<PAGE>  

 


                      SEVENTIETH SUPPLEMENTAL INDENTURE


                      Providing among other things for

                            FIRST MORTGAGE BONDS,

                  Senior Note Series A due February 1, 2008

                                ______________


                        Dated as of February 1, 1998

                                ______________



                          CONSUMERS ENERGY COMPANY


                                     TO


                          THE CHASE MANHATTAN BANK,

                                   Trustee





                                          Counterpart ______ of 100<PAGE>
<PAGE>  1


        SEVENTIETH SUPPLEMENTAL INDENTURE, dated as of February 1, 1998
(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 212 West Michigan
Avenue, in Jackson, Jackson County, Michigan 49201, formerly known as
Consumers Power Company, (hereinafter sometimes referred to as the
"Company"), and THE CHASE MANHATTAN BANK, a corporation organized and
existing under the laws of the State of New York, with its corporate trust
offices at 450 W. 33rd Street, in the Borough of Manhattan, The City of
New York, New York 10001 (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 as Trustee under the
Indenture; 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 $5,000,000,000 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 Company has entered into an Indenture dated as of
February 1, 1998 ("Senior Note Indenture") with The Chase Manhattan Bank,
as trustee ("Senior Note Trustee") providing for the issuance of notes
thereunder, and pursuant to such Senior Note Indenture the Company has
agreed to issue to the Senior Note Trustee, as security for the notes
("Senior Notes") to be issued thereunder, a new series of bonds under the
Indenture at the time of authentication of each series of Senior Notes
issued under such Senior Note Indenture; and

        WHEREAS, for such purposes the Company desires to issue a new
series of bonds, to be designated First Mortgage Bonds, Senior Note
Series A due February 1, 2008 each of which bonds shall also bear the
descriptive title "First Mortgage Bond" (hereinafter provided for and
hereinafter sometimes referred to as the "Senior Note Series A 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 herein
and are to mature February 1, 2008; and

        WHEREAS, the Senior Note Series A Bonds shall be issued to the
Senior Note Trustee in connection with the issuance by the Company of its
Senior Notes, 6 3/8% due 2008, Series A  (the "Series A Notes"); and

        WHEREAS each of the registered bonds without coupons of the Senior
Note Series A Bonds and the Trustee's Authentication Certificate thereon
are to be substantially in the following forms, to wit:<PAGE>
<PAGE>  3


         [FORM OF REGISTERED BOND OF THE SENIOR NOTE SERIES A BONDS]

                                   [FACE]

        NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE INDENTURE, THIS
BOND IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED OR REQUIRED BY
SECTION 4.04 OF THE INDENTURE, DATED AS OF FEBRUARY 1, 1998 BETWEEN
CONSUMERS ENERGY COMPANY AND THE CHASE MANHATTAN BANK, AS TRUSTEE.

                          CONSUMERS ENERGY COMPANY

       FIRST MORTGAGE BOND, SENIOR NOTE SERIES A DUE FEBRUARY 1, 2008

No.                      $

        CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter
called the "Company"), for value received, hereby promises to pay to The
Chase Manhattan Bank, as trustee under the Senior Note Indenture
hereinafter referred to, or registered assigns, the principal sum of Two
Hundred Fifty Million Dollars on February 1, 2008, 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 August 1, 1998, in which
case from February 1, 1998, (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 August 1, 1998, from February 1, 1998), at the
rate per annum of 6 3/8%, except that during the continuation of a
Registration Default, as defined in the Registration Rights Agreement
referred to below, the rate shall be 6 5/8% per annum, until the principal
hereof shall have become due and payable, payable on each February 1 and
August 1 in each year, commencing August 1, 1998.

        Under an Indenture dated as of February 1, 1998 (hereinafter
sometimes referred to as the "Senior Note Indenture"), between Consumers
Energy Company and The Chase Manhattan Bank, as trustee (hereinafter
sometimes called the "Senior Note Trustee"), the Company will issue,
concurrently with the issuance of this bond, an issue of notes under the
Senior Note Indenture entitled Senior Notes, 6 3/8% due 2008, Series A
(the "Series A Notes").  Pursuant to Article IV of the Senior Note
Indenture, this bond is issued to the Senior Note Trustee to secure any
and all obligations of the Company under the Series A Notes and any other
series of senior notes from time to time outstanding under the Senior Note
Indenture.  Payment of principal of, or premium, if any, or interest on,
the Series A Notes (and on any Exchange Notes (as such term is defined on
the reverse hereof and in the supplemental indenture pursuant to which
this bond has been issued (the "Supplemental Indenture") issued in
exchange therefor) shall constitute payments on this bond as further
provided herein and in the Supplemental Indenture.

        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. 
<PAGE>
<PAGE>  4

        IN WITNESS WHEREOF, Consumers Energy Company has caused this bond
to be executed in its name by its Chairman of the Board, its President or
one of its Vice Presidents by his 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 signature or a facsimile thereof.

                                          CONSUMERS ENERGY COMPANY,

Dated:                                    By      ________________________

                                          Its     ________________________


Attest:  _________________________
                 Secretary


               [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]

                    TRUSTEE'S AUTHENTICATION CERTIFICATE


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

                                          THE CHASE MANHATTAN BANK, Trustee


                                          By      ________________________
                                                     Authorized Officer



                                  [REVERSE]

                          CONSUMERS ENERGY COMPANY

       FIRST MORTGAGE BOND, SENIOR NOTE SERIES A DUE FEBRUARY 1, 2008


        The interest payable on any February 1 and August 1 will, subject
to certain exceptions provided in the Indenture hereinafter mentioned, be
paid to the person in whose name this bond is registered at the close of
business on the record date, which shall be January 15 or July 15, as the
case may be, next preceding such interest payment date, or, if such
January 15 or July 15 shall be a legal holiday or a day on which banking
institutions in the City of New York, New York or the City of Detroit,
Michigan are authorized by law to close, the next succeeding 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 the
interest on this bond shall be payable at the office or agency of the
Company in the City of Jackson, Michigan 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. 

        Upon any payment of the principal of, premium, if any, and
interest on, all or any portion of the Series A Notes (or Exchange Notes
(as defined below) issued in exchange therefor), whether at maturity or
prior to maturity by redemption or otherwise or upon provision for the
payment thereof having been made in accordance with Section 5.01(a) of the
Senior Note Indenture, Senior Note Series A Bonds in a principal amount
equal to the principal amount of such Series A Notes (or Exchange Notes)
and having both a corresponding maturity date and interest rate shall, to
the extent of such payment of principal, premium, if any, and  interest,
be deemed paid and the obligation of the Company thereunder to make such
payment shall be discharged to such extent and, in the case of the payment
of principal (and premium, if any) such bonds of said series shall be
surrendered to the Company for cancellation as provided in Section 4.08 of
the Senior Note Indenture.  The Trustee may at anytime and all times
conclusively assume that the obligation of the Company to make payments
with respect to the principal of and premium, if any, and interest on the
Senior Note Series A Bonds, so far as such payments at the time have
become due, has been fully satisfied and discharged pursuant to the
foregoing sentence unless and until the Trustee shall have received a
written notice from the Senior Note Trustee signed by one of its officers
stating (i) that timely payment of, or premium or interest on, the
Series A Notes has not been made, (ii) that the Company is in arrears as
to the payments required to be made by it to the Senior Note Trustee
pursuant to the Senior Note Indenture, and (iii) the amount of the
arrearage.

        For purposes of Section 4.09 of the Senior Note Indenture, this
bond shall be deemed to be the "related series of Senior Note First
Mortgage Bonds" in respect of (i) the Series A Notes, and (ii) any 
Exchange Notes.

        This bond is one of the bonds issued and to be issued from time to
time under and in accordance with and all 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 Chase Manhattan Bank, successor) (hereinafter sometimes referred to
as the "Trustee"), and indentures supplemental thereto, heretofore or
hereafter executed, to which indenture and indentures supplemental thereto
(hereinafter referred to collectively as the "Indenture") reference is
hereby made for a description of the property mortgaged and pledged, the
nature and extent of the security and the rights, duties and immunities
thereunder of the Trustee and the rights of the holders of said bonds and
of the Trustee and of the Company in respect of such security, and the
limitations on such rights.  By the terms of the Indenture, the bonds to
be secured thereby are issuable in series which may vary as to date,
amount, date of maturity, rate of interest and in other respects as
provided in the Indenture.

        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 (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 the holders of which are
required to approve any such supplemental indenture. 

        The Company reserves the right, without any consent, vote or other
action by holders of bonds of this series 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.

        This bond is not redeemable except on the respective dates, in the
respective principal amounts and for the respective redemption prices
which correspond to the redemption dates for, the principal amounts to be
redeemed of, and the redemption prices for, the Series A Notes (and any
senior notes issued in exchange therefor pursuant to the Registration
Rights Agreement, dated February 13, 1998, between the Company and Morgan
Stanley & Co. Incorporated, Salomon Brothers Inc., BancAmerica Robertson
Stephens and Goldman, Sachs & Co. (the "Exchange Notes")), and except upon
written demand of the Senior Note Trustee following the occurrence of an
Event of Default under the Senior Note Indenture and the acceleration of
the senior notes, as provided in Section 8.01 of the Senior Note
Indenture.  This bond is not redeemable by the operation of the
improvement fund or the maintenance and replacement provisions of the
Indenture or with the proceeds of released property.

        This bond shall not be assignable or transferable except as
permitted or required by Section 4.04 of the Senior Note Indenture.  Any
such transfer shall be effected at the Investor Services Department of the
Company, as transfer agent (hereinafter referred to as "corporate trust
office").  This bond shall be exchangeable for other registered bonds of
the same series, in the manner and upon the conditions prescribed in the
Indenture, upon the surrender of such bonds at said corporate trust office
of the transfer agent.  However, notwithstanding the provisions of
Section 2.05 of the Indenture, no charge shall be made upon any
registration of transfer or exchange of bonds of said series other than
for any tax or taxes or other governmental charge required to be paid by
the Company.

        As provided in Section 4.11 of the Senior Note Indenture, from and
after the Release Date (as defined in the Senior Note Indenture), the
obligations of the Company with respect to this bond shall be deemed to be
satisfied and discharged, this bond shall cease to secure in any manner
any senior notes outstanding under the Senior Note Indenture, and,
pursuant to Section 4.08 of the Senior Note Indenture, the Senior Note
Trustee shall forthwith deliver this bond to the Company for cancellation.

        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. 

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

                            ____________________


        AND WHEREAS all acts and things necessary to make the bonds of the
Senior Note Series A Bonds, when duly executed by the Company and
authenticated by the Trustee or its agent and issued as prescribed in the
Indenture, as heretofore supplemented and amended, and this Supplemental
Indenture provided, 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, and of the sum of One Dollar 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 $250,000,000
principal amount of  Senior Note Series A Bonds proposed to be issued
initially 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, alien and convey unto The Chase Manhattan
Bank, as Trustee, as provided in the Indenture, and its successor or
successors in the trust thereby and hereby created and to its or their
assigns forever, all the right, title and interest of the Company in and
to all the property, described in Section 13 hereof, together (subject to
the provisions of Article X of the Indenture) with the tolls, rents,
revenues, issues, earnings, income, products and profits thereof,
excepting, however, the property, interests and rights specifically
excepted from the lien of the Indenture as set forth in the Indenture.

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

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

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

        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
"Senior Note Series A 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.  Senior Note
Series A Bonds shall be issued in the aggregate principal amount of
$250,000,000, shall mature on February 1, 2008 and shall be issued only as
registered bonds without coupons in denominations of $1,000 and any
multiple thereof.  The serial numbers of bonds of the Senior Note Series A
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.  Senior Note
Series A Bonds shall bear interest at a rate of 6 3/8% per annum, except
that during the continuation of a Registration Default, as defined in the
Registration Rights Agreement dated February 13, 1998, between the Company
and Morgan Stanley & Co. Incorporated, Salomon Brothers Inc., BancAmerica
Robertson Stephens and Goldman, Sachs & Co. shall bear interest at a rate
of 6 5/8% per annum until the principal thereof shall have become due and
payable, payable semi-annually on February 1 and August 1 in each year
commencing August 1, 1998.  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 Jackson, Michigan designated for that purpose. 

        Upon any payment of the principal of, premium, if any, and
interest on, all or any portion of the Series A Notes (or Exchange Notes
(as defined below) issued in exchange therefor), whether at maturity or
prior to maturity by redemption or otherwise or upon provision for the
payment thereof having been made in accordance with Section 5.01(a) of the
Senior Note Indenture, Senior Note Series A Bonds in a principal amount
equal to the principal amount of such Series A Notes (or Exchange Notes)
and having both a corresponding maturity date and interest rate shall, to
the extent of such payment of principal, premium, if any, and interest, be
deemed paid and the obligation of the Company thereunder to make such
payment shall be discharged to such extent and, in the case of the payment
of principal (and premium, if any) such bonds of said series shall be
surrendered to the Company for cancellation as provided in Section 4.08 of
the Senior Note Indenture.  The Trustee may at anytime and all times
conclusively assume that the obligation of the Company to make payments
with respect to the principal of and premium, if any, and interest on the
Senior Note Series A Bonds, so far as such payments at the time have
become due, has been fully satisfied and discharged pursuant to the
foregoing sentence unless and until the Trustee shall have received a
written notice from the Senior Note Trustee signed by one of its officers
stating (i) that timely payment of, or premium or interest on, the
Series A Notes has not been so made, (ii) that the Company is in arrears
as to the payments required to be made by it to the Senior Note Trustee
pursuant to the Senior Note Indenture, and (iii) the amount of the
arrearage.

        Each Senior Note Series A Bond is to be issued to and registered
in the name of The Chase Manhattan Bank, as trustee, or a successor
trustee (said trustee or any successor trustee being hereinafter referred
to as the "Senior Note Trustee") under the Indenture, dated as of
February 1, 1998 (hereinafter sometimes referred to as the "Senior Note
Indenture") between Consumers Energy Company and the Senior Note Trustee,
to secure any and all obligations of the Company under the Series A Notes
and any other series of senior notes from time to time outstanding under
the Senior Note Indenture.

        The Senior Note Series A Bonds shall not be assignable or
transferable except as permitted or required by Section 4.04 of the Senior
Note Indenture.  Any such transfer shall be effected at the Investor
Services Department of the Company, as transfer agent (hereinafter
referred to as "corporate trust office").  The Senior Note Series A Bonds
shall be exchangeable for other registered bonds of the same series, in
the manner and upon the conditions prescribed in the Indenture, upon the
surrender of such bonds at said corporate trust office of the transfer
agent.  However, notwithstanding the provisions of Section 2.05 of the
Indenture, no charge shall be made upon any registration of transfer or
exchange of bonds of said series other than for any tax or taxes or other
governmental charge required to be paid by the Company.

        SECTION 2.  Senior Note Series A Bonds shall not be redeemable
except on the respective dates, in the respective principal amounts and
for the respective redemption prices which correspond to the redemption
dates for, the principal amounts to be redeemed of, and the redemption
prices for, the Series A Notes (and any Exchange Notes (as defined in the
form of Senior Note Series A Bonds hereinabove set forth)) and except as
set forth in Section 3 hereof.

        In the event the Company redeems any Series A Notes (or Exchange
Notes) prior to maturity in accordance with the provisions of the Senior
Note Indenture, the Senior Note Trustee shall on the same date deliver to
the Company the Senior Note Series A Bonds in principal amounts
corresponding to the Series A Notes (or Exchange Notes) so redeemed, as
provided in Section 4.08 of the Senior Note Indenture.  The Company agrees
to give the Senior Note Trustee notice of any such redemption of the
Series A Notes (or Exchange Notes) on or before the date fixed for any
such redemption.

        Senior Notes Series A Bonds are not redeemable by the operation of
the improvement fund or the maintenance and replacement provisions of this
Indenture or with the proceeds of released property.

        SECTION 3.  Upon the occurrence of an Event of Default under the
Senior Note Indenture and the acceleration of the Series A Notes (or
Exchange Notes), the Senior Note Series A Bonds shall be redeemable in
whole upon receipt by the Trustee of a written demand (hereinafter called
a "Redemption Demand") from the Senior Note Trustee stating that there has
occurred under the Senior Note Indenture both an Event of Default and a
declaration of acceleration of payment of principal, accrued interest and
premium, if any, on the Series A Notes (or Exchange Notes), specifying the
last date to which interest on such notes has been paid (such date being
hereinafter referred to as the "Initial Interest Accrual Date") and
demanding redemption of Senior Note Series A Bonds.  The Company waives
any right it may have to prior notice of such redemption under the
Indenture.  Upon surrender of the Senior Note Series A Bonds by the Senior
Note Trustee to the Trustee, the Senior Note Series A Bonds shall be
redeemed at a redemption price equal to the principal amount thereof plus
accrued interest thereon from the Initial Interest Accrual Date to the
date of the Redemption Demand; provided, however, that in the event of a
recision of acceleration of senior notes pursuant to the last paragraph of
Section 8.01(a) of the Senior Note Indenture, then any Redemption Demand
shall thereby be deemed to be rescinded by the Senior Note Trustee; but no
such recision or annulment shall extend to or affect any subsequent
default or impair any right consequent thereon.

        SECTION 4.  For purposes of Section 4.09 of the Senior Note
Indenture, this bond shall be deemed to be the "related series of Senior
Note First Mortgage Bonds" in respect of (i) the Series A Notes, and
(ii) any Exchange Notes.

        SECTION 5.  As provided in Section 4.11 of the Senior Note
Indenture, from and after the Release Date (as defined in the Senior Note
Indenture), the obligations of the Company with respect to the Senior Note
Series A Bonds (the "Bonds") shall be deemed to be satisfied and
discharged, the Bonds shall cease to secure in any manner any senior notes
outstanding under the Senior Note Indenture, and, pursuant to Section 4.08
of the Senior Note Indenture, the Senior Note Trustee shall forthwith
deliver the Bonds to the Company for cancellation.

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

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

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

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

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

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

        SECTION 7.  As supplemented and amended as above set forth, the
Indenture is in all respects ratified and confirmed, and the Indenture and
all indentures supplemental thereto shall be read, taken and construed as
one and the same instrument. 

        SECTION 8.  Nothing contained in this Supplemental Indenture
shall, or shall be construed to, confer upon any person other than a
holder of bonds issued under the Indenture, as supplemented and amended as
above set forth, the Company, the Trustee and the Senior Note Trustee, for
the benefit of the holder or holders of the Series A Notes and Exchange
Notes, any right or interest to avail himself of any benefit under any
provision of the Indenture, as so supplemented and amended. 

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

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

        SECTION 11.  In the event the date of any notice required or
permitted hereunder or the date of maturity of interest on or principal of
the Senior Note Series A Bonds or the date fixed for redemption or
repayment of the Senior Note Series A Bonds shall not be a Business Day,
then (notwithstanding any other provision of the Indenture or of any
supplemental indenture thereto) such notice or such payment of such
interest or principal 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 or as if made on the date of maturity or
the date fixed for redemption or repayment, and no interest shall accrue
for the period from and after such date.  "Business Day" means, with
respect to this Section 11, a day of the year on which banks are not
required or authorized to close in New York City or Detroit, Michigan.

        SECTION 12.  This Supplemental Indenture and the Senior Note
Series A 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 13.  Detailed Description of Property Mortgaged: 

                                     I.

                     ELECTRIC GENERATING PLANTS AND DAMS

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

        Ownership interest of the Company in addition to the Ludington
Pumped Storage Plant, located in:

        Sections 10, 14 and 15, Township 17 North, Range 18 West, Summit
        Township and Section 3, Township 17 North, Range 18 West,
        Pere Marquette Township and Sections 24 and 34, Township 18 North,
        Range 18 West, Pere Marquette Township, all in Mason County,
        Michigan.

        Ownership interest of the Company in addition to the Campbell
Plant Site located in:

        Sections 10, 11 and 15, Township 6 North, Range 16 West,
        Port Sheldon Township, Ottawa County, Michigan.


                                     II.

