<PAGE>

                                                                   EXHIBIT 10.51

                              AMENDED AND RESTATED

                               EASEMENT AGREEMENT

                                     BETWEEN

                            CONSUMERS ENERGY COMPANY

                                       AND

                     MICHIGAN ELECTRIC TRANSMISSION COMPANY

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
INDEX OF DEFINED TERMS...................................................    iii

ARTICLE 1  - Grant of Easement...........................................      2

ARTICLE 2  - Term........................................................      6

ARTICLE 3  - Rent........................................................      7

ARTICLE 4  - Compliance with NESC and Applicable Laws....................      7

ARTICLE 5  - Additions/Alterations.......................................      7

ARTICLE 6  - Consumers' Reserved Rights to Use the Premises and
             Transmission Facilities.....................................     10

ARTICLE 7  - METC Approval of Compatible Uses............................     13

ARTICLE 8  - Certain Obligations of Consumers and Authorized
             Users; Etc..................................................     15

ARTICLE 9  - Maintenance of the Premises and Transmission Facilities.....     19

ARTICLE 10 - Sale of Premises............................................     20

ARTICLE 11 - Property Taxes Assessable on Easement and Transmission
             Facilities..................................................     22

ARTICLE 12 - Compliance with Applicable Laws.............................     22

ARTICLE 13 - Damage or Destruction of Transmission Facilities and
             Condemnation................................................     23

ARTICLE 14 - Environmental Matters.......................................     23

ARTICLE 15 - Indemnification.............................................     25

ARTICLE 16 - Liens.......................................................     26

ARTICLE 17 - Insurance and Waiver of Subrogation.........................     27

ARTICLE 18 - Consumers' Rights To Perform METC's Covenants...............     27
</TABLE>


                                        i

<PAGE>

                           TABLE OF CONTENTS (Cont'd)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 19 - Rent Payment Default........................................     28

ARTICLE 20 - Remedies Cumulative; Waiver.................................     29

ARTICLE 21 - Surrender of Premises.......................................     30

ARTICLE 22 - Assignment; Transfer........................................     32

ARTICLE 23 - Mortgaging of the Easement..................................     33

ARTICLE 24 - Miscellaneous...............................................     35
</TABLE>

EXHIBIT A  - Premises

EXHIBIT B  - [INTENTIONALLY OMITTED]

EXHIBIT C  - Prices for Sale of Certain Structures

EXHIBIT D  - Counties in Which Premises Are Located

EXHIBIT E  - Certain Compatible Uses Per Section 7.1 of Agreement


                                       ii

<PAGE>

                             INDEX OF DEFINED TERMS

<TABLE>
<CAPTION>
Defined Terms                   Where Article or Section Defined
-------------                   --------------------------------
<S>                             <C>
Addition/Alteration             Section 5.1
Agreement                       Opening Paragraph
Applicable Laws                 Article 4
Authorized User                 Section 6.1
Base Rent                       Section 3.1
Commencement Date               First "Whereas" Clause
Compatible Uses                 Section 6.1
Consumers                       Opening Paragraph
Distribution                    Section 1.1
Distribution Facilities         Section 6.1
Easement                        Section 1.1
Easement Mortgage               Section 23.1
Easement Mortgagee              Section 23.1
Extension Term                  Section 2.3
Independent Third Party Users   Section 8.5
Initial Term                    Section 2.2
Initiating User                 Section 9.1
METC                            Opening Paragraph
NESC                            Article 4
Permitted Uses                  Section 1.1
Premises                        Section 1.1
Rent Payment Default            Section 19.1
Restated Agreement Date         Opening Paragraph
Sale Offer                      Section 10.1
Term                            Section 2.2
Trans-Elect                     Section 1.2
Transmission                    Section 1.1
Transmission Facilities         Recital "A"
</TABLE>


                                       iii
<PAGE>

                     AMENDED AND RESTATED EASEMENT AGREEMENT

     THIS AMENDED AND RESTATED EASEMENT AGREEMENT ("Agreement") is made as of
the ______ day of ______________, 20_____ (the "Restated Agreement Date") by and
between CONSUMERS ENERGY COMPANY, a Michigan corporation, whose address is 212
West Michigan Avenue, Jackson, Michigan 49201 ("Consumers"), and MICHIGAN
ELECTRIC TRANSMISSION COMPANY, a Michigan corporation, whose address is
______________________________________________________________ ("METC").

     WHEREAS, Consumers and METC entered into a certain "Easement Agreement"
dated April 1, 2001 (the "Commencement Date") whereunder Consumers granted an
"Easement" (as therein defined) to METC in respect to certain "Premises" (as
therein defined) in the State of Michigan for the use set forth therein and on
and subject to all of the terms and conditions set forth therein; and

     WHEREAS, Consumers and METC have now agreed on certain revisions to the
terms and conditions of said Easement Agreement, and for ease of reference,
desire to restate said Easement Agreement (including all Exhibits thereto as
well as the recitals and terms and conditions in the body of said Easement
Agreement) in its entirety; to include all of said agreed-upon revisions as well
as all unchanged provisions; it being understood that the terms and conditions
of this Amended and Restated Easement Agreement, including all revisions from
the terms and conditions set forth in the original Easement Agreement, shall
unless otherwise specified herein or the context otherwise requires be deemed
effective as of the Commencement Date;

     NOW, THEREFORE, it is agreed that said Easement Agreement is amended and
restated in its entirety to read as follows:

                                    RECITALS

A.   On the Commencement Date, Consumers sold and conveyed to METC all of the
     electric energy transmission system of Consumers (excluding certain radial
     lines); which conveyed facilities include towers, pole structures, poles,
     crossarms, wires, cables, conduits, guys, anchors, transformers,
     insulators, substations, switching stations and other fixtures and
     equipment, all as more particularly defined and described in a certain Bill
     of Sale executed and delivered by Consumers to METC on the Commencement
     Date. Said conveyed facilities, as located on the "Premises" hereinafter
     defined, as same may be altered, improved, relocated or added to after the
     Commencement Date pursuant to the terms and conditions of this Agreement
     (i.e., "Additions/Alterations" as hereinafter defined), are hereinafter
     referred to as the "Transmission Facilities." Said term "Transmission
     Facilities", as used in this Agreement, may mean all of said facilities
     collectively, it may mean specific or individual portions of said
     facilities, or it may mean both of the foregoing simultaneously, as may
     apply in the context where used.

B.   Pursuant to this Agreement, Consumers, on the Commencement Date, granted an


                                        1

<PAGE>

     "Easement" (as more fully defined hereinbelow) to METC for the Transmission
     Facilities in respect to the Premises (as hereinafter defined) on, over,
     under, across and along which the Transmission Facilities are located on
     the Commencement Date, on the terms and conditions set forth below.

     It is understood that the rights included in said Easement granted under
     this Agreement include, without limitation, rights for METC, in its
     discretion, to alter, improve, relocate or construct additional
     Transmission Facilities (i.e., "Additions/Alterations" as hereinafter
     defined) on the Premises as hereinafter set forth.

     Moreover, it is understood that pursuant to this Agreement, and
     notwithstanding retention by Consumers of any right, title or interest in
     the Premises, METC's Permitted Uses (as defined hereinbelow) of the
     Transmission Facilities, whether existing as of the Commencement Date or
     resulting from METC's Additions/Alterations (as defined hereinbelow), are
     intended to be no different than the scope of the use of the Transmission
     Facilities for Transmission of electricity enjoyed by Consumers prior to
     the Commencement Date.

C.   Capitalized terms listed in the "Index of Defined Terms" that is set forth
     at the end of the Table of Contents to this Agreement shall, as used in
     this Agreement, have the meanings assigned to them in the Article or
     Section indicated in said Index of Defined Terms (with such definitions
     applying to both singular and plural usages where applicable), unless the
     context indicates otherwise.

     NOW, THEREFORE, in consideration of the mutual covenants and promises of
the parties set forth herein, Consumers and METC agree as follows:

                                    ARTICLE 1
                                Grant of Easement

     Section 1.1. Premises. Consumers hereby grants to METC, for the Term set
forth in Article 2 below, and subject to METC's payment of the rents provided
for herein and to all of the other terms and conditions set forth in this
Agreement, an easement to use, for the Permitted Uses (as defined below in this
Section 1.1) and not for any other uses whatsoever, the following lands:

(a)  the lands identified as "fee lands" in Part "I" of Exhibit A, attached
     hereto;

(b)  the lands covered by the easements held by Consumers that are identified in
     Part "II" of said Exhibit A; and

(c)  the lands covered by the leases, permits and licenses held by Consumers
     that are identified in Part "III" of said Exhibit A.

     The lands covered by the foregoing clauses (a), (b) and (c) are referred to
herein as the "Premises." Said term "Premises", as used in this Agreement, may
mean all of said lands


                                        2

<PAGE>

collectively, it may mean specific or individual portions of said lands, or it
may mean both of the foregoing simultaneously, as may apply in the context where
used.

     METC may use the Premises for operation of the Transmission Facilities,
solely for the purpose of Transmission (and in no event Distribution) of
electricity, and, incidental thereto, for the purposes of inspecting,
maintaining, repairing, replacing and removing the Transmission Facilities and
trimming or removing such trees and brush on the Premises as may interfere with
or be hazardous to the operation of the Transmission Facilities. Subject to
Article 5 hereof, METC may also alter, improve, relocate or construct additional
Transmission Facilities on the Premises. All of such uses as METC is so
authorized to make of the Premises, as defined in the preceding two sentences
and subject to any restrictions or limitations pursuant to any other terms or
conditions of this Agreement, are herein referred to as the "Permitted Uses."
METC shall not have the right to use the Premises or the Transmission Facilities
and METC may not permit others to use the Premises or the Transmission
Facilities, or any part of either, for any use or purpose whatsoever other than
Permitted Uses; all such rights for other uses and purposes being reserved to
Consumers as provided in Article 6.

     As used herein, "Transmission" of electricity means transmission of
electric energy through the Transmission Facilities at voltages of 120 kilovolts
or more, intended for delivery of energy across a network, and in no event
(regardless of voltage) includes any of the following: (i) delivery of electric
energy to end-use retail customers; (ii) transmission of electric energy through
a single circuit (which may consist of any number of wires or cables) running to
a substation out of which all electric energy is transmitted at less than 120
kilovolts; and (iii) transmission of electric energy between any electric
generating plant or facility and the first substation located down-line of such
electric generating plant or facility. As used herein, "Distribution" of
electricity means all transmission of electric energy, at whatever voltage, that
is not "Transmission" as defined in the preceding sentence.

     All of the rights, interests and privileges in, to and regarding the
Premises that are granted to METC in this Section 1.1 or anywhere else in this
Agreement, as same are governed, limited or circumscribed by all terms and
conditions set forth in this Agreement, are referred to herein as the
"Easement."

     Section 1.2 Title Limitations. The Easement is granted expressly subject to
the following limitations:

(a)  It is expressly acknowledged and agreed that the Easement is granted, with
     respect to any particular Premises, only to the extent that same is within
     the scope of Consumers' right, title and interest in and to such particular
     Premises existing as of the Commencement Date, and to no further or other
     extent. To whatever extent the scope of the Easement granted to METC in
     this Agreement, as set forth in Section 1.1 above or anywhere else in this
     Agreement, would with respect to any particular Premises exceed Consumers'
     right, title or interest existing as of the Commencement Date, the Easement
     shall be deemed granted hereunder only to the extent of Consumers' right,
     title and interest existing as of the Commencement Date.


                                        3

<PAGE>

(b)  With respect to any particular Premises in which Consumers' right, title
     and interest existing as of the Commencement Date is less than a fee simple
     title, i.e., where Consumers' right, title or interest existing as of the
     Commencement Date is an easement, lease, permit or license, then the grant
     of the Easement herein made to METC shall be deemed an assignment by
     Consumers to METC of such easement, lease, permit or license that is held
     by Consumers as of the Commencement Date; but subject to the following:

     (i)  To whatever extent there are, as of the Commencement Date, legally
          binding limitations or restrictions (expressed by contract, covenant
          or condition, implied by law, or otherwise) upon Consumers' right to
          make an assignment of any such easement, lease, permit or license, the
          assignment thereof to METC shall be deemed made, and the corresponding
          rights, interests and privileges shall be deemed granted, only to the
          extent that Consumers has, as of the Commencement Date, the right to
          make such assignment. Further, even to the extent that Consumers has
          the right to make an assignment, such assignment is expressly made
          subject to clause (a), above, of this Subsection 1.2.

     (ii) If and to whatever extent the scope of Consumers' rights, interests
          and privileges under any such easement, lease, permit or license may,
          as of the Commencement Date, be broader than the scope of the rights,
          interests and privileges granted to METC in this Agreement, as
          expressly described in Section 1.1 above or elsewhere in this
          Agreement, then the assignment of such easement, lease, permit or
          license to METC shall be deemed made only to the extent of the rights,
          interests and privileges granted to METC as expressly described in
          Section 1.1 above or as expressly set forth elsewhere in this
          Agreement.

     (iii) Without limiting the generality of the preceding clause (b)(ii), such
          assignment is expressly limited to the duration of the Term set forth
          herein (and upon expiration or any other termination hereof all of the
          assigned rights, interests and privileges shall revert to Consumers),
          subject to the payment of the rentals set forth herein, and otherwise
          subject to all of the terms and conditions of this Agreement.

