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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950124-01-501708.txt : 20010608
<SEC-HEADER>0000950124-01-501708.hdr.sgml : 20010608
ACCESSION NUMBER:		0000950124-01-501708
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		17
FILED AS OF DATE:		20010607

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSUMERS ENERGY CO
		CENTRAL INDEX KEY:			0000201533
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				380442310
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		
		SEC FILE NUMBER:	333-62500
		FILM NUMBER:		1656068

	BUSINESS ADDRESS:	
		STREET 1:		212 W MICHIGAN AVE
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881030

	MAIL ADDRESS:	
		STREET 1:		212 W MICHIGAN AVE
		STREET 2:		M 946
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONSUMERS POWER CO
		DATE OF NAME CHANGE:	19920703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSUMERS ENERGY CO FINANCING V
		CENTRAL INDEX KEY:			0001141894
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		
		SEC FILE NUMBER:	333-62500-01
		FILM NUMBER:		1656069

	BUSINESS ADDRESS:	
		STREET 1:		FAIRLANE PLAZA SOUTH LEGAL DEPT
		STREET 2:		330 TOWN CENTER
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126
		BUSINESS PHONE:		3139829354

	MAIL ADDRESS:	
		STREET 1:		FAIRLANE PLAZA SOUTH LEGAL DEPT
		STREET 2:		330 TOWN CENTER
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSUMERS ENERGY CO FINANCING VI
		CENTRAL INDEX KEY:			0001141910
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		
		SEC FILE NUMBER:	333-62500-02
		FILM NUMBER:		1656070

	BUSINESS ADDRESS:	
		STREET 1:		FAIRLANE PLAZA SOUTH LEGAL DEPT
		STREET 2:		330 TOWN CENTER
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126
		BUSINESS PHONE:		3139829354

	MAIL ADDRESS:	
		STREET 1:		FAIRLANE PLAZA SOUTH LEGAL DEPT
		STREET 2:		330 TOWN CENTER
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>k61427s-3.txt
<DESCRIPTION>REGISTRATION STATEMENT ON FORM S-3
<TEXT>

<PAGE>   1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE   , 2001

                                                      REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ------------------

<TABLE>
<S>                                        <C>                                        <C>
         CONSUMERS ENERGY COMPANY             CONSUMERS ENERGY COMPANY FINANCING V      CONSUMERS ENERGY COMPANY FINANCING VI
(Exact name of registrant as specified in  (Exact name of registrant as specified in  (Exact name of registrant as specified in
                its charter)                              its charter)                               its charter)
                 MICHIGAN                                   DELAWARE                                   DELAWARE
     (State or other jurisdiction of            (State or other jurisdiction of            (State or other jurisdiction of
      incorporation or organization)             incorporation or organization)             incorporation or organization)
                38-2726431                             TO BE APPLIED FOR                          TO BE APPLIED FOR
   (I.R.S. Employer Identification No.)       (I.R.S. Employer Identification No.)       (I.R.S. Employer Identification No.)

         212 WEST MICHIGAN AVENUE                   212 WEST MICHIGAN AVENUE                   212 WEST MICHIGAN AVENUE
         JACKSON, MICHIGAN 49201                    JACKSON, MICHIGAN 49201                    JACKSON, MICHIGAN 49201
              (517) 788-0351                             (517) 788-0351                             (517) 788-0351
    (Address, including zip code, and          (Address, including zip code, and          (Address, including zip code, and
telephone number, including area code, of  telephone number, including area code, of  telephone number, including area code, of
 registrant's principal executive office)   registrant's principal executive office)   registrant's principal executive office)
                                                         ALAN M. WRIGHT
                                                   EXECUTIVE VICE PRESIDENT,
                                                  CHIEF FINANCIAL OFFICER AND
                                                  CHIEF ADMINISTRATIVE OFFICER
                                                    CONSUMERS ENERGY COMPANY
                                                    212 WEST MICHIGAN AVENUE
                                                     JACKSON,MICHIGAN 49201
                                                         (517) 788-0351
              (Name, address, including zip code, and telephone number, including area code, of agent for service)
</TABLE>

  It is respectfully requested that the Commission send copies of all notices,
                         orders and communications to:

                          MICHAEL D. VAN HEMERT, ESQ.
                           ASSISTANT GENERAL COUNSEL
                             CMS ENERGY CORPORATION
                              FAIRLANE PLAZA SOUTH
                       330 TOWN CENTER DRIVE, SUITE 1100
                            DEARBORN, MICHIGAN 48126
                                 (313) 436-9602
                               ------------------

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
                               ------------------

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]

   If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
     TITLE OF EACH CLASS OF         AMOUNT TO BE   PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE         AMOUNT OF
   SECURITIES TO BE REGISTERED    REGISTERED(1)(2)  PRICE PER UNIT(1)(2)(3)   OFFERING PRICE(1)(2)(3)   REGISTRATION FEE(1)(2)(3)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>                       <C>                        <C>
Senior Notes of Consumers Energy
 Company(4)......................
- ---------------------------------------------------------------------------------------------------------------------------------
Subordinated Debentures of
 Consumers Energy Company(4).....
- ---------------------------------------------------------------------------------------------------------------------------------
Trust Preferred Securities of
 Consumers Energy Company
 Financing V.....................
- ---------------------------------------------------------------------------------------------------------------------------------
Trust Preferred Securities of
 Consumers Energy Company
 Financing VI....................
- ---------------------------------------------------------------------------------------------------------------------------------
Guarantee of Consumers Energy
 Company with respect to Trust
 Preferred Securities of
 Consumers Energy Company
 Financing V and Consumers Energy
 Company Financing V(5)I.........
- ---------------------------------------------------------------------------------------------------------------------------------
Total............................   $400,000,000             100%                  $400,000,000                 $103,500
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) There are being registered hereunder such presently indeterminate principal
    amount of Senior Notes and Subordinated Debentures, as well as shares of
    Trust Preferred Securities of Consumers Energy Company Financing V and
    Consumers Energy Company Financing VI, as may from time to time be issued at
    indeterminate prices.
(2) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rule 457(o) under the Securities Act of 1933 which permits the
    registration fee to be calculated on the basis of the maximum offering price
    of all the securities listed, the table does not specify by each class
    information as to the amount to be registered, proposed maximum offering
    price per unit or proposed maximum aggregate offering price.
(3) Exclusive of accrued interest and distributions, if any.
(4) The Senior Notes or Subordinated Debentures may be purchased by, and
    constitute assets of, Consumers Energy Company Financing V or Consumers
    Energy Company Financing VI, and may later be distributed under certain
    circumstances to holders of Trust Preferred Securities.
(5) The Registration Statement is deemed to include the obligations of Consumers
    Energy Company under the guarantee and certain backup undertakings under:
    (1) the subordinated debt indenture pursuant to which the subordinated
    debentures will be issued or the senior debt indenture pursuant to which the
    senior notes will be issued; (2) the subordinated debentures or the senior
    notes; and (3) the declaration of trust of Consumers Energy Company
    Financing V and Consumers Energy Company Financing VI, including Consumers
    Energy Company's obligations under such subordinated debt indenture or
    senior debt indenture to pay costs, expenses, debts and liabilities of the
    trust (other than with respect to the trust preferred securities and the
    common securities of Consumers Energy Company Financing V or Consumers
    Energy Company Financing VI) which taken together provide a full and
    unconditional guarantee of amounts due on the trust preferred securities. No
    separate consideration will be received for the guarantee and such backup
    undertakings. The guarantee is not traded separately.

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER TO SALE IS NOT PERMITTED.

                            CONSUMERS ENERGY COMPANY

                                  SENIOR NOTES
                            SUBORDINATED DEBENTURES
                                   GUARANTEES

                                      AND

                      CONSUMERS ENERGY COMPANY FINANCING V
                     CONSUMERS ENERGY COMPANY FINANCING VI
                           TRUST PREFERRED SECURITIES
                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
                            CONSUMERS ENERGY COMPANY

                          OFFERING PRICE: $400,000,000
                            ------------------------

     We may offer, from time to time:

     - secured senior debt, unsecured senior debt or unsecured subordinated debt
       securities consisting of debentures, notes and other unsecured evidence
       of indebtedness; and

     - guarantees of Consumers Energy Company with respect to trust preferred
       securities of Consumers Energy Company Financing V and Consumers Energy
       Company Financing VI.

     For each type of securities listed above, the amount, price and terms will
be determined at or prior to the time of sale.

     Consumers Energy Company Financing V and Consumers Energy Company Financing
VI, which are Delaware business trusts, may offer trust preferred securities.
The trust preferred securities represent preferred undivided beneficial
interests in the assets of Consumers Energy Company Financing V and Consumers
Energy Company Financing VI in amounts, at prices and on terms to be determined
at or prior to the time of sale.

     We will provide the specific terms of these securities in an accompanying
prospectus supplement or supplements. You should read this prospectus and the
accompanying prospectus supplement or supplements carefully before you invest.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

     We intend to sell these securities through underwriters, dealers, agents or
directly to a limited number of purchasers. The names of, and any securities to
be purchased by or through, these parties, the compensation of these parties and
other special terms in connection with the offering and sale of these securities
will be provided in the related prospectus supplement or supplements.

     This prospectus may not be used to consummate sales of any of these
securities unless accompanied by a prospectus supplement.

                  The Date of this prospectus is June   , 2001
<PAGE>   3

     You should rely only on the information contained or incorporated by
reference in this prospectus. We have not, and the underwriters have not,
authorized any person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus is accurate as
of the date on the front cover of this prospectus. Consumers' business,
financial condition, results of operations and prospects may have changed since
such dates.

                      WHERE YOU CAN FIND MORE INFORMATION

     Consumers files reports, proxy statements and other information with the
Securities and Exchange Commission. Our SEC filings are also available over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document it files at the SEC's public reference room at 450 Fifth Street
N.W., Room 1024, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for more information on the public reference rooms and their copy charges. You
may also inspect our SEC reports and other information at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.

     Consumers is "incorporating by reference" information into this prospectus.
This means that Consumers is disclosing important information by referring to
another document filed separately with the SEC. The information incorporated by
reference is deemed to be part of this prospectus, except for any information
superceded by information in this prospectus. This prospectus incorporates by
reference the documents set forth that Consumers has previously filed with the
SEC. These documents contain important information about Consumers and its
finances.

<TABLE>
<CAPTION>
         SEC FILINGS (FILE NO. 1-5611)                      PERIOD/DATE
- ------------------------------------------------            -----------
<S>                                                 <C>
- - Annual Report on Form 10-K....................    Year ended December 31, 2000
- - Quarterly Reports of Form 10-Q................    Quarter ended March 31, 2001
- - Current Reports on Form 8-K...................    Filed February 23, 2001
</TABLE>

     The documents filed by Consumers with the SEC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent the date of this prospectus,
but prior to its termination, are also incorporated by reference into this
prospectus.

     Consumers will provide, upon your oral or written request, a copy of any or
all of the information that has been incorporated by reference in the prospectus
but not delivered with the prospectus. You may request a copy of these filings
at no cost, by writing or telephoning Consumers at the following address:

    Consumers Energy Company
    212 West Michigan Avenue
    Jackson, Michigan 49201
    Tel: (517) 788-0550
    Attention: Office of the Secretary

     You should rely only on the information contained or incorporated by
reference in this prospectus. Consumers has not authorized anyone to provide you
with information that is different from this information.

     Separate financial statements of the trusts have not been included in this
prospectus. Consumers and the trusts do not consider such financial statements
to be helpful because:

     - Consumers beneficially owns directly or indirectly all of the undivided
       beneficial interests in the assets of the trusts (other than the
       beneficial interests represented by the trust preferred securities). See
       "Consumers Energy Company Trusts," "Description of Securities -- Trust
       Preferred Securities" and "Description of Securities -- The Guarantees."

                                        2
<PAGE>   4

     - Consumers will guarantee the trust preferred securities such that the
       holders of the trust preferred securities, with respect to the payment of
       distributions and amounts upon liquidation, dissolution and winding-up,
       are at least in the same position with regard to the assets of Consumers
       as a preferred stockholder of Consumers.

     - in future filings under the Securities Exchange Act of 1934, an audited
       footnote to Consumers' annual financial statements will state that the
       trusts are wholly-owned by Consumers, that the sole assets of the trusts
       are the senior notes or the subordinated debentures of Consumers having a
       specified total principal amount, and, considered together, the back-up
       undertakings, including the guarantees, constitute a full and
       unconditional guarantee by Consumers of the trusts' obligations under the
       trust preferred securities issued by the trusts.

     - each trust is a newly created special purpose entity, has no operating
       history, no independent operations and is not engaged in, and does not
       propose to engage in, any activity other than as described under
       "Consumers Energy Company Trusts."

                            CONSUMERS ENERGY COMPANY

     Consumers, formed in Michigan in 1968, is the successor to a corporation
organized in Maine in 1910 that conducted business in Michigan from 1915 to
1968.

     Consumers is a public utility that provides natural gas and/or electricity
to almost six million of the approximately 9.9 million residents in Michigan's
lower peninsula. Consumers' electric operations include the generation,
purchase, transmission, distribution, and sale of electricity. Consumers
provides electric services in 61 of the 68 counties of Michigan's lower
peninsula. In 2000, Consumers' electric utility owned and operated 31 electric
generating plants with an aggregate of 6,437 MW of capacity and served 1.69
million customers in Michigan's lower peninsula. Consumers' gas utility
operations purchase, transport, store, distribute and sell natural gas. As of
December 31, 2000, it was authorized to provide service in 54 of the 68 counties
in Michigan's lower peninsula. Consumers' gas utility owned and operated over
24,383 miles of distribution mains and 1,108 miles of transmission lines
throughout Michigan's lower peninsula, providing natural gas to 1.6 million
customers. Consumers' consolidated operating revenue in 2000 was $3.935 billion.
Of Consumers' operating revenue, 68% was generated from its electric utility
business, 30% from its gas utility business, and 2% from its non-utility
business.

     Consumers is subject to regulation by various federal, state, local and
foreign governmental agencies. Consumers is subject to the jurisdiction of the
Michigan Public Service Commission which regulates public utilities in Michigan
with respect to retail utility rates, accounting, utility services, certain
facilities and various other matters. The Federal Energy Regulatory Commission
("FERC") also has jurisdiction under the Natural Gas Act over Michigan Gas
Storage Company, a subsidiary of Consumers, relating, among other things, to the
construction of facilities and to service provided and rates charged by Michigan
Gas Storage. Some of Consumers' gas business is also subject to regulation of
FERC, including a blanket transportation tariff pursuant to which Consumers can
transport gas in interstate commerce. Certain of Consumers' electric operations
are also subject to regulation by FERC, including compliance with FERC's
accounting rules and other regulations applicable to "public utilities" and
"licensees," the transmission of electric energy in interstate commerce and the
rates and charges for the sale of electric energy at wholesale and transmission
of electric energy in interstate commerce, the consummation of certain mergers,
the sale of certain facilities, the construction, operation and maintenance of
hydroelectric projects and the issuance of securities, as provided by the
Federal Power Act. Consumers is subject to the jurisdiction of the Nuclear
Regulatory Commission ("NRC") with respect to the design, construction and
operation of its Palisades nuclear power plant and the decommissioning of its
closed Big Rock power plant. Consumers is also subject to NRC jurisdiction with
respect to certain other uses of nuclear material.

     The foregoing information concerning Consumers does not purport to be
comprehensive. For additional information concerning Consumers' business and
affairs, including their capital requirements and external financing plans,
pending legal and regulatory proceedings and descriptions of certain laws and

                                        3
<PAGE>   5

regulations to which those companies are subject, prospective purchasers should
refer to the Incorporated Documents. See "Where You Can Find More Information"
above.

     The address of the principal executive offices of Consumers Energy Company
is 212 West Michigan Avenue, Jackson, Michigan 49201. Its telephone number is
(517) 788-0550.

                        CONSUMERS ENERGY COMPANY TRUSTS

     Consumers Energy Company Financing V and Consumers Energy Company Financing
VI are statutory business trusts created under the Delaware Business Trust Act
by way of:

     - Declaration of Trust executed by Consumers, as sponsor, and the trustees
       of the trusts and

     - the filing of certificates of trust with the Secretary of State of the
       State of Delaware.

     At the time of public issuance of the trust preferred securities, each
Declaration of Trust will be amended and restated in its entirety and will be
qualified as an indenture under the Trust Indenture Act of 1939, as amended.
Consumers will directly or indirectly acquire common securities of each trust in
a total liquidation amount of at least 3% of the total capital of the trust.
Each trust exists for the exclusive purposes of:

     - issuing the trust preferred securities and common securities representing
       undivided beneficial interests in the assets of the trust;

     - investing the gross proceeds of the common securities and the trust
       preferred securities in the senior notes or subordinated debentures; and

     - engaging in only those other activities necessary or incidental thereto.

     Each trust has a term of approximately 55 years, but may terminate earlier
as provided in the amended and restated Declaration of Trust.

     The proceeds from the offering of the trust preferred securities and the
sale of the common securities may be used by each trust to purchase from
Consumers senior notes or subordinated debentures in a total principal amount
equal to the total liquidation preference of the common securities and the trust
preferred securities. The Consumers notes or debentures would bear interest at
an annual rate equal to the annual distribution rate of the common securities
and the trust preferred securities and would have certain redemption terms which
correspond to the redemption terms for the common securities and the trust
preferred securities. The senior notes will rank on an equal basis with all
other unsecured debt of Consumers except subordinated debt. The subordinated
debentures will rank subordinate in right of payment to all of Consumers' senior
indebtedness (as defined in this prospectus). Distributions on the common
securities and the trust preferred securities may not be made unless each trust
receives corresponding interest payments on the senior notes or the subordinated
debentures from Consumers. Consumers will irrevocably guarantee, on a senior or
subordinated basis, as applicable, and to the extent set forth in the guarantee,
with respect to each of the common securities and the trust preferred
securities, the payment of distributions, the redemption price, including all
accrued or deferred and unpaid distributions, and payment on liquidation, but
only to the extent of funds on hand. Each guarantee will be unsecured and will
be either equal to or subordinate to, as applicable, all senior indebtedness, of
Consumers. Upon the occurrence of certain events (subject to the conditions to
be described in an accompanying prospectus supplement) each trust may be
liquidated and the holders of the common securities and the trust preferred
securities could receive senior notes or subordinated debentures in lieu of any
liquidating cash distribution.

     Pursuant to the amended and restated Declaration of Trust, the number of
trustees of each trust will initially be four. Two of the trustees will be
persons who are employees or officers of or who are affiliated with Consumers
and will be referred to as the regular trustees. The third trustee will be a
financial institution that is unaffiliated with Consumers, which trustee will
serve as property trustee under the applicable amended and restated Declaration
of Trust and as indenture trustee for the purposes of
                                        4
<PAGE>   6

compliance with the provisions of the Trust Indenture Act of 1939. Initially,
The Bank of New York, a New York banking corporation, will be the property
trustee until removed or replaced by the holder of the common securities. For
the purpose of compliance with the provisions of the Trust Indenture Act of
1939, The Bank of New York will also act as guarantee trustee. The fourth
trustee, The Bank of New York (Delaware), will act as the Delaware trustee for
the purposes of the Delaware Business Trust Act, until removed or replaced by
the holder of the common securities. See "Description of Securities -- The
Guarantees."

     The property trustee will hold title to the applicable senior notes or
subordinated debenture for the benefit of the holders of the common securities
and the trust preferred securities and the property trustee will have the power
to exercise all rights, powers and privileges under the applicable indentures as
the holder of the senior notes or subordinated debenture. In addition, the
property trustee will maintain exclusive control of a segregated non-interest
bearing bank account to hold all payments made in respect of the senior notes or
subordinated debentures for the benefit of the holders of the common securities
and the trust preferred securities. The property trustee will make payments of
distributions and payments on liquidation, redemption and otherwise to the
holders of the common securities and the trust preferred securities out of funds
from the segregated non-interest bearing bank account. The guarantee trustee
will hold the guarantees for the benefit of the holders of the common securities
and the trust preferred securities. Consumers, as the direct or indirect holder
of all the common securities, will have the right to appoint, remove or replace
any of the trustees. Consumers will also have the right to increase or decrease
the number of trustees, as long as the number of trustees shall be at least
three, a majority of which shall be regular trustees. Consumers will pay all
fees and expenses related to the trusts and the offering of the common
securities and the trust preferred securities.

     The rights of the holders of the trust preferred securities, including
economic rights, rights to information and voting rights, are set forth in the
applicable amended and restated Declaration of Trust, the Delaware Business
Trust Act and the Trust Indenture Act of 1939.

     The trustee for each trust in the State of Delaware is The Bank of New York
(Delaware), White Clay Center, Route 273, Newark, Delaware 19711.

     The principal place of business of each trust will be c/o Consumers Energy
Company, 212 West Michigan Avenue, Jackson, Michigan 49201.

                                USE OF PROCEEDS

     The proceeds received by each of the trusts from the sale of its trust
preferred securities or the common securities will be invested in the senior
notes or the subordinated debentures. As will be more specifically set forth in
the applicable prospectus supplement, Consumers will use those borrowed amounts
and the net proceeds from the sale of senior notes or subordinated debentures
offered hereby for its general corporate purposes, including capital
expenditures, investment in subsidiaries, working capital and repayment of debt.
Any specific allocation of the proceeds to a particular purpose that has been
made at the date of any prospectus supplement will be described in the
appropriate prospectus supplement.

                                        5
<PAGE>   7

                     RATIO OF EARNINGS TO FIXED CHARGES AND
        RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

     The ratios of earnings to fixed charges and the ratios of earnings to fixed
charges and preferred stock dividends for each of the years ended December 31,
1996 through 2000 and the three months ended March 31, 2001 and 2000, are as
follows:

<TABLE>
<CAPTION>
                                               THREE MONTHS
                                                   ENDED
                                                 MARCH 31,           YEAR ENDED DECEMBER 31
                                               -------------   ----------------------------------
                                               2001    2000    2000   1999   1998     1997   1996
                                               -----   -----   ----   ----   ----     ----   ----
<S>                                            <C>     <C>     <C>    <C>    <C>      <C>    <C>
Ratio of earnings to:
Fixed charges(a).............................  4.00    4.09    3.06   3.46   3.16(b)  3.31   3.27
Fixed charges & preferred stock dividends....  3.40    3.41    2.57   2.99   2.52(c)  2.61   2.54
</TABLE>

- ---------------

(a)  For purposes of computing the ratio, earnings represent net income before
     income taxes, net interest charges and the estimated interest portions of
     lease rentals, plus distributed income of equity investees less earnings
     from minority interests of equity investees. Earnings for the ratio of
     earnings to fixed charges and preferred stock dividends also includes the
     amount required to pay distributions on preferred securities and the amount
     of pretax earnings required to pay the dividends on outstanding preferred
     stock.

(b)  Excludes a cumulative effect of change in accounting after-tax gain of $43
     million; if included, ratio would be 3.52.

(c)  Excludes a cumulative effect of change in accounting after-tax gain of $43
     million: if included, ratio would be 2.81.

                                        6
<PAGE>   8

                           DESCRIPTION OF SECURITIES

INTRODUCTION

     Specific terms of the debt securities consisting of the senior notes and
subordinated debentures, or the trust preferred securities, or any combination
of these securities, the irrevocable guarantees of Consumers, with respect to
each of the common securities and the preferred securities of the trust, for
which this prospectus is being delivered, will be set forth in an accompanying
prospectus supplement or supplements. The prospectus supplement will set forth
with regard to the particular offered securities, without limitation, the
following:

     - in the case of debt securities, the designation, total principal amount,
       denomination, maturity, premium, if any, any exchange, conversion,
       redemption or sinking fund provisions, interest rate (which may be fixed
       or variable), the time or method of calculating interest payments, the
       right of Consumers, if any, to defer payment or interest on the debt
       securities and the maximum length of such deferral, put options, if any,
       public offering price, ranking, any listing on a securities exchange and
       other specific terms of the offering; and

     - in the case of trust preferred securities, the designation, number of
       shares, liquidation preference per security, initial public offering
       price, any listing on a securities exchange, dividend rate (or method of
       calculation thereof), dates on which dividends shall be payable and dates
       from which dividends shall accrue, any voting rights, any redemption,
       exchange, conversion or sinking fund provisions and any other rights,
       preferences, privileges, limitations or restrictions relating to a
       specific series of the trust preferred securities including a description
       of the Consumers guarantee, as the case may be.

DEBT SECURITIES

     Senior notes will be issued under a senior debt indenture. The subordinated
debentures will be issued under a subordinated debt indenture. The senior debt
indenture and the subordinated debt indenture are sometimes referred to in this
prospectus individually as an "indenture" and collectively as the "indentures".

     The following briefly summarizes the material provisions of the indentures
and the debt securities. You should read the more detailed provisions of the
applicable indenture, including the defined terms, for provisions that may be
important to you. You should also read the particular terms of a series of debt
securities, which will be described in more detail in the applicable prospectus
supplement. Copies of the indentures may be obtained from Consumers or the
applicable trustee.

     Unless otherwise provided in the applicable prospectus supplement, the
trustee under the senior debt indenture will be The Chase Manhattan Bank and the
trustee under the subordinated debt indenture will be The Bank of New York.

General

     The indentures provide that debt securities of Consumers may be issued in
one or more series, with different terms, in each case as authorized on one or
more occasions by Consumers.

     Federal income tax consequences and other special considerations applicable
to any debt securities issued by Consumers at a discount will be described in
the applicable prospectus supplement.

     The applicable prospectus supplement relating to any series of debt
securities will describe the following terms, where applicable:

     - the title of the debt securities;

     - whether the debt securities will be senior or subordinated debt;

     - the total principal amount of the debt securities;
                                        7
<PAGE>   9

     - the percentage of the principal amount at which the debt securities will
       be sold and, if applicable, the method of determining the price;

     - the maturity date or dates;

     - the interest rate or the method of computing the interest rate;

     - the date or dates from which any interest will accrue, or how such date
       or dates will be determined, and the interest payment date or dates and
       any related record dates;

     - the location where payments on the debt securities will be made;

     - the terms and conditions on which the debt securities may be redeemed at
       the option of Consumers;

     - any obligation of Consumers to redeem, purchase or repay the debt
       securities at the option of a holder upon the happening of any event and
       the terms and conditions of redemption, purchase or repayment;

     - any provisions for the discharge of Consumers' obligations relating to
       the debt securities by deposit of funds or United States government
       obligations;

     - whether the debt securities are to trade in book-entry form and the terms
       and any conditions for exchanging the global security in whole or in part
       for paper certificates;

     - any material provisions of the applicable indenture described in this
       prospectus that do not apply to the debt securities;

     - any additional amounts with respect to the debt securities that Consumers
       will pay to a non-United States person because of any tax, assessment or
       governmental charge withheld or deducted and, if so, any option of
       Consumers to redeem the debt securities rather than paying these
       additional amounts;

     - any additional events of default; and

     - any other specific terms of the debt securities.

Concerning the Trustees

     Each of The Chase Manhattan Bank, the trustee under the senior debt
indenture for the senior notes, and The Bank of New York, the trustee under the
subordinated debt indenture for the subordinated debentures, is one of a number
of banks with which Consumers and its subsidiaries maintain ordinary banking
relationships, including credit facilities.

Exchange and Transfer

     Debt securities may be presented for exchange. Registered debt securities
may be presented for registration of transfer at the offices and, subject to the
restrictions set forth in the debt security and in the applicable prospectus
supplement, without service charge, but upon payment of any taxes or other
governmental charges due in connection with the transfer, subject to any
limitations contained in the applicable indenture. Debt securities in bearer
form and any related coupons, will be transferable by delivery.

Payment

     Distributions on the debt securities in registered form will be made at the
office or agency of the applicable trustee in the Borough of Manhattan, the City
of New York or its other designated office. However, at the option of Consumers,
payment of any interest may be made by check or by wire transfer. Payment of any
interest due on debt securities in registered form will be made to the persons
in whose

                                        8
<PAGE>   10

name the debt securities are registered at the close of business on the record
date for such interest payments. Payments made in any other manner will be
specified in the prospectus supplement.

Governing Law

     Each indenture and the debt securities will be governed by, and construed
in accordance with, the laws of the State of Michigan unless the laws of another
jurisdiction shall mandatorily apply. The rights, duties and obligations of the
subordinated note trustee are governed by and construed in accordance with the
laws of the State of New York.

SENIOR NOTES

General

     The following summaries of some important provisions of the senior note
indenture (including its supplements by such reference) do not purport to be
complete and are subject to, and qualified in their entirety by, all of the
provisions of the senior note indenture. The senior note indenture is
incorporated by reference in this prospectus and is available upon request to
the senior note trustee. In addition, capitalized terms used in this section and
not otherwise defined in this prospectus shall have the meaning given to them in
the senior note indenture.

Security; Release Date

     Until the release date (as described in the next paragraph), the senior
notes will be secured by one or more series of Consumers' first mortgage bonds
issued and delivered by Consumers to the senior note trustee. See "Description
of First Mortgage Bonds." Upon the issuance of a series of senior notes prior to
the release date, Consumers will simultaneously issue and deliver to the senior
note trustee, as security for all senior notes, a series of first mortgage bonds
that will have the same stated maturity date and corresponding redemption
provisions, and will be in the same total principal amount as the series of the
senior notes being issued. Any series of first mortgage bonds securing senior
notes may, but need not, bear interest. Any payment by Consumers to the senior
note trustee of principal of, interest and/or premium, if any, on a series of
first mortgage bonds will be applied by the senior note trustee to satisfy
Consumers' obligations with respect to principal of, interest and/or premium, if
any, on the corresponding senior notes.

     The "release date" will be the date that all first mortgage bonds of
Consumers issued and outstanding under a mortgage indenture with The Chase
Manhattan Bank as mortgage trustee, other than first mortgage bonds securing
senior notes, have been retired (at, before or after their maturity) through
payment, redemption or otherwise. On the release date, the senior note trustee
will deliver to Consumers, for cancellation, all first mortgage bonds securing
senior notes. Not later than 30 days thereafter, the senior note trustee will
provide notice to all holders of senior notes of the occurrence of the release
date. As a result, on the release date, the first mortgage bonds securing senior
notes will cease to secure the senior notes. The senior notes will then become
unsecured general obligations of Consumers and will rank equally with other
unsecured indebtedness of Consumers. Each series of first mortgage bonds that
secures senior notes will be secured by a lien on certain property owned by
Consumers. See "Description of First Mortgage Bonds -- Priority and Security."
Upon the payment or cancellation of any outstanding senior notes, the senior
note trustee will surrender to Consumers for cancellation an equal principal
amount of the related series of first mortgage bonds. Consumers will not permit,
at any time prior to the release date, the total principal amount of first
mortgage bonds securing senior notes held by the senior note trustee to be less
than the total principal amount of senior notes outstanding. Following the
release date, Consumers will cause the mortgage to be discharged and will not
issue any additional first mortgage bonds under the mortgage. While Consumers
will be precluded after the release date from issuing additional first mortgage
bonds, it will not be precluded under the senior note indenture or senior notes
from issuing or assuming other secured debt, or incurring liens on its property,
except to the extent indicated below under "-- Certain Covenants of
Consumers -- Limitation on Liens."

                                        9
<PAGE>   11

Events Of Default

     The following constitute events of default under senior notes of any
series:

          (1) failure to pay principal of and premium, if any, on any senior
     note of such series when due;

          (2) failure to pay interest on any senior note of such series when due
     for 60 days;

          (3) failure to perform any other covenant or agreement of Consumers in
     the senior notes of such series for 90 days after written notice to
     Consumers by the senior note trustee or the holders of at least 33% in
     total principal amount of the outstanding senior notes;

          (4) prior to the release date, a default under the mortgage; provided,
     however, that the waiver or cure of such default and the rescission and
     annulment of the consequences under the mortgage will be a waiver of the
     corresponding event of default under the senior note indenture and a
     rescission and annulment of the consequences under the senior note
     indenture; and

          (5) certain events of bankruptcy, insolvency, reorganization,
     assignment or receivership of Consumers.

