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<SEC-DOCUMENT>0000950124-04-005852.txt : 20041118
<SEC-HEADER>0000950124-04-005852.hdr.sgml : 20041118
<ACCEPTANCE-DATETIME>20041118174159
ACCESSION NUMBER:		0000950124-04-005852
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		16
FILED AS OF DATE:		20041118
DATE AS OF CHANGE:		20041118

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSUMERS ENERGY CO FINANCING VI
		CENTRAL INDEX KEY:			0001141910
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-120611-02
		FILM NUMBER:		041155844

	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
		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:		1933 Act
		SEC FILE NUMBER:	333-120611
		FILM NUMBER:		041155842

	BUSINESS ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881031

	MAIL ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		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
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-120611-01
		FILM NUMBER:		041155843

	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>k89874sv3.txt
<DESCRIPTION>REGISTRATION STATEMENT ON FORM S-3
<TEXT>
<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 2004

                                                      REGISTRATION NO. _________
================================================================================
                                  UNITED STATES
                       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                      CONSUMERS ENERGY COMPANY
                                                              FINANCING V                                   FINANCING VI
      (Exact name of registrant                        (Exact name of registrant                    (Exact name of registrant
    as  specified in its charter)                     as specified in its charter)                 as specified in 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                                     52-7194937                                  52-7193813
   (I.R.S. Employer Identification No.)           (I.R.S. Employer Identification No.)         (I.R.S. Employer Identification No.)
             ONE ENERGY PLAZA                               ONE ENERGY PLAZA                             ONE ENERGY PLAZA
         JACKSON, MICHIGAN 49201                        JACKSON, MICHIGAN 49201                      JACKSON, MICHIGAN 49201
             (517) 788-0550                                 (517) 788-0550                               (517) 788-0550
    (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)
</TABLE>

                                 THOMAS J. WEBB
                          EXECUTIVE VICE PRESIDENT AND
                             CHIEF FINANCIAL OFFICER
                            CONSUMERS ENERGY COMPANY
                                ONE ENERGY PLAZA
                             JACKSON, MICHIGAN 49201
                                 (517) 788-0351
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

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

                            ROBERT C. SHROSBREE, ESQ.
                            ASSISTANT GENERAL COUNSEL
                             CMS ENERGY CORPORATION
                                ONE ENERGY PLAZA
                             JACKSON, MICHIGAN 49201
                                 (517) 768-7323

      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 of 1933, 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 of 1933, 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. [ ]

<PAGE>

                         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) .....  --------------             ---                    ---------------            --------
First Mortgage Bonds of
Consumers Energy Company ........  --------------             ---                    ---------------            --------
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 VI(5) ..  --------------             ---                    ---------------            --------
Total (6) .......................  $1,500,000,000             100%                   $ 1,500,000,000            $148,650(6)
                                   --------------             ---                    ---------------            --------
</TABLE>

(1)   There are being registered hereunder such presently indeterminate
      principal amount of senior notes, subordinated debentures and first
      mortgage bonds, as well as shares of trust preferred securities of
      Consumers Energy Company Financing V and Consumers Energy Company
      Financing VI and guarantees thereof, 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 note 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 note 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.

(6)   Prior to the filing of this registration statement, $200,000,000 aggregate
      principal amount of securities remained registered and unsold, pursuant to
      Registration Statement No. 333-73922, which was initially filed by the
      registrants on November 21, 2001. The applicable portion of the
      registration fee, $41,400 associated with such unsold securities, has been
      offset against the registration fee of $190,050 associated with the
      securities to be registered under this registration statement and such
      unsold securities are hereby deregistered. The registration fee has been
      previously paid.

   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>

                 SUBJECT TO COMPLETION, DATED NOVEMBER 18, 2004

                            CONSUMERS ENERGY COMPANY
                                  SENIOR NOTES
                              FIRST MORTGAGE BONDS
                             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: $1,500,000,000

      We may offer, from time to time:

      -     secured senior debt, unsecured senior debt or unsecured subordinated
            debt securities consisting of debentures, notes, bonds and other
            unsecured evidences 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 (the "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.

          THESE SECURITIES INVOLVE RISK. SEE "RISK FACTORS" ON PAGE 3.

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY 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 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 or sale is not permitted.

                The date of this prospectus is November 18, 2004.

<PAGE>

      NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED
BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND ANY
INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED HEREIN MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY CONSUMERS ENERGY COMPANY ("CONSUMERS")
OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH THEY RELATE OR AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES
IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED OR INCORPORATED HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                           PAGE
                                                                                                                           ----
<S>                                                                                                                        <C>
Summary...........................................................................................................           2
Risk Factors......................................................................................................           2
Where You Can Find More Information...............................................................................           2
Consumers Energy Company..........................................................................................           4
Consumers Energy Company Trusts...................................................................................           5
Use of Proceeds...................................................................................................           7
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preference Dividends.......           7
Description of Securities.........................................................................................           8
Plan of Distribution..............................................................................................          25
Legal Matters.....................................................................................................          26
Experts...........................................................................................................          26
</TABLE>

                                     SUMMARY

      This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission ("SEC") utilizing a "shelf"
registration process. Under this shelf process, we may sell any combination of
securities described in this prospectus in one or more offerings, up to a total
dollar amount of $1,500,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement containing specific information about the
terms of that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
below under the heading "Where You Can Find More Information."

                                  RISK FACTORS

      Before acquiring any of the securities that may be offered hereby, you
should carefully consider the risks discussed in the section of our Form 10-Q
for the quarter ended September 30, 2004, filed on November 4, 2004, entitled
"Forward-Looking Statements and Risk Factors," which is incorporated in this
document by reference. You should also consider the risk factors listed in the
accompanying prospectus supplement or supplements and you should read this
prospectus and the accompanying prospectus supplement or supplements carefully
before you invest.

                       WHERE YOU CAN FIND MORE INFORMATION

      We file reports, proxy statements and other information with the SEC under
File No. 1-5611. 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 we
file 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

                                        2
<PAGE>

New York Stock Exchange, 20 Broad Street, New York, New York 10005. You can find
additional information about us, including our Annual Report on Form 10-K for
the year ended December 31, 2003 and our Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 on the Web
site of our parent company at http://www.cmsenergy.com. The information on this
Web site is not a part of this prospectus.

      We are "incorporating by reference" information into this prospectus. This
means that we are 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
superseded by information in this prospectus. This prospectus incorporates by
reference the documents set forth below that we have previously filed with the
SEC. These documents contain important information about us and our finances.

      -     Annual Report on Form 10-K/A for the year ended December 31, 2003
            filed on July 21, 2004

      -     Quarterly Report on Form 10-Q for the quarter ended March 31, 2004
            filed on May 7, 2004, Quarterly Report on Form 10-Q for the quarter
            ended June 30, 2004 filed on August 6, 2004 and Quarterly Report on
            Form 10-Q for the quarter ended September 30, 2004 filed on November
            4, 2004

      -     Current Reports on Form 8-K filed on January 22, 2004, March 18,
            2004, June 3, 2004, August 20, 2004, September 1, 2004, October 6,
            2004, October 12, 2004, October 13, 2004 and October 19, 2004

      The documents filed by us with the SEC pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") between
the date of the initial filing of the registration statement of which this
prospectus is a part and the effectiveness of the registration statement, as
well as subsequent to the date of this prospectus, but prior to its termination,
are also incorporated by reference into this prospectus.

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

Consumers Energy Company
One Energy Plaza
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. We have 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."

      -     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 Exchange Act, 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."

                                        3
<PAGE>

                            CONSUMERS ENERGY COMPANY

      Consumers primarily consists of electric and gas utility operations.
Consumers was formed in Michigan in 1968 and is the successor to a corporation
organized in Maine in 1910, which did business in Michigan from 1915 to 1968.
Industries in Consumers' service areas include automotive, metal, chemical, food
and wood products and a diversified group of other industries. Consumers'
consolidated operating revenue was $4.435 billion in 2003, $4.169 billion in
2002, and $3.976 billion in 2001.

   ELECTRIC UTILITY OPERATIONS

      Consumers' electric utility operating revenue was $2.590 billion in 2003,
$2.648 billion in 2002, and $2.633 billion in 2001. Based on the average number
of customers, Consumers' electric utility operations, if independent, would be
the thirteenth largest electric utility company in the United States. The
electric operations of Consumers include the generation, purchase, distribution
and sale of electricity. In 2003, total electric sales were 36 billion
kilowatt-hours ("kWh") and retail open access deliveries were 3 billion kWh. At
year-end 2003, it served customers in 61 of the 68 counties of Michigan's Lower
Peninsula. Principal cities served include Battle Creek, Flint, Grand Rapids,
Jackson, Kalamazoo, Midland, Muskegon and Saginaw. Consumers' electric utility
customer base includes a mix of residential, commercial and diversified
industrial customers, the largest segment of which is the automotive industry.
Consumers' electric operations are not dependent upon a single customer, or even
a few customers, and the loss of any one or even a few of such customers is not
reasonably likely to have a material adverse effect on its financial condition.

      At December 31, 2003, Consumers owned and operated 30 electric generating
plants with an aggregate of 6,431 megawatts ("MW") of capacity. Also, in 2003,
Consumers purchased up to 2,353 MW of net capacity from other power producers,
which amounted to 30.5% of Consumers' total system requirements, the largest of
which was the Midland Cogeneration Venture Limited Partnership in which
Consumers has a 49% interest through CMS Midland, Inc. ("MCV Partnership").
Consumers also owns:

            -     347 miles of high voltage distribution radial lines operating
                  at 120 kilovolts and above;

            -     4,164 miles of high voltage distribution overhead lines
                  operating at 23 kilovolts and 46 kilovolts;

            -     16 subsurface miles of high voltage distribution underground
                  lines operating at 23 kilovolts and 46 kilovolts;

            -     54,922 miles of electric distribution overhead lines;

            -     8,526 subsurface miles of underground distribution lines; and

            -     substations having an aggregate transformer capacity of
                  20,605,680 kilovoltamperes.

      Consumers generates electricity principally from coal and nuclear fuel.
Consumers has four generating plant sites that use coal as a fuel source and
constituted 76% of its baseload capacity in 2003. In 2003, these plants produced
a combined total of 20,091 million kWhs of electricity and burned 10.1 million
tons of coal. Consumers owns Palisades, an operating nuclear power plant located
near South Haven, Michigan. In May 2001, with the approval of the Nuclear
Regulatory Commission, Consumers transferred its authority to operate Palisades
to the Nuclear Management Company ("NMC"). The Palisades nuclear fuel supply
responsibilities are under the control of NMC acting as agent for Consumers.
During 2003, Palisades' net generation was 6,151 million kWhs, constituting
23.3% of Consumers' baseload supply.