(c)  Subject to the last paragraph of Section 6.1, wherever the documents by
     which Consumers acquired its right, title or interest in any particular
     Premises, or any other documents in the chain of title, or any agreement
     made in connection with the foregoing, impose (directly or indirectly in
     any manner) upon Consumers any particular restrictions, limitations,
     duties, obligations, agreements, covenants or conditions in regard to or in
     connection with the use or occupation of, or activities or operations upon,
     such Premises, or otherwise in regard to or in connection with the
     existence or continuance of Consumers' right, title or interest in such
     Premises, METC shall, in regard to the Transmission Facilities and
     otherwise in connection with its use or occupation of, and activities and
     operations upon, such Premises comply with and fulfill all such
     restrictions, limitations, duties, obligations, agreements, covenants and
     conditions. Without limiting the generality of METC's obligations under
     Article 15 hereof, METC shall indemnify and save Consumers harmless from
     all losses, liabilities, damages, costs and expenses (including without
     limitation reasonable attorneys' and consultants' fees) arising from any


                                        4

<PAGE>

     failure of METC to so comply with and fulfill any such restriction,
     limitation, duty, obligation, agreement, covenant or condition. Nothing in
     the foregoing is intended to in and of itself require METC to comply with,
     or to require METC to indemnify Consumers for, restrictions, limitations,
     duties, obligations, agreements, covenants and conditions that meet all of
     the following criteria: (w) they are not contained in, or reasonably
     discoverable by reason of matters referred to in, any documents that are of
     public record; (x) they are not contained in, or reasonably discoverable by
     reason of matters referred to in, any documents made available to
     Trans-Elect, Inc. ("Trans-Elect") (being an affiliate of the entity which
     has become METC's parent company as of the Restated Agreement Date), its
     employees, representatives or consultants, on or prior to the Restated
     Agreement Date; (y) they are not reasonably discoverable by reason of or in
     connection with visible uses and/or occupations of Premises; and (z)
     Trans-Elect does not otherwise have actual notice thereof or of facts
     reasonably indicative of same. Regarding clause "(x)" of the immediately
     preceding sentence, METC acknowledges that all of Consumers' relevant
     documents located in Consumers' 805 Bridge Street facility and in the
     Business Services areas of Consumers' Parnall Road offices, both in Jackson
     County, Michigan, were made available to Trans-Elect, its employees,
     representatives or consultants on or prior to the Restated Agreement Date.

(d)  Without limiting the generality of the preceding clause (c), it is agreed
     that wherever the documents by which Consumers acquired its right, title or
     interest in any particular premises, or any other documents in the chain of
     title, or any other agreements that Consumers has made available to
     Trans-Elect, its employees, representatives or consultants prior to the
     Restated Agreement Date, require Consumers to pay rentals, insurance
     premiums, inspection fees, or other amounts, in regard to its right, title
     or interest in any Premises, or the use or occupancy thereof or activities
     or operations thereon, METC shall (except as provided in the next sentence)
     either pay all of same, in full and in an timely manner when due, directly
     to the party entitled thereto, or shall reimburse Consumers therefor within
     thirty (30) days of billing by Consumers to METC therefor, whatever is
     specified by Consumers in regard to any particular such payments and any
     particular such Premises. The parties hereto expressly recognize that
     because the Premises are primarily used for Transmission Facilities and,
     even where there are portions of the Premises that may not be specifically
     used for the Transmission Facilities those portions are not readily capable
     of being separately identified and described, METC shall be responsible
     hereunder for the entire amount of all such rentals, insurance premiums,
     inspection fees and other amounts that are required to be paid with respect
     to any Premises, unless the payment is directly and specifically assessed
     in regard to Distribution Facilities or other Compatible Uses of Consumers
     or an Authorized User (as such terms are hereinafter defined) or activities
     or operations of Consumers or an Authorized User in connection with
     Distribution Facilities or other Compatible Uses.

     Regarding "other agreements" as referred to in the first sentence of the
     immediately preceding paragraph, METC acknowledges that all of Consumers'
     relevant agreements located in Consumers' 805 Bridge Street facility and in
     the Business Services areas of Consumers' Parnall Road offices, both in
     Jackson County, Michigan, were made available to Trans-Elect, its
     employees, representatives or consultants prior to the


                                        5

<PAGE>

     Restated Agreement Date; and it is further understood that METC, upon being
     made aware of same, will be responsible for usual, typical or customary
     fees and other amounts payable under such other agreements whether or not
     same were made available prior to the Restated Agreement Date.

     Section 1.3 No Warranties. METC ACCEPTS THE PREMISES "AS-IS," IN THE
CONDITION EXISTING ON THE COMMENCEMENT DATE. METC ACKNOWLEDGES AND AGREES THAT
CONSUMERS HAS MADE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
PREMISES, INCLUDING WITHOUT LIMITATION ANY REPRESENATATIONS OR WARRANTIES
REGARDING (i) CONSUMERS' RIGHT, TITLE OR INTEREST IN OR TO ANY PART OF THE
PREMISES (AND THE EASEMENT IS ACCORDINGLY GRANTED HEREUNDER WITHOUT ANY
WARRANTIES OR COVENANTS OF TITLE); (ii) ENCROACHMENT OR TRESPASS OF TRANSMISSION
FACILITIES ONTO, OVER OR UNDER THE PROPERTY OF OTHERS, OR ENCROACHMENTS OR
TRESPASS OF FACILITIES, STRUCTURES OR USES OF THIRD PARTIES ONTO, OVER, OR UNDER
THE PREMISES; (iii) THE SPECIFIC LOCATION OF THE TRANSMISSION FACILITIES ON,
OVER, UNDER, ACROSS OR ALONG THE PREMISES OR ANY PART THEREOF; OR (iv) THE
SUITABILITY OF THE PREMISES FOR THE TRANSMISSION FACILITIES OR ANY PART THEREOF,
THE FREEDOM OF THE PREMISES FROM HAZARDS, OR OTHERWISE IN ANY MANNER REGARDING
THE PHYSICAL CONDITION OR CHARACTERISTICS OF THE PREMISES OR ANY PART THEREOF.

                                    ARTICLE 2
                                      Term

     Section 2.1 Term. The grant of the Easement herein made is limited to the
duration of the Term, as defined below in this Article 2. At the end of the
Term, or upon any earlier termination of this Agreement as herein provided, the
Easement herein granted shall terminate and revert to, and revest, in Consumers,
its successors and assigns.

     Section 2.2 Initial Term. The initial term of the Easement shall commence
on the Commencement Date and expire at midnight on December 31, 2050
(hereinafter referred to as the "Initial Term") unless the Easement shall sooner
terminate as provided in this Agreement. The Initial Term and any period(s) for
which the same may be extended pursuant to Section 2.3 hereof is hereinafter
referred to as the "Term."

     Section 2.3 Extension Term. METC shall have the option to extend the Term
of the Easement for up to ten (10) additional, successive periods of fifty (50)
years each (each an "Extension Term"), the first of which shall commence at
12:01 a.m. on January 1 following the expiration of the Initial Term; provided,
in respect to the exercise of said option for each such 50-year Extension Term,
that (i) METC is, at the end of the Initial Term or of the immediately preceding
Extension Term, as the case may be, not in material default in performing or
observing any of its covenants or obligations under this Agreement, (ii) METC
exercised (or is deemed to have exercised, as set forth in the immediately
following paragraph hereof) its said option to extend the Term for each and
every previous Extension Term, and (iii) this Agreement has not


                                        6

<PAGE>

otherwise been terminated as provided herein.

     Provided that each of the conditions set forth in the immediately preceding
paragraph of this Section 2.3 has been fulfilled, METC shall be deemed to have
exercised its option to extend the Term for the next ensuing Extension Term, and
the Term shall automatically be so extended, unless METC gives Consumers written
notice of METC's decision not to extend the Term at least one (1) year prior to
the expiration of the Initial Term or immediately preceding Extension Term, as
the case may be.

     All of the terms and conditions set forth herein shall apply during each
and every Extension Term that the Term is so extended.

                                    ARTICLE 3
                                      Rent

     Section 3.1 Base Rent. During the Term, METC shall pay Base Rent to
Consumers at the rate of Ten Million Forty Thousand Nine Hundred Dollars
($10,040,900.00) per calendar year (the "Base Rent"). Said Base Rent shall be
payable in advance in equal quarterly installments of Two Million Five Hundred
Ten Thousand Two Hundred Twenty Five Dollars ($2,510,225.00) on the first day of
each calendar quarter during the Term. Said annual Base Rent amount shall be
prorated in respect to any partial calendar year at the beginning or the end of
the Term, and said quarterly installment thereof shall be prorated for any
partial calendar quarter at the beginning or end of the Term. With respect to
any partial calendar quarter at the beginning of the Initial Term, METC shall
pay to Consumers, within five (5) business days after the Commencement Date,
such prorated Base Rent for the period from the Commencement Date to the end of
the calendar quarter in which the Commencement Date occurs.

     Section 3.2. Payment. METC covenants and agrees to pay Base Rent to
Consumers as required by this Agreement as and when due and payable. All Base
Rent payable, as well as all other amounts payable by METC to Consumers pursuant
to this Agreement, shall be payable to Consumers by wire transfer of immediately
available funds to Consumers' account at Bank One, Routing Number 072000326,
Account Number 113-10, or in such other manner or at such place as Consumers
shall, from time to time, designate by notice to METC.

     Section 3.3. Net Rentals. It is intended that the Base Rent provided for in
this Agreement shall be absolutely net to Consumers throughout the Term -- net
of any taxes, costs, expenses, liabilities, charges or other deductions
whatsoever, with respect to the Premises or with respect to any interest of
Consumers therein; unless and except as may be specifically provided otherwise
herein.

                                    ARTICLE 4
                    Compliance With NESC and Applicable Laws

     METC shall be responsible for ensuring that all use and occupation of and
operations upon the Premises by METC shall in all material respects comply with
(i) the National Electric Safety Code, as in effect from time to time and
including any successor thereto (the "NESC"),


                                        7

<PAGE>

and (ii) all applicable constitutional provisions, laws, ordinances, orders,
requirements, rules and regulations made by any governmental entity, body or
authority ("Applicable Laws"). Without limiting its obligations under the
preceding sentence, METC agrees that if it becomes aware, either through notice
from Consumers or otherwise, that its use and occupation of or operations upon
the Premises in any way fail to comply with the NESC or Applicable Law, METC
shall promptly correct such deficiency.

                                    ARTICLE 5
                              Additions/Alterations

     Section 5.1 Additions/Alterations. It is understood that this Easement
Agreement gives METC the right, in its discretion, to alter, improve, relocate
or construct additional Transmission Facilities (any of the foregoing being
referred to herein as an "Addition/Alteration") on the Premises. Without
limiting the foregoing, it is intended that this Easement Agreement give METC
the right to make Additions/Alterations as needed to meet its service
requirements to its customers under Federal Energy Regulatory Commission open
access tariffs.

     METC shall notify Consumers in writing at least thirty (30) days before
commencing work on an Addition/Alteration, and shall include in such notice
plans, specifications, surveys and/or other information pertaining to the
proposed Addition/Alteration so as to fully inform Consumers as to the nature
and extent thereof. Additions/Alterations shall be subject to all terms and
conditions of this Agreement the same as any other parts of the Transmission
Facilities.

     METC shall construct and/or perform all Additions/Alterations in compliance
in all material respects with the NESC and Applicable Laws, and otherwise in a
good and workmanlike manner. Without limiting its obligations under the
preceding sentence, METC agrees that upon any notice that Alterations/Additions
in any way fail to comply with the NESC or Applicable Law, METC shall promptly
correct such deficiency.

     METC shall also always be responsible for ensuring that its
Additions/Alternations do not violate any of the terms and conditions of this
Agreement or exceed the scope of the Easement herein granted. Without limiting
its obligations under the preceding sentence, METC agrees that if it becomes
aware, either through notice from Consumers or otherwise, that
Alterations/Additions in any way fail to comply with the terms and conditions of
this Agreement or exceed the scope of the Easement herein granted, METC shall
promptly remedy such problem.

     Section 5.2 Avoiding Endangerment. Consumers may, in connection with any
Addition/Alteration, notify METC in writing within thirty (30) days after
Consumers' receipt of METC's notice of the Addition/Alteration under Section 5.1
above of reasonable work and design restrictions and precautions that are needed
to avoid endangering existing Distribution Facilities (as defined in Section
6.1), pipelines or communications lines; and METC shall comply with all such
specified restrictions and precautions. Such restrictions and precautions may
include, by way of example and not limitation, restrictions and precautions that
must be following in the event that any pipeline or buried cable is to be
uncovered, or for installation of facilities that will cross pipelines or buried
cables or will be in close proximity to pipelines or


                                        8

<PAGE>

buried cables. Neither the content of any such work or design restrictions or
precautions specified by Consumers, nor any lack or failure by Consumers in
specifying such restrictions or precautions, nor any failure of Consumers to
enforce to any extent any such work or design restrictions or precautions
specified by Consumers shall, however, limit or affect in any way METC's
obligations and liabilities under this Agreement.

     Section 5.3 Relocation of Distribution Facilities. Consumers and METC also
recognize that Distribution Facilities may as of the Commencement Date or in the
future be installed on Transmission Facilities or the Premises that METC
subsequently determines will preclude installation by METC of additional
Transmission Facilities planned by METC unless such Distribution Facilities are
removed and relocated. In such event, METC shall have the right to require
Consumers to remove and relocate such Distribution Facilities, provided METC
pays Consumers both of the following:

(a)  The costs of alternative rights-of-way (if the Distribution Facilities
     cannot be completely relocated within the Premises or, in Consumers'
     judgment, it is not feasible to do so), satisfactory to Consumers, upon
     which Consumers may construct/install Distribution Facilities to replace
     the then-existing Distribution Facilities that are to be removed and
     relocated. Such costs of alternative rights-of-way will include all costs
     incidental to the acquisition (such as but not limited to title insurance,
     searches or abstracts, surveys, and time of right-of-way buyers) as well as
     the actual amounts of the consideration paid by Consumers for the
     alternative rights-of-way.

(b)  The cost of removing the then-existing Distribution Facilities from their
     then-existing location; and the cost of constructing/installing the
     replacement Distribution Facilities in the new location, together with all
     related design, engineering, surveying, permitting and other costs
     associated with the project. If and to the extent any such work is done or
     is to be done by Consumers' own crews, such internal costs will be as
     determined by Consumers in accordance with its normal and customary
     methods.