     If an event of default occurs and is continuing, either the senior note
trustee or the holders of a majority in total principal amount of the
outstanding senior notes may declare the principal amount of all senior notes to
be due and payable immediately.

     The senior note trustee generally will be under no obligation to exercise
any of its rights or powers under the senior note indenture at the request or
direction of any of the holders of senior notes of such series unless those
holders have offered to the senior note trustee reasonable security or
indemnity. Subject to the provisions for indemnity and certain other limitations
contained in the senior note indenture, the holders of a majority in principal
amount of the outstanding senior notes of such series generally will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the senior note trustee, or of exercising any trust or power
conferred on the senior note trustee. The holders of a majority in principal
amount of the outstanding senior notes of such series generally will have the
right to waive any past default or event of default (other than a payment
default) on behalf of all holders of senior notes of such series.

     No holder of senior notes of a series may institute any action against
Consumers under the senior note indenture unless:

          (1) that holder gives to the senior note trustee advance written
     notice of default and its continuance;

          (2) the holders of not less than a majority in total principal amount
     of senior notes of such series then outstanding affected by that event of
     default request the senior note trustee to institute such action;

          (3) that holder has offered the senior note trustee reasonable
     indemnity; and

          (4) the senior note trustee shall not have instituted such action
     within 60 days of such request.

     Furthermore, no holder of senior notes will be entitled to institute any
such action if and to the extent that that action would disturb or prejudice the
rights of other holders of senior notes of such series.

     Within 90 days after the occurrence of a default with respect to the senior
notes of a series, the senior note trustee must give the holders of the senior
notes of such series notice of any such default known to the senior note
trustee, unless cured or waived. The senior note trustee may withhold such
notice if it determines in good faith that it is in the interest of such holders
to do so except in the case of default in the payment of principal of, and
interest and/or premium, if any, on any senior notes of such series. Consumers
is required to deliver to the senior note trustee each year a certificate as to
whether or not, to the knowledge of the officers signing such certificate,
Consumers is in compliance with the conditions and covenants under the senior
note indenture.

                                        10
<PAGE>   12

Modification

     Consumers and the senior note trustee cannot modify and amend the senior
note indenture without the consent of the holders of a majority in principal
amount of the outstanding affected senior notes. Consumers and the senior note
trustee cannot modify and amend the senior note indenture without the consent of
the holder of each outstanding senior note of such series to:

          (1) change the maturity date of any senior note of such series;

          (2) reduce the rate (or change the method of calculation thereof) or
     extend the time of payment of interest on any senior note of such series;

          (3) reduce the principal amount of, or premium payable on, any senior
     note of such series;

          (4) change the coin or currency of any payment of principal of, and
     interest and/or premium on any senior note of such series;

          (5) change the date on which any senior note of such series may be
     redeemed or repaid at the option of its holder or adversely affect the
     rights of a holder to institute suit for the enforcement of any payment on
     or with respect to any senior note of such series;

          (6) impair the interest of the senior note trustee in the first
     mortgage bonds securing the senior notes of such series held by it or,
     prior to the release date, reduce the principal amount of any series of
     first mortgage bond securing the senior notes of such series to an amount
     less than the principal amount of the related series of senior notes or
     alter the payment provisions of such senior note mortgage bonds in a manner
     adverse to the holders of the senior notes; or

          (7) modify the senior notes of such series necessary to modify or
     amend the senior note indenture or to waive any past default to less than a
     majority.

     Consumers and the senior note trustee can modify and amend the senior note
indenture without the consent of the holders in certain cases, including:

          (1) to add to the covenants of Consumers for the benefit of the
     holders or to surrender a right conferred on Consumers in the senior note
     indenture;

          (2) to add further security for the senior notes of such series;

          (3) to add provisions enabling Consumers to be released with respect
     to one or more series of outstanding senior notes from its obligations
     under the covenants upon satisfaction of conditions with respect to such
     series of senior notes;

          (4) to supply omissions, cure ambiguities or correct defects which
     actions, in each case, are not prejudicial to the interests of the holders
     in any material respect; or

          (5) to make any other change that is not prejudicial to the holders of
     senior notes of such series in any material respect.

     A supplemental indenture which changes or eliminates any covenant or other
provision of the senior note indenture (or any supplemental indenture) which has
expressly been included solely for the benefit of one or more series of senior
notes, or which modifies the rights of the holders of senior notes of such
series with respect to such covenant or provision, will be deemed not to affect
the rights under the senior note indenture of the holders of senior notes of any
other series.

Defeasance and Discharge

     The senior note indenture provides that Consumers will be discharged from
any and all obligations in respect to the senior notes of such series and the
senior note indenture (except for certain obligations such as obligations to
register the transfer or exchange of senior notes, replace stolen, lost or
mutilated senior notes and maintain paying agencies) if, among other things,
Consumers irrevocably deposits with the

                                        11
<PAGE>   13

senior note trustee, in trust for the benefit of holders of senior notes of such
series, money or certain United States government obligations, or any
combination of money or government obligations. The payment of interest and
principal on the deposits in accordance with their terms must provide money in
an amount sufficient, without reinvestment, to make all payments of principal
of, and any premium and interest on, the senior notes on the dates such payments
are due in accordance with the terms of the senior note indenture and the senior
notes of such series. If all of the senior notes of such series are not due
within 90 days of such deposit by redemption or otherwise, Consumers must also
deliver to the senior note trustee an opinion of counsel to the effect that the
holders of the senior notes of such series will not recognize income, gain or
loss for federal income tax purposes as a result of that defeasance or discharge
of the senior note indenture. Thereafter, the holders of senior notes must look
only to the deposit for payment of the principal of, and interest and any
premium on, the senior notes.

Consolidation, Merger and Sale or Disposition of Assets

     Consumers may consolidate with or merge into, or sell or otherwise dispose
of its properties as or substantially as an entirety if:

          (1) the new corporation is a corporation organized and existing under
     the laws of the United States of America, any state thereof, or the
     District of Columbia,

          (2) the new corporation assumes the due and punctual payment of the
     principal of and premium and interest on all the senior notes and the
     performance of every covenant of the senior note indenture to be performed
     or observed by Consumers, and

          (3) if prior to the release date, the new corporation assumes
     Consumers' obligations under the mortgage indenture with respect to first
     mortgage bonds securing senior notes.

     The conveyance or other transfer by Consumers of:

          (1) all or any portion of its facilities for the generation of
     electric energy,

          (2) all of its facilities for the transmission of electric energy, or

          (3) all of its facilities for the distribution of natural gas, in each
     case considered alone or in any combination with properties described in
     (1), (2) or (3) of this sentence, will not be considered a conveyance or
     other transfer of all the properties of Consumers, as or substantially as
     an entirety.

  Certain Covenants Of Consumers

     Limitation on Liens

     So long as any senior notes are outstanding, Consumers may not issue,
assume, guarantee or permit to exist after the release date any debt that is
secured by any mortgage, security interest, pledge or lien (each a "lien") of or
upon any operating property of Consumers, whether owned at the date of the
senior note indenture or thereafter acquired, without in any such case
effectively securing the senior notes (together with, if Consumers shall so
determine, any other indebtedness of Consumers ranking equally with the senior
notes) equally and ratably with such debt (but only so long as such debt is so
secured). The foregoing restriction will not apply to:

          (1) liens on any operating property existing at the time of its
     acquisition (which liens may also extend to subsequent repairs, alterations
     and improvements to such operating property);

          (2) liens on operating property of a corporation existing at the time
     such corporation is merged into or consolidated with, or such corporation
     disposes of its properties (or those of a division) as or substantially as
     an entirety to, Consumers;

          (3) liens on operating property to secure the cost of acquisition,
     construction, development or substantial repair, alteration or improvement
     of property or to secure indebtedness incurred to provide funds for any
     such purpose or for reimbursement of funds previously expended for any such
     purpose,

                                        12
<PAGE>   14

     provided such liens are created or assumed contemporaneously with, or
     within 18 months after, such acquisition or the completion of substantial
     repair or alteration, construction, development or substantial improvement;

          (4) liens in favor of any state or any department, agency or
     instrumentality or political subdivision of any state, or for the benefit
     of holders of securities issued by any such entity (or providers of credit
     enhancement with respect to such securities), to secure any debt
     (including, without limitation, obligations of Consumers with respect to
     industrial development, pollution control or similar revenue bonds)
     incurred for the purpose of financing all or any part of the purchase price
     or the cost of substantially repairing or altering, constructing,
     developing or substantially improving operating property of Consumers; or

          (5) any extension, renewal or replacement (or successive extensions,
     renewals or replacements), in whole or in part, of any lien referred to in
     clauses (1) through (4), provided, however, that the principal amount of
     debt secured thereby and not otherwise authorized by said clauses (1) to
     (4), inclusive, shall not exceed the principal amount of debt, plus any
     premium or fee payable in connection with any such extension, renewal or
     replacement, so secured at the time of such extension, renewal or
     replacement.

     These restrictions will not apply to the issuance, assumption or guarantee
by Consumers of debt secured by a lien which would otherwise be subject to the
foregoing restrictions up to a total amount which, together with all other
secured debt of Consumers (not including secured debt permitted under any of the
foregoing exceptions) and the value of sale and lease-back transactions existing
at such time (other than sale and lease-back transactions the proceeds of which
have been applied to the retirement of certain indebtedness, sale and lease-back
transactions in which the property involved would have been permitted to be
subjected to a lien under any of the foregoing exceptions in clauses (1) to (5)
and sale and lease-back transactions that are permitted by the first sentence of
"Limitation on Sale and Lease-Back Transactions" below), does not exceed the
greater of 15% of Net Tangible Assets or 15% of Capitalization.

     Limitation on Sale and Lease-Back Transactions

     So long as senior notes are outstanding, Consumers may not enter into or
permit to exist after the release date any sale and lease-back transaction with
respect to any operating property (except for transactions involving leases for
a term, including renewals, of not more than 48 months), if the purchaser's
commitment is obtained more than 18 months after the later of the completion of
the acquisition, construction or development of such operating property or the
placing in operation of such operating property or of such operating property as
constructed or developed or substantially repaired, altered or improved. This
restriction will not apply if:

          (1) Consumers would be entitled under any of the provisions described
     in clauses (1) to (5) of the first sentence of the second paragraph under
     "Limitation on Liens" above to issue, assume, guarantee or permit to exist
     debt secured by a lien on such operating property without equally and
     ratably securing the senior notes,

          (2) after giving effect to such sale and lease-back transaction,
     Consumers could incur pursuant to the provisions described in the second
     sentence of the second paragraph under "Limitation on Liens," at least
     $1.00 of additional debt secured by liens (other than liens permitted by
     clause (1)), or

          (3) Consumers applies within 180 days an amount equal to, in the case
     of a sale or transfer for cash, the net proceeds (not exceeding the net
     book value), and, otherwise, an amount equal to the fair value (as
     determined by its Board of Directors) of the operating property so leased
     to the retirement of senior notes or other debt of Consumers ranking
     equally with, the senior notes, subject to reduction for senior notes and
     such debt retired during such 180-day period otherwise than pursuant to
     mandatory sinking fund or prepayment provisions and payments at stated
     maturity.

                                        13
<PAGE>   15

Voting Of Senior Note Mortgage Bonds Held By the Senior Note Trustee

     The senior note trustee, as the holder of first mortgage bonds securing
senior notes, will attend any meeting of bondholders under the mortgage
indenture, or, at its option, will deliver its proxy in connection therewith as
it relates to matters with respect to which it is entitled to vote or consent.
So long as no event of default under the senior note indenture has occurred and
is continuing, the senior note trustee will vote or consent:

          (1) in favor of amendments or modifications of the mortgage indenture
     of substantially the same tenor and effect as follows:

           - to eliminate the maintenance and replacement fund and to recover
             amounts of net property additions previously applied in
             satisfaction thereof so that the same would become available as a
             basis for the issuance of first mortgage bonds;

           - to eliminate sinking funds or improvement funds and to recover
             amounts of net property additions previously applied in
             satisfaction thereof so that the same would become available as a
             basis for the issuance of first mortgage bonds;

           - to eliminate the restriction on the payment of dividends on common
             stock and to eliminate the requirements in connection with the
             periodic examination of the mortgaged and pledged property by an
             independent engineer;

           - to permit first mortgage bonds to be issued under the mortgage
             indenture in a principal amount equal to 70% of unfunded net
             property additions instead of 60%, to permit sinking funds
             improvement funds requirements (to the extent not otherwise
             eliminated) under the Mortgage to be satisfied by the application
             of net property additions in an amount equal to 70% of such
             additions instead of 60%, and to permit the acquisition of property
             subject to certain liens prior to the lien of the Mortgage if the
             principal amount of indebtedness secured by such liens does not
             exceed 70% of the cost of such property instead of 60%;

           - to eliminate requirements that Consumers deliver a net earnings
             certificate for any purpose under the mortgage indenture;

           - to raise the minimum dollar amount of insurance proceeds on account
             of loss or damage that must be payable to the senior note trustee
             from $50,000 to an amount equal to the greater of (A) $5,000,000
             and (B) three per centum (3%) of the total principal amount of
             first mortgage bonds outstanding;

           - to increase the amount of the fair value of property which may be
             sold or disposed of free from the lien of the mortgage indenture,
             without any release or consent by the senior note trustee, from not
             more than $25,000 in any calendar year to not more than an amount
             equal to the greater of (A) $5,000,000 and (B) three per centum
             (3%) of the total principal amount of first mortgage bonds then
             outstanding;

           - to permit certain mortgaged and pledged property to be released
             from the lien of the mortgage indenture if, in addition to certain
             other conditions, the senior note trustee receives purchase money
             obligations of not more than 70% of the fair value of such property
             instead of 60% and to eliminate the further requirement for the
             release of such property that the total principal amount of
             purchase money obligations held by the senior note trustee not
             exceed 20% of the principal amount of first mortgage bonds
             outstanding;

           - to eliminate the restriction prohibiting the mortgage trustee from
             applying cash held by it pursuant to the mortgage indenture to the
             purchase of bonds not otherwise redeemable at a price exceeding
             110% of the principal of such bonds, plus accrued interest; and

          (2) with respect to any other amendments or modifications of the
     mortgage indenture, as follows: the senior note trustee shall vote all
     first mortgage bonds securing senior notes then held by it, or consent with
     respect thereto, proportionately with the vote or consent of the holders of
     all other
                                        14
<PAGE>   16

     first mortgage bonds outstanding under the mortgage indenture, the holders
     of which are eligible to vote or consent. However, the senior note trustee
     will not vote in favor of, or consent to, any amendment or modification of
     the mortgage which, if it were an amendment or modification of the senior
     note indenture, would require the consent of senior notes holders (as
     described under "Modification,") without the prior consent of holders of
     senior notes which would be required for such an amendment or modification
     of the senior note indenture.

Concerning The Senior Note Trustee

     The Chase Manhattan Bank is both the senior note trustee under the senior
note indenture and the mortgage trustee under the mortgage indenture. Consumers
and its affiliates maintain depositary and other normal banking relationships
with The Chase Manhattan Bank. The Chase Manhattan Bank is also a lender to
Consumers and its affiliates. The senior note indenture provides that Consumers'
obligations to compensate the senior note trustee and reimburse the senior note
trustee for expenses, disbursements and advances will constitute indebtedness
which will be secured by a lien generally prior to that of the senior notes upon
all property and funds held or collected by the senior note trustee as such.

DESCRIPTION OF FIRST MORTGAGE BONDS

General

     The first mortgage bonds securing senior notes are to be issued under a
mortgage indenture as amended and supplemented by various supplemental
indentures with The Chase Manhattan Bank, as the mortgage trustee. The
statements herein concerning the mortgage indenture are an outline and do not
purport to be complete and are subject to, and qualified in their entirety by,
all of the provisions of the mortgage indenture, which is incorporated by
reference herein. They make use of defined terms and are qualified in their
entirety by express reference to the cited sections and articles of the mortgage
indenture a copy of which will be available upon request to the senior note
trustee.

     First mortgage bonds securing senior notes will be issued as security for
Consumers' obligations under the senior note indenture and will be immediately
delivered to and registered in the name of the senior note trustee. The first
mortgage bonds securing senior notes will be issued as security for senior notes
of a series and will secure the senior notes of that series until the release
date. The senior note indenture provides that the senior note trustee shall not
transfer any first mortgage bonds securing senior notes except to a successor
trustee, to Consumers (as provided in the senior note indenture) or in
compliance with a court order in connection with a bankruptcy or reorganization
proceeding of Consumers. The senior note trustee shall generally vote the first
mortgage bonds securing senior notes proportionately with what it believes to be
the vote of all other first mortgage bonds then outstanding except in connection
with certain amendments or modifications of the mortgage indenture, as described
under "Description of Senior Notes Voting of Senior Note Mortgage Bonds Held by
Senior Note Trustee."

     First mortgage bonds securing senior notes will correspond to the senior
notes of its related series in respect of principal amount, interest rate,
maturity date and redemption provisions. Upon payment of the principal or
premium, if any, or interest on senior notes of a series, the related first
mortgage bonds in a principal amount equal to the principal amount of such
senior notes will, to the extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of Consumers to make such
payment shall be discharged.

Priority And Security

     The first mortgage bonds securing senior notes of any series will rank
equally as to security with bonds of other series now outstanding or issued
later under the mortgage indenture. This security is a direct first lien on
substantially all of Consumers' property and franchises (other than certain
property expressly excluded from the lien (such as cash, bonds, stock and
certain other securities, contracts, accounts and bills receivables, judgments
and other evidences of indebtedness, stock in trade, materials or supplies
manufactured or acquired for the purpose of sale and/or resale in the usual
course of business or

                                        15
<PAGE>   17

consumable in the operation of any of the properties of Consumers, natural gas,
oil and minerals, motor vehicles and certain real property listed in Schedule A
to the mortgage indenture)). This lien is subject to excepted encumbrances (and
certain other limitations) as defined and described in the mortgage indenture.
It is also subject to certain provisions of Michigan law which provides that
under certain circumstances, the State of Michigan's lien against property on
which it has incurred costs related to any response activity that is subordinate
to prior recorded liens can become superior to such prior liens pursuant to
court order. The mortgage indenture permits, with certain limitations, the
acquisition of property subject to prior liens and, under certain conditions,
permits the issuance of additional indebtedness under such prior liens to the
extent of 60% of net property additions made by Consumers to the property
subject to such prior liens.

Release And Substitution Of Property

     The mortgage indenture provides that, subject to various limitations,
property may be released from the lien thereof when sold or exchanged, or
contracted to be sold or exchanged, upon the basis of:

     - cash deposited with the mortgage trustee;

     - bonds or purchase money obligations delivered to the mortgage trustee;

     - prior lien bonds delivered to the mortgage trustee or reduced or assumed
       by the purchaser;

     - property additions acquired in exchange for the property released; or

     - upon a showing that unfunded net property additions exist. The mortgage
       indenture also permits the withdrawal of cash upon a showing that
       unfunded net property additions exist or against the deposit of bonds or
       the application thereof to the retirement of bonds.

Modification Of Mortgage

     The mortgage indenture, the rights and obligations of Consumers and the
rights of the bondholders may be modified by Consumers with the consent of the
holders of 75% in principal amount of the bonds and of not less than 60% of the
principal amount of each series affected. In general, however, no modification
of the terms of payment of principal or interest and no modification affecting
the lien or reducing the percentage required for modification is effective
against any bondholder without the bondholder's consent. Consumers has reserved
the right without any consent or other action by the holders of bonds of any
series created after September 15, 1993 or by the holder of any senior note or
exchange note, to amend the mortgage in order to substitute a majority in
principal amount of bonds outstanding under the mortgage for the 75% requirement
set forth above (and then only in respect of such series of outstanding bonds as
shall be affected by the proposed action) and to eliminate the requirement for a
series-by-series consent requirement.

Concerning The Mortgage Trustee

     The Chase Manhattan Bank is both the mortgage trustee under the mortgage
indenture and the senior note trustee under the senior note indenture. Consumers
and its affiliates maintain depositary and other normal banking relationships
with The Chase Manhattan Bank. The Chase Manhattan Bank is also a lender to
Consumers and its affiliates. The mortgage indenture provides that Consumers'
obligations to compensate the mortgage trustee and reimburse the trustee for
expenses, disbursements and advances will constitute indebtedness which will be
secured by a lien generally prior to that of the first mortgage bonds securing
senior notes upon all property and funds held or collected by the mortgage
trustee as such.

     The mortgage trustee or the holders of 20% in total principal amount of the
bonds may declare the principal due on default, but the holders of a majority in
total principal amount may annul such declaration and waive the default if the
default has been cured. Subject to certain limitations, the holders of a
majority in total principal amount may generally direct the time, method and
place of conducting any proceeding for the enforcement of the mortgage
indenture. No bondholder has the right to institute any

                                        16
<PAGE>   18

proceedings for the enforcement of the mortgage indenture unless that holder has
given the mortgage trustee written notice of a default, the holders of 20% of
outstanding bonds shall have tendered to the mortgage trustee reasonable
security or indemnity against costs, expenses and liabilities and requested the
mortgage trustee to take action, the mortgage trustee shall have declined to
take action or failed to do so within sixty days and no inconsistent directions
shall have been given by the holders of a majority in total principal amount of
the bonds.

Defaults

     The mortgage defines the following as "defaults":

     - failure to pay principal when due;

     - failure to pay interest for sixty days;

     - failure to pay any installment of any sinking or other purchase fund for
       ninety days;

     - certain events in bankruptcy, insolvency or reorganization; and

     - failure to perform any other covenant for ninety days following written
       demand by the mortgage trustee for Consumers to cure such failure.

     Consumers has covenanted to pay interest on any overdue principal and (to
the extent permitted by law) on overdue installments of interest, if any, on the
bonds under the mortgage indenture at the rate of 6% per year. The mortgage
indenture does not contain a provision requiring any periodic evidence to be
furnished as to the absence of default or as to compliance with the terms
thereof. However, Consumers is required by law to furnish annually to the
trustee a certificate as to compliance with all conditions and covenants under
the mortgage indenture.

SUBORDINATED DEBENTURES

     The subordinated debentures will be issued under the subordinated debt
indenture and will rank subordinated and junior in right of payment, to the
extent set forth in the subordinated debt indenture, to all "senior
indebtedness" (as defined below) of Consumers.

     If Consumers defaults in the payment of any distributions on any senior
indebtedness when it becomes due and payable after any applicable grace period,
then, unless and until the default is cured or waived or ceases to exist,
Consumers cannot make a payment on account of or redeem or otherwise acquire the
subordinated debentures. The subordinated debt indenture provisions described in
this paragraph, however, do not prevent Consumers from making sinking fund
payments in subordinated debentures acquired prior to the maturity of senior
indebtedness or, in the case of default, prior to such default and notice
thereof. If there is any insolvency, bankruptcy, liquidation or other similar
proceeding relating to Consumers, its creditors or its property, then all senior
indebtedness must be paid in full before any payment may be made to any holders
of subordinated debentures. Holders of subordinated debentures must return and
deliver any payments received by them, other than in a plan of reorganization or
through a defeasance trust as described above, directly to the holders of senior
indebtedness until all senior indebtedness is paid in full.

     "Senior indebtedness" means distributions on the following, whether
outstanding on the date of execution of the subordinated debt indenture or
thereafter incurred, created or assumed:

     - indebtedness of Consumers for money borrowed by Consumers or evidenced by
       debentures (other than the subordinated debentures), notes, bankers'
       acceptances or other corporate debt securities or similar instruments
       issued by Consumers;

     - capital lease obligations of Consumers;

                                        17
<PAGE>   19

     - obligations of Consumers incurred for deferring the purchase price of
       property, with respect to conditional sales, and under any title
       retention agreement (but excluding trade accounts payable arising in the
       ordinary course of business);

     - obligations of Consumers with respect to letters of credit;

     - all indebtedness of others of the type referred to in the four preceding
       clauses assumed by or guaranteed in any manner by Consumers or in effect
       guaranteed by Consumers; or

     - renewals, extensions or refundings of any of the indebtedness referred to
       in the preceding three clauses unless, in the case of any particular
       indebtedness, renewal, extension or refunding, under the express
       provisions of the instrument creating or evidencing the same or the
       assumption or guarantee of the same, or pursuant to which the same is
       outstanding, such indebtedness or such renewal, extension or refunding
       thereof is not superior in right of payment to the subordinated debt
       securities.

     The subordinated debt indenture does not limit the total amount of senior
indebtedness that may be issued. As of September 30, 2000, senior indebtedness
of Consumers totaled approximately $2,600 million.

Certain Covenants

     If debt securities are issued to a trust or a trustee of such trust in
connection with the issuance of trust preferred securities of that trust,
Consumers will covenant that it will not (1) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of Consumers' capital stock or (2) make any payment of
principal, interest or premium, if any, on or repay or repurchase or redeem any
debt securities (including guarantees of indebtedness for money borrowed) of
Consumers that rank equal (in the case of subordinated debentures) with or
junior (in the case of senior and subordinated debentures) to that debt security
(other than (a) any dividend, redemption, liquidation, interest, principal or
guarantee payment by Consumers where the payment is made by way of securities
(including capital stock) that rank equal with or junior to the securities on
which such dividend, redemption, interest, principal or guarantee payment is
being made, (b) payments under the Consumers' guarantees of trust securities),
if at such time (1) there shall have occurred any event of which Consumers has
actual knowledge that (a) with the giving of notice or the lapse of time, or
both, would constitute an event of default under the indentures and (b) in
respect of which Consumers shall not have taken reasonable steps to cure, (2)
Consumers shall be in default with respect to its payment of any obligations
under the guarantees or (3) Consumers will have given notice of its selection of
an extension period as provided in the indentures with respect to the Debt
Securities and will not have rescinded such notice, or such extension period, or
any extension thereof, shall be continuing.

     Consumers will also covenant:

          (1) to maintain directly or indirectly 100% ownership of the common
     securities, provided that certain successors that are permitted pursuant to
     the indentures may succeed to Consumers' ownership of the common
     securities,

          (2) not to voluntarily dissolve, wind-up or liquidate the trust,
     except:

             (a) in connection with a distribution of the debt securities to the
        holders of the trust preferred securities in liquidation of such trust
        or

             (b) in connection with certain mergers, consolidations or
        amalgamations permitted by the amended and restated Declaration of
        Trust, and

          (3) to use its reasonable efforts, consistent with the terms and
     provisions of the amended and restated Declaration of Trust, to cause such
     trust to remain classified as a grantor trust and not as an association
     taxable as a corporation for United States federal income tax purposes.

                                        18
<PAGE>   20

Events of Default

     The subordinated debt indenture provides that events of default regarding
any series of subordinated debentures will be:

     - failure to pay required interest on any subordinated debentures of such
       series for 30 days;

     - failure to pay principal other than a scheduled installment payment or
       premium, if any, on any subordinated note of such series when due;

     - failure to make any required scheduled installment payment on
       subordinates notes of such series;

     - failure to perform for 60 days after notice any other covenant in the
       relevant indenture other than a covenant included in the relevant
       indenture solely for the benefit of a series of subordinated debentures
       other than such series;

     - certain events of bankruptcy or insolvency, whether voluntary or not; and

     - if subordinated debentures are issued, such trust is voluntarily or
       involuntarily dissolved, wound-up or terminated, except in connection
       with the distribution of subordinated debentures to the holders of the
       common securities and the trust preferred securities in liquidation of
       the trust, the redemption of all outstanding trust securities of the
       trust and certain mergers, consolidation or amalgamations permitted by
       the declaration of that trust.

     If an event of default regarding subordinated debentures of any series
issued should occur and be continuing, either the subordinated note trustee or
the holders of 25% in the principal amount of outstanding subordinated
debentures of such series may declare each subordinated note of that series due
and payable.

     Holders of a majority in principal amount of the outstanding subordinated
debentures of any series will be entitled to control certain actions of the
subordinated note trustee and to waive past defaults regarding such series. The
trustee generally will not be requested, ordered or directed by any of the
holders of subordinated debentures, unless one or more of such holders shall
have offered to the trustee reasonable security or indemnity.

     Before any holder of any series of subordinated debentures may institute
action for any remedy, except payment on such holder's subordinated debentures
when due, the holders of not less than 25% in principal amount of the
subordinated debentures of that series outstanding must request the subordinated
note trustee to take action. Holders must also offer and give the satisfactory
security and indemnity against liabilities incurred by the trustee for taking
such action.

     Consumers is required to annually furnish the subordinated note trustee a
statement as to Consumers' compliance with all conditions and covenants under
the subordinated debt indenture. The subordinated debt indenture provides that
the subordinated note trustee may withhold notice to the holders of the
subordinated debentures of any series of any default affecting such series,
except payment on holders' subordinated debentures when due, if it considers
withholding notice to be in the interests of the holders of the subordinated
debentures of such series.

Consolidation, Merger or Sale of Assets

     The subordinated debt indenture provides that Consumers may consolidate
with or merge into, or sell, lease or convey its property as an entirety or
substantially as an entirety to, any other corporation if the new corporation
assumes the obligations of Consumers under the subordinated debentures and the
subordinated debt indenture and is organized and existing under the laws of the
United States of America, any U.S. state or the District of Columbia.

                                        19
<PAGE>   21

Modification of the Indenture

     The subordinated debt indenture permits Consumers and the subordinated note
trustee to enter into supplemental indentures without the consent of the holders
of the subordinated debentures to establish the form and terms of any series of
securities under the subordinated debt indentures.

     The subordinated debt indenture also permits Consumers and the subordinated
note trustee, with the consent of the holders of at least a majority in total
principal amount of the subordinated debentures of all series then outstanding
and affected (voting as one class), to change in any manner the provisions of
the subordinated debt indenture or modify in any manner the rights of the
holders of the subordinated debentures of each such affected series. Consumers
and the relevant trustee may not, without the consent of the holder of each
subordinated debenture affected, enter into any supplemental indenture to:

     - change the time of payment of the principal;

     - reduce the principal amount of such subordinated debentures;

     - reduce the rate or change the time of payment of interest on such
       subordinated debentures;

     - impair the right to institute suit for the enforcement of any payment on
       any subordinated debentures when due.

     In addition, no such modification may reduce the percentage in principal
amount of the subordinated debentures of the affected series, the consent of
whose holders is required for any such modification or for any waiver provided
for in the subordinated debt indenture.

     Prior to the acceleration of the maturity of any subordinated debentures,
the holders, voting as one class, of a majority in total principal amount of the
subordinated debentures with respect to which a default or event of default has
occurred and is continuing, may, on behalf of the holders of all such affected
subordinated debentures, waive any past default or event of default and its
consequences, except a default or an event of default in respect of a covenant
or provision of the applicable indenture or of any subordinated debenture which
cannot be modified or amended without the consent of the holder of each
subordinated debentures affected.

Defeasance, Covenant Defeasance and Discharge

     The subordinated debt indenture provides that, at the option of Consumers,
Consumers will be discharged from all obligations in respect of the subordinated
debentures of a particular series then outstanding (except for certain
obligations to register the transfer of or exchange the subordinated debentures
of such series, to replace stolen, lost or mutilated subordinated debentures of
such series, to maintain paying agencies and to maintain the trust described
below).

     If Consumers in each case irrevocably deposits in trust with the relevant
trustee money, and/or securities backed by the full faith and credit of the
United States which, through the payment of the principal thereof and the
interest thereon in accordance with their terms, will provide money in an amount
sufficient to pay all the principal and interest on the subordinated debentures
of such series on the stated maturities of such subordinated debentures in
accordance with the terms thereof.

