actual or likely
conflicts of interest between them, in either of which cases the
reasonable fees and expenses of counsel (including disbursements) for such
indemnified party shall be reimbursed by the indemnifying party to the
indemnified party.  If there is a conflict as described in clause (ii)
above, and the indemnified parties have participated in the litigation or
proceeding utilizing separate counsel whose fees and expenses have been
reimbursed by the indemnifying party and the indemnified parties, or any
of them, are found to be solely liable, such indemnified parties shall
repay to the indemnifying party such fees and expenses of such separate
counsel as the indemnifying party shall have reimbursed.  It is understood
that the indemnifying party shall not, in connection with any litigation
or proceeding or related litigation or proceedings in the same
jurisdiction as to which the indemnified parties are entitled to such
separate representation, be liable under this Agreement for the reasonable
fees and out-of-pocket expenses of more than one separate firm (together
with not more than one appropriate local counsel) for all such indemnified
parties.  Subject to the next paragraph, all such fees and expenses shall
be reimbursed by payment to the indemnified parties of such reasonable
fees and expenses of counsel promptly after payment thereof by the
indemnified parties.  Such counsel shall be designated in writing by such
Agent in the case of parties indemnified pursuant to Section 7(b) and by
the Company in the case of parties indemnified pursuant to Section 7(a). 
An indemnifying party will not be liable for any settlement or any action
or claim effected without its written consent (which consent will not be
unreasonably withheld).

              In furtherance of the requirement above that fees and
expenses of any separate counsel for the indemnified parties shall be
reasonable, each Agent and the Company agree that the indemnifying party's
obligations to pay such fees and expenses shall be conditioned upon the
following:

              (1)   in case separate counsel is proposed to be retained
       by the indemnified parties pursuant to clause (ii) of the preceding
       paragraph, the indemnified parties shall in good faith fully
       consult with the indemnifying party in advance as to the selection
       of such counsel; and

              (2)   reimbursable fees and expenses of such separate
       counsel shall be detailed and supported in a manner reasonably
       acceptable to the indemnifying party (but nothing herein shall be
       deemed to require the furnishing to the indemnifying party of any
       information, including without limitation, computer print-outs of
       lawyers' daily time entries, to the extent that, in the judgment of
       such counsel, furnishing such information might reasonably be
       expected to result in a waiver of any attorney-client privilege);
       and

              (3)   the Company and such Agent shall cooperate in
       monitoring and controlling the fees and expenses of separate
       counsel for indemnified parties for which the indemnifying party is
       liable hereunder, and the indemnified party shall use every
       reasonable effort to cause such separate counsel to minimize the
       duplication of activities as between themselves and counsel to the
       indemnifying party.

       (d)    If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on
the one hand and an Agent on the other from the offering of the Notes to
which such loss, claim, damage or liability (or action in respect thereof)
relates; if, and only if, contribution solely on the basis of relative
benefits is found to be unavailable, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company on the
one hand and such Agent on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities
(or actions in respect thereof), as well as any other relevant equitable
considerations.  The relative benefits received by the Company on the one
hand and such Agent on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting
expenses) received by the Company bear to the total underwriting discounts
and commissions received by such Agent, in each case as set forth in the
table on the cover page of the Prospectus as amended or supplemented to
relate to a particular offering of Notes.  The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company on the one hand or such Agent on the other and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.  The Company and each Agent
agree that it would not be just and equitable if contribution pursuant to
this subsection (d) were determined by pro rata allocation (even if the
Agents were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this subsection (d).  The amount paid or payable by
an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding the
provisions of this subsection (d), no Agent shall be required to
contribute any amount in excess of the amount by which the total price at
which the applicable Notes underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which
such Agent has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  No person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.  The obligations of
the Agents in this subsection (d) to contribute are several in proportion
to their respective underwriting obligations with respect to such Notes
and not joint.  Any party entitled to contribution, promptly after receipt
of notice of commencement of any action against such party in respect of
which a claim for contribution may be made under this Section 7(d), will
notify any such party or parties from whom contribution may be sought, but
the omission to so notify will not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
under this Section 7(d).  No party will be liable for contribution with
respect to any action or claim settled without its written consent (which
consent will not be unreasonably withheld).  

       (e)    The obligations of the Company under this Section 7 shall be
in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any,
who controls any Agent within the meaning of the Act; and the obligations
of each Agent under this Section 7 shall be in addition to any liability
which such Agent may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

       8.     Termination.

       This Agreement may be terminated at any time either by the Company
as to any of the Agents or by any of the Agents insofar as this Agreement
relates to such Agent upon the giving of written notice of such
termination to such Agent or Agents or to the Company, as the case may be;
provided that Section 10 shall survive only for the term provided therein
and only with respect to the parties covered thereby.  In the event of
termination of this Agreement (other than with respect to section 10), no
terminating party or parties with respect to which this Agreement is
terminated shall have any liability to the other parties hereto, except as
follows: (a) as provided in the first sentence of the fourth paragraph of
Section 1 and Sections 4(c), 5, 7, 9 and 11; (b) (i) if at the time of
termination a Terms Agreement is in effect between the Purchasing Agent
and the Company but the time of delivery to any Agent of the Note or Notes
relating thereto has not occurred or (ii) if the Agent or Agents shall
then own any Note or Notes purchased pursuant to a Terms Agreement, then
the Company's representations and warranties stated in Section 3 and its
obligations under the sixth paragraph of Section 1 and Sections 4(a),
4(b), 4(d), 4(e), 4(f), 4(i), 4(j) and 4(k), with respect to clause (i)
above, shall remain in full force and effect and not be terminated and,
with respect to clause (ii) above, shall remain in full force and effect
and not be terminated until the earlier of the date on which such Notes
are resold or the expiration of 90 days from such termination; provided,
however that with respect to clause (ii) above, the Company may repurchase
any such Notes from the Agents at the net price sold to the Agents on
original issuance and thereby terminate its obligations hereunder; and
(c) if the Company shall terminate this Agreement within six months of the
date hereof, other than as a result of a breach hereof by an Agent, the
Company shall be obligated, in addition to any matters covered by clauses
(a) and (b) of this Section 8, to reimburse the Agents for the reasonable
out-of-pocket expenses incurred by the Agents in connection with the
execution of this Agreement and the offering and sale of Notes.