                         ELECTRIC TRANSMISSION LINES

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


(a)  Transmission Lines:

      A complete transmission line commencing at the Fort Custer
Substation in the Northwest 1/4 of Section 32 and running Southwesterly to
the existing Lafayette Substation in the Southeast 1/4 of the Southwest
1/4 of Section 34, all in Township 1 North, Range 8 West, Bedford
Township, Calhoun County, Michigan, a distance of 2.4 miles.   138,000 kV

     A complete transmission line commencing at Eaton Rapids Municipal
Substation in the East 1/2 of the Northwest 1/4 of Section 34, Township 2
North, Range 3 West, Eaton Rapids Township, Eaton County, Michigan, and
running Southerly and Easterly to a point on the existing Broughwell-Kipp
Road transmission line in the Northwest 1/4 of the Northwest 1/4 of
Section 6, Township 1 North, Range 1 West, Leslie Township, Ingham County,
Michigan, a distance of 9.6 miles.                             138,000 kV
                                                               
     A complete transmission line commencing at Pavilion Substation in the
North 1/2 of the Northwest 1/4 of Section 6, Town 3 South, Range 10 West,
Pavilion Township, Kalamazoo County, running North and East to a point on
the existing Cork Street-Upjohn transmission line in the Southeast 1/4 of
the Southeast 1/4 of Section 32, Township 2 South, Range 10 West, Comstock
Township, Kalamazoo County, Michigan, a distance of 1.68 miles. 138,000 kV

     A complete transmission line commencing at Stonegate Substation in
the Southwest 1/4 of Section 16, Township 6 North, Range 12 West, City of
Grandville, Kent County, Michigan, and running Southerly to a point on the
existing Campbell-Buck Creek transmission line in the Southwest 1/4 of the
Southwest 1/4 of Section 5, Township 5 North, Range 12 West, Bryon
Township, Kent County, Michigan, a distance of 5.2 miles.      138,000 kV

     A complete transmission line commencing at the Lacks Substation in
the South 1/2 of the Southwest 1/4 of Section 25 and running generally
Southerly to a point on the existing Kendrick to East Paris-Plaster Creek
transmission line in the South 1/2 of the Southwest 1/4 of Section 25, all
in Township 6 North, Range 11 West, City of Kentwood, Kent County,
Michigan, a distance of .18 of a mile.                         138,000 kV

     A complete transmission line commencing at Diesel Tech Substation
located in the Northeast 1/4, Section 25 and running Southeasterly to a
point on the existing Kendrick-Campbell-Spaulding transmission line in the
Northeast 1/4 of Section 36, all in Township 6 North, Range 11 West, City
of Kentwood, Kent County, Michigan, a distance of .72 of a mile. 138,000 kV

     A complete transmission line commencing at the Gaines Substation in
the Northwest 1/4 of the Southeast 1/4 of Section 13, Township 5 North,
Range 11 West, Gaines Township, and running Northerly and Easterly to the
East Paris (Customer) Substation in the Northeast 1/4 of the Southwest 1/4
of Section 36, Township 6 North, Range 11 West, Paris Township, all in
Kent County, Michigan, a distance of 3.7 miles.
                                                               138,000 kV

     A complete transmission line commencing at the Plaster Creek
Substation in the Southwest 1/4 of the Southeast 1/4 of Section 26, and
running Southwesterly to a point on the Gaines-East Paris transmission
line in the North 1/2 of the Southwest 1/4 of Section 36, all in Township
6 North, Range 11 West, Paris Township, Kent County, Michigan, a distance
of 1.8 miles.                                                  138,000 kV

     A complete transmission line commencing at Chaffee Substation in the
Northeast 1/4 of Section 19, City of Wyoming and running Southerly and
Easterly to a point on the existing Beals Road-Broadmoor transmission line
in the Southwest 1/4 of the Southwest 1/4 of Section 29, City of Kentwood,
all in Township 6 North, Range 11 West, Kent County, Michigan, a distance
of 1.5 miles.                                                  138,000 kV

     A complete transmission line commencing at Beecher Substation in the
Southwest 1/4 of the Southeast 1/4 of Section 1 and running Westerly to
the Solvay Substation in the Northwest 1/4 of the Northeast 1/4 of Section
9, all in Township 7 South, Range 3 East, Madison Township, Lenawee
County, Michigan, a distance of 3.5 miles.                     138,000 kV

     A complete transmission line commencing at the Pere Marquette
Substation in the Northeast 1/4 of Section 20 and running Northerly and
Westerly to the existing Amber Substation in the Southeast 1/4 of Section
18, all in Township 18 North, Range 17 West, Amber Township, Mason County,
Michigan, a distance of 1.4 miles.                             138,000 kV

     A complete transmission line commencing at the Michigan Power
Substation in the Southeast 1/4 of Section 23 and running Easterly and
Northerly to the existing Pere Marquette Substation in the Northeast 1/4
of Section 20, all in Township 18 North, Range 17 West, Amber Township,
Mason County, Michigan, a distance of 3.5 miles.               138,000 kV

     A complete transmission line commencing at the Lorin Substation in
the Northwest 1/4 of the Northeast 1/4 of Section 33 and running Westerly
and Southerly to a point on the existing B. C. Cobb-Muskegon Heights #2
line in the Southeast 1/4 of the Northwest 1/4 of Section 33, all in
Township 10 North, Range 16 West, Muskegon Township, Muskegon County,
Michigan, a distance of 0.5 mile.
                                                               138,000 kV

     A complete transmission line commencing at the Northern Fibre
Substation in the Northeast 1/4 of the Northwest 1/4 of Section 32 and
running Easterly to a point on the existing Campbell to Black River line
in Section 34, all in Township 6 North, Range 15 West, Olive Township,
Ottawa County, Michigan, a distance of 2.25 miles.             138,000 KV

     A complete transmission line commencing at the Manlius Substation in
the Southeast 1/4 of the Southwest 1/4 of Section 10 and running Westerly
and Southerly to a point on the existing Beals Road to Scott Lake line in
the Northeast 1/4 of the Northwest 1/4 of Section 15, all in Township 3
North, Range 15 West, Manlius Township, Allegan County, Michigan, a
distance of .15 of a mile.                                     46,000 kV

     A complete transmission line commencing at the Williams Substation in
the Southwest 1/4 of the Northwest 1/4 of Section 34, Township 2 North,
Range 13 West, Allegan Township, and running generally Southerly and
Westerly to a point on the existing Scott Lake-Williams to Merson line in
the East 1/2 of the Southeast 1/4 of Section 8, Township 1 North, Range 13
West, Trowbridge Township, all in Allegan County, Michigan, a distance of
4 miles.                                                       46,000 kV

     A complete transmission line commencing at Antrim Substation and
running Northwesterly  to a point on the existing Elk Rapids transmission
line, all in the Northeast 1/4 of the Northwest 1/4 of Section 21,
Township 29 North, Range 9 West, Elk Rapids Township, Antrim County,
Michigan, a distance of .15 of a mile.                         46,000 kV

     A complete transmission line commencing at Caine Substation and
running Northerly to a point on the existing Kellogg-Post Cereal
transmission line, all in the Southwest 1/4 of the Northeast 1/4 of
Section 8, Township 2 South, Range 7 West, Emmett Township, Calhoun
County, Michigan, a distance of .12 of a mile.                 46,000 kV
     
     A complete transmission line commencing at Cellasto (Customer)
Substation in the Southwest 1/4 of the Northeast 1/4 of Section 26 and
running West and South to a point on the existing Verona-Marshall to EYT
transmission line in the Northeast 1/4 of the Southwest 1/4 of Section 26,
all in Township 2 South, Range 6 West, City of Marshall, Calhoun County,
Michigan, a distance of .15 of a mile.                         46,000 kV

     A complete transmission line commencing at the Cheney Limestone
(Customer) Substation and running Northwesterly to a point in the existing
Veronna-Bellevue transmission line, all in the Northeast 1/4 of Section
30, Township 1 North, Range 6 West, Bellevue Township, Eaton County,
Michigan, a distance of .4 miles.                              46,000 kV  

     A complete transmission line commencing at Bay Harbor Substation in
the East 1/2 of the Northwest 1/4 of Section 10, running Northeasterly and
Southeasterly to a point on the existing Penn Dixie Spur in the Southeast
1/4 of the Northeast 1/4 of Section 10, all in Township 34 North, Range 6
West, Resort Township, Emmet County, Michigan, a distance of .4 of a mile. 
46,000 kV

     A complete transmission line commencing at Beers Road Substation in
the Southwest 1/4 of the Southeast 1/4 of Section 13, Township 6 North,
Range 5 East, Gaines Township, Genesee County, Michigan, and running
Northerly to a point on the existing Dort-Flint-Hemphill transmission line
in the Southwest 1/4 of the Northwest 1/4 of Section 6, Township 6 North,
Range 6 East, Mundy Township, Genesee County, Michigan, a distance of 3.4
miles.                                                         46,000 kV

     A complete transmission line commencing at the Beveridge Substation
in the Northwest 1/4 of the Southeast 1/4 of Section 21, running Southerly
and Easterly to a point on the existing Beveridge-Van Slyke transmission
line located in the Southwest 1/4 of the Northeast 1/4 of Section 27, all
in Township 7 North, Range 6 East, Flint Township, Genesee County,
Michigan, a distance of 1.9 miles.                             46,000 kV

     A complete transmission line commencing at the Leslie Industrial
Substation in the Southwest 1/4 of the Northwest 1/4 of Section 27 and
running generally Westerly and Southerly to a point on the existing Mason-
Blackstone line in the Southwest 1/4 of Section 28, all in Township 1
North, Range 1 West, Leslie Township, Ingham County, Michigan, a distance
of 1.3 miles.                                                  46,000 kV

     A complete transmission line commencing at Certainteed Substation and
running Westerly and Southerly to a point on the existing Lefere Spur
transmission line, all in the Southwest 1/4 of the Northeast 1/4 of
Section 2, Township 3 South, Range 1 West, City of Jackson, Jackson
County, Michigan, a distance of .25 of a mile.                 46,000 kV

     A complete transmission line commencing at Tru-Turn Substation in the
Northeast 14 of the Southeast 1/4 of Section 36, Township 4 South, Range 4
West, Homer Township, Calhoun County, and running Easterly to a point on
the existing Concord to Rice Creek-Parma line in the North 1/2 of the
Southwest 1/4 of  Section 27, Township 3 South, Range 3 West, Concord
Township, Jackson County, Michigan, a distance of 4 miles.     46,000 kV

     A complete transmission line commencing at Kalamazoo Metal Substation
in the Northeast 1/4 of the Northwest 1/4 of Section 23, running
Northwesterly and Southwesterly to a pont on the existing Parkway Spur
transmission line in the Northeast 1/4 of the Northeast 1/4 of Section 22,
all in Township 2 South, Range 11 West, Kalamazoo Township, Kalamazoo
County, Michigan, a distance of .6 of a mile.
                                                               46,000 kV

     A complete transmission line commencing at McClain Substation and
running Easterly and Northerly to a point on the existing Morrow-Phillips
transmission line, all in the Southeast 1/4 of Section 30, Township 2
South, Range 10 West, Comstock Township, Kalamazoo County, Michigan, a
distance of .5 of a mile.
                                                               46,000 kV

     A complete transmission line commencing at Clay Substation and
running Northerly to a point on the existing Beals Road-Scott Lake
transmission line, all in the Southeast 1/4 of the Southwest 1/4 of
Section 25, Township 6 North, Range 12 West, Wyoming Township, Kent
County, Michigan, a distance of .62 of a mile.                 46,000 kV

     A complete transmission line commencing at Lee Street Substation and
running Southeasterly to a point on the existing Beals Road-Wealthy
transmission line, all in the Northeast 1/4 of the Southeast 1/4 of
Section 2, Township 6 North, Range 12 West, Wyoming Township, Kent County,
Michigan, a distance of .3 of a mile.                          46,000 kV

     A complete transmission line commencing at Seneca Substation in the
Southwest 1/4 of the Northeast 1/4 of Section 7, Township 8 South, Range 2
East, Seneca Township, Lenawee County, Michigan, and running Westerly to a
point on the existing Morenci Spur transmission line in the Southeast 1/4
of the Northeast 1/4 of Section 12, Township 8 South, Range 1 East, Medina
Township, Lenawee County, Michigan, a distance of .6 of a mile. 46,000 kV

     A complete transmission line commencing at Klar Customer Substation
and running Southerly and Easterly to a point on the existing Amber-
Washington transmission line, all in the Northeast 1/4 of the Southeast
1/4 of Section 23, Township 18 North, Range 18 West, Pere Marquette
Township, Mason County, Michigan, a distance of .2 of mile.    46,000 kV

     A complete transmission line commencing at the Mona Lake Spur in the
Southeast 1/4 of the Northwest 1/4 of Section 16, Township 9 North, Range
16 West, Fruitport Township, and running generally Northwesterly to a
point on the existing Muskegon Heights-Maple Grove line in the South 1/2
of Section 31, Township 10 North, Range 16 West, City of Muskegon Heights,
all in Muskegon County, Michigan, a distance of 3.5 miles.     46,000 kV

     A complete transmission line commencing at a point on the Mona View
Spur and running West to a point on the Norton Spur, all in the North 1/2
of Section 21, Township 9 North, Range 16 West, Fruitport Township,
Muskegon County, a distance of .2 miles.                       46,000 kV

     A complete transmission line commencing at the Ottawa Generating
Substation in the Southwest 1/4 of the Southeast 1/4 of Section 27 and
running Easterly and Northerly to a point on the existing Rochester
Products-Four Mile line in the North 1/2 of Section 26, all in Township 8
North, Range 14 West, Polkton Township, Ottawa County, Michigan, a
distance of 2.5 miles.                                         46,000 kV

     A complete transmission line commencing at the Landwer Substation in
the Southeast 1/4 of the Southwest 1/4 of Section 4 and running Northerly
to a point on the existing Taft Spur taps Norton to Muskegon Heights-
Cleveland line in the Northeast 1/4 of Section 4, all in Township 8 North,
Range 16 West, Spring Lake Township, Ottawa County, Michigan, a distance
of .5 of a mile.                                               46,000 kV

     A complete transmission line commencing at the Logistic Substation in
the Southwest 1/4 of the Southeast 1/4 of Section 17 and running Easterly
and Northerly to a point on the existing Ransom-Black River line in the
West 1/2 of the West 1/2 of Section 16, all in Township 5 North, Range 14
West, Zeeland Township, Ottawa County, Michigan, a distance of 1.5 miles. 
46,000 kV

     A complete transmission line commencing at Parr Road Substation in
the Northeast 1/4 of the Northwest 1/4 of Section 1, running Southerly and
Southwesterly to a point on the existing Cement City-Manchester
transmission line in the Southwest 1/4 of the Southeast 1/4 of Section 11,
all in Township 5 South, Range 3 East, Manchester Township, Washtenaw
County, Michigan, a distance of 2.75 miles.
                                                               46,000 kV

b)   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,
as follows:

     A complete transmission line commencing at Silbond Substation located
in the Southwest 1/4, Section 17, Township 8 South, Range 3 East,
Fairfield Township, Lenawee County, Michigan and running Northerly and
Easterly to Fairfield Substation in the Northeast 1/4 of Section 32,
Township 7 South, Range 3 East, Madison Township, Lenawee County,
Michigan, a distance of 4.0 miles.                             46,000 kV


                                    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, including, in the State of Michigan, systems in or near the
cities, villages and townships named in the following tabulation.  Such
electric distribution systems are or may be operated by authority of
certain state or legislative grants and/or of certain local franchises
granted by the governing bodies of said cities, villages and townships,
which grants or franchises include the following:

WHERE LOCAL FRANCHISE EXISTS,
   CITY, VILLAGE OR TOWNSHIP                 ITS EFFECTIVE DATE        

Alcona County
   Township of Alcona       . . . . . . .       April 20, 1995      Renewal
Alcona County
   Township of Caledonia    . . . . . . .        July 20, 1995      Renewal
Alcona County
   Township of Curtis       . . . . . . .        June 22, 1995      Renewal
Alcona County
   Township of Mitchell     . . . . . . .         May 11, 1995      Renewal
Allegan County              
   Township of Leighton     . . . . . . .     January 20, 1994      Renewal
Allegan County
   City of Plainwell        . . . . . . .       April 16, 1995      Renewal
Allegan County
   Township of Valley       . . . . . . .       March 22, 1996      Renewal
Arenac County
   Township of Adams        . . . . . . .        June 15, 1995      Renewal
Arenac County
   Township of Arenac       . . . . . . .      August 11, 1993      Renewal
Arenac County
   Township of Clayton      . . . . . . .   September 21, 1995      Renewal
Arenac County
   Township of Deep River   . . . . . . .     January 18, 1996      Renewal
Arenac County
   Township of Mason        . . . . . . .    December 21, 1995      Renewal
Arenac County
   Township of Moffatt      . . . . . . .     January 18, 1996      Renewal
Arenac County
   Township of Turner       . . . . . . .   September 21, 1995      Renewal
Arenac County
   Township of Whitney      . . . . . . .      August 24, 1995      Renewal
Bay County
   Township of Beaver       . . . . . . .    November 17, 1995      Renewal
Bay County
   Township of Fraser       . . . . . . .        July 20, 1995      Renewal
Bay County
   Township of Gibson       . . . . . . .     October 19, 1995      Renewal
Bay County
   Township of Kawkawlin    . . . . . . .   September 29, 1995      Renewal
Bay County
   Township of Monitor      . . . . . . .   September 11, 1995      Renewal
Bay County
   Township of Mount Forest . . . . . . .   September 21, 1995      Renewal
Bay County
   Township of Pinconning   . . . . . . .   September 21, 1995      Renewal
Bay County
   Township of Portsmouth   . . . . . . .     October 22, 1993      Renewal
Benzie County
   Township of Benzonia     . . . . . . .     January 20, 1994      Renewal
Benzie County
   Village of Benzonia      . . . . . . .        March 3, 1994      Renewal
Benzie County
   Village of Beulah        . . . . . . .    February 24, 1994      Renewal
Benzie County
   Township of Blaine       . . . . . . .     January 13, 1994      Renewal


<PAGE>  

WHERE LOCAL FRANCHISE EXISTS,
   CITY, VILLAGE OR TOWNSHIP              ITS EFFECTIVE DATE        

Benzie County
   Village of Elberta       . . . . . . .     December 8, 1994      Renewal
Benzie County
   Township of Gilmore      . . . . . . .    February 17, 1994      Renewal
Benzie County
   Township of Homestead    . . . . . . .    December 16, 1993      Renewal
Benzie County
   Village of Honor         . . . . . . .    February 17. 1994      Renewal
Benzie County
   Township of Joyfield     . . . . . . .     January 13, 1994      Renewal
Benzie County
   Township of Lake         . . . . . . .    February 17, 1994      Renewal
Benzie County
   Township of Platte       . . . . . . .     January 13, 1994      Renewal
Branch County
   City of Bronson          . . . . . . .       April 12, 1996      Renewal
Branch County
   Township of Union        . . . . . . .    December 24, 1994      Renewal
Calhoun County
   Township of Convis       . . . . . . .     October 21, 1995      Renewal
Calhoun County
   Township of Marshall     . . . . . . .    September 6, 1995      Renewal
Charlevoix County
   Township of Charlevoix   . . . . . . .       April 21, 1995      Renewal
   (A portion of Twp)
Charlevoix County
   Township of Hayes        . . . . . . .        June 20, 1995      Renewal
Clare County
   City of Harrison         . . . . . . .        March 8, 1996      Renewal
Clare County
   Township of Sheridan     . . . . . . .     January 26, 1994      Renewal
Clinton County
   Township of Bath         . . . . . . .    February 27, 1996      Renewal
Clinton County
   Township of DeWitt       . . . . . . .      October 3, 1995      Renewal
Clinton County
   Township of Victor       . . . . . . .    February 20, 1996      Renewal
Eaton County
   Township of Bellevue     . . . . . . .        July 26, 1995      Renewal
Eaton County
   Township of Benton       . . . . . . .      August 23, 1995      Renewal
Eaton County
   Township of Brookfield   . . . . . . .      August 16, 1995      Renewal
Eaton County
   Township of Carmel       . . . . . . .      August 30, 1995      Renewal
Eaton County
   Township of Eaton        . . . . . . .      August 13, 1995      Renewal
Eaton County
   Township of Hamlin       . . . . . . .       April 22, 1996      Renewal
Eaton County
   Township of Walton       . . . . . . .      August 16, 1995      Renewal
Eaton County
   Township of Windsor      . . . . . . .        March 7, 1996      Renewal
Genesee County
   Township of Flint        . . . . . . .        April 1, 1996      Renewal
Genesee County
   Township of Genesee      . . . . . . .       March 27, 1996      Renewal
Genesee County
   Township of Mount Morris . . . . . . .     January 12, 1996      Renewal
Genesee County
   City of Swartz Creek     . . . . . . .     October 14, 1996      Renewal
Gladwin County
   Township of Beaverton    . . . . . . .     January 19, 1995      Renewal
Gladwin County
   Township of Bentley      . . . . . . .   September 21, 1995      Renewal
Gladwin County
   Township of Billings     . . . . . . .    December 21, 1995      Renewal
Gladwin County
   Township of Butman       . . . . . . .    December 21, 1995      Renewal
Gladwin County
   City of Gladwin          . . . . . . .   September 23, 1993      Renewal
Gladwin County
   Township of Grim         . . . . . . .    December 21, 1995      Renewal
Gladwin County
   Township of Hay          . . . . . . .    February 22, 1996      Renewal
Gladwin County
   Township of Sherman      . . . . . . .     January 25, 1996      Renewal
Gratiot County
   Township of Arcada       . . . . . . .       March 18, 1994      Renewal
Gratiot County
   Township of New Haven    . . . . . . .     October 20, 1995      Renewal
Gratiot County
   City of Saint Louis      . . . . . . .        June 14, 1997      Renewal

<PAGE>  

WHERE LOCAL FRANCHISE EXISTS,
   CITY, VILLAGE OR TOWNSHIP              ITS EFFECTIVE DATE        

Hillsdale County
   Township of Cambria      . . . . . . .        July 28, 1995      Renewal
Hillsdale County
   Township of Camden       . . . . . . .     October 27, 1995      Renewal
Hillsdale County
   Village of Camden        . . . . . . .   September 21, 1995      Renewal
Hillsdale County
   Township of Hillsdale    . . . . . . .         June 5, 1997      Renewal
Hillsdale County
   Village of Montgomery    . . . . . . .      August 11, 1995      Renewal
Hillsdale County
   Township of Woodbridge   . . . . . . .       March 16, 1996      Renewal
Ingham County
   Township of Lansing      . . . . . . .        March 9, 1996      Renewal
Ionia County
   Township of Berlin       . . . . . . .   September 18, 1995      Renewal
Iosco County
   Township of Alabaster    . . . . . . .     October 19, 1995      Renewal
Iosco County
   Township of Baldwin      . . . . . . .        July 20, 1995      Renewal
Iosco County
   Township of Burleigh     . . . . . . .     October 12, 1995      Renewal
Iosco County
   Township of Grant        . . . . . . .    February 15, 1996      Renewal
Iosco County
   Township of Tawas        . . . . . . .      August 24, 1995      Renewal
Iosco County
   Township of Wilber       . . . . . . .    December 14, 1995      Renewal
Isabella County
   Township of Coe          . . . . . . .      August 24, 1995      Renewal
Isabella County
   Township of Lincoln      . . . . . . .      August 18, 1995      Renewal
Jackson County
   Township of Rives        . . . . . . .      August 16, 1995      Renewal
Jackson County
   Township of Sandstone    . . . . . . .      January 9, 1995      Renewal
Kent County
   Township of Ada          . . . . . . .       March 10, 1996      Renewal
Kent County
   Township of Courtland    . . . . . . .    February 21, 1996      Renewal
Kent County
   Township of Nelson       . . . . . . .    February 28, 1996      Renewal
Kent County
   Township of Oakfield     . . . . . . .       April 23, 1996      Renewal
Kent County
   Township of Tyrone       . . . . . . .       April 24, 1996      Renewal
Lake County
   Township of Chase        . . . . . . .       March 22, 1996      Renewal
Lake County
   Township of Dover        . . . . . . .       March 22, 1996      Renewal
Lake County
   Township of Ellsworth    . . . . . . .     January 26, 1996      Renewal
Lake County
   Village of Luther        . . . . . . .        March 1, 1996      Renewal
Lake County
   Township of Newkirk      . . . . . . .     January 26, 1996      Renewal
Leelanau County
   Township of Cleveland    . . . . . . .    November 19, 1993      Renewal
Leelanau County
   Township of Empire       . . . . . . .       August 6, 1993      Renewal
Leelanau County
   Village of Empire        . . . . . . .     October 29, 1993      Renewal
Leelanau County
   Township of Glen Arbor   . . . . . . .    November 26, 1993      Renewal
Leelanau County
   Township of Kasson       . . . . . . .    December 17, 1993      Renewal
Livingston County
   Township of Iosco        . . . . . . .         May 29, 1997      New
   (A portion of Twp)
Manistee County
   Township of Arcadia      . . . . . . .     December 2, 1993      Renewal
Manistee County
   Township of Bear Lake    . . . . . . .    November 25, 1993      Renewal
Manistee County
   Village of Bear Lake     . . . . . . .     January 27, 1994      Renewal
Manistee County
   Township of Brown        . . . . . . .      August 18, 1995      Renewal
Manistee County
   Township of Marilla      . . . . . . .       April 21, 1996      Renewal
Manistee County
   Township of Pleasanton   . . . . . . .    November 18, 1993      Renewal
Mecosta County
   Township of Mecosta      . . . . . . .    December 21, 1995      Renewal