     To exercise this option, Consumers is required to deliver to the relevant
trustee an opinion of independent counsel to the effect that the exercise of
such option would not cause the holders of the subordinated debentures of such
series to recognize income, gain or loss for United States federal income tax
purposes as a result of such defeasance, and such holders will be subject to
United States federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not occurred.

TRUST PREFERRED SECURITIES

     Each trust may issue, on one or more occasion, trust preferred securities
having terms described in the applicable prospectus supplement. The amended and
restated Declaration of Trust of each trust will
                                        20
<PAGE>   22

authorize the establishment of no more than one series of trust preferred
securities, having such terms, including distributions, redemption, voting,
liquidation rights and such other preferred, deferred or other special rights or
such rights or restrictions as shall be set forth therein or otherwise
established by the trustees pursuant thereto. Reference is made to the
prospectus supplement relating to the trust preferred securities for specific
terms, including:

     - the distinctive designation and the number of trust preferred securities
       to be offered which will represent undivided beneficial interests in the
       assets of the trust;

     - the annual distribution rate and the dates or date upon which such
       distributions will be paid, provided, however distributions on the trust
       preferred securities will be paid quarterly in arrears to holders of
       trust preferred securities as of a record date on which the trust
       preferred securities are outstanding;

     - whether distributions on trust preferred securities would be deferred
       during any deferral of interest payments on the debt securities,
       provided, however that no such deferral, including extensions, if any,
       may exceed 20 consecutive quarters nor extend beyond the stated maturity
       date of the debt securities, and at the end of any such deferrals,
       Consumers will make all interest payments then accrued or deferred and
       unpaid (including any compounded interest);

     - the amount of any liquidation preference;

     - the obligation, if any, of the trust to redeem trust preferred securities
       through the exercise of Consumers of an option on the corresponding debt
       securities and the price or prices at which, the period or periods within
       which and the terms and conditions upon which trust preferred securities
       will be purchased or redeemed, in whole or in part, under to such
       obligation;

     - the period or periods within which and the terms and conditions, if any,
       including the price or prices or the rate or rates of conversion or
       exchange and the terms and conditions of any adjustments, upon which the
       trust preferred securities shall be convertible or exchangeable at the
       option of the holder of the trust preferred securities of other property
       or cash;

     - the voting rights, if any, of the trust preferred securities in addition
       to those required by law and in the amended and restated Declaration of
       Trust, or set forth under a Consumers' guarantee (as defined below);

     - the additional payments, if any, which the trust will pay as a
       distribution as necessary so that the net amounts reserved by the trust
       and distributable to the holders of the trust preferred securities, after
       all taxes, duties, assessments or governmental charges of whatever nature
       (other than withholding taxes) have been paid will not be less than the
       amount that would have been reserved and distributed by the trust, and
       the amount the holders of the trust preferred securities would have
       reserved, had no such taxes, duties, assessments or governmental charges
       been imposed;

     - the terms and conditions, if any, upon which the debt securities may be
       distributed to holders of trust preferred securities; and

     - any other relative rights, powers, preferences, privileges, limitations
       or restrictions of the trust preferred securities not inconsistent with
       the amended and restated Declaration of Trust or applicable law.

     All trust preferred securities offered hereby will be irrevocably
guaranteed by Consumers, on a senior or subordinated basis, as applicable, and
to the extent set forth below under "The Guarantees." Any applicable federal
income tax considerations applicable to any offering of the trust preferred
securities will be described in the prospectus supplement relating thereto. The
total number of trust preferred securities which the trust shall have authority
to issue will be pursuant to the terms of the amended and restated Declaration
of Trust.

                                        21
<PAGE>   23

EFFECT OF OBLIGATIONS UNDER THE DEBT SECURITIES AND THE GUARANTEES

     As set forth in the amended and restated Declaration of Trust, the sole
purpose of the trusts are to issue the common securities and the trust preferred
securities evidencing undivided beneficial interests in the assets of each of
the trusts, and to invest the proceeds from such issuance and sale to acquire
directly the debt securities from Consumers.

     As long as payments of interest and other payments are made when due on the
debt securities, such payments will be sufficient to cover distributions and
payments due on the common securities and the trust preferred securities because
of the following factors:

     - the total principal amount of debt securities will be equal to the sums
       of the total stated liquidation amount of the common securities and the
       trust preferred securities;

     - the interest rate and the interest and other payment dates on the debt
       securities will match the distribution rate and distribution and other
       payment dates for the common securities and the trust preferred
       securities;

     - Consumers will pay all, and each trust shall not be obligated to pay,
       directly or indirectly, all its costs, expenses, debt and obligations
       (other than with respect to the common securities and the trust preferred
       securities); and

     - the amended and restated Declaration of Trust further provides that
       Consumers trustees will not take or cause or permit the trust to, among
       other things, engage in any activity that is not consistent with the
       purposes of the trust.

     Payments of distributions (to the extent funds for distributions are
available) and other payments due on the trust preferred securities (to the
extent funds for other payments are available) are guaranteed by Consumers as
and to the extent discussed under "The Guarantees" below. If Consumers does not
make interest payments on the debt securities purchased by the trust, it is
expected that the trusts will not have sufficient funds to pay distributions on
the trust preferred securities. The Consumers guarantees do not apply to any
payment of distributions unless and until the trusts have sufficient funds for
the payment of distributions and other payments on the trust preferred
securities only if and to the extent that Consumers has made a payment of
interest or principal on the debt securities held by the trusts as their sole
asset. The Consumers guarantees, when taken together with Consumers' obligations
under the debt securities and the related indenture and its obligations under
the applicable amended and restated Declaration of Trust, including its
obligations to pay costs, expenses, debts and liabilities of the trust (other
than with respect to the common securities and the trust preferred securities),
provide a full and unconditional guarantee of amounts on the trust preferred
securities.

     If Consumers fails to make interest or other payments on the debt
securities when due (taking account of any extension period), the applicable
amended and restated Declaration of Trust provide a mechanism whereby the
holders of the trust preferred securities may direct a property trustee to
enforce its rights under the debt securities. If a property trustee fails to
enforce its rights under the debt securities, a holder of trust preferred
securities may, to the fullest extent permitted by applicable law, institute a
legal proceeding against Consumers to enforce a property trustee's rights under
the debt securities without first instituting any legal proceeding against a
property trustee or any other person or entity. Notwithstanding the foregoing,
if an event of default has occurred and is continuing under the applicable
amended and restated Declaration of Trust, and such event is attributable to the
failure of Consumers to pay interest or principal on the debt securities on the
date such interest or principal is otherwise payable (or in the case of
redemption on the redemption date), then a holder of trust preferred securities
may institute legal proceedings directly against Consumers to obtain payment. If
Consumers fails to make payments under the guarantees, the guarantees provide a
mechanism whereby the holders of the trust preferred securities may direct a
guarantee trustee to enforce its rights thereunder. Any holder of trust
preferred securities may institute a legal proceeding directly against Consumers
to enforce a guarantee trustee's rights under a guarantee without first
instituting a legal proceeding against the trust, the guarantee trustee, or any
other person or entity.
                                        22
<PAGE>   24

THE GUARANTEES

     Set forth below is a summary of information concerning the guarantees that
will be executed and delivered by Consumers for the benefit of the holders, from
time to time, of the trust preferred securities. Each guarantee will be
qualified as an indenture under the Trust Indenture Act of 1939. The Bank of New
York will act as indenture trustee under the guarantees for the purpose of
compliance with the provisions of the Trust Indenture Act of 1939. This summary
does not purport to be complete and is subject in all respects to the provisions
of, and is qualified in its entirety by reference to, the guarantees, which is
filed as an exhibit to the Registration Statement of which this prospectus forms
a part.

General

     Consumers will irrevocably agree to pay in full, on a senior or
subordinated basis, as applicable, to the extent set forth herein, the guarantee
payments (as described below) to the holders of the trust preferred securities,
as and when due, regardless of any defense, right of set-off or counterclaim
that the trust may have or assert other than the defense of payment. The
following payments with respect to the trust preferred securities, to the extent
not paid by or on behalf of the trust, will be subject to a guarantee by
Consumers of:

          (1) any accumulated and unpaid distributions required to be paid on
     the trust preferred securities, to the extent that the trust has funds on
     hand available therefore at such time;

          (2) the redemption price with respect to any trust preferred
     securities called for redemption to the extent that the trust has funds on
     hand available therefore at such time; or

          (3) upon a voluntary or involuntary dissolution, winding up or
     liquidation of the trust (unless the debt securities are distributed to
     holders of the trust preferred securities), the lesser of (a) the
     liquidation distribution, to the extent that the trust has funds on hand
     available the distribution at such time, and (b) the amount of assets of
     the trust remaining available for distribution to holders of trust
     preferred securities.

     Consumers' obligation to make a guarantee payment may be satisfied by
direct payment of the required amounts of Consumers to the holders of the trust
preferred securities or by causing the trust to pay such amount to such holders.

     The Consumers guarantees will be irrevocable guarantees, on a senior or
subordinated basis, as applicable, of the trust's obligations under the trust
preferred securities, but will apply only to the extent that the trust has funds
sufficient to make such payments, and are not guarantees of collection. If
Consumers does not make interest payments on the debt securities held by the
trust, the trust will not be able to pay distributions on the trust preferred
securities and will not have funds legally available therefore.

     Consumers has, through the guarantees, the applicable amended and restated
Declaration of Trust, the senior notes, the subordinated debentures, and the
indentures, taken together, fully, irrevocably and unconditionally guaranteed
all of the trust's obligations under the trust preferred securities. No single
document standing alone or operating in conjunction with fewer than all of the
other documents constitutes such guarantee. It is only the combined operation of
these documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the trust's obligations under the trust preferred
securities.

     Consumers has also agreed separately to irrevocably and unconditionally
guarantee the obligations of the trust with respect to the common securities to
the same extent as the guarantees of the preferred securities, except that upon
the occurrence and during the continuation of a amended and restated Declaration
of Trust Event of Default, holders of trust preferred securities shall have
priority over holders of common securities with respect to distributions and
payments on liquidation, redemption or otherwise.

                                        23
<PAGE>   25

Certain Covenants of Consumers

     Consumers will also covenant that it will not

          (1) declare or pay any dividends or distributions on, or redeem,
     purchase, acquire, or make a liquidation payment with respect to, any of
     Consumers' capital stock or

          (2) make any payment of principal, interest or premium, if any, on or
     repay or repurchase or redeem any debt securities (including guarantees of
     indebtedness for money borrowed) of Consumers that rank equal (in the case
     of subordinated debentures with or junior in the case of the senior and
     subordinated debentures) to the debt securities (other than (a) any
     dividend, redemption, liquidation, interest, principal or guarantee payment
     by Consumers where the payment is made by way of securities (including
     capital stock) that rank equal with or junior to the securities on which
     such dividend, redemption, interest, principal or guarantee payment is
     being made, (b) payments under the Consumers guarantees of the trust
     securities, (c) as a result of a reclassification of Consumers' capital
     stock or the exchange or conversion of one series or class of Consumers'
     capital stock for another series or class of Consumers' capital stock and
     (d) the purchase of fractional interests in shares of Consumers' capital
     stock pursuant to the conversion or exchange provisions of such capital
     stock or the security being converted or exchanged) if at such time (1)
     there shall have occurred any event of which Consumers has actual knowledge
     that (a) with the giving of notice or the lapse of time, or both, would
     constitute a event of default and (b) in respect of which Consumers shall
     not have taken reasonable steps to cure, (2) Consumers shall be in default
     with respect to its payment of any obligations under the guarantee or

          (3) Consumers shall have given notice of its selection of an extension
     period as provided in the indentures with respect to the debt securities
     and shall not have rescinded such notice, or such extension period, or any
     extension thereof, shall be continuing.

     Consumers also will covenant to:

          (1) maintain directly or indirectly 100% ownership of the common
     securities, provided that certain successors which are permitted pursuant
     to the indentures may succeed to Consumers' ownership of the common
     securities,

          (2) not voluntarily dissolve, wind-up or liquidate the trust, except:

           - in connection with a distribution of the debt securities to the
             holders of the trust preferred securities in liquidation of the
             trust, or

           - in connection with certain mergers, consolidations or amalgamations
             permitted by the amended and restated Declaration of Trust, and

          (3) use its reasonable efforts, consistent with the terms and
     provisions of the applicable amended and restated Declaration of Trust, to
     cause the trust to remain classified as a grantor trust and not as an
     association taxable as a corporation for United States federal income tax
     purposes.

Amendments and Assignment

     Except with respect to any changes which do not materially adversely affect
the rights of holders of the trust preferred securities (in which case no vote
will be required), the Consumers guarantees of the trust preferred securities
may not be amended without the prior approval of the holders of not less than a
majority in total liquidation amount of such outstanding trust preferred
securities. All guarantees and agreements contained in the guarantees shall bind
the successors, assigns, receivers, trustees and representatives of Consumers
and shall inure to the benefit of the holders of the trust preferred securities
then outstanding.

                                        24
<PAGE>   26

Termination of the Guarantees

     The Consumers guarantees of the trust preferred securities will terminate
and be of no further force and effect upon full payment of the redemption price
of the trust preferred securities, upon full payment of the amounts payable upon
liquidation of the trust or upon distribution of the debt securities to the
holders of the trust preferred securities in exchange for all of the trust
preferred securities. The guarantees will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of trust preferred
securities must restore payment of any sums paid under such trust preferred
securities or the guarantees.

Events of Default

     An event of default under a Consumers guarantee of the trust preferred
securities will occur upon the failure of Consumers to perform any of its
payment or other obligations thereunder. The holders of a majority in total
liquidation amount of the trust preferred securities have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to a guarantee trustee in respect of a guarantee or to direct the exercise of
any trust or power conferred upon a guarantee trustee under the guarantees.

     If a guarantee trustee fails to enforce a Consumers guarantee of the trust
preferred securities, any holder of the trust preferred securities may institute
a legal proceeding directly against Consumers to enforce its rights under such
guarantee without first instituting a legal proceeding against the trust, the
guarantee trustee or any other person or entity. In addition, any record holder
of trust preferred securities shall have the right, which is absolute and
unconditional, to proceed directly against Consumers to obtain guarantee
payments, without first waiting to determine if the guarantee trustee has
enforced a guarantee or instituting a legal proceeding against the trust, the
guarantee trustee or any other person or entity. Consumers has waived any right
or remedy to require that any action be brought just against the trust, or any
other person or entity before proceeding directly against Consumers.

Status of the Guarantees

     The Consumers guarantee of the trust preferred securities will constitute
unsecured obligations of Consumers and will rank:

          (1) equal to or subordinate and junior in right of payment to all
     other liabilities of Consumers, as applicable,

          (2) equal with the most senior preferred stock now or hereafter issued
     by Consumers and with any guarantee now or hereafter entered into by
     Consumers in respect of any preferred or preference stock of any affiliate
     of Consumers, and

          (3) senior to Consumers' common stock.

     The Consumers guarantee of the trust preferred securities will constitute a
guarantee of payment and not of collection (i.e., the guaranteed party may
institute a legal proceeding directly against the guarantor to enforce its
rights under the guarantee without first instituting a legal proceeding against
any other person or entity). The guarantees will be held for the benefit of the
holders of the trust preferred securities. The guarantees will not be discharged
except by payment of the guarantee payments in full to the extent not paid by
the trust or upon distribution of the debt securities to the holders of the
trust preferred securities. The guarantees do not place a limitation on the
amount of additional indebtedness that may be incurred by Consumers.

                                        25
<PAGE>   27

                              PLAN OF DISTRIBUTION

     Consumers and/or the trusts may sell the offered securities:

          (1) through the solicitation of proposals of underwriters or dealers
     to purchase the offered securities;

          (2) through underwriters or dealers on a negotiated basis;

          (3) directly to a limited number of purchasers or to a single
     purchaser; or

          (4) through agents.

     The prospectus supplement with respect to any offered securities will set
forth the terms of such offering, including the name or names of any
underwriters, dealers or agents; the purchase price of the offered securities
and the proceeds to Consumers and/or the trust from such sale; any underwriting
discounts and commissions and other items constituting underwriters'
compensation; any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers and any securities exchange on which
such offered securities may be listed. Any initial public offering price,
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.

     If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account and may be resold on one or
more occasions in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of
sale. The offered securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more firms acting as underwriters. The underwriter or
underwriters with respect to a particular underwritten offering offered
securities will be named in the prospectus supplement relating to such offering
and, if an underwriting syndicate is used, the managing underwriter or
underwriters will be set forth on the cover of such prospectus supplement.
Unless otherwise set forth in the prospectus supplement relating thereto, the
obligations of the underwriters to purchase the offered securities will be
subject to certain conditions precedent, and the underwriters will be obligated
to purchase all the offered securities if any are purchased.

     If dealers are utilized in the sale of offered securities, Consumers and/or
the trusts will sell such offered securities to the dealers as principals. The
dealers may then resell such offered securities to the public at varying prices
to be determined by such dealers at the time of resale. The names of the dealers
and the terms of the transaction will be set forth in the prospectus supplement
relating thereto.

     The offered securities may be sold directly by Consumers and/or the trusts
or through agents designated by Consumers and/or the trusts from time to time.
Any agent involved in the offer or sale of the offered securities in respect to
which this prospectus is delivered will be named, and any commissions payable by
Consumers and/or the trusts to such agent will be set forth, in the prospectus
supplement relating thereto. Unless otherwise indicated in the prospectus
supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.

     The offered securities may be sold directly by Consumers and/or the trusts
to institutional investors or others, who may be deemed to be underwriters
within the meaning of the Securities Act with respect to any resale thereof. The
terms of any such sales will be described in the prospectus supplement relating
thereto.

     Agents, dealers and underwriters may be entitled under agreements with
Consumers and/or the trusts to indemnification by Consumers and/or the trust
against certain civil liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments which such agents, dealers or
underwriters may be required to make in respect thereof. Agents, dealers and
underwriters may be customers of, engage in transactions with, or perform
services for Consumers and/or the trust in the ordinary course of business.

     The offered securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more firms ("remarketing firms"), acting as
                                        26
<PAGE>   28

principals for their own accounts or as agents for Consumers and/or the trusts.
Any remarketing firm will be identified and the terms of its agreement, if any,
with its compensation will be described in the applicable prospectus supplement.
Remarketing firms may be deemed to be underwriters, as such term is defined in
the Securities Act, in connection with the offered securities remarketed
thereby. Remarketing firms may be entitled under agreements which may be entered
into with Consumers and/or the trusts to indemnification or contribution by
Consumers and/or the trusts against certain civil liabilities, including
liabilities under the Securities Act, and may be customers of, engage in
transactions or perform services for Consumers and its subsidiaries in the
ordinary course of business.

     The offered securities may or may not be listed on a national securities
exchange. Reference is made to the prospectus supplement with regard to such
matter. No assurance can be given that there will be a market for any of the
offered securities.

                                 LEGAL OPINIONS

     Opinions as to the legality of certain of the offered securities will be
rendered for Consumers by Michael D. Van Hemert, Esq., Assistant General Counsel
for CMS Energy Corporation, the parent of Consumers. Certain matters of Delaware
law relating to the validity of the trust preferred securities will be passed
upon on behalf of the trusts by Skadden, Arps, Slate, Meagher & Flom LLP,
special Delaware counsel to the trusts. Certain United States federal income
taxation matters may be passed upon for Consumers and the trust by either
Theodore Vogel, tax counsel for Consumers, or by special tax counsel to
Consumers and of the trust, who will be named in the prospectus supplement.
Certain legal matters with respect to offered securities will be passed upon by
counsel for any underwriters, dealers or agents, each of whom will be named in
the related prospectus supplement.

                                    EXPERTS

     The consolidated financial statements and schedule of Consumers as of
December 31, 2000 and 1999 and for each of the three years in the period ended
December 31, 2000 incorporated by reference in this prospectus, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.

     With respect to the unaudited interim consolidated financial information
for the period ended March 31, 2001, Arthur Andersen LLP has applied limited
procedures in accordance with professional standards for a review of that
information. However, their separate reports thereon state that they did not
audit and they did not express an opinion on that interim consolidated financial
information.

     Accordingly, the degree of reliance on their reports on that information
should be restricted in light of the limited nature of the review procedures
applied. In addition, the accountants are not subject to the liability
provisions of Section 11 of the Securities Act, for their reports on the
unaudited interim consolidated financial information because these reports are
not "reports" or a part of the registration statement prepared or certified by
the accountants within the meaning of Sections 7 and 11 of the Securities Act.

     Future consolidated financial statements of Consumers and the reports
thereon of Arthur Andersen LLP also will be incorporated by reference in this
prospectus in reliance upon the authority of that firm as experts in giving
those reports to the extent that said firm has audited said consolidated
financial statements and consented to the use of their reports thereon.

                                        27
<PAGE>   29

                                    PART II.

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<CAPTION>
                                                               AMOUNT
                                                              --------
<S>                                                           <C>
Filing fee -- Securities and Exchange Commission............  $103,500
*Listing on New York Stock Exchange.........................    36,000
*Trustees expenses..........................................    15,000
*Printing and Engraving.....................................   200,000
*Services of counsel........................................    35,000
*Services of independent public accountants, Arthur Andersen
  LLP.......................................................    10,000
*Rating Agency Fees, Collateral Agent's and Purchase........    68,000
*Blue Sky fees and expenses.................................    10,000
*Miscellaneous..............................................    10,000
                                                              --------
          Total.............................................  $487,500
                                                              ========
</TABLE>

- ---------------
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The following resolution was adopted by the Board of Directors of Consumers
on May 6, 1987:

     RESOLVED: That effective March 1, 1987 the Company shall indemnify to the
full extent permitted by law every person (including the estate, heirs and legal
representatives of such person in the event of the decease, incompetency,
insolvency or bankruptcy of such person) who is or was a director, officer,
partner, trustee, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against all liability, costs, expenses, including attorneys' fees,
judgments, penalties, fines and amounts paid in settlement, incurred by or
imposed upon the person connection with or resulting from any claim or any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative, investigative or of whatever nature, arising from the
person's service or capacity as, or by reason of the fact that the person is or
was, a director, officer, partner, trustee, employee or agent of the Company or
is or was serving at the request of the Company as a director, officer, partner,
trustee, employee or agent of another corporation partnership, joint venture,
trust or other enterprise. Such right of indemnification shall not be deemed
exclusive of any other rights to which the person may be entitled under statute,
bylaw, agreement, vote of shareholders or otherwise.

     Article XIII, Section 1 of Consumers Bylaws provides:

     The Company may purchase and maintain liability insurance, to the full
extent permitted by law, on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity.

     Article V of Consumers Restated Articles of Incorporation reads:

     A director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of duty as a director except (i)
for a breach of the director's duty of loyalty to the Company or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for a violation of
Section 551(1) of the Michigan Business Corporation Act, and (iv) any
transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this Article V, and no modification to its provisions
by law, shall apply to, or have any effect

                                       II-1
<PAGE>   30

upon, the liability or alleged liability of any director of the Company for or
with respect to any acts or omissions of such director occurring prior to such
amendment, repeal or modification.

     Article VI of Consumers Restated Articles of Incorporation reads:

     Each director and each officer of the Company shall be indemnified by the
Company to the fullest extent permitted by law against expenses (including
attorneys' fees), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with the defense of
any proceeding in which he or she was or is a party or is threatened to be made
a party by reason of being or having been a director or an officer of the
Company. Such right of indemnification is not exclusive of any other rights to
which such director or officer may be entitled under any now or thereafter
existing statute, any other provision of these Articles, bylaw, agreement, vote
of shareholders or otherwise. If Business Corporation Act of the State of
Michigan is amended after approval by the shareholders of this Article VI to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the Business
Corporation Act of the State of Michigan, as so amended. Any repeal or
modification of this Article VI by the shareholders of the Company shall not
adversely affect any right or protection of a director of the Company existing
at the time of such repeal or modification.

     Sections 561 through 569 of the Michigan Business Corporation Act provides
Consumers with the power to indemnify directors, officers, employees and agents
against certain expenses and payments, and to purchase and maintain insurance on
behalf of directors, officers, employees and agents.

     Officers and directors are covered within specified monetary limits by
insurance against certain losses arising from claims made by reason of their
being directors or officers of Consumers or of Consumers' subsidiaries and
Consumers' officers and directors are indemnified against such losses by reason
of their being or having been directors or officers of another corporation,
partnership, joint venture, trust or other enterprise at Consumers' request. In
addition, Consumers has indemnified each of its present directors by contracts
that contain affirmative provisions essentially similar to those in Sections 561
through 569 of the Michigan Business Corporation Act cited above.

     Officers and directors and Regular Trustees of the trust are covered within
specified monetary limits by insurance against certain losses arising from
claims made by reason of their being directors or officers of Consumers or of
Consumers' subsidiaries and Consumers' officers and directors are indemnified
against such losses by reason of their being or having been directors or
officers of another corporation, partnership, joint venture, trust or other
enterprise at Consumers' request. In addition, Consumers has indemnified each of
its present directors by contracts that contain affirmative provisions
essentially similar to those in sections 561 through 569 of the Michigan
Business Corporation Act cited above.

     The amended and restated Declaration of Trust provides that to the fullest
extent permitted by applicable law, Consumers shall indemnify and hold harmless
each of the Trustees, any Affiliate of the Trustees, any officer, director,
shareholder, employee, representative or agent of any Trustee and any employee
or agent of the trust or its Affiliates (each a "Indemnified Person"), from and
against any loss, damage, liability, tax, penalty, expense or claim of any kind
or nature whatsoever incurred by such Indemnified Person by reason the creation,
operation or termination of the trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by the amended and restated
Declaration of Trust, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified
Person by reason of negligence or willful misconduct with respect to such acts
or omissions.

                                       II-2
<PAGE>   31

     Exhibits listed above which have been filed with the Securities and
Exchange Commission are incorporated herein by reference with the same effect as
if filed with this Registration Statement.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                   DESCRIPTION
- --------                                -----------
<C>        <S>  <C>
 *(1)(a)   --   Form of Underwriting Agreement with respect to the trust
                preferred securities. (Designated in Consumers' Registration
                Statement on Form S-3, dated October 20, 1999, File No.
                333-89363, as Exhibit (1)(a).)
  (1)(b)   --   Form of Underwriting Agreement with respect to the offered
                securities (other than the trust preferred securities).
 *(4)(a)   --   Restated Articles of Incorporation of Consumers. (Designated
                in Consumers' Form 10-K for the year ended December 31,
                2000, File No. 1-5611, as Exhibit (3)(c).)
 *(4)(b)   --   By-Laws of Consumers (Designated in Consumers' Form 10-K,
                for the year ended December 31, 1999, File No. 1-5611, as
                Exhibit (3)(d).)
 *(4)(c)   --   Indenture dated as of January 1, 1996 between Consumers
                Energy Company and The Bank of New York, as Trustee.
                (Designated in Consumers' Form 10-K for the year ended
                December 31, 1995, File No. 1-5611, as Exhibit (4)(b).)
           --   Indentures Supplemental thereto:
   *       --   First Supplemental Indenture dated as of January 18, 1996
                between Consumers Energy Company and The Bank of New York,
                as Trustee. (Designated in Consumers' Form 10-K for the year
                ended December 31, 1995, File No. 1-5611, as Exhibit
                (4)(b).)
   *       --   Second Supplemental Indenture dated as of September 4, 1997
                between Consumers Energy Company and The Bank of New York,
                as Trustee. (Designated in Consumers' Form 10-Q for the
                quarter ended September 30, 1997, File No. 1-5611, as
                Exhibit (4)(a).)
   *       --   Third Supplemental Indenture dated as of November 4, 1999
                between Consumers Energy Company and The Bank of New York,
                as Trustee. (Designated in Consumers' Form 10-Q for the
                quarter ended September 30, 1999, File No. 1-5611, as
                Exhibit (4)(a).)
           --   Fourth Supplemental Indenture dated as of May 31, 2001
                between Consumers Energy Company and The Bank of New York,
                as Trustee.
 *(4)(d)   --   Indenture dated as of February 1, 1998 between Consumers
                Energy Company and The Chase Manhattan Bank, as Trustee.
                (Designated in Consumers' Form 10-K for the year ended
                December 31, 1997, File No. 1-5611, as Exhibit (4)(c).)
           --   Indentures Supplemental thereto:
   *       --   First Supplemental Indenture dated as of May 1, 1998 between
                Consumers Energy Company and The Chase Manhattan Bank, as
                Trustee. (Designated in Consumers' Form 10-Q for the quarter
                ended March 31, 1998, File No. 1-5611, as Exhibit (4)(a).)
   *       --   Second Supplemental Indenture dated as of June 15, 1998
                between Consumers Energy Company and The Chase Manhattan
                Bank, as Trustee. (Designated in Consumers Energy Company's
                Bank, as Trustee. (Designated in Consumers Energy Company's
                Registration Statement on Form S-4 dated July 13, 1998, File
                No. 333-58943, as Exhibit (4)(b).)
   *       --   Third Supplemental Indenture dated as of October 29, 1998
                between Consumers Energy Company and The Chase Manhattan
                Bank, as Trustee. (Designated in Consumers' Form 10-Q for
                the quarter ended September 30, 1998, File No. 1-5611, as
                Exhibit (4)(a).)
</TABLE>

                                       II-3
<PAGE>   32

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                   DESCRIPTION
- --------                                -----------
<C>        <S>  <C>
 *(4)(e)   --   Indenture dated as of September 1, 1945, between Consumers
                Energy Company and Chemical Bank (successor to Manufacturers
                Hanover Trust Company, as Trustee, including therein
                indentures supplemental thereto through the Forty-third
                supplemental Indenture dated as of May 1, 1979. (Designated
                In Consumers Energy Company's Registration Statement No.
                2-65973, as Exhibit (b)(1)-(4).)
           --   Indentures Supplemental thereto:
   *       --   Sixty-Eighth Supplement Indenture dated as June 15, 1993
                between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Consumers File No. 33-41126, as
                Exhibit (4)(a).)
   *       --   Sixty-Ninth Supplement Indenture dated as of September 15,
                1993 between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Consumers Form 8-K dated September
                21, 1993, File No. 1-5611, as Exhibit (4).)
   *       --   Seventieth Supplemental Indenture dated as of February 1,
                1998 between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-K for year ended December
                31, 1997, File No. 1-5611, as Exhibit (4).)
   *       --   Seventy First Supplement Indenture dated as of March 1, 1998
                between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-K for year ended December
                31, 1997, File No. 1-5611, as Exhibit (4).)
   *       --   Seventy-Second Supplement Indenture dated as of May 1, 1998
                between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-Q for quarter ended March
                31, 1998, File No. 1-5611, as Exhibit (4)(b).)
   *       --   Seventy-Third Supplement Indenture dated as of June 15, 1998
                between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form S-4 dated July 13, 1998, File
                No. 333-58943, as Exhibit (4)(d).)
   *       --   Seventy-Fourth Supplement Indenture dated as of October 29,
                1998 between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-Q for quarter ended
                September 30, 1998, File No. 1-5611, as Exhibit (4)(b).)
   *       --   Seventy-Fifth Supplement Indenture dated as of October 1,
                1999 between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-K for year ended December
                31, 1999, File No. 1-5611, as Exhibit (4)(b).)
   *       --   Seventy-Seventh Supplement Indenture dated as of October 1,
                1999 between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-K for year ended December
                31, 1999, File No. 1-5611, as Exhibit (4)(d).)
   *       --   Seventy-Eighth Supplement Indenture dated as of March 15,
                2000 between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-K for year ended December
                31, 2000, File No. 1-5611, as Exhibit (4)(b).)
</TABLE>

                                       II-4
<PAGE>   33

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                   DESCRIPTION
- --------                                -----------
<C>        <S>  <C>
 *(4)(f)   --   Instruments defining the rights of security holders,
                including indentures. Consumers Energy Company hereby agrees
                to furnish to the SEC upon request a copy of any Instrument
                covering securities the amount of which does not exceed 10%
                of the total assets of Consumers Energy Company and its
                subsidiaries on a consolidated basis. (Designated in
                Consumers' Registration Statement on Form S-3, dated October
                20, 1999, File No. 333-89363, as Exhibit (4)(f).)
  (4)(g)   --   Certificate of Trust of Consumers Energy Company Financing V
  (4)(h)   --   Certificate of Trust of Consumers Energy Company Financing
                VI
 *(4)(i)   --   Form of Amended and Restated Declaration of Trust
                (Designated in Consumers' Registration Statement on Form
                S-3, dated October 20, 1999, File No. 333-89363, as Exhibit
                (4)(i).)
 *(4)(j)   --   Form of Supplemental Indenture to be used with the
                Subordinated Debentures issued in connection with the
                Preferred Securities (Designated in Consumers' Registration
                Statement on Form S-3, dated October 20, 1999, File No.
                333-89363, as Exhibit (4)(j).)
 *(4)(k)   --   Form of Subordinated Debenture (included in (4)(j))
 *(4)(l)   --   Form of Trust Preferred Security (included in (4)(i))
 *(4)(m)   --   Form of Preferred Securities Guarantee Agreement (Designated
                in Consumers' Registration Statement on Form S-3, dated
                October 20, 1999, File No. 333-89363, as Exhibit (4)(m).)
 *(4)(n)   --   Form of Common Securities Guarantee Agreement (Designated in
                Consumers' Registration Statement on Form S-3, dated October
                20, 1999, File No. 333-89363, as Exhibit (4)(n).)
 *(4)(o)   --   Form of Senior Debenture (included in (4)(d)).
  (5)(a)   --   Opinion of Michael D. VanHemert, Assistant General Counsel
                for CMS Energy
  (5)(b)   --   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
                regarding the legality of the trust preferred securities of
                Consumers Energy Company Financing V
  (5)(c)   --   Opinion of regarding the Skadden, Arps, Slate, Meagher &
                Flom LLP legality of the trust preferred securities of
                Consumers Energy Company Financing VI (included in Exhibit
                (5)(b)
 (12)      --   Statement regarding computation of ratios of earnings to
                fixed charges and ratios of earnings to fixed charges and
                preferred stock dividends
 (15)      --   Letter re unaudited interim financial information
 (23)(a)   --   Consent of Michael D. VanHemert, Assistant General Counsel
                for CMS Energy (included in Exhibit (5)(a) above)
 (23)(b)   --   Consent of Skadden, Arps, Slate, Meagher & Flom LLP(included
                in Exhibit (5)(b) and (5)(c) above)
 (23)(c)   --   Consent of Arthur Andersen, LLP
 (24)      --   Powers of Attorney
 (25)(a)   --   Statement of Eligibility and Qualification of The Chase
                Manhattan Bank (Senior Note Trustee of Consumers Energy
                Company)
 (25)(b)   --   Statement of Eligibility and Qualification of the Bank of
                New York (Subordinated Notes Trustee of Consumers Energy
                Company)
 (25)(c)   --   Statement of Eligibility of Property Trustee of Consumers
                Energy Company Financing V
 (25)(d)   --   Statement of Eligibility of Property Trustee of Consumers
                Energy Company Financing VI
</TABLE>

                                       II-5
<PAGE>   34

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                   DESCRIPTION
- --------                                -----------
<C>        <S>  <C>
 (25)(e)   --   Statement of Eligibility of Preferred Guarantee Trustee of
                Consumers Energy Company Financing V
 (25)(f)   --   Statement of Eligibility of the Preferred Guarantee Trustee
                of Consumers Energy Financing VI
</TABLE>

- ---------------

 *  Previously filed

ITEM 17. UNDERTAKINGS.