     METC shall notify Consumers in writing of the requirement for Consumers to
remove and relocate such Distribution Facilities. Consumers shall provide METC
in writing within thirty (30) days after Consumers' receipt of such notification
a cost estimate for removal and relocation of such Distribution Facilities.
Consumers may require payment in advance or the provision of reasonable security
for payment by METC prior to Consumers taking any action to so remove and
relocate its Distribution Facilities; and if Consumers needs to obtain
alternative right-of-way, Consumers will not be required to commence any work on
such relocation until such alternative right-of-way, satisfactory to Consumers,
has been obtained. Without in any way limiting the generality of the concept of
"satisfactory" alternative right-of-way, in no event will Consumers be required
to relocate to premises (i) on which Consumers will have property rights that,
in Consumers' judgment, are of any less secure nature than those that Consumers
had on the Premises, or (ii) having any physical characteristics that are
unsatisfactory to Consumers.

     If Consumers, in its sole judgment, decides to remove its Distribution
Facilities without relocating them, then the provisions of this Section 5.3
regarding relocation to a new location will accordingly not apply, but the
provisions of this Section 5.3 shall remain fully applicable in


                                        9

<PAGE>

respect to the costs of and METC's payment for the removal.

                                    ARTICLE 6
   Consumers' Reserved Rights to Use the Premises and Transmission Facilities

     Section 6.1 Compatible Uses. It is expressly understood that:

(a)  the Easement is granted to METC hereunder subject to all rights of
     Authorized Users (as defined below) for Compatible Uses (as defined below)
     pursuant to all grants and authorizations made at any time prior to the
     Commencement Date; and

(b)  subject to Section 5.3 and Articles 7 and 8 hereof, Consumers hereby
     expressly reserves and retains the rights (i) to at all times use and
     occupy the Premises and the Transmission Facilities for its own Compatible
     Uses, and (ii) to authorize and permit Authorized Users to use and occupy
     the Premises and the Transmission Facilities for Compatible Uses pursuant
     to grants and authorizations given by Consumers at any time after the
     Commencement Date.

     As used herein, "Authorized User" means (A) any third party who is
authorized to use or occupy any Premises or Transmission Facilities pursuant to
any grant or authorization made by Consumers (or its predecessors in interest),
or by rights acquired by other valid means, at any time prior to the
Commencement Date, and (B) any third party who is authorized to use or occupy
any Premises or Transmission Facilities pursuant to any grant or authorization
made by Consumers (or its successors in interest) at any time on and after the
Commencement Date.

     As used herein, "Compatible Uses" means use and occupation of the Premises
and/or the Transmission Facilities by Consumers or Authorized Users for any and
all purposes not inconsistent with METC's Permitted Uses; and, without limiting
the generality of the foregoing, Compatible Uses shall be conclusively deemed to
include all of the following:

(i)  all uses and occupations of the Premises and/or of Transmission Facilities
     by Consumers or any Authorized User that exist on the Commencement Date;

(ii) all uses and occupations of the Premises and/or of Transmission Facilities,
     not existing on the Commencement Date but for which any Authorized User has
     rights validly acquired prior to the Commencement Date; and

(iii) all other uses and occupations, not existing on the Commencement Date, of
     the Premises and of Transmission Facilities by Consumers or any Authorized
     User that: (x) do not cause the Transmission Facilities to be in violation
     of the NESC or any Applicable Laws; (y) do not materially impair METC's
     ability to satisfy its service obligations under applicable tariffs; and
     (z) do not unreasonably interfere with METC's ability to install planned
     Additions/Alterations.

     Compatible Uses include, for example and not limitation, all of the
following, to the extent that any of them fit within any of the immediately
preceding clauses (i), (ii) or (iii):


                                       10

<PAGE>

(a)  towers, pole structures, poles, crossarms, cables, wires, conduits, guys,
     anchors, transformers, insulators, meters, connections, fuses, junction
     boxes, pads, cabinets, enclosures, substations and other structures,
     equipment and facilities, whether overhead, underground or ground surface,
     relating to Distribution of electricity ("Distribution Facilities");

(b)  any and all other types of underground wires, cables, conduits, pipes,
     structures, equipment and facilities, including, without limitation,
     telephone, fiber optic, cable TV or other communications lines; sewers;
     pipelines and mains for water, oil, gas or other substances; drainage tile;
     and all ground surface facilities (including without limitation pads,
     cabinets, valves and enclosures) relating to any such underground
     facilities;

(c)  ground-surface and above-ground/overhead towers, pole structures, poles,
     antennae, cables, wires, conduits and other structures, equipment and
     facilities relating to microwave, cellular telephone, conventional
     telephone, cable TV, fiber optic and other communications operations;

(d)  farming, gardening, and other agricultural, landscaping and similar uses;

(e)  roads, streets, highways, driveways, parking lots, bridges, open ditch
     drains, storm water detention or retention ponds, and buildings; and

(f)  towers, pole structures, poles, crossarms, cables, wires, conduits, guys,
     anchors, transformers, insulators, meters, connections, fuses, junction
     boxes, pads, cabinets, enclosures, substations and other structures,
     equipment and facilities, whether overhead, underground or ground surface,
     relating to Transmission of electricity; provided, that facilities for
     Transmission of electricity by entities other than METC (or its successors
     or assigns) will be considered Compatible Uses only to the extent that such
     facilities exist as of or after the Restated Agreement Date pursuant to (y)
     rights or interests held by an Authorized User, its successors or assigns
     as of the Restated Agreement Date (whether or not for such rights or
     interests are being exercised or fully exercised as of the Restated
     Agreement Date), or (z) rights or interests granted to an Authorized User
     after the Restated Agreement Date by Consumers, its successors or assigns,
     with the written consent of METC.

     Where applicable, it is understood that the above-listed (or other)
Compatible Uses may involve use of the Transmission Facilities; for example and
not limitation the attachment onto the towers, pole structures and poles that
are part of the Transmission Facilities or the placement into conduit that is
part of the Transmission Facilities of (1) Distribution Facilities, and (2)
telephone lines, cable TV lines, fiber optic cables, other communication lines
and cables, antennae, and other equipment.

     Without limiting the scope of Consumers' reserved rights regarding
Compatible Uses, it is expressly understood that Consumers reserves the right to
receive any and all rentals, fees and other revenue and payments that may be
generated by the granting of rights to Authorized Users


                                       11

<PAGE>

or that are otherwise associated with Compatible Uses, whether such Compatible
Uses are already existing as of the Commencement Date or thereafter come into
existence pursuant to grants made at any time whether before or at any time
after the Commencement Date. Subject to Applicable Laws, and to any applicable
existing agreements with third parties, it is also expressly understood that
Consumers has the sole right to determine the amount of any rentals, fees and
other amounts to be paid for the granting of rights to Authorized Users or that
are otherwise associated with Compatible Uses.

     Consumers shall, in any grant made by Consumers after the Restated
Agreement Date that provides for the Authorized User to whom such grant is made
to physically attach its Compatible Use facilities to the Transmission
Facilities, include provision(s) (x) requiring such Authorized User to install
and maintain such attached facilities in accordance with the NESC; (y) requiring
such Authorized User to comply in all material respects with all Applicable Laws
relating to its said attached facilities and the relevant portion of the
Premises; and (z) permitting METC to enforce such obligations.

     Nothing herein shall be deemed to prohibit METC from challenging or
disregarding unrecorded rights, interests or limitations claimed by third
parties that are prior in time to those of METC under this Agreement but to
which METC's Easement under this Agreement would not be subject under the
recording statutes and other applicable law of the State of Michigan by reason
of lack of actual or constructive notice thereof; provided that Consumers shall
incur no cost, expense, loss or liability in connection therewith.

                                    ARTICLE 7
                        METC Approval of Compatible Uses

     Section 7.1 METC Approval of Compatible Uses. Whenever Consumers, or an
Authorized User acting under rights granted to it by Consumers after the
Restated Agreement Date (see below regarding a certain period prior to the
Restated Agreement Date), as the case may be (an "Initiating User"), intends to
initiate on the Premises, any use, not existing on the Premises as of the
Commencement Date, that such Initiating User deems to be a Compatible Use, then
the Initiating User shall give METC written notice of the intention to initiate
such proposed use at least thirty (30) days prior to undertaking any excavation,
construction, installation or similar activities on the Premises in furtherance
of such proposed use. Within thirty (30) days after such notice to METC of such
proposed use, METC shall notify the Initiating User in writing of whether METC:

(a)  approves the proposed use as being a Compatible Use under the provisions of
     clause (iii) of the third paragraph of Section 6.1; or

(b)  denies approval of the proposed use as being a Compatible Use under the
     provisions of clause (iii) of the third paragraph of Section 6.1.

If METC does not, within thirty (30) days after the Initiating User's said
written notice to METC, so notify the Initiating User in writing either that
METC has approved or denied the proposed use as being a Compatible Use, METC
shall be deemed to have approved such use as being a


                                       12

<PAGE>

Compatible Use. In any case, METC's approval shall not be unreasonably withheld.
In the event installation of the Compatible Use would disrupt the ability of
METC to provide electric Transmission service according to its tariffs and
result in material costs to market participants for electric Transmission
service, then METC may consider that factor in deciding to reasonably withhold
its approval. If METC notifies the Initiating User that it has denied approval
of the proposed use as being a Compatible Use: (i) METC shall together therewith
specifically document the manner in which the proposed use is not a Compatible
Use pursuant to the provisions of clause (iii) of the third paragraph of Section
6.1; (ii) activities in furtherance thereof shall not be undertaken by the
Initiating User until METC notifies the Initiating User in writing that METC has
approved such proposed use as being a Compatible Use; and (iii) METC shall
promptly so approve such proposed use as being a Compatible Use upon
presentation to METC of modifications of the proposed use or other appropriate
measures taken or to be taken (any costs of which modifications or other
measures shall be borne by the Initiating User), or other additional information
or explanation, as will reasonably resolve the reasons, as so identified by
METC, for which the proposed use would not be a Compatible Use or otherwise
reasonably demonstrate that the proposed use will be a Compatible Use. The
Initiating User shall furnish to METC such plans and specifications, surveys or
other information regarding the proposed use as METC may reasonably request in
order to evaluate the nature and extent of the proposed use.

     Wherever Consumers is not the Initiating User, METC shall, for any notices
to such Initiating User pursuant to the immediately preceding paragraph,
simultaneously send a copy of such notice to Consumers.

     METC and Initiating Users shall cooperate in good faith to accommodate
Permitted Uses and Compatible Uses of Premises and Transmission Facilities to
the extent reasonably feasible. If and to the extent that Transmission
Facilities can be relocated or modified to accommodate proposed uses, such as to
make otherwise non-Compatible Uses into Compatible Uses without materially
adversely affecting the operation of such Transmission Facilities, METC shall
undertake, or authorize the Initiating User to undertake, such relocation or
modification provided the Initiating User is willing and agrees to pays all
costs incurred in making such relocations or modifications (including, without
limitation, land or right of way acquisition costs if applicable, engineering
and construction costs) and observes such requirements as METC may reasonably
specify in connection therewith. METC may require payment in advance or the
provision of reasonable security for payment by the Initiating User prior to
METC taking any action to so relocate or modify its Transmission Facilities.

     Consumers shall submit to METC within twenty (20) days of the Restated
Agreement Date a list of all material Compatible Uses other than additions or
modifications to Distribution Facilities that have been authorized between
February 1, 2001 and the Restated Agreement Date for METC's approval per the
METC Compatible Use approval process described in this Section 7.1.

     It is understood that the foregoing provisions of this Section 7.1 will not
bind, nor restrict or limit any rights of, Authorized Users who are acting under
rights validly granted to them prior hereto. However, nothing herein is intended
to relieve any such Authorized Users of any duties


                                       13

<PAGE>

and obligations that they may otherwise have, under the terms of the grants to
them or at law or equity.

     It is also intended that Authorized Users acting under rights granted to
them after the Commencement Date will be bound by the terms of this Section 7.1
by operation of law, by virtue of receiving their interests after the time of
the execution and recording of this Agreement, and that METC may on that basis
seek to enforce such terms against such Authorized Users. Consumers will, at
METC's written request and solely at METC's expense, reasonably cooperate with
METC in seeking compliance herewith by said Authorized Users acting under rights
granted after the Commencement Date. However, Consumers does not itself
guarantee the compliance herewith by any such Authorized User or assume any
liability whatsoever for any such Authorized User's non-compliance.

     Notwithstanding any of the foregoing, and without limiting the scope of
what uses are to be considered Compatible Uses, the parties agree that the
activities that are identified on Exhibit E, attached hereto, will always be
considered Compatible Uses and shall not require notice to or approval of METC
under the foregoing provisions of this Section 7.1.

                                    ARTICLE 8
           Certain Obligations of Consumers and Authorized Users; Etc.

     Section 8.1 [Intentionally Omitted]

     Section 8.2 Maintenance and Repair Obligations of Consumers. Consumers
shall at its own expense (i) maintain and repair, in structurally and
operationally safe condition, Consumers' own facilities and equipment relating
to its Compatible Uses of the Premises or of the Transmission Facilities, (ii)
maintain such portions, if any, of the Premises as are exclusively used,
occupied and controlled by Consumers, and (iii) with reasonable promptness cause
all damage to the Premises or Transmission Facilities resulting from activities
associated with Compatible Uses undertaken by Consumers to be repaired to a
condition at least substantially equivalent to that existing prior thereto
including, as appropriate in the case of the particular Premises involved,
leveling of the surface thereof and seeding with grasses or other ground cover
as appropriate following excavation (it being understood that the reasonable
time for performance of certain restoration work, such as reseeding, may depend
on weather or seasonal considerations).