   GAS UTILITY OPERATIONS

      Consumers' gas utility operating revenue was $1.845 billion in 2003,
$1.519 billion in 2002, and $1.338 billion in 2001. Based on the average number
of customers, Consumers' gas utility operations, if independent, would be the
tenth largest gas utility company in the United States. Consumers' gas utility
operations purchase, transport, store, distribute and sell natural gas. In 2003,
total deliveries of natural gas sold by Consumers and by other sellers who
deliver natural gas through Consumers' pipeline and distribution network to
ultimate customers, including the MCV Partnership, totaled 388 billion cubic
feet ("bcf"). As of December 31, 2003, Consumers was authorized to provide
service in 54 of the 68 counties in Michigan's Lower Peninsula. Principal cities
served include Bay City, Flint, Jackson, Kalamazoo, Lansing, Pontiac and
Saginaw, as well as the suburban Detroit area, where nearly 900,000 of the gas
customers are located. Consumers' gas operations are not dependent upon a single
customer, or even a few customers, and the loss of any one or even a few of such
customers is not reasonably likely to have a material adverse effect on its
financial condition.

      Consumers' gas distribution and transmission system consists of:

            -     25,055 miles of distribution mains throughout Michigan's Lower
                  Peninsula;

            -     2,408 miles of transmission lines throughout Michigan's Lower
                  Peninsula;

            -     7 compressor stations with a total of 162,000 installed
                  horsepower; and

            -     14 gas storage fields located across Michigan with an
                  aggregate storage capacity of 331 bcf and a working storage
                  capacity of 130 bcf.

                                       4
<PAGE>

      Total 2003 purchases of gas supply included 66% from United States
producers outside Michigan, 22% from Canadian producers and 3% from Michigan
producers. Authorized suppliers in the gas customer choice program supplied the
remaining 9% of gas delivered by Consumers. Consumers also has firm
transportation agreements with independent pipeline companies for the delivery
of gas. Consumers uses these agreements to deliver gas to Michigan for ultimate
deliveries to market. In total, Consumers' firm transportation and city gate
arrangements are capable of delivering over 95% of Consumers' total gas supply
requirements.

      The foregoing information concerning Consumers does not purport to be
comprehensive. For additional information concerning Consumers' business and
affairs, including its capital requirements and external financing plans,
pending legal and regulatory proceedings and descriptions of certain laws and
regulations to which Consumers is subject, prospective purchasers should refer
to the documents incorporated herein by reference. See "Where You Can Find More
Information" above.

      The address of Consumers' principal executive offices is One Energy Plaza,
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 that
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.

                                       5
<PAGE>

      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 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 debentures 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 debentures. 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, One Energy Plaza, Jackson, Michigan 49201.

                                       6
<PAGE>

                                 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, first mortgage bonds 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.

                     RATIO OF EARNINGS TO FIXED CHARGES AND
      RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE DIVIDENDS

      The ratios of earnings to fixed charges and the ratios of earnings to
combined fixed charges and preference dividends for the nine months ended
September 30, 2004 and each of the years ended December 31, 1999 through 2003,
are as follows:

<TABLE>
<CAPTION>
                                           NINE MONTHS
                                              ENDED
                                           SEPTEMBER 30,        YEAR ENDED DECEMBER 31,
                                              2004        2003   2002      2001   2000  1999
                                           -------------  ----  -------  -------  ----  ----
<S>                                        <C>            <C>   <C>      <C>      <C>   <C>
Ratio of earnings to: (a)
Fixed charges..............................    1.98       2.25  3.59(b)  2.28(c)  2.90  3.46
Combined fixed charges and preference
dividends..................................    1.98       2.23  2.88(b)  1.87(c)  2.44  2.99
</TABLE>

- ----------

(a)   For purposes of computing the ratio, earnings represent the sum of pretax
      income, net interest charges and the estimated interest portions of lease
      rentals, plus distributed income of equity investees less earnings from
      equity investees. Earnings for the ratio of earnings to combined fixed
      charges and preference 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 $18
      million: if included, ratio would be unchanged, since the change in
      accounting resulted from the equity-based subsidiary, MCV Partnership. The
      total net income of equity-based subsidiaries are excluded from
      determining earnings as defined.

(c)   Excludes a cumulative effect of change in accounting after-tax loss of $11
      million; if included, ratio would be 1.81.

                                       7
<PAGE>

                            DESCRIPTION OF SECURITIES

INTRODUCTION

      Specific terms of the debt securities consisting of the senior notes,
first mortgage bonds or subordinated debentures, or the trust preferred
securities, or any combination of these securities, and 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, any interest rate
            (which may be fixed or variable), the time or method of calculating
            any 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 note indenture. The first
mortgage bonds will be issued under a mortgage indenture. The subordinated
debentures will be issued under a subordinated debt indenture. The senior note
indenture, the mortgage 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 note indenture will be JPMorgan Chase Bank, N.A., the
trustee under the mortgage indenture will be JPMorgan Chase Bank, N.A. 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;

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

                                       8
<PAGE>

      -     the maturity date or dates;

      -     any interest rate or the method of computing any 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;

      -     any 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 any
            terms and 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 JPMorgan Chase Bank, N.A., the trustee under the senior note
indenture for the senior notes, JPMorgan Chase Bank, N.A., the trustee under the
mortgage indenture for the first mortgage bonds, 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 of the applicable
trustee 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 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 applicable prospectus supplement.

Governing Law

                                       9
<PAGE>

      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 senior notes will be issued under a senior note indenture dated as of
February 1, 1998, as supplemented (the "senior note indenture") with JPMorgan
Chase Bank, N.A., as the senior note trustee. 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 "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, and 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, and 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 JPMorgan Chase
Bank, N.A. 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 "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."

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;

                                       10
<PAGE>

            (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 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.

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;

                                       11
<PAGE>

            (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 bonds 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 first 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 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.

                                       12
<PAGE>

      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, 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 Leaseback Transactions" below), does not exceed the
greater of 15% of Net Tangible Assets or 15% of Capitalization.

Limitation on Sale and Leaseback Transactions

                                       13
<PAGE>

      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.

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 or
            improvement funds requirements (to the extent not otherwise
            eliminated) under the mortgage indenture 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
            indenture 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;

                                       14
<PAGE>

      -     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; and

      -     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 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

      JPMorgan Chase Bank, N.A. is both the senior note trustee under the senior
note indenture and the mortgage trustee under the mortgage indenture. 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.

FIRST MORTGAGE BONDS

General

      The first mortgage bonds issued either alone or securing senior notes will
be issued under a mortgage indenture dated as of September 1, 1945, as amended
and supplemented (the "mortgage indenture"), with JPMorgan Chase Bank, N.A., 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 mortgage trustee or, in the case of first mortgage bonds being
issued to secure senior notes, the request should be made to the senior note
trustee.

      First mortgage bonds securing senior notes are to be issued under the
mortgage indenture 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 "Senior Notes -
Voting Of Senior Note Mortgage Bonds Held By the Senior Note Trustee."

      First mortgage bonds securing senior notes will correspond to the senior
notes of the 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 issued either alone or 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

                                       15
<PAGE>

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 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 Indenture

      The mortgage indenture, the rights and obligations of Consumers and the
rights of the first mortgage bondholders may be modified by Consumers with the
consent of the holders of 75% in principal amount of the first mortgage 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 first mortgage bondholder
without the first mortgage 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 indenture in order to substitute a majority in
principal amount of first mortgage bonds outstanding under the mortgage
indenture for the 75% requirement set forth above (and then only in respect of
such series of outstanding first mortgage 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

      JPMorgan Chase Bank, N.A. is both the mortgage trustee under the mortgage
indenture and the senior note trustee under the senior note indenture. 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 first mortgage 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 first mortgage bondholder has the right to institute any
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 first mortgage 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

                                       16
<PAGE>

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 first mortgage bonds.

Defaults

      The mortgage indenture 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 dated as of January 1, 1996, as supplemented (the "subordinated debt
indenture"), with The Bank of New York, as subordinated debt trustee, 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;

      -     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

                                       17
<PAGE>

      -     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.

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 and (b) payments under Consumers' guarantees of trust securities), if
at such time (1) there shall have occurred any event of which Consumers has
actual knowledge (a) that 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.

Events of Default

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

      -     failure to pay any 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
            subordinated notes of such series;

      -     failure to perform for 60 days after notice any other covenant in
            the subordinated debt indenture other than a covenant included in
            the subordinated debt 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

                                       18
<PAGE>

      -     if subordinated debentures are issued by a trust, 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.

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 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 any interest on
            such subordinated debentures; or

      -     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.

                                       19
<PAGE>

      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 debenture 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 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 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 into 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);

                                       20
<PAGE>

      -     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 that the trust shall have authority
to issue will be pursuant to the terms of the amended and restated Declaration
of Trust.

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 provides 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

                                       21
<PAGE>

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.

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 are
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 therefor 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 therefor 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 for 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 therefor.

      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.

                                       22
<PAGE>

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 of, or 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 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.

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

                                       23
<PAGE>

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.

                                       24
<PAGE>

                              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 of 1933, as amended (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
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,

                                       25
<PAGE>

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 applicable 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 MATTERS

      Opinions as to the legality of certain of the offered securities will be
rendered for Consumers by Robert C. Shrosbree, 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, Vice President and Tax Counsel for CMS Energy Corporation, or by
special tax counsel to Consumers and of the trust, who will be named in the
applicable 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 appearing
in Consumers' Annual Report (Form 10-K/A) for the year ended December 31, 2003
have been audited by Ernst & Young LLP, independent registered public accounting
firm, as set forth in their report thereon included therein and incorporated
herein by reference, and are based in part on the reports of
PricewaterhouseCoopers LLP for 2003 and 2002, independent registered public
accounting firm, and Arthur Andersen LLP (who have ceased operations) for 2001,
independent accountants, for the MCV Partnership. Such consolidated financial
statements and schedule are incorporated herein by reference in reliance upon
such reports given on the authority of such firms as experts in accounting and
auditing.

      The consolidated financial statements of the MCV Partnership as of and for
the years ended December 31, 2003 and 2002, not separately presented or
incorporated by reference in this prospectus, have been audited by
PricewaterhouseCoopers LLP, independent registered public accounting firm, as
stated in their report appearing in Consumers' Annual Report on Form 10-K/A for
the year ended December 31, 2003, which report is incorporated by reference
herein.

      The audited consolidated financial statements of the MCV Partnership for
the year ended December 31, 2001, not separately presented or incorporated by
reference in this prospectus, have been audited by Arthur Andersen LLP,
independent accountants. Arthur Andersen LLP has not consented to the inclusion
of their report on the financial statements of the MCV Partnership for the year
ended December 31, 2001 in this prospectus, and we have dispensed with the
requirement to file their consent in reliance upon Rule 437a under the
Securities Act. Because Arthur Andersen LLP has not consented to the
incorporation by reference of their report in this prospectus, you will not be
able to recover against Arthur Andersen LLP under Section 11 of the Securities
Act for any untrue statements of a material fact contained in the financial
statements audited by Arthur Andersen LLP or any omissions to state a material
fact required to be stated therein.

      Future consolidated financial statements of Consumers and the reports
thereon of Ernst & Young 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.