       9.     Representations and Indemnities to Survive.  The respective
agreements, representations, warranties, indemnities and other statements
of the Company or its officers and of the Agents set forth in or made
pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Agents or the
Company or any of the officers, directors or controlling persons referred
to in section 7 hereof, and will survive delivery of and payment for the
Notes, and the indemnity agreement contained in Section 7 hereof shall
survive any termination of this Agreement.

       10.    Grant of License.

       (a)    Grant of Non-Exclusive License.  Upon the terms and
conditions hereinafter set forth, the Purchasing Agent hereby grants to
the Company and to each other Agent (for purposes of this Section 10, each
such party is referred to as a "Licensee") and each Licensee hereby
accepts a non-exclusive, non-transferable (except as provided under
paragraph (f) hereunder) license to use the service marks owned by the
Purchasing Agent in respect of the names "General Term Notes" and "GTN"
that it has used in connection with its business activities, and in which
the Purchasing Agent asserts common law interests (hereinafter referred to
collectively as "Marks") in connection with such Licensee's furtherance of
this Agreement, including use of such Marks as part of such Licensee's
marketing materials or other similar uses.  No Licensee shall have any
interest in or right to use the Marks except as set forth herein.  

       (b)    Non-Exclusivity of License.  Nothing in this Section 10
shall prevent the Purchasing Agent from granting any other license for the
use of the Marks or from utilizing the Marks or permitting the Marks to be
utilized by others in any manner whatsoever.  

       (c)    Term.  The term of this license shall continue in force as
to the Purchasing Agent and (without regard to any other Licensee)
(i) with respect to the Company, for so long as the Notes shall be
outstanding and (ii) with respect to each other Agent, for as long as this
Agreement or that Co-Agent Agreement between the  Purchasing Agent and
such Agent with respect to the Notes issued under this Agreement shall be
in effect, in each case subject to earlier termination in accordance with
the provisions of either this Agreement or any such Co-Agent Agreement, as
the case may be.  

       (d)    Ownership of Marks.  Each Licensee specifically acknowledges
the Purchasing Agent's ownership rights in the Marks.  In connection with
the use of the Marks, no Licensee shall in any manner represent that it
has any ownership in the Marks or any registrations thereof and agrees
that nothing in this Agreement shall give such Licensee any ownership
interest in any of the Marks other than the right to use the Marks in
accordance with this Section 10.  

       No Licensee will, during the term of this Section 10 or at any time
thereafter, attack the validity of any of the Marks or the Purchasing
Agent's interests therein, nor will any Licensee attack any application
for registration of any of the Marks, or take any position contrary to
that of the Purchasing Agent in any proceedings pertaining to registration
of any of the Marks.  

       Each Licensee shall, whether during or after the term of this
Agreement, execute and deliver to the Purchasing Agent such documents as
the Purchasing Agent may reasonably request to establish or confirm the
Purchasing Agent's ownership interest in the Marks.  

       (e)    Quality Control and Regulatory Compliance.  Each Licensee
agrees that it will make no use of the Marks that would tend to reflect
adversely upon the Purchasing Agent, its business reputation, the GTN
business and/or market, or would violate or reflect adversely upon the
Purchasing Agent with regard to the Commission, the National Association
of Securities Dealers, Inc., or any other governmental authority or
securities association or other regulatory matters.  The common law
understanding of the reasonable man standard, given the facts and
circumstances then facing such Licensee, its agents and employees, shall
apply when making a determination pursuant to this paragraph (e).  Any
proposed use of the Marks outside of the terms contemplated by this
Paragraph shall be submitted to the Purchasing Agent for its written
approval prior to said proposed use.  

       (f)    Assignment of Sublicense by Licensee.  This Section 10 and
all rights and duties in and with respect to the Marks hereunder are
personal to each Licensee and shall not, without the prior written consent
of the Purchasing Agent, which consent may not be unreasonably withheld,
be assigned, mortgaged, sublicensed or otherwise encumbered or transferred
by such Licensee, except by operation of law.  The Purchasing Agent may
assign its rights under this Section 10 to any person or entity without
the consent of any Licensee and upon such assignment the Purchasing Agent
shall be relieved from any further liability under this Agreement.  The
Purchasing Agent shall furnish prior written notice of any such assignment
to each Licensee.  

       (g)    Unauthorized Use.  Each Licensee will notify the Purchasing
Agent in writing of any unauthorized use of any of the Marks which come to
such Licensee's attention.

       (h)    Indemnification; Infringement.  

       (I)    The Purchasing Agent hereby indemnifies each Licensee and
              holds it harmless from and against any loss, liability,
              penalty, deficiency, damage or out-of-pocket expense
              (including, without limitation, reasonable legal fees and
              expenses) which such Licensee may suffer, sustain or become
              subject to resulting from, arising out of or caused by any
              suit, action or proceeding brought by a third party claiming
              or alleging in any manner that the use of any of the Marks
              by such Licensee has infringed upon the rights of others;
              provided, however, that the Purchasing Agent shall not be
              liable or responsible to indemnify a Licensee if the claimed
              or alleged infringement results from such Licensee's
              violation of this Section 10 or bad faith, willful
              misfeasance or gross negligence.  