     Section 8.3 Maintenance and Repair Obligations of Authorized Users. Each
Authorized User using or occupying Premises or Transmission Facilities under a
grant made after the Commencement Date shall, at its own expense, (i) maintain
and repair, in structurally and operationally safe condition, such Authorized
User's own facilities and equipment relating to its Compatible Uses of the
Premises or (if applicable) Transmission Facilities, (ii) maintain such
portions, if any, of the Premises as are exclusively used, occupied and
controlled by such Authorized User, and (iii) with reasonable promptness cause
all damage to the Premises or Transmission Facilities resulting from activities
associated with Compatible Uses undertaken by such Authorized User to be
repaired to a condition at least substantially equivalent to that existing prior
thereto including, as appropriate in the case of the particular Premises
involved,


                                       14

<PAGE>

leveling of the surface thereof and seeding with grasses or other ground cover
as appropriate following excavation (it being understood that the reasonable
time for performance of certain restoration work, such as reseeding, may depend
on weather or seasonal considerations).

     It is understood that the foregoing provisions of this Section 8.3 will not
bind Authorized Users who are acting under rights validly granted to them prior
hereto. However, nothing herein is intended to relieve any such Authorized Users
of any duties and obligations that they may otherwise have, under the terms of
the grants to them or at law or equity.

     It is also intended that Authorized Users acting under rights granted to
them after the Commencement Date will be bound by the terms of this Section 8.3
by operation of law, by virtue of receiving their interests after the time of
the execution and recording of this Agreement, and that METC may on that basis
seek to enforce such terms against such Authorized Users. Consumers will, at
METC's written request and solely at METC's expense, reasonably cooperate with
METC in seeking compliance herewith by said Authorized Users acting under rights
granted after the Commencement Date. However, Consumers does not itself
guarantee the compliance herewith by any such Authorized User or assume any
liability whatsoever for their non-compliance.

     Section 8.4 Replacement or Removal of Towers, Pole Structures, Poles,
Conduit and Similar Transmission Facilities In or Upon Which Distribution
Facilities or Other Compatible Use Facilities are Attached or Located. Whenever
METC intends to replace any tower, pole structure, pole, conduit or similar
Transmission Facilities in or upon which Distribution Facilities or other
Compatible Use facilities of Consumers or an Authorized User are attached or
otherwise physically located, METC shall give at least sixty (60) days' prior
written notice to Consumers or the applicable Authorized User so that Consumers
or the applicable Authorized User, as the case may be, can at its own expense
either remove its facilities (if it no longer needs or desires the attachment)
or move/reattach such facilities to METC's replacement tower, pole structure,
pole, conduit or other similar Transmission Facilities. METC shall keep
Consumers or the applicable Authorized User, as the case may be, informed of the
time(s) for performance of such work of replacing such tower, pole structure,
pole, conduit or other similar Transmission Facilities, so that Consumers or
such Authorized User may reasonably coordinate with METC the performance of
Consumers' or such Authorized User's work of so removing and/or
moving/reattaching its own facilities.

     Whenever METC intends to remove -- without replacing -- any tower, pole
structure, pole, conduit or other similar Transmission Facilities in or upon
which Distribution Facilities or other Compatible Use facilities of Consumers or
an Authorized User are attached or otherwise physically located, METC shall give
at least sixty (60) days' prior written notice to Consumers or the applicable
Authorized User so that Consumers or the applicable Authorized User, as the case
may be, can at its own expense either remove its facilities (if it no longer
needs or desires the attachment) or, at Consumers' or the applicable Authorized
User's option, purchase from METC the tower, pole structure, pole, conduit or
other similar Transmission Facilities that METC intends to so remove. If
Consumers or the applicable Authorized User elects to purchase such tower, pole
structure, pole or other Transmission Facilities from METC, it shall so notify
METC in writing within forty five (45) days after the giving of METC's aforesaid
notice to Consumers


                                       15

<PAGE>

or such Authorized User. Within a reasonable time thereafter, and following
METC's removal of all of its wires, cables, conductors and other facilities that
may be attached to or located in or on the tower, pole structure, pole, conduit
or other similar facility in question, (i) Consumers or the applicable
Authorized User, as the case may be, shall pay METC for such tower, pole
structure, pole, conduit or other similar facility at a price computed in
accordance with the provisions of Exhibit C, attached hereto and made a part
hereof, and (ii) METC shall convey such tower, pole structure, pole, conduit or
other similar facility to Consumers or the applicable Authorized User by a good
and sufficient bill of sale. Such conveyance shall be on an "AS IS" basis, but
METC shall warrant the title to such tower, pole structure, pole, conduit or
other similar facility that is so conveyed. Where both Consumers and an
Authorized User would be eligible to, and both desire to, purchase a tower, pole
structure, pole, conduit or other similar facility from METC pursuant to this
paragraph, Consumers shall have the right to decide which of them shall buy
same. Any tower, pole structure, pole, conduit or other similar facility
purchased by Consumers or an Authorized User under this paragraph shall, upon
such purchase, become part of the Distribution Facilities or other Compatible
Use facilities, as the case may be, of Consumers or the applicable Authorized
User. It is understood that the provisions of this paragraph, including without
limitation any obligation to pay METC for Transmission Facilities, does not
apply to any acquisition by Consumers of Transmission Facilities pursuant to the
provisions of Section 21.5.

     Nothing in this Section 8.4 is intended to limit, override or affect any
rights granted to an Authorized User prior to the Commencement Date.

     Section 8.5 Independent Third Party Users. It is understood that wherever
Consumers' right, title and interest in Premises is less than a fee simple
title, i.e., where Consumers' right, title or interest is an easement, lease,
permit or license, Consumers generally does not have exclusive control of such
Premises, and generally has only limited control over the use or occupation of
such Premises by third parties. Any third party (whether the fee title owner or
anyone else whomsoever) using or occupying Premises in which Consumers does not
have fee simple title, who is (i) not actually attaching its own facilities to
Transmission Facilities by virtue of rights to do so granted to it by Consumers,
or (ii) otherwise using or occupying such Premises by virtue of rights to do so
granted to it by Consumers, shall not be considered an Authorized User under
this Agreement. No such third-party users or occupiers (who are hereinafter
referred to as "Independent Third Party Users") will be deemed to be Authorized
Users under this Agreement merely because Consumers (under whatever terms or
conditions, and whether or not for compensation) consented or agreed to or
approved their uses or occupations of the Premises, without actually purporting
to grant them the right to make such uses or occupations. It is expressly
understood, notwithstanding anything else in this Agreement, that Consumers has
no obligations to METC in connection with Independent Third Party Users.

                                    ARTICLE 9
             Maintenance of the Premises and Transmission Facilities

     Section 9.1 METC's Maintenance Obligations. The parties hereto expressly
recognize that because the Premises are primarily used for Transmission
Facilities and, even where there are portions of the Premises that may not be
specifically used for Transmission Facilities those


                                       16

<PAGE>

portions are not readily capable of being separately identified and described,
METC shall be responsible hereunder for the maintenance of the entire Premises
except as otherwise specifically provided in this Section 9.1.

     METC shall be solely responsible for maintaining, at its expense, (i) all
Transmission Facilities, and (ii) except as expressly provided otherwise in this
Section 9.1, the Premises.

     Without limiting the generality of any of the foregoing, METC shall, at its
expense, be responsible for at all times:

(i)  keeping and maintaining the Transmission Facilities in all material
     respects in a structurally and operationally safe condition and in a state
     of repair complying with all requirements of the NESC and Applicable Laws
     (and, without limiting its obligations under this clause "(i)", METC agrees
     that if it becomes aware, either through notice from Consumers or
     otherwise, that the Transmission Facilities in any way are not in
     structurally and operationally safe condition or fail to comply with the
     NESC or Applicable Law, METC shall promptly correct such deficiency);

(ii) maintaining the Premises in a clean and orderly condition, free from all
     litter and debris without regard to how the same became placed thereon or
     therein;

(iii) mowing the Premises and removing noxious weeds and brush therefrom;

(iv) maintaining and repairing all buildings, structures and fixtures on the
     Premises to keep the same in good condition and repair and in compliance
     with Applicable Laws;

(v)  repairing, maintaining and replacing, as necessary, and removing snow and
     ice from, all parking areas, driveways, passageways, sidewalks, walkways
     and similar areas on the Premises, in good and proper condition and in
     compliance with Applicable Laws.

     Notwithstanding the foregoing, METC shall not be responsible for (i)
performing repairs to or maintenance of Distribution Facilities or other
Compatible Use facilities (unless actions, operations or omissions of METC, its
employees, agents, contractors, subcontractors, invitees or licensees, or the
Transmission Facilities, were the cause of the need for such repairs or
maintenance); (ii) repair or maintenance of any areas on the Premises that are
exclusively used, occupied and controlled by Consumers or an Authorized User
(unless actions, operations or omissions of METC, its employees, agents,
contractors, subcontractors, invitees or licensees, or the Transmission
Facilities, were the cause of the need therefor for such repairs or
maintenance); or (iii) clean-up of litter or debris, or repair of damage to the
Premises, resulting from the facilities, occupation, use or operations of
Consumers or an Authorized User. Furthermore, nothing in this Section 9.1 is
intended to relieve Consumers or an Authorized User, as the case may be, from
responsibility for the cost of repairing damage to the Transmission Facilities
resulting from the facilities, occupation, use or operations of Consumers or
such Authorized User, as the case may be. Nothing, however, in the preceding
provisions of this paragraph is intended to relieve METC from any duty,
obligation or liability that it may have to an Authorized User for reasons apart
from the terms and conditions of this Agreement. It is


                                       17

<PAGE>

expressly understood that Consumers does not assume liability for damage
resulting from the facilities, occupation, use, acts, omissions or operations of
an Authorized User; METC's rights and remedies in connection therewith being
governed by the last paragraph of Section 8.3, and such rights as METC may
otherwise have against an Authorized User at law or equity.

     Section 9.2 Patrol; Encroachments. METC shall, at its own expense, patrol
by air the Premises at least annually. METC shall notify Consumers of any
unauthorized uses of the Premises or encroachments thereon that may be
identified as a result of such annual air patrol or that it may otherwise become
aware of. If there are unauthorized uses of, or encroachments upon, any Premises
that adversely affect the Transmission Facilities or METC's interests under this
Agreement, METC shall notify Consumers in writing and consult with Consumers
before METC takes action to terminate or otherwise resolve same. METC shall in
no event have any right or authority to take any action or make any agreement in
regard to any encroachment or other unauthorized use that extends beyond the
scope of METC's own interests under this Agreement or that adversely affects in
any manner Consumers' or any third party's interest in any Premises. Any action
that METC takes to resolve any encroachment or other unauthorized use shall be
at METC's sole expense, unless otherwise agreed upon in writing.

     Consumers assumes no liability to METC to detect or prevent encroachments
or any other unauthorized use of any Premises or Transmission Facilities, or
arising from any encroachments or other unauthorized use of any Premises or
Transmission Facilities.

     Section 9.3 Consumers Not Responsible for Maintenance. Unless and except as
may be expressly otherwise provided herein, Consumers shall not be responsible
or liable to METC for, or by reason of, the condition of Premises, or arising
from any failure to keep the same in good and lawful order and condition.
Consumers shall not be required to make any expenditure whatsoever for the
maintenance of Premises except as, in Consumers' judgment, is necessary or
desirable in relation to Consumers' facilities and equipment on, under or over
the Premises.

                                   ARTICLE 10
                                Sale of Premises

     Section 10.1 Sale Offer of Premises. Subject to Section 10.3, in the event
Consumers determines to sell any Premises, Consumers shall notify METC in
writing thereof and the sales price and terms upon which Consumers wishes to
sell the same (the "Sale Offer"). METC shall have the right to purchase the
particular Premises that Consumers proposes to sell at the price and upon the
terms of the Sale Offer by notifying Consumers in writing within thirty (30)
days after the giving of such Sale Offer by Consumers to METC. In the event that
METC does not so accept such Sale Offer, Consumers may, at any time within one
(1) year after the date that Consumers gave such Sale Offer to METC, sell the
Premises that were the subject of the Sale Offer to any third party for a price
that is not less than 95% of the sale price set forth in the Sale Offer and
otherwise on substantially the same terms as were set forth in the Sale Offer.
METC's right to purchase Premises under this Section 10.1 shall have no further
application to any Premises after same have been sold by Consumers in accordance
with the foregoing provisions of this Section 10.1.


                                       18

<PAGE>

     Section 10.2 Effect of Sale on Rights and Obligations of the Parties.
Subject to Section 10.3, and the last sentence of Section 10.1, any sale of
Premises to a third party shall not affect the rights of METC under this
Agreement. Subject to said Section 10.3, any buyer shall take subject to this
Agreement.

     It is understood that the covenants, agreements and obligations of
Consumers set forth in this Agreement shall not be deemed personal covenants of
Consumers, except to the extent of Consumers' interest in the Premises and only,
in respect to any particular part of the Premises, so long as such interest
shall continue, and thereafter the covenants, agreements and obligations of
Consumers shall be binding only upon such subsequent owners and successors in
interest to the extent of their respective interests, as and when they shall
acquire the same, and only so long as they shall retain such interest.

     Notwithstanding the foregoing, unless Consumers expressly agrees otherwise
in writing with the buyer of any sold Premises and notifies METC in writing
thereof: (i) the buyer shall not acquire any right to receive any part of the
Base Rent provided for in this Agreement, (ii) such sale shall not result in an
adjustment of the amount of the Base Rent payable by METC to Consumers under the
terms of this Agreement, and (iii) METC shall continue to pay the herein
specified Base Rent to Consumers in full. In respect to the foregoing, it is
understood that while Consumers shall have the right to assign its right to
receive Base Rent, same shall not be deemed to pass to a buyer of any part of
the Premises, and shall fully remain with Consumers, in the absence of an
express, duly executed, assignment.

     In a sale of any Premises, Consumers may reserve any rights and interests
in the Premises as are specified in the applicable conveyance instruments.