                                       26
<PAGE>

                                    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..........................................      $148,650
*Trustees expenses........................................................................        15,000
*Printing and Engraving...................................................................       200,000
*Services of counsel......................................................................        35,000
*Services of registered public accounting firms...........................................        10,000
*Rating Agency Fees, Collateral Agent's and Purchase Contract Agent's Fees................       240,000
*Blue Sky fees and expenses...............................................................        10,000
*Miscellaneous............................................................................        10,000
                                                                                                --------
          Total...........................................................................      $668,650
                                                                                                ========
</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 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

                                      II-1
<PAGE>

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>

ITEM 16. EXHIBITS.

      Exhibits listed below which have been filed with the SEC are incorporated
herein by reference with the same effect as if filed with this registration
statement.

<TABLE>
<CAPTION>
  EXHIBIT
     NO.                                 DESCRIPTION
- ------------   -----------------------------------------------------------------
<S>            <C>
*(1)(a)        -- Form of Underwriting Agreement with respect to the trust
                  preferred securities. (Previously filed with Consumers'
                  Registration Statement on Form S-3, dated October 20, 1999 as
                  Exhibit (1)(a).)

*(1)(b)        -- Form of Underwriting Agreement with respect to the offered
                  securities (other than the trust preferred securities).
                  (Previously filed with Consumers' Registration Statement on
                  Form S-3, dated June 7, 2001 as Exhibit (1)(b).)

*(4)(a)        -- Restated Articles of Incorporation of Consumers. (Previously
                  filed with Consumers' Form 10-K for the year ended December
                  31, 2000 as Exhibit (3)(c).)

*(4)(b)        -- By-Laws of Consumers (Previously filed with Consumers' Form
                  8-K dated October 6, 2004 as Exhibit (3)(b).)

*(4)(c)        -- Indenture dated as of January 1, 1996 between Consumers Energy
                  Company and The Bank of New York, as Trustee. (Previously
                  filed with Consumers' Form 10-K for the year ended December
                  31, 1995 as Exhibit (4)(b).)

               -- Indentures Supplemental thereto:

*(4)(c)(i)     -- 1st dated as of January 18, 1996 (Previously filed with
                  Consumers' Form 10-K for the year ended December 31, 1995 as
                  Exhibit (4)(b).)

*(4)(c)(ii)    -- 2nd dated as of September 4, 1997 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 1997
                  as Exhibit (4)(a).)

*(4)(c)(iii)   -- 3rd dated as of November 4, 1999 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 1999
                  as Exhibit (4)(a).)

*(4)(c)(iv)    -- 4th dated as of May 31, 2001 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 2001
                  as Exhibit (4)(a).)

*(4)(d)        -- Indenture dated as of February 1, 1998 between Consumers
                  Energy Company and JPMorgan Chase Bank, N.A. (formerly The
                  Chase Manhattan Bank), as Trustee. (Previously filed with
                  Consumers' Form 10-K for the year ended December 31, 1997 as
                  Exhibit (4)(c).)

               -- Indentures Supplemental thereto:

*(4)(d)(i)     -- 1st dated as of May 1, 1998 (Previously filed with Consumers'
                  Form 10-Q for the quarter ended March 31, 1998 as Exhibit
                  (4)(a).)

*(4)(d)(ii)    -- 2nd dated as of June 15, 1998 (Previously filed with
                  Consumers' Registration Statement on Form S-4 dated July 13,
                  1998 as Exhibit (4)(b).)

*(4)(d)(iii)   -- 3rd dated as of October 29, 1998 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 1998
                  as Exhibit (4)(a).)

*(4)(e)        -- Indenture dated as of September 1, 1945, between Consumers
                  Energy Company and JPMorgan Chase Bank, N.A. (successor to
                  City Bank Farmers Trust Company, as Trustee, including therein
                  indentures supplemental thereto through the Forty-third
                  supplemental Indenture dated as of May 1, 1979. (Previously
                  filed with Consumers' Registration Statement No. 2-65973, as
                  Exhibit (b)(1)-(4).)

               -- Indentures Supplemental thereto:

*(4)(e)(i)     -- 69th dated as of September 15, 1993 (Previously filed with
                  Consumers' Form 8-K dated September 21, 1993 as Exhibit (4).)

*(4)(e)(ii)    -- 70th dated as of February 1, 1998 (Previously filed with
                  Consumers' Form 10-K for the year ended December 31, 1997 as
                  Exhibit (4).)

*(4)(e)(iii)   -- 71st dated as of March 1, 1998 (Previously filed with
                  Consumers' Form 10-K for the year ended December 31, 1997 as
                  Exhibit (4).)

*(4)(e)(iv)    -- 74th dated as of October 29, 1998 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 1998
                  as Exhibit (4)(b).)

*(4)(e)(v)     -- 75th dated as of October 1, 1999 (Previously filed with
                  Consumers' Form 10-K for the year ended December 31, 1999 as
                  Exhibit (4)(b).)

*(4)(e)(vi)    -- 77th dated as of October 1, 1999 (Previously filed with
                  Consumers' Form 10-K for the year ended December 31, 1999 as
                  Exhibit (4)(d).)

*(4)(e)(vii)   -- 79th dated as of September 26, 2001 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 2001
                  as Exhibit (4)(b).)

*(4)(e)(viii)  -- 90th dated as of March 30, 2003 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended March 31, 2003 as
                  Exhibit (4)(d).)

*(4)(e)(ix)    -- 91st dated as of May 23, 2003 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 2003
                  as Exhibit (4)(a).)

*(4)(e)(x)     -- 92nd dated as of August 26, 2003 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 2003
                  as Exhibit (4)(b).)

*(4)(e)(xi)    -- 93rd dated as of September 17, 2003 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 2003
                  as Exhibit (4)(c).)

*(4)(e)(xii)   -- 94th dated as of November 7, 2003 (Previously filed with
                  Consumers' Registration Statement on Form S-4 dated December
                  16, 2003 as Exhibit (4)(a)(i).)
</TABLE>

                                      II-3
<PAGE>

<TABLE>
<S>            <C>
(4)(e)(xiii)   -- 95th dated as of August 3, 2004

(4)(e)(xiv)    -- 96th dated as of August 17, 2004

(4)(e)(xv)     -- 97th dated as of September 1, 2004

*(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. (Previously filed with
                  Consumers' Registration Statement on Form S-3, dated October
                  20, 1999 as Exhibit (4)(f).)

*(4)(g)        -- Certificate of Trust of Consumers Energy Company Financing
                  V (Previously filed with Consumers' Registration Statement on
                  Form S-3 dated November 21, 2001 as Exhibit (4)(g).)

*(4)(h)        -- Certificate of Trust of Consumers Energy Company Financing
                  VI (Previously filed with Consumers' Registration Statement on
                  Form S-3 dated November 21, 2001 as Exhibit (4)(h).)

*(4)(i)        -- Form of Amended and Restated Declaration of Trust
                  (Previously filed with Consumers' Registration Statement on
                  Form S-3, dated October 20, 1999 as Exhibit (4)(i).)

*(4)(j)        -- Form of Supplemental Indenture to be used with the
                  Subordinated Debentures issued in connection with the
                  Preferred Securities (Previously filed with Consumers'
                  Registration Statement on Form S-3, dated October 20, 1999 as
                  Exhibit (4)(j).)

*(4)(k)        -- Form of Subordinated Debenture (included in (4)(j) above)

*(4)(l)        -- Form of Trust Preferred Security (included in (4)(i) above)

*(4)(m)        -- Form of Preferred Securities Guarantee Agreement
                  (Previously filed with Consumers' Registration Statement on
                  Form S-3, dated October 20, 1999, as Exhibit (4)(m).)

*(4)(n)        -- Form of Common Securities Guarantee Agreement (Previously
                  filed with Consumers' Registration Statement on Form S-3,
                  dated October 20, 1999, as Exhibit (4)(n).)

*(4)(o)        -- Form of Senior Debenture (included in (4)(d) above).

*(4)(p)        -- Form of First Mortgage Bond (included in Exhibit (4)(e)
                  above).

(5)(a)         -- Opinion of Robert C. Shrosbree, 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 Skadden, Arps, Slate, Meagher & Flom LLP
                  regarding the legality of the trust preferred securities of
                  Consumers Energy Company Financing VI (included in Exhibit
                  (5)(b) above).

(12)           -- Statement regarding computation of ratio of earnings to
                  fixed charges and ratio of earnings to combined fixed charges
                  and preference dividends

(23)(a)        -- Consent of Robert C. Shrosbree, Assistant General Counsel
                  for CMS Energy (included in Exhibit (5)(a) above).

(23)(b)        -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                  (included in Exhibits (5)(b) and (5)(c) above).

(23)(c)        -- Consent of Ernst & Young LLP

(23)(d)        -- Consent of PricewaterhouseCoopers LLP

(24)           -- Powers of Attorney

(25)(a)        -- Statement of Eligibility and Qualification of JPMorgan
                  Chase Bank, N.A., Senior Note Trustee of Consumers Energy
                  Company

(25)(b)        -- Statement of Eligibility and Qualification of JPMorgan
                  Chase Bank, N.A., Mortgage Trustee of Consumers Energy Company
                  (included in Exhibit (25)(a) above).

(25)(c)        -- Statement of Eligibility and Qualification of The Bank of
                  New York, Subordinated Notes Trustee of Consumers Energy
                  Company

(25)(d)        -- Statement of Eligibility of Property Trustee of Consumers
                  Energy Company Financing V

(25)(e)        -- Statement of Eligibility of Property Trustee of Consumers
                  Energy Company Financing VI

(25)(f)        -- Statement of Eligibility of Preferred Guarantee Trustee of
                  Consumers Energy Company Financing V

(25)(g)        -- Statement of Eligibility of Preferred Guarantee Trustee of
                  Consumers Energy Company Financing VI
</TABLE>

- ----------

* Previously filed

                                      II-4

<PAGE>

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; (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 Exchange Act that are incorporated by
reference in the registration statement.

      (2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act 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 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 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, 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, 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-5

<PAGE>

                                   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 18th day
of November, 2004.

                                              Consumers Energy Company

                                              By: /s/ Thomas J. Webb
                                                  --------------------
                                                  Thomas J. Webb
                                                  Executive Vice President and
                                                  Chief Financial 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 indicated on the 18th day of November, 2004.

<TABLE>
<CAPTION>
                NAME                                              TITLE
- -------------------------------------------------    ------------------------------------
<S>                                                  <C>
(i) PRINCIPAL EXECUTIVE OFFICER:

      /s/ DAVID W. JOOS                              Chief Executive Officer
- ----------------------------------
          David W. Joos

(ii) PRINCIPAL FINANCIAL OFFICER:

      /s/ THOMAS J. WEBB
- ----------------------------------                   Executive Vice President and
          Thomas J. Webb                             Chief Financial Officer

(iii) CONTROLLER OR PRINCIPAL ACCOUNTING OFFICER

      /s/ GLENN P. BARBA
- ----------------------------------                   Vice President, Controller and Chief
          Glenn P. Barba                             Accounting Officer

               *
- ----------------------------------
        (Merribel S. Ayers)                          Director

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

               *
- ----------------------------------
         (David W. Joos)                             Director

               *
- ----------------------------------
        (Michael T. Monahan)                         Director
</TABLE>

                                      II-6

<PAGE>

<TABLE>
<S>                                                  <C>
               *
- ----------------------------------
      (Joseph F. Paquette, Jr.)                      Director

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

               *
- ----------------------------------
        (Percy A. Pierre)                            Director

               *
- ----------------------------------
 (S. Kinnie Smith, Jr.) Director                     Director

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

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

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

*By:    /s/ THOMAS J. WEBB
     -----------------------------
     Thomas J. Webb
     Attorney in-fact
</TABLE>

                                      II-7

<PAGE>

                                   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 18th day of November, 2004.