<PAGE>  

WHERE LOCAL FRANCHISE EXISTS,
   CITY, VILLAGE OR TOWNSHIP              ITS EFFECTIVE DATE        

Midland County
   Township of Geneva       . . . . . . .    December 22, 1993      Renewal
Midland County
   Township of Greendale    . . . . . . .   September 24, 1995      Renewal
Midland County
   Township of Larkin       . . . . . . .        July 23, 1993      Renewal
Midland County
   Township of Lee          . . . . . . .     January 20, 1994      Renewal
Midland County
   Township of Mills        . . . . . . .   September 21, 1995      Renewal
Midland County
   Township of Porter       . . . . . . .    December 12, 1993      Renewal
Midland County
   Township of Warren       . . . . . . .        March 1, 1996      Renewal
Missaukee  County
   Township of Aetna        . . . . . . .    September 7, 1993      Renewal
Missaukee County
   Township of Butterfield  . . . . . . .       March 26, 1996      Renewal
Missaukee County
   Township of Enterprise   . . . . . . .        March 5, 1996      Renewal
Monroe County
   Township of Summerfield  . . . . . . .     December 9, 1994      New
   (A portion of Twp)
Montcalm County
   Township of Ferris       . . . . . . .     October 17, 1995      Renewal
Muskegon County
   Township of Casnovia     . . . . . . .     January 17, 1996      Renewal
Muskegon County
   Township of Egelston     . . . . . . .      August 12, 1996      Renewal
Muskegon County
   Township of Fruitland    . . . . . . .   September 26, 1995      Renewal
Muskegon County
   Township of Laketon      . . . . . . .        June 18, 1995      Renewal
Muskegon County
   Township of Moorland     . . . . . . .       April 12, 1996      Renewal
Muskegon County
   City of Norton Shores    . . . . . . .         July 8, 1995      Renewal
Muskegon County
   City of Roosevelt Park   . . . . . . .       March 27, 1996      Renewal
Muskegon County
   Township of Sullivan     . . . . . . .      August 18, 1996      Renewal
Newaygo County
   Township of Ashland      . . . . . . .    November 16, 1995      Renewal
Newaygo County
   Township of Bridgeton    . . . . . . .    November 23, 1995      Renewal
Newaygo County
   Township of Brooks       . . . . . . .      August 31, 1995      Renewal
Newaygo County
   Township of Croton       . . . . . . .        July 20, 1995      Renewal
Newaygo County
   Township of Ensley       . . . . . . .         May 23, 1996      Renewal
Newaygo County
   Township of Garfield     . . . . . . .        June 22, 1995      Renewal
Newaygo County
   Township of Grant        . . . . . . .      August 15, 1996      Renewal
Ogemaw County
   Township of Edwards      . . . . . . .        June 23, 1995      Renewal
Ogemaw County
   Township of Goodar       . . . . . . .        June 30, 1995      Renewal
Ogemaw County
   Township of Hill         . . . . . . .     January 19, 1996      Renewal
Ogemaw County
   Township of Ogemaw       . . . . . . .        June 16, 1995      Renewal
Ogemaw County
   Township of Rose         . . . . . . .     January 19, 1996      Renewal
Osceola County
   Township of Hartwick     . . . . . . .    December 14, 1995      Renewal
Osceola County
   Village of Hersey        . . . . . . .    December 29, 1995      Renewal
Osceola County
   Township of Highland     . . . . . . .     January 20, 1996      Renewal
Osceola County
   Township of Lincoln      . . . . . . .    February 18, 1996      Renewal
Osceola County
   Township of Rose Lake    . . . . . . .        April 9, 1996      Renewal
Osceola County
   Township of Sherman      . . . . . . .       March 19, 1996      Renewal
Oscoda County
   Township of Big Creek    . . . . . . .       April 12, 1995      Renewal
Oscoda County
   Township of Clinton      . . . . . . .        April 5, 1995      Renewal
Oscoda County
   Township of Comins       . . . . . . .         May 31, 1995      Renewal

<PAGE>  

WHERE LOCAL FRANCHISE EXISTS,
   CITY, VILLAGE OR TOWNSHIP              ITS EFFECTIVE DATE        

Oscoda County
   Township of Elmer        . . . . . . .       April 26, 1995      Renewal
Oscoda County
   Township of Mentor       . . . . . . .         May 24, 1995      Renewal
Ottawa County
   Township of Grand Haven  . . . . . . .       March 16, 1996      Renewal
Ottawa County
   Township of Park         . . . . . . .     January 22, 1996      Renewal
Ottawa County
   Township of Robinson     . . . . . . .    February 25, 1996      Renewal
Roscommon County
   Township of Lake         . . . . . . .        March 8, 1996      Renewal
Saginaw County
   Township of Birch Run    . . . . . . .     January 18, 1996      Renewal
Saginaw County
   Township of Brady        . . . . . . .    December 11, 1995      Renewal
Saginaw County
   Township of Brant        . . . . . . .         May 15, 1995      Renewal
Saginaw County
   Township of Carrollton   . . . . . . .       April 11, 1997      Renewal
Saginaw County
   Township of Fremont      . . . . . . .       April 16, 1996      Renewal
Saginaw County
   Township of James        . . . . . . .       March 21, 1996      Renewal
Saginaw County
   Township of Lakefield    . . . . . . .       March 26, 1996      Renewal
Saginaw County
   Township of Marion       . . . . . . .       March 19, 1996      Renewal
Saginaw County
   Township of Spaulding    . . . . . . .     December 2, 1995      Renewal
Saginaw County
   Township of Tittabawassee. . . . . . .      August 15, 1993      Renewal
Saginaw County
   Township of Zilwaukee    . . . . . . .        June 21, 1997      Renewal
Saint Joseph County
   Village of Burr Oak      . . . . . . .     February 8, 1996      Renewal
Saint Joseph County
   Township of Florence     . . . . . . .    February 27, 1996      Renewal
Shiawassee County
   Township of Bennington   . . . . . . .    December 23, 1995      Renewal
Shiawassee County
   Township of Owosso       . . . . . . .        March 2, 1996      Renewal
Shiawassee County
   Township of Sciota       . . . . . . .    February 24, 1996      Renewal
Tuscola County
   Township of Arbela       . . . . . . .    February 22, 1996      Renewal
Wexford County
   Township of Antioch      . . . . . . .       March 21, 1996      Renewal
Wexford County
   Township of Cherry Grove . . . . . . .       March 29, 1996      Renewal
Wexford County
   Township of Clam Lake    . . . . . . .     January 20, 1996      Renewal
Wexford County
   Township of Colfax       . . . . . . .        April 5, 1996      Renewal
Wexford County
   Township of Haring       . . . . . . .    February 16, 1996      Renewal


                                     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,
including the following described property located in the State of
Michigan and in or near the cities, townships and communities named:


(a)  Substations and Switching Stations:

       Perrigo Substation located on property of Perrigo Company, North of
114th Street in the East 1/2 of the Southwest 1/4 of Section 27, Township
6 North, Range 11 West, Allegan Township, Allegan County, Michigan

       Swan Creek Substation located on the West side of 44th Street in
the Southeast 1/4 of the Southeast 1/4 of the Northeast 1/4 of Section 8,
Township 1 North, Range 14 West, Cheshire Township, Allegan County,
Michigan.

       Aubil Lake Substation located on the South side of 140th Avenue and
West of Patterson Road in the Northwest 1/4 of the Northwest 1/4 of the
Northeast 1/4 of Section 25, Township 4 North, Range 11 West, Leighton
Township, Allegan County, Michigan.

       New Richmond Substation located on the South side of 132nd Avenue
in the Northeast 1/4 of the Northwest 1/4 of Section 18, Township 3 North,
Range 15 West, Manlius Township, Allegan County, Michigan.

       Geneva Substation located East of Highway US-31 and North of
129th Avenue (Bradley) in the Southwest 1/4 of the Northeast 1/4 of
Section 19, Township 3 North, Range 11 West, Wayland Township, Allegan
County, Michigan.

       Wayland II Substation located North of Sycamore Street in the
Northeast 1/4 of the Southeast 1/4 of Section 6, Township 3 North,
Range 11 West, Wayland Township, Allegan County, Michigan.

       MSI Substation located on property of MSI Battle Creek Stamping,
South of "F" Drive, North, and North of the Penn Central Railroad, in the
Northwest 1/4 of the Northwest 1/4 of Section 23, Township 2 South,
Range 7 West, Emmett Township, Calhoun County, Michigan.

       Boyne Mountain Substation located on property of Boyne USA Inc. in
the Southeast 1/4 of the Northwest 1/4 of Section 16, Township 32 North,
Range 5 West, Boyne Valley Township, Charlevoix County, Michigan.

       Beaver Creek Substation located South of Four Mile Road in the
Northwest 1/4 of the Northeast 1/4 of Section 5, Township 25 North,
Range 3 West, Beaver Creek Township, Crawford County, Michigan.

       Georgia Pacific Substation located on property of Georgia-Pacific
Company on the South side of County Road No. 76 (Four Mile Road), on the
West side of the Penn Central Railroad right of way in the Northeast 1/4
of the Northeast 1/4 of Section 5, Township 25 North, Range 3 West, Beaver
Creek Township, Crawford County, Michigan.

       Jordan Iron Substation located on property of Jordan Iron Works,
North of Nichols Street and West of Main Street in the Northwest 1/4 of
the Northeast 1/4 of Section 23, Township 32 North, Range 7 West, City of
East Jordan, Charlevoix County, Michigan.

       Cochran Substation located West of I-69 and North of Kalamo Road in
the West 1/2 of the Southeast 1/4 of Section 19, Township 2 North, Range 4
West, Eaton Township, Eaton County, Michigan.

       Canal Substation located on property of the State of Michigan,
Northwesterly of the Grand Trunk Western Railroad right of way in the
Northeast corner of the Northeast 1/4 of the Southwest 1/4 of Section 4,
Township 3 North, Range 3 West, Windsor Township, Eaton County, Michigan.

       Atherton Substation located on the South side of Atherton Road and
East of Cuthbertson Road in the Northwest 1/4 of the Northeast 1/4 of
Section 30, Township 7 North, Range 7 East, City of Flint, Genesee County,
Michigan.

       Calkins Substation Addition located East of Linden Road and South
of Calkins Road in the Northwest 1/4 of the Northwest 1/4 of Section 16,
Township 7 North, Range 6 East, Flint Township, Genesee County, Michigan.

       Bishop Substation located South of Bristol Road and West of Torrey
Road in the Northeast 1/4 of the Northeast 1/4 of Section 35, Township 7
North, Range 6 East, Flint Township, Genesee County, Michigan.

       Grand Blanc BOC Substation located on property of General Motors
Corporation, East of Dort Highway, North of Reid Road and South of Hill
Road in the South 1/2 of the Southwest 1/4 of the Southwest 1/4 of Section
9, Township 6 North, Range 7 East, Grand Blanc Township, Genesee County,
Michigan.

       Blinton Substation located on the South side of Baldwin Road and
East of McWain Road in the Northeast corner of the Northeast 1/4 of
Section 32, Township 6 North, Range 7 East, Grand Blanc Township, Genesee
County, Michigan.

       Swartz Creek Substation Addition located on Lots 24 and 25 of
Houston-Miller-Chambers Plat No. 1, a subdivision in the Northwest 1/4 of
Section 1, Township 6 North, Range 5 East, City of Swartz Creek, Genesee
County, Michigan.

       Gladwin Machine Substation located on property of Gladwin Machine
Products, South of Webber Road in the Northeast 1/4 of the Northwest 1/4
of Section 6, Township 18 North, Range 1 West, Buckeye Township, Gladwin
County, Michigan.

       Lako Substation located on property of Lako Products, South of
Webber Road in the Northwest 1/4 of the Northeast 1/4 of Section 6,
Township 18 North, Range 1 West, Buckeye Township, Gladwin County,
Michigan.

       Hammond Road Substation located South of Hammond Road, East of
Garfield Road and North of Emerson Road in the Northwest 1/4 of the
Northwest 1/4 of Section 25, Township 27 North, Range 11 West, Garfield
Township, Grand Traverse County, Michigan.

       East Bay Substation located on Lot 6 of Oakwood Addition to the
City of Traverse City in the Southwest 1/4 of the Northwest 1/4 of Section
12, Township 27 North, Range 11 West, Garfield Township, Grand Traverse
County, Michigan.

       Alma Products Substation located on property of Alma Products,
North of Williams Street and West of Florida Avenue, in the Southwest 1/4
of the Northeast 1/4 of Section 35, Township 12 North, Range 3 West, City
of Alma, Gratiot County, Michigan.

       Refinery Substation located South of Superior Street and East of
Elmwood Street in the Northwest 1/4 of the Northeast 1/4 of Section 2,
Township 11 North, Range 3 West, Arcada Township, Gratiot County,
Michigan.

       Knowles Road Substation located on property of Quincy Stamping and
Manufacturing Company, West of Knowles Road and East of the Penn Central
Railroad, in the Southeast 1/4 of the Northwest 1/4 of Section 10,
Township 6 South, Range 2 West, Adams Township, Hillsdale County,
Michigan.

       Dexter Trail Substation Site located East of Dexter Trail in the
Northwest 1/4 of the Southwest 1/4 of Section 6, Township 1 North, Range 2
East, Stockbridge Township, Ingham County, Michigan.

       American Bumper Substation located on property of American Bumper
and Manufacturing in the South 1/2 of the Southwest 1/4 of Section 21,
Township 7 North, Range 6 West, Ionia Township, Ionia County, Michigan.

       Herbruck Foods Substation located on property of Herbruck Foods,
North of Bonanza Street and West of Jordan Lake Road, in the Southeast 1/4
of the Northeast 1/4 of Section 28, Township 5 North, Range 7 West, Odessa
Township, Ionia County, Michigan.

       Bluegrass Substation located in the Northwest 1/4 of the
Southwest 1/4 of Section 30, Township 14 North, Range 3 West, Chippewa
Township, Isabella County, Michigan.

       Jackson RCF Substation located on property of the State Prison of
Southern Michigan, South of Parnall Road in the Northeast 1/4 of Section
23, Township 2 South, Range 1 West, Blackman Township, Jackson County,
Michigan.

       Dial Machine Substation located on property of Dial Machine and
Tool Company, South of Michigan Avenue, North of Main Street and East of
Oak Grove in the Southeast 1/4 of the Southwest 1/4 of Section 32,
Township 2 South, Range 1 West, Blackman Township, Jackson County,
Michigan.

       Leroy Street Substation located on property of Junction
Manufacturing Company, North of Leroy Street and East of Horton Street, in
the Southwest 1/4 of the Northeast 1/4 of Section 36, Township 2 South,
Range 1 West, City of Jackson, Jackson County, Michigan.

       Junction Manufacturing Substation located on property of Junction
Manufacturing Company, Northeast of Rives Eaton Road and North of Perrine
Road, in the West 1/2 of the Southwest 1/4 of Section 8, Township 1 South,
Range 1 West, Rives Township, Jackson County, Michigan.

       Denso Jackson Substation located on property of Nippondenso
Manufacturing USA, Incorporated, South of Highway I-94 and West of Dearing
Road, in the Southeast 1/4 of the Southeast 1/4 of Section 28, Township 2
South, Range 2 West, Sandstone Township, Jackson County, Michigan.

       Worthington Substation located on property of Worthington
Industries, East of US-127, South of McDevitt Avenue and West of Conrail
Railroad, in the Southeast 1/4 of the Southeast 1/4 of Section 24,
Township 3 South, Range 1 West, Summit Township, Jackson County, Michigan.

       Twilight Substation located South of M-43 and East of 26th Street,
in the Northwest 1/4 of the Southwest 1/4 of Section 5, Township 2 South,
Range 10 West, Comstock Township, Kalamazoo County, Michigan.

       Hull Street Substation located North of Hull Street and East of
Division Avenue, in the Northeast 1/4 of the Northwest 1/4 of Section 7,
Township 9 North, Range 11 West, Algoma Township, Kent County, Michigan.

       Division Substation located South of 84th Street and East of
Highway US-131, in the Northeast 1/4 of the Northeast 1/4 of Section 24,
Township 5 North, Range 12 West, Byron Township, Kent County, Michigan.

       Cannon Substation located East of US-131 and South of Ten Mile
Road, in the South 1/2 of the Northwest 1/4 of Section 6, Township 8
North, Range 10 West, Cannon Township, Kent County, Michigan.

       Kendrick Substation located North of 52nd Street and West of Kraft
Avenue, in the Southwest 1/4 of the Southeast 1/4 of Section 30, Township
6 North, Range 10 West, Cascade Township, Kent County, Michigan.

       Dutton Substation Site located South of 68th Street in the
Northwest 1/4 of the Northeast 1/4 of Section 9, Township 5 North, Range
11 West, Gaines Township, Kent County, Michigan.

       Grand Rapids Pumping Substation located on property of the City of
Grand Rapids, North of the Chesapeake and Ohio Railroad, and South of
Market Street, in the Southeast 1/4 of the Northeast 1/4 of Section 35,
Township 7 North, Range 12 West, City of Grand Rapids, Kent County,
Michigan.

       Burton Pumping Substation located on property of the City of
Grand Rapids in the South 1/2 of the Southwest 1/4 of the Southeast 1/4 of
Section 6, Township 6 North, Range 12 West, Walker Township, Kent County,
Michigan.

       United Parcel Substation located on the West side of Clyde Park
Avenue in the Northeast 1/4 of the Southeast 1/4 of Section 35, Township 6
North, Range 12 West, City of Wyoming, Kent County, Michigan.

       Suttons Bay Substation located West of East Pine View Street in the
Northeast 1/4 of the Northwest 1/4 of Section 33, Township 30 North, Range
11 West, Suttons Bay Township, Leelanau County, Michigan.

       Ervin Substation located on property of Ervin Industries located on
Lot 20 of Industrial Park No. 1, a subdivision of part of the North 1/2 of
the Northwest 1/4 of Section 3, Township 6 South, Range 4 East, Raisin
Township, Lenawee County, Michigan.

       Semrec Metering Substation located on property of Southeastern
Michigan Rural Electric Cooperative, South of Sutton Road and West of
Wilmoth Road, in the Northeast 1/4 of the Northeast 1/4 of Section 20,
Township 6 South, Range 4 East, Raisin Township, Lenawee County, Michigan.

       Lenawee Stamping Substation located on property of Lenawee
Stamping,  South of Highway M-50 in the Northwest 1/4 of the Southwest 1/4
of Section 35, Township 5 South, Range 4 East, Tecumseh Township, Lenawee
County, Michigan.

       Sun Exploration Substation located on property of Sun Exploration
and Production Company, North of Highway M-20 and East of County Line
Road, in the Southwest 1/4 of the Southwest 1/4 of Section 7, Township 14
North, Range 2 West, Greendale Township, Midland County, Michigan.

       Letts Road Substation located North of Letts Road and East of
Jefferson Road, in the Southeast corner of the Southeast 1/4 of the
Southwest 1/4 of Section 27, Township 15 North, Range 2 East, Larkin
Township, Midland County, Michigan.

       Dearborn Machine Substation located on property of Dearborn Machine
Company, West of Scharmer Drive, South of Wilcox Street and East of
Whitbeck Road, in the Southwest 1/4 of the Northwest 1/4 of Section 29,
Township 12 North, Range 17 West, City of Montague, Muskegon County,
Michigan.

       Hyde Park Substation located North of Tyler Road and East of Hyde
Park Road, in the Southwest 1/4 of the Northwest 1/4 of Section 30,
Township 11 North, Range 16 West, Dalton Township, Muskegon County,
Michigan.

       Latimer Substation located West of Sheridan Road in the
Southeast 1/4 of the Northeast 1/4 of Section 34, Township 10 North, Range
16 West, City of Muskegon Heights, Muskegon County, Michigan.

       Muskegon Prison Substation located on property of Muskegon Regional
Correctional Facility in the Southeast 1/4 of the Southwest 1/4 of Section
35, Township 10 North, Range 16 West, City of Muskegon, Muskegon County,
Michigan.

       Becker Substation located West of Getty Road and North of Highway
M-20 (Holton Road), in the Northwest 1/4 of the Southeast 1/4 of
Section 5, Township 10 North, Range 16 West, Muskegon Township, Muskegon
County, Michigan.

       Cannon Muskegon Substation located on property of Cannon Muskegon
Corporation, East of Lincoln Street in the Northwest 1/4 of the Southwest
1/4 of the Northwest 1/4 of Section 2, Township 9 North, Range 17 West,
City of Norton Shores, Muskegon County, Michigan.

       Hickory Substation located West of Grand Haven Road, North of
Wilson East Road and South of Judson Road, in the North 1/2 of the
Southwest 1/4 of Section 33, Township 9 North, Range 16 West, City
of Norton Shores, Muskegon County, Michigan.

       Leprino Foods Substation located on property of Leprino Foods, East
of 48th Avenue and South of Rich Street, in the Northwest 1/4 of the
Southwest 1/4 of Section 19, Township 7 North, Range 13 West, Allendale
Township, Ottawa County, Michigan.

       Nicholas Substation located on property of Nicholas Plastics, Inc.,
North of Rich Street and West of 46th Avenue, in the Southwest 1/4 of the
Northwest 1/4 of Section 19, Township 7 North, Range 13 West, Allendale
Township, Ottawa County, Michigan.

       Hudsonville Substation Addition located on part of Lot 33 of
Ohlman's Assessors Plat #1 in the Southeast 1/4 of the Northeast 1/4 of
Section 32, City of Hudsonville, Ottawa County, Michigan.

       Taft Street Substation Site located North of Taft Street, East of
the Chesapeake and Ohio Railway and West of Highway US-31, in the
Southwest 1/4 of the Southeast 1/4 of Section 4, Township 8 North, Range
16 West, Spring Lake Township, Ottawa County, Michigan.

       Wire Products Substation located on the South side of Industrial
Park Drive and East of 72nd Avenue in the Southwest 1/4 of the Northwest
1/4 of Section 8, Township 14 North, Range 17 West, Shelby Township,
Oceana County, Michigan.

       Acuglas Substation located on property of Acustar Inc., East of
95th Street and South of Highway US-10, in the Northwest 1/4 of the
Northeast 1/4 of Section 4, Township 17 North, Range 8 West, Evart
Township, Osceola County, Michigan.

       Ohman Road Substation located South of Highway US-10 and North of
Ohman Road, in the Southwest 1/4 of the Northeast 1/4 of Section 4,
Township 17 North, Range 8 West, Evart Township, Osceola County, Michigan.

       Chicago Road Substation located North of M-21 (Chicago Drive), in
the Northwest 1/4 of the Northwest 1/4 of Section 27, Township 6 North,
Range 13 West, Georgetown Township, Ottawa County, Michigan.

       Lake Shore Substation located South of Lake Michigan Drive (M-45)
and East of Lake Shore Avenue, in the Northwest 1/4 of the Northwest 1/4
of Section 28, Township 7 North, Range 16 West, Grand Haven Township,
Ottawa County, Michigan.

       Hager Park Substation located West of 40th Avenue and North of
Bauer Road, in the Northeast 1/4 of the Northeast 1/4 of Section 7,
Township 6 North, Range 13 West, Georgetown Township, Ottawa County,
Michigan.

       Rochester Products Substation located on property of General Motors
Corporation, North of Randall Street, East of 68th Avenue and South of
Cleveland Street, in the Northeast 1/4 of the Southeast 1/4 of Section 22,
Township 8 North, Range 14 West, Polkton Township, Ottawa County,
Michigan.

       Manning Substation located East of Manning Road and North of
Washington Road, in the Northwest 1/4 of the Southeast 1/4 of Section 8,
Township 12 North, Range 6 East, Blumfield Township, Saginaw County,
Michigan.

       Bavarian Substation located on Lots 19 and 20 of Industrial Park
Plat, being a subdivision, according to the recorded plat thereof, in
the Northwest 1/4 of the Northwest 1/4 of Section 35, Township 11 North,
Range 6 East, City of Frankenmuth, Saginaw County, Michigan.

       Cheyenne Substation located South of Shattuck Road in the
Northwest 1/4 of the Northwest 1/4 of Section 16, Township 12 North, Range
4 East, Saginaw Township, Saginaw County, Michigan.


(b)  Sites for Substations:

       Branch Substation Site located South of Lindley Road and East of
Snow Prairie Road, in the South 1/2 of Section 28, Township 6 South, Range
7 West, Batavia Township, Branch County, Michigan.