     Section 10.3 Premises in Which Consumers' Interest is Less Than Fee. It is
understood that wherever Consumers' right, title and interest in Premises is
less than a fee simple title, i.e., where Consumers' right, title or interest is
an easement, lease, permit or license, then METC's rights and Consumers'
obligations under Section 10.1 shall apply only to an actual, voluntary
sale/proposed sale by Consumers to a third party of Consumers' said easement,
lease, permit or license rights in those Premises. Nothing in said Section 10.1
is intended to confer any rights on METC or impose any obligations on Consumers
in connection with a sale of any Premises (or of any rights or interests
therein) in which Consumers' right, title or interest is an easement, lease,
permit or license by the fee title owner of such Premises or by the owner of any
other interest in such Premises. Furthermore, with respect to any Premises in
which Consumers' right, title or interest is an easement, lease, permit or
license, nothing in said Section 10.1 is intended to confer any rights upon METC
or any obligations or liability upon Consumers in connection with any
expiration, termination, reversion or other loss of such easement, lease, permit
or license, by operation of law, by the terms of the operative document, or
otherwise, not constituting an actual, voluntary sale by Consumers; and no such
expiration, termination, reversion or other loss of such easement, lease, permit
or license shall reduce the Base Rent Payable by METC hereunder.

     Section 10.4 Conveyance of Less than Consumers' Full Interest. In respect
to any parts of the Premises owned by Consumers in fee simple, METC's rights and
Consumers' obligations


                                       19

<PAGE>

under the provisions of Section 10.1 shall apply only to a sale/proposed sale by
Consumers of its fee simple title therein, and not to any conveyance or proposed
conveyance by Consumers of any other or lesser right, title or interest in such
Premises.

     In respect to any parts of the Premises in which Consumers' right, title
and interest is less than a fee simple title, i.e., where Consumers' right,
title or interest is an easement, lease, permit or license, then, without
limiting the generality of anything in Section 10.3 above, METC's rights and
Consumers' obligations under Section 10.1, shall apply only to a sale/proposed
sale by Consumers of its entire interest in such easement, lease, permit or
license, and not to any conveyance or proposed conveyance by Consumers of other
than or less than its complete and entire interest in such easement, lease,
permit or license.

                                   ARTICLE 11
        Property Taxes Assessable on Easement and Transmission Facilities

     Section 11.1 METC's Responsibility. METC shall pay any and all property
taxes that may by law be assessable on the Easement, the Transmission
Facilities, or any part of either.

                                   ARTICLE 12
                         Compliance With Applicable Laws

     Section 12.1 Compliance with Applicable Laws. METC shall, throughout the
Term, and at no expense whatsoever to Consumers, promptly comply, or cause
compliance, in all material respects with all Applicable Laws relating to the
Transmission Facilities and all of the Premises except as the same specifically
relate to Compatible Uses by Consumers and/or Authorized Users. Without limiting
its obligations under the preceding sentence, METC agrees that upon any notice
of a failure in any way to comply with Applicable Laws relating to the
Transmission Facilities or the Premises (except as the same specifically relate
to Compatible Uses by Consumers and/or Authorized Users), METC shall promptly
correct such deficiency.

     Consumers shall, throughout the Term, and at no expense whatsoever to METC,
promptly comply in all material respects with all Applicable Laws relating to
Consumers' Distribution Facilities. Without limiting its obligations under the
preceding sentence, Consumers agrees that upon any notice of a failure in any
way to comply with Applicable Laws relating to Consumers' Distribution
Facilities, Consumers shall promptly correct such deficiency.

     In addition, Consumers shall, in any grant made by Consumers after the
Restated Agreement Date that provides for the Authorized User to whom such grant
is made to physically attach its Compatible Use facilities to the Transmission
Facilities, include provision(s) as specified in the penultimate paragraph of
Section 6.1.

                                   ARTICLE 13
        Damage or Destruction of Transmission Facilities and Condemnation

     Section 13.1 Damage, Destruction or Legal Restrictions. This Agreement
shall not terminate, nor shall METC be entitled to any abatement or return of
Base Rent or reduction


                                       20

<PAGE>

thereof, nor shall the respective obligations of Consumers and METC be otherwise
affected, by reason of damage to or destruction of all or any of the
Transmission Facilities from whatever cause, the lawful imposition of any
restrictions on or prohibition of METC's use of any Premises or Transmission
Facilities, or any other cause similar to any of the foregoing, any present or
future law to the contrary notwithstanding, it being the intention of the
parties hereto that the Base Rent and other charges paid or payable by METC
shall continue to be payable in all events unless the obligation to pay the same
shall be terminated pursuant to the express provisions of this Agreement.

     Section 13.2 Condemnation. In the event of any taking of the Premises
pursuant to exercise of the power of eminent domain, each of the parties hereto
shall have, and/or may assert its claims for, such compensation and award for
its respective facilities, rights and interests as it may be entitled to by
Applicable Laws.

     No such taking of any part of the Premises or of the Transmission
Facilities shall entitle METC to any abatement or return of Base Rent or
reduction thereof. Without limiting the foregoing, it is understood that in the
event of a taking of Premises by exercise of the power of eminent domain such
that METC cannot continue use of the portion affected thereby for its
Transmission Facilities, then METC shall have the right to terminate this
Agreement as to such portion pursuant to Section 21.3 hereinbelow, but the Base
Rent payable by METC under this Agreement shall not be reduced as a result
thereof.

                                   ARTICLE 14
                              Environmental Matters

     Section 14.1 Waste Disposal. METC shall not dispose or suffer to be
disposed of any waste material whatsoever upon the Premises without the prior
written consent of Consumers; the granting or withholding of which consent shall
be within the sole discretion of Consumers. In addition, METC shall not use or
maintain, or suffer to be used or maintained, upon the Premises any "hazardous
substance," or "hazardous constituent" or "hazardous waste" or "hazardous
material" as defined under Comprehensive Environmental Response, Compensation,
and Liability Act (42 USC 9601 et seq.), the Resource Conservation and Recovery
Act (41 USC 6901 et seq.), Federal Hazardous Materials Transportation laws (49
USC 5119, et seq.), or the Michigan Natural Resources and Environmental
Protection Act (MCLA 324.101 et seq); except that METC may use (but not store)
such substances as are usually and customarily used in the industry if needed
for its Permitted Uses hereunder but only (i) in quantities so needed for such
use, (ii) in strict compliance with Applicable Laws, and (iii) with no violation
of the first sentence of this Section 14.1. METC shall, when requested by
Consumers, promptly give to Consumers any information requested by Consumers
concerning products, substances or processes used, maintained or undertaken by
METC or on its behalf or with its approval upon the Premises.

     Section 14.2 Environmental Indemnity. In the event that the use or exercise
of the rights granted in this Agreement at any time results in the presence on
or under the Premises and/or other land of Consumers (which shall include but
not be limited to the groundwater underlying any of such lands) of contaminants,
hazardous waste, hazardous substances, hazardous


                                       21

<PAGE>

constituents, or toxic substances, as on the Commencement Date or at any time
thereafter defined in the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA), 42 USCA 9601 et seq.; the Resource Conservation and
Recovery Act (RCRA), 42 USCA 6901 et seq.; the Toxic Substances Control Act
(TSCA), 15 USCA 2601 et seq.; the Michigan Natural Resources and Environmental
Protection Act (NREPA), MCLA 324.101 et seq.; or any other similar existing or
future statutes, METC shall, at METC's sole cost and expense, promptly take all
actions that are either: (i) required by any federal, state, or local
governmental agency or political subdivision, or (ii) necessary to restore all
such lands to the condition existing prior to the introduction of such
contaminants, hazardous waste, hazardous substances or constituents, or toxic
substances, notwithstanding any lesser standard of remediation allowable under
applicable law or governmental policies. The actions required of METC shall
include, but not be limited to: (a) the investigation of the environmental
condition of said lands, (b) the preparation of any feasibility studies,
reports, or remedial plans required by law or governmental policy, and (c) the
performance of cleanup, remediation, containment, operation, maintenance,
monitoring, or restoration work, whether on or off said lands. METC shall
proceed continuously and diligently with such investigatory and remedial
actions. METC shall promptly provide to Consumers copies of all test results and
reports generated in connection with the above activities and of all reports
submitted to any governmental entity.

     METC shall indemnify, defend, and hold Consumers, its officers, directors,
employees, agents, affiliates, and parent corporation, harmless from and against
any and all losses, liabilities, claims, damages, payments, actions, recoveries,
settlements, judgments, orders, costs, expenses, attorney fees, consultant and
expert fees, cost of investigation, monitoring, cleanup, containment,
restoration, removal, or other remedial work or response action, penalties,
fines, encumbrances, and liens arising out of: (i) the presence on or beneath
the Premises, and/or other land of Consumers, and/or other land, and the
groundwater underlying any of such lands, of contaminants, hazardous waste,
hazardous substances or constituents, or toxic substances, as on the
Commencement Date or at any time thereafter defined in CERCLA, RCRA, TSCA,
NREPA, or any other similar existing or future statutes, as a result of the use
or exercise of the rights herein granted, whether arising during or after the
Term of this Agreement; (ii) METC's violation or alleged violation of any
federal, state, or local law related directly or indirectly to METC's exercise
of the rights herein granted; or (iii) METC's failure to comply with the terms
and conditions of this Agreement.

     Section 14.3 Survival of Environmental Covenants. The covenants, agreements
and obligations of METC set forth in this Article 14 shall survive termination
of this Agreement.

                                   ARTICLE 15
                                 Indemnification

     Section 15.1 METC's Indemnification Obligation. Except as herein expressly
provided otherwise, METC covenants and agrees, at its sole cost and expense, to
indemnify, defend and save harmless Consumers from and against any and all
claims, actions or proceedings by or on behalf of any person, firm, corporation,
governmental authority or other entity, arising from or with respect to:


                                       22
<PAGE>

(a)  the occupancy, use, possession, conduct or maintenance of, or any work or
     thing whatsoever done on or about, the Premises by METC (or its employees,
     agents, representatives, contractors or subcontractors of any tier, other
     than Consumers and its affiliates if and when acting as contractors or
     subcontractors for METC on the Premises) during the Term, or

(b)  the Transmission Facilities, or

(c)  any accident, injury (or death) to any persons or damage to any property
     whatsoever caused by or arising from any act or omission of METC (or its
     employees, agents, representatives, contractors or subcontractors of any
     tier, other than Consumers and its affiliates if and when acting as
     contractors or subcontractors for METC on the Premises) during the Term, in
     or about the Premises, or

(d)  without limiting the generality of any of the preceding foregoing clauses
     (a) through (c), (i) any breach or default on the part of METC in the
     performance or observance of any covenant or agreement on the part of METC
     to be performed or observed pursuant to this Agreement, or (ii) any
     negligent act or omission or willful misconduct of METC, or any of its
     agents, employees, contractors, subcontractors, invitees or licensees
     (other than Consumers and its affiliates if and when acting as contractors
     or subcontractors for METC on the Premises),

and from and against all damages, liabilities, judgments, cost and expenses
(including without limitation reasonable attorneys' and consultants' fees)
suffered or incurred by Consumers in connection with any such claim, action or
proceeding; and in case any action or proceeding be brought against Consumers,
METC covenants to resist or defend such action or proceeding by counsel
reasonably satisfactory to Consumers unless such action or proceeding is
resisted or defended by counsel for any carrier of commercial general liability
insurance referred to in Section 17.1 hereof, as authorized by the provisions of
any policy of commercial general liability insurance maintained pursuant to said
Section.

     Notwithstanding the above, METC shall not be required to indemnify or
defend Consumers for any injuries (or death) to persons or damage to property
(i) caused by the sole negligence or willful misconduct of Consumers, an
Authorized User, or their agents, employees, contractors, subcontractors,
invitees or licensees, or (ii) other than to the extent attributable to the
acts, operations or omissions of METC, its agents, employees, contractors,
subcontractors, invitees or licensees, caused by the presence, operation,
maintenance, repair, replacement or removal of the Distribution Facilities of
Consumers on the Premises or of improvements, equipment or facilities of an
Authorized User on the Premises.

     Section 15.2. METC's Indemnification for Consumers' Costs of Enforcing
Agreement METC shall indemnify, defend and hold Consumers harmless against and
from, all costs and charges, including counsel and consultants' fees, reasonably
incurred in obtaining possession of the Premises after default by METC or upon
expiration or earlier termination of the Term hereof, or in enforcing any
covenant or agreement of METC herein contained.


                                       23

<PAGE>

     Section 15.3. Workers Compensation Indemnity Waivers. For the purpose of
indemnification of Consumers from judgments, claims, suits or actions brought
against it by METC employees, METC expressly and specifically waives any and all
immunity to which it may be entitled under the workers compensation laws of the
jurisdiction in which the Premises are located.

                                   ARTICLE 16
                                      Liens

     Section 16.1 No Liens. METC shall not suffer or permit any construction,
mechanic's, laborer's, materialman's or other liens, claims or encumbrances to
stand against the Premises, or any part thereof or Consumers' interest therein,
by reason of any work, labor, services, equipment or materials directly or
indirectly done for or supplied to, or claimed to have been directly or
indirectly done for or supplied to, METC, or otherwise directly or indirectly by
reason of METC's acts, omissions or occupation of the Premises ("METC
Activities"). METC shall indemnify, defend and hold Consumers harmless from and
against all such liens, charges and encumbrances as mentioned in the preceding
sentence.