     The undersigned registrants hereby undertake:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the total, represent a fundamental change in
the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the total, the changes in volume and price
represent no more than a 20% change in the maximum total offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that as
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate

                                       II-6
<PAGE>   35

jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and be governed by the final adjudication of such
issue.

     (6) That (1) for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective; and (2) for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       II-7
<PAGE>   36

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Form S-3
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jackson, and State of Michigan, on the 7th day
of June, 2001.

                                          Consumers Energy Company

                                          By: /s/ ALAN M. WRIGHT
                                            ------------------------------------
                                                       Alan M. Wright
                                                 Executive Vice President,
                                                Chief Financial Officer and
                                                Chief Administrative Officer

     Pursuant to the requirements of the Securities Act of 1933, this Form S-3
Registration Statement has been signed below by the following persons in the
capacities and on the 7th day of June, 2001.

<TABLE>
<CAPTION>
                   NAME                                      TITLE
                   ----                                      -----
<C>                                                          <S>
(i) Principal executive officer:

      /s/ WILLIAM T. MCCORMICK, JR.                          Chairman of the Board and President
- ------------------------------------------
        William T. McCormick, Jr.

(ii) Principal financial officer:

            /s/ ALAN M. WRIGHT                               Executive Vice President,
- ------------------------------------------                     Chief Financial Officer and
              Alan M. Wright                                   Chief Administrative Officer

(iii) Controller or principal accounting officer:

             /s/ DENNIS DAPRA                                Senior Vice President, Accounting and
- ------------------------------------------                     Regulatory Affairs
               Dennis DaPra

                    *                                        Director
- ------------------------------------------
        William T. McCormick, Jr.

                    *                                        Director
- ------------------------------------------
             (John M. Deutch)

                    *                                        Director
- ------------------------------------------
          (James J. Duderstadt)

                    *                                        Director
- ------------------------------------------
          (Kathleen R. Flaherty)

                    *                                        Director
- ------------------------------------------
             (Earl D. Holton)

                                                             Director
- ------------------------------------------
           (William U. Parfet)

                    *                                        Director
- ------------------------------------------
            (Percy A. Pierre)
</TABLE>

                                       II-8
<PAGE>   37

<TABLE>
<CAPTION>
                   NAME                                      TITLE
                   ----                                      -----
<C>                                                          <S>

                    *                                        Director
- ------------------------------------------
             (Kenneth L. Way)

                    *                                        Director
- ------------------------------------------
            (Kenneth Whipple)

                    *                                        Director
- ------------------------------------------
            (John B. Yasinsky)

By: /s/ ALAN M. WRIGHT
- -----------------------------------------
    Alan M. Wright
    Attorney in-fact
</TABLE>

                                       II-9
<PAGE>   38

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Consumers
Energy Company Financing V certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has duly caused
this Form S-3 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jackson, State of
Michigan, on the 7th day of June, 2001.

                                        CONSUMERS ENERGY COMPANY FINANCING V

                                        By: /s/ ALAN M. WRIGHT
                                           -------------------------------------
                                            Alan M. Wright, Trustee

                                        By: /s/ THOMAS A. MCNISH
                                           -------------------------------------
                                            Thomas A. McNish, Trustee

                                      II-10
<PAGE>   39

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Consumers
Energy Company Financing VI certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has duly caused
this Form S-3 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jackson, State of
Michigan, on the 7th day of June, 2001.

                                        CONSUMERS ENERGY COMPANY FINANCING VI

                                        By: /s/ ALAN M. WRIGHT
                                           -------------------------------------
                                            Alan M. Wright, Trustee

                                        By: /s/ THOMAS A. MCNISH
                                           -------------------------------------
                                            Thomas A. McNish, Trustee

                                      II-11
<PAGE>   40

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                   DESCRIPTION
- --------                                -----------
<C>        <S>  <C>
 *(1)(a)   --   Form of Underwriting Agreement with respect to the trust
                preferred securities. (Designated in Consumers' Registration
                Statement on Form S-3, dated October 20, 1999, File No.
                333-89363, as Exhibit (1)(a).)
  (1)(b)   --   Form of Underwriting Agreement with respect to the offered
                securities (other than the trust preferred securities).
 *(4)(a)   --   Restated Articles of Incorporation of Consumers. (Designated
                in Consumers' Form 10-K for the year ended December 31,
                2000, File No. 1-5611, as Exhibit (3)(c).)
 *(4)(b)   --   By-Laws of Consumers (Designated in Consumers' Form 10-K,
                for the year ended December 31, 1999, File No. 1-5611, as
                Exhibit (3)(d).)
 *(4)(c)   --   Indenture dated as of January 1, 1996 between Consumers
                Energy Company and The Bank of New York, as Trustee.
                (Designated in Consumers' Form 10-K for the year ended
                December 31, 1995, File No. 1-5611, as Exhibit (4)(b).)
           --   Indentures Supplemental thereto:
   *       --   First Supplemental Indenture dated as of January 18, 1996
                between Consumers Energy Company and The Bank of New York,
                as Trustee. (Designated in Consumers' Form 10-K for the year
                ended December 31, 1995, File No. 1-5611, as Exhibit
                (4)(b).)
   *       --   Second Supplemental Indenture dated as of September 4, 1997
                between Consumers Energy Company and The Bank of New York,
                as Trustee. (Designated in Consumers' Form 10-Q for the
                quarter ended September 30, 1997, File No. 1-5611, as
                Exhibit (4)(a).)
   *       --   Third Supplemental Indenture dated as of November 4, 1999
                between Consumers Energy Company and The Bank of New York,
                as Trustee. (Designated in Consumers' Form 10-Q for the
                quarter ended September 30, 1999, File No. 1-5611, as
                Exhibit (4)(a).)
           --   Fourth Supplemental Indenture dated as of May 31, 2001
                between Consumers Energy Company and The Bank of New York,
                as Trustee.
 *(4)(d)   --   Indenture dated as of February 1, 1998 between Consumers
                Energy Company and The Chase Manhattan Bank, as Trustee.
                (Designated in Consumers' Form 10-K for the year ended
                December 31, 1997, File No. 1-5611, as Exhibit (4)(c).)
           --   Indentures Supplemental thereto:
   *       --   First Supplemental Indenture dated as of May 1, 1998 between
                Consumers Energy Company and The Chase Manhattan Bank, as
                Trustee. (Designated in Consumers' Form 10-Q for the quarter
                ended March 31, 1998, File No. 1-5611, as Exhibit (4)(a).)
   *       --   Second Supplemental Indenture dated as of June 15, 1998
                between Consumers Energy Company and The Chase Manhattan
                Bank, as Trustee. (Designated in Consumers Energy Company's
                Bank, as Trustee. (Designated in Consumers Energy Company's
                Registration Statement on Form S-4 dated July 13, 1998, File
                No. 333-58943, as Exhibit (4)(b).)
   *       --   Third Supplemental Indenture dated as of October 29, 1998
                between Consumers Energy Company and The Chase Manhattan
                Bank, as Trustee. (Designated in Consumers' Form 10-Q for
                the quarter ended September 30, 1998, File No. 1-5611, as
                Exhibit (4)(a).)
 *(4)(e)   --   Indenture dated as of September 1, 1945, between Consumers
                Energy Company and Chemical Bank (successor to Manufacturers
                Hanover Trust Company, as Trustee, including therein
                indentures supplemental thereto through the Forty-third
                supplemental Indenture dated as of May 1, 1979. (Designated
                In Consumers Energy Company's Registration Statement No.
                2-65973, as Exhibit (b)(1)-(4).)
</TABLE>
<PAGE>   41

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                   DESCRIPTION
- --------                                -----------
<C>        <S>  <C>
           --   Indentures Supplemental thereto:
   *       --   Sixty-Eighth Supplement Indenture dated as June 15, 1993
                between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Consumers File No. 33-41126, as
                Exhibit (4)(a).)
   *       --   Sixty-Ninth Supplement Indenture dated as of September 15,
                1993 between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Consumers Form 8-K dated September
                21, 1993, File No. 1-5611, as Exhibit (4).)
   *       --   Seventieth Supplemental Indenture dated as of February 1,
                1998 between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-K for year ended December
                31, 1997, File No. 1-5611, as Exhibit (4).)
   *       --   Seventy First Supplement Indenture dated as of March 1, 1998
                between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-K for year ended December
                31, 1997, File No. 1-5611, as Exhibit (4).)
   *       --   Seventy-Second Supplement Indenture dated as of May 1, 1998
                between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-Q for quarter ended March
                31, 1998, File No. 1-5611, as Exhibit (4)(b).)
   *       --   Seventy-Third Supplement Indenture dated as of June 15, 1998
                between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form S-4 dated July 13, 1998, File
                No. 333-58943, as Exhibit (4)(d).)
   *       --   Seventy-Fourth Supplement Indenture dated as of October 29,
                1998 between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-Q for quarter ended
                September 30, 1998, File No. 1-5611, as Exhibit (4)(b).)
   *       --   Seventy-Fifth Supplement Indenture dated as of October 1,
                1999 between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-K for year ended December
                31, 1999, File No. 1-5611, as Exhibit (4)(b).)
   *       --   Seventy-Seventh Supplement Indenture dated as of October 1,
                1999 between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-K for year ended December
                31, 1999, File No. 1-5611, as Exhibit (4)(d).)
   *       --   Seventy-Eighth Supplement Indenture dated as of March 15,
                2000 between Consumers Energy Company and Chemical Bank
                (successor to Manufacturers Hanover Trust Company, as
                Trustee. (Designated in Form 10-K for year ended December
                31, 2000, File No. 1-5611, as Exhibit (4)(b).)
 *(4)(f)   --   Instruments defining the rights of security holders,
                including indentures. Consumers Energy Company hereby agrees
                to furnish to the SEC upon request a copy of any Instrument
                covering securities the amount of which does not exceed 10%
                of the total assets of Consumers Energy Company and its
                subsidiaries on a consolidated basis. (Designated in
                Consumers' Registration Statement on Form S-3, dated October
                20, 1999, File No. 333-89363, as Exhibit (4)(f).)
  (4)(g)   --   Certificate of Trust of Consumers Energy Company Financing V
</TABLE>
<PAGE>   42

<TABLE>
<CAPTION>
<C>         <S>  <C>
   (4)(h)   --   Certificate of Trust of Consumers Energy Company Financing
                 VI
  *(4)(i)   --   Form of Amended and Restated Declaration of Trust
                 (Designated in Consumers' Registration Statement on Form
                 S-3, dated October 20, 1999, File No. 333-89363, as Exhibit
                 (4)(i).)
  *(4)(j)   --   Form of Supplemental Indenture to be used with the
                 Subordinated Debentures issued in connection with the
                 Preferred Securities (Designated in Consumers' Registration
                 Statement on Form S-3, dated October 20, 1999, File No.
                 333-89363, as Exhibit (4)(j).)
  *(4)(k)   --   Form of Subordinated Debenture (included in (4)(j))
  *(4)(l)   --   Form of Trust Preferred Security (included in (4)(i))
  *(4)(m)   --   Form of Preferred Securities Guarantee Agreement (Designated
                 in Consumers' Registration Statement on Form S-3, dated
                 October 20, 1999, File No. 333-89363, as Exhibit (4)(m).)
  *(4)(n)   --   Form of Common Securities Guarantee Agreement (Designated in
                 Consumers' Registration Statement on Form S-3, dated October
                 20, 1999, File No. 333-89363, as Exhibit (4)(n).)
  *(4)(o)   --   Form of Senior Debenture (included in (4)(d)).
   (5)(a)   --   Opinion of Michael D. VanHemert, Assistant General Counsel
                 for CMS Energy
   (5)(b)   --   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
                 regarding the legality of the trust preferred securities of
                 Consumers Energy Company Financing V
   (5)(c)   --   Opinion of regarding the Skadden, Arps, Slate, Meagher &
                 Flom LLP legality of the trust preferred securities of
                 Consumers Energy Company Financing VI (included in Exhibit
                 (5)(b)
  (12)      --   Statement regarding computation of ratios of earnings to
                 fixed charges and ratios of earnings to fixed charges and
                 preferred stock dividends
  (15)      --   Letter re unaudited interim financial information
  (23)(a)   --   Consent of Michael D. VanHemert, Assistant General Counsel
                 for CMS Energy (included in Exhibit (5)(a) above)
  (23)(b)   --   Consent of Skadden, Arps, Slate, Meagher & Flom LLP(included
                 in Exhibit (5)(b) and (5)(c) above)
  (23)(c)   --   Consent of Arthur Andersen, LLP
  (24)      --   Powers of Attorney
  (25)(a)   --   Statement of Eligibility and Qualification of The Chase
                 Manhattan Bank (Senior Note Trustee of Consumers Energy
                 Company)
  (25)(b)   --   Statement of Eligibility and Qualification of the Bank of
                 New York (Subordinated Notes Trustee of Consumers Energy
                 Company)
  (25)(c)   --   Statement of Eligibility of Property Trustee of Consumers
                 Energy Company Financing V
  (25)(d)   --   Statement of Eligibility of Property Trustee of Consumers
                 Energy Company Financing VI
  (25)(e)   --   Statement of Eligibility of Preferred Guarantee Trustee of
                 Consumers Energy Company Financing V
  (25)(f)   --   Statement of Eligibility of the Preferred Guarantee Trustee
                 of Consumers Energy Financing VI
</TABLE>

- ---------------

 *  Previously filed
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.(B)
<SEQUENCE>2
<FILENAME>k61427ex1-b.txt
<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 1(b)
                               $________________



                            CONSUMERS ENERGY COMPANY



                      $________ Senior Notes Due ________

                             Underwriting Agreement



                                                                          [Date]



To the Representatives named
in Schedule I hereto of the
Underwriters named in
Schedule II hereto

 Ladies and Gentlemen:

         Consumers Energy Company, a Michigan corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the several Underwriters (as defined in Section 14 hereof) certain debt
securities, to be in the aggregate principal amount, to mature in the year and
to have the interest rate specified in Schedule III hereto (the "Securities"),
and hereby confirms its agreement with the Underwriters as set forth herein. The
Securities shall be issued pursuant to the Indenture dated as of February 1,
1998, between the Company and The Chase Manhattan Bank, as Trustee (the
"Trustee"), as amended and supplemented and to be supplemented by various
supplemental indentures. The Underwriters have designated the Representatives to
execute this Agreement on their behalf and to act for them in the manner
provided in this Agreement.

<PAGE>   2

        The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission"), in accordance with the provisions of the
Securities Act of 1933, as amended (the "Act"), a registration statement on Form
S-3, as amended (Registration No.                                         ),
including a prospectus relating to the Securities and such registration
statement has become effective under the Act. The registration statement, as
amended, at the time such registration statement became effective and as it may
have been thereafter amended to the date of this Agreement (including the
documents then incorporated by reference therein) is hereinafter referred to as
the "Registration Statement." The prospectus forming a part of the Registration
Statement at the time the Registration Statement became effective (including the
documents then incorporated by reference therein) is hereinafter referred to as
the "Basic Prospectus," provided that in the event that the Basic Prospectus
shall have been amended, revised or supplemented prior to the date of this
Agreement, or if the Company shall have supplemented the Basic Prospectus by
filing any documents pursuant to Section 13 or 14 or 15 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the time the
Registration Statement became effective and prior to the date of this Agreement,
which documents are deemed to be incorporated in the Basic Prospectus, the term
"Basic Prospectus" shall also mean such prospectus as so amended, revised or
supplemented. The Basic Prospectus, as it shall be revised or supplemented to
reflect the final terms of the offering and sale of the Securities by a
prospectus supplement relating to the Securities, and in the form to be filed
with, or transmitted for filing to, the Commission pursuant to Rule 424 under
the Act, is hereinafter referred to as the "Prospectus." Any reference herein to
the terms "amend," "amendment" or "supplement" with respect to the Registration
Statement or the Prospectus shall be deemed to include only amendments or
supplements to the Registration Statement or Prospectus, as the case may be, and
documents incorporated by reference therein after the date of this Agreement and
prior to the termination of the offering of the Securities by the Underwriters.

         Each of the Securities will be secured by First Mortgage Bonds ("First
Mortgage Bonds"), in the same aggregate principal amount, having the same stated
interest rate, maturity date and other terms as the Securities they secure, as
described in the Prospectus (as defined below). The First Mortgage Bonds are to
be issued by the Company under its Indenture, dated as of September 1, 1945,
between the Company and The Chase Manhattan Bank, as trustee (in such capacity,
the "Mortgage Trustee"), as amended and supplemented and to be supplemented by
various supplemental indentures (such Indenture, as so amended and supplemented
and to be supplemented, the "Mortgage").

     1. Purchase and Sale: Upon the basis of the representations and warranties
and on the terms and subject to the conditions herein set forth, the Company
agrees to sell


                                        2
<PAGE>   3

to the respective Underwriters, severally and not jointly, and the respective
Underwriters, severally and not jointly, agree to purchase from the Company, at
the purchase price specified in Schedule III hereto, the respective principal
amounts of Securities set opposite their names in Schedule II hereto.

         The Company is advised by the Representatives that the Underwriters
propose to make a public offering of their respective portions of the Securities
as soon as practicable, in their judgment, after this Agreement has become
effective.

     2. Payment and Delivery: Payment for the Securities shall be made to the
Company or its order in Federal or other immediately available funds in New York
City (or such other place or places of payment as shall be agreed upon by the
Company and the Representatives in writing), upon the delivery of the Securities
at the offices of Skadden, Arps, Slate, Meagher and Flom, LLP ("Skadden, Arps"),
at Four Times Square, New York, New York 10036 (or such other place or places of
delivery as shall be agreed upon by the Company and the Representatives) to the
Representatives for the respective accounts of the Underwriters against receipt
therefor signed by the Representatives on behalf of themselves and as agent for
the other Underwriters. Such payment and delivery shall be made at 10:00 A.M.,
New York time on                 (or on such later business day as shall be
agreed upon by the Company and the Representatives in writing), unless postponed
in accordance with the provisions of Section 10 hereof. The day and time at
which payment and delivery for the Securities are to be made is herein called
the "Time of Purchase."

         Delivery of the Securities shall be made in definitive, fully
registered form in authorized denominations registered in such names as the
Representatives may request in writing to the Company not later than two full
business days prior to the Time of Purchase, or if no such request is received,
in the names of the respective Underwriters for the respective principal amounts
of Securities set forth opposite the name of each Underwriter in Schedule II, in
denominations selected by the Company.

         The Company agrees to make the Securities available for inspection by
the Underwriters at the offices of Skadden, Arps, at least 24 hours prior to the
Time of Purchase, in definitive, fully registered form, and as requested
pursuant to the preceding paragraph.

     3. Conditions of Underwriters' Obligations: The several obligations of the
Underwriters hereunder are subject to the accuracy of the warranties and
representations on the part of the Company and to the following other conditions
precedent:


                                        3
<PAGE>   4

         (a)  That all legal proceedings to be taken in connection with the
              issue and sale of the Securities shall be reasonably satisfactory
              in form and substance to Skadden, Arps, counsel to the
              Underwriters.

         (b)  That, at the Time of Purchase, the Representatives shall be
              furnished with the following opinions, dated the day of the Time
              of Purchase:

                    (i)  Opinion of Michael D. VanHemert, Esq., counsel to the
                         Company, substantially in a form satisfactory to the
                         Representatives; and

                    (ii) Opinion of Skadden, Arps, counsel to the Underwriters,
                         substantially in a form satisfactory to the
                         Representatives.

         (c)  That on the date hereof and on the date of the Time of Purchase
              the Representatives shall have received a letter from Arthur
              Andersen LLP ("Arthur Andersen") in form and substance
              satisfactory to the Representatives, dated as of such date, (i)
              confirming that they are independent public accountants within the
              meaning of the Act and the applicable published rules and
              regulations of the Commission thereunder, (ii) stating that in
              their opinion the financial statements examined by them and
              included or incorporated by reference in the Registration
              Statement complied as to form in all material respects with the
              applicable accounting requirements of the Commission, including
              applicable published rules and regulations of the Commission, and
              (iii) covering, as of a date not more than five business days
              prior to the date of such letter, such other matters as the
              Representatives reasonably request.

         (d)  That, between the date of the execution of this Agreement and the
              Time of Purchase, no material and adverse change shall have
              occurred in the business, properties or financial condition of the
              Company which, in the judgment of the


                                        4
<PAGE>   5

              Representatives, after reasonable inquiries on the part of the
              Representatives, impairs the marketability of the Securities
              (other than changes referred to in or contemplated by the
              Registration Statement or Prospectus).

         (e)  That, prior to the Time of Purchase, no stop order suspending the
              effectiveness of the Registration Statement shall have been issued
              under the Act by the Commission or proceedings therefor initiated
              or threatened.

         (f)  That, at the Time of Purchase, the Company shall have delivered to
              the Representatives a certificate of an executive officer of the
              Company to the effect that, to the best of his knowledge,
              information and belief there shall have been no material adverse
              change in the business, properties or financial condition of the
              Company from that set forth in the Registration Statement or
              Prospectus (other than changes referred to in or contemplated by
              the Registration Statement or Prospectus).

         (g)  That the Company shall have performed such of its obligations
              under this Agreement as are to be performed at or before the Time
              of Purchase by the terms hereof.

         (h)  That any additional documents or agreements reasonably requested
              by the Representatives or their counsel to permit the Underwriters
              to perform their obligations or permit their counsel to deliver
              opinions hereunder shall have been provided to them.

         (i)  That between the date of the execution of this Agreement and the
              day of the Time of Purchase there has been no downgrading of the
              investment ratings of any of the Company's securities by Standard
              & Poor's Ratings Services, a division of The McGraw-Hill
              Companies, Inc., Moody's Investors Service, Inc. or Fitch, Inc.,
              and the Company shall not have been placed on "credit watch" or
              "credit review" with negative implications by any of such
              statistical rating organizations if any of such occurrences shall,
              in


                                        5
<PAGE>   6

              the reasonable judgment of the Representatives, after reasonable
              inquiries on the part of the Representatives, impair the
              marketability of the Securities.

         (j)  That any filing of the Prospectus and any supplements thereto
              required pursuant to Rule 424 under the Act have been made in
              compliance with Rule 424 in the time periods provided by Rule 424.

     4. Conditions of the Company's Obligations: The obligations of the Company
hereunder are subject to the satisfaction of the condition set forth in Section
3(e).

     5. Certain Covenants of the Company: In further consideration of the
agreements of the Underwriters herein contained, the Company covenants as
follows:

         (a)  To use its best efforts to cause any post-effective amendments to
              the Registration Statement to become effective as promptly as
              possible. During the time when a Prospectus is required to be
              delivered under the Act, the Company will comply so far as it is
              able with all requirements imposed upon it by the Act and the
              rules and regulations of the Commission to the extent necessary to
              permit the continuance of sales of or dealings in the Securities
              in accordance with the provisions hereof and of the Prospectus.

         (b)  To deliver to each of the Representatives a conformed copy of the
              Registration Statement and any amendments thereto (including all
              exhibits thereto) and full and complete sets of all comments of
              the Commission or its staff and all responses thereto with respect
              to the Registration Statement and any amendments thereto, and to
              furnish to the Representatives, for each of the Underwriters,
              conformed copies of the Registration Statement and any amendments
              thereto, without exhibits.

         (c)  As soon as the Company is advised thereof, the Company will advise
              the Representatives and confirm the advice in writing of: (i) the
              effectiveness of any amendment to the Registration Statement, (ii)
              any request made by the


                                        6
<PAGE>   7

              Commission for amendments to the Registration Statement or
              Prospectus or for additional information with respect thereto,
              (iii) the suspension of qualification of the Securities for sale
              under Blue Sky or state securities laws, and (iv) the entry of a
              stop order suspending the effectiveness of the Registration
              Statement or of the initiation or threat or any proceedings for
              that purpose and, if such a stop order should be entered by the
              Commission, to make every reasonable effort to obtain the lifting
              or removal thereof.

         (d)  To deliver to the Underwriters, without charge, as soon as
              practicable, and from time to time during such period of time (not
              exceeding nine months) after the date of the Prospectus as they
              are required by law to deliver a prospectus, as many copies of the
              Prospectus (as supplemented or amended if the Company shall have
              made any supplements or amendments thereto) as the Representatives
              may reasonably request; and in case any Underwriter is required to
              deliver a prospectus after the expiration of nine months after the
              date of the Prospectus, to furnish to the Representatives, upon
              request, at the expense of such Underwriter, a reasonable quantity
              of a supplemental prospectus or of supplements to the Prospectus
              complying with Section 10(a)(3) of the Act.

         (e)  For such period of time (not exceeding nine months) after the date
              of the Prospectus as the Underwriters are required by law to
              deliver a prospectus in respect of the Securities, if any event
              shall have occurred as a result of which it is necessary to amend
              or supplement the Prospectus in order to make the statements
              therein, in light of the circumstances when the Prospectus is
              delivered to a purchaser, not misleading, or if it becomes
              necessary to amend or supplement the Prospectus to comply with
              law, to forthwith prepare and file with the Commission an
              appropriate amendment or supplement to the Prospectus and deliver
              to the Underwriters, without charge, such number of copies thereof
              as may be reasonably requested.



                                        7
<PAGE>   8

         (f)  To use its best efforts to qualify the Securities for offer and
              sale under the securities or Blue Sky laws of such jurisdictions
              as the Representatives may designate and to pay (or cause to be
              paid), or reimburse (or cause to be reimbursed) the Underwriters
              and their counsel for, reasonable filing fees and expenses in
              connection therewith (including the reasonable fees and
              disbursements of counsel to the Underwriters and filing fees and
              expenses paid and incurred prior to the date hereof), provided,
              however, that the Company shall not be required to qualify to do
              business as a foreign corporation or as a securities dealer or to
              file a general consent to service of process or to file annual
              reports or to comply with any other requirements deemed by the
              Company to be unduly burdensome.

         (g)  To pay all expenses, fees and taxes (other than transfer taxes on
              sales by the respective Underwriters) in connection with the
              issuance and delivery of the Securities, except that the Company
              shall be required to pay the fees and disbursements (other than
              disbursements referred to in paragraph (g) of this Section 5) of
              Skadden, Arps, counsel to the Underwriters, only in the events
              provided in paragraph (i) of this Section 5, the Underwriters
              hereby agreeing to pay such fees and disbursements in any other
              event, and that except as provided in Section (i), the Company
              shall not be responsible for any out-of-pocket expenses of the
              Underwriters in connection with their services hereunder

         (h)  If the Underwriters shall not take up and pay for the Securities
              due to the failure of the Company to comply with any of the
              conditions specified in Section 3 hereof, or, if this Agreement
              shall be terminated in accordance with the provisions of Section
              11 hereof prior to the Time of Purchase, to pay the reasonable
              fees and disbursements of Skadden, Arps, counsel to the
              Underwriters, and, if the Underwriters shall not take up and pay
              for the Securities due to the failure of the Company to comply
              with any of the conditions specified in Section 3 hereof, to
              reimburse the Underwriters for their reasonable out-of-pocket


                                        8
<PAGE>   9

              expenses, in an aggregate amount not exceeding a total of $3,000,
              incurred in connection with the financing contemplated by this
              Agreement.

         (i)  Prior to the termination of the offering of the Securities, to not
              file any amendment to the Registration Statement or supplement to
              the Prospectus (including the Basic Prospectus) unless the Company
              has furnished the Representatives and counsel to the Underwriters
              with a copy for their review and comment a reasonable time prior
              to filing and has reasonably considered any comments of the
              Representatives, or any such amendment or supplement to which such
              counsel shall reasonably object on legal grounds in writing, after
              consultation with the Representatives.

         (j)  To furnish the Representatives with copies of all documents
              required to be filed with the Commission pursuant to Section 13,
              14 or 15(d) of the Exchange Act subsequent to the time the
              Registration Statement becomes effective and prior to the
              termination of the offering of the Securities.

         (k)  To use its best efforts to provide notice to the Representative as
              to the date upon which a Release Date (as defined in the Mortgage)
              will occur, and to the extent practicable, to provide such notice
              at least 30 days prior to the occurrence of such Release Date.

         (l)  So long as may be required by law for the distribution of the
              Securities by the Underwriters or by any dealers that participate
              in the distribution thereof, the Company will comply with all
              requirements under the Exchange Act relating to the timely filing
              with the Commission of its reports pursuant to Section 13 of the
              Exchange Act and of its proxy statements pursuant to Section 14 of
              the Exchange Act.

