Exhibit 4.1


 


ONE HUNDRED FORTY-FIFTH SUPPLEMENTAL INDENTURE


 


Providing among other things for


 


FIRST MORTGAGE BONDS,


 


$350,000,000 3.60% Series due 2032


 


$450,000,000 4.20% Series due 2052


  


Dated as of August 11, 2022


 





 



 


CONSUMERS ENERGY COMPANY


 


TO


 


THE BANK OF NEW YORK MELLON,


 


TRUSTEE


  


Counterpart
_____ of 80      


 






    


     


    

 


THIS ONE HUNDRED FORTY-FIFTH
SUPPLEMENTAL INDENTURE, dated as of August 11, 2022 (herein sometimes referred to as “this Supplemental Indenture”), made
and entered into by and between CONSUMERS ENERGY COMPANY, a corporation organized and existing under the laws of the State of Michigan,
with its principal executive office and place of business at One Energy Plaza, in Jackson, Jackson County, Michigan 49201, formerly known
as Consumers Power Company (hereinafter sometimes referred to as the “Company”), and THE BANK OF NEW YORK MELLON (formerly
known as The Bank of New York), a New York banking corporation, with its corporate trust offices at 240 Greenwich Street, New York, New
York 10286 (hereinafter sometimes referred to as the “Trustee”), as Trustee under the Indenture dated as of September 1, 1945
between Consumers Power Company, a Maine corporation (hereinafter sometimes referred to as the “Maine corporation”), and City
Bank Farmers Trust Company (Citibank, N.A., successor, hereinafter sometimes referred to as the “Predecessor Trustee”), securing
bonds issued and to be issued as provided therein (hereinafter sometimes referred to as the “Indenture”),


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


WHEREAS, effective November
13, 2004, the name of JPMorgan Chase Bank was changed to JPMorgan Chase Bank, N.A.; and


 


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


 


WHEREAS, effective July 1, 2008,
the name of The Bank of New York was changed to The Bank of New York Mellon; and


 






    1


     


    

 


WHEREAS, the Indenture was executed
and delivered for the purpose of securing such bonds as may from time to time be issued under and in accordance with the terms of the
Indenture, the aggregate principal amount of bonds to be secured thereby being limited to $14,000,000,000 at any one time outstanding
(except as provided in Section 2.01 of the Indenture), and the Indenture describes and sets forth the property conveyed thereby and is
filed in the Office of the Secretary of State of the State of Michigan and is of record in the Office of the Register of Deeds of each
county in the State of Michigan in which this Supplemental Indenture is to be recorded; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


WHEREAS, the Indenture provides
for the issuance of bonds thereunder in one or more series, and the Company, by appropriate corporate action in conformity with the terms
of the Indenture, has duly determined to create, and does hereby create, a new series of bonds under the Indenture designated 3.60% Series
due 2032, which bonds shall also bear the descriptive title “First Mortgage Bonds” (hereinafter provided for and hereinafter
sometimes referred to as the “2032 Bonds”), the bonds of which series are to be issued as registered bonds without coupons
and are to bear interest at the rate per annum specified in the title thereof and are to mature on August 15, 2032; and


 






    2


     


    

 


WHEREAS, the Indenture provides
for the issuance of bonds thereunder in one or more series, and the Company, by appropriate corporate action in conformity with the terms
of the Indenture, has duly determined to create, and does hereby create, a new series of bonds under the Indenture designated 4.20% Series
due 2052, which bonds shall also bear the descriptive title “First Mortgage Bonds” (hereinafter provided for and hereinafter
sometimes referred to as the “2052 Bonds”), the bonds of which series are to be issued as registered bonds without coupons
and are to bear interest at the rate per annum specified in the title thereof and are to mature on September 1, 2052; and


 


WHEREAS, the Company and J.P.
Morgan Securities LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, and U.S. Bancorp Investments, Inc., as representatives
of the several underwriters named therein (the “Underwriters”), have entered into an Underwriting Agreement dated August 1,
2022, pursuant to which the Company agreed to sell and the Underwriters agreed to buy $350,000,000 in aggregate principal amount of 2032
Bonds and $450,000,000 in aggregate principal amount of 2052 Bonds (such 2032 Bonds and 2052 Bonds, collectively the “Bonds”);
and


 


WHEREAS, the registered bonds
without coupons of the 2032 Bonds and the Trustee’s Authentication Certificate thereon, and the registered bonds without coupons
of the 2052 Bonds and the Trustee’s Authentication Certificate thereon, are to be substantially in the following forms, respectively,
to wit:


 


{FORM OF REGISTERED BOND OF THE 2032 BONDS}


 


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


 






    3


     


    

 


CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND


3.60% SERIES DUE 2032


 


	CUSIP: 210518 DP8	$




ISIN: US210518DP81


 


No.:


 


CONSUMERS ENERGY COMPANY, a
Michigan corporation (hereinafter called the “Company”), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum                              of Dollars ($                                                                        ) on August 15, 2032 (the “2032 Stated Maturity”), and to pay to the registered
holder hereof interest on said sum from and including the latest semi-annual interest payment date to which interest has been paid or
duly made available for payment on the bonds of this series preceding the date hereof, unless the date hereof be an interest payment date
to which interest is being paid, in which case from and including the date hereof, or unless the date hereof is prior to February 15,
2023 in which case from and including August 11, 2022 (or if this bond is dated between the record date for any interest payment date
and such interest payment date, then from and including such interest payment date, provided, however, that if the Company shall default
in payment of the interest due on such interest payment date, then from and including the next preceding semi-annual interest payment
date to which interest has been paid or duly made available for payment on the bonds of this series, or if such interest payment date
is February 15, 2023, from and including August 11, 2022), in each case to but excluding the next succeeding interest payment date or
the date of maturity, as the case may be, at the rate per annum, until the principal hereof is paid or duly made available for payment,
specified in the title of this bond, payable on February 15 and August 15 in each year. The provisions of this bond are continued below
and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.