                                  CONSUMERS ENERGY COMPANY FINANCING V

                                  By: /s/ Laura L. Mountcastle
                                      ------------------------------------
                                      Laura L. Mountcastle, Trustee

                                  By: /s/ Michael D. VanHemert
                                      ------------------------------------
                                      Michael D. VanHemert, Trustee

                                      II-8

<PAGE>

                                   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 18th day of November, 2004.

                                  CONSUMERS ENERGY COMPANY FINANCING VI

                                  By: /s/ Laura L.Mountcastle
                                      -------------------------------------
                                      Laura L. Mountcastle, Trustee

                                  By: /s/ Michael D.VanHemert
                                      -------------------------------------
                                      Michael D. VanHemert, Trustee

                                      II-9

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
  EXHIBIT
     NO.                                 DESCRIPTION
- ------------   -----------------------------------------------------------------
<S>            <C>
*(1)(a)        -- Form of Underwriting Agreement with respect to the trust
                  preferred securities. (Previously filed with Consumers'
                  Registration Statement on Form S-3, dated October 20, 1999 as
                  Exhibit (1)(a).)

*(1)(b)        -- Form of Underwriting Agreement with respect to the offered
                  securities (other than the trust preferred securities).
                  (Previously filed with Consumers' Registration Statement on
                  Form S-3, dated June 7, 2001 as Exhibit (1)(b).)

*(4)(a)        -- Restated Articles of Incorporation of Consumers.
                  (Previously filed with Consumers' Form 10-K for the year ended
                  December 31, 2000 as Exhibit (3)(c).)

*(4)(b)        -- By-Laws of Consumers. (Previously filed with Consumers'
                  Form 8-K dated October 6, 2004 as Exhibit (3)(b).)

*(4)(c)        -- Indenture dated as of January 1, 1996 between Consumers
                  Energy Company and The Bank of New York, as Trustee.
                  (Previously filed with Consumers' Form 10-K for the year ended
                  December 31, 1995 as Exhibit (4)(b).)

               -- Indentures Supplemental thereto:

*(4)(c)(i)     -- 1st dated as of January 18, 1996 (Previously filed with
                  Consumers' Form 10-K for the year ended December 31, 1995 as
                  Exhibit (4)(b).)

*(4)(c)(ii)    -- 2nd dated as of September 4, 1997 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 1997
                  as Exhibit (4)(a).)

*(4)(c)(iii)   -- 3rd dated as of November 4, 1999 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 1999
                  as Exhibit (4)(a).)

*(4)(c)(iv)    -- 4th dated as of May 31, 2001 (Previously filed with Consumers'
                  Form 10-Q for the quarter ended September 30, 2001 as Exhibit
                  (4)(a).)

*(4)(d)        -- Indenture dated as of February 1, 1998 between Consumers
                  Energy Company and JPMorgan Chase Bank, N.A. (formerly The
                  Chase Manhattan Bank), as Trustee. (Previously filed with
                  Consumers' Form 10-K for the year ended December 31, 1997 as
                  Exhibit (4)(c).)

               -- Indentures Supplemental thereto:

*(4)(d)(i)     -- 1st dated as of May 1, 1998 (Previously filed with Consumers'
                  Form 10-Q for the quarter ended March 31, 1998 as Exhibit
                  (4)(a).)

*(4)(d)(ii)    -- 2nd dated as of June 15, 1998 (Previously filed with
                  Consumers' Registration Statement on Form S-4 dated July 13,
                  1998 as Exhibit (4)(b).)

*(4)(d)(iii)   -- 3rd dated as of October 29, 1998 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 1998
                  as Exhibit (4)(a).)

*(4)(e)        -- Indenture dated as of September 1, 1945, between Consumers
                  Energy Company and JPMorgan Chase Bank, N.A. (successor to
                  City Bank Farmers Trust Company, as Trustee, including therein
                  indentures supplemental thereto through the Forty-third
                  supplemental Indenture dated as of May 1, 1979. (Previously
                  filed with Consumers' Registration Statement No. 2-65973, as
                  Exhibit (b)(1)-(4).)

               -- Indentures Supplemental thereto:

*(4)(e)(i)     -- 69th dated as of September 15, 1993 (Previously filed with
                  Consumers' Form 8-K dated September 21, 1993 as Exhibit (4).)

*(4)(e)(ii)    -- 70th dated as of February 1, 1998 (Previously filed with
                  Consumers' Form 10-K for the year ended December 31, 1997 as
                  Exhibit (4).)

*(4)(e)(iii)   -- 71st dated as of March 1, 1998 (Previously filed with
                  Consumers' Form 10-K for the year ended December 31, 1997 as
                  Exhibit (4).)

*(4)(e)(iv)    -- 74th dated as of October 29, 1998 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 1998
                  as Exhibit (4)(b).)

*(4)(e)(v)     -- 75th dated as of October 1, 1999 (Previously filed with
                  Consumers' Form 10-K for the year ended December 31, 1999 as
                  Exhibit (4)(b).)

*(4)(e)(vi)    -- 77th dated as of October 1, 1999 (Previously filed with
                  Consumers' Form 10-K for the year ended December 31, 1999 as
                  Exhibit (4)(d).)

*(4)(e)(vii)   -- 79th dated as of September 26, 2001 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 2001
                  as Exhibit (4)(b).)

*(4)(e)(viii)  -- 90th dated as of March 30, 2003 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended March 31, 2003 as
                  Exhibit (4)(d).)

*(4)(e)(ix)    -- 91st dated as of May 23, 2003 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 2003
                  as Exhibit (4)(a).)

*(4)(e)(x)     -- 92nd dated as of August 26, 2003 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 2003
                  as Exhibit (4)(b).)

*(4)(e)(xi)    -- 93rd dated as of September 17, 2003 (Previously filed with
                  Consumers' Form 10-Q for the quarter ended September 30, 2003
                  as Exhibit (4)(c).)

*(4)(e)(xii)   -- 94th dated as of November 7, 2003 (Previously filed with
                  Consumers' Registration Statement on Form S-4 dated December
                  16, 2003 as Exhibit (4)(a)(i).)

(4)(e)(xiii)   -- 95th dated as of August 3, 2004

(4)(e)(xiv)    -- 96th dated as of August 17, 2004

(4)(e)(xv)     -- 97th dated as of September 1, 2004
</TABLE>

<PAGE>

<TABLE>
<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. (Previously filed with Consumers'
                  Registration Statement on Form S-3, dated October 20, 1999 as
                  Exhibit (4)(f).)

*(4)(g)        -- Certificate of Trust of Consumers Energy Company Financing V
                  (Previously filed with Consumers' Registration Statement on
                  Form S-3 dated November 21, 2001 as Exhibit (4)(g).)

*(4)(h)        -- Certificate of Trust of Consumers Energy Company Financing VI
                  (Previously filed with Consumers' Registration Statement on
                  Form S-3 dated November 21, 2001 as Exhibit (4)(h).)

*(4)(i)        -- Form of Amended and Restated Declaration of Trust
                  (Previously filed with Consumers' Registration Statement on
                  Form S-3, dated October 20, 1999 as Exhibit (4)(i).)

*(4)(j)        -- Form of Supplemental Indenture to be used with the
                  Subordinated Debentures issued in connection with the
                  Preferred Securities (Previously filed with Consumers'
                  Registration Statement on Form S-3, dated October 20, 1999 as
                  Exhibit (4)(j).)

*(4)(k)        -- Form of Subordinated Debenture (included in (4)(j) above)

*(4)(l)        -- Form of Trust Preferred Security (included in (4)(i) above)

*(4)(m)        -- Form of Preferred Securities Guarantee Agreement (Previously
                  filed with Consumers' Registration Statement on Form S-3,
                  dated October 20, 1999, as Exhibit (4)(m).)

*(4)(n)        -- Form of Common Securities Guarantee Agreement (Previously
                  filed with Consumers' Registration Statement on Form S-3,
                  dated October 20, 1999, as Exhibit (4)(n).)

*(4)(o)        -- Form of Senior Debenture (included in (4)(d) above).

*(4)(p)        -- Form of First Mortgage Bond (included in (4)(e) above).

(5)(a)         -- Opinion of Robert C. Shrosbree, 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 Skadden, Arps, Slate, Meagher & Flom LLP regarding
                  the legality of the trust preferred securities of Consumers
                  Energy Company Financing VI (included in Exhibit (5)(b)
                  above).

(12)           -- Statement regarding computation of ratio of earnings to fixed
                  charges and ratio of earnings to combined fixed charges and
                  preference dividends

(23)(a)        -- Consent of Robert C. Shrosbree, Assistant General Counsel for
                  CMS Energy (included in Exhibit (5)(a) above).

(23)(b)        -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
                  in Exhibits (5)(b) and (5)(c) above).

(23)(c)        -- Consent of Ernst & Young LLP

(23)(d)        -- Consent of PricewaterhouseCoopers LLP

(24)           -- Powers of Attorney

(25)(a)        -- Statement of Eligibility and Qualification of JPMorgan Chase
                  Bank, N.A., Senior Note Trustee of Consumers Energy Company

(25)(b)        -- Statement of Eligibility and Qualification of JPMorgan Chase
                  Bank, N.A., Mortgage Trustee of Consumers Energy Company
                  (included in Exhibit (25)(a) above).