       (II)   Each Licensee will notify the Purchasing Agent promptly in
              writing of any claim that the use of any of the Marks
              infringes the rights of others, or of the institution of any
              legal actions or suits predicated upon such claimed
              infringement, and any such suit or action will be diligently
              defended at the sole expense of and under the sole control
              of the Purchasing Agent.  

       (i)    Termination.  

       (I)    This Section 10 shall remain in effect throughout the term
              stated in paragraph (c) above until and unless it is earlier
              terminated pursuant to the terms of paragraph (i)(II) below. 
              

       (II)   This Section 10 may be terminated as to the Purchasing Agent
              and any Licensee (without regard to another Licensee) as
              follows: 

              A.  By the Purchasing Agent in the event that such Licensee
              shall fail to perform any obligation imposed upon such
              Licensee by this Section 10 or violate any terms of this
              Section 10.  The Purchasing Agent will give such Licensee
              written notice setting forth the particulars of any such
              breach and, unless such Licensee has cured such breach or is
              in the process of curing such breach, this Section 10 will
              terminate ten (10) days after receipt by such Licensee of
              such written notice.  With respect to the Company, nothing
              in this paragraph shall be construed to require such
              Licensee to retire, redeem or repurchase any Notes issued by
              it pursuant to this Distribution Agreement, or successor
              Distribution Agreements, otherwise left outstanding in the
              event of termination hereunder.

              B.  With respect to each other Agent (and not as to the
              Company), in the event that any Co-Agent Agreement between
              the Purchasing Agent and such Agent/Licensee terminates for
              any reason, or in the event of its expiration, this
              Section 10 shall immediately and automatically terminate.  

       (j)    Effect of Termination or Expiration.  On termination or
expiration of this Section 10 all rights and licenses granted to each
Licensee hereunder shall immediately and automatically terminate.  In such
event, each Licensee agrees to discontinue all uses of the Marks and any
words confusingly similar thereto within ten (10) days of such termination
or expiration.  After such termination, no Licensee nor any affiliate of
Licensee shall allude in any public statement or advertisement to the
Marks.  Each Licensee agrees that it will at no future time adopt or use,
without the Purchasing Agent's prior written consent, a word or mark which
is reasonably likely to be similar to or confused with any of the Marks. 
The Purchasing Agent shall retain sole authority and control over all of
the Marks, and all rights in the Marks shall remain the property of the
Purchasing Agent.

       (k)    Royalty.  The license granted herein shall be royalty-free.

       (l)    Reservation of Rights in the Marks.  Rights in the Marks,
other than those specifically granted herein, are reserved by the
Purchasing Agent for its own use.  Upon the termination of this Section 10
for any reason whatsoever, all rights to the Marks shall revert to the
Purchasing Agent without the necessity of any act on its part.  

       (m)    Unenforceable Provisions.  If any provision or part of this
Section 10 is declared unenforceable by a court of competent jurisdiction,
each and every other provision, or part hereof, shall continue in full
force and effect.  

       (n)    Waiver.  The failure or delay of the Purchasing Agent or any
Licensee to insist upon the performance of any of the terms and conditions
of this Section 10 or to exercise or enforce any right or obligation
herein conferred, shall not be construed to be a waiver of any such terms,
conditions, rights or obligations and either party may, within the time
provided by applicable law, take measures to enforce any or all such
rights and obligations.

       (o)    Remedies.  In the event of the breach or default in the
terms of this Section 10 by the Purchasing Agent or any Licensee, the
non-breaching or non-defaulting party shall be entitled to all legal and
equitable remedies provided by law.

The Purchasing Agent and each Licensee agree that damages may be
insufficient to compensate Purchasing Agent in the event that any of the
terms of this Section 10 are not complied with, and therefore, agree that
in such event, Purchasing Agent may seek injunctive relief and specific
performance of the terms hereof, in addition to all other rights or
remedies, and that to obtain such an injunction Purchasing Agent shall not
be required to show any actual damage or to post any bond or other
security.  

       11.    Notices.  All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Company, will be mailed
or delivered or sent by facsimile transmission or telegraph and confirmed
to it at CMS Energy, attention of Alan M. Wright, Senior Vice President
and Chief Financial Officer, facsimile transmission number (313) 436-9258,
and if sent to the Agent, will be mailed or delivered or sent by facsimile
transmission or telegraph and confirmed to it at J. W. Korth & Company,
29905 Middlebelt Road, Farmington Hills, Michigan 48018, attention:
Jeffrey P. Novak, facsimile transmission number (313) 855-6681.  Any party
hereto may change its address or facsimile number set out in this Section
11 by a notice given to the other parties in accordance herewith.  

       12.    Successors.  This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7
hereof, and no other person will have any right or obligation hereunder. 
The term "successors" as used in this Agreement shall not include a
purchaser, as such purchaser, of Notes from any Agent or from any selected
dealer acting through such Agent.  

       13.    Applicable Law.  This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable
to agreements made and to be performed wholly within such jurisdiction,
except that Section 10 of this Agreement will be governed by and construed
in accordance with the laws of the State of Michigan.  

       14.    Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

       If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding
agreement between the Company and you.