 


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


 






    4


     


    

 


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


  


	 	CONSUMERS ENERGY COMPANY
	 	 
	Dated:	
	 	By:	 
	 	Printed:	 
	 	Title:	




 


	Attest:	 	 	 




 


TRUSTEE’S AUTHENTICATION
CERTIFICATE


 


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


 


	 	THE BANK OF NEW YORK MELLON,
	 	Trustee
	 	 
	 	By:	 
	 	 	Authorized Officer



 


CONSUMERS ENERGY COMPANY





 


FIRST MORTGAGE BOND


 


3.60% SERIES DUE 2032


 


The interest payable on any
February 15 or August 15 will, subject to certain exceptions provided in the Indenture hereinafter mentioned, be paid to the person in
whose name this bond is registered at 5:00 p.m., New York City time, on the record date, which shall be the February 1 or August 1 (whether
or not such February 1 or August 1 shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, The City
of New York, are authorized to close) preceding the relevant interest payment date, except that interest payable at the 2032 Stated Maturity
shall be paid to the person to whom the principal amount is paid. The initial interest payment date will be February 15, 2023. The principal
of and the premium, if any, and interest on this bond shall be payable at the office or agency of the Company in the Borough of Manhattan,
The City of New York, designated for that purpose, in any coin or currency of the United States of America which at the time of payment
is legal tender for public and private debts.


 






    5


     


    

 


This bond is one of the bonds
of a series designated as First Mortgage Bonds, 3.60% Series due 2032 (sometimes herein referred to as the “2032 Bonds” or
the “Bonds”) issued under and in accordance with and secured by an indenture dated as of September 1, 1945, given by the Company
(or its predecessor, Consumers Power Company, a Maine corporation) to City Bank Farmers Trust Company (The Bank of New York Mellon, successor)
(hereinafter sometimes referred to as the “Trustee”), together with indentures supplemental thereto, heretofore or hereafter
executed, to which indenture and indentures supplemental thereto (hereinafter referred to collectively as the “Indenture”)
reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security and the rights,
duties and immunities thereunder of the Trustee and the rights of the holders of said bonds and of the Trustee and of the Company in respect
of such security, and the limitations on such rights. By the terms of the Indenture, the bonds to be secured thereby are issuable in series
which may vary as to date, amount, date of maturity, rate of interest and in other respects as provided in the Indenture.


 


Prior to February 15, 2032 (the
 “2032 Par Call Date”), the Company may redeem the 2032 Bonds at its option, in whole or in part, at any time and from time
to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater
of:


 


(1) (a) the sum of the present
values of the remaining scheduled payments of principal and interest on the 2032 Bonds to be redeemed discounted to the redemption date
(assuming the 2032 Bonds to be redeemed matured on the 2032 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate (as defined below), plus 15 basis points, less (b) interest accrued to the redemption date;
and


 


(2) 100% of the principal
amount of the 2032 Bonds to be redeemed,


 


plus, in either case, accrued and unpaid interest,
if any, thereon to, but not including, the redemption date.


 


On or after the 2032 Par
Call Date, the Company may redeem the 2032 Bonds at its option, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the 2032 Bonds to be redeemed, plus accrued and unpaid interest, if any, thereon to, but
not including, the redemption date.


 


“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.


 


The Treasury Rate shall be
determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted
daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon
the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published
by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any
successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury
constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall
select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date
to the 2032 Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly
equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately
shorter than the Remaining Life and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the
Remaining Life—and shall interpolate to the 2032 Par Call Date on a straight-line basis (using the actual number of days)
using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15
shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining
Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a
maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption
date.


 






    6


     


    

 


If on the third Business Day
preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the
Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on
the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is
closest to, the 2032 Par Call Date, as applicable. If there is no United States Treasury security maturing on the 2032 Par Call Date but
there are two or more United States Treasury securities with a maturity date equally distant from the 2032 Par Call Date, one with a maturity
date preceding the 2032 Par Call Date and one with a maturity date following the 2032 Par Call Date, the Company shall select the United
States Treasury security with a maturity date preceding the 2032 Par Call Date. If there are two or more United States Treasury securities
maturing on the 2032 Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the
Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City
time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable
United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount)
at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.


 


The Company’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.


 


“Business Day” means
any day, other than a Saturday or Sunday, on which banks generally are open in New York, New York for the conduct of substantially all
of their commercial lending activities and on which interbank wire transfers can be made on the Fedwire system.


 


Notice of any redemption will
be mailed or electronically delivered (or otherwise transmitted in accordance with The Depository Trust Company’s procedures) at
least 10 days but not more than 60 days before the redemption date to the Trustee and each holder of 2032 Bonds to be redeemed.


 






    7


     


    

 


If less than all of the
2032 Bonds are to be redeemed and (i) the 2032 Bonds are in global form, the interests in the 2032 Bonds to be redeemed shall be
selected for redemption by The Depository Trust Company in accordance with The Depository Trust Company’s standard procedures
therefor, or (ii) the 2032 Bonds are in definitive form, the 2032 Bonds to be redeemed shall be selected by lot. No 2032 Bonds of a
principal amount of $2,000 or less will be redeemed in part. If any 2032 Bond is to be redeemed in part only, the notice of
redemption that relates to the 2032 Bond will state the portion of the principal amount of the 2032 Bond to be redeemed. A new 2032
Bond in a principal amount equal to the unredeemed portion of the 2032 Bond will be issued in the name of the holder of the 2032
Bond upon surrender for cancellation of the original 2032 Bond. For so long as the 2032 Bonds are held by The Depository Trust
Company (or another depositary), the redemption of the 2032 Bonds shall be done in accordance with the policies and procedures of
The Depository Trust Company.