(25)(c)        -- Statement of Eligibility and Qualification of The Bank of
                  New York, Subordinated Notes Trustee of Consumers Energy
                  Company

(25)(d)        -- Statement of Eligibility of Property Trustee of Consumers
                  Energy Company Financing V

(25)(e)        -- Statement of Eligibility of Property Trustee of Consumers
                  Energy Company Financing VI

(25)(f)        -- Statement of Eligibility of Preferred Guarantee Trustee of
                  Consumers Energy Company Financing V

(25)(g)        -- Statement of Eligibility of Preferred Guarantee Trustee of
                  Consumers Energy Company Financing VI
</TABLE>

- ----------

* Previously filed


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(E)(XIII)
<SEQUENCE>2
<FILENAME>k89874exv4wxeyxxiiiy.txt
<DESCRIPTION>INDENTURES SUPPLEMENTAL: 95TH DATED AS OF 08/03/2004
<TEXT>
<PAGE>

                                                            EXHIBIT (4)(e)(xiii)

                       NINETY-FIFTH SUPPLEMENTAL INDENTURE

                        PROVIDING AMONG OTHER THINGS FOR

                              FIRST MORTGAGE BONDS,

                   2004-1 COLLATERAL SERIES (INTEREST BEARING)

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

                           DATED AS OF AUGUST 3, 2004

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

                            CONSUMERS ENERGY COMPANY

                                       TO

                              JPMORGAN CHASE BANK,

                                     TRUSTEE

                                                          Counterpart ____ of 80

<PAGE>

      THIS NINETY-FIFTH SUPPLEMENTAL INDENTURE, dated as of August 3, 2004
(herein sometimes referred to as "this Supplemental Indenture"), made and
entered into by and between CONSUMERS ENERGY COMPANY, a corporation organized
and existing under the laws of the State of Michigan, with its principal
executive office and place of business at One Energy Plaza, Jackson, Jackson
County, Michigan 49201, formerly known as Consumers Power Company (hereinafter
sometimes referred to as the "Company"), and JPMORGAN CHASE BANK, a corporation
organized and existing under the laws of the State of New York, with its
corporate trust offices at 4 New York Plaza, New York, New York 10004
(hereinafter sometimes referred to as the "Trustee"), as Trustee under the
Indenture dated as of September 1, 1945 between Consumers Power Company, a Maine
corporation (hereinafter sometimes referred to as the "Maine corporation"), and
City Bank Farmers Trust Company (Citibank, N.A., successor, hereinafter
sometimes referred to as the "Predecessor Trustee"), securing bonds issued and
to be issued as provided therein (hereinafter sometimes referred to as the
"Indenture"),

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

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

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

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

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

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

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

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

        WHEREAS the Indenture was executed and delivered for the purpose of
securing such bonds as may from time to time be issued under and in accordance
with the terms of the Indenture, the aggregate principal amount of bonds to be
secured thereby being limited to $5,000,000,000 at any one time outstanding
(except as provided in Section 2.01 of the Indenture), and the Indenture
describes and sets forth the property conveyed thereby and is filed in the
Office of the Secretary of State of the State of Michigan and is of record in
the Office of

<PAGE>

the Register of Deeds of each county in the State of Michigan in which this
Supplemental Indenture is to be recorded; and

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

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

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

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

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

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

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

      WHEREAS, the Company has entered into an Amended and Restated Credit
Agreement dated as of August 3, 2004 (as amended or otherwise modified from time
to time, the "Credit Agreement") with various financial institutions and Bank
One, NA, as administrative agent (in such capacity, the "Agent") for the Banks
(as such term is defined in the Credit Agreement), providing for the making of
certain financial accommodations thereunder, and pursuant to such Credit
Agreement the Company has agreed to issue to the Agent, as evidence of and
security for the Obligations (as such term is defined in the Credit Agreement),
a new series of bonds under the Indenture; and

      WHEREAS, for such purposes the Company desires to issue a new series of
bonds, to be designated First Mortgage Bonds, 2004-1 Collateral Series (Interest
Bearing), each of which bonds shall also bear the descriptive title "First
Mortgage Bond" (hereinafter provided for and hereinafter sometimes referred to
as the "2004-1 Collateral Bonds"), the bonds of which series are to be issued as
registered bonds without coupons and are to bear interest at the rate per annum
specified herein and are to mature on the Termination Date (as such term is
defined in the Credit Agreement); and

                                      -2-
<PAGE>

      WHEREAS, each of the registered bonds without coupons of the 2004-1
Collateral Bonds and the Trustee's Authentication Certificate thereon are to be
substantially in the following form, to wit:

                            [FORM OF REGISTERED BOND

                         OF THE 2004-1 COLLATERAL BONDS]

                                     [FACE]

                            CONSUMERS ENERGY COMPANY
                               FIRST MORTGAGE BOND

                   2004-1 COLLATERAL SERIES (INTEREST BEARING)

      No. ___                                                       $500,000,000

      CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to Bank One, NA, as agent
(in such capacity, the "Agent") for the Banks under and as defined in the
Amended and Restated Credit Agreement dated as of August 3, 2004 among the
Company, the Banks and the Agent (as amended or otherwise modified from time to
time, the "Credit Agreement"), or registered assigns, the principal sum of Five
Hundred Million Dollars ($500,000,000) or such lesser principal amount as shall
be equal to the aggregate principal amount of the Loans (as defined in the
Credit Agreement) and Reimbursement Obligations (as defined in the Credit
Agreement) included in the Obligations (as defined in the Credit Agreement)
outstanding on the Termination Date (as defined in the Credit Agreement) (the
"Maturity Date"), but not in excess, however, of the principal amount of this
bond, and to pay interest thereon at the Interest Rate (as defined below) until
the principal hereof is paid or duly made available for payment on the Maturity
Date, or, in the event of redemption of this bond, until the redemption date,
or, in the event of default in the payment of the principal hereof, until the
Company's obligations with respect to the payment of such principal shall be
discharged as provided in the Indenture (as defined on the reverse hereof).
Interest on this bond shall be payable on each Interest Payment Date (as defined
below), commencing on the first Interest Payment Date next succeeding August 3,
2004. If the Maturity Date falls on a day which is not a Business Day, as
defined below, principal and any interest and/or fees payable with respect to
the Maturity Date will be paid on the immediately preceding Business Day. The
interest payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions, be paid to the person in whose
name this bond (or one or more predecessor bonds) is registered at the close of
business on the Record Date (as defined below); provided, however, that interest
payable on the Maturity Date will be payable to the person to whom the principal
hereof shall be payable. Should the Company default in the payment of interest
("Defaulted Interest"), the Defaulted Interest shall be paid to the person in
whose name this bond (or one or more predecessor bonds) is registered on a
subsequent record date fixed by the Company, which subsequent record date shall
be fifteen (15) days prior to the payment of such Defaulted Interest. As used
herein, (A) "Business Day" shall mean any day, other than a Saturday or Sunday,
on which banks generally are open in Chicago,

                                      -3-
<PAGE>

Illinois and New York, New York for the conduct of substantially all of their
commercial lending activities and on which interbank wire transfers can be made
on the Fedwire system; (B) "Interest Payment Date" shall mean each date on which
Obligations constituting interest and/or fees are due and payable from time to
time pursuant to the Credit Agreement; (C) "Interest Rate" shall mean a rate of
interest per annum, adjusted as necessary, to result in an interest payment
equal to the aggregate amount of Obligations constituting interest and fees due
under the Credit Agreement on the applicable Interest Payment Date; and (D)
"Record Date" with respect to any Interest Payment Date shall mean the day
(whether or not a Business Day) immediately next preceding such Interest Payment
Date.

      Payment of the principal of and interest on this bond will be made in
immediately available funds at the office or agency of the Company maintained
for that purpose in the City of Jackson, Michigan, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

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

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

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

                                            CONSUMERS ENERGY COMPANY

Dated:

                                            By _____________________________

                                            Printed ________________________

                                            Title __________________________

Attest: ________________________

                                      -4-
<PAGE>

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

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

                                            JPMORGAN CHASE BANK, Trustee

                                            By
                                               -----------------------------
                                                     Authorized Officer

                                    [REVERSE]

                            CONSUMERS ENERGY COMPANY

                               FIRST MORTGAGE BOND
                   2004-1 COLLATERAL SERIES (INTEREST BEARING)

      This bond is one of the bonds of a series designated as First Mortgage
Bonds, 2004-1 Collateral Series (Interest Bearing) (sometimes herein referred to
as the "2004-1 Collateral Bonds") issued under and in accordance with and
secured by an Indenture dated as of September 1, 1945, given by the Company (or
its predecessor, Consumers Power Company, a Maine corporation) to City Bank
Farmers Trust Company (JPMorgan Chase Bank, successor) (hereinafter sometimes
referred to as the "Trustee"), together with indentures supplemental thereto,
heretofore or hereafter executed, to which indenture and indentures supplemental
thereto (hereinafter referred to collectively as the "Indenture") reference is
hereby made for a description of the property mortgaged and pledged, the nature
and extent of the security and the rights, duties and immunities thereunder of
the Trustee and the rights of the holders of said bonds and of the Trustee and
of the Company in respect of such security, and the limitations on such rights.
By the terms of the Indenture, the bonds to be secured thereby are issuable in
series which may vary as to date, amount, date of maturity, rate of interest and
in other respects as provided in the Indenture.

      The 2004-1 Collateral Bonds are to be issued and delivered to the Agent in
order to evidence and secure the obligation of the Company under the Credit
Agreement to make payments to the Banks under the Credit Agreement and to
provide the Banks the benefit of the lien of the Indenture with respect to the
2004-1 Collateral Bonds.

      The obligation of the Company to make payments with respect to the
principal of 2004-1 Collateral Bonds shall be fully or partially, as the case
may be, satisfied and discharged to the extent that, at the time that any such
payment shall be due, the then due principal of the Loans and/or the
Reimbursement Obligations included in the Obligations shall have been fully or

                                      -5-
<PAGE>

partially paid. Satisfaction of any obligation to the extent that payment is
made with respect to the Loans and/or the Reimbursement Obligations means that
if any payment is made on the principal of the Loans and/or the Reimbursement
Obligations, a corresponding payment obligation with respect to the principal of
the 2004-1 Collateral Bonds shall be deemed discharged in the same amount as the
payment with respect to the Loans and/or the Reimbursement Obligations
discharges the outstanding obligation with respect to such Loans and/or
Reimbursement Obligations. No such payment of principal shall reduce the
principal amount of the 2004-1 Collateral Bonds.

      The obligation of the Company to make payments with respect to the
interest on 2004-1 Collateral Bonds shall be fully or partially, as the case may
be, satisfied and discharged to the extent that, at the time that any such
payment shall be due, the then due interest and/or fees under the Credit
Agreement shall have been fully or partially paid. Satisfaction of any
obligation to the extent that payment is made with respect to the interest
and/or fees under the Credit Agreement means that if any payment is made on the
interest and/or fees under the Credit Agreement, a corresponding payment
obligation with respect to the interest on the 2004-1 Collateral Bonds shall be
deemed discharged in the same amount as the payment with respect to the Loans
and/or the Reimbursement Obligations discharges the outstanding obligation with
respect to such Loans and/or Reimbursement Obligations.

      The Trustee may at any time and all times conclusively assume that the
obligation of the Company to make payments with respect to the principal of and
interest on this bond, so far as such payments at the time have become due, has
been fully satisfied and discharged unless and until the Trustee shall have
received a written notice from the Agent stating (i) that timely payment of
principal and interest on the 2004-1 Collateral Bonds has not been made, (ii)
that the Company is in arrears as to the payments required to be made by it to
the Agent in connection with the Obligations pursuant to the Credit Agreement,
and (iii) the amount of the arrearage.