                                             Very truly yours,

                                             CMS Energy Corporation


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

                                             Title: 

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

J. W. KORTH & COMPANY


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

  Title: <PAGE>
<PAGE>  A-1



                                                             Exhibit A

                          CMS Energy Corporation

                      Note Administrative Procedures
                             ___________, 1996


        The General Term Notes (registered trademark), Series B (the
"Notes") of CMS Energy Corporation (the "Company") are being offered on a
continuous basis.  The Notes are being offered by J. W. Korth & Company
(the "Purchasing Agent") and __________________ (collectively, the
"Agents") pursuant to a Distribution Agreement among the Company and the
Agents dated as of the date hereof (the "Distribution Agreement") and one
or more terms agreements substantially in the form attached to the
Distribution Agreement as Exhibit B (each, a "Terms Agreement").  The
Notes are being resold by the Purchasing Agent (and by any Agent that
purchases them from the Purchasing Agent) to (i) customers of the Agents
or (ii) selected broker-dealers for distribution to their customers
pursuant to a Master Selected Dealers Agreement (a "Dealers Agreement")
attached hereto as Schedule I.  The Notes have been registered with the
Securities and Exchange Commission (the "Commission") and will be issued
under an Indenture dated as of January 15, 1994 as supplemented by a
Second Supplemental Indenture dated as of ___________________ (the
"Indenture") between the Company and The Chase Manhattan Bank (National
Association) (the "Trustee").  Terms used herein but not defined herein
shall have the meanings assigned to them in the Indenture, unless
otherwise required by the context.

        The Notes will be issued only in fully registered form without
coupons, and each tranche of the Notes (a "Tranche") will have the annual
interest rate, maturity and other terms set forth in a Pricing Supplement
(as defined in the Distribution Agreement).  Each Tranche will be
represented by (i) one or more global certificates (each, a "Global
Certificate") without coupons registered in the name of the nominee of the
depositary, The Depository Trust Company, or any successor depositary
selected by the Company ("DTC", which term, as used herein, includes any
successor depositary selected by the Company), representing up to
$150,000,000 principal amount of all such Notes that have the same
interest rate and Stated Maturity or (ii) one or more certificates
("Individual Certificates") registered in the name of, and delivered to,
the Holder thereof or a Person designated by such Holder.  Each Global
Certificate representing all or part of a Tranche will be delivered to the
Trustee, as custodian for DTC, and each of the Notes in such Tranche (a
"Book-Entry Note") will be recorded in the book-entry system maintained by
DTC.  An owner of a Book-Entry Note will not be entitled to receive a
certificate representing such Note except in the circumstances described
in the Prospectus (as defined in the Distribution Agreement).

        Administrative procedures to be followed in connection with, and
certain specific terms of, the offering of Notes for sale by the Agents
and the sale as a result thereof by the Company are stated below. 
Book-Entry Notes will be
------------------------
(registered trademark) Registered servicemark of J. W. Korth & Company<PAGE>
<PAGE>  A-2

issued in accordance with the administrative procedures set forth in
Part I hereof, and notes represented by Individual Certificates
("Certificated Notes") will be issued in accordance with the
administrative procedures set forth in Part II hereof.  The Company will
advise the Purchasing Agent and the Trustee in writing of those persons
handling administrative responsibilities with whom the Purchasing Agent
and the Trustee are to communicate regarding orders to purchase Notes and
the details of their delivery.  To the extent the procedures set forth
below conflict with the provisions of the Notes, the Indenture or the
Distribution Agreement, the relevant provisions of the Notes, the
Indenture and the Distribution Agreement shall control.  To the extent the
Notes, if any, are sold through the Agents, acting as agents and not as
principals, the following procedures shall be modified as necessary to
reflect that sale.

PART I:  ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES

Procedure for Rate       The Company and the Purchasing Agent will
Setting and Posting:     discuss from time to time the aggregate principal
                         amount and maturities of, and the interest rates
                         to be borne by, each Tranche of Book-Entry Notes
                         that may be purchased by the Purchasing Agent.

                         If the Company decides to set aggregate principal
                         amounts and maturities of, and rates to be borne
                         by, any Tranche to be purchased by the Purchasing
                         Agent (the setting of such amounts, maturities
                         and rates by the Company to be referred to herein
                         as a "Posting"), or if the Company decides to
                         change amounts, maturities or rates previously
                         posted, the Company will promptly advise the
                         Purchasing Agent of the amounts, maturities and
                         rates to be posted.  The Purchasing Agent will
                         thereafter promptly advise the other Agents of
                         the amount, maturities and rates to be posted.

Offering of Notes:       In the event that there is a Posting, each of the
                         Agents will communicate the aggregate principal
                         amount and maturities of, and the interest rates
                         to be borne by, each Tranche that is the subject
                         of the Posting to each of the broker-dealers (the
                         "Dealers") that has entered into a dealers
                         agreement (a "Dealers Agreement") with such Agent
                         and, pursuant to such Dealers Agreement, will
                         solicit offers to purchase the Notes in the
                         Tranche from the Dealers.

Purchase of Notes by     The Purchasing Agent will, no later than 4 P.M.
the Purchasing           (Eastern time) on the sixth day subsequent to the
Agent:                   day on which such Posting occurs, or if such
                         sixth day is not a day on which commercial banks
                         in New York City are not required or authorized
                         to be closed (such a day, a "Business Day"), on
                         the next succeeding Business Day, or on such
                         later Business Day and time as shall be mutually
                         agreed upon by the Company and the Agents (any
                         such day, a "Trade Date"), (i) complete, execute
                         and deliver to the Company a Terms Agreement that
                         sets forth, among other things, the amount of
                         each Tranche that the Purchasing Agent is
                         offering to purchase (and the amount of such
                         Notes which have been solicited by each Agent) or
                         (ii) inform the Company that none of the Notes of
                         a particular Tranche will be purchased by the
                         Purchasing Agent.  Immediately upon receipt of a
                         completed and executed Terms Agreement from the
                         Purchasing Agent, the Company will (i) execute
                         and deliver such Terms Agreement to the
                         Purchasing Agent or (ii) inform the Purchasing
                         Agent that its offer to purchase the Notes of a
                         particular Tranche has been rejected.  The
                         Purchasing Agent will immediately inform the
                         other Agents of the action taken by the Company.

