EX-4.1






Exhibit 4.1




ONE HUNDRED ELEVENTH SUPPLEMENTAL INDENTURE




Providing among other things for




FIRST MORTGAGE BONDS,




$500,000,000 6.70% Series due 2019




Dated as of March 6, 2009




 






CONSUMERS ENERGY COMPANY




TO




THE BANK OF NEW YORK MELLON,




TRUSTEE




Counterpart                      of 90




 









 








          THIS ONE HUNDRED ELEVENTH SUPPLEMENTAL INDENTURE, dated as of March 6, 2009 (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, a New York banking corporation, with its
corporate trust offices at 101 Barclay St., 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




1









 








          WHEREAS effective October 2, 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




          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 $6,000,000,000 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 6.70% Series due 2019, each of which bonds shall also bear the




2









 







descriptive title “First Mortgage Bonds” (hereinafter provided for and hereinafter sometimes
referred to as the “2019 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 September 15, 2019; and




          WHEREAS the Company and Barclays Capital Inc., J.P. Morgan Securities Inc., BNP Paribas
Securities Corp., Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc., Comerica Securities,
Inc., Greenwich Capital Markets, Inc., KeyBanc Capital Markets Inc., Wedbush Morgan Securities
Inc., Blaylock Robert Van, LLC, Fifth Third Securities, Inc., and The Williams Capital Group, L.P.
(the “Underwriters”) have entered into an Underwriting Agreement dated March 2, 2009 (the
Underwriting Agreement”), pursuant to which the Company agreed to sell and the Underwriters agreed
to buy $500,000,000 in aggregate principal amount of 2019 Bonds (such 2019 Bonds, the “Bonds”); and




          WHEREAS, each of the registered bonds without coupons of 2019 Bonds and the Trustee’s
Authentication Certificate thereon are to be substantially in the following form, respectively, to
wit:




[FORM OF REGISTERED BOND OF THE 2019 BONDS]




[FACE]




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




3









 






CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND

6.70% SERIES DUE 2019




			
	 	 	 
	CUSIP:
	 	$500,000,000
	ISIN:	 	 
	 	 	 
	No.: 1	 	 






          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 Five
Hundred Million Dollars ($500,000,000) on September 15, 2019, and to pay to the registered holder
hereof interest on said sum from the latest semi-annual interest payment date to which interest has
been paid on the bonds of this series preceding the date hereof, unless the date hereof be an
interest payment date to which interest is being paid, in which case from the date hereof, or
unless the date hereof is prior to September 15, 2009 in which case from March 6, 2009 (or if this
bond is dated between the record date for any interest payment date and such interest payment date,
then from such interest payment date, provided, however, that if the Company shall default in
payment of the interest due on such interest payment date, then from the next preceding semi-annual
interest payment date to which interest has been paid on the bonds of this series, or if such
interest payment date is September 15, 2009, from March 6, 2009), at the rate per annum, until the
principal hereof shall have become due and payable, specified in the title of this bond, payable on
March 15 and September 15 in each year. The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes have the same effect as though fully
set forth at this place.




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




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




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CONSUMERS ENERGY COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Printed:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





4









 





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 	 
	 	 	 	 
	 



[REVERSE]




CONSUMERS ENERGY COMPANY




FIRST MORTGAGE BOND

6.70% SERIES DUE 2019




          The interest payable on any March 15 or September 15 will, subject to certain exceptions
provided in the Indenture hereinafter mentioned, be paid to the person in whose name this bond is
registered at the close of business on the record date, which shall be the first calendar day of
the month in which such interest payment date occurs, or, if such March 15 or September 15 shall be
a legal holiday or a day on which banking institutions in the Borough of Manhattan, The City of New
York, are authorized to close, the next preceding day which shall not be a legal holiday or a day
on which such institutions are so authorized to close. The principal of and the premium, if any,
and interest on this bond shall be payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, designated for that purpose, in any coin or currency of the United
States of America which at the time of payment is legal tender for public and private debts.