 


Unless the Company defaults
in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the 2032 Bonds or portions thereof
called for redemption.


 


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


 


In case of certain defaults
as specified in the Indenture, the principal of this bond may be declared or may become due and payable on the conditions, at the time,
in the manner and with the effect provided in the Indenture. The holders of certain specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of particular series, may in certain cases, to the extent and as provided in
the Indenture, waive certain defaults thereunder and the consequences of such defaults.


 


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


 


The Company reserves the
right, without any consent, vote or other action by holders of the 2032 Bonds or any other series created after the Sixty-eighth
Supplemental Indenture, to amend the Indenture to reduce the percentage of the principal amount of bonds the holders of which are
required to approve any supplemental indenture (other than any supplemental indenture which is subject to the proviso contained in
the immediately preceding sentence) (a) from not less than seventy-five per centum (including sixty per centum of each series
affected) to not less than a majority in principal amount of the bonds at the time outstanding or (b) in case fewer than all series
are affected, not less than a majority in principal amount of the bonds of all affected series, voting together.


 






    8


     


    

 


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


 


{END OF FORM OF REGISTERED BOND OF THE 2032 BONDS}


 





 



 


{FORM OF REGISTERED BOND OF THE 2052 BONDS}


 


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


 






    9


     


    

 


CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND


4.20% SERIES DUE 2052


 


	CUSIP: 210518 DQ6 	$




ISIN: US210518DQ64


 


No.:


 


CONSUMERS ENERGY COMPANY, a
Michigan corporation (hereinafter called the “Company”), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of                                 Dollars ($                                                                        ) on September 1, 2052 (the “2052 Stated Maturity”), and to pay to the
registered holder hereof interest on said sum from and including the latest semi-annual interest payment date to which interest has been
paid or duly made available for payment on the bonds of this series preceding the date hereof, unless the date hereof be an interest payment
date to which interest is being paid, in which case from and including the date hereof, or unless the date hereof is prior to March 1,
2023 in which case from and including August 11, 2022 (or if this bond is dated between the record date for any interest payment date
and such interest payment date, then from and including such interest payment date, provided, however, that if the Company shall default
in payment of the interest due on such interest payment date, then from and including the next preceding semi-annual interest payment
date to which interest has been paid or duly made available for payment on the bonds of this series, or if such interest payment date
is March 1, 2023, from and including August 11, 2022), in each case to but excluding the next succeeding interest payment date or the
date of maturity, as the case may be, at the rate per annum, until the principal hereof is paid or duly made available for payment, specified
in the title of this bond, payable on March 1 and September 1 in each year. The provisions of this bond are continued below and such continued
provisions shall for all purposes have the same effect as though fully set forth at this place.


 


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


 


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


 





	 	CONSUMERS ENERGY COMPANY
	 	 
	Dated:	
	 	By:	 
	 	Printed:	 
	 	Title:	





 


	Attest:	 	 	 




 






    10


     


    

 


TRUSTEE’S AUTHENTICATION
CERTIFICATE


 


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


 


	 	THE BANK OF NEW YORK MELLON, 

Trustee
	 	 
	 	By:	 
	 	 	Authorized Officer




 


CONSUMERS ENERGY COMPANY


 


FIRST MORTGAGE BOND


 


4.20% SERIES DUE 2052


 


The interest payable on any
March 1 or September 1 will, subject to certain exceptions provided in the Indenture hereinafter mentioned, be paid to the person in whose
name this bond is registered at 5:00 p.m., New York City time, on the record date, which shall be the February 15 or August 15 (whether
or not such February 15 or August 15 shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, The
City of New York, are authorized to close) preceding the relevant interest payment date, except that interest payable at the 2052 Stated
Maturity shall be paid to the person to whom the principal amount is paid. The initial interest payment date will be March 1, 2023. The
principal of and the premium, if any, and interest on this bond shall be payable at the office or agency of the Company in the Borough
of Manhattan, The City of New York, designated for that purpose, in any coin or currency of the United States of America which at the
time of payment is legal tender for public and private debts.


 


This bond is one of the bonds
of a series designated as First Mortgage Bonds, 4.20% Series due 2052 (sometimes herein referred to as the “2052 Bonds” or
the “Bonds”) issued under and in accordance with and secured by an indenture dated as of September 1, 1945, given by the Company
(or its predecessor, Consumers Power Company, a Maine corporation) to City Bank Farmers Trust Company (The Bank of New York Mellon, successor)
(hereinafter sometimes referred to as the “Trustee”), together with indentures supplemental thereto, heretofore or hereafter
executed, to which indenture and indentures supplemental thereto (hereinafter referred to collectively as the “Indenture”)
reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security and the rights,
duties and immunities thereunder of the Trustee and the rights of the holders of said bonds and of the Trustee and of the Company in respect
of such security, and the limitations on such rights. By the terms of the Indenture, the bonds to be secured thereby are issuable in series
which may vary as to date, amount, date of maturity, rate of interest and in other respects as provided in the Indenture.


  






    11


     


    

 


Prior to March 1, 2052
(the “2052 Par Call Date”), the Company may redeem the 2052 Bonds at its option, in whole or in part, at any time and
from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal
to the greater of:


 


(1) (a) the sum of the present
values of the remaining scheduled payments of principal and interest on the 2052 Bonds to be redeemed discounted to the redemption date
(assuming the 2052 Bonds to be redeemed matured on the 2052 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate (as defined below), plus 20 basis points, less (b) interest accrued to the redemption date;
and


 


(2) 100% of the principal
amount of the 2052 Bonds to be redeemed,


 


plus, in either case, accrued and unpaid interest,
if any, thereon to, but not including, the redemption date.