Preparation of           If any offer by the Purchasing Agent to purchase
Pricing Supplement:      Notes is accepted by or on behalf of the Company,
                         the Company, with the approval of each Agent,
                         will prepare a Pricing Supplement reflecting the
                         terms of each Tranche and will arrange to have
                         ten copies thereof filed with the Commission in
                         accordance with the applicable paragraph of
                         Rule 424(b) under the Securities Act of 1933, as
                         amended (the "Act"), and will supply one copy of
                         such Pricing Supplement to each Agent and to the
                         Trustee.  Each Agent will deliver, or will cause
                         to be delivered, copies of the applicable Pricing
                         Supplement to (i) each of the Dealers that
                         purchased such Notes pursuant to a Dealers
                         Agreement in sufficient amounts so that a copy of
                         the applicable Pricing Supplement can be
                         delivered to each such Dealer and each purchaser
                         of Notes from such Dealer and (ii) each purchaser
                         of Notes from such Agent (other than such
                         Dealers).

                         In each instance that a Pricing Supplement is
                         prepared, each of the Agents will affix, or will
                         cause to be affixed, copies of the Pricing
                         Supplement to the Prospectus prior to their
                         distribution to purchasers of the Notes from such
                         Agent (other than Dealers that are purchasers of
                         Notes from such Agent with a view to their
                         distribution pursuant to a Dealers Agreement) and
                         will be responsible for determining that Dealers
                         purchasing Notes from such Agent have sufficient
                         copies of the most current version of the Pricing
                         Supplements and the related Prospectus to deliver
                         copies of such Pricing Supplement attached to the
                         Prospectus to every purchaser of the Notes, as
                         appropriate.  The Agent and the Dealers will
                         destroy any Pricing Supplements, and any
                         Prospectuses to which they are attached (other
                         than those retained for files), that remain in
                         their possession after Pricing Supplements have
                         been delivered to the purchasers of Notes.

Delivery of              A copy of the Prospectus and a Pricing Supplement
Prospectus:              relating to a Book-Entry Note must accompany or
                         precede any written offer of such Note,
                         confirmation of the purchase of such Note and
                         payment for such Note by its purchaser (other
                         than an Agent or Dealer).  Each of the Agents and
                         the Dealers will deliver a Prospectus and Pricing
                         Supplement as herein described with respect to
                         each Book-Entry Note sold by any of them, along
                         with a confirmation of sale, to each purchaser on
                         the Business Day immediately following the Trade
                         Date.

Issuance:                On the Settlement Date (as defined in the
                         Distribution Agreement) for each Tranche sold
                         pursuant to the Distribution Agreement, the
                         Company will issue and will cause the Trustee to
                         authenticate one or more Global Certificates. 
                         Each Global Certificate will be dated and issued
                         as of the date of its authentication by the
                         Trustee.

Registration:            Each Global Certificate will be registered in the
                         name of CEDE & CO., as nominee for DTC, on the
                         Securities Register.  The beneficial owner of a
                         Book-Entry Note (or an indirect participant in
                         DTC designated by such owner) will designate a
                         participant in DTC (with respect to such Note,
                         the "Participant") to act as agent for such
                         beneficial owner in connection with the
                         book-entry system maintained by DTC, and DTC will
                         record in book-entry form, in accordance with
                         instructions provided by the Participant, a
                         credit balance indicating that the Participant is
                         the record holder of the Note.  The ownership
                         interest of the beneficial owner in such Note
                         will be recorded through the records of the
                         Participant or through the separate records of
                         the Participant and an indirect participant in
                         DTC.

Denominations:           Book-Entry Notes will be issued in principal
                         amounts of $1,000 or any amount in excess thereof
                         that is an integral multiple of $1,000.  Global
                         Certificates will be denominated in principal
                         amounts not in excess of $150,000,000.  If a
                         Tranche having an aggregate principal amount in
                         excess of $150,000,000 would, but for the
                         preceding sentence, be represented by a single
                         Global Certificate, then one Global Certificate
                         will be authenticated and issued to represent
                         each $150,000,000 principal amount of such
                         Tranche and an additional Global Certificate will
                         be authenticated and issued to represent any
                         remaining principal amount of such Tranche.  In
                         such a case, each of the Global Securities
                         representing such Book-Entry Notes or Notes shall
                         be assigned the same CUSIP number.

Settlement:              The receipt by the Company of immediately
                         available funds in payment for a Tranche and the
                         authentication and issuance of the Global
                         Certificate(s) representing such Tranche shall
                         constitute "Settlement" with respect to the Notes
                         constituting such Tranche.  The Settlement Date
                         with respect to any purchase of Book-Entry Notes
                         from the Company by the Purchasing Agent will be
                         a date on or before the fifth Business Day next
                         succeeding the Trade Date, unless otherwise
                         agreed by each Agent and the Company and
                         specified in the applicable Terms Agreement.

Settlement               The following Settlement Procedures will be
Procedures:              performed by the Company, the Trustee, each Agent
                         and each of the Dealers with regard to each
                         Tranche of Book-Entry Notes issued by the Company
                         on a Trade Date:

                         A.      The Purchasing Agent will advise the
                                 Company in writing of the following
                                 settlement information:

                                 1.   Aggregate principal amount.
                                 2.   Stated maturity.
                                 3.   Interest rate.
                                 4.   Monthly, quarterly or  semi-annual
                                      interest payments.
                                 5.   Settlement date.
                                 6.   Agents' price.
                                 7.   Dealers' selling concession.
                                 8.   Optional Redemption (if any).
                                 9.   Survivor's Option (if any).

                         B.      The Company will advise the Trustee by
                                 telephone (confirmed in writing at any
                                 time on the same date) or electronic
                                 transmission (i) of the information set
                                 forth in Settlement Procedure "A" above,
                                 (ii) that the Notes are Book-Entry Notes
                                 and (iii) confirm the identity of the
                                 Purchasing Agent as purchaser.