          This bond is one of the bonds of a series designated as First Mortgage Bonds, 6.70% Series due
2019 (sometimes herein referred to as the “2019 Bonds” or the “Bonds”) issued and to be issued from
time to time under and in accordance with and secured by an indenture dated as of September 1,
1945, given by the Company (or its predecessor, Consumers Power Company, a Maine corporation) to
City Bank Farmers Trust Company (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



5









 






issuable in series which may vary as to date, amount, date of maturity, rate of interest and
in other respects as provided in the Indenture.





     Any or all of the 2019 Bonds may be redeemed by the Company, at any time and from time to time
prior to maturity, at a redemption price equal to 100% of the principal amount of such 2019 Bonds
being redeemed plus the Applicable Premium (as defined below), if any, thereon at the time of
redemption, together with accrued interest, if any, thereon to the redemption date. In no event
will the redemption price be less than 100% of the principal amount of the 2019 Bonds plus accrued
interest, if any, thereon to the redemption date.



     “Applicable Premium” means, with respect to a 2019 Bond (or portion thereof) being redeemed at
any time, the excess of (A) the present value at such time of the principal amount of such 2019
Bond (or portion thereof) being redeemed plus all scheduled interest payments on such 2019 Bond (or
portion thereof excluding interest accrued to the redemption date) after the redemption date, which
present value shall be computed using a discount rate equal to the Treasury Rate (as defined below)
plus 50 basis points, over (b) the principal amount of such 2019 Bond (or portion thereof) being
redeemed at such time. For purposes of this definition, the present values of interest and
principal payments will be determined in accordance with generally accepted principles of financial
analysis.



     “Treasury Rate” means the yield to maturity at the time of computation of United States
Treasury securities adjusted to constant maturity under the caption “Treasury constant maturities,
Nominal” (as compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) (the “Statistical Release”)) which has become publicly available at least two Business
Days prior to the redemption date (or, if such Statistical Release is no longer published, any
publicly available source of similar market data) most nearly equal to the then remaining average
life to stated maturity of the 2019 Bonds; provided, however, that if the average life (rounded to
the first decimal point) to stated maturity of the 2019 Bonds is not equal to the constant maturity
of a United States Treasury security for which a weekly average yield (in the Statistical Release
columns labeled “Week Ending”) is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of
United States Treasury securities for which such yields are given.



     The Treasury Rate will be calculated on the third Business Day preceding the date fixed for
redemption.



     If the original redemption date is on or after a record date and on or before the relevant
interest payment date, the accrued and unpaid interest, if any, will be paid to the person or
entity in whose name the 2019 Bond is registered at the close of business on the record date, and
no additional interest will be payable to the holders whose 2019 Bonds shall be subject to
redemption.



     If less than all of the 2019 Bonds are to be redeemed, the Trustee shall select, in such
manner as it shall deem appropriate and fair, the particular 2019 Bonds or portions thereof to be
redeemed. Notice of redemption shall be given by mail not less than 30 nor more than 60 days prior
to the date fixed for redemption to the holders of the 2019 Bonds to be redeemed (which, as long as
the 2019 Bonds are held in the book-entry system, will be The Depository Trust



6









 







Company (or its nominee) or a successor depositary); provided, however, that the failure to
duly give such notice by mail, or any defect therein, shall not affect the validity of any
proceedings for the redemption of the 2019 Bonds as to which there shall have been no such failure
or defect. On and after the date fixed for redemption (unless the Company shall default in the
payment of the 2019 Bonds or portions thereof to be redeemed at the applicable redemption price,
together with accrued interest, if any, thereon to such date), interest on the 2019 Bonds or the
portions thereof so called for redemption shall cease to accrue.



          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 percentage of the
principal amount of the bonds upon the approval or consent of the holders of which modifications or
alterations may be made as aforesaid.