     6.  Representations and Warranties of the Company: The Company represents
and warrants to, and agrees with, each of the Underwriters that:




                                        9
<PAGE>   10

         (a)  The Registration Statement has become effective under the Act; a
              true and correct copy of the Registration Statement in the form in
              which it became effective has been delivered to each of the
              Representatives and to the Representatives for each of the
              Underwriters (except that copies delivered for the Underwriters
              excluded exhibits to such Registration Statement); any filing of
              the Prospectus and any supplements thereto required pursuant to
              Rule 424(b) has been or will be made in the manner required by
              Rule 424(b) and within the time period required by Section 3(j)
              hereof; no stop order suspending the effectiveness of the
              Registration Statement is in effect, and no proceedings for such
              purposes are pending before or, to the knowledge of the Company,
              threatened by the Commission. On the effective date of the
              Registration Statement, the Registration Statement and the Basic
              Prospectus complied, or were deemed to have complied, and on its
              respective issue date, each preliminary prospectus filed pursuant
              to Rule 424(b) complied, and the Basic Prospectus complied, and on
              its issue date, the Prospectus will comply, or will be deemed to
              comply, in all material respects with the applicable provisions of
              the Act, the Trust Indenture Act of 1939, as amended (the "Trust
              Indenture Act") and the published rules and regulations of the
              Commission, none of the Registration Statement on its effective
              date, the Basic Prospectus on its issue date, or any other
              preliminary prospectus, on its issue date, contained any untrue
              statement of a material fact or omitted to state a material fact
              required to be stated therein or necessary to make the statements
              therein not misleading, and the Prospectus, as of its issue date
              and, as amended or supplemented, if applicable, as of the Time of
              Purchase, will not contain any untrue statement of a material fact
              or omit to state a material fact necessary to make the statements
              therein, in the light of the circumstances under which they were
              made, not misleading, except that the Company makes no warranty or
              representation to any Underwriter with respect to any statements
              or omissions made therein in reliance upon and in conformity with
              information furnished in writing to the Company by, or


                                       10
<PAGE>   11

              through the Representatives on behalf of, any Underwriter
              expressly for use therein, or to any statements in or omissions
              from that part of the Registration Statement that shall constitute
              the Statement of Eligibility and Qualification under the Trust
              Indenture Act of the Trustee under the Indenture.

         (b)  The documents incorporated by reference in the Registration
              Statement, any preliminary prospectus, the Basic Prospectus and
              the Prospectus, when they were filed (or, if an amendment with
              respect to any such document was filed, when such amendment was
              filed) with the Commission, conformed in all material respects to
              the requirements of the Exchange Act and the rules and regulations
              of the Commission promulgated thereunder, and any further
              documents so filed and incorporated by reference will, when they
              are filed with the Commission, conform in all material respects to
              the requirements of the Exchange Act and the rules and regulations
              of the Commission promulgated thereunder; none of such documents,
              when it was filed (or, if an amendment with respect to any such
              document was filed, when such amendment was filed), contained an
              untrue statement of a material fact or omitted to state a material
              fact required to be stated therein or necessary to make the
              statements therein, in light of the circumstances under which they
              were made, not misleading; and no such further document, when it
              is filed, will contain an untrue statement of a material fact or
              will omit to state a material fact required to be stated therein
              or necessary to make the statements therein, in light of the
              circumstances under which they are made, not misleading.

         (c)  The Company has been duly organized and is validly existing as a
              corporation in good standing under the laws of the State of
              Michigan and has all requisite authority to own or lease its
              properties and conduct its business as described in the Prospectus
              and to consummate the transactions contemplated hereby, and is
              duly qualified to transact business and is in good standing in
              each jurisdiction in which the


                                       11
<PAGE>   12

              conduct of its business as described in the Prospectus or its
              ownership or leasing of property requires such qualification,
              except to the extent that the failure to be so qualified or be in
              good standing would not have a material adverse effect on the
              Company.

         (d)  The Securities are in the form contemplated by the Indenture and
              have been duly authorized by the Company. At the Time of Purchase,
              the Securities will have been duly executed and delivered by the
              Company and, when authenticated by the Trustee in the manner
              provided for in the Indenture and delivered against payment
              therefor as provided in this Agreement, will constitute valid and
              binding obligations of the Company, enforceable against the
              Company in accordance with their terms, except to the extent that
              enforcement thereof may be limited by bankruptcy, insolvency,
              reorganization, moratorium or other similar laws affecting
              creditors' rights generally or by general principles of equity
              (regardless of whether enforcement is considered in a proceeding
              at law or in equity). The Securities conform in all material
              respects to the descriptions thereof in the Prospectus.

         (e)  This Agreement has been duly authorized, executed and delivered by
              the Company, and the Company has full corporate power and
              authority to enter into this Agreement.

         (f)  Each of the Indenture and the Mortgage has been duly authorized by
              the Company. At the Time of Purchase, the Indenture and the
              Mortgage will have been duly executed and delivered by the Company
              and will constitute a valid and binding obligation of the Company,
              enforceable against the Company in accordance with its terms,
              except to the extent that enforcement thereof may be limited by
              bankruptcy, insolvency, reorganization, moratorium or other
              similar laws affecting creditors' rights generally or by general
              principles of equity (regardless of whether enforcement is
              considered in a proceeding at law or in equity); the Indenture and
              the Mortgage conform in all material respects


                                       12
<PAGE>   13

              to the description thereof in the Prospectus; and the Indenture
              and the Mortgage conform to the requirements of the Trust
              Indenture Act.

         (g)  The First Mortgage Bonds are in the form contemplated by the
              Mortgage and have been duly authorized by the Company. At the Time
              of Purchase, the First Mortgage Bonds (i) will have been duly
              executed and delivered by the Company and, when authenticated by
              the Mortgage Trustee in the manner provided for in the Mortgage,
              (ii) will constitute valid and binding obligations of the Company,
              enforceable against the Company in accordance with their terms,
              except to the extent that enforcement thereof may be limited by
              bankruptcy, insolvency, reorganization, moratorium or other
              similar laws affecting creditors' rights generally or by general
              principals of equity (regardless of whether enforcement is
              considered in a proceeding at law or in equity), will be entitled
              to the security afforded by the Mortgage equally and ratably with
              all securities outstanding thereunder and (iii) will be owned and
              held by the Trustee, in trust, for the benefit of the holders of
              all securities from time to time outstanding under the Indenture.
              The First Mortgage Bonds conform in all material respects to the
              descriptions thereof in the Prospectus.

         (h)  The Company has all necessary consents, authorizations, approvals,
              orders, certificates and permits of and from, and has made all
              declarations and filings with, all federal, state, local and other
              governmental authorities, all self-regulatory organizations and
              all courts and other tribunals, to own, lease, license and use its
              properties and assets and to conduct its business in the manner
              described in the Prospectus, except to the extent that the failure
              to obtain or file would not have a material adverse effect on the
              Company.

         (i)  An appropriate order has been entered by the Federal Energy
              Regulatory Commission under the Federal Power Act authorizing the
              issuance and sale of the Securities and the issuance of the First
              Mortgage Bonds, and such order is in


                                       13
<PAGE>   14

              full force and effect. No other order, license, consent,
              authorization or approval of, or exemption by, or the giving of
              notice to, or the registration with any federal, state, municipal
              or other governmental department, commission, board, bureau,
              agency or instrumentality, and no filing, recording, publication
              or registration in any public office or any other place, was or is
              now required to be obtained by the Company to authorize its
              execution or delivery of, or the performance of its obligations
              under, this Agreement or the Securities, except such as have been
              obtained or may be required under state securities or Blue Sky
              laws or as referred to in the Basic Prospectus.

         (j)  None of the issuance and sale of the Securities, or the First
              Mortgage Bonds, or the execution or delivery by the Company of, or
              the performance by the Company of its obligations under, this
              Agreement did or will conflict with, result in a breach of any of
              the terms or provisions of, or constitute a default or require the
              consent of any party under the Company's Articles of Incorporation
              or by-laws, any material agreement or instrument to which it is a
              party, any existing applicable law, rule or regulation or any
              judgment, order or decree of any government, governmental
              instrumentality or court, domestic or foreign, having jurisdiction
              over the Company or any of its properties or assets, or did or
              will result in the creation or imposition of any lien on the
              Company's properties or assets.

         (k)  Except as disclosed in the Basic Prospectus, there is no action,
              suit, proceeding, inquiry or investigation (at law or in equity or
              otherwise) pending or, to the knowledge of the Company, threatened
              against the Company, by any governmental authority that (i)
              questions the validity, enforceability or performance of this
              Agreement or the Securities or (ii) if determined adversely, is
              likely to have a material adverse effect on the business or
              financial condition of the Company, or materially adversely affect
              the ability of the Company to perform its obligations hereunder



                                       14
<PAGE>   15

              or the consummation of the transactions contemplated by this
              Agreement.

         (l)  There has not been any material and adverse change in the
              business, properties or financial condition of the Company from
              that set forth in the Registration Statement (other than changes
              referred to in or contemplated by the Registration Statement or
              the Basic Prospectus).

         (m)  Except as set forth in the Basic Prospectus, no event or condition
              exists that constitutes, or with the giving of notice or lapse of
              time or both would constitute, a default or any breach or failure
              to perform by the Company in any material respect under any
              indenture, mortgage, loan agreement, lease or other material
              agreement or instrument to which the Company is a party or by
              which it or any of its properties may be bound.

     7. Representation and Warranties of Underwriters: Each Underwriter warrants
and represents that the information, if any, furnished in writing to the Company
through the Representatives expressly for use in the Registration Statement and
Prospectus is correct in all material respects as to such Underwriter. Each
Underwriter, in addition to other information furnished to the Company for use
in the Registration Statement and Prospectus, herewith furnishes to the Company
for use in the Registration Statement and Prospectus, the information stated
herein with regard to the public offering, if any, by such Underwriter and
represents and warrants that such information is correct in all material
respects as to such Underwriter.

     8. Indemnification:

         (a)  The Company agrees, to the extent permitted by law, to indemnify
              and hold harmless each of the Underwriters and each person, if
              any, who controls any such Underwriter within the meaning of
              Section 15 of the Act or Section 20 of the Exchange Act, against
              any and all losses, claims, damages or liabilities, joint or
              several, to which they or any of them may become subject under the
              Act or otherwise, and to reimburse the Underwriters and such
              controlling person or persons, if any, for any legal or other
              expenses


                                       15
<PAGE>   16

              incurred by them in connection with defending any action, suit or
              proceeding (including governmental investigations) as provided in
              Section 8(c) hereof, insofar as such losses, claims, damages,
              liabilities or actions, suits or proceedings (including
              governmental investigations) arise out of or are based upon any
              untrue statement or alleged untrue statement of a material fact
              contained in the Registration Statement, any preliminary
              prospectus as of its issue date (if used prior to the date of the
              Basic Prospectus), the Basic Prospectus (if used prior to the date
              of the Prospectus), the Prospectus, or, if the Prospectus shall be
              amended or supplemented, in the Prospectus as so amended or
              supplemented (if such Prospectus or such Prospectus as amended or
              supplemented is used after the period of time referred to in
              Section 5(e) hereof, it shall contain or be used with such
              amendments or supplements as the Company deems necessary to comply
              with Section 10(a) of the Act), or arise out of or are based upon
              any omission or alleged omission to state therein a material fact
              required to be stated therein or necessary to make the statements
              therein not misleading, except insofar as such losses, claims,
              damages, liabilities or actions arise out of or are based upon any
              such untrue statement or alleged untrue statement or omission or
              alleged omission which was made in such preliminary prospectus,
              Basic Prospectus, Registration Statement or Prospectus, or in the
              Prospectus as so amended or supplemented, in reliance upon and in
              conformity with information furnished in writing to the Company
              by, or through the Representatives on behalf of, any Underwriter
              expressly for use therein or with any statements in or omissions
              from that part of the Registration Statement that shall constitute
              the Statement of Eligibility and Qualification under the Trust
              Indenture Act of the Trustee under the Indenture, and except that
              this indemnity shall not inure to the benefit of any Underwriter
              (or any person controlling such Underwriter) on account of any
              losses, claims, damages, liabilities or actions, suits or
              proceedings arising from the sale of the Securities to any person
              if a copy of the Prospectus, as the same may then be supplemented
              or amended (excluding,


                                       16
<PAGE>   17

              however, any document then incorporated or deemed incorporated
              therein by reference), was not sent or given by or on behalf of
              such Underwriter to such person (i) with or prior to the written
              confirmation of sale involved or (ii) as soon as available after
              such written confirmation, relating to an event occurring prior to
              the payment for and delivery to such person of the Securities
              involved in such sale, and the omission or alleged omission or
              untrue statement or alleged untrue statement was corrected in the
              Prospectus as supplemented or amended at such time.

         The Company's indemnity agreement contained in this Section 8(a), and
the covenants, representations and warranties of the Company contained in this
Agreement, shall remain in full force and effect regardless of any investigation
made by or on behalf of any person, and shall survive the delivery of and
payment for the Securities hereunder, and the indemnity agreement contained in
this Section 8 shall survive any termination of this Agreement. The liabilities
of the Company in this Section 8(a) are in addition to any other liabilities of
the Company under this Agreement or otherwise.



         (b)  Each Underwriter agrees, severally and not jointly, to the extent
              permitted by law, to indemnify, hold harmless and reimburse the
              Company, its directors and such of its officers as shall have
              signed the Registration Statement, each other Underwriter and each
              person, if any, who controls the Company or any such other
              Underwriter within the meaning of Section 15 of the Act or Section
              20 of the Exchange Act, to the same extent and upon the same terms
              as the indemnity agreement of the Company set forth in Section
              8(a) hereof, but only with respect to alleged untrue statements or
              omissions made in the Registration Statement, the Basic Prospectus
              or in the Prospectus, as amended or supplemented, (if applicable)
              in reliance upon and in conformity with information furnished in
              writing to the Company by such Underwriter expressly for use
              therein.

         The indemnity agreement on the part of each Underwriter contained in
this Section 8(b) and the representations and warranties of such Underwriter
contained in this Agreement shall remain in full force and effect regardless of
any investigation made by or


                                       17
<PAGE>   18

on behalf of the Company or any other person, and shall survive the delivery of
and payment for the Securities hereunder, and the indemnity agreement contained
in this Section 8(b) shall survive any termination of this Agreement. The
liabilities of each Underwriter in Section 8(b) are in addition to any other
liabilities of such Underwriter under this Agreement or otherwise.

         (c)  If a claim is made or an action, suit or proceeding (including
              governmental investigations) is commenced or threatened against
              any person as to which indemnity may be sought under Section 8(a)
              or 8(b), such person (the "Indemnified Person") shall notify the
              person against whom such indemnity may be sought (the
              "Indemnifying Person") promptly after any assertion of such claim
              threatening to institute an action, suit or proceeding or if such
              an action, suit or proceeding is commenced against such
              Indemnified Person, promptly after such Indemnified Person shall
              have been served with a summons or other first legal process,
              giving information as to the nature and basis of the claim.
              Failure to so notify the Indemnifying Person shall not, however,
              relieve the Indemnifying Person from any liability which it may
              have on account of the indemnity under Section 8(a) or 8(b) if the
              Indemnifying Person has not been prejudiced in any material
              respect by such failure. Subject to the immediately succeeding
              sentence, the Indemnifying Person shall assume the defense of any
              such litigation or proceeding, including the employment of counsel
              and the payment of all expenses, with such counsel being
              designated, subject to the immediately succeeding sentence, in
              writing by the Representatives in the case of parties indemnified
              pursuant to Section 8(b) and by the Company in the case of parties
              indemnified pursuant to Section 8(a). Any Indemnified Person shall
              have the right to participate in such litigation or proceeding and
              to retain its own counsel, but the fees and expenses of such
              counsel shall be at the expense of such Indemnified Person unless
              (i) the Indemnifying Person and the Indemnified Person shall have
              mutually agreed to the retention of such counsel or (ii) the named
              parties to any such proceeding (including any impleaded parties)
              include (x) the Indemnifying Person and


                                       18
<PAGE>   19

              (y) the Indemnified Person and, in the written opinion of counsel
              to such Indemnified Person, representation of both parties by the
              same counsel would be inappropriate due to actual or likely
              conflicts of interest between them, in either of which cases the
              reasonable fees and expenses of counsel (including disbursements)
              for such Indemnified Person shall be reimbursed by the
              Indemnifying Person to the Indemnified Person. If there is a
              conflict as described in clause (ii) above, and the Indemnified
              Persons have participated in the litigation or proceeding
              utilizing separate counsel whose fees and expenses have been
              reimbursed by the Indemnifying Person and the Indemnified Persons,
              or any of them, are found to be solely liable, such Indemnified
              Persons shall repay to the Indemnifying Person such fees and
              expenses of such separate counsel as the Indemnifying Person shall
              have reimbursed. It is understood that the Indemnifying Person
              shall not, in connection with any litigation or proceeding or
              related litigation or proceedings in the same jurisdiction as to
              which the Indemnified Persons are entitled to such separate
              representation, be liable under this Agreement for the reasonable
              fees and out-of-pocket expenses of more than one separate firm
              (together with not more than one appropriate local counsel) for
              all such Indemnified Persons. Subject to the next paragraph, all
              such fees and expenses shall be reimbursed by payment to the
              Indemnified Persons of such reasonable fees and expenses of
              counsel promptly after payment thereof by the Indemnified Persons.
              In furtherance of the requirement above that fees and expenses of
              any separate counsel for the Indemnified Persons shall be
              reasonable, the Representatives and the Company agree that the
              Indemnifying Person's obligations to pay such fees and expenses
              shall be conditioned upon the following:

              (2)   in case separate counsel is proposed to be retained by the
                    Indemnified Persons pursuant to clause (ii) of the preceding
                    paragraph, the Indemnified Persons shall in good faith fully
                    consult with the Indemnifying Person in advance as to the
                    selection of such counsel;


                                       19
<PAGE>   20

              (3)   reimbursable fees and expenses of such separate counsel
                    shall be detailed and supported in a manner reasonably
                    acceptable to the Indemnifying Person (but nothing herein
                    shall be deemed to require the furnishing to the
                    Indemnifying Person of any information, including without
                    limitation, computer print-outs of lawyers' daily time
                    entries, to the extent that, in the judgment of such
                    counsel, furnishing such information might reasonably be
                    expected to result in a waiver of any attorney-client
                    privilege); and

              (4)   the Company and the Representatives shall cooperate in
                    monitoring and controlling the fees and expenses of separate
                    counsel for Indemnified Persons for which the Indemnifying
                    Person is liable hereunder, and the Indemnified Person shall
                    use every reasonable effort to cause such separate counsel
                    to minimize the duplication of activities as between
                    themselves and counsel to the Indemnifying Person.

         The Indemnifying Person shall not be liable for any settlement of any
litigation or proceeding effected without the written consent of the
Indemnifying Person, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Person agrees, subject to the
provisions of this Section 8, to indemnify the Indemnified Person from and
against any loss, damage, liability or expenses by reason of such settlement or
judgment. The Indemnifying Person shall not, without the prior written consent
of the Indemnified Persons, effect any settlement of any pending or threatened
litigation, proceeding or claim in respect of which indemnity has been properly
sought by the Indemnified Persons hereunder, unless such settlement includes an
unconditional release by the claimant of all Indemnified Persons from all
liability with respect to claims which are the subject matter of such
litigation, proceeding or claim.

         9. Contribution: If the indemnification provided for in Section 8 above
is unavailable to or insufficient to hold harmless an Indemnified Person under
such Section in respect of any losses, claims, damages or liabilities (or
actions, suits or proceedings (including governmental investigations) in respect
thereof) referred to therein, then each Indemnifying Person under Section 8
shall contribute to the amount paid or payable by such Indemnified Person as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative


                                       20
<PAGE>   21

benefits received by the Indemnifying Person on the one hand and the Indemnified
Person on the other from the offering of the Securities. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law, then each Indemnifying Person shall contribute to such amount
paid or payable by such Indemnified Person in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of each
Indemnifying Person, if any, on the one hand and the Indemnified Person on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions, suits or proceedings
(including governmental investigations) in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company and the total underwriting discounts
and commission received by the Underwriters, in each case as set forth in the
table on the cover page of the Prospectus, bear to the aggregate public offering
price of the Securities. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or the Underwriters on the
other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 9 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this Section 9. The amount paid or payable by an
Indemnified Person as a result of the losses, claims, damages or liabilities (or
actions, suits or proceedings (including governmental proceedings) in respect
thereof) referred to above in this Section 9 shall be deemed to include any
legal or other expenses reasonably incurred by such Indemnified Person in
connection with investigating or defending any such action, suits or proceedings
(including governmental proceedings) or claim, provided that the provisions of
Section 8 have been complied with (in all material respects) in respect of any
separate counsel for such Indemnified Person. Notwithstanding the provisions of
this Section 9, no Underwriter shall be required to contribute any amount
greater than the excess of (i) the total price at which the Securities
underwritten by it and distributed to the public were offered to the public over
(ii) the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent



                                       21
<PAGE>   22

misrepresentation. The Underwriters' obligations in this Section 9 to contribute
are several in proportion to their respective underwriting obligations and not
joint.

         The agreement with respect to contribution contained in Section 9
hereof shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or any Underwriter, and shall survive
delivery of and payment for the Securities hereunder and any termination of this
Agreement.

         10. Substitution of Underwriters: If any Underwriter under this
agreement shall fail or refuse (otherwise than for some reason sufficient to
justify in accordance with the terms hereof, the termination of its obligations
hereunder) to purchase the Securities which it had agreed to purchase on the
Time of Purchase, the Representatives shall immediately notify the Company and
the Representatives and the other Underwriters may, within 36 hours of the
giving of such notice, determine to purchase, or to procure one or more other
members of the National Association of Securities Dealers, Inc. ("NASD") (or, if
not members of the NASD, who are foreign banks, dealers or institutions not
registered under the Exchange Act and who agree in making sales to comply with
the NASD's Rules of Fair Practice), satisfactory to the Company, to purchase,
upon the terms herein set forth, the principal amount of Securities which the
defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter
or Underwriters shall determine to exercise such right, the Representatives
shall give written notice to the Company of such determination within 36 hours
after the Company shall have received notice of any such default, and thereupon
the Time of Purchase shall be postponed for such period, not exceeding three
business days, as the Company shall determine. If in the event of such a
default, the Representatives shall fail to give such notice, or shall within
such 36-hour period give written notice to the Company that no other Underwriter
or Underwriters, or others, will exercise such right, then this Agreement may be
terminated by the Company, upon like notice given to the Representatives within
a further period of 36 hours. If in such case the Company shall not elect to
terminate this Agreement, it shall have the right, irrespective of such default:

         (a)  to require such non-defaulting Underwriters to purchase and pay
              for the respective principal amounts of Securities which they had
              severally agreed to purchase hereunder, as herein above provided,
              and, in addition, the principal amount of Securities which the
              defaulting Underwriter shall have so failed to purchase up to a
              principal amount thereof equal to one-ninth (1/9) of the
              respective principal amounts



                                       22
<PAGE>   23

              of Securities which such non-defaulting Underwriters have
              otherwise agreed to purchase hereunder; and/or

         (b)  to procure one or more other members of the NASD (or, if not
              members of the NASD, who are foreign banks, dealers or
              institutions not registered under the Exchange Act and who agree
              in making sales to comply with the NASD's Rules of Fair Practice),
              to purchase, upon the terms herein set forth, the principal amount
              of Securities which such defaulting Underwriter had agreed to
              purchase, or that portion thereof which the remaining Underwriters
              shall not be obligated to purchase pursuant to the foregoing
              clause (a).

         In the event the Company shall exercise its rights under clause (a)
and/or (b) above, the Company shall give written notice thereof to the
Representatives within such further period of 36 hours, and thereupon the Time
of Purchase shall be postponed for such period, not exceeding five business
days, as the Company shall determine. In the event the Company shall be entitled
to but shall not elect to exercise its rights under clause (a) and/or (b), the
Company shall be deemed to have elected to terminate this Agreement.

         Any action taken by the Company under this Section 10 shall not relieve
any defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement. Termination by the Company under this Section
10 shall be without any liability on the part of the Company or any
non-defaulting Underwriter.

         In the computation of any period of 36 hours referred to in this
Section 10, there shall be excluded a period of 24 hours in respect of each
Saturday, Sunday or legal holiday which would otherwise be included in such
period of time.

         11. Termination of Agreement: This Agreement may be terminated at any
time prior to the Time of Purchase by the Representatives, if, prior to such
time (i) trading generally in securities on the New York Stock Exchange shall
have been suspended by the Commission or the New York Stock Exchange, (ii)
trading of any securities of the Company shall have been suspended on any
exchange or over-the-counter market, (iii) a general moratorium on commercial
banking activities in New York shall have been declared by federal or New York
State authorities or (iv) there shall have occurred any outbreak or material
escalation of hostilities or any material adverse


                                       23
<PAGE>   24

disruption in financial markets or any other calamity or crisis, the effect of
which on the financial markets of the United States is such as to impair, in the
Representatives' reasonable judgment, after having made due inquiry, the
marketability of the Securities.

         If the Representatives elect to terminate this Agreement, as provided
in this Section 11, the Representatives will promptly notify the Company and
each other Underwriter by telephone or telecopy, confirmed by letter. If this
Agreement shall not be carried out by any Underwriter for any reason permitted
hereunder, or if the sale of the Securities to the Underwriters as herein
contemplated shall not be carried out because the Company is not able to comply
with the terms hereof, the Company shall not be under any obligation under this
Agreement and shall not be liable to any Underwriter or to any member of any
selling group for the loss of anticipated profits from the transactions
contemplated by this Agreement and the Underwriters shall be under no liability
to the Company nor be under any liability under this Agreement to one another.

         Notwithstanding the foregoing, the provisions of Sections 5(g), 5(i), 8
and 9 shall survive any termination of this Agreement.

         12. Notices: All notices hereunder shall, unless otherwise expressly
provided, be in writing and be delivered at or mailed to the following addresses
or be sent by telecopy as follows: if to the Underwriters or the
Representatives, to the Representatives at the address or number, as
appropriate, designated in Schedule I hereto, and, if to the Company, to
Consumers Energy Company, 212 West Michigan Avenue, Jackson, Michigan, 49201,
Attention: Senior Vice President and Chief Financial Officer (Telecopy:
517-788-0351).

         13. Parties in Interest: The Agreement herein set forth has been and is
made solely for the benefit of the Underwriters, the Company (including the
directors thereof and such of the officers thereof as shall have signed the
Registration Statement), and the controlling persons, if any, referred to in
Section 8 hereof, and their respective successors, assigns, executors and
administrators, and, except as expressly otherwise provided in Section 10
hereof, no other person shall acquire or have any right under or by virtue of
this Agreement.

         14. Definition of Certain Terms: The term "Underwriters," as used
herein, shall be deemed to mean the several persons, firms or corporations,
named in Schedule II hereto (including the Representatives herein mentioned, if
so named), and the term "Representatives," as used herein, shall be deemed to
mean the representative or representatives designated by, or in the manner
authorized by, the Underwriters in Schedule I


                                       24
<PAGE>   25

hereto. All obligations of the Underwriters hereunder are several and not joint.
If there shall be only one person, firm or corporation named in Schedule I and
Schedule II hereto, the term "Underwriters" and the term "Representatives," as
used herein, shall mean such person, firm or corporation. If the firm or firms
listed in Schedule I hereto are the same as the firm or firms listed in Schedule
II hereto, then the terms "Underwriters" and "Representatives," as used herein,
shall each be deemed to refer to such firm or firms. The term "successors" as
used in this Agreement shall not include any purchaser, as such purchaser, of
any of the Securities from any of the respective Underwriters.

         15. Governing Law: This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.

         16. Counterparts: This Agreement may be executed by any one or more of
the parties hereto in any number of counterparts, each of which shall be deemed
to be an original, but all such respective counterparts shall together
constitute one and the same instrument.





























                                       25
<PAGE>   26

         If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon the acceptance hereof by you,
this letter and such acceptance hereof shall constitute a binding agreement
between each of the Underwriters and the Company.

                                           Very truly yours,



                                           CONSUMERS ENERGY COMPANY


                                           By:
                                              ---------------------------
                                           Name:
                                           Title:




Confirmed and accepted as
of the date first written above:












By:




By:
   -----------------------
Name:
Title:






                                       26
<PAGE>   27

                           Schedule I: Representatives






























                                       27
<PAGE>   28

                            Schedule II: Underwriters

                                    Senior Notes Due

<TABLE>
<CAPTION>
                                                               Principal Amount
                                                                of Securities
Underwriters                                                   to be Purchased
- ------------                                                   ---------------
<S>                                                               <C>










</TABLE>
















                                       28

<PAGE>   29

                                  Schedule III



                      Information Regarding the Securities

                                  Senior Notes Due

 1.    Aggregate Principal Amount:

 2.    Maturity Date:

 3.    Interest Rate:

 4.    Price to be paid to the Company:




















                                       29


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(C)
<SEQUENCE>3
<FILENAME>k61427ex4-c.txt
<DESCRIPTION>FOURTH SUPPLEMENTAL INDENTURE
<TEXT>

<PAGE>   1
                                                                  EXHIBIT (4)(C)



                      ====================================


                          FOURTH SUPPLEMENTAL INDENTURE

                                     between

                            CONSUMERS ENERGY COMPANY

                                       and

                              THE BANK OF NEW YORK

                            Dated as of May 31, 2001


                      ====================================


<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
                                                     ARTICLE I.
                                                    DEFINITIONS

<S>               <C>                                                                                           <C>
SECTION 1.1.      Definition of Terms.............................................................................2

                                                     ARTICLE II.
                                     GENERAL TERMS AND CONDITIONS OF THE NOTES

SECTION 2.1.      Designation and Principal Amount................................................................3
SECTION 2.2.      Maturity........................................................................................3
SECTION 2.3.      Form and Payment................................................................................3
SECTION 2.4.      Global Note.....................................................................................4
SECTION 2.5.      Interest........................................................................................5

                                                    ARTICLE III.
                                              REDEMPTION OF THE NOTES

SECTION 3.1.      Special Event Redemption........................................................................6
SECTION 3.2.      Optional Redemption by Issuer...................................................................6
SECTION 3.3.      No Sinking Fund.................................................................................7

                                                     ARTICLE IV.
                                        EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1.      Extension of Interest Payment Period............................................................7
SECTION 4.2.      Notice of Extension.............................................................................8

                                                     ARTICLE V.
                                                     EXPENSES

SECTION 5.1.      Payment of Expenses.............................................................................8
SECTION 5.2.      Payment Upon Resignation or Removal.............................................................9

                                                     ARTICLE VI.
                                                   SUBORDINATION

SECTION 6.1.      Agreement to Subordinate........................................................................9

</TABLE>



                                       i

<PAGE>   3

<TABLE>

                                                    ARTICLE VII.
                                            COVENANT TO LIST ON EXCHANGE
<S>               <C>                                                                                           <C>
SECTION 7.1.      Listing on an Exchange.........................................................................10

                                                    ARTICLE VIII.
                                                    FORM OF NOTES

SECTION 8.1.      Form of Note...................................................................................10

                                                     ARTICLE IX.
                                              ORIGINAL ISSUE OF NOTES

SECTION 9.1.      Original Issue of Notes........................................................................16

                                                     ARTICLE X.
                                                   MISCELLANEOUS

SECTION 10.1      Provisions of Indenture for the Sole Benefit of Parties and
                  Holders of Trust Securities....................................................................16
SECTION 10.2      Ratification of Indenture......................................................................16
SECTION 10.3.     Trustee Not Responsible for Recitals...........................................................16
SECTION 10.4.     Governing Law..................................................................................16
SECTION 10.5.     Separability...................................................................................17
SECTION 10.6.     Counterparts...................................................................................17

</TABLE>


                                       ii

<PAGE>   4




            FOURTH SUPPLEMENTAL INDENTURE, dated as of May 31, 2001, (the
"Fourth Supplemental Indenture"), between Consumers Energy Company, a Michigan
Corporation (the "Issuer"), and The Bank of New York, as trustee (the "Trustee")
under the Indenture dated as of January 1, 1996 between the Issuer and the
Trustee (the "Indenture").