     Section 16.2 Discharge of Certain Liens. Without limiting the generality of
Section 16.1, in the event that any construction, mechanic's, laborer's or
materialman's lien shall at any time be filed against the Premises, or any part
thereof, or against the interest of Consumers or METC in the Premises, by reason
of METC Activities, METC shall cause the same to be discharged of record within
thirty (30) days after the date of filing the same, by either payment, deposit
or bond. If METC shall fail to discharge any such lien within such period, then,
in addition to any other right or remedy of Consumers, Consumers may, but shall
not be obligated to, procure the discharge of the same by payment, deposit,
bonding or in such other manner as Consumers sees fit. All amounts incurred,
paid or deposited by Consumers in procuring the discharge of any such lien, and
all other costs, expenses or other disbursements of Consumers (including
reasonable attorneys' and consultants' fees) in defending any foreclosure action
or otherwise in connection with such lien, shall be payable by METC to Consumers
as additional Base Rent within thirty (30) days after invoice by Consumers to
METC therefor; and Consumers shall have the same rights and remedies in the
event of the nonpayment thereof by METC as in the case of default by METC in the
payment of any other Base Rent.

     Section 16.3 No Consumers Consent to Liens. Nothing in this Agreement shall
be deemed to be, or construed in any way as constituting, the consent of
Consumers to the filing of any lien against Consumers' interest in the Premises
by any person, firm or corporation for the performance of any work or labor or
the furnishing of any equipment or materials in any way connected with any of
the Transmission Facilities.

                                   ARTICLE 17
                       Insurance and Waiver of Subrogation

     Section 17.1 Insurance. During the Term, METC shall maintain in effect
commercial general liability insurance protecting METC and Consumers (as
evidenced by policies in which Consumers is named as an additional insured)
against claims of any and all persons, firms and


                                       24

<PAGE>

corporations for personal injury, death or property damage occurring upon, in or
about the Premises, with such limits of liability as are customarily carried by
prudent electric utility companies insuring or bearing similar risks. All
insurance policies provided pursuant to this Section 17.1 shall be obtained by
METC from an insurance carrier or carriers of good reputation and sound
financial responsibility selected by METC and may be subject to self-insured
retentions or deductibles in such customary amounts as are customarily carried
by prudent electric utility companies insuring or bearing similar risks.
Policies or certificates evidencing such insurance shall be delivered by METC to
Consumers upon execution of this Agreement and certificates evidencing renewal
of such insurance shall be delivered to Consumers at least ten (10) days' prior
to the expiration of any such policy of insurance. If commercially available
each such policy shall contain an agreement by the insurers not to, and in any
event the insurance certificates shall provide that that the insurers will not,
cancel such policy or materially alter its coverages except upon at least thirty
(30) days' prior written notice to Consumers.

     The maintenance of any insurance pursuant hereto does not limit METC's
indemnification obligations under Article 15.

     Section 17.2 Waivers of Subrogation. Consumers and METC each hereby
mutually waive its respective rights of subrogation and recovery against the
other for any loss for which payment can be collected by such party under
property insurance maintained by such party. The Transmission Facilities and all
other property on the Premises belonging to METC, its agents, employees,
contractors, subcontractors, invitees and licensees shall be at the risk of METC
or such other person only, and Consumers shall not be liable for damage thereto
or for the theft, misappropriation or loss thereof.

                                   ARTICLE 18
                  Consumers' Rights To Perform METC's Covenants

     If METC at any time fails to pay, or cause to be paid, any tax required to
be paid by METC pursuant to the provisions of Article 11 hereof, or to take out,
pay for, maintain or deliver or cause to be taken out, paid for, maintained or
delivered any of the insurance policies provided for in Article 17 hereof, or
fails to make any other payment or perform any other act which METC is obligated
to make or perform under this Agreement, or cause such to be done, then
Consumers may, but shall not be obligated so to do, after thirty (30) days'
written notice to METC (but without notice in the event of an emergency or if
Consumers will be exposed to loss or damage by a delay) and without waiving, or
releasing METC from, any obligation of METC in this Agreement contained, pay any
such tax or effect such insurance coverage and pay premiums therefor, and may
make any other payment or perform any other act which METC is obligated to
perform under this Agreement, in such manner and to such extent as shall be
reasonable, and, in exercising any such rights, pay necessary, reasonable and
incidental costs and expenses, employ counsel and incur and pay attorneys' and
consultants' fees. All sums so paid by Consumers and all necessary, reasonable
and incidental costs and expenses in connection with the performance of any such
act by Consumers shall be paid by METC to Consumers upon demand. Consumers'
rights under this Article 18 are in addition, and do not limit, any other rights
or remedies of Consumers.


                                       25

<PAGE>

                                   ARTICLE 19
                              Rent Payment Default

     Section 19.1 Rent Payment Default. This Agreement and the Term hereof are
subject to the limitation that if, at any time during the Term, METC fails to
pay any installment of the Base Rent provided for herein, or any part thereof,
when the same shall become due and payable, and such failure continues for
thirty (30) days after Consumers has given written notice thereof to METC (a
"Rent Payment Default"), then Consumers shall have the right, then or at any
time thereafter, and while such Rent Payment Default or Defaults continue, to
give METC written notice of Consumers' intention to terminate this Agreement on
a date specified in such notice, which date shall not be less than thirty (30)
days after the date of giving of such notice, and, on the date specified in such
notice, METC's right to use and occupancy of the Premises shall cease and METC
shall peaceably and quietly yield to and surrender to Consumers the Premises,
and this Agreement (and the Easement) shall thereupon terminate and all of the
right, title and interest of METC hereunder shall wholly cease and expire in the
same manner and with the same force and effect as such date so specified in said
notice was the date originally specified herein for the expiration of this
Agreement and the Term hereof, and METC shall then quit and surrender the
Premises and the Transmission Facilities on the Premises to Consumers, but METC
shall remain liable to Consumers as provided below. In the event of termination
of this Agreement, METC shall be deemed to have abandoned all Transmission
Facilities on, under or over the Premises to the extent the same have not been
removed thereon prior to the date of such termination.

     Section 19.2 Possession Following Rent Payment Default. In the event of any
termination of this Agreement pursuant to Section 19.1 or if a Rent Payment
Default shall continue beyond the expiration of any grace or cure period
provided for in Section 19.1, Consumers may enter upon the Premises and have,
repossess and enjoy the same by summary proceedings, ejectment or otherwise, and
in any such event neither METC nor any person claiming through or under METC
shall be entitled to possession or to remain in possession of the Premises but
shall forthwith quit and surrender the Premises. Consumers shall be under no
liability for or by reason of any such entry, repossession or removal of METC or
any person claiming through or under METC.

     Section 19.3 METC Responsibility for Costs. In case of any such
termination, re-entry or dispossession by summary proceedings, ejectment or
otherwise, the rent and other charges required to be paid by METC hereunder
shall thereupon become due and payable up to the time of such termination,
re-entry or dispossession, and METC shall also pay to Consumers all reasonable
expenses which Consumers may then or thereafter incur for legal expenses,
attorneys' and consultants' fees, brokerage commissions, and all other
reasonable costs paid or incurred by Consumers for keeping the Premises and the
Transmission Facilities in, or restoring same to, good order and condition as
Consumers may elect to do. The retention or removal of the Transmission
Facilities, and other matters in respect to the Transmission Facilities, shall
be covered by Section 21.5, and METC shall be liable for all costs and expenses
as set forth in said Section 21.5 in addition to those specified in this Section
19.3.

     Consumers shall be under no obligation to sell, lease or otherwise reconvey
the Premises


                                       26

<PAGE>

or Transmission Facilities or any part of either or interest in or respecting
same in order to mitigate damages.

     Section 19.4 Survival of METC's Payment Obligation. The right of Consumers
to recover from METC the amounts provided for above shall survive the issuance
of any order for possession or other termination hereof.

                                   ARTICLE 20
                           Remedies Cumulative; Waiver

     Section 20.1 Cumulative Remedies. Any specified rights and remedies to
which a party hereto may resort under the terms of this Agreement are cumulative
and are not intended to be exclusive of any other rights, remedies or means of
redress to which such party may be entitled at law or in equity in case of any
breach or threatened breach by the other party of any provision of this
Agreement.

     In addition to the other remedies in this Agreement provided, Consumers
shall be entitled to the restraint by injunction of any violation or attempted
or threatened violation of any of the terms, covenants, condition, provisions or
agreements of this Agreement.

     Section 20.2 Waiver. The failure of a party hereto to insist in any one or
more cases upon the strict performance of any of the terms, covenants,
conditions, provisions or agreements of this Agreement shall not be construed as
a waiver or a relinquishment for the future of any such term, covenant,
condition, provision or agreement. No waiver by either party of any term,
covenant, condition, provision or agreement of this Agreement shall be deemed to
have been made unless specifically acknowledged as such in a writing signed by
such party. Without limiting the foregoing, any receipt and acceptance by
Consumers of Base Rent or any other payment, or the acceptance of any
performance of anything required by this Agreement to be performed, with
knowledge of the breach of any term, covenant, condition, provision or agreement
of this Agreement, shall not be deemed a waiver of such breach, nor shall any
acceptance by Consumers of any payment in a lesser amount than is herein
provided for (regardless of any endorsement on any check, or any statement in
any letter accompanying any payment) operate or be construed either as an accord
and satisfaction or waiver in any manner other than as payment of the amounts
then actually paid by METC.

                                   ARTICLE 21
                              Surrender of Premises

     Section 21.1 Surrender of Premises. METC shall, upon the expiration or
termination of this Agreement for any reason whatsoever (whether such
termination is under Article 19, Section 21.3 or otherwise), surrender the
Premises (or applicable portion of the Premises in the case of a partial
termination) to Consumers in good order, condition and repair, and in accordance
with all requirements of this Agreement, except for reasonable and ordinary wear
and tear. In the event of termination of this Agreement as to part of the
Premises pursuant to the provisions hereof, METC shall surrender that part of
the Premises to Consumers in good order, condition and repair, and in accordance
with all requirements of this Agreement, except for reasonable and


                                       27

<PAGE>

ordinary wear and tear.

     If and to the extent that METC fails to leave any Premises in the proper
condition, Consumers may in addition to any other rights or remedies available
to Consumers under this Agreement or at law or equity, do the necessary work to
put the Premises in such condition and METC shall reimburse Consumers for all
costs thereof on demand.

     METC shall surrender all the Premises to Consumers upon expiration of the
Term without notice of any kind, and METC hereby waives all right to any such
notice as may be provided under any present or future law.

     Expiration or any termination (in whole or in part) of this Agreement
(whether such termination is under Article 19, Section 21.3 or otherwise) shall
not relieve METC of any obligations or liabilities that arose prior to such
expiration or termination, or are attributable to events, acts or omissions
occurring prior to such expiration or termination, or otherwise relate to
periods prior to such expiration or termination.

     Section 21.2 Holdover. If METC continues to use or occupy the Premises with
the written consent of Consumers after the last day of the Term, METC shall be a
tenant from month to month, at Base Rent twice the rate in effect prior to the
end of the Term and such tenancy shall otherwise be subject to all of the
covenants and agreements of this Agreement. Such month to month tenancy shall be
terminable by either party upon 30 days' notice to the other. In the event that
Consumers does not so consent to METC's continued use or occupation after the
expiration of the Term of this Agreement, or if no new agreement shall have been
entered into by the parties hereto, METC shall pay Consumers all damages
sustained by reason of METC's continuation or use or occupation after such
expiration.

     Section 21.3 METC's Right to Terminate Agreement as to All or Part of
Premises. From time to time during the Term, METC shall have the right to
terminate this Agreement as to, and cease use and occupation of, all or any
portion of the Premises as of the end of any calendar quarter. METC shall give
Consumers written notice of its intention to terminate this Agreement as to, and
cease use and occupation of, the Premises or the applicable portion thereof not
less than one hundred eighty (180) days prior to the date for termination
specified therein and, if appropriate, its wish to remove some or all of the
Transmission Facilities located thereon as specified in such notice. If an
Easement Mortgagee shall exist as of the time of any notice of termination to
Consumers pursuant to this Section, such notice of termination shall be
accompanied by a written consent thereto signed by the Easement Mortgagee and no
such notice of termination shall be effective unless accompanied by such written
consent. In the event of any termination by METC pursuant to this Section 21.3,
whether as to all or as to any part of the Premises, the Base Rent payable by
METC under this Agreement shall, unless otherwise expressly agreed in writing by
Consumers, continue unchanged and shall not be reduced by the portion thereof
that is attributable to the Premises as to which such termination relates or
otherwise. If METC so terminates this Agreement as to all of the Premises, such
Base Rent will continue until the end of the then current term (Initial Term or
Extension Term, as the case may be) pursuant to Article 2, and no automatic
renewal pursuant to the second paragraph of Section 2.3 shall be deemed to occur
beyond such then current term (Initial Term or Extension Term, as


                                       28

<PAGE>

the case may be).

     Section 21.4 Surrender or Removal of Transmission Facilities. Upon
expiration of the Term or any other termination of this Agreement (whether such
termination is under Article 19, Section 21.3 or otherwise), in its entirety or
with respect to less than all of the Premises, METC shall surrender to Consumers
all Transmission Facilities then on, under or over the Premises (or applicable
portion of the Premises, if the termination is as to less than all of the
Premises) and title thereto shall vest in Consumers unless Consumers notifies
METC in writing that some or all of the Transmission Facilities are to be
removed therefrom. Notwithstanding the foregoing, in the event of termination
under Article 19, METC shall have one hundred eighty (180) days after the date
of such termination to remove Transmission Facilities, and the immediately
preceding sentence shall in the case of a termination under Article 19 apply to
all Transmission Facilities as are on, under or over the Premises at the
expiration of one hundred eighty (180) days after the date of such termination.