                         C.      The Trustee will enter a pending deposit
                                 message through DTC's Participant
                                 Terminal System, providing the following
                                 settlement information to DTC, the Agents
                                 and Standard & Poor's Corporation:

                                 1.   The information set forth in
                                      Settlement Procedure "A".
                                 2.   Initial Interest Payment Date for
                                      such Tranche of Notes, number of
                                      days by which such date succeeds
                                      the related Regular Record Date and
                                      amount of interest payable on such
                                      Interest Payment Date.
                                 3.   CUSIP number of the Global
                                      Certificate(s) representing such
                                      Tranche of Notes.
                                 4.   Whether such Global Certificates(s)
                                      will represent any other Tranche of
                                      Book-Entry Notes (to the extent
                                      known at such time).

                         D.      The Trustee will complete the Global
                                 Certificate(s) representing such Tranche
                                 or the Company will prepare and deliver
                                 to the Trustee a completed Global
                                 Certificate representing such Tranche.

                         E.      The Trustee will authenticate the Global
                                 Certificate(s) representing such Tranche.

                         F.      DTC will credit such Tranche to the
                                 Trustee's participant account at DTC.

                         G.      The Trustee will enter a Same-Day Funds
                                 Settlement System ("SDFS") deliver order
                                 through DTC's Participant Terminal System
                                 instructing DTC to (i) debit such Tranche
                                 to the Trustee's participant account and
                                 credit the Notes belonging to such
                                 Tranche to the Purchasing Agent's
                                 participant account and (ii) debit the
                                 Purchasing Agent's settlement account and
                                 credit the Trustee's settlement account
                                 for an amount equal to the aggregate
                                 principal amount of such Notes, less the
                                 underwriting discount.  The entry of such
                                 a deliver order shall constitute a
                                 representation and warranty by the
                                 Trustee to DTC that (i) the Global
                                 Certificate(s) representing such Book-
                                 Entry Notes has or have been issued and
                                 authenticated and (ii) the Trustee is
                                 holding such Global Certificate(s)
                                 pursuant to the Letter of Representations
                                 with respect to such Notes between the
                                 Company, the Trustee and DTC.  

                         H.      The Purchasing Agent will enter an SDFS
                                 deliver order through DTC's Participant
                                 Terminal System instructing DTC (i) to
                                 debit Notes received from the Trustee
                                 pursuant to settlement procedure "G"
                                 above to the Purchasing Agent's
                                 participant account and to credit such
                                 Notes to the participant accounts of
                                 Participants (including other Agents)
                                 that (A) will hold such Notes as Dealers
                                 that purchased the Notes from the
                                 Purchasing Agent pursuant to a Dealers
                                 Agreement or as representatives of such
                                 Dealers or (B) will hold the Notes on
                                 behalf of a purchaser of the Notes from
                                 the Purchasing Agent (other than such
                                 Dealers), (ii) in the case of
                                 Participants that will hold the Notes as
                                 described in (A) above, to debit the
                                 settlement accounts of such Participants
                                 and credit the settlement account of the
                                 Purchasing Agent for an amount equal to
                                 the aggregate principal amount of such
                                 Notes, less the applicable selling
                                 concession, and, (iii) in the case of
                                 Participants that will hold the Notes as
                                 described in (B) above, to debit the
                                 settlement accounts of such Participants
                                 and credit the settlement account of the
                                 Purchasing Agent for an amount equal to
                                 the aggregate principal amount of such
                                 Notes.

                         I.      Transfers of funds in accordance with
                                 SDFS deliver orders described in
                                 Settlement Procedures "G" and "H" will be
                                 settled in accordance with SDFS operating
                                 procedures in effect on the Settlement
                                 Date.

                         J.      The Trustee will credit to an account of
                                 the Company maintained at the Trustee
                                 funds available for immediate use in the
                                 amount transferred to the Trustee in
                                 accordance with Settlement Procedure "G".

Settlement               Settlement Procedures "A" through "J" set forth
Procedures               above shall be completed as soon as possible but
Timetable:               not later than the respective times (Eastern
                         time) set forth below, or such later time as may
                         be agreed upon by the Company and the Purchasing
                         Agent:



                         Settlement
                         Procedure          Time

                                 A          4:00 P.M. on the Trade Date

                                 B          5:00 P.M. on the Trade Date

                                 C          2:00 P.M. on the Business Day
                                            before Settlement Date

                                 D          3:00 P.M. on Business Day
                                            before Settlement Date

                                 E          9:00 A.M. on Settlement Date

                                 F          10:00 A.M. on Settlement Date

                                 G-H        2:00 P.M. on Settlement Date

                                 I          4:45 P.M. on Settlement Date

                                 J          5:00 P.M. on Settlement Date

                         Settlement Procedure "I" is subject to extension
                         in accordance with the events specified in SDFS
                         operating procedures in effect on the Settlement
                         Date.

                         If Settlement of a Tranche of Book-Entry Notes is
                         rescheduled or canceled, the Trustee will deliver
                         to DTC, through DTC's Participant Terminal
                         System, a cancellation message to such effect by
                         no later than 2:00 P.M.  (Eastern time) on the
                         Business Day immediately preceding the scheduled
                         Settlement Date.

Trustee Not to           Nothing herein shall be deemed to require the
Risk Funds:              Trustee to risk or expend its own funds in
                         connection with any payment to the Company, or
                         the Purchasing Agent or any Dealer, it being
                         understood by all parties that payments made by
                         the Trustee to the Company or the Purchasing
                         Agent shall be made only to the extent that funds
                         are provided to such Trustee for such purpose.