       Three Fires Substation Site located South of US-31 and North of Old
Highway US-31 in the Southeast 1/4 of the Northeast 1/4 of Section 9,
Township 34 North, Range 6 West, Resort Township, Emmet County, Michigan.

       Van Buren Substation Site located North of Van Buren Street and
East of Grover Street in the Southwest 1/4 of the Southwest 1/4 of Section
2, Township 11 North, Range 3 West, Arcada Township, Gratiot County,
Michigan.

       Englishville Substation Site located North of 10-Mile Road at the
North end of Krupp Road in the Southwest 1/4 of the Southeast 1/4 of
Section 31, Township 9 North, Range 11 West, Algoma Township, Kent County,
Michigan.

       Buck Creek Substation Site located West of Division Avenue and
North of 66th Street in the Southeast 1/4 of the Northeast 1/4 of Section
1, Township 5 North, Range 12 West, Byron Township, Kent County, Michigan.

       Meadowbrooke Substation Site located East of Patterson and South of
60th Street in the Southwest 1/4 of the Northeast 1/4 of Section 6,
Township 5 North, Range 10 West, Caledonia Township, Kent County,
Michigan.

       Michigan Substation Site located on Lot 1 of Sweet's Subdivision,
West of North Street and North of Fairbank Street in the Northeast 1/4 of
the Southwest 1/4 of Section 19, Township 7 North, Range 11 West, City of
Grand Rapids, Kent County, Michigan

       Gaines Substation Site located West of Patterson Avenue and North
of 84th Street, in the Northwest 1/4 of the Southeast 1/4 and in the
Northeast 1/4 of the Southwest 1/4 of Section 13, Township 5 North,
Range 11 West, Gaines Township, Kent County, Michigan.

       Chaffee Substation #2 located on Lot 44 of Kent Industrial Center,
an Addition to the City of Wyoming, according to the recorded plat
thereof, and being a part of the Southeast 1/4 of the Southeast 1/4 of
Section 18, Township 6 North, Range 11 West, City of Wyoming, Kent County,
Michigan.

       Tyrone Substation Site located West of Fenton Road and North of
Foley Road in the Northwest 1/4 of the Northeast 1/4 of Section 14,
Township 4 North, Range 6 East, Tyrone Township, Livingston County,
Michigan.

       East Grant Substation Site located North of 120th Avenue and West
of Oak Avenue in the Southeast 1/4 of the Southeast 1/4 of Section 14,
Township 11 North, Range 12 West, Grant Township, Newaygo County,
Michigan.

       Van Wagoner Substation Site located at the West end of Van Wagoner
Street and West of Grand Haven Road in the Southwest 1/4 of the Northwest
1/4 of Section 9, Township 8 North, Range 16 West, Spring Lake Township,
Ottawa County, Michigan.


                                     V.

               GAS COMPRESSOR STATIONS, GAS PROCESSING PLANTS,
                DESULPHURIZATION STATIONS, METERING STATIONS,
                  ODORIZING STATIONS, REGULATORS AND SITES


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


(a)    Regulator, Compressor, Metering and Odorizing Stations and
       Processing Plants:

       Hotchkiss and Mackinaw Regulator Station located in the Northeast
1/4 of the Northeast 1/4 of the Northwest 1/4 of Section 3, Township 13
North, Range 4 East, Frankenlust Township, Bay County, Michigan.

       First and Van Buren Regulator Station located North of First Street
and West of Van Buren Street, in the Southeast 1/4 of the Northeast 1/4 of
Section 21, Township 14 North, Range 5 East, Hampton Township, Bay County,
Michigan.

       Kalamazoo and Liggitt Regulator Station located in the Northeast
1/4 of the Southeast 1/4 of Section 35, Township 2 South, Range 6 West,
City of Marshall, Calhoun County, Michigan.

       Otto Road Regulator Station located in the Northwest 1/4 of the
Southwest 1/4 of Section 4, Township 2 North, Range 4 West, Eaton
Township, Eaton County, Michigan.

       Beecher and Houran Regulator Station located South of Beecher Road
in the North 1/2 of the Northeast 1/4 of Section 15, Township 7 North,
Range 6 East, Flint Township, Genesee County, Michigan.

       Torrey Hills Mobile Home Park Station located North of Hill Road
and West of Torrey Road, in the Southeast 1/4 of Section 3, Township 6
North, Range 6 East, Mundy Township, Genesee County, Michigan.

       Elms and Miller Regulator Station located on part of Lot 10 of
Supervisors Plat of Begole Farm, a subdivision in the Northwest 1/4 of the
Southwest 1/4 of Section 31, Township 7 North, Range 6 East, City of
Swartz Creek, Genesee County, Michigan.

       Buckeye "36" Odorizer Station located North of Badger Road in the
Southeast 1/4 of the Southwest 1/4 of Section 36, Township 18 North, Range
1 West, Buckeye Township, Gladwin County, Michigan.

       Petrostar Grout Odorizer Station located South of Woods Road in the
Northwest 1/4 of the Southwest 1/4 of Section 14, Township 18 North, Range
2 East, Grout Township, Gladwin County, Michigan.

       Addition to Beaverton Gas Regulator Station located East of Highway
M-18 in the Northwest corner of the Southwest 1/4 of the Southwest 1/4 of
Section 7, Township 17 North, Range 1 West, Tobacco Township, Gladwin
County, Michigan.

       Harrison and Warner Regulator Station located in the Southeast
corner of the Southeast 1/4 of the Southeast 1/4 of Section 9, Township 11
North, Range 4 West, Sumner Township, Gratiot County, Michigan.

       Sheridan and Turner Regulator Station located East of Turner Street
and West of Creston Street, in the Northeast 1/4 of the Northwest 1/4 of
Section 4, Township 4 South, Range 2 West, Lansing Township, Ingham
County, Michigan.

       M-66 and Tuttle Regulator Station located on the South 20 feet of
the East 40 feet of Lot 1 of Larson's Acres, a subdivision in the
Southeast 1/4 of the Northeast 1/4 of Section 36, Township 7 North, Range
7 West, Berlin Township, Ionia County, Michigan.

       Jackson and Grand River Regulator Station located in the Southeast
1/4 of the Southeast 1/4 of Section 24, Township 6 North, Range 8 West,
Boston Township, Ionia County, Michigan.

       Mosherville City Gate located South of Hanover Road and East of
Watson Road in the Northwest 1/4 of the Northwest 1/4 of Section 28,
Township 4 South, Range 3 West, Pulaski Township, Jackson County,
Michigan.

       Lapeer Industrial Park Regulator Station located in the Northwest
1/4 of the Northwest 1/4 of the Southeast 1/4 of Section 12, Township 7
North, Range 9 East, Elba Township, Lapeer County, Michigan.

       Dickman and River Road Regulator Station located South of Michigan
Avenue (Dickman Road) in the Southeast 1/4 of the Southeast 1/4 of Section
34, Township 1 South, Range 9 West, Village of Augusta, Kalamazoo County,
Michigan.

       Gull Run Regulator Station located in the South 1/2 of the South
1/2 of the Northeast 1/4 of Section 6, Township 2 South, Range 10 West,
Comstock Township, Kalamazoo County, Michigan.

       Thirtieth Street and Comstock Regulator Station located West of
Thirtieth Street and North of East Michigan Avenue, in the Southeast 1/4
of the Southeast 1/4 of Section 16, Township 2 South, Range 10 West,
Comstock Township, Kalamazoo County, Michigan.

       Charles and Wallace Regulator Station located South of Charles
Avenue in the Northwest corner of the Northeast 1/4 of the Southeast 1/4
of Section 14, Township 2 South, Range 11 West, Kalamazoo Township,
Kalamazoo County, Michigan.

       Metamora City Gate located North of Davison Lake Road and East of
Thomas Road, in the West 1/2 of the Southwest 1/4 of Section 33, Township
6 North, Range 10 East, Metamora Township, Lapeer County, Michigan.

       Metamora Odorizer Station located North of Davison Lake Road and
East of Thomas Road, in the West 1/2 of the Southwest 1/4 of Section 33,
Township 6 North, Range 10 East, Metamora Township, Lapeer County,
Michigan.

       Ridgeway Regulator Station located North of Highway M-50, also
known as Monroe Road, in the Southwest 1/4 of the Southwest 1/4 of Section
32, Township 5 South, Range 5 East, Ridgeway Township, Lenawee County,
Michigan.

       Cemetery Road Regulator Station located South of Cemetery Road and
Northeasterly of the New York Central Railroad, in the Northeast 1/4 of
the Northeast 1/4 of Section 4, Township 8 South, Range 5 East, Riga
Township, Lenawee County, Michigan.

       Grand River and Challis Regulator Station located South of Challis
Road in the Northeast 1/4 of the Northeast 1/4 of Section 25, Township 2
North, Range 5 East, Genoa Township, Livingston County, Michigan.

       Nicholson and Grand River Regulator Station located West
of Nicholson Road in the Northeast 1/4 of the Southeast 1/4 of Section 8,
Township 3 North, Range 3 East, Handy Township, Livingston County,
Michigan.

       M-36 and Hall Road Gas Regulator Station located South of Highway
M-36 in the Southeast 1/4 of the Northeast 1/4 of Section 25, Township 1
North, Range 5 East, Hamburg Township, Livingston County, Michigan.

       M-59 and Tipsico Lake Road Regulator Station located South of
Highway M-59 (Highland Road) in the Northeast 1/4 of Section 25, Township
3 North, Range 6 East, Hartland Township, Livingston County, Michigan.

       Patrick Road at Waldo Regulator Station located South of Patrick
Road and East of Waldo Road, in the Northwest 1/4 of the Northwest 1/4 of
the Northwest 1/4 of Section 24, Township 14 North, Range 2 East, Midland
Township, Midland County, Michigan.

       Albert "5" Purchase Meter Station located South of Winding Road in
the Northeast 1/4 of the Southwest 1/4 of Section 5, Township 29 North,
Range 1 East, Albert Township, Montmorency County, Michigan.

       Lake Angeles and Gidding Regulator Station located on part of Lot 3
of Atlantic Commons Park of Metro North Technology Park, a subdivision of
part of Section 3, Township 3 North, Range 10 East, City of Auburn Hills,
Oakland County, Michigan.

       Chrysler Tech Center Meter and Regulator Station located South of
Butler Street extended Westerly and West of Squirrel Road in the Northeast
1/4 of the Southeast 1/4 of the Southwest 1/4 of Section 24, Township 3
North, Range 10 East, City of Auburn Hills, Oakland County, Michigan.

       South Boulevard and Bloomfield Village Boulevard Regulator Station
located in the Southeast 1/4 of the Southeast 1/4 of Section 35, Township
3 North, Range 10 East, City of Auburn Hills, Oakland County, Michigan.

       Industrial and Halstead Regulator Station located on Lot 33 of
Farmington Freeway Industrial Park No. 2, a subdivision of part of the
Northeast 1/4 of Section 30, Township 1 North, Range 9 East, Farmington
Township, Oakland County, Michigan.

       Keatington Regulator Station located in the Northwest 1/4 of the
Northeast 1/4 of Section 28, Township 4 North, Range 10 East, Orion
Township, Oakland County, Michigan.

       Grand River and Oakland Regulator Station located on part of Lot 1
of Grand Oak Commerce Center Subdivision, being a subdivision in the
Northeast 1/4 of the Southwest 1/4 of Section 7, Township 1 North, Range 8
East, City of Wixom, Oakland County, Michigan.

       Charlton "14 (A)" Purchase Meter Station located South of Old State
Road in the Northwest 1/4 of the Northwest 1/4 of Section 14, Township 29
North, Range 1 West, Charlton Township, Otsego County, Michigan.

       North Charlton "22" Purchase Meter Station located North of Sparr
Road in the Southeast 1/4 of the Southwest 1/4 of Section 22, Township 31
North, Range 1 West, Charlton Township, Otsego County, Michigan.

       North Charlton "24 (A)" Purchase Meter Station located North of
Sparr Road in the Southwest 1/4 of the Southwest 1/4 of Section 24,
Township 31 North, Range 1 West, Charlton Township, Otsego County,
Michigan.

       South Charlton "27" Purchase Meter Station located East of Round
Lake Trail in the Southeast 1/4 of the Southwest 1/4 of Section 27,
Township 29 North, Range 1 West, Charlton Township, Otsego County,
Michigan.

       Charlton "30" Purchase Meter Station located North of Sparr Road in
the Southeast 1/4 of the Southwest 1/4 of Section 30, Township 31 North,
Range 1 West, Charlton Township, Otsego County, Michigan.

       Chester "17" Purchase Meter Station located South of Old State Road
in the Northwest 1/4 of the Northwest 1/4 of Section 17, Township 29
North, Range 2 West, Chester Township, Otsego County, Michigan.

       Chester "17 (A)" Purchase Meter Station located South of Old State
Road in the Northwest 1/4 of the Northwest 1/4 of Section 17, Township 29
North, Range 2 West, Chester Township, Otsego County, Michigan.

       Chester "18 (A)" Purchase Meter Station located Southwesterly of
Lower Chub Lake Road in the Southwest 1/4 of the Southeast 1/4 of Section
18, Township 29 North, Range 2 West, Chester Township, Otsego County,
Michigan.

       Chester "22" Purchase Meter Station located West of Lovells Road in
the Southwest 1/4 of the Northwest 1/4 of Section 22, Township 29 North,
Range 2 West, Chester Township, Otsego County, Michigan.

       Dover "17" Purchase Meter Station located East of Marquardt Road
and North of Seymore Road, in the West 1/2 of the Southeast 1/4 of Section
17, Township 31 North, Range 2 West, Dover Township, Otsego County,
Michigan.

       Dover "18" Purchase Meter Station located East of Peanut Hill Road
in the Southwest 1/4 of the Northwest 1/4 of Section 18, Township 31
North, Range 2 West, Dover Township, Otsego County, Michigan.

       Otsego Lake "12" Purchase Meter Station located West of East Opal
Lake Road in the Northeast 1/4 of the Northeast 1/4 of Section 12,
Township 29 North, Range 3 West, Otsego Lake Township, Otsego County,
Michigan.

       Otsego Lake "12 (A)" Purchase Meter Station located South of Ranger
Lake Road in the Northeast 1/4 of the Northeast 1/4 of Section 12,
Township 29 North, Range 3 West, Otsego Lake Township, Otsego County,
Michigan.

       Frankenmuth Junction Regulator Station located South of Junction
Road in the Northwest 1/4 of the Northwest 1/4 of Section 25, Township 11
North, Range 5 East, Bridgeport Township, Saginaw County, Michigan.

       Lansing and Monroe Regulator Station located North of Monroe Road
and South of Lansing Road, in the North 1/2 of the Northeast 1/4 of
Section 16, Township 6 North, Range 4 East, Vernon Township, Shiawassee
County, Michigan.

       56th Street and Standard Regulator Station located East of North
Main Street in the Southwest 1/4 of the Southwest 1/4 of Section 12,
Township 3 South, Range 13 West, Village of Mattawan, Van Buren County,
Michigan.

       Newburgh City Gate located North of Plymouth Road and East of
Newburgh Road, on Lots 18, 19 and 20 of Woodlands Village a subdivision of
part of the West 1/2 of the Southwest 1/4 of Section 29, Township 1 South,
Range 9 East, City of Livonia, Wayne County, Michigan.


(b)    Sites for Regulators, Compressors, Metering and Odorizing Stations
       and Processing Plants.


       Woodward and Fulton Gas Regulator Station Site located South of
Nebraska Avenue on Lot 452 of Woodward Estates Subdivision, according to
the recorded plat thereof, and being a part of the East 1/2 of the
Northwest 1/4 of Section 4, Township 2 North, Range 10 East, Bloomfield
Township, Oakland County, Michigan.

       Commerce and Bogie Lake Regulator Station Site located South of
Wise Road and East of Commerce Road in the Northwest 1/4 of the Northeast
1/4 of Section 10, Township 2 North, Range 8 East, Commerce Township,
Oakland County, Michigan.


                                     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 Township 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, 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,
including lines in the State of Michigan connecting the points indicated
as follows:


(a)  Transmission Lines:
                                                                   LENGTH
                                                        SIZE       IN MILES

Commencing at Michigan Petroleum 
Exploration Inc. #1-5A Whittum 
Well in the Southwest 1/4 of the 
Northeast 1/4 of Section 5 and 
running Northwesterly and Westerly 
to Consumers Energy Company's 
Hamlin "8" Field Lateral in the 
Southwest 1/4 of the Northwest 1/4 
of Section 5, Township 1 North, 
Range 3 West, Hamlin Township, 
Eaton County, Michigan. . . . . . . .                2 3/8-inch        .38

Commencing at Michigan Petroleum 
Exploration Inc. #1-5A Whittum Well 
in the Southwest 1/4 of the Northeast 
1/4 of Section 5 and running Northerly 
and Westerly to a point on the Hamlin 
"8" Field Lateral in the Southeast 1/4 
of the Northwest 1/4 of said Section 5, 
all in Township 1 North, Range 3 West, 
Hamlin Township, Eaton County, 
Michigan. . . . . . . . . . . . . . .                2 3/8-inch        .38

Commencing at Nomeco #1-12 State 
Pinewood Shores Well in the 
Southeast 1/4 of the Northwest 
1/4 of Section 12, and running 
Southerly to Consumers Energy 
Company's 4 1/2" East Bay "12(A)" 
Field Lateral in the Northeast 
1/4 of the Southwest 1/4 of 
Section 12, all in Township 26 
North, Range 10 West, East Bay 
Township, Grand Traverse 
County, Michigan. . . . . . . . . . .                2 3/8-inch        .03

Commencing at Sullivan #1 Orla 
Well in the Northwest 1/4 of 
the Northeast 1/4 of Section 19, 
Township 2 North, Range 2 East, 
White Oak Township, Ingham County 
and running Southwesterly to a point 
on the existing Consumers Energy 
Company's White Oak "32" Field Lateral 
in the Southeast 1/4 of the Northeast 
1/4 of Section 24, Township 2 North, 
Range 1 East, Ingham Township, 
Ingham County, Michigan . . . . . . .                2 3/8-inch        1.3

<PAGE>
<PAGE>  
                                                                 LENGTH
                                                     SIZE        IN MILES

Commencing at West Bay #2-31 
State-Kalkaska Well in the 
Northeast 1/4 of the Northeast 
1/4 of Section 31 and running 
Northwesterly to Consumers E
nergy Company's 10 3/4" Whitewater 
"36" Lateral in the Southeast 1/4 
of the Southwest 1/4 of Section 30, 
all in Township 27 North, Range 8 
West, Kalkaska Township, Kalkaska 
County, Michigan. . . . . . . . . . .                2 3/8-inch        .78

Commencing at Finders #3-25 Meter 
Run and running generally 
Northeasterly to Finders #4-25 
Johnson-State to Manistee Well 
Lateral, all in the Southeast 1/4 
of the Southeast 1/4 of the 
Southeast 1/4 of Section 24, 
Township 22 North, Range 17 West, 
Manistee Township, Manistee 
County, Michigan. . . . . . . . . . .                2 3/8-inch        .02

Commencing at Federal Oil Company 
#1-8 Deel, et al., Well, and running 
generally Northerly to Michigan 
Consolidated Gas Company's 16" Blair 
Loop Pipeline Extension, all in the 
Northeast 1/4 of the Southwest 1/4 
of Section 8, Township 23 North, 
Range 14 West, Maple Grove Township, 
Manistee County, Michigan . . . . . .                2 3/8-inch        .15

Commencing at Finders #7-19A 
State Maple Grove Well in the 
Northeast 1/4 of the Southeast 
1/4 of Section 19, and running 
generally Easterly to Michigan 
Consolidated Gas Company's 3 1/2" 
Pipeline in the West 1/2 of the 
Southwest 1/4 of Section 20, 
all in Township 23 North, 
Range 14 West, Maple Grove 
Township, Manistee County, 
Michigan. . . . . . . . . . . . . . .                2 3/8-inch        .30

Commencing at Terra Energy #11-29 
Watson Well and running Northerly to 
Michigan Consolidated Gas Company's 
16" Blair Loop Pipeline, all being in 
the Southeast 1/4 of the Southeast 1/4 
of Section 29, Township 23 North, 
Range 15 West, Bear Lake Township, 
Manistee County, Michigan . . . . . .                2 3/8-inch        .12

Commencing at Muskegon Development 
Traverse Lakes Central Production 
Facility in the Northeast 1/4 of 
the Southeast 1/4 of Section 24 and 
running Southerly to a point on the 
existing Consumers Energy Company's 
6 5/8" Charlton "24" Field Lateral 
in the Southeast 1/4 of the Southeast 
1/4 of Section 24, all in Township 30 
North, Range 1 West, Charlton Township, 
Otsego County, Michigan . . . . . . .                2 3/8-inch        .34

Commencing at Muskegon Development 
Ginsel Lake Central Production Facility 
in the Northeast 1/4 of the Southeast 
1/4 of Section 14, and running Northerly 
to Shell Oil Company's 8" Pipeline in the 
Southeast 1/4 of the Northeast 1/4 of 
Section 14, all in Township 30 North, 
Range 2 West, Chester Township, Otsego 
County, Michigan. . . . . . . . . . .                2 3/8-inch        .31

<PAGE>
<PAGE>  
                                                                 LENGTH
                                                      SIZE       IN MILES

Commencing at Muskegon Development 
Lower Chub Lake Central Production 
Facility in the Southwest 1/4 of 
the Southeast 1/4 of Section 18 and 
running Northwesterly to Michigan 
Consolidated Gas Company's 20" 
Kalkaska Tie Line in the North 1/2 of 
the Northwest 1/4 of Section 18, all 
in Township 29 North, Range 2 West, 
Chester Township, Otsego County, 
Michigan. . . . . . . . . . . . . . .                2 3/8-inch        1.0

Commencing at Muskegon Development Hayes 
"15" Central Production Facility in the 
Southwest 1/4 of the Southeast 1/4 of 
Section 15 and running Southeasterly to 
a point on Michigan Consolidated Gas 
Company's 20" Kalkaska Tie Line in the 
Southeast 1/4 of the Southeast 1/4 of 
Section 15, all in Township 29 North, 
Range 4 West, Hayes Township, Otsego 
County, Michigan. . . . . . . . . . .                2 3/8-inch        .2

Commencing at Antrim Development 
Dodge Lake Central Production 
Facility and running Northwesterly 
to a point on Michigan Consolidated 
Gas Company's 20" Kalkaska Tie Line, 
all in the Southeast 1/4 of the 
Northeast 1/4 of Section 18, Township 
29 North, Range 3 West, Otsego Lake 
Township, Otsego County, Michigan . .                2 3/8-inch        .09

Commencing at Traverse #1-10 Gembis
-McDonald Well in the Southeast 1/4 
of the Northwest 1/4 of Section 10 
and running Southerly and Easterly 
through Sections 10, 14 and 15 to a 
point on the existing 4 1/2" Consumers 
Energy Company's Field Lateral in the 
Northwest 1/4 of the Northwest 1/4 of 
Section 14, all in Township 26 North, 
Range 10 West, East Bay Township, Grand 
Traverse County, Michigan . . . . . .                4 1/2-inch        1.69