          The Company reserves the right, without any consent, vote or other action by holders of the
2019 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



7









 






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 2019 BONDS]




 






          AND WHEREAS all acts and things necessary to make the 2019 Bonds (referred to herein as the
“Bonds”), when duly executed by the Company and authenticated by the Trustee or its agent and
issued as prescribed in the Indenture, as heretofore supplemented and amended, this Supplemental
Indenture, the valid, binding and legal obligations of the Company, and to constitute the
Indenture, as supplemented and amended as aforesaid, as well as by this Supplemental Indenture, a
valid, binding and legal instrument for the security thereof, have been done and performed, and the
creation, execution and delivery of this Supplemental Indenture and the creation, execution and
issuance of bonds subject to the terms hereof and of the Indenture, as so supplemented and amended,
have in all respects been duly authorized;




          NOW, THEREFORE, in consideration of the premises, of the acceptance and purchase by the
holders thereof of the bonds issued and to be issued under the Indenture, as supplemented and
amended as above set forth, duly paid by the Trustee to the Company, and of other good and valuable
considerations, the receipt whereof is hereby acknowledged, and for the purpose of securing the due
and punctual payment of the principal of and premium, if any, and interest on all bonds now
outstanding under the Indenture and the $500,000,000 principal amount of the 2019 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 11 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;




8









 








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




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




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




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




     SECTION 1. There is hereby created one series of bonds (the “2019 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 2019 Bonds shall be issued in
the aggregate principal amount of $500,000,000, shall mature on September 15, 2019 and shall be
issued only as registered bonds without coupons in denominations of $1,000 and any multiple
thereof. The serial numbers of the 2019 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 2019 Bonds shall bear interest at the rate per annum,
until the principal thereof shall have become due and payable, specified in the title thereto,
payable semi-annually on March 15 and September 15 in each year. 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
2019 Bonds, without limitation as to amount (except as





9











 




provided in the Indenture), and without the consent of the holders of the then outstanding
2019 Bonds, but with the same terms as such outstanding 2019 Bonds (except the issue price and the
issue date), may be authenticated and delivered in the manner provided in the Indenture, and any
such additional 2019 Bonds would constitute a single series with such outstanding 2019 Bonds.




          SECTION 2.




          2.01 Form of Bonds.




          The 2019 Bonds shall be issued initially in the form of one or more permanent Global Bonds in
definitive, fully registered form without interest coupons with the global securities legend (each,
a “Global Bond”), which shall be deposited on behalf of the purchasers of the Bonds represented
thereby with the Trustee, at its corporate trust office, as securities custodian (or with such
other securities custodian as the Depository (as defined below) may direct), and registered in the
name of the Depository or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global
Bonds may from time to time be increased or decreased by adjustments made on the records of the
Trustee and the Depository or its nominee as hereinafter provided. The Depositary for the Global
Bonds shall be The Depository Trust Company, a New York corporation, or its duly appointed
successor (the “Depository”). This Section 2.01 shall apply only to a Global Bond deposited with
or on behalf of the Depository.




          The Company shall execute and the Trustee shall, in the case of each of the 2019 Bonds in
accordance with this Section 2.01, authenticate and deliver initially one or more Global Bonds that
(a) shall be registered in the name of the Depository or the nominee of the Depository and (b)
shall be delivered by the Trustee to the Depository or pursuant to the Depository’s instructions or
held by the Trustee as securities custodian.




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




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




10









 








          2.02 Transfer and Exchange.




          (a) Transfer and Exchange of Global Bonds.





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




          (ii) Notwithstanding any other provision of this Supplemental Indenture (other than
the provisions set forth in Section 2.03), a Global Bond may not be transferred as a whole
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.




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




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



11









 






     (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.




     2.03 Certificated Bonds.



          (a) A Global Bond deposited with the Depository or with the Trustee as securities custodian
pursuant to Section 2.01 shall be transferred to the beneficial owners thereof in the form of
certificated Bonds in an aggregate principal amount equal to the principal amount of such Global
Bond, in exchange for such Global Bond, only if such transfer complies with this Section 2.03 and
the conditions set forth in Article II of the Indenture.




          (b) Any Global Bond that is transferable to the beneficial owners thereof pursuant to this
Section 2.03 shall be surrendered by the Depository to the Trustee at its corporate trust office to
be so transferred, in whole or from time to time in part, without charge, and the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global Bond, an equal
aggregate principal amount of certificated Bonds of authorized denominations. Any portion of a
Global Bond transferred pursuant to this Section 2.03 shall be executed, authenticated and
delivered only in denominations of $1,000 principal amount and any integral multiple thereof and
registered in such names as the Depository shall direct.