            WHEREAS, the Issuer executed and delivered the Indenture to the
Trustee to provide for the future issuance of the Issuer's Securities to be
issued from time to time in one or more series as might be determined by the
Issuer under the Indenture, in an unlimited aggregate principal amount which may
be authenticated and delivered as provided in the Indenture; and

            WHEREAS, Section 2.3 of the Indenture permits the terms of any
series of Securities to be established in an indenture supplemental to the
Indenture; and

            WHEREAS, Section 8.1(d) of the Indenture provided that a
supplemental indenture may be entered into without the consent of any Holders of
Securities to supplement certain provisions of the Indenture; and

            WHEREAS, Section 8.1(e) of the Indenture provides that a
supplemental indenture may be entered into by the Issuer and the Trustee without
the consent of any Holders of the Securities to establish the form and terms of
the Securities of any series; and

            WHEREAS, pursuant to the terms of the Indenture, the Issuer desires
to provide for the establishment of a new series of its Securities to be known
as its 9% subordinated Debentures due June 30, 2031 (the "Notes"), the form and
substance of such Notes and the terms, provisions and conditions thereof to be
set forth as provided in the Indenture and this Fourth Supplemental Indenture;
and

            WHEREAS, Consumers Energy Company Financing IV, a Delaware statutory
business trust (the "Trust"), has offered to the public $125 million aggregate
liquidation amount of its 9% Trust Preferred Securities (the "Preferred
Securities"), representing undivided beneficial interests in the assets of the
Trust and proposes to invest the proceeds from such offering, together with the
proceeds of the issuance and sale by the Trust to the Issuer of $3,866,000
aggregate liquidation amount of its 9% Trust Common Securities (together the
"Trust Securities"), in $128,866,000 aggregate principal amount of the Notes;
and

            WHEREAS, the Issuer wishes to supplement Section 13.2 of the
Indenture with respect to the Notes and the Preferred Securities; and

            WHEREAS, the Issuer has requested that the Trustee execute and
deliver this Fourth Supplemental Indenture and all requirements necessary to
make this Fourth Supplemental Indenture a valid instrument in accordance with
its terms, and to make the Notes, when executed by the Issuer and authenticated
and delivered by the Trustee, the valid obligations of the Issuer, have been
performed, and the execution and delivery of this Fourth Supplemental Indenture
has been duly authorized in all respects.





                                       1

<PAGE>   5


            NOW THEREFORE, in consideration of the purchase and acceptance of
the Notes by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Notes and the terms,
provisions and conditions thereof, the Issuer covenants and agrees with the
Trustee as follows:


                                   ARTICLE I.
                                   DEFINITIONS

SECTION 1.1.       Definition of Terms.

            Unless the context otherwise requires:

            (a)    a term defined in the Indenture has the same meaning when
used in this Fourth Supplemental Indenture;

            (b)    a term defined anywhere in this Fourth Supplemental Indenture
has the same meaning throughout;

            (c)    the singular includes the plural and vice versa;

            (d)    a reference to a Section or Article is to a Section or
Article of this Fourth Supplemental Indenture;

            (e)    headings are for convenience of reference only and do not
affect interpretation;

            (f)    the following terms have the meanings given to them in the
Declaration: (i) Clearing Agency; (ii) Delaware Trustee; (iii) Redemption Tax
Opinion; (iv) No Recognition Opinion; (v) Preferred Security Certificate; (vi)
Property Trustee; (vii) Regular Trustees; (viii) Special Event; (ix) Tax Event;
(x) Underwriting Agreement; (xi) Investment Company Event; and (xii)
Distribution;

            (g)    the following terms have the meanings given to them in this
Section 1.1(g):

            "Additional Interest" shall have the meaning set forth in Section
2.5.

            "Compounded Interest" shall have the meaning set forth in Section
4.1.

            "Coupon Rate" shall have the meaning set forth in Section 2.5.

            "Declaration" means the Amended and Restated Declaration of Trust of
Consumers Energy Company Financing IV, a Delaware statutory business trust,
dated as of          ,      .

            "Deferred Interest" shall have the meaning set forth in Section 4.1.




                                       2

<PAGE>   6


            "Dissolution Event" means that, as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Declaration, and the Notes held by the Property Trustee are to be
distributed to the holders of the Trust Securities issued by the Trust pro rata
in accordance with the Declaration.

            "Extended Interest Payment Period" shall have the meaning set forth
in Section 4.1.

            "Global Note" shall have the meaning set forth in Section 2.4.

            "Non Book-Entry Preferred Securities" shall have the meaning set
forth in Section 2.4.

            "Optional Redemption Price" shall have the meaning set forth in
Section 3.2.


                                   ARTICLE II.
                    GENERAL TERMS AND CONDITIONS OF THE NOTES

SECTION 2.1.       Designation and Principal Amount.


            There is hereby authorized and established a series of unsecured
Securities designated the "9% subordinated Debentures due June 30, 2031",
limited in aggregate principal amount to $125,000,000 (except as contemplated in
Section 2(f)(2) of the Indenture).

SECTION 2.2.       Maturity.

            The Maturity Date of the Notes is June 30, 2031.

SECTION 2.3.       Form and Payment.

            The Notes shall be issued in fully registered form without interest
coupons. Principal and interest on the Notes issued in certificated form will be
payable, the transfer of such Notes will be registrable and such Notes will be
exchangeable for Notes bearing identical terms and provisions, at the office or
agency of the Trustee in the Borough of Manhattan, the City of New York;
provided, however, that payment of interest may be made at the option of the
Issuer by check mailed to the Holder at such address as shall appear in the
Security Register or by wire transfer to an account maintained by the Holder.
Notwithstanding the foregoing, so long as the Holder of any Notes is the
Property Trustee, the payment of the principal of and interest (including
Compounded Interest and Additional Interest, if any) on such Notes held by the
Property Trustee will be made at such place and to such account as may be
designated by the Property Trustee.




                                       3

<PAGE>   7


SECTION 2.4.      Global Note.

            (a)    In connection with a Dissolution Event,

                   (i)  the Notes may be presented to the Trustee by the
      Property Trustee in exchange for a global Note in an aggregate principal
      amount equal to the aggregate principal amount of all outstanding Notes (a
      "Global Note"), to be registered in the name of the Clearing Agency, or
      its nominee, and delivered by the Trustee to the Clearing Agency for
      crediting to the accounts of its participants pursuant to the instructions
      of the Regular Trustees and the Clearing Agency will act as Depository for
      the Notes. The Issuer upon any such presentation, shall execute a Global
      Note in such aggregate principal amount and deliver the same to the
      Trustee for authentication and delivery in accordance with the Indenture
      and this Fourth Supplemental Indenture. Payments on the Notes issued as a
      Global Note will be made to the Depositary; and

                   (ii) if any Preferred Securities are held in non book-entry
      certificated form, the Notes may be presented to the Trustee by the
      Property Trustee and any Preferred Security Certificate which represents
      Preferred Securities other than Preferred Securities held by the Clearing
      Agency or its nominee ("Non Book-Entry Preferred Securities") will be
      deemed to represent beneficial interests in Notes presented to the Trustee
      by the Property Trustee having an aggregate principal amount equal to the
      aggregate liquidation amount of the Non Book-Entry Preferred Securities
      until such Preferred Security Certificates are presented to the Security
      Registrar for transfer or reissuance at which time such Preferred Security
      Certificates will be canceled and a Note, registered in the name of the
      holder of the Preferred Security Certificate or the transferee of the
      holder of such Preferred Security Certificate, as the case may be, with an
      aggregate principal amount equal to the aggregate liquidation amount of
      the Preferred Security Certificate canceled, will be executed by the
      Issuer and delivered to the Trustee for authentication and delivery in
      accordance with the Indenture and this Fourth Supplemental Indenture.

            (b)    Except as provided in (c) below, a Global Note may be
transferred, in whole but not in part, only to another nominee of the
Depositary, or to a successor Depositary selected or approved by the Issuer or
to a nominee of such successor Depositary.

            (c)    If at any time the Depositary notifies the Issuer that it is
unwilling or unable to continue as Depositary or if at any time the Depositary
for such series shall no longer be registered or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, and a successor Depositary for such series is not appointed by the
Issuer within 90 days after the Issuer receives such notice or becomes aware of
such condition, as the case may be, the Issuer will execute, and, subject to
Section 2.8 of the Indenture, the Trustee, upon written notice from the Issuer,
will authenticate and deliver the Notes in definitive registered form, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Note in exchange for such Global Note. In
addition, the Issuer may at any time determine that the Notes shall no longer be
represented by a Global Note. In such event the Issuer will execute, and subject
to Section 2.8 of the Indenture, the Trustee, upon receipt of an Officers'
Certificate



                                       4

<PAGE>   8

evidencing such determination by the Issuer, will authenticate and deliver the
Notes in definitive registered form, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Note in
exchange for such Global Note. Upon the exchange of the Global Note for such
Notes in definitive registered form, in authorized denominations, the Global
Note shall be canceled by the Trustee. Such Notes in definitive registered form
issued in exchange for the Global Note shall be registered in such names and in
such authorized denominations as the Depositary, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Notes to the Depositary for delivery to the
Persons in whose names such Notes are so registered.

SECTION 2.5.       Interest.


            (a)    Each Note will bear interest at the rate of 9% per annum (the
"Coupon Rate") from the original date of issuance until the principal thereof
becomes due and payable, and on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest, at the Coupon Rate, compounded quarterly, payable
(subject to the provisions of Article IV) quarterly in arrears on March 31, June
30, September 30, and December 31 of each year (each, an "Interest Payment
Date," commencing on June 30, 2001), to the Person in whose name such Note or
any predecessor Note is registered, at the close of business on the regular
record date for such interest installment, which, in respect of any Notes of
which the Property Trustee is the Holder or a Global Note, shall be the close of
business on the Business Day next preceding that Interest Payment Date.
Notwithstanding the foregoing sentence, if the Preferred Securities are no
longer in book-entry only form or, except if the Notes are held by the Property
Trustee, the Notes are not represented by a Global Note, the regular record date
for such interest installment shall be the fifteenth day of the month in which
the applicable Interest Payment Date occurs.

            (b)    The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months. Except as
provided in the following sentence, the amount of interest payable for any
period shorter than a full quarterly period for which interest is computed, will
be computed on the basis of the actual number of days elapsed in such a 90-day
period. In the event that any date on which interest is payable on the Notes is
not a Business Day, then payment of interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

            (c)    If, at any time while the Property Trustee is the Holder of
any Notes, the Trust or the Property Trustee is required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States, or any other taxing authority,
then, in any case, the Issuer will pay as additional interest ("Additional
Interest") on the Notes held by the Property Trustee, such additional amounts as
shall be required so that the net amounts received and retained by the Trust and
the Property Trustee after paying such taxes, duties, assessments or other
governmental charges will be equal to the amounts the Trust and the Property



                                       5

<PAGE>   9


Trustee would have received had no such taxes, duties, assessments or other
governmental charges been imposed.


                                  ARTICLE III.
                             REDEMPTION OF THE NOTES

SECTION 3.1.       Special Event Redemption.

            If (a) a Tax Event has occurred and is continuing and (i) the Issuer
has received a Redemption Tax Opinion, or (ii) The Regular Trustees shall have
been informed by tax counsel that a No Recognition Opinion cannot be delivered
to the Trust, or (b) an Investment Company Event has occurred and is continuing,
then, notwithstanding Section 3.2(a) but subject to Section 3.2(b) and Article
Eleven of the Indenture, the Issuer shall have the right upon not less than 30
days' nor more than 60 days' notice to the Holders of the Notes to redeem the
Notes, in whole, for cash within 90 days' following the occurrence of such
Special Event (the "90 Day Period") at a redemption price equal to 100% of the
principal amount to be redeemed plus any accrued and unpaid interest thereon to
the date of such redemption (the "Redemption Price"), provided that, if at the
time there is available to the Issuer or the Trust the opportunity to eliminate,
within the 90 Day Period, the Special Event by taking some ministerial action
("Ministerial Action"), such as filing a form or making an election, or pursuing
some other similar reasonable measure which has no adverse effect on the Issuer,
the Trust or the Holders of the Trust Securities issued by the Trust, the Issuer
shall pursue such Ministerial Action in lieu of redemption, and, provided,
further, that the Issuer shall have no right to redeem the Notes while the Trust
is pursuing any Ministerial Action pursuant to its obligations under the
Declaration. The Redemption Price shall be paid prior to 12:00 noon, New York
time, on the date of such redemption or such earlier time as the Issuer
determines, and the Issuer shall deposit with the Trustee an amount sufficient
to pay the Redemption Price by 12:00 noon, New York time, on the date such
Redemption Price is to be paid.

SECTION 3.2.      Optional Redemption by Issuer.

            (a)    Subject to the provisions of Section 3.2(b) and to the
provisions of Article Eleven of the Indenture, the Issuer shall have the right
to redeem the Notes, in whole or in part, from time to time, on or after June
30, 2006, at a redemption price equal to 100% of the principal amount to be
redeemed plus any accrued and unpaid interest thereon to the date of such
redemption (the "Optional Redemption Price"). Any redemption pursuant to this
paragraph will be made upon not less than 30 days' nor more than 60 days' notice
to the Holder of the Notes, at the Optional Redemption Price. If the Notes are
only partially redeemed pursuant to this Section 3.2, the Notes will be redeemed
on a pro rata basis; provided that, if at the time of redemption the Notes are
registered as a Global Note, the Depository shall determine, in accordance with
its procedures, the principal amount of such Notes held by each Holder of Notes
to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon,
New York time, on the date of such redemption or at such earlier time as the
Issuer determines and the Issuer shall deposit with the Trustee an amount
sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on
the date such Optional Redemption Price is to be paid.



                                       6

<PAGE>   10


            (b)    If a partial redemption of the Notes would result in the
delisting of the Preferred Securities from any national securities exchange or
other organization on which the Preferred Securities are then listed, the Issuer
shall not be permitted to effect such partial redemption and may only redeem the
Notes in whole.

SECTION 3.3.       No Sinking Fund.

            The Notes are not entitled to the benefit of any sinking fund.


                                   ARTICLE IV.
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1.       Extension of Interest Payment Period.

            The Issuer shall have the right, at any time and from time to time
during the term of the Notes, to defer payments of interest by extending the
interest payment period of such Notes for a period not exceeding 20 consecutive
quarters (the "Extended Interest Payment Period"), during which Extended
Interest Payment Period no interest shall be due and payable; provided that, no
Extended Interest Payment Period may extend beyond the Maturity Date. To the
extent permitted by applicable law, interest, the payment of which has been
deferred because of the extension of the interest payment period pursuant to
this Section 4.1, will bear interest thereon at the Coupon Rate compounded
quarterly for each quarter of the Extended Interest Payment Period ("Compounded
Interest"). At the end of the Extended Interest Payment Period, the Issuer shall
pay all interest accrued and unpaid on the Notes, including any Additional
Interest and Compounded Interest (together, "Deferred Interest") that shall be
payable to the Holders of the Notes in whose names the Notes are registered in
the Security Register on the First record date after the end of the Extended
Interest Payment Period. Prior to the termination of any Extended Interest
Payment Period, the Issuer may further extend such period, provided that such
period together with all such further extensions thereof shall not exceed 20
consecutive quarters. Upon the termination of any Extended Interest Payment
Period and upon the payment of all Deferred Interest then due, the Issuer may
commence a new Extended Interest Payment Period, subject to the foregoing
requirements. No interest shall be due and payable during an Extended Interest
Payment Period, except at the end thereof, but the Issuer may prepay at any time
all or any portion of the interest accrued during an Extended Interest Payment
Period.

            The limitations set forth in Section 3.5 of the Indenture shall
apply during any Extended Interest Payment Period.

SECTION 4.2.       Notice of Extension.

            (a)    If the Property Trustee is the only registered Holder of the
Notes at the time the Issuer elects an Extended Interest Payment Period, the
Issuer shall give written notice to the Regular Trustees, the Property Trustee
and the Trustee of its election of such Extended Interest Payment Period one
Business Day before the earlier of (i) the next succeeding date on which
Distributions



                                       7

<PAGE>   11


on the Trust Securities issued by the Trust are payable, or (ii) the date the
Trust is required to give notice of the record date, or the date such
Distributions are payable, to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of the Preferred Securities, but in
any event at least one Business Day before such record date.

            (b)    If the Property Trustee is not the only Holder of the Notes
at the time the Issuer elects an Extended Interest Payment Period, the Issuer
shall give the Holders of the Notes and the Trustee written notice of its
election of such Extended Interest Payment Period one Business Days before the
earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the
Issuer is required to give notice of the record or payment date of such interest
payment to the New York Stock Exchange or other applicable self-regulatory
organization or to Holders of the Notes.

            (c)    The quarter in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 4.2 shall be counted as one of the 20
quarters permitted in the maximum Extended Interest Payment Period permitted
under Section 4.1.


                                   ARTICLE V.
                                    EXPENSES

SECTION 5.1.       Payment of Expenses.


            In connection with the offering, sale and issuance of the Notes to
the Property Trustee and in connection with the sale of the Trust Securities by
the Trust, the Issuer, in its capacity as borrower with respect to the Notes,
shall:

            (a)    pay all costs and expenses relating to the offering, sale and
issuance of the Notes, including commissions to the underwriters payable
pursuant to the Underwriting Agreement and the Pricing Agreements, and
compensation of the Trustee under the Indenture in accordance with the
provisions of Section 6.6 of the Indenture;

            (b)    pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the Trust, the
offering, sale and issuance of the Trust Securities (including commissions to
the underwriters in connection therewith), the fees and expenses of the Property
Trustee and the Delaware Trustee, the costs and expenses relating to the
operation of the Trust, including without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in connection with
the acquisition, financing, and disposition of Trust assets);

            (c)    be primarily liable for any indemnification obligations
arising with respect to the Declaration; and



                                       8

<PAGE>   12


            (d)    pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs and
expenses with respect to such taxes of the Trust.

SECTION 5.2.       Payment Upon Resignation or Removal.

            Upon termination of this Fourth Supplemental Indenture or the
Indenture or the removal or resignation of the Trustee pursuant to Section 6.10
of the Indenture, the Issuer shall pay to the Trustee all amounts accrued to the
date of such termination, removal or resignation. Upon termination of the
Declaration or the removal or resignation of the Delaware Trustee or the
Property Trustee, as the case may be, pursuant to Section 5.6 of the
Declaration, the Issuer shall pay to the Delaware Trustee or the Property
Trustee, as the case may be, all amounts accrued to the date of such
termination, removal or resignation.


                                   ARTICLE VI.
                                  SUBORDINATION

SECTION 6.1.       Agreement to Subordinate.

            The Issuer covenants and agrees, and each Holder of Notes issued
hereunder, by such Holder's acceptance thereof likewise covenants and agrees,
that pursuant to Section 2.3(f)(9) of the Indenture all Notes shall be issued as
Subordinated Securities subject to the provisions of Article Twelve of the
Indenture and this Article VI; and each Holder of a Note by its acceptance
thereof accepts and agrees to be bound by such provisions.


                                  ARTICLE VII.
                          COVENANT TO LIST ON EXCHANGE

SECTION 7.1.       Listing on an Exchange.

            In connection with the distribution of the Notes to the holders of
the Preferred Securities upon a Dissolution Event, the Issuer will use its best
efforts to list such Notes on the New York Stock Exchange or on such other
exchange as the Preferred Securities are then listed.


                                  ARTICLE VIII.
                                  FORM OF NOTES

SECTION 8.1.       Form of Note.

            The Notes and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms and the Notes
shall have such additional terms as may be set forth in such form:




                                       9
<PAGE>   13


                             (FORM OF FACE OF NOTE)

            [IF THE NOTE IS TO BE A GLOBAL NOTES, INSERT - This Note is a Global
Note within the meaning of the Indenture hereinafter referred to, and is
registered in the name of, a Depositary or a nominee of a Depositary. This Note
is exchangeable for Notes registered in the name of a person other than the
Depositary or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Note (other than a transfer of this Note as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary) may be
registered except in limited circumstances.

            Unless this Note is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any Note issued
is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment hereon
is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.]

No.
            $


CUSIP NO. 21051E202


                            CONSUMERS ENERGY COMPANY

                           9% SUBORDINATED DEBENTURES
                                DUE JUNE 30, 2031


            Consumers Energy Company, a Michigan corporation (the "Issuer",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ______________, or
registered assigns, the principal sum of one hundred twenty eight million eight
hundred sixty six thousand Dollars ($128,866,000) on June 30, 2001, and to pay
interest on said principal sum from May 31, 2001, or from the most recent
interest payment date (each such date, an "Interest Payment Date") to which
interest has been paid or duly provided for, quarterly (subject to deferral as
set forth herein) in arrears on March 31, June 30, September 30, and December 31
of each year commencing June 30, 2001 at the rate of 9% per annum until the
principal hereof shall have become due and payable, and on any overdue principal
and premium, if any, and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded quarterly. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a 360-day
year of twelve 30-day months. In the event that any date on which interest is
payable on this Note is not a Business Day, then payment of interest payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any


                                       10


<PAGE>   14


such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date. The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
person in whose name this Note (or one or more Predecessor Securities, as
defined in said Indenture) is registered at the close of business on the regular
record date for such interest installment, which shall be the close of business
on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO
THE PROVISIONS OF THE INDENTURE THE DEBENTURES ARE NO LONGER REPRESENTED BY A
GLOBAL NOTE -- which shall be the close of business on the 15th day of the month
in which such Interest Payment Date occurs.] If and to the extent the Issuer
shall default in the payment of the interest due on such Interest Payment Date,
interest shall be paid to the person in whose name this Note is registered at
the close of business on a subsequent record date (which shall not be less than
five Business Days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holder
of this Note not less than 15 days preceding such subsequent Record Date. The
principal of (and premium, if any) and the interest on this Note shall be
payable at the office or agency of the Trustee in the Borough of Manhattan, the
City of New York maintained for that purpose in any coin or currency of the
United States of America that at the time is legal tender for payment of public
and private debts; provided, however, that payment of interest may be made at
the option of the Issuer by check mailed to the registered Holder at such
address as shall appear in the Security Register or by wire transfer to an
account maintained by the Holder. Notwithstanding the foregoing, so long as the
Holder of this Note is the Property Trustee, the payment of the principal of
(and premium, if any) and interest on this Note will be made at such place and
to such account as may be designated by the Property Trustee.

            The indebtedness evidenced by this Note is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness, and this Note is issued subject to
the provisions of the Indenture with respect thereto. Each Holder of this Note,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.

            This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

            The provisions of this Note are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.



                                       11

<PAGE>   15


            IN WITNESS WHEREOF, the Issuer has caused this instrument to be
executed.

Dated

                                              Consumers Energy Company

[Seal]                                        By:
                                              Name:
                                              Title


Attest:

By:
Name:
Title:



                     (FORM OF CERTIFICATE OF AUTHENTICATION)

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Securities of the series of Securities described
in the within-mentioned Indenture.



                                              --------------------------------
                                              as Trustee

                                              By
                                               Authorized Signatory



                            (FORM OF REVERSE OF NOTE)

            This Note is one of a duly authorized series of Securities of the
Issuer (herein sometimes referred to as the "Notes"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of January 1, 1996, duly executed and delivered between
the Issuer and The Bank of New York, a New York banking corporation, as Trustee
(the "Trustee"), as supplemented by certain supplemental indentures, including
the Fourth Supplemental Indenture dated as of May 31, 2001, between the Issuer
and the Trustee (the Indenture as so supplemented, the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made




                                       12

<PAGE>   16

for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the Notes.
By the terms of the Indenture, the Notes are issuable in series that may vary as
to amount, date of maturity, rate of interest and in other respects as provided
in the Indenture. This series of Notes is limited in aggregate principal amount
as specified in said Fourth Supplemental Indenture.

            The Issuer shall have the right to redeem this Note at the option of
the Issuer, without premium or penalty, in whole or in part at any time on or
after June 30, 2001 or at any time in certain circumstances upon the occurrence
of a Special Event, at a redemption price equal to 100% of the principal amount
plus any accrued but unpaid interest, to the date of such redemption. Any
redemption pursuant to this paragraph will be made upon not less than 30 days
nor more than 60 days' notice. If the Notes are only partially redeemed by the
Issuer pursuant to an Optional Redemption, the Notes will be redeemed pro rata.

            In the event of redemption of this Note in part only, a new Note or
Notes of this series for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

            In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

            The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes and other Indenture securities of each
series affected at the time Outstanding and affected (voting as one class), as
defined in the Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Notes; provided, however, that the
Company and the Trustee may not, without the consent of the Holder of each Note
then Outstanding and affected thereby: (a) change the time of payment of the
principal (or any installment) of any Note, or reduce the principal amount
thereof, or reduce the rate or change the time of payment of interest thereon,
or impair the right to institute suit for the enforcement of any payment on any
Note when due or (b) reduce the percentage in principal amount of the Notes, the
consent of whose Holders is required for any such modification or for any waiver
provided for in the Indenture. The Indenture also contains provisions providing
that prior to the acceleration of the maturity of any Note or other securities
outstanding under the Indenture, the Holders of a majority in aggregate
principal amount of Notes of and other Securities Outstanding under the
Indenture with respect to which a default or/an Event of Default shall have
occurred and be continuing (voting as one class) may on behalf of the Holders of
all such affected Securities (including the Notes) waive any past default and
its consequences, except a default or an Event of Default in respect of a
covenant or provision of the Indenture or of any Note or other Security which
cannot be modified or amended without the consent of the Holder of each Note or
other Security affected. Any such consent or waiver by the registered Holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this


                                       13

<PAGE>   17


Note and of any Note issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.

            No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.

            The Issuer shall have the right at any time during the term of the
Notes and from time to time to extend the interest payment period of such Notes
for up to 20 consecutive quarters (an "Extended Interest Payment Period"), at
the end of which period the Issuer shall pay all interest then accrued and
unpaid (together with interest thereon at the rate specified for the Notes to
the extent that payment of such interest is enforceable under applicable law).
Before the termination of any such Extended Interest Payment Period, the Issuer
may further extend such Extended Interest Payment Period, provided that such
Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 20 consecutive quarters. At the termination of any such
Extended Interest Payment Period and upon the payment of all accrued and unpaid
interest and any additional amounts then due, the Issuer may commence a new
Extended Interest Payment Period.

            As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable by the registered Holder hereof on
the Security Register of the Issuer, upon surrender of this Note for
registration of transfer at the office or agency of the Trustee in the City and
State of New York accompanied by a written instrument or instruments of transfer
in form satisfactory to the Issuer or the Trustee duly executed by the
registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such transfer,
but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.

            Prior to due presentment for registration of transfer of this Note,
the Issuer, the Trustee, any paying agent and the Security Registrar may deem
and treat the registered holder hereof as the absolute owner hereof (whether or
not this Note shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Security Registrar) for the purpose
of receiving payment of or on account of the principal hereof and premium, if
any, and interest due hereon and for all other purposes, and neither the Issuer
nor the Trustee nor any paying agent nor any Security Registrar shall be
affected by any notice to the contrary.

            No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Issuer or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.




                                       14
<PAGE>   18


            Notes of this series so issued are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations herein and therein
set forth, Notes of this series so issued are exchangeable for a like aggregate
principal amount of Notes of this series in authorized denominations, as
requested by the Holder surrendering the same.

            All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                              [END OF FORM OF NOTE]

                                   ARTICLE IX.
                             ORIGINAL ISSUE OF NOTES

SECTION 9.1.       Original Issue of Notes.


            Notes in the aggregate principal amount of $128,866,000 may, upon
execution of this Fourth Supplemental Indenture, be executed by the Issuer and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Issuer,
in accordance with Section 2.4 of the Indenture.


                                   ARTICLE X.
                                  MISCELLANEOUS

SECTION 10.1       Provisions of Indenture for the Sole Benefit of Parties and
                   Holders of Trust Securities.

            Notwithstanding Section 13.2 of the Indenture, for so long as any
Trust Securities remain outstanding, the Issuer's obligations under the
Indenture and this Fourth Supplemental Indenture will also be for the benefit of
the holders of the Trust Securities, and the Issuer acknowledges and agrees that
such holders will be entitled to enforce certain payment obligations under the
Notes directly against the Issuer to the extent provided in the Declaration.

SECTION 10.2       Ratification of Indenture.

            The Indenture, as supplemented by this Fourth Supplemental
Indenture, is in all respects ratified and confirmed, and this Fourth
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.




                                       15

<PAGE>   19


SECTION 10.3.      Trustee Not Responsible for Recitals.

            The recitals herein contained are made by the Issuer and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Fourth Supplemental Indenture.

SECTION 10.4.      Governing Law.


            This Fourth Supplemental Indenture and each Note shall be deemed to
be a contract made under the internal laws of the State of Michigan, and for all
purposes shall be construed in accordance with the laws of said State; provided,
however, that the rights, duties and obligations of the Trustee are governed and
construed in accordance with the laws of the State of New York.

SECTION 10.5.      Separability.

            In case any one or more of the provisions contained in this Fourth
Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Fourth
Supplemental Indenture or of the Notes, but this Fourth Supplemental Indenture
and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.

SECTION 10.6.      Counterparts.

            This Fourth Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.



                                       16

<PAGE>   20


            IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed on the date or dates indicated in the
acknowledgments and as of the day and year first above written.

                                    Consumers Energy Company


                                    By: /s/ Alan M. Wright
                                        Name:  Alan M. Wright
                                        Title: Executive Vice President,
                                               Chief Financial Officer and Chief
                                               Administrative Officer


[Seal]
Attest:


By: /s/ Adam Norlander


                                    The Bank of New York, as Trustee


                                    By: /s/ Paul Schmalzel
                                        Name:  Paul Schmalzel
                                        Title: Vice President





                                       17


<PAGE>   21



STATE OF MICHIGAN        )
                )ss.
COUNTY OF WAYNE          )


      On the 31st day of May, 2001, before me personally came Alan M. Wright,
to me known, who, being by me duly sworn, did depose and say that he resides at
Ann Arbor, Michigan; that he is Executive Vice President, Chief Financial
Officer and Chief Administrative Officer of Consumers Energy Company, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate; that it was so affixed by authority of the Board of Directors of
said corporation; and that he signed his name thereto by like authority.


[Notarial Seal]

/s/ Leslie C. Higdon

Notary Public,      Wayne     County,      Michigan

My Commission Expires: 10/5/04




                                       18
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(G)
<SEQUENCE>4
<FILENAME>k61427ex4-g.txt
<DESCRIPTION>CERTIFICATE OF TRUST
<TEXT>

<PAGE>   1

                                                                  EXHIBIT (4)(G)

                              CERTIFICATE OF TRUST
                                       OF
                      CONSUMERS ENERGY COMPANY FINANCING V

         The undersigned, constituting all of the trustees of Consumers Energy
Company Financing V, desiring to form a business trust pursuant to the Delaware
Business Trust Act, 12 Del. C. Section 3801, et seq., hereby certify as follows:

         (a)       Name. The name of the business trust being formed hereby (the
                   "Trust") is "Consumers Energy Company Financing V."

         (b)       Delaware Trustee. The Name and business address of the
                   trustee of the Trust which has its principal place of
                   business in the State of Delaware are as follows:

                   The Bank of New York (Delaware)
                   White Clay Center, Route 273
                   Newark, Delaware  19711

         (c)       Effective Date. This Certificate of Trust shall be effective
                   as of the date of filing with the Secretary of State of the
                   State of Delaware.