Commencing at Amoco-Nomeco #3A-31 State 
Union "V" Well in the Northwest 1/4 of 
the Northeast 1/4 of Section 31 and 
running Southerly and Westerly to a 
point on the existing 4" Michigan 
Consolidated Gas Company's Union "31" 
Pipeline in the Northeast 1/4 of the 
Southwest 1/4 of said Section 31, all 
in Township 26 North, Range 9 West, 
Union Township, Grand Traverse County, 
Michigan. . . . . . . . . . . . . . .                4 1/2-inch        .97

Commencing at Amoco #1-20 State
-Whitewater "J" Well in the Southwest 
1/4 of the Southwest 1/4 of Section 20 
and running Southerly to a point on the 
existing Consumers Energy Company's 
Whitewater "32" Field Lateral in the 
Northwest 1/4 of the Northwest 1/4 of 
Section 32, all in Township 27 North, 
Range 9 West, Whitewater Township, 
Grand Traverse County, Michigan . . .                4 1/2-inch        1.48

Commencing at Miller Brothers, Nomeco 
Tribal #2-24 State, Cleon Well in the 
Northeast 1/4 of the Northeast 1/4 of 
Section 24 and running Northerly to an 
existing 8" Shell Pipeline in the 
Southeast 1/4 of the Northeast 1/4 of 
Section 13, all in Township 24 North, 
Range 13 West, Cleon Township, Manistee 
County, Michigan. . . . . . . . . . .                4 1/2-inch        .87

<PAGE>
<PAGE>  
                                                                   LENGTH
                                                       SIZE        IN MILES

Commencing at Total #2-30B Gustafson 
Well in the Northwest 1/4 of the 
Southwest 1/4 of Section 30 and 
running Northerly to Consumers Energy 
Company's 4 1/2" Maple Grove "30" 
Field Lateral in the Southwest 1/4 
of the Northwest 1/4 of Section 30, 
all in Township 23 North, Range 14 
West, Maple Grove Township, 
Manistee County, Michigan . . . . . .                4 1/2-inch        .06

Commencing at Petrostar Manistee "36" 
Facility and running Southeasterly to 
Michigan Consolidated Gas Company's 6" 
Manistee "30" Pipeline Extension III, 
all located in the Southwest 1/4 of the 
Northeast 1/4 of Section 36, Township 22 
North, Range 17 West, Manistee Township, 
Manistee County, Michigan . . . . . .                4 1/2-inch        .08

Commencing at Northern Michigan 
Petroleum #1-3 Randall-Thompson Well
in the Northwest 1/4 of the Northwest 
1/4 of Section 3 and running Easterly 
to Consumers Energy Company's Traverse 
#1-2 Myers-Olsen Well Lateral in the 
Northwest 1/4 of the Northwest 1/4 of 
Section 2, all in Township 23 North, 
Range 15 West, Bear Lake Township, 
Manistee County, Michigan . . . . . .                4 1/2-inch        1.22

Commencing at Muskegon Development 
Central Production Facility in the 
Northeast 1/4 of the Southwest 1/4 
of Section 18, Township 29 North, 
Range 1 West, Charlton Township and 
running Northwesterly to a point in 
the Northeast 1/4 of Section 13, 
Township 29 North Range 2 West, 
Chester Township; thence Easterly to 
Consumers Energy Company's 4 1/2" 
Charlton "18" Pipeline in the West 
1/4 of the Northwest 1/4 of Section 
18, Township 29 North, Range 1 West, 
Charlton Township, all in Otsego 
County, Michigan. . . . . . . . . . .                4 1/2-inch        .60

Commencing at Miller Brothers 
#2-6A State Charlton Well in the 
Northwest 1/4 of the Northwest 1/4 
of Section 6, Township 29 North, 
Range 1 West, Charlton Township, 
running Westerly to Consumers 
Energy Company's Chester "1" Field 
Lateral in the Northeast 1/4 of the 
Northeast 1/4 of Section 1, Township 
29 North, Range 2 West, Chester 
Township, all in Otsego County, 
Michigan. . . . . . . . . . . . . . .                4 1/2-inch        .10

Commencing at Miller Brothers Charlton 
"18" Gas Sweetening Facility in the 
Northwest corner of Section 18, Township 
29 North, Range 1 West, Charlton Township, 
and running Northerly to Consumers Energy 
Company's 4 1/2" Chester "1" Field Lateral 
in the Northeast 1/4 of the Northeast 1/4 
of Section 1, Township 29 North, Range 2 
West, Chester Township, all in Otsego 
County, Michigan. . . . . . . . . . .                4 1/2-inch        2.05

Commencing at Muskegon Development Bass 
Lake Central Production Facility in the 
Northeast 1/4 of the Southeast 1/4 of 
Section 3, Township 29 North, Range 2 West, 
Chester Township, Otsego County, running 
generally Northerly to a point on the 
existing Consumers Energy Company's Chester 
"34" Field Lateral in the Southeast 1/4 of 
the Southeast 1/4 of Section 34, Township 
30 North, Range 2 West, Chester Township, 
Otsego County, Michigan . . . . . . .                4 1/2-inch        1.0

<PAGE>
<PAGE>  
                                                                   LENGTH
                                                         SIZE      IN MILES

Commencing at a point on the existing 
Muskegon Development Pipeline in the 
Northeast 1/4 of the Southwest 1/4 of 
Section 20 and running Easterly and 
Southerly through Sections 20, 21 and 
22 to a point on the existing Michigan 
Consolidated Gas Company's Dover "27" 
Pipeline Extension, all in Township 31 
North, Range 2 West, Dover Township, 
Otsego County, Michigan . . . . . . .                4 1/2-inch       2.2

Commencing at Mack Oil Central Production 
Facility in the Northwest 1/4 of the 
Southwest 1/4 of Section 24 and running 
Northerly to Michigan Consolidated Gas 
Company's 20" Kalkaska Tie Line in the 
Northwest 1/4 of the Northwest 1/4 of 
Section 24, all in Township 29 North, 
Range 4 West, Hayes Township, Otsego 
County, Michigan. . . . . . . . . . .                4 1/2-inch       .50

Commencing at Antrim Development 
Central Production Facility in the 
Northwest 1/4 of the Northwest 1/4 
of Section 10 and running in an 
Easterly and Southerly direction 
through Sections 10, 14 and 15 to a 
point on the existing Michigan 
Consolidated Gas Company's Kalkaska 
Tie Line in the Northwest 1/4 of the 
Northwest 1/4 of Section 23, all in 
Township 29 North, Range 4 West, 
Hayes Township, Otsego County, 
Michigan. . . . . . . . . . . . . . .                4 1/2-inch       2.32

Commencing at Muskegon Development 
Heart Lake Central Production 
Facility in the Northwest 1/4 of the 
Northeast 1/4 of Section 28 and running 
Northerly and Easterly in Sections 28, 
21 and 22 to a point on the existing 6" 
Michigan Consolidated Gas Company's 
Otsego Lake "34" Pipeline in the South 
1/2 of Section 22, all in Township 29 
North, Range 3 West, Otsego Lake Township, 
Otsego County, Michigan . . . . . . .                4 1/2-inch       1.28

Commencing at Muskegon Development 
East Heart Lake Central Production 
Facility in the Northwest 1/4 of 
the Southwest 1/4 of Section 26 and 
running Southerly; thence Westerly 
to a point on the existing 6" 
Michigan Consolidated Gas Company's 
Otsego Lake "34" Pipeline in the 
Northeast 1/4 of the Southeast 1/4 
of Section 27, all in Township 29 
North, Range 3 West, Otsego Lake 
Township, Otsego County, 
Michigan. . . . . . . . . . . . . . .                4 1/2-inch       .43

Commencing at Schmude Oil Incorporated 
#2-34 Consumers Energy Company Well in 
the Southwest 1/4 of the Northwest 1/4 
of Section 34 and running Southerly to 
Consumers Energy Company's 8 5/8" Lyon 
"34" Pipeline in the Southeast 1/4 of 
the Southeast 1/4 of Section 33 all in 
Township 1 North, Range 7 East, Lyon 
Township, Oakland County, Michigan. .                8 5/8-inch       2.1


(b)   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 are now being constructed, as follows:

      
      A complete transmission line right of way commencing at Somoco
      Production Facility in the Southeast 1/4 of the Southeast 1/4
      of the Northwest 1/4 and running Southeasterly to a tap site
      on Consumers Energy Company's existing 26" St. Clair-Macomb
      Junction-Rochester Pipeline in the Northwest 1/4 of the
      Northwest 1/4 of the Southeast 1/4, all in Section 2, Township
      3 North, Range 12 East, Shelby Township, Macomb County,
      Michigan.

                                    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, including, in the State of Michigan,
systems in or near the cities, villages and townships named in the
following tabulation.  Such gas distribution systems are or may be
operated by authority of certain state or legislative grants and/or of
certain local franchises granted by the governing bodies of said cities,
villages and townships, which grants or franchises include the following:


WHERE LOCAL FRANCHISE EXISTS,
  CITY, VILLAGE OR TOWNSHIP              ITS EFFECTIVE DATE

Allegan County
   Township of Dorr         . . . . . . .   November  24, 1994      Renewal
Allegan County
   City of Holland          . . . . . . .    February 22, 1995      New
   (A portion of Twp)
Allegan County
   Township of Martin       . . . . . . .      August 26, 1997      Renewal
Allegan County
   Township of Overisel     . . . . . . .       April 16, 1994      New
Allegan County
   Township of Salem        . . . . . . .     October 21, 1993      Renewal
   (A portion of Twp)
Arenac County
   Township of Arenac       . . . . . . .      August 11, 1993      Renewal
Arenac County
   City of Au Gres          . . . . . . .       April 21, 1994      Renewal
Arenac County
   Township of Deep River   . . . . . . .    November 18, 1993      Renewal
Arenac County
   City of Omer             . . . . . . .       March 24, 1994      Renewal
Arenac County               
   Village of Sterling      . . . . . . .       March 17, 1994      Renewal
Arenac County
   Township of Whitney      . . . . . . .       April 24, 1997      Renewal
Barry County
   Township of Baltimore    . . . . . . .       April 28, 1995      New
Barry County
   Township of Irving       . . . . . . .      August 25, 1995      New
Barry County
   Township of Orangeville  . . . . . . .       March 14, 1997      Renewal
Barry County
   Township of Yankee Springs . . . . . .       March 26, 1997      Renewal
Bay County
   Township of Beaver       . . . . . . .      August 29, 1997      Renewal
Bay County
   Township of Kawkawlin    . . . . . . .   September 29, 1995      Renewal
Bay County
   Township of Portsmouth   . . . . . . .         May 19, 1995      Renewal
Berrien County
   Township of Watervliet   . . . . . . .   September 23, 1993      New
Branch County
   Township of Matteson     . . . . . . .   September 15, 1995      Renewal
Branch County
   Township of Sherwood     . . . . . . .     October 20, 1995      Renewal
Branch County               
   Village of Sherwood      . . . . . . .     October 13, 1995      Renewal
Branch County
   Township of Union        . . . . . . .     October 21, 1994      New
   (A portion of Twp)
Calhoun County
   Township of Athens       . . . . . . .      October 1, 1995      Renewal
   (A portion of Twp)
Calhoun County
   Village of Athens        . . . . . . .   September 17, 1995      Renewal
Calhoun County
   Township of Convis       . . . . . . .   September 25, 1993      Renewal


<PAGE>  

WHERE LOCAL FRANCHISE EXISTS,
  CITY, VILLAGE OR TOWNSHIP                 ITS EFFECTIVE DATE

Calhoun County
   Township of Emmett       . . . . . . .         May 22, 1994      Renewal
   (A portion of Twp)
Calhoun County
   Township of Lee          . . . . . . .         May 26, 1997      New
   (A portion of Twp)
Calhoun County
   Township of Leroy        . . . . . . .         May 21, 1995      New
Cass County
   Township of Marcellus    . . . . . . .       March 25, 1994      Renewal
Cass County
   Village of Marcellus     . . . . . . .      October 8, 1993      Renewal
Clinton County
   Township of Bengal       . . . . . . .     October 25, 1993      Renewal
Clinton County
   Township of Dallas       . . . . . . .    November 15, 1993      Renewal
Clinton County
   Township of DeWitt       . . . . . . .      October 3, 1995      Renewal
Clinton County
   Township of Eagle        . . . . . . .    February 12, 1997      Renewal
Clinton County
   Village of Elsie         . . . . . . .        March 4, 1995      Renewal
Clinton County
   Village of Fowler        . . . . . . .     October 25, 1993      Renewal
Clinton County
   Township of Greenbush    . . . . . . .    February 11, 1996      New
Clinton County
   Village of Ovid          . . . . . . .      August 11, 1993      Renewal
Clinton County
   Township of Westphalia   . . . . . . .     October 27, 1993      Renewal
Clinton County
   Village of Westphalia    . . . . . . .    December 20, 1993      Renewal
Eaton County
   Township of Carmel       . . . . . . .      August 30, 1995      Renewal
Eaton County
   Township of Hamlin       . . . . . . .       April 22, 1996      Renewal
Eaton County
   Township of Walton       . . . . . . .      August 16, 1995      Renewal
Genesee County
   Township of Argentine    . . . . . . .    February 27, 1994      Renewal
Genesee County
   Township of Flint        . . . . . . .        April 1, 1996      Renewal
Genesee County
   Township of Forest       . . . . . . .   September 23, 1993      Renewal
Genesee County
   Village of Gaines        . . . . . . .     January 28, 1994      Renewal
Genesee County
   Township of Genesee      . . . . . . .       March 27, 1996      Renewal
Genesee County
   Village of Goodrich      . . . . . . .        July 31, 1995      Renewal
Genesee County
   Township of Mount Morris . . . . . . .     January 12, 1996      Renewal
Genesee County
   Village of Otisville     . . . . . . .    December 17, 1993      Renewal
Genesee County
   City of Swartz Creek     . . . . . . .     October 14, 1996      Renewal
Gladwin County
   City of Gladwin          . . . . . . .   September 23, 1993      Renewal
Gladwin County
   Township of Sage         . . . . . . .    November 18, 1993      New
Gratiot County
   Township of Arcada       . . . . . . .       March 18, 1994      Renewal
Gratiot County              
   Village of Ashley        . . . . . . .    November 12, 1993      Renewal
Gratiot County
   Township of Bethany      . . . . . . .       March 22, 1994      Renewal
Gratiot County
   Township of Elba         . . . . . . .     October 19, 1993      Renewal
Gratiot County
   Township of Emerson      . . . . . . .    February 25, 1994      Renewal
Gratiot County
   Township of New Haven    . . . . . . .     October 20, 1995      Renewal
Gratiot County
   Township of North Star   . . . . . . .   September 24, 1993      Renewal
Gratiot County
   Township of Sumner       . . . . . . .        July 11, 1997      Renewal
Gratiot County
   Township of Washington   . . . . . . .   September 21, 1993      Renewal
Gratiot County              
   Township of Wheeler      . . . . . . .    February 18, 1994      Renewal
Hillsdale County
   Township of Somerset     . . . . . . .      August 29, 1997      Renewal


<PAGE>  

WHERE LOCAL FRANCHISE EXISTS,
  CITY, VILLAGE OR TOWNSHIP                 ITS EFFECTIVE DATE

Huron County
   City of Bad Axe          . . . . . . .    November 20, 1993      Renewal
Huron County
   Township of Bingham      . . . . . . .   September 18, 1993      Renewal
Huron County                
   Township of Caseville    . . . . . . .       April 19, 1995      Renewal
Huron County
   Village of Caseville     . . . . . . .        June 22, 1994      Renewal
Huron County
   Township of Colfax       . . . . . . .   September 23, 1993      Renewal
Huron County                
   Township of Dwight       . . . . . . .       March 15, 1995      Renewal
Huron County
   Township of Fair Haven   . . . . . . .      August 16, 1995      Renewal
Huron County
   City of Harbor Beach     . . . . . . .   September 24, 1993      Renewal
Huron County
   Township of Hume         . . . . . . .    February 25, 1995      Renewal
Huron County
   Village of Kinde         . . . . . . .    December 23, 1994      Renewal
Huron County
   Township of Lake         . . . . . . .       March 29, 1995      Renewal
Huron County
   Township of Lincoln      . . . . . . .       March 16, 1995      Renewal
Huron County
   Township of Mc Kinley    . . . . . . .    December 21, 1994      Renewal
Huron County
   Township of Meade        . . . . . . .    February 28, 1995      Renewal
Huron County
   Township of Oliver       . . . . . . .     February 9, 1994      Renewal
Huron County
   Village of Owendale      . . . . . . .     October 19, 1993      Renewal
Huron County
   Village of Pigeon        . . . . . . .      January 2, 1994      Renewal
Huron County                
   Township of Port Austin  . . . . . . .     January 26, 1995      Renewal
Huron County                
   Village of Port Austin   . . . . . . .     October 18, 1994      Renewal
Huron County
   Township of Sand Beach   . . . . . . .     October 29, 1993      Renewal
Huron County
   Township of Sheridan     . . . . . . .    November 12, 1993      Renewal
Huron County
   Township of Sherman      . . . . . . .       March 24, 1995      Renewal
Huron County
   Township of Sigel        . . . . . . .     November 9, 1993      Renewal
Huron County
   Village of Ubly          . . . . . . .    November 15, 1993      Renewal
Huron County
   Township of Verona       . . . . . . .    November 18, 1993      Renewal
Huron County
   Township of Winsor       . . . . . . .        July 21, 1993      Renewal
Ingham County
   Village of Dansville     . . . . . . .   September 28, 1995      Renewal
Ingham County 
   Township of Ingham       . . . . . . .    September 1, 1995      Renewal
Ingham County
   Township of Lansing      . . . . . . .        March 9, 1996      Renewal
Ingham County
   Township of Wheatfield   . . . . . . .        July 22, 1993      Renewal
Ionia County
   Township of Campbell     . . . . . . .    November 12, 1993      New
Ionia County
   Township of Keene        . . . . . . .        July 20, 1993      New
Ionia County
   Village of Pewamo        . . . . . . .     October 11, 1993      Renewal
Isabella County
   Township of Rolland      . . . . . . .    February 23, 1995      Renewal
Isabella County
   Township of Sherman      . . . . . . .         May 16, 1994      New
Jackson County
   Township of Henrietta    . . . . . . .       March 22, 1995      Renewal
Jackson County
   Township of Liberty      . . . . . . .       April 29, 1995      Renewal
Jackson County
   Township of Rives        . . . . . . .      August 16, 1995      Renewal
Jackson County
   Township of Tompkins     . . . . . . .       April 15, 1994      New
Jackson County
   Township of Waterloo     . . . . . . .   September 28, 1994      Renewal
Kalamazoo County
   Township of Alamo        . . . . . . .   September 21, 1994      Renewal


<PAGE>  

WHERE LOCAL FRANCHISE EXISTS,
  CITY, VILLAGE OR TOWNSHIP                 ITS EFFECTIVE DATE

Kalkaska County
   Township of Bear Lake    . . . . . . .    November 23, 1995      New
Kalkaska County
   Township of Cold Springs . . . . . . .         May 18, 1995      Renewal
Kalkaska County 
   Township of Excelsior    . . . . . . .        July 15, 1993      New
Kalkaska County
   Township of Kalkaska     . . . . . . .   September 21, 1995      New
   (A portion of Twp)
Kent County
   Township of Bowne        . . . . . . .    February 29, 1996      Renewal
Kent County
   Township of Byron        . . . . . . .    February 19, 1997      New
   (A portion of Twp)
Kent County
   Township of Caledonia    . . . . . . .    September 1, 1993      Renewal
Kent County
   Township of Cascade      . . . . . . .      August 31, 1994      New
   (A portion of Twp)
Lapeer County
   Township of Burnside     . . . . . . .   September 26, 1994      New
Lapeer County
   Village of Columbiaville . . . . . . .     January 13, 1994      Renewal
Lapeer County
   Township of Marathon     . . . . . . .   September 30, 1993      Renewal
Lenawee County
   Village of Britton       . . . . . . .      October 1, 1993      Renewal
Lenawee County
   Township of Franklin     . . . . . . .       April 20, 1995      Renewal
Lenawee County
   Township of Ridgeway     . . . . . . .     October 15, 1993      Renewal
Livingston County
   City of Brighton         . . . . . . .     January 21, 1994      Renewal
Livingston County
   Township of Cohoctah     . . . . . . .    February 22, 1996      Renewal
Livingston County
   Township of Conway       . . . . . . .       August 8, 1995      New
Livingston County
   Township of Deerfield    . . . . . . .       March 23, 1996      Renewal
Livingston County
   Township of Hamburg      . . . . . . .     October 20, 1993      Renewal
Livingston County
   Township of Hartland     . . . . . . .       March 30, 1995      Renewal
Livingston County
   Township of Marion       . . . . . . .       April 20, 1995      Renewal
Livingston County
   Township of Oceola       . . . . . . .    December 28, 1995      Renewal
Livingston County
   Village of Pinckney      . . . . . . .     October 21, 1993      Renewal
Livingston County
   Township of Putnam       . . . . . . .     October 28, 1993      Renewal
Macomb County
   Township of Washington   . . . . . . .      August 21, 1997      New
Macomb County
   Township of Washington   . . . . . . .   September 28, 1995      New
   (A portion of Twp)
Mecosta County
   Township of Austin       . . . . . . .        April 5, 1995      Renewal
   (A portion of Twp)
Mecosta County
   Village of Mecosta       . . . . . . .        June 16, 1995      Renewal
Mecosta County
   Township of Millbrook    . . . . . . .        June 16, 1995      
Mecosta County
   Township of Morton       . . . . . . .       April 21, 1995      Renewal
Mecosta County
   Township of Sheridan     . . . . . . .        June 16, 1995      Renewal
   (A portion of Twp)
Mecosta County
   Township of Wheatland    . . . . . . .      August 25, 1993      Renewal
Midland County
   Township of Ingersoll    . . . . . . .     October 25, 1993      Renewal
Midland County
   Township of Jerome       . . . . . . .     October 25, 1993      Renewal
Midland County
   Township of Lee          . . . . . . .     January 20, 1994      Renewal
Midland County
   Township of Lincoln      . . . . . . .     January 20, 1994      Renewal
Midland County
   Village of Sanford       . . . . . . .   September 22, 1994      Renewal
<PAGE>
<PAGE>  