      If an Event of Default (as defined in the Credit Agreement) with respect
to the payment of the principal of the Loans and/or the Reimbursement
Obligations shall have occurred, it shall be deemed to be a default for purposes
of Section 11.01 of the Indenture in the payment of the principal of the 2004-1
Collateral Bonds equal to the amount of such unpaid principal or Reimbursement
Obligations (but in no event in excess of the principal amount of the 2004-1
Collateral Bonds). If an Event of Default (as defined in the Credit Agreement)
with respect to the payment of interest on the Loans and/or the Reimbursement
Obligations or any fees shall have occurred, it shall be deemed to be a default
for purposes of Section 11.01 of the Indenture in the payment of the interest on
the 2004-1 Collateral Bonds equal to the amount of such unpaid interest or fees.

      This bond is not redeemable except upon written demand of the Agent
following the occurrence of an Event of Default under the Credit Agreement and
the acceleration of the Obligations, as provided in Section 9.2 of the Credit
Agreement. This bond is not redeemable by the operation of the improvement fund
or the maintenance and replacement provisions of the Indenture or with the
proceeds of released property.

      In case of certain defaults as specified in the Indenture, the principal
of this bond may be declared or may become due and payable on the conditions, at
the time, in the manner and with

                                      -6-
<PAGE>

the effect provided in the Indenture. The holders of certain specified
percentages of the bonds at the time outstanding, including in certain cases
specified percentages of bonds of particular series, may in certain cases, to
the extent and as provided in the Indenture, waive certain defaults thereunder
and the consequences of such defaults.

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

      The Company reserves the right, without any consent, vote or other action
by holders of the 2004-1 Collateral Bonds or any other series created after the
Sixty-eighth Supplemental Indenture, to amend the Indenture to reduce the
percentage of the principal amount of bonds the holders of which are required to
approve any supplemental indenture (other than any supplemental indenture which
is subject to the proviso contained in the immediately preceding sentence) (a)
from not less than seventy-five per centum (including sixty per centum of each
series affected) to not less than a majority in principal amount of the bonds at
the time outstanding or (b) in case fewer than all series are affected, not less
than a majority in principal amount of the bonds of all affected series, voting
together.

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

      This bond shall be exchangeable for other registered bonds of the same
series, in the manner and upon the conditions prescribed in the Indenture, upon
the surrender of such bonds at the Investor Services Department of the Company,
as transfer agent. However, notwithstanding the provisions of Section 2.05 of
the Indenture, no charge shall be made upon any registration of transfer or
exchange of bonds of said series other than for any tax or taxes or other
governmental charge required to be paid by the Company.

                                      -7-
<PAGE>

      The Agent shall surrender this bond to the Trustee when all of the
principal of and interest on the Loans and Reimbursement Obligations arising
under the Credit Agreement, and all of the fees payable pursuant to the Credit
Agreement with respect to the Obligations shall have been duly paid, and the
Credit Agreement shall have been terminated.

                         [END OF FORM OF REGISTERED BOND

                         OF THE 2004-1 COLLATERAL BONDS]

      AND WHEREAS all acts and things necessary to make the 2004-1 Collateral
Bonds (the "Collateral Bonds"), when duly executed by the Company and
authenticated by the Trustee or its agent and issued as prescribed in the
Indenture, as heretofore supplemented and amended, and this Supplemental
Indenture provided, the valid, binding and legal obligations of the Company, and
to constitute the Indenture, as supplemented and amended as aforesaid, as well
as by this Supplemental Indenture, a valid, binding and legal instrument for the
security thereof, have been done and performed, and the creation, execution and
delivery of this Supplemental Indenture and the creation, execution and issuance
of bonds subject to the terms hereof and of the Indenture, as so supplemented
and amended, have in all respects been duly authorized;

      NOW, THEREFORE, in consideration of the premises, of the acceptance and
purchase by the holders thereof of the bonds issued and to be issued under the
Indenture, as supplemented and amended as above set forth, and of the sum of One
Dollar duly paid by the Trustee to the Company, and of other good and valuable
considerations, the receipt whereof is hereby acknowledged, and for the purpose
of securing the due and punctual payment of the principal of and premium, if
any, and interest on all bonds now outstanding under the Indenture and the
$500,000,000 principal amount of the Collateral Bonds and all other bonds which
shall be issued under the Indenture, as supplemented and amended from time to
time, and for the purpose of securing the faithful performance and observance of
all covenants and conditions therein, and in any indenture supplemental thereto,
set forth, the Company has given, granted, bargained, sold, released,
transferred, assigned, hypothecated, pledged, mortgaged, confirmed, set over,
warranted, alienated and conveyed and by these presents does give, grant,
bargain, sell, release, transfer, assign, hypothecate, pledge, mortgage,
confirm, set over, warrant, alien and convey unto JPMorgan Chase Bank, as
Trustee, as provided in the Indenture, and its successor or successors in the
trust thereby and hereby created and to its or their assigns forever, all the
right, title and interest of the Company in and to all the property, described
in Section 11 hereof, together (subject to the provisions of Article X of the
Indenture) with the tolls, rents, revenues, issues, earnings, income, products
and profits thereof, excepting, however, the property, interests and rights
specifically excepted from the lien of the Indenture as set forth in the
Indenture.

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

                                      -8-
<PAGE>

hereafter acquire in and to the aforesaid premises, property, franchises and
rights and every part and parcel thereof.

      SUBJECT, HOWEVER, with respect to such premises, property, franchises and
rights, to excepted encumbrances as said term is defined in Section 1.02 of the
Indenture, and subject also to all defects and limitations of title and to all
encumbrances existing at the time of acquisition. TO HAVE AND TO HOLD all said
premises, property, franchises and rights hereby conveyed, assigned, pledged or
mortgaged, or intended so to be, unto the Trustee, its successor or successors
in trust and their assigns forever;

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

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

      SECTION 1. There is hereby created a series of bonds (the "2004-1 Interest
Bearing Collateral Bonds") designated as hereinabove provided, which shall also
bear the descriptive title "First Mortgage Bond", and the form thereof shall be
substantially as hereinbefore set forth (the "Sample Bond"). The 2004-1 Interest
Bearing Collateral Bonds shall be issued in the aggregate principal amount of
$500,000,000, shall mature on the Termination Date (as such term is defined in
the Credit Agreement) and shall be issued only as registered bonds without
coupons in denominations of $1,000 and any multiple thereof. The serial numbers
of the Collateral Bonds shall be such as may be approved by any officer of the
Company, the execution thereof by any such officer either manually or by
facsimile signature to be conclusive evidence of such approval. The Collateral
Bonds are to be issued to and registered in the name of the Agent under the
Credit Agreement (as such terms are defined in the Sample Bond) to evidence and
secure any and all Obligations (as such term is defined in the Credit Agreement)
of the Company under the Credit Agreement.

                                      -9-
<PAGE>

      The 2004-1 Collateral Bonds shall bear interest as set forth in the Sample
Bond. The principal of and the interest on said bonds shall be payable as set
forth in the Sample Bond.

      The obligation of the Company to make payments with respect to the
principal of 2004-1 Interest Bearing Collateral Bonds shall be fully or
partially, as the case may be, satisfied and discharged to the extent that, at
the time that any such payment shall be due, the then due principal of the Loans
and/or the Reimbursement Obligations included in the the Obligations shall have
been fully or partially paid. Satisfaction of any obligation to the extent that
payment is made with respect to the Loans and/or the Reimbursement Obligations
means that if any payment is made on the principal of the Loans and/or the
Reimbursement Obligations, a corresponding payment obligation with respect to
the principal of the 2004-1 Collateral Bonds shall be deemed discharged in the
same amount as the payment with respect to the Loans and/or the Reimbursement
Obligations discharges the outstanding obligation with respect to such Loans
and/or Reimbursement Obligations. No such payment of principal shall reduce the
principal amount of the 2004-1 Collateral Bonds.

      The obligation of the Company to make payments with respect to the
interest on 2004-1 Collateral Bonds shall be fully or partially, as the case may
be, satisfied and discharged to the extent that, at the time that any such
payment shall be due, the then due interest and/or fees under the Credit
Agreement, shall have been fully or partially paid. Satisfaction of any
obligation to the extent that payment is made with respect to the interest
and/or fees under the Credit Agreement means that if any payment is made on the
interest and/or fees under the Credit Agreement, a corresponding payment
obligation with respect to the interest on the 2004-1 Collateral Bonds shall be
deemed discharged in the same amount as the payment with respect to the interest
and/or fees discharges the outstanding obligation with respect to such interest
and/or fees.

      The Trustee may at any time and all times conclusively assume that the
obligation of the Company to make payments with respect to the principal of and
interest on the Collateral Bonds, so far as such payments at the time have
become due, has been fully satisfied and discharged unless and until the Trustee
shall have received a written notice from the Agent stating (i) that timely
payment of principal and interest on the 2004-1 Collateral Bonds has not been
made, (ii) that the Company is in arrears as to the payments required to be made
by it to the Agent pursuant to the Credit Agreement, and (iii) the amount of the
arrearage.

      The Collateral Bonds shall be exchangeable for other registered bonds of
the same series, in the manner and upon the conditions prescribed in the
Indenture, upon the surrender of such bonds at the Investor Services Department
of the Company, as transfer agent. However, notwithstanding the provisions of
Section 2.05 of the Indenture, no charge shall be made upon any registration of
transfer or exchange of bonds of said series other than for any tax or taxes or
other governmental charge required to be paid by the Company.

      SECTION 2. The Collateral Bonds are not redeemable by the operation of the
maintenance and replacement provisions of this Indenture or with the proceeds of
released property.

      SECTION 3. Upon the occurrence of an Event of Default under the Credit
Agreement and the acceleration of the Obligations, the Collateral Bonds shall be
redeemable in whole upon

                                      -10-
<PAGE>

receipt by the Trustee of a written demand from the Agent stating that there has
occurred under the Credit Agreement both an Event of Default and a declaration
of acceleration of the Obligations and demanding redemption of the Collateral
Bonds (including a description of the amount of principal, interest and fees
which comprise such Obligations). The Company waives any right it may have to
prior notice of such redemption under the Indenture. Upon surrender of the
Collateral Bonds by the Agent to the Trustee, the Collateral Bonds shall be
redeemed at a redemption price equal to the aggregate amount of the Obligations.

      SECTION 4. The Company reserves the right, without any consent, vote or
other action by the holder of the Collateral Bonds or of any subsequent series
of bonds issued under the Indenture, to make such amendments to the Indenture,
as supplemented, as shall be necessary in order to amend Section 17.02 to read
as follows:

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

            Upon the written request of the Company, accompanied by a resolution
      authorizing the execution of any such supplemental indenture, and upon the
      filing with the Trustee of evidence of the consent of bondholders as
      aforesaid (the instrument or instruments evidencing such consent to be
      dated within one year of

                                      -11-
<PAGE>

      such request), the Trustee shall join with the Company in the execution of
      such supplemental indenture unless such supplemental indenture affects the
      Trustee's own rights, duties or immunities under this Indenture or
      otherwise, in which case the Trustee may in its discretion but shall not
      be obligated to enter into such supplemental indenture.