 


On or after the 2052 Par
Call Date, the Company may redeem the 2052 Bonds at its option, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the 2052 Bonds to be redeemed, plus accrued and unpaid interest, if any, thereon to, but
not including, the redemption date.


 


“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.


 


The Treasury Rate shall be determined
by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the
Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields
for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors
of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication)
(“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any
successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury
constant maturity on H.15 exactly equal to the period from the redemption date to the 2052 Par Call Date (the “Remaining Life”);
or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than the Remaining Life and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the 2052 Par Call Date on a straight-line basis
(using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15
closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from
the redemption date.


 






    12


     


    

 


If on the third Business
Day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall
calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New
York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or
with a maturity that is closest to, the 2052 Par Call Date, as applicable. If there is no United States Treasury security maturing
on the 2052 Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the
2052 Par Call Date, one with a maturity date preceding the 2052 Par Call Date and one with a maturity date following the 2052 Par
Call Date, the Company shall select the United States Treasury security with a maturity date preceding the 2052 Par Call Date. If
there are two or more United States Treasury securities maturing on the 2052 Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States
Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked
prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance
with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based
upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of
such United States Treasury security, and rounded to three decimal places.


 


The Company’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.


 


“Business Day” means
any day, other than a Saturday or Sunday, on which banks generally are open in New York, New York for the conduct of substantially all
of their commercial lending activities and on which interbank wire transfers can be made on the Fedwire system.


 


Notice of any redemption will
be mailed or electronically delivered (or otherwise transmitted in accordance with The Depository Trust Company’s procedures) at
least 10 days but not more than 60 days before the redemption date to the Trustee and each holder of 2052 Bonds to be redeemed.


 


If less than all of the 2052
Bonds are to be redeemed and (i) the 2052 Bonds are in global form, the interests in the 2052 Bonds to be redeemed shall be selected for
redemption by The Depository Trust Company in accordance with The Depository Trust Company’s standard procedures therefor, or (ii)
the 2052 Bonds are in definitive form, the 2052 Bonds to be redeemed shall be selected by lot. No 2052 Bonds of a principal amount of
$2,000 or less will be redeemed in part. If any 2052 Bond is to be redeemed in part only, the notice of redemption that relates to the
2052 Bond will state the portion of the principal amount of the 2052 Bond to be redeemed. A new 2052 Bond in a principal amount equal
to the unredeemed portion of the 2052 Bond will be issued in the name of the holder of the 2052 Bond upon surrender for cancellation of
the original 2052 Bond. For so long as the 2052 Bonds are held by The Depository Trust Company (or another depositary), the redemption
of the 2052 Bonds shall be done in accordance with the policies and procedures of The Depository Trust Company.


 


Unless the Company defaults
in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the 2052 Bonds or portions thereof
called for redemption.


 






    13


     


    

  


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


 


In case of certain defaults
as specified in the Indenture, the principal of this bond may be declared or may become due and payable on the conditions, at the time,
in the manner and with the effect provided in the Indenture. The holders of certain specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of particular series, may in certain cases, to the extent and as provided in
the Indenture, waive certain defaults thereunder and the consequences of such defaults.


 


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


 


The Company reserves the right,
without any consent, vote or other action by holders of the 2052 Bonds or any other series created after the Sixty-eighth Supplemental
Indenture, to amend the Indenture to reduce the percentage of the principal amount of bonds the holders of which are required to approve
any supplemental indenture (other than any supplemental indenture which is subject to the proviso contained in the immediately preceding
sentence) (a) from not less than seventy-five per centum (including sixty per centum of each series affected) to not less than a majority
in principal amount of the bonds at the time outstanding or (b) in case fewer than all series are affected, not less than a majority in
principal amount of the bonds of all affected series, voting together.


 


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


 


{END OF FORM OF REGISTERED BOND OF THE 2052 BONDS}


 






    14


     


    

 


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


 


NOW, THEREFORE, in consideration
of the premises, of the acceptance and purchase by the holders thereof of the bonds issued and to be issued under the Indenture, as supplemented
and amended as above set forth, duly paid by the Trustee to the Company, and of other good and valuable considerations, the receipt whereof
is hereby acknowledged, and for the purpose of securing the due and punctual payment of the principal of and premium, if any, and interest
on all bonds now outstanding under the Indenture and the $350,000,000 principal amount of the 2032 Bonds and the $450,000,000 principal
amount of the 2052 Bonds, and all other bonds which shall be issued under the Indenture, as supplemented and amended from time to time,
and for the purpose of securing the faithful performance and observance of all covenants and conditions therein, and in any indenture
supplemental thereto, set forth, the Company has given, granted, bargained, sold, released, transferred, assigned, hypothecated, pledged,
mortgaged, confirmed, set over, warranted, alienated and conveyed and by these presents does give, grant, bargain, sell, release, transfer,
assign, hypothecate, pledge, mortgage, confirm, set over, warrant, alienate and convey unto The Bank of New York Mellon, as Trustee, as
provided in the Indenture, and its successor or successors in the trust thereby and hereby created and to its or their assigns forever,
all the right, title and interest of the Company in and to all the property, described in Section 13 hereof, together (subject to the
provisions of Article X of the Indenture) with the tolls, rents, revenues, issues, earnings, income, products and profits thereof, excepting,
however, the property, interests and rights specifically excepted from the lien of the Indenture as set forth in the Indenture;


 


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


 


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


 


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


 






    15


     


    

 


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


 


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


 