WHERE LOCAL FRANCHISE EXISTS,
  CITY, VILLAGE OR TOWNSHIP                 ITS EFFECTIVE DATE

Monroe County
   Township of Whiteford    . . . . . . .      January 1, 1994      Renewal
   (A portion of Twp)
Montcalm County
   Township of Bushnell     . . . . . . .         May 18, 1995      New
Montcalm County
   Township of Fairplains   . . . . . . .       March 15, 1995      New
Montcalm County
   Township of Ferris       . . . . . . .     October 17, 1995      Renewal
Montcalm County
   Village of Mc Bride      . . . . . . .      August 25, 1993      Renewal
Montcalm County
   Township of Sidney       . . . . . . .       March 10, 1996      Renewal
Oakland County
   City of Lake Angelus     . . . . . . .       March 21, 1995      Renewal
Oakland County
   Village of Ortonville    . . . . . . .      August 17, 1993      Renewal
Osceola County
   Township of Marion       . . . . . . .       April 16, 1995      New
Osceola County              
   Township of Middle Branch. . . . . . .        July 22, 1993      New
Ottawa County
   Township of Jamestown    . . . . . . .        April 2, 1997      New
   (A portion of Twp)
Saginaw County
   Township of Albee        . . . . . . .       March 11, 1996      Renewal
Saginaw County
   Township of Birch Run    . . . . . . .     January 18, 1996      Renewal
Saginaw County
   Township of Brady        . . . . . . .    December 11, 1995      Renewal
Saginaw County              
   Township of Fremont      . . . . . . .        June 20, 1995      New
Saginaw County
   Township of Spaulding    . . . . . . .     December 2, 1995      Renewal
Saginaw County
   Township of Taymouth     . . . . . . .     February 6, 1995      Renewal
Saginaw County
   Township of Tittabawassee. . . . . . .      August 15, 1993      Renewal
Saint Joseph County
   Township of Leonidas     . . . . . . .   September 28, 1995      Renewal
Saint Joseph County
   Township of Mendon       . . . . . . .      August 17, 1995      Renewal
Saint Joseph County
   Village of Mendon        . . . . . . .     October 28, 1995      Renewal
Saint Joseph County
   Township of Nottawa      . . . . . . .    February 29, 1997      New
   (A portion of Twp)
Sanilac County
   Township of Delaware     . . . . . . .      March 24, 1995       Renewal
Sanilac County
   Township of Minden       . . . . . . .    February 10, 1995      Renewal
Sanilac County
   Village of Minden City   . . . . . . .        July 22, 1994      Renewal
Shiawassee County
   Township of Bennington   . . . . . . .    December 23, 1995      Renewal
Shiawassee County
   Township of Burns        . . . . . . .     October 9, 1993       Renewal
Shiawassee County
   Village of Byron         . . . . . . .    November 14, 1993      Renewal
Shiawassee County
   Township of New Haven    . . . . . . .       April 13, 1996      Renewal
Shiawassee County
   Township of Rush         . . . . . . .        July 17, 1993      Renewal
Shiawassee County           
   Township of Venice       . . . . . . .      October 9, 1993      Renewal
Shiawassee County
   Village of Vernon        . . . . . . .    February 26, 1994      Renewal
Tuscola County
   Township of Almer        . . . . . . .    February 17, 1994      Renewal
Tuscola County
   Township of Arbela       . . . . . . .    February 22, 1996      Renewal
Tuscola County
   Township of Ellington    . . . . . . .        March 7, 1996      New
   (A portion of Twp)
Tuscola County
   Township of Elmwood      . . . . . . .     January 27, 1994      Renewal
Tuscola County              
   Township of Fremont      . . . . . . .      August 20, 1993      Renewal
Tuscola County              
   Village of Gagetown      . . . . . . .     October 14, 1993
Tuscola County
   Township of Gilford      . . . . . . .       August 5, 1993      New


<PAGE>  

WHERE LOCAL FRANCHISE EXISTS,
  CITY, VILLAGE OR TOWNSHIP                 ITS EFFECTIVE DATE

Van Buren County
   Village of Breedsville   . . . . . . .       April 22, 1997      Renewal
Van Buren County
   Township of Columbia     . . . . . . .          May 1, 1997      Renewal
Van Buren County
   Township of Hamilton     . . . . . . .     November 9, 1994      Renewal
Washtenaw County
   Township of Bridgewater  . . . . . . .         May 26, 1995      Renewal
Washtenaw County
   Township of Lima         . . . . . . .    December 15, 1995      New
Washtenaw County
   Township of Saline       . . . . . . .     October 19, 1995      New
Washtenaw County
   Township of Superior     . . . . . . .     October 29, 1996      New
Washtenaw County
   Township of Webster      . . . . . . .         May 26, 1994      Renewal
   (A portion of Twp)

                                     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, including the
following:

     Standish Service Center located in the North 1/2 of Section 10,
     Township 18 North, Range 4 East, City of Standish, Arenac
     County, Michigan.

     Marshall Training Center located in the South 1/2 of the
     Northeast 1/4 of Section 35, Township 2 South, Range 6 West,
     Marshall Township, Calhoun County, Michigan.

     Eaton Rapids Field Office located in the Southeast 1/4 of the
     Southwest 1/4 of Section 36, Township 2 North, Range 3 West,
     Eaton Rapids Township, Eaton County, Michigan.

     Lansing Credit Union located in the West 1/2 of the
     Northwest 1/4 of Section 9, Township 4 North, Range 2 West, City
     of Lansing, Ingham County, Michigan.

     Zeeland Work Headquarters located in the Southwest 1/4 of the
     Northwest 1/4 of Section 23, Township 5 North, Range 15 West,
     Holland Township, Ottawa County, Michigan.


                                     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 line 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.

     The real property, rights of way, easements, permits, privileges and
rights for or relating to the construction, maintenance or operation of
certain telephone properties and radio communication equipment, the land
and rights for which are owned by the Company, which are either not built
or are not being constructed as follows:

     Alma Radio Tower Site located West of Alger Road and East of the
     Ann Arbor Railroad right of way in the North 1/2 of the
     Northeast 1/4 of Section 33, Township 12 North, Range 3 West,
     City of Alma, Gratiot County, Michigan.

     Allen Radio Tower Site located West of Sand Lake Road in the
     East 1/2 of the Southeast 1/4 of Section 36, Township 6 South,
     Range 4 West, Allen Township, Hillsdale County, Michigan.

     Colon Radio Tower Site located South of Spring Creek Road and
     West of Farrand Road in the Northeast 1/4 of the Northwest 1/4
     of Section 15, Township 6 South, Range 9 West, Colon Township,
     St. Joseph County, Michigan.

     Bad Axe Radio Tower Site located North of Priemer Road and West
     of Verona Road in the Southeast 1/4 of the Southeast 1/4 of
     Section 12, Township 15 North, Range 13 East, Bingham Township,
     Huron County, Michigan.

     Midland Radio Tower Site located East of Jefferson Road and
     North of Saiko Road in the West 1/2 of the Southwest 1/4 of
     Section 3, Township 16 North, Range 2 East, Mills Township,
     Midland County, Michigan.

     Dundee Radio Tower Site located on the West side of
     Dundee-Azalia Road in the Southeast 1/4 of the Southeast 1/4 of
     Section 1, Township 6 South, Range 6 East, Dundee Township,
     Monroe County, Michigan.

     Owosso Radio Tower Site located South of Highway M-21 and North
     of Simpson Road in the Northeast 1/4 of the Northwest 1/4 of
     Section 20, Township 7 North, Range 2 East, Owosso Township,
     Shiawassee County, Michigan.

     Sharon Valley Radio Tower Site located on the East side of
     Sylvan Road and North or Wingate Road in the Southwest 1/4 of
     the Northwest 1/4 of Section 15, Township 3 South, Range 3 East,
     Sharon Township, Washtenaw County, Michigan.


                                     XI.

                             OTHER REAL PROPERTY


     All other real property of the Company and all interests therein, of
every nature and description (except any in the Indenture expressly
excepted) wherever located, in the State of Michigan, acquired by it and
not heretofore described in the Indenture or any supplement thereto and
not heretofore released from the line of the Indenture, including:


                               Allegan County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Allegan, described as follows:

     Lots 9 and 10 in Block 12, Lots 1, 2, 4, 5, 6, 7, 8 and 9
     in Block 16, and Lots 1, 2, 3, 4, 8 and 9 in Block 20, all being
     a part of the South Haven Highlands, a subdivision in Section
     24, Township 1 North, Range 17 West, according to the recorded
     plat thereof, as recorded in Liber 4 of Plats on page 50,
     Allegan County Records.

     Lot 12 in Block 20 in the subdivision of South Haven Highlands,
     in Section 24, Township 1 North, Range 17 West, according to the
     recorded plat thereof, as recorded in Liber 4 of Plats on page
     50, Allegan County Records.

     Lot 13 in Block 12 in the subdivision of South Haven Highlands,
     in Section 24, Township 1 North, Range 17 West, according to the
     recorded plat thereof, as recorded in Liber 4 of Plats on page
     50, Allegan County Records.


                                 Bay County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Bay, described as follows:

     The South 660 feet of the Southwest 1/4 of the Northeast 1/4 of
     Section 23, Township 14 North, Range 6 East.

     The East 1/2 of the Southeast 1/4 of Section 23, Township 14
     North, Range 6 East, excepting therefrom the following described
     parcel of land:  To find the place of beginning of said excepted
     parcel of land, commence at the Southeast corner of said
     section; run thence N 88(DEGREE) 38' 00" W along the South line
     of said section, 661.57 feet to the place of beginning of the
     description of said excepted parcel of land; thence continuing N
     88(DEGREE) 38' 00" W, 342.78 feet; thence N 00(DEGREE) 31' 52"
     E, 1307.33 feet to the South 1/8 line of said section; thence S
     88(DEGREE) 30' 00" E, 338.73 feet; thence S 00(DEGREE) 21' 15"
     W, 1306.61 feet to the place of beginning of said excepted
     parcel of land.

     The East 1/2 of the West 1/2 of the Southwest 1/4 of Section 24,
     Township 14 North, Range 6 East.


                                Branch County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Branch, described as follows:

     A parcel of land in the Southeast 1/4 and the South 1/4 of the
     Northeast 1/4 of Section 3, Township 5 South, Range 7 West,
     being more particularly described as follows: Beginning at the
     South 1/4 corner of said Section 3 and running thence N
     00(DEGREE) 35' 26" E, 2664.48 feet along the North and South 1/4
     line to the center of said Section 3; thence continuing along
     said North and South 1/4 line N 00(DEGREE) 35' 26" E, 665.98
     feet to the North line of the South 1/4 of the Northeast 1/4;
     thence along said North line N 88(DEGREE) 42' 35" E, 2634.64
     feet to the East line of said section; thence along said East
     line S 00(DEGREE) 38' 56" W, 665.17 feet to the East 1/4 corner
     of said section; thence continuing along said East line S
     00(DEGREE) 28' 58" W, 1857.56 feet; thence North 66(DEGREE) 05'
     38" W, 396.00 feet; thence parallel with the South line of said
     section S 88(DEGREE) 29' 28" W, 647.00 feet; thence S 01(DEGREE)
     30' 32" E, 701.00 feet; thence parallel with the South line of
     said section S 88(DEGREE) 29' 28" W, 829.00 feet; thence S
     01(DEGREE) 30' 32" E, 266.00 feet to the South line of said
     section and the center line of Hayner Road right of way; thence
     along said South line and said road right of way center line S
     88(DEGREE) 29' 28" W, 833.36 feet to the point of beginning. 

     The North 10 acres of the South 1/2 of the Southeast 1/4 of the
     Northeast 1/4 of Section 33, Township 5 South, Range 7 West,
     being more particularly described as follows:  To find the point
     of beginning of this description, commence at the East 1/4
     corner of said Section 33; thence N 00(DEGREE) 13' 38" E, along
     the East line of said section, 328.30 feet to the point of
     beginning of this description; thence continuing N 00(DEGREE)
     13' 38" E, along said East line of said section, 330.57 feet to
     the North line of the South 1/2 of the Southeast 1/4 of the
     Northeast 1/4 of said section; thence N 89(DEGREE) 16' 18" W,
     along said North line, 1317.34 feet to the West line of the
     Southeast 1/4 of the Northeast 1/4 of said section; thence S
     00(DEGREE) 23' 44" W, along said West line, 330.57 feet to the
     South line of the North 10 acres of the South 1/2 of the
     Southeast 1/4 of the Northeast 1/4 of said section; thence S
     89(DEGREE) 16' 18" E, along said South line, 1318.33 feet to the
     point of beginning.

     The South 10 acres of the Southeast 1/4 of the Northeast 1/4 of
     Section 33, Township 5 South, Range 7 West, being more
     particularly described as follows:  Beginning at the East 1/4
     corner of said Section 33; running thence N 89(DEGREE) 18' 13"
     W, along the East and West 1/4 line of said section, 1319.28
     feet to the West line of the Southeast 1/4 of the Northeast 1/4
     of said section; thence N 00(DEGREE) 23' 44" E, along said West
     line of the Southeast 1/4 of the Northeast 1/4 of said section,
     329.03 feet to the North line of the South 10 acres of said
     Southeast 1/4 of the Northeast 1/4 of said section; thence S
     89(DEGREE) 16' 18" E, along said North line of said South 10
     acres of the Southeast 1/4 of the Northeast 1/4 of said section,
     1318.33 feet to a point on the East section line of said
     section; thence S 00(DEGREE) 13' 38" W, along said East section
     line, 328.30 feet to the point of beginning.

     A strip of land 190 feet in width across the North 1/2 of the
     Southeast 1/4 of the Northeast 1/4 of Section 33, Township 5
     South, Range 7 West, being more particularly described as
     follows:  To find the point of beginning of this description,
     commence at the East 1/4 corner of said Section 33; thence N
     00(DEGREE) 13' 38" E, along the East line of said section,
     658.87 feet to the South line of the North 1/2 of the Southeast
     1/4 of the Northeast 1/4 of said section; thence N 89(DEGREE)
     16' 18" W, along said South line, 1051.07 feet to a point 215
     feet East of the center line of Consumers Energy Company's
     existing Verona Batavia electric transmission line, said point
     being the point of beginning of this description; thence
     continuing N 89(DEGREE) 16' 18" W, along said South line, 190.02
     feet; thence N 00(DEGREE) 07' 27" E, along a line 25 feet East
     of and parallel with the center line of said existing
     transmission line, 659.58 feet to the North line of the North
     1/2 of the Southeast 1/4 of the Northeast 1/4 of said section;
     thence S 89(DEGREE) 14' 22" E, along said North line, 190.02
     feet; thence S 00(DEGREE) 07' 27" W 659.48 feet to the point of
     beginning.

     A parcel of land in the Northeast 1/4 of Section 21, and in the
     Northwest 1/4 of Section 22, Township 6 South, Range 7 West,
     described as follows:  Commencing at the Northeast corner of
     said Section 21 and running thence N 89(DEGREE) 54' 51" E, 8.39
     feet to a point in the center line of Snow Prairie Road; thence
     along the center line of said Snow Prairie Road S 28(DEGREE) 04'
     51" W, 629.86 feet to the point of beginning of this
     description; thence S 65(DEGREE) 27' 32" E, 660.15 feet; thence
     S 27(DEGREE) 45' 51" W, 600.00 feet; thence S 89(DEGREE) 30' 51"
     W, 754.00 feet to a point on the center line of Snow Prairie
     Road; thence along said Snow Prairie Road center line N
     28(DEGREE) 04' 51" E, 919.78 feet to the point of beginning.
     Excepting therefrom a parcel of land described as:  Commencing
     at the Northeast corner of said Section 21 and running thence N
     89(DEGREE) 54' 51" E, 8.39 feet to a point in the center line of
     Snow Prairie Road; thence along the center line of said Snow
     Prairie Road S 28(DEGREE) 04' 51" W, 629.86 feet to the point of
     beginning; thence continuing along said road center line, S
     28(DEGREE) 04' 51" W, 207.96 feet; thence S 61(DEGREE) 55' 09"
     E, 200.00 feet; thence N 28(DEGREE) 04' 51" E, 220.31 feet;
     thence N 65(DEGREE) 27' 32" W, 200.06 feet to the point of
     beginning.

     A parcel of land in the Northeast 1/4 of the Northeast 1/4 of
     Section 34, Township 6 South, Range 7 West, described as: 
     Commencing at the Northeast corner of said Section 34 and
     running thence S 89(DEGREE) 58' 53" W, 1305.52 feet along the
     North line of said Section 34 to the West line of the Northeast
     1/4 of the Northeast 1/4 of said Section 34; thence along said
     West line S 00(DEGREE) 07' 01" E, 446.35 feet to the place of
     beginning of this description; thence continuing along said West
     line S 00(DEGREE) 07' 01" E, 132.79 feet; thence N 64(DEGREE)
     31' 39" E, 281.71 feet; thence N 20(DEGREE) 05' 33" W, 120.53
     feet; thence S 64(DEGREE) 31' 39" W, 236.14 feet to the place of
     beginning.

     A parcel of land in the Northwest 1/4 of Section 10, Township 7
     South, Range 7 West, described as follows: Commencing at the
     North 1/4 corner of said Section 10 and running thence S
     89(DEGREE) 36' 53" W, 442.72 feet along the North line of said
     Section 10 and the center line of Lockwood Road to the point of
     beginning of this description; thence continuing S 89(DEGREE)
     36' 53" W, 251.26 feet along said North line and said center
     line of Lockwood Road; thence S 01(DEGREE) 24' 39" E, 306.28
     feet; thence N 89(DEGREE) 36' 53" E, 251.26 feet; thence N
     01(DEGREE) 24' 39" W, 306.28 feet to the point of beginning.

     The Southwest 1/4 of the Southwest 1/4, except the East 16 rods
     and except the South 72 rods thereof, of Section 19, Township 7
     South, Range 7 West, said parcel being more particularly
     described as follows:  To find the point of beginning of this
     description, commence at the Southwest corner of said Section
     19; thence N 00(DEGREE) 16' 17" E along the West line of said
     section, 1188.00 feet to the point of beginning of this
     description; thence continuing N 00(DEGREE) 16' 17" E, 145.11
     feet to the North line of the Southwest 1/4 of the Southwest 1/4
     of said section; thence S 89(DEGREE) 35' 36" E along said North
     line, 1213.75 feet; thence S 00(DEGREE) 21' 29" W, 143.50 feet;
     thence N 89(DEGREE) 40' 10" W, 1213.53 feet to the point of
     beginning.

     The Northeast 1/4 of the Northwest 1/4 of Section 28, Township 7
     South, Range 8 West, more particularly described as follows: 
     Commence at the North 1/4 corner of said Section 28; thence
     along the North and South 1/4 line of said Section 28, S
     00(DEGREE) 33' 39" W, 1321.29 feet to the South line of the
     Northeast 1/4 of the Northwest 1/4 of said Section 28; thence
     along said South line N 89(DEGREE) 37' 27" W, 1309.33 feet to
     the West line of said Northeast 1/4 of the Northwest 1/4; thence
     along said West line N 00(DEGREE) 34' 14" E, 1323.64 feet to the
     North line of said Section 28 and the center line of Carpenter
     Road right of way; thence along said North section line and road
     right of way center line S 89(DEGREE) 31' 18" E, 1309.10 feet to
     the place of beginning.

     A parcel of land in the North 1/2 of the Northwest 1/4
     of Section 33, Township 7 South, Range 8 West, more particularly
     described as follows:  To find the place of beginning, commence
     at the Northwest corner of said Section 33; thence S 89(DEGREE)
     38' 48" E, 33.00 feet along the North line of said Section 33
     and the center line of Douglas Road to the place of beginning of
     this description; thence continuing S 89(DEGREE) 38' 48" E,
     82.00 feet along said North line and said center line of Douglas
     Road; thence S 00(DEGREE) 07' 14" W, 659.89 feet; thence N
     89(DEGREE) 35' 48" W, 82.00 feet; thence N 00(DEGREE) 07' 14" E,
     659.79 feet to the place of beginning.

                               Calhoun County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Calhoun, described as follows:

     The West 1/2 of the West 1/2 of the Southwest 1/4 of Section 26,
     Township 1 South, Range 7 West, excepting a parcel containing 1-
     1/4 acres described as:  Commencing at the Southeast corner of
     the West 1/2 of the West 1/2 of the Southwest 1/4 of Section 26;
     thence West 15 rods; thence North 13-1/3 rods; thence East 15
     rods; thence South 13-1/3 rods to the place of beginning.  Also
     excepting the North 36 rods of the West 1/2 of the West 1/2 of
     the Southwest 1/4 of Section 26. And also excepting a parcel
     described as beginning at a point 15 rods East of the Southwest
     corner of Section 26; thence North 16 rods; thence East 10 rods;
     thence South 16 rods; thence West 10 rods to the point of
     beginning.  Excepting all oil, gas and other minerals in and
     under the above-described parcel.

     The North 70 acres of the East 120 acres of the Northeast 1/4 of
     Section 33, Township 1 South, Range 7 West, more particularly
     described as follows:  Commencing at the Northeast corner of
     said Section 33, the point of beginning of this description;
     thence N 89(DEGREE) 39' 47" W, 1991.65 feet along the center
     line of N Drive North and the North line of said Section 33;
     thence S 00(DEGREE) 27' 57" E, 1544.61 feet; thence S 89(DEGREE)
     31' 08" E, 1996.97 feet to a point on the center line of Nine
     Mile road and the East section line of said Section 33; thence N
     00(DEGREE) 39' 34" W, 1549.71 feet along said center line and
     said East section line to the point of beginning.  Excepting 1/2
     of the oil and gas in and under the land herein described.

     The North 330 feet of the Northeast 1/4 of the Northwest 1/4
     lying East of Bellevue Highway, and the North 330 feet of the
     West 1/2 of the Northwest 1/4 of the Northeast 1/4 of Section
     33, Township 1 South, Range 7 West, more particularly described
     as:  Commencing at the North 1/4 corner of said Section 33, the
     point of beginning of this description; thence N 88(DEGREE) 48'
     08" W, 143.44 feet along the North line of said Section 33 and
     the center line of N Drive North to a point in the center line
     of Bellevue Highway; thence along the center line of said
     Bellevue Highway S 18(DEGREE) 15' 28" W, 345.08 feet; thence S
     88(DEGREE) 48' 08" E, 253.89 feet to a point on the North and
     South 1/4 line of said Section 33; thence S 89(DEGREE) 39' 47"
     E, 668.51 feet to a point on the East line of the West 1/2 of
     the Northwest 1/4 of the Northeast 1/4 of said section; thence
     along said East line N 00(DEGREE) 27' 57" W, 330.03 feet to a
     point on the center line of N Drive North and the North line of
     said Section 33; thence N 89(DEGREE) 39' 47" W, 663.89 feet to
     the point of beginning.  Excepting all oil, gas and mineral
     rights owned by Erasma D. Butchbaker at the time of her death.

     A strip of land across the South 433.62 feet (6 chains 57 links)
     of the Southwest 1/4 of the Northwest 1/4 of Section 28,
     Township 1 South, Range 7 West, and across the North 664.13 feet
     (10 chains 6-1/4 links) of the Northwest 1/4 of the Southwest
     1/4 of said Section 28, and being more particularly described as
     follows:  To find the point of beginning of this description,
     commence at the West 1/4 corner of said Section 28; thence S
     89(DEGREE) 29' 34" E, along the East and West 1/4 line of said
     section, 965.53 feet to the point of beginning of this
     description; thence S 01(DEGREE) 36' 31" W, along the Easterly
     line of existing Consumers Energy Company property, 664.25 feet;
     thence S 89(DEGREE) 29' 34" E, 254.21 feet; thence N 01(DEGREE)
     01' 47" E, 664.15 feet to the East and West 1/4 line of said
     section; thence continuing N 01(DEGREE) 01' 47" E, 433.64 feet;
     thence N 89(DEGREE) 29' 34" W, 243.12 feet to the Easterly line
     of existing Consumers Energy Company property; thence S
     01(DEGREE) 36' 31" W, along said existing Consumers Energy
     Company easterly property line, 433.70 feet to the point of
     beginning. Except any part thereof that may lie Southerly of the
     center of the bed of Battle Creek River.  Excepting all oil, gas
     and other minerals (but not sand, clay or gravel) in and under
     the above described strip of land, but without any right
     whatsoever of surface entry or surface use upon said land in
     connection therewith.