          (c) Subject to the provisions of Section 2.03(b), the registered holder of a Global Bond shall
be entitled to grant proxies and otherwise authorize any person, including Agent Members and
persons that may hold interests through Agent Members, to take any action which a holder is
entitled to take under the Indenture or the Bonds.




12









 





          SECTION 3. Any or all of the 2019 Bonds may be redeemed by the Company at any time and from
time to time prior to maturity, at a redemption price equal to 100% of the principal amount of such
2019 Bonds being redeemed plus the Applicable Premium (as defined below), if any, thereon at the
time of redemption, together with accrued interest, if any, thereon to the redemption date. In no
event will the redemption price be less than 100% of the principal amount of the 2019 Bonds plus
accrued interest, if any, thereon to the redemption date.




     “Applicable Premium” means, with respect to a 2019 Bond (or portion thereof) being redeemed at
any time, the excess of (A) the present value at such time of the principal amount of such 2019
Bond (or portion thereof) being redeemed plus all scheduled interest payments on such 2019 Bond (or
portion thereof excluding interest accrued to the redemption date) after the redemption date, which
present value shall be computed using a discount rate equal to the Treasury Rate (as defined below)
plus 50 basis points, over (b) the principal amount of such 2019 Bond (or portion thereof) being
redeemed at such time. For purposes of this definition, the present values of interest and
principal payments will be determined in accordance with generally accepted principles of financial
analysis.



     “Treasury Rate” means the yield to maturity at the time of computation of United States
Treasury securities adjusted to constant maturity under the caption “Treasury constant maturities,
Nominal” (as compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) (the “Statistical Release”)) which has become publicly available at least two Business
Days prior to the redemption date (or, if such Statistical Release is no longer published, any
publicly available source of similar market data) most nearly equal to the then remaining average
life to stated maturity of the Bonds; provided, however, that if the average life (rounded to the
first decimal point) to stated maturity of the Bonds is not equal to the constant maturity of a
United States Treasury security for which a weekly average yield (in the Statistical Release
columns labeled “Week Ending”) is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of
United States Treasury securities for which such yields are given.



     The Treasury Rate will be calculated on the third Business Day preceding the date fixed for
redemption.



     If the original redemption date is on or after a record date and on or before the relevant
interest payment date, the accrued and unpaid interest, if any, will be paid to the person or
entity in whose name the Bond is registered at the close of business on the record date, and no
additional interest will be payable to the holders whose 2019 Bonds shall be subject to redemption.



     If less than all of the 2019 Bonds are to be redeemed, the Trustee shall select, in such
manner as it shall deem appropriate and fair, the particular 2019 Bonds or portions thereof to be
redeemed. Notice of redemption shall be given by mail not less than 30 nor more than 60 days prior
to the date fixed for redemption to the holders of the 2019 Bonds to be redeemed (which, as long as
the 2019 Bonds are held in the book-entry system, will be The Depository Trust Company (or its
nominee) or a successor depositary); provided, however, that the failure to duly give such notice
by mail, or any defect therein, shall not affect the validity of any proceedings



13









 







for the redemption of the 2019 Bonds as to which there shall have been no such failure or
defect. On and after the date fixed for redemption (unless the Company shall default in the
payment of the 2019 Bonds or portions thereof to be redeemed at the applicable redemption price,
together with accrued interest, if any, thereon to such date), interest on the 2019 Bonds or the
portions thereof so called for redemption shall cease to accrue.



          SECTION 4. The 2019 Bonds are not redeemable by the operation of the maintenance and
replacement provisions of the Indenture or with the proceeds of released property or in any other
manner except as set forth in Section 3 hereof.




          SECTION 5. The Company reserves the right, without any consent, vote or other action by the
holders of the 2019 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.



14









 






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




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




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




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



          SECTION 6. 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.




15









 








          SECTION 7. The Trustee assumes no responsibility for or in respect of the validity or
sufficiency of this Supplemental Indenture or of the Indenture as hereby supplemented or the due
execution hereof by the Company or for or in respect of the recitals and statements contained
herein (other than those contained in the tenth and eleventh recitals hereof), all of which
recitals and statements are made solely by the Company.