SECTION 1. There is hereby created
one series of bonds (the “2032 Bonds”) designated as hereinabove provided, which shall also bear the descriptive title “First
Mortgage Bond”, and the form thereof shall be substantially as hereinbefore set forth. The 2032 Bonds shall be issued in the aggregate
principal amount of $350,000,000, shall mature on August 15, 2032 and shall be issued only as registered bonds without coupons in denominations
of $2,000 and any integral multiple of $1,000 in excess thereof. The serial numbers of the 2032 Bonds shall be such as may be approved
by any officer of the Company, the execution thereof by any such officer either manually or by facsimile signature to be conclusive evidence
of such approval. The 2032 Bonds shall bear interest at the rate per annum, until the principal thereof is paid or duly made available
for payment, specified in the title thereto, payable semi-annually in arrears on February 15 and August 15 in each year, commencing February
15, 2023. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal of and
the premium, if any, and the interest on said bonds shall be payable in any coin or currency of the United States of America which at
the time of payment is legal tender for public and private debts, at the office or agency of the Company in the City of New York, designated
for that purpose. Additional 2032 Bonds, without limitation as to amount (except as provided in the Indenture), and without the consent
of the holders of the then outstanding 2032 Bonds, but with the same terms as such outstanding 2032 Bonds (except the issue price and
the issue date and, if applicable, the initial interest accrual date and the initial interest payment date), may be authenticated and
delivered in the manner provided in the Indenture, and any such additional 2032 Bonds would constitute a single series with such outstanding
2032 Bonds.


 






    16


     


    

  



 


SECTION 2. There is hereby created
one series of bonds (the “2052 Bonds”) designated as hereinabove provided, which shall also bear the descriptive title “First
Mortgage Bond”, and the form thereof shall be substantially as hereinbefore set forth. The 2052 Bonds shall be issued in the aggregate
principal amount of $450,000,000, shall mature on September 1, 2052 and shall be issued only as registered bonds without coupons in denominations
of $2,000 and any integral multiple of $1,000 in excess thereof. The serial numbers of the 2052 Bonds shall be such as may be approved
by any officer of the Company, the execution thereof by any such officer either manually or by facsimile signature to be conclusive evidence
of such approval. The 2052 Bonds shall bear interest at the rate per annum, until the principal thereof is paid or duly made available
for payment, specified in the title thereto, payable semi-annually in arrears on March 1 and September 1 in each year, commencing March
1, 2023. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal of and
the premium, if any, and the interest on said bonds shall be payable in any coin or currency of the United States of America which at
the time of payment is legal tender for public and private debts, at the office or agency of the Company in the City of New York, designated
for that purpose. Additional 2052 Bonds, without limitation as to amount (except as provided in the Indenture), and without the consent
of the holders of the then outstanding 2052 Bonds, but with the same terms as such outstanding 2052 Bonds (except the issue price and
the issue date and, if applicable, the initial interest accrual date and the initial interest payment date), may be authenticated and
delivered in the manner provided in the Indenture, and any such additional 2052 Bonds would constitute a single series with such outstanding
2052 Bonds.


 


SECTION 3.


 


SECTION 3.01. Forms of Bonds.


 


The 2032 Bonds and the 2052
Bonds shall each be issued initially in the form of one or more permanent global bonds in definitive, fully registered form without interest
coupons with the global securities legend appearing in the form of 2032 Bond and in the form of 2052 Bond hereinbefore set forth endorsed
thereon (each, a “Global Bond”), which shall be deposited on behalf of the respective purchasers of each of the Bonds represented
thereby with the Trustee, at its corporate trust office, as securities custodian (or with such other securities custodian as the Depository
(as defined below) may direct), and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Bonds may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. The
depository for the Global Bonds shall be The Depository Trust Company, a New York corporation, or its duly appointed successor (the “Depository”).
This Section 3.01 shall apply only to a Global Bond deposited with or on behalf of the Depository.


 


The Company shall execute and
the Trustee shall, in the case of each of the 2032 Bonds and the 2052 Bonds in accordance with this Section 3.01, authenticate and deliver
initially one or more Global Bonds for the 2032 Bonds and for the 2052 Bonds, each of which (a) shall be registered in the name of the
Depository or the nominee of the Depository and (b) shall be delivered by the Trustee to the Depository or pursuant to the Depository’s
instructions or held by the Trustee as securities custodian.


 






    17


     


    

 





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


 


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


 


SECTION 3.02. Transfer and Exchange.


 


(a)              
Transfer and Exchange of Global Bonds.


 


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


 


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


 


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


 


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


 


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


 


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


 






    18


     


    

 


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


 


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


 


(d)              
No Obligation of Trustee.


 


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


 


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


 


SECTION 3.03. Certificated Bonds.


 


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


 






    19


     


    

 


(b)              
Any Global Bond that is transferable to the beneficial owners thereof pursuant to this Section 3.03 shall be surrendered by the
Depository to the Trustee at its corporate trust office to be so transferred, in whole or from time to time in part, without charge, and
the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Bond, an equal aggregate principal amount
of certificated Bonds of authorized denominations and of the same series. Any portion of a Global Bond transferred pursuant to this Section
3.03 shall be executed, authenticated and delivered only in denominations of $2,000 principal amount and any integral multiple of $1,000
in excess thereof and registered in such names as the Depository shall direct.


 


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


 


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


 


SECTION 4. Prior to February
15, 2032, in the case of the 2032 Bonds (the “2032 Bonds Par Call Date”), and March 1, 2052, in the case of the 2052 Bonds
(the “2052 Bonds Par Call Date” and, together with the 2032 Bonds Par Call Date, the “Par Call Dates”, and each,
a “Par Call Date”), the Company may redeem the Bonds of each series at its option, in whole or in part, at any time and from
time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater
of:


 


(1) (a) the sum of the
present values of the remaining scheduled payments of principal and interest on the Bonds of such series to be redeemed discounted
to the redemption date (assuming the Bonds of such series to be redeemed matured on the applicable Par Call Date) on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 15 basis points in
the case of any redemption of the 2032 Bonds and 20 basis points in the case of any redemption of the 2052 Bonds, less (b) interest
accrued to the redemption date; and


 






    20


     


    

 


 (2) 100% of the principal
amount of the Bonds of such series to be redeemed, plus, in either case, accrued and unpaid interest, if any, thereon to, but not including,
the redemption date.