     If Consumers notifies METC that some or all of the Transmission Facilities
are to be so removed, METC shall, at its own expense, remove same with all
reasonable diligence thereafter, restore the surface of the Premises affected
thereby, and otherwise leave such Premises in good and proper condition. If and
to the extent that Transmission Facilities are not to be so removed, METC shall
leave same in such condition as would apply with same having been fully and
properly kept, maintained and repaired by METC in compliance with the terms and
conditions of this Agreement. METC shall coordinate removal activities with
Consumers and Authorized Users as and to the extent necessary to protect or
relocate Distribution Facilities or other uses of Transmission Facilities then
being made of Transmission Facilities by Consumers and/or Authorized Users. METC
shall continue to have access to the Premises after such expiration or
termination for such purpose and shall not be deemed to be continuing to occupy
Leased Property pursuant to Section 21.3. Until completion of such removal,
Section 9.1, Articles 12, 14, 15, 16, 17 and 18 shall continue in effect
notwithstanding expiration or termination of this Agreement. In the event title
to some or all of the Transmission Facilities vests in Consumers pursuant to
this Section 21.4, METC shall execute and deliver to Consumers from time to time
such bills of sale or other conveyance as Consumers may reasonably request for
the purpose of confirming Consumers' ownership thereof.

     If and to the extent that METC fails to remove any Transmission Facilities
that Consumers specified that METC was to remove, as set forth above in this
Section 21.4, then, in addition to any other rights or remedies available to
Consumers under this Agreement or at law or equity, Consumers may exercise any
or all of the following rights and remedies: (i) Consumers may at its sole
option decide that title to any or all such Transmission Facilities shall vest
in Consumers, even though that was not Consumers' previous intent, and title
shall vest accordingly; (ii) Consumers may at its sole option remove, or leave
in place, as it sees fit, any or all such Transmission Facilities, and if
Consumers so removes any such Transmission Facilities, METC shall pay Consumers
on demand all costs incurred by Consumers therefor and for restoration of the
premises; (iii) Consumers may, at its sole option, bring any or all of such
Transmission Facilities that are not in the condition required hereunder to the
appropriate condition, and METC shall pay all costs thereof to Consumers upon
demand; and (iv) whether or not Consumers has taken title thereto, and whether
same have been removed or left in place by


                                       29

<PAGE>

Consumers, Consumers may at its sole option dispose of any or all such
Transmission Facilities in such manner as Consumers sees fit, with the cost of
such disposition being payable to Consumers by METC upon demand and any proceeds
of such disposition belonging solely to Consumers, and as to any such
Transmission Facilities that Consumers so disposes of without taking title METC
hereby grants to Consumers all necessary right and authority to make such
disposition.

                                   ARTICLE 22
                              Assignment; Transfer

     Section 22.1 Prohibition Against Assignment of Agreement Without Consumers'
Approval. Except as specifically provided otherwise in Section 22.2 and 23.1,
neither this Agreement nor the Easement created hereby, nor any right or
interest therein, shall be sold, assigned or otherwise transferred by METC in
any manner, in whole or in part, by operation of law or otherwise, nor shall
METC allow the interest of METC in the Premises or Transmission Facilities to
become subject to any lien, charge or encumbrance (other than liens and charges
arising by operation of law securing amounts not yet due or amounts that are
disputed in good faith provided no foreclosure has occurred in respect thereto,
or acquired by third parties through exercise of condemnation rights), without
the prior written approval of Consumers, which Consumers may withhold for any
reason or no reason.

     Section 22.2 Assignments Permitted Without Prior Written Approval. Without
Consumers' prior written approval:

(i)  METC may, subject to the terms and conditions of Article 23, grant Easement
     Mortgages in accordance with said Article 23, and such Easement Mortgages
     may be assigned as referred to in Section 23.1;

(ii) this Agreement and the Easement granted hereunder may be assigned, in total
     and not in part, to any Easement Mortgagee or the assignee of an Easement
     Mortgagee as described and set forth in Section 23.5 hereof (but this
     Agreement and the Easement may not be resold, transferred or assigned, in
     any manner, in whole or in part, by any such assignee of an Easement
     Mortgagee pursuant to Section 23.5, without Consumers' prior written
     consent); and

(iii) this Agreement and the Easement granted hereunder may be assigned, in
     total and not in part, by METC to any electric transmission company or
     regional transmission operator with which METC is merged or consolidated or
     which purchases (or to which METC contributes) substantially all of the
     Transmission Facilities (as then existing on the Premises);

but none of the foregoing shall in any way release METC from any liability
except and unless as otherwise specified in Section 22.3.

     Section 22.3 Assumption by Assignee. Each purchaser, assignee or other
transferee of this Agreement, or any part hereof, whether by consent of
Consumers pursuant to Section 22.1,


                                       30

<PAGE>

or as allowed without Consumers' consent pursuant to Section 22.2 (other than
the mere granting or assignment of an Easement Mortgage as mentioned in clause
(i) of Section 22.2, which Easement Mortgage exists solely as a lien on the
Easement) shall promptly execute and deliver to Consumers a written assumption
of METC's obligations under this Agreement in such form as Consumers may
require. Upon such purchase, assignment or other transfer, and the associated
assumption of METC's obligations (duly executed and delivered and in form fully
satisfactory to Consumers) becoming effective, METC shall have no further
liability under this Agreement except liabilities that arose prior to the sale,
assignment or transfer, or are attributable to events, acts or omissions
occurring prior to the sale, assignment or transfer, or that otherwise relate to
periods prior to the sale, assignment or other transfer. In the event METC has
been notified by Consumers of a Rent Payment Default and/or any other default in
the performance and observance of the terms and conditions of this Agreement
which has not been cured as of the time of a proposed sale, assignment or other
transfer, the assumption to be signed by the proposed purchaser, assignee or
other transferee shall include a specific commitment to cure any such Rent
Payment Default and/or other default in timely fashion.

     In the event of a sale, assignment or other transfer of this Agreement
insofar as it applies only to part, and not all, of the Premises, then the
release of METC from further obligations under this Agreement set forth in the
immediately preceding paragraph shall apply only insofar as this Agreement
applies to the specific Premises as to which the sale, assignment or other
transfer was made.

                                   ARTICLE 23
                           Mortgaging of the Easement

     Section 23.1 Easement Mortgages. METC, without Consumers' consent, may
mortgage the Easement (in whole and not in part), at any time and from time to
time, on such terms as METC may deem desirable, and such mortgage may be
assigned by the mortgagee thereunder. Each such mortgage, that may be validly
existing and outstanding at a particular time, is herein called an "Easement
Mortgage." Any Easement Mortgage shall not attach or purport to attach to any
right, title or interest in the Premises other than or beyond that granted and
existing under this Agreement. No holder of an Easement Mortgage shall have any
of the rights or benefits set forth in this Article 23, nor shall the provisions
of this Article 23 be in any manner binding upon or obligate Consumers with
respect to any holder of an Easement Mortgage, unless and until such holder of
an Easement Mortgage has notified Consumers in writing that it is a holder of
such Easement Mortgage and of the name and address to which all notices and
other communications hereunder to it may be addressed; and such a holder of an
Easement Mortgage, having fully and properly given such notice, is herein called
an "Easement Mortgagee."

     All notices from an Easement Mortgagee to Consumers (including without
limitation the notice mentioned above in this Section 23.1), or from Consumers
to an Easement Mortgagee, shall be deemed given on the same terms and conditions
as are provided for in Section 24.2 below (it being understood that the Easement
Mortgagee's address for such notices will be that specified by the Easement
Mortgagee in its written notice to Consumers mentioned above in this Section
23.1 or such other address as the Easement Mortgagee may thereafter specify by
written notice to Consumers given in accordance with said Section 24.2).


                                       31

<PAGE>

     Section 23.2 No Cancellation. Surrender or Material Modification Without
Easement Mortgagee Consent. Consumers and METC shall not agree between
themselves to any cancellation, surrender or material modification of this
Agreement without the prior written consent of each Easement Mortgagee. Nothing
in this Section 23.2 shall prevent Consumers from terminating this Agreement
pursuant to Article 19, or from taking any other action or pursuing any remedy
that, other than solely by reason of METC's mutual agreement thereto, Consumers
is at any time entitled to take or pursue pursuant to the terms and conditions
of this Agreement or by law or equity.

     Section 23.3 Notices of Default to Leasehold Mortgagee. Consumers shall
give to each Easement Mortgagee a copy of any notice of default or notice of
Consumers' intention to terminate this Agreement given by Consumers to METC
hereunder not later than ten (10) days after giving any such notice to METC.

     Section 23.4 Payment or Performance by Easement Mortgagee. At any time when
any Easement Mortgage shall remain unsatisfied of record, any Easement Mortgagee
may, on the same terms and conditions and within the same time periods as would
apply hereunder to METC, make any payment or perform any act required hereunder
to be made or performed by METC and Consumers shall accept such payment and
performance. No such performance by an Easement Mortgagee shall release METC
from any obligation or default hereunder except in the case of any obligation or
default which shall have been fully performed or corrected by such payment or
performance by an Easement Mortgagee.

     Section 23.5 Assignment by Easement Mortgagee. If any Easement Mortgagee
shall acquire title to the Easement, by foreclosure of an Easement Mortgage or
by assignment in lieu of foreclosure, such Easement Mortgagee may assign the
Easement, in total and not in part, and shall thereupon be released from all
liability for the performance or observance of the covenants and conditions in
this Agreement contained on the part of METC to be performed and observed from
and after the date of such assignment, provided that the assignee from such
Easement Mortgagee shall have assumed this Agreement in accordance with Section
22.3 hereof and shall have complied otherwise with said Section.

                                   ARTICLE 24
                                  Miscellaneous

     Section 24.1 [Intentionally Omitted]

     Section 24.2 Notices. Any and all notices required or permitted under this
Agreement shall be in writing and shall be deemed sufficiently given (i) as of
the third business day after the same has been deposited with the United States
Postal Service, certified or registered mail, return receipt requested, postage
fully prepaid, properly addressed to the other party as indicated below, or (ii)
upon actual receipt when same is delivered in person, by courier or in any other
manner (it being understood that a telecopy or similar transmittal that is
actually received at the proper location of the applicable party shall comply
with this clause (ii)).


                                       32

<PAGE>

If to Consumers: Consumers Energy Company
                 212 West Michigan Avenue
                 Jackson, Michigan 49201
                 Attention: Director of Real Estate and Facilities Management

If to METC:      Michigan Electric Transmission Company
                 212 West Michigan Avenue
                 Jackson, Michigan 49201
                 Attention: President

     Either party may change its above-indicated address, or the above-indicated
person or department to whose attention notices are to be directed, by written
notice to the other party given in accordance with this section.

     Section 24.3 Invalidity of Particular Provisions. If any term or provision
of this Agreement or the application thereof to any person or circumstance shall
to any extent be invalid or unenforceable, the remainder of this Agreement, or
the application of such term or provision to persons or circumstances other than
those as to which it is invalid or unenforceable, shall not be affected thereby,
and each term and provision of this Agreement shall be valid and may be enforced
to the fullest extent permitted by law.

     Section 24.4 Successors and Assigns. Subject to the restrictions on sale,
assignment or transfer by METC set forth herein, and subject to the provisions
of Section 10.2, the terms, conditions, covenants, agreements and reservations
herein contained shall be binding upon and inure to the benefit of the
respective successors and assigns of the parties hereto.

     Section 24.5 Amendments; Modifications. This Agreement, or any part hereof,
may not be changed, superseded or supplemented except in writing, signed by
Consumers and METC; it being the express intention of the parties hereto that no
provision, term or condition of this Agreement may be amended or varied in any
way by an oral understanding.

     Section 24.6 Recordation. The parties hereto shall execute multiple
originals of this Agreement in conformity with legal requirements for recording
in the State of Michigan, and the same shall be promptly placed of record at
METC's expense in all counties in which Premises are located; said counties
being listed on Exhibit D, attached hereto and made a part hereof.

     The "original" of this Agreement that is executed for recordation in any
particular such county may, for ease of recordation, contain a version of
Exhibit A that covers only the parts of the Premises that are located in that
particular county. All such "originals" that are executed by the parties
containing an Exhibit A so covering only the parts of the Premises that are
located in particular counties shall be in addition to a "master" original
executed by the parties that contains an Exhibit A covering all of the Premises,
in all of the counties listed on Exhibit D. It is expressly understood that the
execution and/or recordation of any such version of the Agreement containing an
Exhibit A covering only the parts of the Premises that are located in a
particular county shall in no way restrict, limit or otherwise affect the
interpretation, application or enforcement of this Agreement; and the terms and
conditions of this Agreement shall at all times


                                       33

<PAGE>

be read, interpreted and applied as if all executed versions of this Agreement
had been the "master" whose Exhibit A covers all of the Premises, in all of the
counties listed on Exhibit D.

     If requested by Consumers, METC shall, upon expiration or termination of
this Agreement as to some or all Premises as provided herein, execute and
deliver to Consumers an appropriate release or releases, in content reasonably
satisfactory to Consumers and in proper form for recording, of METC's interest
therein.

     The recordation of this Agreement is intended to provide notice to the
public, including Authorized Users, of this Agreement. The parties hereto should
be contacted regarding any questions regarding this Agreement or its
implementation.

     Section 24.7 Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Michigan.

     Section 24.8 Headings. The Section and Article headings in this Agreement
are included for reference only. They shall not affect the interpretation and
construction of this Agreement.

     Section 24.9 Entire Agreement. This Agreement supersedes all previous
representations, understandings and negotiations, either written or oral,
between the parties hereto or their representatives with respect to the subject
matter hereof, and constitutes the entire agreement between the parties with
respect to such subject matter.

     Section 24.10 Further Assurances. Subject to the terms and conditions of
this Agreement, each of the parties hereto will use its best efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, all things
necessary, proper or advisable to consummate the transactions contemplated by
this Agreement and to fully effect the intent of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Easement Agreement
to be duly executed as of the day and year first above written.

WITNESSES:

                                        CONSUMERS ENERGY COMPANY
-------------------------------------


                                        By /s/ John Russell
-------------------------------------      -------------------------------------


                                        MICHIGAN ELECTRIC TRANSMISSION COMPANY
-------------------------------------


                                        By /s/ Dennis DaPra
-------------------------------------      -------------------------------------


                                       34

<PAGE>

     Acknowledged before me in _________ County, Michigan, on ___________,
20____ by _______________________________, _______________________________ of
CONSUMERS ENERGY COMPANY, a Michigan corporation, for the corporation.