Authenticity of          The Company will cause the Trustee to furnish the
Signatures:              Agents from time to time with specimen signatures
                         of the Trustee's officers, employees or agents
                         who have been authorized by the Trustee to
                         authenticate Global Certificates, but the Agents
                         will not have any obligation or liability to the
                         Company or the Trustee in respect of the
                         authenticity of the signature of any officer,
                         employee or agent of the Company or the Trustee
                         on any Global Certificate.
<PAGE>
<PAGE>  A-9

        PART II:  ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES

        The Trustee will serve as registrar and transfer agent in
connection with the Certificated Notes.

Procedure for Rate       The Company and the Purchasing Agent will discuss
Setting and Posting:     from time to time the aggregate principal amount
                         and maturities of, and the interest rates to be
                         borne by, each Tranche of Certificated Notes that
                         may be purchased by the Purchasing Agent. 

                         If the Company decides to set aggregate principal
                         amounts and maturities of, and rates to be borne
                         by, any Tranche to be purchased by the Purchasing
                         Agent (the setting of such amounts, maturities
                         and rates to be referred to herein as "Posting"),
                         or if the Company decides to change amounts,
                         maturities or rates previously posted, the
                         Company will promptly advise the Purchasing Agent
                         of the amounts, maturities and rates to be
                         posted.  The Purchasing Agent will thereafter
                         promptly advise the other Agents of the amounts,
                         maturities, and rates to be posted.

Offering of Notes:       In the event that there is a Posting, each of the
                         Agents will communicate the aggregate principal
                         amount and maturities of, and the interest rates
                         to be borne by, each Tranche of Certificated
                         Notes that is the subject of the Posting to each
                         of the broker-dealers (the "Dealers") that have
                         entered into a Dealers Agreement with such Agent
                         and pursuant to such Dealers Agreement, will
                         solicit offers to purchase the Notes in the
                         Tranche from the Dealers.

Purchase of Notes by     The Purchasing Agent will, no later than 4 P.M. 
the Purchasing Agent:    (Eastern time) on the sixth day subsequent to the
                         day on which such Posting occurs, or if such
                         sixth day is not a Business Day, on the next
                         succeeding Business Day, or on such later day and
                         time as shall be mutually agreed upon by the
                         Company and the Agents (any such day a "Trade
                         Date"), (i) complete, execute and deliver a Terms
                         Agreement that sets forth, among other things,
                         the amount of each Tranche that the Purchasing
                         Agent is offering to purchase (and the amount of
                         such Notes which have been solicited by each
                         Agent) or (ii) inform the Company that none of
                         the Notes of a particular Tranche will be
                         purchased by the Purchasing Agent.  Immediately
                         upon receipt of a completed and executed Terms
                         Agreement from the Purchasing Agent, the Company
                         will (i) execute and deliver such Terms Agreement
                         to the Purchasing Agent or (ii) inform the
                         Purchasing Agent that its offer to purchase the
                         Notes of a particular Tranche has been rejected. 
                         The Purchasing Agent will immediately inform the
                         other Agents of the action taken by the Company.

Preparation of           If any offer by the Purchasing Agent to purchase
Pricing Supplement:      Notes is accepted by or on behalf of the Company,
                         the Company, with the approval of each Agent,
                         will prepare a Pricing Supplement reflecting the
                         terms of each Tranche and will arrange to have
                         ten copies thereof filed with the Commission in
                         accordance with the applicable paragraph of
                         Rule 424(b) under the Securities Act of 1933, as
                         amended (the "Act") and will supply one copy of
                         such Pricing Supplement to each Agent and to the
                         Trustee.  Each Agent will deliver, or will cause
                         to be delivered, copies of the applicable Pricing
                         Supplement to (i) each of the Dealers that
                         purchased such Notes pursuant to a Dealers
                         Agreement in sufficient amounts so that a copy of
                         the Pricing Supplement can be delivered to each
                         such Dealer and each purchaser of Notes from such
                         Dealer and (ii) each purchaser of Notes from such
                         Agent (other than such Dealers).

                         In each instance that a Pricing Supplement is
                         prepared, each of the Agents will affix, or will
                         cause to be affixed, copies of the Pricing
                         Supplement to the Prospectus prior to their
                         distribution to purchasers of the Notes from such
                         Agent (other than Dealers that are purchasing
                         Notes from such Agent with a view to their
                         distribution pursuant to a Dealers Agreement) and
                         will be responsible for determining that Dealers
                         purchasing Notes from such Agent have sufficient
                         copies of the most current version of the Pricing
                         Supplements and the related Prospectus to deliver
                         copies of such Pricing Supplement attached to the
                         Prospectus to every purchaser of the Notes, as
                         appropriate.  The Agents and the Dealers will
                         destroy any Pricing Supplements, and any
                         Prospectus to which they are attached (other than
                         those retained for files), that remain in their
                         possession after Pricing Supplements have been
                         delivered to the purchasers of Notes.

Delivery of              A copy of the Prospectus and a Pricing Statement
Prospectus:              relating to a Certificated Note must accompany or
                         precede any written offer of such Note,
                         confirmation of the purchase of such Note and
                         payment for such Note by its purchaser (other
                         than an Agent or Dealer).  Each of the Agents and
                         the Dealers will deliver a Prospectus and Pricing
                         Supplement as herein described with respect to
                         each Certificated Note sold by any of them, along
                         with a confirmation of sale, to each purchaser on
                         the Business Day immediately following the Trade
                         Date.

Issuance:                On the Settlement Date (as defined in the
                         Distribution Agreement) for each Tranche sold
                         pursuant to the Distribution Agreement, the
                         Company will issue and will cause the Trustee to
                         authenticate Individual Certificates representing
                         the Notes in the Tranche.  Each Individual
                         Certificate will be dated and issued as of the
                         date of its authentication by the Trustee.