 


On or after the applicable Par
Call Date, the Company may redeem the Bonds of each series at its option, in whole or in part, at any time and from time to time, at a
redemption price equal to 100% of the principal amount of the Bonds of such series to be redeemed, plus accrued and unpaid interest, if
any, thereon to, but not including, the redemption date.


 


“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.


 


The Treasury Rate shall be determined
by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the
Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields
for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors
of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication)
(“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any
successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury
constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the “Remaining Life”);
or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than the Remaining Life and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the applicable Par Call Date on a straight-line
basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such
Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the redemption date.


 


If on the third Business
Day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall
calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New
York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or
with a maturity that is closest to, the applicable Par Call Date, as applicable. If there is no United States Treasury security
maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally
distant from such Par Call Date, one with a maturity date preceding such Par Call Date and one with a maturity date following such
Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding such Par Call Date. If
there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States
Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United
States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and
asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in
accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security
shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York
City time, of such United States Treasury security, and rounded to three decimal places.


 






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The Company’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.


 


Notice of any redemption will
be mailed or electronically delivered (or otherwise transmitted in accordance with The Depository Trust Company’s procedures) at
least 10 days but not more than 60 days before the redemption date to the Trustee and each holder of Bonds of such series to be redeemed.


 


If less than all of the Bonds
of a series are to be redeemed and (i) the Bonds of such series are in global form, the interests in the Bonds of such series to be redeemed
shall be selected for redemption by The Depository Trust Company in accordance with The Depository Trust Company’s standard procedures
therefor, or (ii) the Bonds of such series are in definitive form, the Bonds of such series to be redeemed shall be selected by lot. No
Bonds of a principal amount of $2,000 or less will be redeemed in part. If any Bond is to be redeemed in part only, the notice of redemption
that relates to the Bond will state the portion of the principal amount of the Bond to be redeemed. A new Bond in a principal amount equal
to the unredeemed portion of the Bond will be issued in the name of the holder of the Bond upon surrender for cancellation of the original
Bond. For so long as the Bonds are held by The Depository Trust Company (or another depositary), the redemption of the Bonds shall be
done in accordance with the policies and procedures of The Depository Trust Company.


 


Unless the Company defaults
in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the series of Bonds or portions
thereof called for redemption.


 


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


 


SECTION 5. The Bonds are not
redeemable by the operation of the maintenance and replacement provisions of the Indenture or with the proceeds of released property or
in any other manner except as set forth in Section 4 hereof.


 






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


 





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


 


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


 


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


 






    23


     


    

 





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


 


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


 


SECTION 7. The Company hereby
appoints the Trustee as paying agent, registrar and transfer agent for the Bonds.


 


SECTION 8. As supplemented and
amended as above set forth, the Indenture is in all respects ratified and confirmed, and the Indenture and all indentures supplemental
thereto shall be read, taken and construed as one and the same instrument.


 


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


 






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The Trustee shall have the
right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this
Supplemental Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an
incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and
containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a
person is to be added or deleted from the listing.  If the Company elects to give the Trustee Instructions using Electronic
Means and the Trustee in its reasonable discretion elects to act upon such Instructions, the Trustee’s understanding of such
Instructions shall be deemed controlling in the absence of negligence or willful misconduct.  The Company understands and
agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall
conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate
provided to the Trustee have been sent by such Authorized Officer.  The Company shall be responsible for ensuring that only
Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely
responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication
keys upon receipt by the Company.  In the absence of negligence or willful misconduct, the Trustee shall not be liable for any
losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such
Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.  The Company
agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without
limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties;
(ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the
Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii)
that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a
commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee
immediately upon learning of any compromise or unauthorized use of the security procedures.


 


"Electronic Means"
shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable
authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee
as available for use in connection with its services hereunder.


 


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


 


SECTION 11. If any interest
payment date or redemption date for the Bonds or the 2032 Stated Maturity or the 2052 Stated Maturity falls on a day that is not a Business
Day, the interest or principal payment will be made on the next succeeding Business Day (and without any interest or other payment in
respect of any such delay). In the event the date of any notice required or permitted hereunder shall not be a Business Day, then (notwithstanding
any other provision of the Indenture or of any supplemental indenture thereto) such notice need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on the date fixed for such notice. “Business Day”
means, with respect to Section 4 and this Section 11, any day, other than a Saturday or Sunday, on which banks generally are open in New
York, New York for the conduct of substantially all of their commercial lending activities and on which interbank wire transfers can be
made on the Fedwire system.


 


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


 






    25


     


    

 


SECTION 13. Detailed Description of Property
Mortgaged:


 


I.


 


ELECTRIC GENERATING
PLANTS AND DAMS


 


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


 


II.



ELECTRIC TRANSMISSION LINES


 


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


 


III.



ELECTRIC DISTRIBUTION SYSTEMS


 


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


 






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IV.



ELECTRIC SUBSTATIONS, SWITCHING STATIONS AND SITES


 


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


 


V.



GAS COMPRESSOR STATIONS, GAS PROCESSING PLANTS,

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


 


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


 


VI.



GAS STORAGE FIELDS


 


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


 






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VII.



GAS TRANSMISSION LINES


 


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


 


VIII.



GAS DISTRIBUTION SYSTEMS


 


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


 


IX.



