EXHIBIT 4(a)**ONE HUNDRED SIXTH SUPPLEMENTAL INDENTURE****Providing among other things for****FIRST MORTGAGE BONDS,****2007-2 Collateral Series (Interest Bearing)** **Dated as of November 30,2007** **CONSUMERS ENERGY COMPANY****TO****THE BANK OF NEW YORK,****TRUSTEE**Counterpart 75 of 80
 

 
     THIS ONE HUNDRED SIXTH SUPPLEMENTAL INDENTURE, dated as of November 30, 2007 (hereinsometimes referred to as “this Supplemental Indenture”), made and entered into by andbetween CONSUMERS ENERGY COMPANY, a corporation organized and existing under the laws ofthe State of Michigan, with its principal executive office and place of business at OneEnergy Plaza, in Jackson, Jackson County, Michigan 49201, formerly known as ConsumersPower Company (hereinafter sometimes referred to as the “Company”), and THE BANK OF NEWYORK, a New York banking corporation, with its corporate trust offices at 101 BarclaySt., New York, New York 10286 (hereinafter sometimes referred to as the “Trustee”), asTrustee under the Indenture dated as of September 1, 1945 between Consumers PowerCompany, a Maine corporation (hereinafter sometimes referred to as the “Mainecorporation”), and City Bank Farmers Trust Company (Citibank, N.A., successor,hereinafter sometimes referred to as the “Predecessor Trustee”), securing bonds issuedand 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 TrustCompany was converted into a national banking association under the title “FirstNational City Trust Company”; and     WHEREAS at the close of business on January 15, 1963, First National City TrustCompany was merged into First National City Bank; and     WHEREAS at the close of business on October 31, 1968, First National City Bank wasmerged into The City Bank of New York, National Association, the name of which wasthereupon changed to First National City Bank; and     WHEREAS effective March 1, 1976, the name of First National City Bank was changedto Citibank, N.A.; and     WHEREAS effective July 16, 1984, Manufacturers Hanover Trust Company succeededCitibank, N.A. as Trustee under the Indenture; and     WHEREAS effective June 19, 1992, Chemical Bank succeeded by merger to ManufacturersHanover 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 ManhattanBank; and     WHEREAS effective November 11, 2001, The Chase Manhattan Bank merged with MorganGuaranty Trust Company of New York and the surviving corporation was renamed JPMorganChase Bank; and     WHEREAS, effective November 13, 2004, the name of JPMorgan Chase Bank was changedto JPMorgan Chase Bank, N.A.; and
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     WHEREAS, effective October 2, 2006, The Bank of New York assumed the rights andobligations of JPMorgan Chase Bank, N.A. under the Indenture; and     WHEREAS the Indenture was executed and delivered for the purpose of securing suchbonds as may from time to time be issued under and in accordance with the terms of theIndenture, the aggregate principal amount of bonds to be secured thereby being limitedto $5,000,000,000 at any one time outstanding (except as provided in Section 2.01 of theIndenture), and the Indenture describes and sets forth the property conveyed thereby andis filed in the Office of the Secretary of State of the State of Michigan and is ofrecord in the Office of the Register of Deeds of each county in the State of Michigan inwhich this Supplemental Indenture is to be recorded; and     WHEREAS the Indenture has been supplemented and amended by various indenturessupplemental thereto, each of which is filed in the Office of the Secretary of State ofthe State of Michigan and is of record in the Office of the Register of Deeds of eachcounty 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 Mergerand Consolidation, dated as of February 14, 1968, which provided for the Mainecorporation to merge into the Company; and     WHEREAS the effective date of such Agreement of Merger and Consolidation was June6, 1968, upon which date the Maine corporation was merged into the Company and the nameof the Company was changed from “Consumers Power Company of Michigan” to “ConsumersPower Company”; and     WHEREAS the Company and the Predecessor Trustee entered into a SixteenthSupplemental 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 effectivedate of such Agreement of Merger and Consolidation; and     WHEREAS the Company has succeeded to and has been substituted for the Mainecorporation under the Indenture with the same effect as if it had been named therein asthe mortgagor corporation; and     WHEREAS effective March 11, 1997, the name of Consumers Power Company was changedto Consumers Energy Company; and     WHEREAS, the Company has entered into a Letter of Credit Reimbursement Agreementdated as of November 30, 2007 (as amended or otherwise modified from time to time, the“Reimbursement Agreement”) with The Bank of Nova Scotia (the “Lender”) providing for themaking of certain financial accommodations thereunder, and pursuant to suchReimbursement Agreement the Company has agreed to issue to the Lender, as evidence ofand security for the
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Liabilities (as such term is defined in the Reimbursement Agreement), a new series ofbonds under the Indenture; and     WHEREAS, for such purposes the Company desires to issue a new series of bonds, tobe designated First Mortgage Bonds, 2007-2 Collateral Series (Interest Bearing), each ofwhich bonds shall also bear the descriptive title “First Mortgage Bond” (hereinafterprovided for and hereinafter sometimes referred to as the “2007-2 Collateral Bonds”),the bonds of which series are to be issued as registered bonds without coupons and areto bear interest at the rate per annum specified herein and are to mature on theTermination Date (as such term is defined in the Reimbursement Agreement); and     WHEREAS, each of the registered bonds without coupons of the 2007-2 CollateralBonds and the Trustee’s Authentication Certificate thereon are to be substantially inthe following form, to wit:**[FORM OF REGISTERED BOND****OF THE 2007-2 COLLATERAL BONDS]**[FACE]CONSUMERS ENERGY COMPANY