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

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

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

      SECTION 5. As supplemented and amended as above set forth, the Indenture
is in all respects ratified and confirmed, and the Indenture and all indentures
supplemental thereto shall be read, taken and construed as one and the same
instrument.

      SECTION 6. Nothing contained in this Supplemental Indenture shall, or
shall be construed to, confer upon any person other than a holder of bonds
issued under the Indenture, as supplemented and amended as above set forth, the
Company, the Trustee and the Agent, for the benefit of the Banks (as such term
is defined in the Credit Agreement), any right or interest to avail himself of
any benefit under any provision of the Indenture, as so supplemented and
amended.

      SECTION 7. The Trustee assumes no responsibility for or in respect of the
validity or sufficiency of this Supplemental Indenture or of the Indenture as
hereby supplemented or the due execution hereof by the Company or for or in
respect of the recitals and statements contained

                                      -12-
<PAGE>

herein (other than those contained in the sixth, seventh and eighth recitals
hereof), all of which recitals and statements are made solely by the Company.

        SECTION 8. This Supplemental Indenture may be simultaneously executed in
several counterparts and all such counterparts executed and delivered, each as
an original, shall constitute but one and the same instrument.

        SECTION 9. In the event the date of any notice required or permitted
hereunder shall not be a Business Day, then (notwithstanding any other provision
of the Indenture or of any supplemental indenture thereto) such notice need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the date fixed for such notice.
"Business Day" means, with respect to this Section 9, any day, other than a
Saturday or Sunday, on which banks generally are open in Chicago, Illinois and
New York, New York for the conduct of substantially all of their commercial
lending activities and on which interbank wire transfers can be made on the
Fedwire system.

        SECTION 10. This Supplemental Indenture and the Collateral Bonds shall
be governed by and deemed to be a contract under, and construed in accordance
with, the laws of the State of Michigan, and for all purposes shall be construed
in accordance with the laws of such state, except as may otherwise be required
by mandatory provisions of law.

      SECTION 11. Detailed Description of Property Mortgaged:

                                       I.

                       ELECTRIC GENERATING PLANTS AND DAMS

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

                                       II.

                           ELECTRIC TRANSMISSION LINES

      All the electric transmission lines of the Company, constructed or
otherwise acquired by it and not heretofore described in the Indenture or any
supplement thereto and not heretofore released from the lien of the Indenture,
including towers, poles, pole lines, wires, switches, switch racks,
switchboards, insulators and other appliances and equipment, and all other
property, real or personal, forming a part of or appertaining to or used,
occupied or enjoyed in connection with such transmission lines or any of them or
adjacent thereto; together with all real property, rights of way, easements,
permits, privileges, franchises and rights for or relating to the construction,
maintenance or operation thereof, through, over, under or upon any private

                                      -13-
<PAGE>

property or any public streets or highways, within as well as without the
corporate limits of any municipal corporation. Also all the real property,
rights of way, easements, permits, privileges and rights for or relating to the
construction, maintenance or operation of certain transmission lines, the land
and rights for which are owned by the Company, which are either not built or now
being constructed.

                                      III.

                          ELECTRIC DISTRIBUTION SYSTEMS

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

                                       IV.

               ELECTRIC SUBSTATIONS, SWITCHING STATIONS AND SITES

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

                                       V.

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

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

                                      -14-
<PAGE>

                                       VI.

                               GAS STORAGE FIELDS

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

                                      VII.

                             GAS TRANSMISSION LINES

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

                                      VIII.

                            GAS DISTRIBUTION SYSTEMS

      All the gas distribution systems of the Company, constructed or otherwise
acquired by it and not heretofore described in the Indenture or any supplement
thereto and not heretofore released from the lien of the Indenture, including
tunnels, conduits, gas mains and pipes, service pipes, fittings, gates, valves,
connections, meters and other appliances and equipment, and all other property,
real or personal, forming a part of or appertaining to or used, occupied or
enjoyed in connection with such distribution systems or any of them or adjacent
thereto; together with all

                                      -15-
<PAGE>

real property, rights of way, easements, permits, privileges, franchises, grants
and rights, for or relating to the construction, maintenance or operation
thereof, through, over, under or upon any private property or any public streets
or highways within as well as without the corporate limits of any municipal
corporation.

                                       IX.

               OFFICE BUILDINGS, SERVICE BUILDINGS, GARAGES, ETC.

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

                                       X.

                            TELEPHONE PROPERTIES AND
                         RADIO COMMUNICATION EQUIPMENT

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

                                       XI.

                               OTHER REAL PROPERTY

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

                                      -16-
<PAGE>

                                  ALCONA COUNTY

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

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

                                 ALLEGAN COUNTY

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

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

                                  ALPENA COUNTY

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

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

                                  ANTRIM COUNTY

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

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

                                  ARENAC COUNTY

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

            A parcel of land in the SW 1/4 of the NW 1/4 of Section 12, T18N,
      R4E, described as follows: To find the place of beginning of said parcel
      of land,

                                      -17-
<PAGE>

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

                                  BARRY COUNTY

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

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

                                   BAY COUNTY

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

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

                                  BENZIE COUNTY

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

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

                                      -18-
<PAGE>

                                  BRANCH COUNTY

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

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

                                 CALHOUN COUNTY

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

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

                                   CASS COUNTY

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

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

                                CHARLEVOIX COUNTY

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

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

                                      -19-
<PAGE>

                                CHEBOYGAN COUNTY

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

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

                                  CLARE COUNTY

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

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

                                 CLINTON COUNTY

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

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

                                 CRAWFORD COUNTY

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

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

                                  EATON COUNTY

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

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

                                      -20-
<PAGE>

                                  EMMET COUNTY

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

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

                                 GENESEE COUNTY

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

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

            Beginning at a point of the West line of Duffield Road, 100 feet
      wide, (as now established) distant 829.46 feet measured N01 degrees42'56"W
      and 50 feet measured S88 degrees14'04"W from the South quarter corner,
      Section 8, T5N, R5E; thence S88 degrees14'04"W a distance of 550 feet;
      thence N01 degrees42'56"W a distance of 500 feet to a point on the North
      line of the South half of the Southwest quarter of said Section 8; thence
      N88 degrees14'04"E along the North line of South half of the Southwest
      quarter of said Section 8 a distance 550 feet to a point on the West line
      of Duffield Road, 100 feet wide (as now established); thence S01
      degrees42'56"E along the West line of said Duffield Road a distance of 500
      feet to the point of beginning.

                                 GLADWIN COUNTY

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

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

                              GRAND TRAVERSE COUNTY

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

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

                                      -21-
<PAGE>

                                 GRATIOT COUNTY

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

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

                                HILLSDALE COUNTY

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

            Lot 238 of Assessors Plat of the Village of Litchfield.

                                  HURON COUNTY

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

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

                                  INGHAM COUNTY

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

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

                                  IONIA COUNTY

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

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

            To find the place of beginning of this description commence at the E
      1/4 corner of said section; run thence N 00 degrees 05' 38" W along the
      East line of

                                      -22-
<PAGE>

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

                                  IOSCO COUNTY

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

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

                                 ISABELLA COUNTY

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

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

                                 JACKSON COUNTY

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

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

                                      -23-
<PAGE>

      degrees 32' 00" E, 5356.02 feet to the East line of said section; thence S
      01 degrees 03' 40" W along the East line of said section 250 feet to the
      place of beginning.

                                KALAMAZOO COUNTY

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

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

                                 KALKASKA COUNTY

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

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

                                   KENT COUNTY

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

            A parcel of land in the Northwest fractional 1/4 of Section 15, T5N,
      R10W, described as follows: To find the place of beginning of this
      description commence at the North 1/4 corner of said section, run thence S
      0 degrees 59' 26" E along the North and South 1/4 line of said section
      2046.25 feet to the place of beginning of this description, thence
      continuing S 0 degrees 59' 26" E along said North and South 1/4 line of
      said section 332.88 feet, thence S 88 degrees 58' 30" W 2510.90 feet to a
      point herein designated "Point A" on the East bank of the Thornapple
      River, thence continuing S 88 degrees 53' 30" W to the center thread of
      the Thornapple River, thence NW'ly along the center thread of said
      Thornapple River to a point which said point is S 88 degrees 58' 30" W of
      a point on the East bank of the Thornapple River herein designated "Point
      B", said "Point B" being N

                                      -24-
<PAGE>

      23 degrees 41' 35" W 360.75 feet from said above-described "Point A",
      thence N 88 degrees 58' 30" E to said "Point B", thence continuing N 88
      degrees 58' 30" E 2650.13 feet to the place of beginning. (Bearings are
      based on the East line of Section 15, T5N, R10W between the East 1/4
      corner of said section and the Northeast corner of said section assumed as
      N 0 degrees 59' 55" W.)

                                   LAKE COUNTY

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

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

                                  LAPEER COUNTY

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

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

                                 LEELANAU COUNTY

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

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

                                 LENAWEE COUNTY

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

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

                                      -25-
<PAGE>

                                LIVINGSTON COUNTY

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

            Parcel 1

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

            Parcel 2

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

                                  MACOMB COUNTY

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

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

                                 MANISTEE COUNTY

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

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

                                      -26-
<PAGE>

                                  MASON COUNTY

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

Parcel 1

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

Parcel 2

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

                                 MECOSTA COUNTY

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

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

                                 MIDLAND COUNTY

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

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

                                MISSAUKEE COUNTY

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

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

                                      -27-
<PAGE>

                                  MONROE COUNTY

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

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

                                 MONTCALM COUNTY

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

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

                               MONTMORENCY COUNTY

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

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

                                 MUSKEGON COUNTY

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

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

                                 NEWAYGO COUNTY

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

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

                                 OAKLAND COUNTY

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

            The E 75 feet of the N 160 feet of the N 330 feet of the W 526.84
      feet of the NW 1/4 of the NW 1/4 of Section 8, T1N, R8E, more particularly
      described as follows: Commence at the NW corner of said Section 8, thence
      N 87 degrees 14' 29" E along the North line of said Section 8 a distance
      of 451.84 feet to the place of beginning for this description; thence
      continuing N 87 degrees 14' 29" E along

                                      -28-
<PAGE>

      said North section line a distance of 75.0 feet to the East line of the
      West 526.84 feet of the NW 1/4 of the NW 1/4 of said Section 8; thence S
      02 degrees 37' 09" E along said East line a distance of 160.0 feet; thence
      S 87 degrees 14' 29" W a distance of 75.0 feet; thence N 02 degrees 37'
      09" W a distance of 160.0 feet to the place of beginning.

                                  OCEANA COUNTY

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

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

                                  OGEMAW COUNTY

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

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

                                 OSCEOLA COUNTY

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

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

                                  OSCODA COUNTY

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

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

                                  OTSEGO COUNTY

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

            Part of the NW 1/4 of the NE 1/4 of Section 28, T32N, R3W, described
      as: Beginning at the N 1/4 corner of said section; running thence S 89
      degrees 04' 06" E along the North line of said section, 330.00 feet;
      thence S 00 degrees 28' 43" E, 400.00 feet; thence N 89 degrees 04' 06" W,
      330.00 feet to the

                                      -29-
<PAGE>

      North and South 1/4 line of said section; thence N 00 degrees 28' 43" W
      along the said North and South 1/4 line of said section, 400.00 feet to
      the point of beginning; subject to the use of the N'ly 33.00 feet thereof
      for highway purposes.