OFFICE BUILDINGS, SERVICE BUILDINGS, GARAGES, ETC.


 


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


 






    28


     


    

 





X.



TELEPHONE PROPERTIES AND

RADIO COMMUNICATION EQUIPMENT


 


All telephone lines, switchboards,
systems and equipment of the Company, constructed or otherwise acquired by it and not heretofore described in the Indenture or any supplement
thereto and not heretofore released from the lien of the Indenture, used or available for use in the operation of its properties, and
all other property, real or personal, forming a part of or appertaining to or used, occupied or enjoyed in connection with such telephone
properties or any of them or adjacent thereto; together with all real estate, rights of way, easements, permits, privileges, franchises,
property, devices or rights related to the dispatch, transmission, reception or reproduction of messages, communications, intelligence,
signals, light, vision or sound by electricity, wire or otherwise, including all telephone equipment installed in buildings used as general
and regional offices, substations and generating stations and all telephone lines erected on towers and poles; and all radio communication
equipment of the Company, together with all property, real or personal (except any in the Indenture expressly excepted), fixed stations,
towers, auxiliary radio buildings and equipment, and all appurtenances used in connection therewith, wherever located, in the State of
Michigan.


 


XI.



OTHER REAL PROPERTY


 


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


 


ALCONA COUNTY


 


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


 


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


 






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ALLEGAN COUNTY


 


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


 


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


 


ALPENA COUNTY


 


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


 


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


 


ANTRIM COUNTY


 


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


 


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


 


ARENAC COUNTY


 


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


 


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


 






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BARRY COUNTY


 


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


 


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


 


BAY COUNTY


 


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


 


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


 


BENZIE COUNTY


 


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


 


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


 


BRANCH COUNTY


 


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


 


A parcel of land in the
NE 1/4 of Section 23 T5S, R6W, described as beginning at a point on the North and South quarter line of said section at a point 1278.27
feet distant South of the North quarter post of said section, said distance being measured along the North and South quarter line of said
section, running thence S89 degrees21’E 250 feet, thence North along a line parallel with the said North and South quarter line
of said section 200 feet, thence N89 degrees 21’W 250 feet to the North and South quarter line of said section, thence South along
said North and South quarter line of said section 200 feet to the place of beginning.


 






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CALHOUN COUNTY


 


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


 


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


 


CASS COUNTY


 


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


 


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


 


CHARLEVOIX COUNTY


 


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


 


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


 


CHEBOYGAN COUNTY


 


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


 


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


 









    32


     


    

 


CLARE COUNTY


 


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


 


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


 


CLINTON COUNTY


 


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


 


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


 


CRAWFORD COUNTY


 


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


 


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


 


EATON COUNTY


 


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


 


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


 


EMMET COUNTY


 


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


 


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


 






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GENESEE COUNTY


 


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


 





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


 


Beginning at a point of
the West line of Duffield Road, 100 feet wide, (as now established) distant 829.46 feet measured N01 degrees 42’56”W and 50
feet measured S88 degrees 14’04”W from the South quarter corner, Section 8, T5N, R5E; thence S88 degrees 14’04”W
a distance of 550 feet; thence N01 degrees 42’56”W a distance of 500 feet to a point on the North line of the South half of
the Southwest quarter of said Section 8; thence N88 degrees 14’04”E along the North line of South half of the Southwest quarter
of said Section 8 a distance 550 feet to a point on the West line of Duffield Road, 100 feet wide (as now established); thence S01
degrees 42’56”E along the West line of said Duffield Road a distance of 500 feet to the point of beginning.


 


GLADWIN COUNTY


 


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


 


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


 


GRAND TRAVERSE COUNTY


 


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


 


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


 


GRATIOT COUNTY


 


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


 


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


 


HILLSDALE COUNTY


 


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


 





Lot 238 of Assessors Plat
of the Village of Litchfield.


 






    34


     


    

 


HURON COUNTY


 


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


 


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


 


INGHAM COUNTY


 


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


 


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


 


IONIA COUNTY


 


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


 


A strip of land 280 feet
wide across that part of the SW 1/4 of the NE 1/4 of Section 15, T5N, R6W, described as follows:


 


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


 






    35


     


    

 





IOSCO COUNTY


 


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


 


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


 


ISABELLA COUNTY


 


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


 


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


 


JACKSON COUNTY


 


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


 


A parcel of land in the
North fractional part of the N fractional 1/2 of Section 2, T1S, R2E, described as follows: To find the place of beginning of this description
commence at the E 1/4 post of said section; run thence N 01 degrees 03’ 40” E along the East line of said section 1335.45
feet to the North 1/8 line of said section and the place of beginning of this description; thence N 89 degrees 32’ 00” W,
2677.7 feet to the North and South 1/4 line of said section; thence S 00 degrees 59’ 25” W along the North and South 1/4 line
of said section 22.38 feet to the North 1/8 line of said section; thence S 89 degrees 59’ 10” W along the North 1/8 line of
said section 2339.4 feet to the center line of State Trunkline Highway M-52; thence N 53 degrees 46’ 00” W along the center
line of said State Trunkline Highway 414.22 feet to the West line of said section; thence N 00 degrees 55’ 10” E along the
West line of said section 74.35 feet; thence S 89 degrees 32’ 00” E, 5356.02 feet to the East line of said section; thence
S 01 degrees 03’ 40” W along the East line of said section 250 feet to the place of beginning.