          SECTION 8. 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 9. In the event the date of any notice required or permitted hereunder shall not be a
Business Day (as defined below), then (notwithstanding any other provision of the Indenture or of
any supplemental indenture thereto) such notice need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on the date fixed for
such notice. “Business Day” means, with respect to this Section 9, 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 10. This Supplemental Indenture and the 2019 Bonds shall be governed by and deemed to
be a contract under, and construed in accordance with, the laws of the State of Michigan, and for
all purposes shall be construed in accordance with the laws of such state, except as may otherwise
be required by mandatory provisions of law.




          SECTION 11. 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




16









 




in connection with such transmission lines or any of them or adjacent thereto; together with
all real property, rights of way, easements, permits, privileges, franchises and rights for or
relating to the construction, maintenance or operation thereof, through, over, under or upon any
private property or any public streets or highways, within as well as without the corporate limits
of any municipal corporation. Also all the real property, rights of way, easements, permits,
privileges and rights for or relating to the construction, maintenance or operation of certain
transmission lines, the land and rights for which are owned by the Company, which are either not
built or now being constructed.




III.




ELECTRIC DISTRIBUTION SYSTEMS




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




IV.




ELECTRIC SUBSTATIONS, SWITCHING STATIONS AND SITES




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




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




17









 







heretofore released from the lien of the Indenture, for compressing, processing,
desulphurizing, metering, odorizing and regulating manufactured or natural gas at any of its plants
and elsewhere, together with all buildings, meters and other appliances and equipment, and all
other property, real or personal, forming a part of or appertaining to or used, occupied or enjoyed
in connection with any of such purposes, with sites to be used for such purposes.




VI.




GAS STORAGE FIELDS




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




VII.




GAS TRANSMISSION LINES




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




18









 








VIII.




GAS DISTRIBUTION SYSTEMS




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




IX.




OFFICE BUILDINGS, SERVICE BUILDINGS, GARAGES, ETC.




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




X.




TELEPHONE PROPERTIES AND

RADIO COMMUNICATION EQUIPMENT




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




19









 








XI.




OTHER REAL PROPERTY




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




ALCONA COUNTY




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




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



ALLEGAN COUNTY




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




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



ALPENA COUNTY




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




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



20









 





ANTRIM COUNTY




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




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



ARENAC COUNTY




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




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



BARRY COUNTY




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




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




21












 





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.



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.)



22









 





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.



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.



23









 





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.



GENESEE COUNTY



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




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



     Beginning at a point of the West line of Duffield Road, 100 feet wide, (as now
established) distant 829.46 feet measured N01 degrees42'56"W and 50 feet measured
S88 degrees14'04"W` from the South quarter corner, Section 8, T5N, R5E; thence S88
degrees14'04"W a distance of 550 feet; thence N01 degrees42'56"W a distance of 500
feet to a point on the North line of the South half of the Southwest quarter of said
Section 8; thence N88 degrees14'04"E along the North line of South half of the
Southwest quarter of said Section 8 a distance



24









 







550 feet to a point on the West line of Duffield Road, 100 feet wide (as now
established); thence S 01 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.



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.



25









 





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.)



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



26









 







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.



27









 





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.



28









 





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.



29









 





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




30












 






of the hereinbefore mentioned highway lying adjacent to the E’ly line of said
above described land.



MECOSTA COUNTY





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




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



MIDLAND COUNTY





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




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



MISSAUKEE COUNTY





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




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



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.



31









 





MONTCALM COUNTY





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




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



MONTMORENCY COUNTY





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




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



MUSKEGON COUNTY





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




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



NEWAYGO COUNTY





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




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



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.



32









 





OCEANA COUNTY





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




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



OGEMAW COUNTY





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




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



OSCEOLA COUNTY





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




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



OSCODA COUNTY





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




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



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.