Dated:  June 6, 2001

         IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust,
have executed this Certificate of Trust as of the date first above written.


                                      /s/Alan M. Wright
                                     Alan M. Wright, as Regular Trustee


                                      /s/Thomas A. McNish
                                     Thomas A. McNish, as Regular Trustee



                                     The Bank of New York (Delaware), as
                                                Delaware Trustee


                                     By: /s/Michael Santino
                                        Name:  Michael Santino
                                        Title: SVP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(H)
<SEQUENCE>5
<FILENAME>k61427ex4-h.txt
<DESCRIPTION>CERTIFICATE OF TRUST
<TEXT>

<PAGE>   1


                                                                  EXHIBIT (4)(H)


                              CERTIFICATE OF TRUST
                                       OF
                     CONSUMERS ENERGY COMPANY FINANCING VI

         The undersigned, constituting all of the trustees of Consumers Energy
Company Financing VI, desiring to form a business trust pursuant to the Delaware
Business Trust Act, 12 Del. C. Section 3801, et seq., hereby certify as follows:

         (a)       Name. The name of the business trust being formed hereby (the
                   "Trust") is "Consumers Energy Company Financing VI."

         (b)       Delaware Trustee. The Name and business address of the
                   trustee of the Trust which has its principal place of
                   business in the State of Delaware are as follows:

                   The Bank of New York (Delaware)
                   White Clay Center, Route 273
                   Newark, Delaware  19711

         (c)       Effective Date. This Certificate of Trust shall be effective
                   as of the date of filing with the Secretary of State of the
                   State of Delaware.

Dated:  June 6, 2001

         IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust,
have executed this Certificate of Trust as of the date first above written.



                                     /s/Alan M. Wright
                                     Alan M. Wright, as Regular Trustee


                                     /s/Thomas A. McNish
                                     Thomas A. McNish, as Regular Trustee


                                     The Bank of New York (Delaware), as
                                              Delaware Trustee

                                     By: /s/Michael Santino
                                        Name:  Michael Santino
                                        Title: SVP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.(A)
<SEQUENCE>6
<FILENAME>k61427ex5-a.txt
<DESCRIPTION>OPINION OF MICHAEL D. VANHEMERT
<TEXT>

<PAGE>   1
                                                                  EXHIBIT (5)(a)


                                  June 7, 2001


Consumers Energy Company
Consumers Energy Company Financing V
Consumers Energy Company Financing VI
212 West Michigan Avenue
Jackson, Michigan 49201

                     RE: Registration Statement on Form S-3

Ladies and Gentlemen:

         I refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by Consumers Energy Company (the "Company"), and
Consumers Energy Company Financing V and Consumers Energy Company Financing VI
(each a "Trust" and collectively, the "Trusts") with the Securities and Exchange
Commission (the "Commission"), under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of $400,000,000 of (i) trust
preferred securities of the Trusts ("Preferred Securities"); (ii) Subordinated
Debentures of the Company ("Debentures"); (iii) Senior Notes of the Company
("Senior Notes"); and (iv) the guarantee of the Preferred Securities by the
Company ("Preferred Securities Guarantee"). (The foregoing offered securities,
collectively, the "Securities".) The Preferred Securities Guarantee is to be
issued pursuant to the Preferred Securities Guarantee Agreement (the "Preferred
Securities Guarantee Agreement") to be entered into between the Company and the
Bank of New York, as trustee (the "Guarantee Trustee"). The Debentures are to be
issued under an Indenture between the Company and the Bank of New York, as
trustee (the "Indenture Trustee"), and one or more supplemental indentures
thereto (collectively, the "Debenture Indenture"). The Senior Notes are to be
issued under a Senior Note Indenture between the Company and The Chase Manhattan
Bank, as trustee (the "Senior Note Trustee") that may include one or more
supplemental indentures thereto according to the terms of the Senior Note
Indenture. Capitalized terms not otherwise defined herein have the respective
meanings specified in the Registration Statement.

                  In rendering this opinion, I have examined and relied upon a
copy of the Registration Statement. I have also examined, or have arranged for
the examination by an attorney or attorneys under my general supervision,
originals, or copies of originals certified to my satisfaction, of such
agreements, documents, certificates and other statements of governmental
officials and other instruments, and have examined such questions of law and
have satisfied myself as to such matters of fact as I have considered relevant
and necessary as a basis for this opinion. I have assumed the authenticity of
all documents submitted to me as originals, the genuineness of all signatures,
the legal



<PAGE>   2

capacity of all natural persons and the conformity with the original documents
of any copies thereof submitted to me for examination.

         Based on the foregoing, it is my opinion that:

         1.       The Company is duly incorporated and validly existing under
                  the laws of the State of Michigan.

         2.       The Company has corporate power and authority (i) to execute
                  and deliver the Preferred Securities Guarantee Agreement, the
                  Debenture Indenture, and the Senior Note Indenture, (ii) to
                  authorize and sell the Debentures pursuant to the Debenture
                  Indenture, and (iii) to authorize and sell the Senior Notes
                  pursuant to the Senior Note Indenture.

         3.       The Preferred Securities Guarantee will be a legally issued
                  and binding obligation of the Company (except to the extent
                  enforceability may be limited by applicable bankruptcy,
                  insolvency, reorganization, moratorium, fraudulent transfer or
                  other similar laws affecting the enforcement of creditors'
                  rights generally and by the effect of general principals of
                  equity, regardless of whether enforceability is considered in
                  a proceeding in equity or at law) when (i) the Registration
                  Statement, as finally amended (including any necessary
                  post-effective amendment) shall have become effective under
                  the Securities Act; (ii) the Preferred Securities Guarantee
                  shall have been qualified under the Trust Indenture Act of
                  1939, as amended (the "Trust Indenture Act"), and duly
                  executed and delivered by the Company and the Guarantee
                  Trustee; (iii) the Preferred Securities shall have been
                  legally issued; and (iv) the Preferred Securities Guarantee
                  shall have been duly executed and delivered as provided in the
                  Preferred Securities Guarantee Agreement.

         4.       The Debentures will be legally issued and binding obligations
                  of the Company (except to the extent enforceability may be
                  limited by applicable bankruptcy, insolvency, reorganization,
                  moratorium, fraudulent transfer or other similar laws
                  affecting the enforcement of creditors' rights generally and
                  by the effect of general principles of equity, regardless of
                  whether enforceability is considered in a proceeding in equity
                  or at law) when (i) the Registration Statement, as finally
                  amended (including any necessary post-effective amendments)
                  shall have become effective under the Securities Act, and the
                  Debenture Indenture shall have been qualified under the Trust
                  Indenture Act, and duly executed and delivered by the Company
                  and the Indenture Trustee; (ii) the Company's Board of
                  Directors or duly authorized committee thereof shall have duly
                  adopted final resolutions authorizing the issuance and sale of
                  the Debentures, as contemplated by the Registration Statement
                  and the Debenture Indenture; and (iii) the Debenture Indenture
                  under which such Debentures are to be issued shall have been
                  duly executed as provided in such resolutions and



<PAGE>   3

                  the Debentures shall have been duly executed and authenticated
                  as provided in the Indenture, and shall have been duly
                  delivered to the purchasers thereof against payment of the
                  agreed consideration therefor.

         5.       The Senior Notes will be legally issued and binding
                  obligations of the Company (except to the extent
                  enforceability may be limited by applicable bankruptcy,
                  insolvency, reorganization, moratorium, fraudulent transfer or
                  other similar laws affecting the enforcement of creditors'
                  rights generally and by the effect of general principles of
                  equity, regardless of whether enforceability is considered in
                  a proceeding in equity or at law) when (i) the Registration
                  Statement, as finally amended (including any necessary
                  post-effective amendments) shall have become effective under
                  the Securities Act, and the Senior Note Indenture shall have
                  been qualified under the Trust Indenture Act, and duly
                  executed and delivered by the Company and the Senior Note
                  Trustee; (ii) the Company's Board of Directors or duly
                  authorized committee thereof shall have duly adopted final
                  resolutions authorizing the issuance and sale of the Senior
                  Notes, as contemplated by the Registration Statement and the
                  Senior Note Indenture; and (iii) the Senior Note Indenture
                  under which such Senior Notes are to be issued shall have been
                  duly executed as provided in such resolutions and the Senior
                  Notes shall have been duly executed and authenticated as
                  provided in the Senior Note Indenture, and shall have been
                  duly delivered to the purchasers thereof against payment of
                  the agreed consideration therefor.

         For purposes of this opinion, I have assumed that there will be no
changes in the laws currently applicable to the Company and that such laws will
be the only laws applicable to the Company.

         I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the execution and delivery of the
Preferred Securities Guarantee or the sale of the Securities.

         The opinions expressed herein are limited to the laws of the State of
Michigan and the Federal laws of the United States of America.

          I note that each indenture and the debt securities will be governed
by, and construed in accordance with, the laws of the State of Michigan unless
the laws of another jurisdiction shall mandatorily apply. The rights, duties and
obligations of the subordinate note trustee are governed by and construed in
accordance with the laws of the state of New York.



<PAGE>   4


         I hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-3 relating to the Securities and to
all references to me included in or made a part of the Registration Statement.


                                         Very truly yours,


                                         /s/Michael D. VanHemert
                                         Michael D. VanHemert



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.(B)
<SEQUENCE>7
<FILENAME>k61427ex5-b.txt
<DESCRIPTION>OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM
<TEXT>

<PAGE>   1
                                                                  EXHIBIT (5)(b)



                                                                    June 7, 2001




Consumers Energy Company Financing V
Consumers Energy Company Financing VI
c/o Consumers Energy Company
212 West Michigan Avenue
Jackson, Michigan 49201


         Re:      Consumers Energy Company Financing V
                  Consumers Energy Company Financing VI
                  Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as special Delaware counsel to Consumers Energy Company
Financing V and Consumers Energy Company Financing VI ( each, a "Trust" and
collectively, the "Trusts"), each a statutory business trust created under the
laws of the State of Delaware, in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"), to be filed
by the Consumers Energy Company (the "Company") and the Trusts with the
Securities and Exchange Commission (the "Commission") on the date hereof under
the Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates, among other things, to the issuance and sale from time to time pursuant
to Rule 415 of the General Rules and Regulations promulgated under the Act, of
Trust Preferred Securities (the "Preferred Securities") of each of the Trusts.

         The Preferred Securities of each of the Trusts are to be issued
 pursuant to an Amended and Restated Declaration of Trust of such Trust (each, a
 "Declaration" and collectively, the "Declarations"), each such Declaration
 being among the Company, as sponsor, The Bank of New York, as property trustee
 (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee,
 and Alan M. Wright and Thomas A. McNish, as administrative trustees.


<PAGE>   2


Consumers Energy Company Financing V
Consumers Energy Company Financing VI
June 7, 2001
Page 2


         This opinion is being delivered in accordance with the requirements of
 Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used but not
 otherwise defined herein have the meanings ascribed to them in the Registration
 Statement.

         In connection with this opinion, we have examined originals or copies,
 certified or otherwise identified to our satisfaction, of (i) the Registration
 Statement, (ii) the certificates of trust of each of the Trusts as filed with
 the Secretary of State of the State of Delaware (collectively, the
 "Certificates of Trust") and (iii) the form of the Declarations. We have also
 examined originals or copies, certified or otherwise identified to our
 satisfaction, of such other documents, certificates and records as we have
 deemed necessary or appropriate as a basis for the opinions set forth herein.

         In our examination, we have assumed the legal capacity of all natural
 persons, the genuineness of all signatures, the authenticity of all documents
 submitted to us as originals, the conformity to original documents of all
 documents submitted to us as certified or photostatic copies and the
 authenticity of the originals of such copies. In making our examination of
 executed documents or documents to be executed, we have assumed that the
 parties thereto, other than the Trusts, have been duly organized and are
 validly existing and in good standing under the laws of their respective
 jurisdiction of organization and had or will have the power, corporate, trust
 or other, to enter into and perform all obligations thereunder and have also
 assumed the due authorization by all requisite action, corporate or other, and
 execution and delivery by such parties of such documents and that such
 documents constitute valid and binding obligations of such parties. In
 addition, we have assumed that the Declarations of the Trusts, will be
 established so as not to violate, conflict with or constitute a default under
 (i) any agreement or instrument to which the Company or any of the Trusts or
 their respective property is subject, (ii) any law, rule, or regulation to
 which the Company or either of the Trusts is subject, (iii) any judicial or
 administrative order or decree of any governmental authority or (iv) any
 consent, approval, license, authorization or validation of, or filing,
 recording or registration with any governmental authority. We have also assumed
 that the certificates evidencing the Preferred Securities to be issued will be
 in a form that complies with, and the terms of such Preferred Securities will
 be duly established in accordance with, the Delaware Business Trust Act. As to
 any facts material to the opinions expressed herein which were not
 independently established or verified, we have relied upon oral or written

                                        2

<PAGE>   3

Consumers Energy Company Financing V
Consumers Energy Company Financing VI
June 7, 2001
Page 3

statements and representations of officers, trustees and other representatives
of the Company, the Trusts and others.

         We do not express any opinion as to the laws of any jurisdiction other
 than the Business Trust Act of the State of Delaware.

         Based on and subject to the foregoing and to the other qualifications
 and limitations set forth herein, we are of the opinion that the Preferred
 Securities of each Trust to be offered pursuant to the Registration Statement
 (the "Offered Preferred Securities"), when (i) the Registration Statement, as
 finally amended (including all necessary post-effective amendments), has become
 effective under the Act; (ii) an appropriate prospectus with respect to the
 Offered Preferred Securities has been prepared, delivered and filed in
 compliance with the Act and the applicable rules and regulations thereunder;
 (iii) the Declaration of such Trust has been duly executed and delivered by the
 parties thereto; (iv) the terms of the Offered Preferred Securities have been
 established in accordance with the Declaration; (v) the Offered Preferred
 Securities have been issued, executed and authenticated in accordance with the
 Declaration and delivered and paid for in the manner contemplated in the
 Registration Statement or any prospectus relating thereto; and (vi) if the
 Offered Preferred Securities are to be sold pursuant to a firm commitment
 underwritten offering, the underwriting agreement with respect to the Offered
 Preferred Securities has been duly authorized, executed and delivered by the
 applicable Trust and the other parties thereto, (1) the Offered Preferred
 Securities will be duly authorized for issuance and will be validly issued,
 fully paid and nonassessable, representing undivided beneficial interests in
 the assets of such Trust and (2) the holders of the Offered Preferred
 Securities will be entitled to the same limitation of personal liability
 extended to stockholders of private corporations for profit organized under the
 Delaware General Corporation Law. We bring to your attention, however, that the
 holders of the Offered Preferred Securities may be obligated, pursuant to the
 Declaration of such Trust, to (i) provide indemnity and/or security in
 connection with, and pay taxes or governmental charges arising from, transfers
 of Offered Preferred Securities and (ii) provide security and indemnity in
 connection with the requests of or directions to the Property Trustee of such
 Trust to exercise its rights and powers under the Declaration of such Trust.



                                        3


<PAGE>   4

Consumers Energy Company Financing V
Consumers Energy Company Financing VI
June 7, 2001
Page 4

         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also hereby consent to the use of
our name under the heading "Legal Matters" in the base prospectus included in
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is ex-pressed as of the date hereof unless otherwise
expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable law.







                                    Very truly yours,


                                    /s/ Skadden, Arps, Slate, Meagher & Flom LLP




















                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>8
<FILENAME>k61427ex12.txt
<DESCRIPTION>STATEMENT RE: COMPUTATION OF RATIOS OF EARNINGS
<TEXT>

<PAGE>   1

                                                                    EXHIBIT (12)

                          CONSUMERS ENERGY CORPORATION

                       RATIO OF EARNINGS TO FIXED CHARGES
                             (MILLIONS OF DOLLARS)

<TABLE>
<CAPTION>
                                                THREE MONTHS
                                                   ENDED
                                                  MARCH 31               YEAR ENDED DECEMBER 31
                                                ------------    -----------------------------------------
                                                2001    2000    2000    1999    1998         1997    1996
                                                ----    ----    ----    ----    ----         ----    ----
<S>                                             <C>     <C>     <C>     <C>     <C>          <C>     <C>
Earnings as defined:
  Net income................................    $107    $ 94    $304    $340    $349(b)      $321    $296
                                                ----    ----    ----    ----    ----         ----    ----
  Net income (loss) after preferred
     dividends and distributions............    $ 98    $ 85    $268    $313    $312(b)      $284    $260
  Income taxes..............................    $ 61    $ 53    $148     172     158          152     150
  Exclude equity basis subsidiaries.........     (14)     (9)    (57)    (50)    (50)         (49)    (42)
  Distributed income of equity investees....      --       1      10      10      12
  Fixed charges as defined, adjusted to
     exclude capitalized interest of $1 and
     $0 million for the three months ended
     March 31, 2001 and 2000 respectively
     and $2, $0, $1, $1 and $2 million for
     the years ended December 31, 2000,
     1999, 1998, 1997 and 1996,
     respectively...........................      50      45     194     192     185          182     175
                                                ----    ----    ----    ----    ----         ----    ----
       Earnings as defined..................    $204    $184    $599    $664    $654         $606    $579
                                                ====    ====    ====    ====    ====         ====    ====
Fixed charges as defined:
  Interest on long-term debt................    $ 38      34    $141    $140    $138         $138    $139
  Estimated interest portion of lease
     rental.................................       3       3      11      11      10            9       9
  Other interest charges....................      10       8      44      41      38           36      29
                                                ----    ----    ----    ----    ----         ----    ----
       Fixed charges as defined.............    $ 51    $ 45    $196    $192    $186         $183    $177
                                                ====    ====    ====    ====    ====         ====    ====
Ratio of earnings to:(a)
  Fixed charges(a)..........................    4.00    4.09    3.06    3.46    3.16(c)      3.31    3.27
  Fixed charges & preferred dividends.......    3.40    3.41    2.57    2.99    2.52(d)      2.61    2.54
</TABLE>

- ---------------
NOTES:

(a) For purposes of computing the ratio, earnings represent net income before
    income taxes, net interest charges and the estimated interest portions of
    lease rentals, plus distributed income of equity investees less earnings
    from minority interests of equity investees. Earnings for the ratio of
    earnings to fixed charges and preferred stock dividends also includes the
    amount required to pay distributions on preferred securities and the amount
    of pretax earnings required to pay the distributions on outstanding
    preferred stock.

(b) Includes a pre-tax $66 million increase due to a one-time change in method
    of accounting for property taxes.

(c) Excludes a cumulative effect of change-in-accounting, after-tax gain of $43
    million; if included, ratio would be 3.52.

(d) Excludes a cumulative effect of change-in-accounting, after-tax gain of $43
    million; if included, ratio would be 2.81.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15
<SEQUENCE>9
<FILENAME>k61427ex15.txt
<DESCRIPTION>LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION
<TEXT>

<PAGE>   1
                                                                    EXHIBIT (15)




June 1, 2001


To Consumers Energy Company:

We are aware that Consumers Energy Company has incorporated by reference in this
registration statement its Form 10-Q for the quarter ended March 31, 2001, which
includes our report dated April 27, 2001 covering the unaudited interim
financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, this report is not considered a part of the registration
statement prepared or certified by our Firm or a report prepared or certified by
our Firm within the meaning of Sections 7 and 11 of the Act.



Very truly yours,

/s/Arthur Andersen LLC




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.(C)
<SEQUENCE>10
<FILENAME>k61427ex23-c.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>

<PAGE>   1
                                                                 EXHIBIT (23)(c)



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 2, 2001
included or incorporated by reference in CMS Energy Corporation's Form 10-K for
the year ended December 31, 2000 and to all references to our Firm included in
this registration statement.


/s/Arthur Andersen LLC


Detroit, Michigan,
      June 1, 2001.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>11
<FILENAME>k61427ex24.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 24



December 1, 2000

Mr. Alan M. Wright and
Mr. Thomas A. McNish
Consumers Energy Company
212 West Michigan Avenue
Jackson, MI 49201

We hereby appoint each of you lawful attorney for each of us and in each of our
names to sign and cause to be filed with the Securities and Exchange Commission
registration statement(s) and/or any amendment(s) thereto, including
post-effective amendment or amendments, to be accompanied in each case by a
prospectus or supplemental prospectus and any necessary exhibits with respect to
the issue and sale of up to $400 million of any debt securities of the Company
(plus an additional 20% for the purpose of covering underwriters'
over-allotments, price adjustments, or sale of additional securities).

Very truly yours,




/s/ William T. McCormick, Jr.                       /s/ Victor J. Fryling
William T. McCormick, Jr.                           Victor J. Fryling


/s/ John Deutch
John M. Deutch                                      William U. Parfet


/s/ James J. Duderstadt                             /s/ Percy A. Pierre
James J. Duderstadt                                 Percy A. Pierre


/s/ K. R. Flaherty                                  /s/ K. L. Way
Kathleen R. Flaherty                                Kenneth L. Way


/s/ Earl D. Holton                                  /s/ K. Whipple
Earl D. Holton                                      Kenneth Whipple


                              /s/ John B. Yasinsky
                                John B. Yasinsky


<PAGE>   2


Extract from the minutes of the Board of Directors of Consumers Energy Company
(the "Company") held on December 1, 2000.



Proposed Issue of Debt Securities

              Management of the Company recommended that the Company issue and
sell, from time to time, at private placement or public sale, upon competitive
bidding or a negotiated basis, or otherwise, any debt securities in the form of
notes or bonds aggregating $400 million (plus an additional 20% for the purpose
of covering underwriters' over-allotments, price adjustments, or sale of
additional securities), including but not limited to (i) senior or subordinated
debt securities, (ii) trust securities ("Trust Securities") of one or more
trusts (the "Trust"), (iii) debt securities issued solely in connection with the
sale of the Trust Securities, and (iv) the Company's guarantee of Trust
Securities of the Trust. Each series of senior debt securities could initially
be secured by the issuance of first mortgage bonds under the Company's Trust
Indenture dated as of September 1, 1945, as amended and supplemented, with The
Chase Manhattan Bank as trustee. The first mortgage bonds could be issued to The
Chase Manhattan Bank as the trustee of the Indenture dated as of February 1,
1998, as supplemented, as security for the payment of principal and interest on
the senior debt securities. One or more Trusts may be formed by the Company. The
Trust may offer Trust Securities representing interests in the Trust or Trust
assets. Any of the foregoing securities issued in a private placement may be
offered with registration rights. Management further recommended the appointment
of a Special Committee of the Board of Directors to take any and all action to
facilitate the proposed offering(s) and to assure that the securities are sold
for the best price and on the best terms obtainable in the judgment of a Special
Committee of the Board of Directors appointed for such purposes. The matter was
discussed fully.

              Upon motion duly made and seconded, the following resolutions were
thereupon unanimously adopted:

RESOLVED: That the Board of Directors authorizes the issue and sale, from time
to time, at private placement or public sale, upon competitive bidding or a
negotiated basis, or otherwise, of up to $400 million net aggregate principal
amount of any debt securities of the Company (plus an additional 20% for the
purpose of covering underwriters' over-allotments, price adjustments, or sale of
additional securities), including but not limited to (i) senior or subordinated
debt securities, (ii) Trust Securities ("Trust Securities") of one or more
Trusts (the "Trust"), (iii) debt securities issued solely in connection with the
sale of the Trust Securities and (iv) the Company's guarantee of Trust
Securities of the Trust (collectively, the "Securities") as discussed at the
meeting, each to be sold for the best price and on the best terms obtainable in
the judgment of a Special Committee of the Board of Directors appointed for such
purposes; and

RESOLVED FURTHER: That the senior debt Securities may be secured by the issuance
of one or more series of first mortgage bonds (the "First Mortgage Bonds") under
the Company's Trust Indenture dated as of September 1, 1945, as amended and
supplemented, with The Chase Manhattan Bank as trustee (the "Mortgage
Indenture"); and

RESOLVED FURTHER: That William T. McCormick, Jr., with Ken Whipple, as
alternate, is appointed to a Special Committee of this Board of Directors, which
shall have the full authority to act on behalf of the Board for the purposes



<PAGE>   3


stated in the foregoing resolution with respect to (a) determining the offering
price, any underwriting discounts and the proceeds to the Company of the
proposed issue and sale of the Securities, (b) approving the form of any
supplemental indentures or Company orders pursuant to an indenture and the form
of the debt Securities relating thereto and requesting the trustee for the
indenture to execute any such supplemental indentures or orders and authenticate
such debt Securities, and (c) authorizing the officers to take such further
actions as they may deem advisable to carry out the issue and sale of such
Securities; and

RESOLVED FURTHER: That Alan M. Wright, Thomas A. McNish and Laura L. Mountcastle
(or successors, appointed in writing, by the Chairman of the Board, Vice
Chairman of the Board or the President of the Company, and filed in the
Corporate Secretary's office) are appointed to serve, at the Company's request,
and are authorized and empowered, for and on behalf of the Company, to act as
the Company's trustees in accordance with the trust agreement, and any
amendments thereto, of the Trust; and

RESOLVED FURTHER: That the officers of the Company, and each of them, are
authorized and empowered, for and on behalf of the Company, to establish one or
more Trusts, for the purpose of issuing and selling Trust Securities; and

RESOLVED FURTHER: That the above-designated Company trustees, and each of them,
are authorized and empowered, to execute and deliver all documents, papers,
applications, agreements and instruments, including but not limited to, a
declaration of trust and/or trust agreement, and any amendments thereto, and to
do all acts and things they deem necessary or appropriate and as counsel may
advise to carry out the intent and purpose of the foregoing resolutions; and

RESOLVED FURTHER: That the officers of the Company, and each of them, are
authorized and empowered to prepare, execute, and file, or cause to be prepared
and filed, one or more Registration Statements with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, (each a "Registration
Statement") together with all documents required as exhibits to such
Registration Statement, with respect to the issue and sale of the Securities,
such registration to be in such form as may be approved by the officers
executing the same, and to do all other things necessary to make such
registration effective, including the execution and filing of any necessary or
appropriate amendments, including post-effective amendments; and

RESOLVED FURTHER: That any Securities issued in a private placement may be
offered with registration rights permitting the Company to (i) file a
Registration Statement for the resale of such Securities, or (ii) exchange, in a
registered exchange offer pursuant to a Registration Statement, such Securities
for substantially similar securities; and

RESOLVED FURTHER: That the officers of the Company, and each of them, are
authorized and empowered to appoint an institutional trustee, and any agent or
trustees necessary or appropriate in connection with the issuance and sale of
the Securities; and

RESOLVED FURTHER: That the officers of the Company, and each of them, are
authorized and directed to determine the jurisdictions in which appropriate
action shall be taken to qualify or register for sale all or such part of the
Securities of the Company as they may deem advisable; to perform on behalf of
the Company any and all such acts as they may deem necessary or advisable in
order to comply with the applicable laws of any such jurisdictions, and in
connection therewith, to execute and file all requisite papers and documents,
including but







<PAGE>   4


not limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution by such
officers or any of them of any such paper or document or the doing by them of
any act in connection with the foregoing matters shall conclusively establish
their authority therefor from the Company; and

RESOLVED FURTHER: That the officers of the Company, and each of them, are
authorized and empowered to cause the Company to make application to the New
York Stock Exchange, or on such other exchange as the officers may decide, for
the listing on such Exchange, upon notice of issuance of the Securities, and to
represent the Company in connection with any application or applications for
listing and to appear on behalf of the Company before such official or body of
said Exchange as may be appropriate, with authority to make such changes, upon
the advice of counsel, in said application(s) or in any agreements or other
papers relating thereto as may be necessary or appropriate to conform with the
requirements for listing; and

RESOLVED FURTHER: That the officers of the Company, and each of them, are
authorized and empowered to execute and deliver on behalf of the Company (i) an
indenture or indentures, including one or more supplements to any indenture, in
the form approved or authorized by the Special Committee under the corporate
seal to be thereto affixed and attested, with the trustee or trustees appointed,
such indenture or indentures, supplement or supplements and (ii) Company
guarantee or guarantees relating to the Trust Securities, each to be in such
form and content and bear such date as may be approved by the officer of the
Company executing the same, such approval to be conclusively evidenced by the
execution of said indenture or indentures, or supplement or supplements,
guarantee or guarantees; and

RESOLVED FURTHER: That the officers of the Company, and each of them, are
authorized and empowered to execute one or more underwriting agreements,
purchase agreements, or any other type of agreements between the Company and the
underwriter or representatives of the underwriters (or any agents) or an other
purchaser appointed or named in such agreement or agreements, as they may deem
appropriate for the proposed sale of the Securities and the issue and sale of
the First Mortgage Bonds; and

RESOLVED FURTHER: That each senior debt Security issued by the Company may be
secured by First Mortgage Bonds in principal amounts equal to the Securities;
and

RESOLVED FURTHER: That the officers of the Company, and each of them, in their
discretion, on its behalf, are authorized to take such action as may be
necessary or desirable, including but not limited to, the execution and delivery
on behalf of the Company of one or more supplemental indentures to the Mortgage
Indenture and the execution, delivery and authentication required with respect
to the proposed issuance of the First Mortgage Bonds, with such interest rates,
maturities and other terms as the officers may consider advisable to facilitate
the delivery thereof as security for the Company's obligation to make payments
required under the transactions contemplated by the above resolutions, which
First Mortgage Bonds will be payable only upon the events expressly designated
in the Mortgage Indenture; and

RESOLVED FURTHER: That the officers of the Company, and each of them, are
authorized and empowered to do and to perform, or cause to be done and
performed, all such acts, deeds, and things and to make, execute, and deliver,
or cause to be made, executed, and delivered, all such agreements, undertakings,
documents, instruments, or certificates in the name and on the behalf of the
Company or otherwise as each such officer may deem necessary or appropriate to
effectuate or carry out fully the purpose and intent of the foregoing
resolutions, including the performance of the obligations of the Company under
purchase agreements, underwriting agreements and sales agreements, indentures,
registration rights agreements, or other similar agreements, certificates or
declarations, the Securities, any Registration Statement or any other agreements
related to the issuance and sale of the Securities.

                                 - - - - - - -


<PAGE>   5


     I, Thomas A. McNish, Vice President and Secretary of Consumers Energy
     Company, CERTIFY that the foregoing is a true and correct copy of
     resolutions duly and regularly adopted at a meeting of the Board of
     Directors of Consumers Energy Company duly held on December 1, 2000 at
     which a quorum was in attendance and voting throughout, and that said
     resolutions have not since been rescinded but are still in full force and
     effect.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
     Company this 4th day of December 2000


                                                  /s/Thomas A. McNish
                                                  Vice President and Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.(A)
<SEQUENCE>12
<FILENAME>k61427ex25-a.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY & QUALIFICATION
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 25(a)
   --------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                    ----------------------------------------

                            THE CHASE MANHATTAN BANK
               (Exact name of trustee as specified in its charter)


NEW YORK                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

            ---------------------------------------------------------
                            CONSUMERS ENERGY COMPANY
               (Exact name of obligor as specified in its charter)

MICHIGAN                                                              38-2726431
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)

212 WEST MICHIGAN AVENUE
JACKSON, MICHIGAN                                                          49201
 (Address of principal executive offices)                             (Zip Code)

       -------------------------------------------------------------------
                                  SENIOR NOTES
                       (Title of the indenture securities)

       -------------------------------------------------------------------


<PAGE>   2


                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a) Name and address of each examining or supervising authority to
which it is subject.

               New York State Banking Department, State House, Albany, New York
               12110.

               Board of Governors of the Federal Reserve System, Washington,
               D.C., 20551

               Federal Reserve Bank of New York, District No. 2, 33 Liberty
               Street, New York, N.Y.

               Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b) Whether it is authorized to exercise corporate trust powers.

               Yes.


Item 2.  Affiliations with the Obligor.