     A parcel of land in the Northwest 1/4 of Section 34, Township 1
     South, Range 7 West, described as follows:  To find the point of
     beginning, commence at the West 1/4 corner of said Section 34;
     thence N 00(DEGREE) 39' 34" W, 1926.90 feet along the West line
     of said Section 34 and the center line of McAllister Road;
     thence N 89(DEGREE) 20' 26" E, 33.00 feet; thence Northeasterly
     a distance of 125.00 feet along the arc of a curve to the right
     having a radius of 539.98 feet and a chord bearing N 05(DEGREE)
     58' 20" E, 124.72 feet, to the point of beginning of this
     description; thence Northeasterly a distance of 130.00 feet
     along the arc of a curve to the right having a radius of 539.98
     feet and a chord bearing N 19(DEGREE) 30' 03" E, 129.69 feet;
     thence S 63(DEGREE) 36' 08" E, 169.56 feet; thence S 18(DEGREE)
     58' 13" W, 88.87 feet; thence N 77(DEGREE) 23' 46" W, 170.39
     feet to the point of beginning.

     A parcel of land in the Northwest 1/4 of Section 34, Township 1
     South, Range 7 West, described as follows:  To find the point of
     beginning, commence at the West 1/4 corner of said Section 34;
     thence N 00(DEGREE) 39' 34" W, 1926.90 feet along the West line
     of said Section 34 and the center line of McAllister Road;
     thence N 89(DEGREE) 20' 26" E, 33.00 feet to the point of
     beginning of this description; thence Northeasterly a distance
     of 125.00 feet along the arc of a curve to the right having a
     radius of 539.98 feet and a chord bearing N 05(DEGREE) 58' 20"
     E, 124.72 feet; thence S 77(DEGREE) 23' 46" E, 170.39 feet;
     thence S 18(DEGREE) 58' 13" W, 90.03 feet; thence S 89(DEGREE)
     20' 26" W, 150.00 feet to the point of beginning.

     The North 3/4 of the West 1/2 of the Northwest 1/4 of Section
     34, Township 1 South, Range 7 West; except the Subdivision of
     Hillcrest Acres; also except all that part of said North 3/4 of
     the West 1/2 of the Northwest 1/4 of said Section 34 lying North
     of the angling portion of McAllister Road (also called Gorsline
     Road); also except a parcel of land described as beginning at
     the Northeast corner of Lot 8 of Hillcrest Acres Subdivision;
     thence East 150 feet; thence South 220 feet; thence West 150
     feet to the Southeast corner of Lot 7 of said Hillcrest Acres;
     thence North 220 feet along the East lines of said Lots 7 and 8
     to the point of beginning; also except a parcel of land
     described as beginning 1926.90 feet North of and 33 feet East of
     the West 1/4 corner of said Section 34; thence Northeasterly
     along the Southeasterly right of way line of McAllister Road
     (Gorsline) 255 feet; thence S 62(DEGREE) 56' 44" E, 169.56 feet;
     thence S 19(DEGREE) 37' 47" W, 178.90 feet; thence West 150 feet
     to the place of beginning. 

     A parcel of land in the Southeast 1/4 of Section 2, Township 2
     South, Range 7 West, more particularly described as:  Commencing
     at the South 1/4 corner of said Section 2, the point of
     beginning of this description; thence N 89(DEGREE) 19' 18" E,
     385.68 feet along the South line of said Section 2; thence N
     00(DEGREE) 27' 23" W, 591.48 feet; thence S 84(DEGREE) 32' 37"
     W, 243.00 feet; thence S 89(DEGREE) 32' 37" W, 143.60 feet to a
     point on the North and South 1/4 line of said Section 2; thence
     S 00(DEGREE) 27' 23" E, 571.80 feet along said North and South
     1/4 line to the point of beginning.

     A part of the Southwest 1/4 of and part of the Southeast 1/4 of
     Section 2, Township 2 South, Range 7 West, described as: 
     Commencing at the South 1/4 corner of said Section 2 and running
     thence N 00(DEGREE) 27' 23" W, 571.80 feet along the North and
     South 1/4 line to the place of beginning of this description;
     thence N 89(DEGREE) 32' 37" E, 143.60 feet; thence N 00(DEGREE)
     27' 23" W, 1328.33 feet to the center line of Verona Road;
     thence along said center line N 60(DEGREE) 40' 56" W, 338.26
     feet; thence S 00(DEGREE) 27' 23" E, 1496.31 feet; thence N
     89(DEGREE) 32' 37" E, 150.00 feet to the place of beginning.

     The Easterly 230 feet of that part of the Northeast 1/4 of the
     Southwest 1/4 of Section 2, Township 2 South, Range 7 West,
     lying North of the center line of Verona Road, being more
     particularly described as:  Commencing at the East 1/4 corner of
     said Section 2 and running thence S 89(DEGREE) 42' 17" W,
     2652.11 feet along the East and West 1/4 line to the center of
     said Section 2 and the point of beginning of this description;
     thence continuing S 89(DEGREE) 42' 17" W, along said East and
     West 1/4 line, 230.00 feet; thence S 00(DEGREE) 27' 23" E,
     553.07 feet to the center line of Verona Road; thence along said
     center line S 60(DEGREE) 40' 56" E, 264.98 feet to the North and
     South 1/4 line of said Section; thence along said North and
     South 1/4 line N 00(DEGREE) 27' 23" W, 684.02 feet to the point
     of beginning.

     A part of the North 3/4 of the West 1/8 of the Northeast 1/4 of
     Section 11, Township 2 South, Range 7 West, said parcel being
     more particularly described as follows: Commencing at the North
     1/4 corner of said Section 11 and running thence S 00(DEGREE)
     37' 01" E, 792.00 feet along the North and South 1/4 line of
     said Section 11 to the point of beginning of this description;
     thence continuing along said North and South 1/4 line S
     00(DEGREE) 37' 01" E, 792.00 feet; thence N 89(DEGREE) 22' 59"
     E, 110.00 feet; thence S 00(DEGREE) 37' 01" E, 402.42 feet
     parallel with said North and South 1/4 line to the center line
     of "I" Drive North road right of way; thence along said road
     right of way center line N 89(DEGREE) 37' 21" E, 185.00 feet;
     thence N 00(DEGREE) 37' 01" W, 403.19 feet parallel with said
     North and South 1/4 line; thence S 89(DEGREE) 22' 59" W, 75.00
     feet; thence N 00(DEGREE) 37' 01" W, 792.00 feet parallel with
     said North and South 1/4 line; thence S 89(DEGREE) 22' 59" W,
     220.00 feet to the point of beginning.  Excepting one-half of
     the minerals in and under the land herein described.

     A part of the West 1/8 of the North 3/4 of the Northeast 1/4,
     and also the West 5 acres of the East 1/2 of the West 1/2 of the
     North 3/4 of the West 1/2 of the Northeast 1/4, of Section 11,
     Township 2 South, Range 7 West, all of said land being more
     particularly described as follows: Beginning at the North 1/4
     corner of said Section 11; thence S 00(DEGREE) 37' 01" E along
     the North and South 1/4 line of said section, 792.00 feet;
     thence N 89(DEGREE) 22' 59" E, 220.00 feet; thence S 00(DEGREE)
     37' 01" E parallel with said North and South 1/4 line, 792.00
     feet; thence N 89(DEGREE) 22' 59" E, 75.00 feet; thence S
     00(DEGREE) 37' 01" E parallel with said North and South 1/4
     line, 403.19 feet to the center line of the road right of way of
     "I" Drive North; thence N 89(DEGREE) 37' 21" E along said road
     right of way center line, 145.71 feet; thence N 00(DEGREE) 36'
     08" W, 1988.26 feet to the North line of said section; thence S
     89(DEGREE) 19' 18" W along said North section line, 441.24 feet
     to the point of beginning.

     A part of the Southwest 1/4 of Section 14 lying Southerly of
     Highway I-94 right of way, and a part of the Southeast 1/4 of
     Section 14 lying Southerly of Highway I-94 right of way, in
     Township 2 South, Range 7 West, described as: Commencing at the
     South 1/4 corner of said section 14, the point of beginning of
     this description; thence S 89(DEGREE) 50' 10" W, 917.73 feet
     along the South line of said Section 14; thence N 00(DEGREE) 18'
     34" W, 2115.12 feet to the Southerly right of way of Highway I-
     94; thence along said Southerly right of way N 69(DEGREE) 14'
     28" E, 974.89 feet to the North and South 1/4 line of said
     Section 14; thence continuing along said Southerly right of way
     N 69(DEGREE) 14' 28" E, 126.21 feet; thence S 00(DEGREE) 14' 17"
     E, 2502.44 feet to the South line of said Section 14; thence S
     89(DEGREE) 50' 10" W, 110.88 feet along said South line to the
     point of beginning.

     All that part of the Westerly 100 acres of that part of Section
     23, Township 2 South, Range 7 West, lying Northerly of the North
     right of way line of the railroad that lies East of a line that
     is 230 feet West of and parallel to the North and South 1/4 line
     of said Section 23, more particularly described as follows: 
     Commencing at the Northwest corner of Section 23, Township 2
     South, Range 7 West, and running thence along the North line of
     said Section 23 and the center line of the "F" Drive North right
     of way N 89(DEGREE) 50' 10" E, 2405.09 feet to the point of
     beginning of this description; thence continuing along said
     North line and said center line of the road right of way N
     89(DEGREE) 50' 10" E, 230.00 feet to the North 1/4 corner of
     said Section 23; thence continuing along said North line and
     said center line of the road right of way N 89(DEGREE) 50' 10"
     E, 373.75 feet; thence S 00(DEGREE) 07' 42" W, 2234.70 feet to
     the Northerly right of way of the railroad; thence along said
     railroad right of way N 62(DEGREE) 19' 36" W, 666.02 feet;
     thence parallel to said North and South 1/4 line N 00(DEGREE)
     15' 54" W, 1922.96 feet to the point of beginning.

     All those two parcels of land situate in the Township of Emmett,
     County of Calhoun, State of Michigan, being that property of the
     former Detroit, Toledo and Milwaukee Railroad Company further
     bounded and described as follows according to a plan of survey
     made by Sheridan Surveying Company, James H. Miller, Registered
     Land Surveyor No. 27456, dated January 9, 1992, marked Exhibit
     A, attached hereto and made a part hereof:

     Parcel 1:  Being the North 22 feet of the Northeast 1/4 of the
     Southeast 1/4 and the South 50 feet of the Southeast 1/4 of the
     Northeast 1/4 of Section 27, Township 2 South, Range 7 West, and
     being further described as follows: Beginning at the East 1/4
     corner of said Section 27; thence along the East line of said
     Section 27 S 00(DEGREE) 19' 38" E, 22.00 feet; thence parallel
     with the East and West 1/4 line of said section N 89(DEGREE) 39'
     46" W, 1325.05 feet to the West line of the Northeast 1/4 of the
     Southeast 1/4; thence N 00(DEGREE) 12' 27" W, 22.00 feet to the
     Northwest corner of the Northeast 1/4 of the Southeast 1/4;
     thence along the West line of the Southeast 1/4 of the Northeast
     1/4 N 00(DEGREE) 04' 02" W, 50.00 feet; thence parallel with the
     East and West 1/4 line of said section, S 89(DEGREE) 39' 46" E,
     1325.02 feet to the East line of said section; thence
     S 00(DEGREE) 02' 48" E, 50.00 feet to the point of beginning.

     Parcel 2:  Being the North 33 feet of the West 1/2 of the
     Southwest 1/4, the South 33 feet of the West 1/2 of the
     Northwest 1/4, the North 50 feet of the East 1/2 of the
     Southwest 1/4, and a strip which varies from 0.00 feet to 50
     feet in width across the North 50 feet of the Southeast 1/4 of
     Section 26, Township 2 South, Range 7 West, and being further
     described as follows:  Beginning at the West 1/4 corner of said
     Section 26; thence along the West line of said Section 26 N
     00(DEGREE) 02' 48" W, 33.00 feet; thence parallel with the East
     and West 1/4 line of said section N 89(DEGREE) 50' 00" E,
     1325.63 feet to the East line of the Southwest 1/4 of the
     Northwest 1/4; thence S 00(DEGREE) 09' 18" E, 33.00 feet to the
     Southeast corner of said Southwest 1/4 of the Northwest 1/4;
     thence along the East and West 1/4 line of said section N
     89(DEGREE) 50' 00" E, 1325.70 feet to the center of said
     section; thence continuing along the East and West 1/4 line of
     said section N 89(DEGREE) 50' 00" E, 2619.68 feet to a point
     which lies S 89(DEGREE) 50' 00" W, 28.00 feet from the East 1/4
     corner, said point being on a railroad curve concave to the
     Northwest and having a radius of 1763.18 feet and a degree of
     curve of 3(DEGREE) 15' 00"; thence Southwesterly along said
     curve through a central angle of 13(DEGREE) 40' 43", 420.94
     feet; thence parallel with and 50.00 feet South of the East and
     West 1/4 line of said section S 89(DEGREE) 50' 00" W, 2202.66
     feet to the North and South 1/4 line of said section; thence
     continuing S 89(DEGREE) 50' 00" W, 1325.66 feet to the East line
     of the Northwest 1/4 of the Southwest 1/4 of said Section 26;
     thence along said East line N 00(DEGREE) 17' 43" W, 17.00 feet;
     thence parallel with and 33.00 feet South of said East and West
     1/4 line S 89(DEGREE) 50' 00" W, 1325.67 feet to the West line
     of said Section 26; thence N 00(DEGREE) 19' 38" W, 33.00 feet to
     the point of beginning.

     The Northwest 1/4 of Section 11, Township 3 South, Range 7 West,
     except a parcel described in Liber 113 of Deeds at page 284 as
     follows:  A strip of land 16 feet in width running in a
     triangular course across the Southeast part of the West 1/2 of
     the Northwest 1/4 of Section 11, 60 rods, along on the line so
     described as the Fanning Drain as described on the profile of
     said drain.  Also excepting therefrom: Beginning at the
     Northwest corner of Section 11, Township 3 South, Range 7 West;
     thence East 42 rods; thence 35-1/2 rods, more or less, to the
     center of a ditch; thence Westerly in the center of the ditch to
     the West section line; thence North to the place of beginning.
     Excepting all oil, gas, and other minerals, but not including
     sand, clay, or gravel, in, on, or underlying said parcel of
     land.

     A parcel of land in the Northeast 1/4 of Section 35, Township 2
     South, Range 7 West, more particularly described as:  To find
     the point of beginning, commence at the North 1/4 corner of said
     Section 35; thence S 89(DEGREE) 13' 40" E, along the North line
     of said section, 327.76 feet to the point of beginning of this
     description; thence S 00(DEGREE) 46' 20" W, 225.00 feet; thence
     S 89(DEGREE) 13' 40" E, 220.00 feet; thence N 00(DEGREE) 46' 20"
     E, 225.00 feet to the North line of said section; thence N
     89(DEGREE) 13' 40" W, along said North section line, 220.00 feet
     to the point of beginning.

     All that part of the East 1/2 of the Northwest 1/4 of Section 34
     lying Southerly and Easterly of the center line of Oak Grove
     Road, and a portion of that part of the West 1/2 of the
     Northeast 1/4 of Section 34 lying Southerly and Easterly of the
     center line of Oak Grove Road, all being in Township 3 South,
     Range 7 West, and all being more particularly described as
     follows:  To find the point of beginning of this description,
     commence at the East 1/4 corner of said Section 34; thence N
     89(DEGREE) 41' 14" W along the East and West 1/4 line of said
     section, 1325.17 feet to the point of beginning of this
     description; thence continuing N 89(DEGREE) 41' 14" W along said
     East and West 1/4 line, 2652.24 feet to the West line of the
     East 1/2 of the Northwest 1/4 of said section; thence N
     00(DEGREE) 05' 00" W along said West line, 371.69 feet to a
     point on the center line of Oak Grove Road; thence N 44(DEGREE)
     50' 04" E along said center line of said road, 3100.64 feet;
     thence S 45(DEGREE) 09' 56" E, 105.01 feet; thence S 89(DEGREE)
     35' 32" E, 387.24 feet to a point on the East line of the West
     1/2 of the Northeast 1/4 of said section; thence S 00(DEGREE)
     06' 44" E along said East line, 2508.19 feet to the point of
     beginning.

     Part of the East 1/2 of the Northwest 1/4 and the West 1/2 of
     the Northeast 1/4 lying North of Oak Grove Road in Section 34,
     Township 3 South, Range 7 West, described as: Commencing at the
     North 1/4 corner of said Section 34; thence N 89(DEGREE) 41' 21"
     W, 14.21 feet along the North section line to the point of
     beginning of this description; thence continuing along said
     North section line N 89(DEGREE) 41' 21" W, 1311.22 feet to the
     West line of the East 1/2 of the Northwest 1/4 of said Section
     34; thence S 00(DEGREE) 05' 00" E, 403.13 feet along said West
     line; thence S 45(DEGREE) 09' 56" E, 1320.94 feet to a point in
     the center line of Oak Grove Road; thence along said center line
     N 44(DEGREE) 50' 04" E, 1201.24 feet; thence N 44(DEGREE) 51'
     13" W, 670.75 feet to the point of beginning.

     The West 1/2 of the Northeast 1/4, and the Northeast 1/4 of the
     Northeast 1/4, of Section 15, Township 4 South, Range 7 West,
     all being more particularly described as follows:  Beginning at
     the Northeast corner of said Section 15; thence N 89(DEGREE) 24'
     09" W along the North line of said section 2695.10 feet to the
     North 1/4 corner of said section; thence S 00(DEGREE) 32' 21" W
     along the North and South 1/4 line of said section and the
     center line of 9-1/2 Mile Road, 2663.23 feet to the center of
     said section; thence S 89(DEGREE) 21' 55" E along the East and
     West 1/4 line of said section and the center line of "Q" Drive
     South, 1347.60 feet to the East line of the West 1/2 of the
     Northeast 1/4 of said section; thence N 00(DEGREE) 32' 17" E
     along said East line of the West 1/2 of the Northeast 1/4 of
     said section, 1332.06 feet to the South line of the Northeast
     1/4 of the Northeast 1/4 of said section; thence S 89(DEGREE)
     23' 02" E along said South line of the Northeast 1/4 of the
     Northeast 1/4 of said section 1347.58 feet to the East line of
     said section; thence N 00(DEGREE) 32' 13" E along said East line
     of said section, 1332.50 feet to the point of beginning.

     The East 1/4 of Section 27 lying South of Highway M-60, except
     the East 1/2 of the Northeast 1/4 of said section; also the East
     132 feet of the Northwest 1/4 of the Southeast 1/4 of Section 27
     lying South of Highway M-60, all in Township 4 South, Range 7
     West, more particularly described as:  Commencing at the East
     1/4 corner of said Section 27, the point of beginning of this
     description; thence along the East and West 1/4 line N
     89(DEGREE) 39' 27" W, 542.66 feet to a point on the center line
     of Highway M-60; thence along said center line S 45(DEGREE) 25'
     00" W, 223.78 feet to a point on a curve to the right having a
     radius of 5729.65 feet; thence Southwesterly 989.28 feet along
     the arc of said curve through a central angle of 09(DEGREE) 53'
     34" to the West line of the East 132.00 feet of the Northwest
     1/4 of the Southeast 1/4 of said section; thence along said West
     line S 00(DEGREE) 08' 15" W, 537.92 feet to the South line of
     said Northwest 1/4 of the Southeast 1/4; thence along said South
     line S 89(DEGREE) 43' 36" E, 132.00 feet to the West line of the
     East 1/4 of said Section 27; thence along said West line S
     00(DEGREE) 08' 15" W, 1331.36 feet to the South line of said
     Section 27; thence along said South line S 89(DEGREE) 47' 43" E,
     1336.13 feet to the East line of said Section 27; thence along
     said East line N 00(DEGREE) 01' 43" W, 2659.54 feet to the point
     of beginning.

     A parcel of land in the Southeast 1/4 of Section 34, Township 4
     South, Range 7 West, more particularly described as follows:  To
     find the place of beginning, commence at the East 1/4 corner of
     said Section 34; thence along the East and West 1/4 line and the
     center line of "W" Drive South N 89(DEGREE) 47' 34" W, 835.02
     feet to the place of beginning of this description; thence
     continuing along said East and West 1/4 line and said road
     center line N 89(DEGREE) 47' 34" W, 230.01 feet; thence S
     00(DEGREE) 35' 19" W, 595.01 feet; thence N 89(DEGREE) 47' 34"
     W, 20.70 feet; thence S 00(DEGREE) 35' 19" W, 1112.76 feet;
     thence S 89(DEGREE) 47' 24" E, 250.71 feet; thence N 00(DEGREE)
     35' 19" E, 1707.78 feet to the place of beginning.


                                Eaton County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Eaton, described as follows:

     A parcel of land in the Southeast 1/4 of the Southwest 1/4 of
     Section 9, Township 1 North, Range 4 West, described as follows: 
     Beginning at the South 1/4 corner of said section; running
     thence North 89(DEGREE) 27' 05" West along the South line of
     said section, 321.00 feet; thence North 0(DEGREE) 04' 51" West,
     271.50 feet; thence South 89(DEGREE) 27' 05" East, 321.00 feet
     to the North and South 1/4 line of said section; thence South
     0(DEGREE) 04' 51" East along said North and South 1/4 line of
     said section, 271.50 feet to the place of beginning of this
     description.

     A parcel of land in the Southeast 1/4 of the Southwest 1/4 of
     Section 9, Township 1 North, Range 4 West, described as follows: 
     To find the place of beginning of this description, commence at
     the South 1/4 corner of said section; run thence North 0(DEGREE)
     04' 51" West along the North and South 1/4 line of said section,
     271.50 feet to the place of beginning of this description;
     running thence North 89(DEGREE) 27' 05" West, 261.00 feet;
     thence North 0(DEGREE) 04' 51" West, 200.00 feet; thence South
     89(DEGREE) 34' 06" East, 261.00 feet to the North and South 1/4
     line of said section; thence South 0(DEGREE) 04' 51" East along
     said North and South 1/4 line of said section, 200.53 feet to
     the place of beginning.

     A parcel of land in the Southeast 1/4 of the Southwest 1/4 of
     Section 9, Township 1 North, Range 4 West, described as follows: 
     To find the place of beginning of this description, commence at
     the South 1/4 corner of said section; run thence North 0(DEGREE)
     04' 51" West along the North and South 1/4 line of said section,
     472.03 feet to the place of beginning of this description;
     running thence North 89(DEGREE) 34' 06" West, 261.00 feet;
     thence North 0(DEGREE) 04' 51" West, 854.05 feet to the South
     1/8 line of said South section; thence South 89(DEGREE) 30' 19"
     East along said South 1/8 of said section, 261.00 feet to the
     North and South 1/4 line of said section; thence South 0(DEGREE)
     04' 51" East along said North and South 1/4 line of said
     section, 853.76 feet to the place of beginning.