Registration:            Certificated Notes will be issued only in fully
                         registered form without coupons.

Denominations:           The denomination of any Certificated Note will be
                         a minimum of $1,000 or any amount in excess
                         thereof that is an integral multiple of $1,000.

Settlement:              The Settlement Date with respect to any purchase
                         of Certificated Notes from the Company by the
                         Purchasing Agent will be a date on or before the
                         fifth day that is a Business Day next succeeding
                         the Trade Date, unless otherwise agreed by each
                         Agent and the Company and specified in the
                         applicable Terms Agreement.  The Company will
                         instruct the Trustee to effect delivery of
                         Certificated Notes no later than 3:00 P.M.,
                         Eastern time, on the Settlement Date to the
                         Purchasing Agent.

Settlement               The following Settlement Procedures will be 
Procedures:              performed by the Company, the Trustee, each Agent
                         and each of the Dealers with regard to each
                         Tranche of Certificated Notes issued by the
                         Company on a Trade Date:

                         A.      The Purchasing Agent will advise the
                                 Company in writing of the following
                                 settlement information: 

                                 1.   Aggregate principal amount.
                                 2.   Stated maturity.
                                 3.   Interest rate.
                                 4.   Monthly, quarterly or semi-annual
                                      interest payments.
                                 5.   Settlement date.
                                 6.   Agents' price.
                                 7.   Dealers' selling concession.
                                 8.   Optional Redemption (if any).
                                 9.   Survivor's Option (if any).

                         B.      The Company will advise the Trustee by
                                 telephone (confirmed in writing at any
                                 time on the same date) or electronic
                                 transmission (i) of the information set
                                 forth in Settlement Procedure  "A" above,
                                 (ii) that the Notes are Certificated
                                 Notes and (iii) confirm the identity of
                                 the Purchasing Agent as purchaser.

                         C.      The Trustee will complete the Individual
                                 Certificates representing such Tranche or
                                 the Company will prepare and deliver to
                                 the Trustee a completed Global
                                 Certificate representing such Tranche.

                         D.      The Trustee will authenticate the
                                 Individual Certificates representing such
                                 Tranche.  

                         E.      Delivery of each Certificated Note by the
                                 Trustee will be made when the Trustee
                                 receives notice from the Company that it
                                 has received payment from the Purchasing
                                 Agent of an amount in immediately
                                 available funds equal to the face value
                                 of such Certificated Note less such
                                 Agent's discount.

Settlement               Settlement Procedures "A" through "E" set forth
Procedures               above shall be completed as soon as possible but 
Timetable:               not later than the respective times (Eastern
                         time) set forth below, or such later time as may
                         be agreed upon by the Company and the purchasing
                         Agent(s):

                         Settlement
                         Procedure          Time

                                 A-B        3:00 P.M. on Business Day
                                            before Settlement Date

                                 C-D        2:15 P.M. on Settlement Date

                                 E          3:00 P.M. on Settlement Date

Trustee Not to Risk      Nothing herein shall be deemed to require the 
Funds:                   Trustee to risk or expend its own funds in
                         connection with any payment to the Company, or
                         the Purchasing Agent or any Dealer, it being
                         understood by all parties that payments made by
                         the Trustee to the Company or the Purchasing
                         Agent shall be made only to the extent that funds
                         are provided to such Trustee for such purpose.

Authenticity of          The Company will cause the Trustee to furnish the
Signatures:              Agents from time to time with specimen signatures
                         of the Trustee's officers, employees or agents
                         who have been authorized by the Trustee to
                         authenticate Certificated Notes, but the Agents
                         will not have any obligation or liability to the
                         Company or the Trustee in respect of the
                         authenticity of the signature of any officer,
                         employee or agent of the Company or the Trustee
                         on any Certificated Note.<PAGE>
<PAGE>  B-1


                                                         EXHIBIT B


                              NAME OF ISSUER

            General Term Notes (registered trademark), Series B

       Due From Nine Months to Twenty-Five Years from Date of Issue

                              TERMS AGREEMENT

                                                                 , 19

CMS Energy Corporation 
[Address of Issuer]
Attention:  __________

                Subject in all respects to the terms and conditions of the
Distribution Agreement dated       , 1996, among J. W. Korth & Company,
___________________________ and you (the "Agreement"), the undersigned
agrees to purchase the following Notes of CMS Energy Corporation:

CUSIP:

Aggregate Principal Amount:

Interest Rate:

Interest Payment Date(s) (Monthly or Otherwise):

Stated Maturity Date:

Price to Public:   __________% of Principal Amount

Purchase Price:    __________% of Principal Amount

Selling Concession:

Settlement Date and Time:

Survivor's Option:

Optional Redemption, if any:

        Initial Redemption Date:

        Redemption Price:  initially ____% of Principal Amount and
        declining by ___% of the Principal Amount on each anniversary of
        the Initial Redemption Date until the Redemption Price is 100% of
        the Principal Amount.

------------------------
(registered trademark) Registered servicemark of J. W. Korth & Company<PAGE>
<PAGE>  B-2

        Place for Delivery of Notes and Payment Therefor:

        Method of Payment:


                                                        Principal Amount 
                                                       of Notes Solicited
                                                          by Such Agent  
         Agents

        J. W. Korth & Company. . . . . . . . . . . .     $
                                                          --------------

        Total    . . . . . . . . . . . . . . . . . .     $
                                                          ===============



Modification, if any, in the requirements to deliver the documents
specified in Section 6(B)(b) of the Agreement:

        Other Provisions:



                                         J.W. KORTH & COMPANY

                                         By:                            
                                            ----------------------------
                                            Title:                      
                                                  ----------------------


Accepted:

CMS ENERGY CORPORATION


By:                              
   ------------------------------
   Title:                        
         ------------------------

<PAGE>