         If the obligor is an affiliate of the trustee, describe each such
affiliation.

         None.








                                       -2-

<PAGE>   3


Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

           7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

           8. Not applicable.

           9. Not applicable.

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 1st day of June, 2001.

                                       THE CHASE MANHATTAN BANK

                                       By  /s/James P. Freeman
                                           James P. Freeman
                                           Vice President




                                      -3-


<PAGE>   4
                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2001, in
        accordance with a call made by the Federal Reserve Bank of this
        District pursuant to the provisions of the Federal Reserve Act.


<TABLE>
<CAPTION>
                                                                                                   DOLLAR AMOUNTS
                     ASSETS                                                                          IN MILLIONS
<S>                                                                                                <C>
Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ............................................................................   $ 19,899
     Interest-bearing balances ....................................................................     23,359
Securities:
Held to maturity securities .......................................................................        531
Available for sale securities .....................................................................     60,361
Federal funds sold and securities purchased under
     agreements to resell .........................................................................     50,929
Loans and lease financing receivables:
     Loans and leases held for sale ...............................................................      3,311
     Loans and leases, net of unearned income   $153,867
     Less: Allowance for loan and lease losses     2,369
     Loans and leases, net of unearned income and
     allowance ....................................................................................    151,498
Trading Assets ....................................................................................     61,673
Premises and fixed assets (including capitalized leases)...........................................      4,387
Other real estate owned ...........................................................................         39
Investments in unconsolidated subsidiaries and
     associated companies .........................................................................        429
Customers' liability to this bank on acceptances
     outstanding ..................................................................................        291
Intangible assets
        Goodwill ..................................................................................      1,839
        Other Intangible assets ...................................................................      3,479
Other assets ......................................................................................     18,598
                                                                                                      --------
TOTAL ASSETS ......................................................................................   $400,623
                                                                                                      ========
</TABLE>


                                      -4-
<PAGE>   5

<TABLE>
<S>                                                                                                       <C>
                                                       LIABILITIES
Deposits
     In domestic offices ..............................................................................   $ 131,214
     Noninterest-bearing ..........   $  52,683
     Interest-bearing .............      78,531
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ...........................................................................     112,394
     Noninterest-bearing ..........   $   5,045
     Interest-bearing .............     107,349

Federal funds purchased and securities sold under
agreements to repurchase ..............................................................................      61,321
Trading liabilities ...................................................................................      43,847
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases) ........................................................      10,309
Bank's liability on acceptances executed and outstanding ..............................................         291
Subordinated notes and debentures .....................................................................       6,030
Other liabilities .....................................................................................      12,004
TOTAL LIABILITIES .....................................................................................     377,410
Minority Interest in consolidated subsidiaries ........................................................         126

                                                     EQUITY CAPITAL

Perpetual preferred stock and related surplus .........................................................           0
Common stock ..........................................................................................       1,211
Surplus  (exclude all surplus related to preferred stock) .............................................      12,714
    Retained earnings .................................................................................       9,446
    Accumulated other comprehensive income ............................................................        (284)
Other equity capital components .......................................................................           0
TOTAL EQUITY CAPITAL ..................................................................................      23,087
                                                                                                          ---------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ..............................................   $ 400,623
                                                                                                          =========
</TABLE>

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.


                                    WILLIAM B. HARRISON JR. )
                                    DOUGLAS A. WARNER III   ) DIRECTORS
                                    LAWRENCE A. BOSSIDY     )


                                       -5-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.(B)
<SEQUENCE>13
<FILENAME>k61427ex25-b.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY & QUALIFICATION
<TEXT>

<PAGE>   1
                                                                  EXHIBIT 25(b)
================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)



                            CONSUMERS ENERGY COMPANY
               (Exact name of obligor as specified in its charter)


Michigan                                                     38-2726431
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)


212 West Michigan Avenue
Jackson, Michigan                                            49201
(Address of principal executive offices)                     (Zip code)

                                  -------------

                             Subordinated Debentures
                       (Title of the indenture securities)

================================================================================

<PAGE>   2


1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                  Name                                                    Address
- ---------------------------------------------------------------------------------------------------------------
<S>                                                           <C>
        Superintendent of Banks of the State of                           2 Rector Street, New York,
        New York                                                          N.Y.  10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York                                  33 Liberty Plaza, New York,
                                                                          N.Y.  10045

        Federal Deposit Insurance Corporation                             Washington, D.C.  20429

        New York Clearing House Association                               New York, New York   10005
</TABLE>

        (B)    WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

        Yes.

2.      AFFILIATIONS WITH OBLIGOR.

        IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

        None.

16.     LIST OF EXHIBITS.

        EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
        ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
        RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
        C.F.R. 229.10(D).

        1.     A copy of the Organization Certificate of The Bank of New York
               (formerly Irving Trust Company) as now in effect, which contains
               the authority to commence business and a grant of powers to
               exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
               Form T-1 filed with Registration Statement No. 33-6215, Exhibits
               1a and 1b to Form T-1 filed with Registration Statement No.
               33-21672 and Exhibit 1 to Form T-1 filed with Registration
               Statement No. 33-29637.)

        4.     A copy of the existing By-laws of the Trustee.  (Exhibit 4 to
               Form T-1 filed with Registration Statement No. 33-31019.)

        6.     The consent of the Trustee required by Section 321(b) of the Act.
               (Exhibit 6 to Form T-1 filed
               with Registration Statement No. 33-44051.)

        7.     A copy of the latest report of condition of the Trustee published
               pursuant to law or to the requirements of its supervising or
               examining authority.


                                      -2-

<PAGE>   3

                                    SIGNATURE



        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 6th day of June, 2001.


                                       THE BANK OF NEW YORK



                                       By:    /s/  THOMAS E. TABOR
                                           ------------------------------------
                                           Name:   THOMAS E. TABOR
                                           Title:  ASSISTANT VICE PRESIDENT


<PAGE>   4

                             Exhibit 7 to Form T-1
- --------------------------------------------------------------------------------



                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2000, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
                                                                                                Dollar Amounts
ASSETS                                                                                           In Thousands
<S>                                                                                             <C>
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency
     and coin..........................................                                           $3,083,720
   Interest-bearing balances...........................                                            4,949,333
Securities:
   Held-to-maturity securities.........................                                              740,315
   Available-for-sale securities.......................                                            5,328,981
Federal funds sold and Securities purchased
   under agreements to resell..........................                                            5,695,708
Loans and lease financing receivables:
   Loans and leases, net of unearned
     income...............36,590,456
   LESS: Allowance for loan and
     lease losses............598,536
   LESS: Allocated transfer risk
     reserve........................12,575
   Loans and leases, net of unearned income,
     allowance, and reserve............................                                           35,979,345
Trading Assets.........................................                                           11,912,448
Premises and fixed assets (including
   capitalized leases).................................                                              763,241
Other real estate owned................................                                                2,925
Investments in unconsolidated subsidiaries
   and associated companies............................                                              183,836
Customers' liability to this bank on
   acceptances outstanding.............................                                              424,303
Intangible assets......................................                                            1,378,477
</TABLE>

<PAGE>   5

<TABLE>
<S>                                                                                              <C>
Other assets...........................................                                            3,823,797
                                                                                                 -----------
Total assets...........................................                                          $74,266,429
                                                                                                 ===========

LIABILITIES
Deposits:
   In domestic offices.................................                                          $28,328,548
   Noninterest-bearing.......................12,637,384
   Interest-bearing..........................15,691,164
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           27,920,690
   Noninterest-bearing..........................470,130
   Interest-bearing..........................27,450,560
Federal funds purchased and Securities sold
   under agreements to repurchase......................                                            1,437,916
Demand notes issued to the U.S.Treasury................                                              100,000
Trading liabilities....................................                                            2,049,818
Other borrowed money:
   With remaining maturity of one year or
     less..............................................                                            1,279,125
   With remaining maturity of more than one
     year through three years..........................                                                    0
   With remaining maturity of more than
     three years.......................................                                               31,080
Bank's liability on acceptances executed and
   outstanding.........................................                                              427,110
Subordinated notes and debentures......................                                            1,646,000
Other liabilities......................................                                            4,604,478
                                                                                                 -----------
Total liabilities......................................                                          $67,824,765
                                                                                                 ===========

EQUITY CAPITAL
Common stock...........................................                                            1,135,285
Surplus................................................                                            1,008,775
Undivided profits and capital reserves.................                                            4,308,492
Net unrealized holding gains (losses) on
   available-for-sale securities.......................                                               27,768
Accumulated net gains (losses) on cash flow
   hedges                                                                                                  0
Cumulative foreign currency translation
   adjustments.........................................                                           (   38,656)
                                                                                                 -----------
Total equity capital...................................                                            6,441,664
                                                                                                 -----------
Total liabilities and equity capital...................                                          $74,266,429
                                                                                                 ===========
</TABLE>

<PAGE>   6


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                          Thomas J. Mastro

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                    --
Thomas A. Renyi       |
Alan R. Griffith      |
Gerald L. Hassell     |                            Directors
                    --

- --------------------------------------------------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.(C)
<SEQUENCE>14
<FILENAME>k61427ex25-c.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY OF PROPERTY TRUSTEE
<TEXT>

<PAGE>   1


                                                                 EXHIBIT  25(c)
================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)



                      CONSUMERS ENERGY COMPANY FINANCING V
               (Exact name of obligor as specified in its charter)


Delaware                                                     To Be Applied For
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)


212 West Michigan Avenue
Jackson, Michigan                                            49201
(Address of principal executive offices)                     (Zip code)

                                  -------------

                           Trust Preferred Securities
                       (Title of the indenture securities)

================================================================================

<PAGE>   2


1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:

         (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                  Name                                                    Address
- ---------------------------------------------------------------------------------------------------------------
<S>                                                           <C>
        Superintendent of Banks of the State of                           2 Rector Street, New York,
        New York                                                          N.Y. 10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York                                  33 Liberty Plaza, New York,
                                                                          N.Y. 10045

        Federal Deposit Insurance Corporation                             Washington, D.C. 20429

        New York Clearing House Association                               New York, New York 10005
</TABLE>

        (B)    WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

        Yes.

2.      AFFILIATIONS WITH OBLIGOR.

        IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

        None.

16.     LIST OF EXHIBITS.

        EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
        ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
        RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
        C.F.R. 229.10(D).

        1.     A copy of the Organization Certificate of The Bank of New York
               (formerly Irving Trust Company) as now in effect, which contains
               the authority to commence business and a grant of powers to
               exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
               Form T-1 filed with Registration Statement No. 33-6215, Exhibits
               1a and 1b to Form T-1 filed with Registration Statement No.
               33-21672 and Exhibit 1 to Form T-1 filed with Registration
               Statement No. 33-29637.)

        4.     A copy of the existing By-laws of the Trustee. (Exhibit 4 to
               Form T-1 filed with Registration Statement No. 33-31019.)

        6.     The consent of the Trustee required by Section 321(b) of the Act.
               (Exhibit 6 to Form T-1 filed with Registration Statement
               No. 33-44051.)

        7.     A copy of the latest report of condition of the Trustee published
               pursuant to law or to the requirements of its supervising or
               examining authority.


                                      -2-

<PAGE>   3

                                    SIGNATURE



        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 6th day of June, 2001.


                                         THE BANK OF NEW YORK



                                         By:    /s/  THOMAS E. TABOR
                                             -----------------------------------
                                             Name:   THOMAS E. TABOR
                                             Title:  ASSISTANT VICE PRESIDENT

<PAGE>   4


                             Exhibit 7 to Form T-1
- --------------------------------------------------------------------------------



                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2000, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
                                                                                                Dollar Amounts
ASSETS                                                                                           In Thousands
<S>                                                                                             <C>
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency
     and coin..........................................                                           $3,083,720
   Interest-bearing balances...........................                                            4,949,333
Securities:
   Held-to-maturity securities.........................                                              740,315
   Available-for-sale securities.......................                                            5,328,981
Federal funds sold and Securities purchased
   under agreements to resell..........................                                            5,695,708
Loans and lease financing receivables:
   Loans and leases, net of unearned
     income...............36,590,456
   LESS: Allowance for loan and
     lease losses............598,536
   LESS: Allocated transfer risk
     reserve........................12,575
   Loans and leases, net of unearned income,
     allowance, and reserve............................                                           35,979,345
Trading Assets.........................................                                           11,912,448
Premises and fixed assets (including
   capitalized leases).................................                                              763,241
Other real estate owned................................                                                2,925
Investments in unconsolidated subsidiaries
   and associated companies............................                                              183,836
Customers' liability to this bank on
   acceptances outstanding.............................                                              424,303
Intangible assets......................................                                            1,378,477
</TABLE>

<PAGE>   5

<TABLE>
<S>                                                                                              <C>
Other assets...........................................                                            3,823,797
                                                                                                 -----------
Total assets...........................................                                          $74,266,429
                                                                                                 ===========

LIABILITIES
Deposits:
   In domestic offices.................................                                          $28,328,548
   Noninterest-bearing.......................12,637,384
   Interest-bearing..........................15,691,164
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           27,920,690
   Noninterest-bearing..........................470,130
   Interest-bearing..........................27,450,560
Federal funds purchased and Securities sold
   under agreements to repurchase......................                                            1,437,916
Demand notes issued to the U.S.Treasury................                                              100,000
Trading liabilities....................................                                            2,049,818
Other borrowed money:
   With remaining maturity of one year or
     less..............................................                                            1,279,125
   With remaining maturity of more than one
     year through three years..........................                                                    0
   With remaining maturity of more than
     three years.......................................                                               31,080
Bank's liability on acceptances executed and
   outstanding.........................................                                              427,110
Subordinated notes and debentures......................                                            1,646,000
Other liabilities......................................                                            4,604,478
                                                                                                 -----------
Total liabilities......................................                                          $67,824,765
                                                                                                 ===========

EQUITY CAPITAL
Common stock...........................................                                            1,135,285
Surplus................................................                                            1,008,775
Undivided profits and capital reserves.................                                            4,308,492
Net unrealized holding gains (losses) on
   available-for-sale securities.......................                                               27,768
Accumulated net gains (losses) on cash flow
   hedges                                                                                                  0
Cumulative foreign currency translation
   adjustments.........................................                                           (   38,656)
                                                                                                 -----------
Total equity capital...................................                                            6,441,664
                                                                                                 -----------
Total liabilities and equity capital...................                                          $74,266,429
                                                                                                 ===========
</TABLE>

<PAGE>   6


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                          Thomas J. Mastro

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                    --
Thomas A. Renyi       |
Alan R. Griffith      |
Gerald L. Hassell     |                            Directors
                    --

- --------------------------------------------------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.(D)
<SEQUENCE>15
<FILENAME>k61427ex25-d.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY OF PROPERTY TRUSTEE
<TEXT>

<PAGE>   1
                                                                 EXHIBIT (25)(d)
================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)



                      CONSUMERS ENERGY COMPANY FINANCING VI
               (Exact name of obligor as specified in its charter)


Delaware                                                     To Be Applied For
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)


212 West Michigan Avenue
Jackson, Michigan                                            49201
(Address of principal executive offices)                     (Zip code)

                                  -------------

                           Trust Preferred Securities
                       (Title of the indenture securities)

================================================================================

<PAGE>   2


1.   GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
         IT IS SUBJECT.

     ---------------------------------------------------------------------------
                  Name                                        Address
     ---------------------------------------------------------------------------

     Superintendent of Banks of the          2 Rector Street, New York,
     State of New York                       N.Y.  10006, and Albany, N.Y. 12203

     Federal Reserve Bank of New York        33 Liberty Plaza, New York,
                                             N.Y.  10045

     Federal Deposit Insurance Corporation   Washington, D.C.  20429

     New York Clearing House Association     New York, New York   10005

     (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE  OBLIGOR  IS AN  AFFILIATE  OF THE  TRUSTEE,  DESCRIBE  EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS  IDENTIFIED IN PARENTHESES  BELOW, ON FILE WITH THE COMMISSION,
     ARE INCORPORATED  HEREIN BY REFERENCE AS AN EXHIBIT HERETO,  PURSUANT TO
     RULE  7A-29  UNDER THE TRUST  INDENTURE  ACT OF 1939 (THE  "ACT") AND 17
     C.F.R. 229.10(D).

     1.     A copy of the  Organization  Certificate  of The Bank of New York
            (formerly Irving Trust Company) as now in effect,  which contains
            the  authority  to  commence  business  and a grant of  powers to
            exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
            Form T-1 filed with Registration Statement No. 33-6215,  Exhibits
            1a and 1b to Form  T-1  filed  with  Registration  Statement  No.
            33-21672  and  Exhibit  1 to Form  T-1  filed  with  Registration
            Statement No. 33-29637.)

     4.     A copy of the existing By-laws of the Trustee. (Exhibit 4 to
            Form T-1 filed with Registration Statement No. 33-31019.)

     6.     The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement
            No. 33-44051.)

     7.     A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.


                                      -2-

<PAGE>   3




                                    SIGNATURE



        Pursuant to the  requirements  of the Act, the Trustee,  The Bank of New
York, a corporation  organized  and existing  under the laws of the State of New
York,  has duly caused this  statement of eligibility to be signed on its behalf
by the undersigned,  thereunto duly authorized, all in The City of New York, and
State of New York, on the 6th day of June, 2001.


                                   THE BANK OF NEW YORK



                                   By:       /s/  THOMAS E. TABOR
                                       ------------------------------------
                                       Name:    THOMAS E. TABOR
                                       Title:   ASSISTANT VICE PRESIDENT





<PAGE>   4

                             Exhibit 7 to Form T-1
- --------------------------------------------------------------------------------



                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2000, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
                                                                                                Dollar Amounts
ASSETS                                                                                           In Thousands
<S>                                                                                             <C>
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency
     and coin..........................................                                           $3,083,720
   Interest-bearing balances...........................                                            4,949,333
Securities:
   Held-to-maturity securities.........................                                              740,315
   Available-for-sale securities.......................                                            5,328,981
Federal funds sold and Securities purchased
   under agreements to resell..........................                                            5,695,708
Loans and lease financing receivables:
   Loans and leases, net of unearned
     income...............36,590,456
   LESS: Allowance for loan and
     lease losses............598,536
   LESS: Allocated transfer risk
     reserve........................12,575
   Loans and leases, net of unearned income,
     allowance, and reserve............................                                           35,979,345
Trading Assets.........................................                                           11,912,448
Premises and fixed assets (including
   capitalized leases).................................                                              763,241
Other real estate owned................................                                                2,925
Investments in unconsolidated subsidiaries
   and associated companies............................                                              183,836
Customers' liability to this bank on
   acceptances outstanding.............................                                              424,303
Intangible assets......................................                                            1,378,477
</TABLE>

<PAGE>   5

<TABLE>
<S>                                                                                              <C>
Other assets...........................................                                            3,823,797
                                                                                                 -----------
Total assets...........................................                                          $74,266,429
                                                                                                 ===========

LIABILITIES
Deposits:
   In domestic offices.................................                                          $28,328,548
   Noninterest-bearing.......................12,637,384
   Interest-bearing..........................15,691,164
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           27,920,690
   Noninterest-bearing..........................470,130
   Interest-bearing..........................27,450,560
Federal funds purchased and Securities sold
   under agreements to repurchase......................                                            1,437,916
Demand notes issued to the U.S.Treasury................                                              100,000
Trading liabilities....................................                                            2,049,818
Other borrowed money:
   With remaining maturity of one year or
     less..............................................                                            1,279,125
   With remaining maturity of more than one
     year through three years..........................                                                    0
   With remaining maturity of more than
     three years.......................................                                               31,080
Bank's liability on acceptances executed and
   outstanding.........................................                                              427,110
Subordinated notes and debentures......................                                            1,646,000
Other liabilities......................................                                            4,604,478
                                                                                                 -----------
Total liabilities......................................                                          $67,824,765
                                                                                                 ===========

EQUITY CAPITAL
Common stock...........................................                                            1,135,285
Surplus................................................                                            1,008,775
Undivided profits and capital reserves.................                                            4,308,492
Net unrealized holding gains (losses) on
   available-for-sale securities.......................                                               27,768
Accumulated net gains (losses) on cash flow
   hedges                                                                                                  0
Cumulative foreign currency translation
   adjustments.........................................                                           (   38,656)
                                                                                                 -----------
Total equity capital...................................                                            6,441,664
                                                                                                 -----------
Total liabilities and equity capital...................                                          $74,266,429
                                                                                                 ===========
</TABLE>

<PAGE>   6


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                          Thomas J. Mastro

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                    --
Thomas A. Renyi       |
Alan R. Griffith      |
Gerald L. Hassell     |                            Directors
                    --

- --------------------------------------------------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.(E)
<SEQUENCE>16
<FILENAME>k61427ex25-e.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY OF PREFERRED GUARANTEE
<TEXT>

<PAGE>   1





                                                                 EXHIBIT (25)(e)
================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)



                            CONSUMERS ENERGY COMPANY
               (Exact name of obligor as specified in its charter)


Michigan                                                  38-2726431
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)


212 West Michigan Avenue
Jackson, Michigan                                         49201
(Address of principal executive offices)                  (Zip code)

                                  -------------

                     Guarantee of Trust Preferred Securities
                     of Consumers Energy Company Financing V
                       (Title of the indenture securities)

================================================================================

<PAGE>   2


1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

        (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                  Name                                                    Address
- --------------------------------------------------------------------------------------------------------------
<S>                                                         <C>
        Superintendent of Banks of the State of                           2 Rector Street, New York,
        New York                                                          N.Y. 10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York                                  33 Liberty Plaza, New York,
                                                                          N.Y. 10045

        Federal Deposit Insurance Corporation                             Washington, D.C. 20429

        New York Clearing House Association                               New York, New York  10005
</TABLE>

        (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

        Yes.

2.      AFFILIATIONS WITH OBLIGOR.

        IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

        None.

16.     LIST OF EXHIBITS.

        EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
        ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
        RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
        C.F.R. 229.10(D).

        1.     A copy of the Organization Certificate of The Bank of New York
               (formerly Irving Trust Company) as now in effect, which contains
               the authority to commence business and a grant of powers to
               exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
               Form T-1 filed with Registration Statement No. 33-6215, Exhibits
               1a and 1b to Form T-1 filed with Registration Statement No.
               33-21672 and Exhibit 1 to Form T-1 filed with Registration
               Statement No. 33-29637.)

        4.     A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
               T-1 filed with Registration Statement No. 33-31019.)

        6.     The consent of the Trustee required by Section 321(b) of the Act.
               (Exhibit 6 to Form T-1 filed with Registration Statement No.
               33-44051.)

        7.     A copy of the latest report of condition of the Trustee published
               pursuant to law or to the requirements of its supervising or
               examining authority.


                                      -2-
<PAGE>   3




                                    SIGNATURE



        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 6th day of June, 2001.


                                   THE BANK OF NEW YORK



                                   By:    /s/ THOMAS E. TABOR
                                       ------------------------------------
                                       Name:  THOMAS E. TABOR
                                       Title: ASSISTANT VICE PRESIDENT


<PAGE>   4

                             Exhibit 7 to Form T-1
- --------------------------------------------------------------------------------



                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2000, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
                                                                                                Dollar Amounts
ASSETS                                                                                           In Thousands
<S>                                                                                             <C>
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency
     and coin..........................................                                           $3,083,720
   Interest-bearing balances...........................                                            4,949,333
Securities:
   Held-to-maturity securities.........................                                              740,315
   Available-for-sale securities.......................                                            5,328,981
Federal funds sold and Securities purchased
   under agreements to resell..........................                                            5,695,708
Loans and lease financing receivables:
   Loans and leases, net of unearned
     income...............36,590,456
   LESS: Allowance for loan and
     lease losses............598,536
   LESS: Allocated transfer risk
     reserve........................12,575
   Loans and leases, net of unearned income,
     allowance, and reserve............................                                           35,979,345
Trading Assets.........................................                                           11,912,448
Premises and fixed assets (including
   capitalized leases).................................                                              763,241
Other real estate owned................................                                                2,925
Investments in unconsolidated subsidiaries
   and associated companies............................                                              183,836
Customers' liability to this bank on
   acceptances outstanding.............................                                              424,303
Intangible assets......................................                                            1,378,477
</TABLE>

<PAGE>   5

<TABLE>
<S>                                                                                              <C>
Other assets...........................................                                            3,823,797
                                                                                                 -----------
Total assets...........................................                                          $74,266,429
                                                                                                 ===========

LIABILITIES
Deposits:
   In domestic offices.................................                                          $28,328,548
   Noninterest-bearing.......................12,637,384
   Interest-bearing..........................15,691,164
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           27,920,690
   Noninterest-bearing..........................470,130
   Interest-bearing..........................27,450,560
Federal funds purchased and Securities sold
   under agreements to repurchase......................                                            1,437,916
Demand notes issued to the U.S.Treasury................                                              100,000
Trading liabilities....................................                                            2,049,818
Other borrowed money:
   With remaining maturity of one year or
     less..............................................                                            1,279,125
   With remaining maturity of more than one
     year through three years..........................                                                    0
   With remaining maturity of more than
     three years.......................................                                               31,080
Bank's liability on acceptances executed and
   outstanding.........................................                                              427,110
Subordinated notes and debentures......................                                            1,646,000
Other liabilities......................................                                            4,604,478
                                                                                                 -----------
Total liabilities......................................                                          $67,824,765
                                                                                                 ===========

EQUITY CAPITAL
Common stock...........................................                                            1,135,285
Surplus................................................                                            1,008,775
Undivided profits and capital reserves.................                                            4,308,492
Net unrealized holding gains (losses) on
   available-for-sale securities.......................                                               27,768
Accumulated net gains (losses) on cash flow
   hedges                                                                                                  0
Cumulative foreign currency translation
   adjustments.........................................                                           (   38,656)
                                                                                                 -----------
Total equity capital...................................                                            6,441,664
                                                                                                 -----------
Total liabilities and equity capital...................                                          $74,266,429
                                                                                                 ===========
</TABLE>

<PAGE>   6


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                          Thomas J. Mastro

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                    --
Thomas A. Renyi       |
Alan R. Griffith      |
Gerald L. Hassell     |                            Directors
                    --

- --------------------------------------------------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.(F)
<SEQUENCE>17
<FILENAME>k61427ex25-f.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY OF PREFERRED GUARANTEE
<TEXT>

<PAGE>   1
                                                                 EXHIBIT (25)(f)
================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                 13-5160382
(State of incorporation                                  (I.R.S. employer
if not a U.S. national bank)                             identification no.)

One Wall Street, New York, N.Y.                          10286
(Address of principal executive offices)                 (Zip code)



                            CONSUMERS ENERGY COMPANY
               (Exact name of obligor as specified in its charter)


Michigan                                                 38-2726431
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                           identification no.)


212 West Michigan Avenue
Jackson, Michigan                                        49201
(Address of principal executive offices)                 (Zip code)

                                  -------------

                     Guarantee of Trust Preferred Securities
                    of Consumers Energy Company Financing VI
                       (Title of the indenture securities)

================================================================================

<PAGE>   2


1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:

         (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
            Name                                                              Address
- -------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>
        Superintendent of Banks of the State of                           2 Rector Street, New York,
        New York                                                          N.Y.  10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York                                  33 Liberty Plaza, New York,
                                                                          N.Y.  10045

        Federal Deposit Insurance Corporation                             Washington, D.C.  20429

        New York Clearing House Association                               New York, New York   10005
</TABLE>

        (B)    WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

        Yes.

2.      AFFILIATIONS WITH OBLIGOR.

        IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

        None.

16.     LIST OF EXHIBITS.

        EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
        ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
        RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
        C.F.R. 229.10(D).

        1.     A copy of the Organization Certificate of The Bank of New York
               (formerly Irving Trust Company) as now in effect, which contains
               the authority to commence business and a grant of powers to
               exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
               Form T-1 filed with Registration Statement No. 33-6215, Exhibits
               1a and 1b to Form T-1 filed with Registration Statement No.
               33-21672 and Exhibit 1 to Form T-1 filed with Registration
               Statement No. 33-29637.)

        4.     A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
               T-1 filed with Registration Statement No. 33-31019.)

        6.     The consent of the Trustee required by Section 321(b) of the Act.
               (Exhibit 6 to Form T-1 filed with Registration Statement
               No. 33-44051.)

        7.     A copy of the latest report of condition of the Trustee published
               pursuant to law or to the requirements of its supervising or
               examining authority.


                                      -2-

<PAGE>   3

                                    SIGNATURE



        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 6th day of June, 2001.


                                          THE BANK OF NEW YORK



                                          By:    /s/  THOMAS E. TABOR
                                             ----------------------------------
                                             Name:    THOMAS E. TABOR
                                             Title:   ASSISTANT VICE PRESIDENT

<PAGE>   4

                             Exhibit 7 to Form T-1
- --------------------------------------------------------------------------------



                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2000, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
                                                                                                Dollar Amounts
ASSETS                                                                                           In Thousands
<S>                                                                                             <C>
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency
     and coin..........................................                                           $3,083,720
   Interest-bearing balances...........................                                            4,949,333
Securities:
   Held-to-maturity securities.........................                                              740,315
   Available-for-sale securities.......................                                            5,328,981
Federal funds sold and Securities purchased
   under agreements to resell..........................                                            5,695,708
Loans and lease financing receivables:
   Loans and leases, net of unearned
     income...............36,590,456
   LESS: Allowance for loan and
     lease losses............598,536
   LESS: Allocated transfer risk
     reserve........................12,575
   Loans and leases, net of unearned income,
     allowance, and reserve............................                                           35,979,345
Trading Assets.........................................                                           11,912,448
Premises and fixed assets (including
   capitalized leases).................................                                              763,241
Other real estate owned................................                                                2,925
Investments in unconsolidated subsidiaries
   and associated companies............................                                              183,836
Customers' liability to this bank on
   acceptances outstanding.............................                                              424,303
Intangible assets......................................                                            1,378,477
</TABLE>

<PAGE>   5

<TABLE>
<S>                                                                                              <C>
Other assets...........................................                                            3,823,797
                                                                                                 -----------
Total assets...........................................                                          $74,266,429
                                                                                                 ===========

LIABILITIES
Deposits:
   In domestic offices.................................                                          $28,328,548
   Noninterest-bearing.......................12,637,384
   Interest-bearing..........................15,691,164
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           27,920,690
   Noninterest-bearing..........................470,130
   Interest-bearing..........................27,450,560
Federal funds purchased and Securities sold
   under agreements to repurchase......................                                            1,437,916
Demand notes issued to the U.S.Treasury................                                              100,000
Trading liabilities....................................                                            2,049,818
Other borrowed money:
   With remaining maturity of one year or
     less..............................................                                            1,279,125
   With remaining maturity of more than one
     year through three years..........................                                                    0
   With remaining maturity of more than
     three years.......................................                                               31,080
Bank's liability on acceptances executed and
   outstanding.........................................                                              427,110
Subordinated notes and debentures......................                                            1,646,000
Other liabilities......................................                                            4,604,478
                                                                                                 -----------
Total liabilities......................................                                          $67,824,765
                                                                                                 ===========

EQUITY CAPITAL
Common stock...........................................                                            1,135,285
Surplus................................................                                            1,008,775
Undivided profits and capital reserves.................                                            4,308,492
Net unrealized holding gains (losses) on
   available-for-sale securities.......................                                               27,768
Accumulated net gains (losses) on cash flow
   hedges                                                                                                  0
Cumulative foreign currency translation
   adjustments.........................................                                           (   38,656)
                                                                                                 -----------
Total equity capital...................................                                            6,441,664
                                                                                                 -----------
Total liabilities and equity capital...................                                          $74,266,429
                                                                                                 ===========
</TABLE>

<PAGE>   6


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                          Thomas J. Mastro

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                    --
Thomas A. Renyi       |
Alan R. Griffith      |
Gerald L. Hassell     |                            Directors
                    --

- --------------------------------------------------------------------------------


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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