33









 





OTTAWA COUNTY





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




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



PRESQUE ISLE COUNTY





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




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




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



ROSCOMMON COUNTY





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




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



34









 





SAGINAW COUNTY



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





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



SANILAC COUNTY





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




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



SHIAWASSEE COUNTY





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




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



ST. CLAIR COUNTY





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




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



ST. JOSEPH COUNTY





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




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



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



35









 






line of said Section 34 and the place of beginning for this description; thence
continuing N 18 degrees 11' 50" W a distance of 349.91 feet; thence N 89 degrees 57'
01" W a distance of 294.80 feet; thence S 18 degrees 11' 50" E a distance of 350.04
feet to the South 1/8 line of said Section 34; thence S 89 degrees 58' 29" E along
the South 1/8 line of said section a distance of 294.76 feet to the place of
beginning.



VAN BUREN COUNTY





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




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



WASHTENAW COUNTY





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




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



WAYNE COUNTY





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




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



36









 






feet; thence Southerly parallel to the East line of Section 6 a distance of 50
feet; thence easterly parallel with the South line of Section 6 a distance of 215
feet to the point of beginning.



WEXFORD COUNTY





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




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



          SECTION 12. The Company is a transmitting utility under Section 9501(2) of the Michigan
Uniform Commercial Code (M.C.L. 440.9501(2)) as defined in M.C.L. 440.9102(1)(aaaa).



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



37









 





CONSUMERS ENERGY COMPANY




	 	 	 	 	 
	 	 	 
	(SEAL) 	By:  	/s/
Thomas J. Webb 	 
	 	 	Thomas J. Webb 	 
	Attest: 	 	Executive Vice President and

Chief Financial Officer 	 
	 



	 	 	 
	/s/
Joyce H. Norkey 

Joyce H. Norkey 

Assistant Secretary

	 
	 
	 	 
	Signed, sealed and delivered
by 

CONSUMERS ENERGY COMPANY 

in the presence of

	 
	 	 
	 
	/s/
Kimberly C. Wilson

Kimberly C. Wilson

	 
	 
	 	 
	 
	/s/
Sharon K. Davis

Sharon K. Davis

	 
	 
	 	 
	STATE OF MICHIGAN     
	)	 
	 

	  ss.	
	COUNTY OF JACKSON     
	)	 







          The foregoing instrument was acknowledged before me this 6th day of March, 2009, by Thomas J.
Webb, Executive Vice President and Chief Financial Officer of CONSUMERS ENERGY COMPANY, a Michigan
corporation, on behalf of the corporation.



	 	 	 	 	 
	 
	 	/s/ Margaret Hillman	 
	 

[Seal]	 

Margaret Hillman, Notary Public

 State of Michigan, County of Jackson

My Commission Expires: 06/14/10

Acting in the County of Jackson

 	 
	 	 	 
	 	 	 
	 	 	 



S-1









 






	 	 	 	 	 



THE BANK OF NEW YORK MELLON,




AS TRUSTEE




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



	 	 	 
	/s/ Christopher Greene 

 Christopher Greene

	 
	 
	 	 
	Signed, sealed and delivered
by The Bank of New York Mellon
in the presence of
	 
	 
	 
	 	 
	/s/ Patricia Lin 

Patricia Lin

	 
	 
	 	 
	/s/ Josip Antolos 

Josip Antolos

	 
	 
	STATE OF NEW YORK     

	)	 
	 

	  ss.	
	COUNTY OF NEW YORK     

	)	 






          The foregoing instrument was acknowledged before me this 6th day of March, 2009, by L.
O’Brien, a Vice President of THE BANK OF NEW YORK MELLON, a New York banking
corporation, on behalf of the bank, as trustee.




	 	 	 	 
	 
	 
	 	/s/ Cheryl L. Clarke
	 

	 	 
	 

	 	Cheryl L. Clarke
	 

	 	Notary Public, State of New York
No. 01CL5057121
Qualified in New York County
Certificate Filed in
New York County
Commission Expires May 11, 2010






	 	 	 	 
	Prepared by:

	 	When recorded, return to:
	Kimberly C. Wilson 

One Energy Plaza, EP11-210

Jackson, MI 49201


	 	Consumers Energy Company 

Business Services Real Estate Dept.

Attn: Carrie Main, EP7-437

One Energy Plaza 

Jackson, MI 49201







S-2