 


KALAMAZOO COUNTY


 


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


 


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


 






    36


     


    

 



 


KALKASKA COUNTY


 


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


 


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


 


KENT COUNTY


 


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


 


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


 


LAKE COUNTY


 


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


 


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


 






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LAPEER COUNTY


 


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


 


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


 


LEELANAU COUNTY


 


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


 


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


 


LENAWEE COUNTY


 


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


 


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


 


LIVINGSTON COUNTY


 


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


 


Parcel
1


 


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


 


Parcel
2


 


A parcel
of land in the NW 1/4 of Section 31, T4N, R4E, described as follows: To find the place of beginning of this description commence at the
N 1/4 post of said section; run thence N 89 degrees 13’ 06” W along the North line of said section, 330 feet to the place
of beginning of this description; running thence S 00 degrees 52’ 49” W, 2167.87 feet; thence N 88 degrees 59’ 49”
W, 60 feet; thence N 00 degrees 52’ 49” E, 2167.66 feet to the North line of said section; thence S 89 degrees 13’
06” E along said North line of said section, 60 feet to the place of beginning.


 






     38


     


    

 


MACOMB COUNTY


 


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


 


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


 


MANISTEE COUNTY


 


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


 


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


 


MASON COUNTY


 


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


 


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


 


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


 






     39


     


    

 


MECOSTA COUNTY


 


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


 


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


 


MIDLAND COUNTY


 


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


 


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


 


MISSAUKEE COUNTY


 


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


 


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


 


MONROE COUNTY


 


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


 


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


 


MONTCALM COUNTY


 


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


 


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


 






     40


     


    

 


MONTMORENCY COUNTY


 


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


 


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


 


MUSKEGON COUNTY


 


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


 


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


 


NEWAYGO COUNTY


 


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


 


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


 


OAKLAND COUNTY


 


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


 


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


 


OCEANA COUNTY


 


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


 


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


 






     41


     


    

 


OGEMAW COUNTY


 


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


 


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


 


OSCEOLA COUNTY


 


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


 


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


 


OSCODA COUNTY


 


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


 


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


 


OTSEGO COUNTY


 


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


 


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


 


OTTAWA COUNTY


 


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


 


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


 






     42


     


    

 


PRESQUE ISLE COUNTY


 


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


 


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


 


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


 


ROSCOMMON COUNTY


 


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


 


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


 


SAGINAW COUNTY


 


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


 


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


 






     43


     


    

 


SANILAC COUNTY


 


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


 


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


 


SHIAWASSEE COUNTY


 


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


 


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


 


ST. CLAIR COUNTY


 


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


 


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


 


ST. JOSEPH COUNTY


 


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


 


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


 


TUSCOLA COUNTY


 


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


 


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


 


VAN BUREN COUNTY


 


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


 


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


 






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WASHTENAW COUNTY


 


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


 


A parcel
of land in the NE 1/4 of the NW 1/4 of Section 1, T4S, R3E, described as follows: To find the place of beginning of this description
commence at the Northwest corner of said section; run thence East along the North line of said section 1355.07 feet to the West 1/8 line
of said section; thence S 00 degrees 22’ 20” E along said West 1/8 line of said section 927.66 feet to the place of beginning
of this description; thence continuing S 00 degrees 22’ 20” E along said West 1/8 line of said section 660 feet to the North
1/8 line of said section; thence N 86 degrees 36’ 57” E along said North 1/8 line of said section 660.91 feet; thence N 00
degrees22’ 20” W, 660 feet; thence S 86 degrees 36’ 57” W, 660.91 feet to the place of beginning.


 


WAYNE COUNTY


 


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


 


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


 


WEXFORD COUNTY


 


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


 


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


 






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SECTION 14. The Company is
a transmitting utility under Section 9501(2) of the Michigan Uniform Commercial Code (M.C.L. 440.9501(2)) as defined in M.C.L. 440.9102(1)(aaaa).


 


IN WITNESS WHEREOF, said Consumers
Energy Company has caused this Supplemental Indenture to be executed in its corporate name by its Chairman of the Board, President, a
Vice President or its Treasurer, and said The Bank of New York Mellon, as Trustee as aforesaid, to evidence its acceptance hereof, has
caused this Supplemental Indenture to be executed in its corporate name by a Vice President, in several counterparts, all as of the day
and year first above written.


 






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	 	 	CONSUMERS ENERGY COMPANY
	 	 
	 	By: 	/s/
    Srikanth
    Maddipati
	 	 	        Srikanth
    Maddipati
	 	 	        Vice
    President and Treasurer




 


	STATE OF MICHIGAN             )	 
	 	ss.	 
	COUNTY OF JACKSON           )	 


 


The foregoing instrument was
acknowledged before me this 11th day of August 2022, by Srikanth Maddipati, Vice President and Treasurer of CONSUMERS ENERGY
COMPANY, a Michigan corporation, on behalf of the corporation.


 


	 	/s/
    Lindsey White
	 	Lindsey White, Notary Public
	{Seal}	State of Michigan, County of Ingham
	 	My Commission Expires: February 25, 2027
	 	Acting in the County of Jackson




 






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	 	 	THE BANK OF NEW YORK MELLON,

                                                                                                                AS TRUSTEE

	 	 	 
	 	By: 	/s/
    Francine Kincaid
	 	 	        Francine
    Kincaid
	 	 	        Vice
    President




 


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




 


The foregoing instrument was
acknowledged before me this 9th day of August 2022, by Francine Kincaid, Vice President of THE BANK OF NEW YORK MELLON, as
Trustee, a New York banking corporation, on behalf of the bank.


 


 


	 	/s/ Helen Choi
	 	Helen Choi
	 	Notary Public, State of New York
	 	No. 01CH6291290
	(SEAL)	Qualified in New York County
	 	Commission Expires October 15, 2025




 


	Prepared by:

    Melissa M. Gleespen

    One Energy Plaza, EP12-246

    Jackson, MI 49201

     
	When recorded, return to:

    Consumers Energy Company

    Attn: Lindsey White

    One Energy Plaza

    Jackson, MI 49201



 






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