                                        ----------------------------------------
                                        Notary Public, Jackson County, Michigan
                                        My Commission Expires: _________, 20____

     Acknowledged before me in _________ County, Michigan, on ___________,
20____ by _________________________________, _______________________________ of
MICHIGAN ELECTRIC TRANSMISSION COMPANY, a Michigan corporation, for the
corporation.


                                        ----------------------------------------
                                        Notary Public, Jackson County, Michigan
                                        My Commission Expires: _________, 20____

Prepared by D. E. Barth
Consumers Energy Company
212 West Michigan Avenue
Jackson, Michigan 49201


                                       35
<PAGE>

                                   EXHIBIT A
                                    PREMISES

I.   FEE LANDS:

     See sheets labeled "EXHIBIT A PART I", attached hereto and made a part
     hereof. Said attached sheets labeled EXHIBIT A PART I consist of the
     following:

          2 pages for Alcona County
          99 pages for Allegan County
          1 page for Alpena County
          5 pages for Antrim County
          11 pages for Arenac County
          20 pages for Barry County
          53 pages for Bay County
          2 pages for Branch County
          39 pages for Calhoun County
          1 page for Charlevoix County
          1 page for Cheboygan County
          1 page for Clare County
          13 pages for Clinton County
          1 page for Crawford County
          21 pages for Eaton County
          2 pages for Emmet County
          103 pages for Genesee County
          2 pages for Gladwin County
          13 pages for Grand Traverse County
          15 pages for Gratiot County
          2 pages for Hillsdale County
          7 pages for Ingham County
          15 pages for Ionia County
          11 pages for Iosco County
          1 page for Isabella County
          48 pages for Jackson County
          50 pages for Kalamazoo County
          7 pages for Kalkaska County
          108 pages for Kent County
          6 pages for Lake County
          4 pages for Lenawee County
          14 pages for Livingston County
          22 pages for Manistee County
          25 pages for Mason County
          1 page for Mecosta County
          9 pages for Midland County
          1 page for Missaukee County
          18 pages for Monroe County
          18 pages for Montcalm County
          1 page for Montmorency County
          27 pages for Muskegon County
          25 pages for Newaygo County
          10 pages for Oakland County
          29 pages for Oceana County
          8 pages for Ogemaw County
          10 pages for Oscoda County
          11 pages for Otsego County
          89 pages for Ottawa County
          1 page for Presque Isle County
          2 pages for Roscommon County
          93 pages for Saginaw County
          1 page for St. Joseph County
          26 pages for Shiawassee County
          12 pages for Tuscola County
          38 pages for Van Buren County
          5 pages for Washtenaw County
          2 pages for Wexford County

     Note: Certain of said attached sheets labeled EXHIBIT A PART I contain, in
     conjunction with descriptions of particular parcels, tracts or strips of
     land, descriptions of or references to certain non-fee rights, interests or
     privileges on, across or relating to other lands adjoining or in the
     vicinity of the described parcels, tracts or strips of land; such as (but
     not limited to, if any other such non-fee rights, interests or privileges
     are actually set forth on said attached sheets) rights, interests or
     privileges for tree and brush trimming/removal, and for ingress/egress.
     Such non-fee

                         EXHIBIT A - INTRODUCTORY PAGES


                                     1 OF 4

<PAGE>

     rights, interests or privileges relating to other lands adjoining or in the
     vicinity of the described parcels, tracts or strips of land, if and where
     set forth in any of said sheets labeled EXHIBIT A PART I, are so set forth
     in EXHIBIT A PART I only because such non-fee rights, interests or
     privileges are believed, based on the manner in which they were previously
     granted, to be appurtenant to or otherwise relate to or be associated with
     the particular described parcel, tract or strip of land in conjunction with
     which they are set forth on said attached sheets; and including them in
     EXHIBIT A PART I is intended simply to provide ease of reference or
     association. Notwithstanding the inclusion of any such non-fee rights,
     interests or privileges in EXHIBIT A PART I: (A) the Premises to which such
     non-fee rights, interests or privileges apply shall be deemed covered by
     any terms and conditions in the Agreement referring or relating (in
     whatever particular language) to Premises in which Consumers' right, title
     and interest is less than a fee simple title, the same as if such non-fee
     rights, interests or privileges had been identified as easements, leases,
     permits or licenses in PART II or PART III (instead of being included in
     PART I) of this EXHIBIT A; and (B) it is not intended that the Premises to
     which such non-fee rights, interests or privileges apply be treated under
     any term or condition of the Agreement as Premises owned in fee by
     Consumers.

II.  EASEMENTS:

     See sheets labeled "EXHIBIT A PART II", attached hereto and made a part
     hereof. Said attached sheets labeled EXHIBIT A PART II consist of the
     following:

          19 pages for Alcona County
          46 pages for Allegan County
          24 pages for Alpena County
          10 pages for Antrim County
          21 pages for Arenac County
          14 pages for Barry County
          85 pages for Bay County
          23 pages for Branch County
          93 pages for Calhoun County
          5 pages for Charlevoix County
          41 pages for Cheboygan County
          1 page for Clare County
          14 pages for Clinton County
          1 page for Crawford County
          43 pages for Eaton County
          22 pages for Emmet County
          90 pages for Genesee County
          14 pages for Gladwin County
          21 pages for Grand Traverse County
          30 pages for Gratiot County
          16 pages for Hillsdale County
          33 pages for Ingham County
          22 pages for Ionia County
          22 pages for Iosco County
          9 pages for Isabella County
          66 pages for Jackson County
          56 pages for Kalamazoo County
          5 pages for Kalkaska County
          110 pages for Kent County
          7 pages for Lake County
          51 pages for Lenawee County
          15 pages for Livingston County
          32 pages for Manistee County
          18 pages for Mason County
          3 pages for Mecosta County
          38 pages for Midland County
          1 page for Missaukee County
          38 pages for Monroe County
          20 pages for Montcalm County
          9 pages for Montmorency County
          65 pages for Muskegon County
          59 pages for Newaygo County
          13 pages for Oakland County
          17 pages for Oceana County
          13 pages for Ogemaw County
          29 pages for Oscoda County
          22 pages for Otsego County
          79 pages for Ottawa County

                         EXHIBIT A - INTRODUCTORY PAGES


                                     2 OF 4

<PAGE>

          18 pages for Presque Isle County
          9 pages for Roscommon County
          108 pages for Saginaw County
          1 page for St. Joseph County
          46 pages for Shiawassee County
          33 pages for Tuscola County
          10 pages for Van Buren County
          10 pages for Washtenaw County
          20 pages for Wexford County

     Note: There may be cases where, on said attached sheets labeled EXHIBIT A
     PART II, the same easement is listed more than once. This is a result of
     such easement appearing more than once in Consumers' internal tract record
     system; and there is no intent that the associated rights granted to METC
     in the Agreement be any different than if such easement had been listed or
     combined all in a single entry in said EXHIBIT A PART II.

III. LEASES, PERMITS AND LICENSES:

     See sheets labeled "EXHIBIT A PART III", attached hereto and made a part
     hereof. Said attached sheets labeled EXHIBIT A PART III consist of the
     following:

          1 page for Alcona County
          1 page for Allegan County
          1 page for Alpena County
          1 page for Antrim County
          1 page for Arenac County
          1 page for Barry County
          1 page for Bay County
          1 page for Branch County
          1 page for Calhoun County
          1 page for Charlevoix County
          1 page for Cheboygan County
          1 page for Clare County
          1 page for Clinton County
          1 page for Crawford County
          1 page for Eaton County
          1 page for Emmet County
          1 page for Genesee County
          1 page for Gladwin County
          1 page for Grand Traverse County
          1 page for Gratiot County
          1 page for Hillsdale County
          1 page for Ingham County
          1 page for Ionia County
          1 page for Iosco County
          1 page for Isabella County
          1 page for Jackson County
          1 page for Kalamazoo County
          1 page for Kalkaska County
          1 page for Kent County
          1 page for Lake County
          1 page for Lenawee County
          1 page for Livingston County
          1 page for Manistee County
          1 page for Mason County
          1 page for Mecosta County
          1 page for Midland County
          1 page for Missaukee County
          1 page for Monroe County
          1 page for Montcalm County
          1 page for Montmorency County
          1 page for Muskegon County
          1 page for Newaygo County
          1 page for Oakland County
          1 page for Oceana County
          1 page for Ogemaw County
          1 page for Oscoda County
          1 page for Otsego County
          1 page for Ottawa County
          1 page for Presque Isle County
          1 page for Roscommon County
          3 pages for Saginaw County
          1 page for St. Joseph County
          1 page for Shiawassee County

                         EXHIBIT A - INTRODUCTORY PAGES


                                     3 OF 4

<PAGE>

          1 page for Tuscola County
          1 page for Van Buren County
          1 page for Washtenaw County
          1 page for Wexford County

In the event that either party discovers and notifies the other party of a
matter leading it to believe that an error may have been made in legal
descriptions, and/or references to other existing conveyances or other
instruments that contain more specific legal descriptions, that constitute the
aforesaid PARTS I, II and III of this EXHIBIT A, then the parties shall discuss
such matter, and if and as mutually agreed upon execute appropriate documents to
address the issue.

Nothing in this EXHIBIT A shall be deemed to affect, limit or waive any of the
provisions of Sections 1.2 ("Title Limitations") and 1.3 ("No Warranties") of
the Agreement.

                         EXHIBIT A - INTRODUCTORY PAGES


                                     4 OF 4

<PAGE>

                                    EXHIBIT B

                             [INTENTIONALLY OMITTED]

<PAGE>

                                    EXHIBIT C

     Attached to and made a part of the Amended and Restated Easement Agreement
("Agreement") dated as of ___________, 20____ between Consumers Energy Company
("Consumers") and Michigan Electric Transmission Company ("METC").

                      Prices for Sale of Certain Structures

     Prices for sale to Consumers or an Authorized User of towers, pole
structures, poles, conduits or similar transmission facilities pursuant to the
second paragraph of Section 8.4 of the Agreement will be as follows:

(a)  Wood poles/pole structures: Sale price will be the original cost of such
     pole or pole structure, as shown on METC's books at time of original
     installation, depreciated to the time of the sale utilizing a straight-line
     depreciation over a 30 year period from time of original installation to a
     value of $1.00 at the end of 30 years. If a pole/pole structure that was
     purchased in place by METC from Consumers is involved, then Consumers'
     original cost and date of installation shall be used in making such
     calculation.

(b)  Towers: If a tower from a 138 kV line is involved, the price will be a
     fixed price of One Hundred Dollars ($100.00), and if a tower from a 345 kV
     line is involved, the price will be a fixed price of One Hundred Fifty
     Dollars ($150.00), which prices the parties hereby stipulate and agree to
     represent reasonable, average, estimates of the scrap value of towers. If a
     tower from a line operated at a different voltage is involved, the parties
     will use one of the foregoing prices based on whether the tower is closest
     in size to a 138 kV line tower or a 345 kV line tower.

(c)  Conduits/other facilities: If METC would otherwise abandon same in place,
     then the price will be One Dollar ($1.00). If METC would otherwise remove
     same, then the price will be the scrap value thereof as reasonably agreed
     to by the parties.

<PAGE>

                                    EXHIBIT D

     Attached to and made a part of the Amended and Restated Easement Agreement
("Agreement") dated as of ____________, 20____ between Consumers Energy Company
("Consumers") and Michigan Electric Transmission Company ("METC").

                     Counties in Which Premises Are Located

     The Premises are located in the following counties in the State of
Michigan:

     Alcona
     Allegan
     Alpena
     Antrim
     Arenac
     Barry
     Bay
     Branch
     Calhoun
     Charlevoix
     Cheboygan
     Clare
     Clinton
     Crawford
     Eaton
     Emmet
     Genesee
     Gladwin
     Grand Traverse
     Gratiot
     Hillsdale
     Ingham
     Ionia
     Iosco
     Isabella
     Jackson
     Kalamazoo
     Kalkaska
     Kent
     Lake
     Lenawee
     Livingston
     Manistee
     Mason
     Mecosta
     Midland
     Missaukee
     Monroe
     Montcalm
     Montmorency
     Muskegon
     Newaygo
     Oakland
     Oceana
     Ogemaw
     Oscoda
     Otsego
     Ottawa
     Presque Isle
     Roscommon
     Saginaw
     St. Joseph
     Shiawassee
     Tuscola
     Van Buren
     Washtenaw
     Wexford

<PAGE>

                                    EXHIBIT E

Attached to and made a part of the Amended and Restated Easement Agreement
("Agreement") dated as of _________, 20____ between Consumers Energy Company
("Consumers") and Michigan Electric Transmission Company ("METC").

              Certain Compatible Uses Per Section 7.1 of Agreement

A.   In cases of electric Distribution and other Compatible Use facilities that
     are not attached to METC Transmission Facility structures:

     1.   Replacement of conductors with larger size conductors.

     2.   Installation of additional wires of any type on then-existing
          structures.

     3.   The addition of transformers, switches, reclosures, lightning
          arrestors, voltage regulating devices or capacitors on then-existing
          structures.

     4.   The addition of any devices including cross arms, insulators,
          transformers or other devices on then existing structures.

     5.   The addition of new structures in line with then-existing structures
          to support existing or replaced conductors.

     6.   An increase or decrease in operating voltage of any then-existing
          electric Distribution line, provided that the resulting line voltage
          does not exceed a nominal 46,000 volts.

B.   In regard to electric Distribution facilities attached to METC Transmission
     Facility structures:

     1.   The addition of wires and devices that are incidental to the total
          loading on the structure; including, but not limited to, transformers
          50 kVA and smaller, secondary voltage wires, lightning arrestors and
          switching or protective devices.

It is also expressly understood that any replacements of facilities with
facilities of substantially the same size and nature at substantially the same
location will not be deemed to require notice to or approval of METC under
Section 7.1.