     The West 350 feet of the South 1/2 of the Southeast 1/4 of the
     Northwest 1/4 of Section 10, Township 2 North, Range 4 West,
     being more particularly described as follows:  To find the point
     of beginning of this description, commence at the North 1/4
     corner of said section; run thence North 89(DEGREE) 31' 42" West
     along the North line of said section, 1322.84 feet to the West
     1/8 line of said section; thence South 1(DEGREE) 06' 11" West
     along said West 1/8 line of said section, 1988.96 feet to the
     North line of the South 1/2 of the Southeast 1/4 of the
     Northwest 1/4 of said section and the point of beginning for
     this description; running thence South 89(DEGREE) 43' 20" East
     along said North line of the South 1/2 of the Southeast 1/4 of
     the Northwest 1/4 of said section, 350.04 feet; thence South
     1(DEGREE) 06' 11" West, 662.59 feet to the East and West 1/4
     line of said section; thence North 89(DEGREE) 47' 12" West along
     said East and West 1/4 line of said section, 350.04 feet to the
     West 1/8 line of said section; thence North 1(DEGREE) 06' 11"
     East along said West 1/8 line of said section, 662.99 feet to
     the point of beginning.

     A parcel of land in the East 1/2 of the Northwest 1/4 of Section
     15, Township 2 North, Range 4 West, described as follows:  To
     find the place of beginning, commence at the North 1/4 corner of
     said section; run thence North 89(DEGREE) 50' 49" West along the
     North line of the Northwest 1/4 of said section, 940.09 feet to
     the place of beginning; thence South 0(DEGREE) 36' 37" East,
     330.00 feet; thence North 89(DEGREE) 50' 49" West, 390.00 feet
     to the West 1/8 line of said section; thence North 0(DEGREE) 36'
     37" West along the West 1/8 line of said section, 330.00 feet to
     the North line of the Northwest 1/4 of said section; thence
     South 89(DEGREE) 50' 49" East along the North line of the
     Northwest 1/4 of said section, 390.00 feet to the place of
     beginning.

     The West 350 feet of the East 1/2 of the Northwest 1/4
     of Section 22, Township 2 North, Range 4 West, described
     as follows:  To find the place of beginning of this description,
     commence at the Northwest corner of said section; run thence
     North 89(DEGREE) 57' 40" East along the North line of said
     section, 1327.54 feet to the West 1/8 line of said section and
     the place of beginning of this description; thence continuing
     North 89(DEGREE) 57' 40" East along said North line of said
     section, 350.02 feet; thence South 0(DEGREE) 30' 20" East,
     2652.35 feet to the East and West 1/4 line of said section;
     thence North 89(DEGREE) 51' 37" West along said East and West
     1/4 line of said section, 350.02 feet to the West 1/8 line of
     said section; thence North 0(DEGREE) 30' 20" West along said
     West 1/8 line of said section, 2651.28 feet to the place of
     beginning.

     A parcel of land in Section 36, Township 2 North, Range 3 West,
     described as follows:  To find the place of beginning of this
     description, commence at the South 1/4 post of said Section 36;
     run thence West along the South line of said section, 286.00
     feet to the place of beginning of this description; thence North
     00(DEGREE) 02' 17" West, 269.00 feet; thence East, 286.00 feet
     to a point on the North and South 1/4 line of said section;
     thence North 00(DEGREE) 02' 17" West along said North and South
     1/4 line, 494.56 feet; thence West, 386.00 feet; thence South
     00(DEGREE) 02' 17" East parallel with said North and South 1/4
     line, 763.56 feet to a point on the South line of said section;
     thence East along said South line, 100.00 feet to the point of
     beginning.


                                Emmet County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Emmet, described as follows:

     A parcel of land in the North 1/2 of the Southeast 1/4 of
     Section 10, Township 39 North, Range 4 West, being part of
     Government Lot No. 3, described as:  To find the place of
     beginning, commence at the Southeast corner of said section; run
     thence North 0(DEGREE) 32' 44" East along the East line of
     said section, 1186.82 feet to an iron; thence North 5(DEGREE)
     13' 13" West, 32.1 feet to a P.K. nail said P.K. nail being
     South 05(DEGREE) 13' 13" East, 100.33 feet from the South line
     of Government Lot No. 2; thence South 89(DEGREE) 24' 54" West,
     parallel with the South line of Government Lot No. 2, 1314.36
     feet to an iron on the East line of Government Lot No. 3, said
     iron being North 0(DEGREE) 32' 44" East 1221.34 feet of the
     Southeast corner of Government Lot No. 3; thence North 0(DEGREE)
     32' 44" East, along the East line of Government Lot No. 3, 530.0
     feet to a rebar and the place of beginning of this description;
     thence South 89(DEGREE) 18' 30" West, 50.0 feet to a rebar;
     thence North 0(DEGREE) 32' 44" East parallel with the East line
     of Government Lot No. 3, 438.82 feet to a rebar near the South
     shoreline of Straits of Mackinac; thence continuing North
     0(DEGREE) 32' 44" East to the South shoreline of Straits of
     Mackinac; thence Easterly along the South shoreline of Straits
     of Mackinac to a point that is North 0(DEGREE) 32' 44" East of
     the place of beginning; thence South 0(DEGREE) 32' 44" West to a
     large stone; thence South 00(DEGREE) 32' 44" West, along the
     East line of Government Lot No. 3, 474.66 feet to the place of
     beginning.


                                Ingham County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Ingham, described as follows:

     A parcel of land in the Northwest 1/4 of Section 9, Township 4
     North, Range 2 West, being a part of the Original Plat of the
     Village of Michigan (now City of Lansing), described as
     beginning on the North line of Willow Street at the Southwest
     corner of Lot 8, Block 25 of said Original Plat; run thence
     North along the West line of said Lot 8, 200 feet; thence East a
     distance of 90.75 feet; thence South a distance of 200 feet to
     the North line of Willow Street; thence West 90.75 feet to the
     place of beginning, being also known as the South 200 feet of
     Lot 67 of Assessor's Plat No. 15 of part of the Original Block
     25 of the Plat of Michigan and Outlot "A" of Glendale Place,
     according to the recorded plat thereof as recorded in Liber 10
     of Plats on page 18, Ingham County Records; together with all
     easements for walks or driveways appurtenant thereto or in
     anywise connected therewith.

     That part of Lots 32 and 33 of River View Park No. 1
     Subdivision, in the Northeast 1/4 of Section 8, Township 4
     North, Range 2 West, described as follows:  Commence at a point
     14.77 feet West of the Northeast corner of said Lot 33 and run
     thence Westerly along the Northerly line of said Lots 32 and 33,
     60.00 feet; thence S 37(DEGREE) 16' W, 191.9 feet to the
     Southerly lot line; thence S 73(DEGREE) 29' 50" E, 75.15 feet;
     thence S 65(DEGREE) 43' 10" E, 53.51 feet; thence Northeasterly
     to the place of beginning.

     Lot 34 and that part of Lot 33 of River View Park No. 1
     Subdivision, in the Northeast 1/4 of Section 8, Township 4
     North, Range 2 West, described as:  Commencing 14.77 feet West
     of the Northwest corner of said Lot 34 and running thence East
     14.77 feet; thence S 09(DEGREE) 11' W, 200.70 feet along the
     West line of said Lot 34; thence N 65(DEGREE) 43' 20" W, 38.00
     feet along the South line of said Lot 33; thence Northeasterly
     to the place of beginning.

     Lots 8, 9, 10 and 11 of Culver's Subdivision, being a part of
     the Northwest 1/4 of Section 9, Township 4 North, Range 2 West,
     according to the plat thereof, as recorded in Liber 7 on Page 7,
     Ingham County Records.



                                Ionia County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Ionia described as follows:

     A strip of land 100 feet wide across a portion of the
     Southwest 1/4 of Section 1, Township 8 North, Range 8 West,
     described as follows:  To find the point of beginning of this
     description, commence at the West 1/4 corner of said section;
     run thence South 0(DEGREE) 28' 49" West along the West line of
     said section, 299.38 feet; thence South 56(DEGREE) 58' 28" East,
     426.47 feet to the center line of Long Lake Road and the point
     of beginning for this  description; thence continuing South
     56(DEGREE) 58' 28" East, 590.64 feet to the Northwest right of
     way line of the C & O Railroad; thence on a curve concave to the
     Northwest along said railroad right of way line a chord bearing
     and distance of South 57(DEGREE) 43' 57" West, 50.72 feet, said
     curve having a radius of 668.77 feet, to the end of said curve;
     thence continuing along said railroad right of way line, South
     59(DEGREE) 54' 00" West, 60.44 feet; thence North 56(DEGREE) 58'
     28" West, 395.53 feet to a point near the Easterly bank of the
     Flat River; thence continuing North 56(DEGREE) 58' 28" West to
     the thread of said river; thence Northerly along said thread to
     the center line of Long Lake Road; thence South 87(DEGREE) 28'
     00" East along said center line to the point of beginning.


                               Isabella County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Isabella described as follows:

     Two triangular shaped parcels of land situate in the City of
     Mt. Pleasant, County of Isabella and State of Michigan, being
     parts of the Northwest 1/4 of Section 15, Township 14 North,
     Range 4 West, separately bounded and described as follows:

     Parcel 1

     Beginning at a point in the West 1/8 line of said Section 15,
     distant 1320 feet measured due South, along said West 1/8 line,
     from the North line of said Section 15, said North line being
     coincident with the center line of Pickard Avenue; extending
     from said beginning point the following three courses and
     distances:

     (1)       Due South, along said West 1/8 line, 295 feet, more or
               less, to a point in the Easterly line of the 100 foot
               wide right of way formerly of                  The Ann
               Arbor Railroad Company; thence

     (2)       North 20 degrees West, along said Easterly line of
               right of way, 305 feet, more or less, to a corner of
               land now or formerly of the State of Michigan; and
               thence

     (3)       Due East, by the last mentioned land, 82.50 feet to
               the place of beginning.

     Parcel 2:

     Beginning at a point where the Southerly line of the parcel of
     land which was acquired by David D. Coyne and Mark K. Coyne from
     John M. Chase, Jr., Trustee of the property of The Ann Arbor
     Railroad Company by deed dated February 12, 1980 and recorded in
     Liber 460 at page 505 of the Isabella County Records meets the
     Easterly line of the 100 foot wide right of way formerly of The
     Ann Arbor Railroad Company, said beginning point being at the
     distance of 740 feet, more or less, measured Southwardly, along
     said Easterly line of right of way, from the North line of said
     Section 15, said North line being coincident with the center
     line of Pickard Avenue; extending from said beginning point the
     following four courses and distances:

     (1)       Due East, along said Southerly line of the parcel of
               land acquired as aforesaid in Liber 460 at page 505,
               the distance of 85 feet, more or less, to a point in a
               Westerly line of land now or formerly of the State of
               Michigan; thence

     (2)       Due South, by the last mentioned land, 369.60 feet to
               a point in said Easterly line of 100 foot wide right
               of way; the following two courses and distances being
               along said Easterly line; thence

     (3)       North 20 degrees West, 85 feet, more or less, to a
               point of curve; and thence

     (4)       Northwardly, on a curve to the right having a radius
               of 2814.34 feet, the arc distance of 290 feet, more or
               less, to the place of beginning.


                                 Kent County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Kent, described as follows:

     Part of the Northwest 1/4 of the Northwest 1/4 of Section 13,
     Township 8 North, Range 10 West, beginning on the Southerly line
     thereof, 792 feet North 88(DEGREE) 16' East from a point on the
     West section line, which point is 1320 feet North of the West
     1/4 corner, Section 13; thence North 88(DEGREE) 16' East, 233.66
     feet along said Southerly line to a point which is 280 feet
     Westerly from the West 1/8 line; thence North 00(DEGREE) 18' 14"
     West parallel with said West 1/8 line, 751.48 feet to a point on
     the Southerly line of Old Belding Road which point is 282.06
     feet West (measured along said Southerly line) from the West 1/8
     line; thence Westerly along said road line, 232.85 feet along a
     5762.578 foot radius curve to the right, the long chord of which
     bears South 85(DEGREE) 01' 51" West, 232.83 feet; thence South
     00(DEGREE) 14' 20" East, 573.37 feet to a point which is 792
     feet East and 165.0 feet North of the Southwest corner of said
     Northwest 1/4 of the Northwest 1/4; thence South 165.0 feet to
     the point of beginning.

     A triangular shaped parcel of land in the South 1/2 of the
     Southeast                                                1/4 of
     Section 26, Township 6 North, Range 11 West, described as
     follows:  To find the point of beginning of this description,
     commence at the Southeast corner of said Section 26; run thence
     North 0(DEGREE) 26' 10" East along the East line of the
     Southeast 1/4 of said section, 1328.94 feet to the South 1/8
     line of said section; thence North 87(DEGREE) 42' 09" West along
     said South 1/8 line of said section, 1480.33 feet to the
     Northeast corner of the parcel described in clause (3) of
     Exhibit A of the deed recorded in Liber 2242 of Deeds at
     pages 446-447, Kent County Records, which is the point of
     beginning of this description; thence South 0(DEGREE) 25' 44"
     West 370.00 feet along the East line of said parcel described in
     clause (3) of Exhibit A of said deed recorded in Liber 2242 of
     Deeds at pages 446-447, Kent County Records; thence North
     43(DEGREE) 38' 12" West, 531.72 feet to a point on the South 1/8
     line of said section and the North line of said parcel described
     in clause (3) of Exhibit A of said deed recorded in Liber 2242
     of Deeds at pages 446-447, Kent County Records; thence South
     87(DEGREE) 42' 09" East along said South 1/8 line of said
     section and said North line of said parcel described in clause
     (3) of Exhibit A of said deed recorded in Liber 2242 of Deeds at
     pages 446-447, Kent County Records, 370.00 feet to the point of
     beginning.

     Lots 5 through 10, inclusive, and the Northerly 1/2 of Lot 11
     lying Westerly of the former Michigan Railroad right of way the
     Westerly line of right of way being 75 feet Westerly from the
     center line of the main track of said railroad and all that part
     of Alabastine Avenue 40 feet wide lying Northeasterly of and
     adjacent to said lots hereinabove described, all in Block 2 of
     Alabastine Company's Addition to the City of Grand Rapids in the
     Northeast 1/4 of Section 2, Township 6 North, Range 12 West,
     according to the recorded plat thereof.

     Lot 50 of Maple Creek Plat No. 1, being a subdivision of the
     East      1/2 of the Southwest 1/4 of Section 28, Township 6
     North, Range 11 West, according to the recorded plat thereof.


                               Manistee County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Manistee, described as follows:

     The Northwest 1/4 of the Southeast 1/4 of Section 32,
     Township 21 North, Range 13 West, Norman Township.

     The South 1/2 of the North 1/2 of the Northeast 1/4 of the
     Southwest 1/4 of Section 6, Township 21 North, Range 13 West.

     A parcel of land in Section 12, Township 21 North, Range 14
     West, described as commencing at the Northwest corner of the
     Southwest 1/4 of the Northwest 1/4 of said section; thence South
     along the West line of the Southwest 1/4 of the Northwest 1/4, a
     distance of 440 feet; thence East and parallel to North line of
     said description to a point 50 feet West of the West line of the
     right of way; thence Northerly and parallel with the right of
     way to the North line of the Southwest 1/4 of the Northwest 1/4;
     thence West along the North line to the place of beginning.


                                Mason County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Mason, described as follows:

     Lots 8, 9, 10 and 11 of Elkhorn Subdivision, according to the
     plat thereof as recorded in Liber 2 of Plats on page 32, Mason
     County Records, the same being a part of Government Lot 1 in
     Section 1, Township 17 North, Range 18 West.

     The South 1/2 of the Northwest 1/4 of the Southwest 1/4
     of Section 5 and the East 1/2 of the East 1/2 of the
     Northeast 1/4 of the Northwest 1/4 of Section 9, all in Township
     20 North, Range 16 West, Freesoil Township.


                              St. Joseph County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of St. Joseph, described as follows:

     All that portion of the Southeast 1/4 of the Northeast 1/4 lying
     Northerly of a proposed 230 foot wide easement in Section 13,
     Township 8 South, Range 9 West, and more particularly described
     as follows:  Commencing at the Northeast corner of said Section
     13; thence along the East line of said Section 13 S 00(DEGREE)
     45' 39" W, 1320.71 feet to the point of beginning of this
     description; thence continuing along said East line S 00(DEGREE)
     45' 39" W, 22.20 feet to a point on the Northerly line of said
     proposed easement; thence along said Northerly line S 64(DEGREE)
     53' 51" W, 1473.83 feet to a point on the West line of the
     Southeast 1/4 of the Northeast 1/4 of said Section 13; thence
     along said West line N 00(DEGREE) 45' 07" E, 665.47 feet to a
     point on the North line of the Southeast 1/4 of the Northeast
     1/4 of said Section 13; thence along said North line S
     89(DEGREE) 13' 25" E, 1326.31 feet to the point of beginning.

     Commencing at the Northwest corner of the Southeast 1/4 of the
     Northwest 1/4 of Section 13, Township 8 South, Range 9 West;
     thence South along the 1/8 line 1885 feet to the point of
     beginning of this description. The boundary runs thence East 540
     feet; thence Northeasterly to a point 750 feet East of the North
     and South 1/8 line and 1045 feet South of the East and West 1/8
     line; thence continues Northeasterly to a point 780 feet South
     of the East and West 1/8 line and 340 feet West of the North and
     South 1/4 line; thence East 340 feet to the North and South 1/4
     line to a point 780 feet South of the East and West 1/8 line;
     thence South along the North and South 1/4 line to Fawn River;
     thence West along Fawn River to the North and South 1/8 line;
     thence North along the North and South 1/8 line to the point of
     beginning.

     The East 416.51 feet of the North 720 feet of the Southwest 1/4
     of the Southwest 1/4 of Section 15, Township 8 South, Range 9
     West, said parcel being more particularly described as: 
     Commencing at the Northwest corner of Section 22, Township 8
     South, Range 9 West; running thence N 89(DEGREE) 55' 17" E,
     1322.65 feet along the North line of said Section 22 to the East
     line of the Southwest 1/4 of the Southwest 1/4 of said Section
     15; thence along said East line N 00(DEGREE) 35' 44" E, 602.61
     feet to the point of beginning of this description; thence
     continuing along said East line N 00(DEGREE) 35' 44" E, 720.05
     feet to the North line of the Southwest 1/4 of the Southwest 1/4
     of said Section 15; thence along said North line N 89(DEGREE)
     53' 31" W, 416.52 feet; thence S 00(DEGREE) 35' 44" W, 720.05
     feet; thence S 89(DEGREE) 53' 31" E, 416.52 feet to the point of
     beginning.

     All that part of the Southwest 1/4 of the Southwest 1/4 of
     Section 15, Township 8 South, Range 9 West, described as
     follows:  Commencing at the Southwest corner of said Section 15
     which is the point of beginning of this description; running
     thence North along the section line, 606.93 feet; thence N
     89(DEGREE) 29' 14" E, 1322.34 feet; thence S 00(DEGREE) 01' 40"
     E along the 1/2-1/4 line, 602.61 feet to the Southeast corner of
     the Southwest 1/4 of the Southwest 1/4 of said Section 15;
     thence S 89(DEGREE) 18' 02" W along the South line of said
     section 1322.67 feet to the point of beginning.  Also the
     Northwest 1/4 of the Northwest 1/4 of Section 22, Township 8
     South, Range 9 West.  Also, commencing at the Northeast corner
     of the Northwest 1/4 of the Northwest 1/4 of Section 22,
     Township 8 South, Range 9 West; thence East 28-1/4 rods; thence
     South 57 rods; thence West 28-1/4 rods; thence North 57 rods to
     the place of beginning.

     The Southeast 1/4 of the North fractional 1/4 of Section 21,
     Township 8 South, Range 9 West, being more particularly
     described as follows:  Commencing at the Southeast corner of the
     Northeast fractional 1/4 of said Section 21, said point being a
     point on the Michigan/Indiana State Line, and the point of
     beginning of this description; thence along said State Line,
     which is also the center line of the State Line Road right of
     way N 89(DEGREE) 24' 12" W, 1316.46 feet to the West line of the
     Southeast 1/4 of the Northeast fractional 1/4 of said Section 21
     and the center line of the Kime Road right of way; thence along
     said West line and the center line of the road right of way N
     00(DEGREE) 23' 26" E, 1290.64 feet to the North line of the
     Southeast 1/4 of the Northeast fractional 1/4 of said Section
     21; thence along said North line S 89(DEGREE) 32' 06" E 1319.12
     feet to the East line of said Section 21 and the center line of
     the Carls Road right of way; thence along said East line and the
     center line of the road right of way S 00(DEGREE) 30' 33" W,
     1293.67 feet to the point of beginning.


                              Van Buren County

     All of the lands, estates, easements, hereditaments and appurtenances
in the County of Van Buren, described as follows:

     Lot 3, EXCEPT Green Acres, ALSO EXCEPT beginning at the
     Northeast corner of Lot 1 of Wait Subdivision; thence Northerly
     along the 1/8 line, 132 feet; thence Southwesterly to the
     Southeast corner of Lot 13 of said Green Acres; thence
     continuing Southwesterly along the lot line to the Southwest
     corner of said Lot 13; thence Southerly along the road to the
     Northwest corner of Lot 2 of Wait Subdivision; thence
     Northeasterly along the Northerly line of said Lots 1 and 2 to
     the place of beginning.

     SECTION 9.  The Company is a transmitting utility under
Section 9401(5) of the Michigan Uniform Commercial Code
(M.C.L. 440.9401(5)) as defined in M.C.L. 440.9105(n).

<PAGE>
<PAGE>  S-1

     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 Chase Manhattan Bank, as
Trustee as aforesaid, to evidence its acceptance hereof, has caused this
Supplemental Indenture to be executed in its corporate name by an
Assistant Vice President and its corporate seal to be hereunto affixed and
to be attested by a Trust Officer, in several counterparts, all as of the
day and year first above written.

                                      CONSUMERS ENERGY COMPANY


(SEAL)                                By  /s/ A.M. Wright
                                          ___________________________
                                          Alan M. Wright
Attest:                                   Senior 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 A. Connelly
____________________________
   Kimberly A. Connelly


/s/ Janet Sanders
____________________________
   Janet Sanders


STATE OF MICHIGAN      )
                         ss.
COUNTY OF JACKSON      )

        The foregoing instrument was acknowledged before me this 10th day
of February, 1998, by Alan M. Wright, Senior Vice President and Chief
Financial Officer of CONSUMERS ENERGY COMPANY, a Michigan corporation, on
behalf of the corporation. 


                                      /s/ Renee E. Stephens
                                      ______________________________
                                      Notary Public
[Seal]                                Jackson County, Michigan
                                      My Commission Expires:  3-5-99<PAGE>
<PAGE>  S-2

                                      THE CHASE MANHATTAN BANK, AS TRUSTEE



(SEAL)                                By  /s/ G. Mc Farlane
                                          _________________________________
                                          G. McFarlane
                                          Vice President

Attest:


/s/ Wanda Eiland
    ____________________________

    Trust Officer
    Wanda Eiland



Signed, sealed and delivered
by THE CHASE MANHATTAN BANK
in the presence of


/s/ Glenn G.McKeever
    ____________________________
    Glenn G. McKeever


/s/ A. Agard
    ____________________________
    A. Agard




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

        The foregoing instrument was acknowledged before me this 10th day
of February, 1998, by G. McFarlane, a Vice President of THE CHASE
MANHATTAN BANK, a New York corporation, on behalf of the corporation. 


                                          /s/ Emily Fayan
                                          ________________________________
                                           Emily Fayan, Notary Public
[Seal]                                     New York County, New York
                                           My Commission Expires:  12/31/99

                                           
Prepared by:                               
Kimberly A. Connelly                       
212 West Michigan Avenue
Jackson, MI 49201