                                  OTTAWA COUNTY

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

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

                               PRESQUE ISLE COUNTY

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

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

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

                                ROSCOMMON COUNTY

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

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

                                      -30-
<PAGE>

                                 SAGINAW COUNTY

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

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

                                 SANILAC COUNTY

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

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

                                SHIAWASSEE COUNTY

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

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

                                ST. CLAIR COUNTY

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

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

                                ST. JOSEPH COUNTY

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

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

                                 TUSCOLA COUNTY

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

            A strip of land 280 feet wide across the East 96 rods of the South
      20 rods of the N 1/2 of the SE 1/4 of Section 34, T10N, R8E, more
      particularly described as commencing at the Northeast corner of Section 3,
      T9N, R8E, thence S 89 degrees 55' 35" W along the South line of said
      Section 34 a distance of 329.65 feet, thence N 18 degrees 11' 50" W a
      distance of 1398.67 feet to the South 1/8

                                      -31-
<PAGE>

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

                                VAN BUREN COUNTY

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

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

                                WASHTENAW COUNTY

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

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

                                  WAYNE COUNTY

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

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

                                      -32-
<PAGE>

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

                                 WEXFORD COUNTY

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

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

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

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

                                      -33-
<PAGE>

                                            CONSUMERS ENERGY COMPANY

(SEAL)                                      By /s/ Laura L. Mountcastle
                                               ---------------------------------
                                               Laura L. Mountcastle
                                               Vice President and Treasurer

/s/ Joyce H. Norkey
- ---------------------------------
Joyce H. Norkey
Assistant Secretary

Signed, sealed and delivered
by CONSUMERS ENERGY COMPANY
in the presence of

/s/ Kimberly C. Wilson
- ---------------------------------
Kimberly C. Wilson

/s/ Sammie B. Dalton
- ---------------------------------
Sammie B. Dalton

STATE OF MICHIGAN     )
                        ss.
COUNTY OF JACKSON     )

            The foregoing instrument was acknowledged before me this 3rd day of
August, 2004, by Laura L. Mountcastle, Vice President and Treasurer of CONSUMERS
ENERGY COMPANY, a Michigan corporation, on behalf of the corporation.

                                            /s/ Margaret Hillman
                                            ------------------------------------
[Seal]                                      Margaret Hillman, Notary Public
                                            State of Michigan, County of Jackson
                                            My Commission Expires:  06/14/10
                                            Acting in the County of Jackson

                                      S-1

<PAGE>

                                         JPMORGAN CHASE BANK, AS TRUSTEE

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

/s/ Virginia Dominguez
- ------------------------------------
Virginia Dominguez
Trust Officer

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

/s/ William G. Keenan
- ------------------------------------
William G. Keenan
Vice President

/s/ Rosa Ciaccia
- ------------------------------------
Rosa Ciaccia
Trust Officer

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

            The foregoing instrument was acknowledged before me this 3rd of
August, 2004, by L. O'Brien, a Vice President of JPMORGAN CHASE BANK, a New York
corporation, on behalf of the corporation.

                                            /s/ Emily Fayan
                                            ------------------------------------
                                            EMILY FAYAN
                                            Notary Public, State of New York
[Seal]                                      No. 01FA4737006
                                            Qualified in Kings County
                                            Certificate Filed in New York County
                                            Commission Expires Dec. 31, 2005

Prepared by:                                When recorded, return to:
Kimberly C. Wilson                          Consumers Energy Company
One Energy Plaza, EP11-219                  Business Services Real Estate Dept.
Jackson, MI 49201                           Attn:  Nancy Fisher EP7-439
                                            One Energy Plaza
                                            Jackson, MI 49201

                                       S-2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(E)(XIV)
<SEQUENCE>3
<FILENAME>k89874exv4wxeyxxivy.txt
<DESCRIPTION>INDENTURES SUPPLEMENTAL: 96TH DATED AS OF 08/17/2004
<TEXT>
<PAGE>

                                                              EXHIBIT(4)(e)(xiv)

                       NINETY-SIXTH SUPPLEMENTAL INDENTURE

                        PROVIDING AMONG OTHER THINGS FOR

                              FIRST MORTGAGE BONDS,

                  $150,000,000 4.40% SERIES DUE 2009, SERIES K,

                  $150,000,000 4.40% SERIES DUE 2009, SERIES N,

                  $300,000,000 5.00% SERIES DUE 2012, SERIES L,

                  $300,000,000 5.00% SERIES DUE 2012, SERIES O,

                  $350,000,000 5.50% SERIES DUE 2016, SERIES M

                                       AND

                  $350,000,000 5.50% SERIES DUE 2016, SERIES P

                           DATED AS OF AUGUST 17, 2004

                            CONSUMERS ENERGY COMPANY

                                       TO

                              JPMORGAN CHASE BANK,

                                     TRUSTEE

                                                         Counterpart _____ of 80

<PAGE>

            THIS NINETY-SIXTH SUPPLEMENTAL INDENTURE, dated as of August 17,
2004 (herein sometimes referred to as "this Supplemental Indenture"), made and
entered into by and between CONSUMERS ENERGY COMPANY, a corporation organized
and existing under the laws of the State of Michigan, with its principal
executive office and place of business at One Energy Plaza, in Jackson, Jackson
County, Michigan 49201, formerly known as Consumers Power Company (hereinafter
sometimes referred to as the "Company"), and JPMORGAN CHASE BANK, a corporation
organized and existing under the laws of the State of New York, with its
corporate trust offices at 4 New York Plaza, New York, New York 10004
(hereinafter sometimes referred to as the "Trustee"), as Trustee under the
Indenture dated as of September 1, 1945 between Consumers Power Company, a Maine
corporation (hereinafter sometimes referred to as the "Maine corporation"), and
City Bank Farmers Trust Company (Citibank, N.A., successor, hereinafter
sometimes referred to as the "Predecessor Trustee"), securing bonds issued and
to be issued as provided therein (hereinafter sometimes referred to as the
"Indenture"),

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

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

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

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

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

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

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

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

            WHEREAS the Indenture was executed and delivered for the purpose of
securing such bonds as may from time to time be issued under and in accordance
with the terms of the Indenture, the aggregate principal amount of bonds to be
secured thereby being limited to $5,000,000,000 at any one time outstanding
(except as provided in Section 2.01 of the Indenture), and the Indenture
describes and sets forth the property conveyed thereby and is filed in the
Office of the Secretary of State of the State of Michigan and is of record in
the Office of

                                        1
<PAGE>

the Register of Deeds of each county in the State of Michigan in which this
Supplemental Indenture is to be recorded; and

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

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

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

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

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

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

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

            WHEREAS, the Indenture provides for the issuance of bonds thereunder
in one or more series, and the Company, by appropriate corporate action in
conformity with the terms of the Indenture, has duly determined to create, and
does hereby create, a new series of bonds under the Indenture designated 4.40%
Series due 2009, Series K, each of which bonds shall also bear the descriptive
title "First Mortgage Bonds" (hereinafter provided for and hereinafter sometimes
referred to as the "2009 Bonds, Series K"), the bonds of which series are to be
issued as registered bonds without coupons and are to bear interest at the rate
per annum specified in the title thereof and are to mature August 15, 2009; and

            WHEREAS, the Indenture provides for the issuance of bonds thereunder
in one or more series, and the Company, by appropriate corporate action in
conformity with the terms of the Indenture, has duly determined to create, and
does hereby create, a new series of bonds under the Indenture designated 5.00%
Series due 2012, Series L, each of which bonds shall also bear the descriptive
title "First Mortgage Bonds" (hereinafter provided for and hereinafter sometimes
referred to as the "2012 Bonds, Series L"), the bonds of which series are to be
issued as registered bonds without coupons and are to bear interest at the rate
per annum specified in the title thereof and are to mature February 15, 2012;
and

                                        2
<PAGE>

            WHEREAS, the Indenture provides for the issuance of bonds thereunder
in one or more series, and the Company, by appropriate corporate action in
conformity with the terms of the Indenture, has duly determined to create, and
does hereby create, a new series of bonds under the Indenture designated 5.50%
Series due 2016, Series M, each of which bonds shall also bear the descriptive
title "First Mortgage Bonds" (hereinafter provided for and hereinafter sometimes
referred to as the "2016 Bonds, Series M"), the bonds of which series are to be
issued as registered bonds without coupons and are to bear interest at the rate
per annum specified in the title thereof and are to mature August 15, 2016; and

            WHEREAS the Company and Barclays Capital Inc., Citigroup Global
Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs
& Co., ABN AMRO Incorporated, BNP Paribas Securities Corp., Comerica Securities,
Inc., Fifth Third Securities, Inc., Huntington Capital Corp., J.P. Morgan
Securities Inc. and Wedbush Morgan Securities Inc., (the "Initial Purchasers")
have entered into a Purchase Agreement dated August 11, 2004 (the "Purchase
Agreement"), pursuant to which the Company agreed to sell and the Initial
Purchasers agreed to buy $150,000,000 in aggregate principal amount of 2009
Bonds, Series K, $300,000,000 of 2012 Bonds, Series L and $350,000,000 of 2016
Bonds, Series M (such 2009 Bonds, Series K, 2012 Bonds, Series L and 2016 Bonds,
Series M together, the "Initial Bonds"); and

            WHEREAS the Company and the Initial Purchasers have entered into a
Registration Rights Agreement dated as of August 17, 2004 (the "Registration
Rights Agreement"); and

            WHEREAS the Registration Rights Agreement requires the Company to
use its reasonable best efforts to make an Exchange Offer (as defined therein)
which would allow (i) the Initial Purchasers, or permitted successor holders, of
the 2009 Bonds, Series K to exchange such bonds for bonds not subject to certain
restrictions under the Securities Act of 1933, as amended (the "Securities Act")
or to cause a Shelf Registration Statement (as defined in the Registration
Rights Agreement) to be declared effective with respect to the 2009 Bonds,
Series K, (ii) the Initial Purchasers, or permitted successor holders, of the
2012 Bonds, Series L to exchange such bonds for bonds not subject to certain
restrictions under the Securities Act or to cause a Shelf Registration Statement
(as defined in the Registration Rights Agreement) to be declared effective with
respect to the 2012 Bonds, Series L, and (iii) the Initial Purchasers, or
permitted successor holders, of the 2016 Bonds, Series M to exchange such bonds
for bonds not subject to certain restrictions under the Securities Act or to
cause a Shelf Registration Statement (as defined in the Registration Rights
Agreement) to be declared effective with respect to the 2016 Bonds, Series M;
and

            WHEREAS the Company has duly determined to create, and does hereby
create, a series of bonds under the Indenture to be issued in exchange for the
2009 Bonds, Series K, such bonds to be designated 4.40% Series due 2009, Series
N, each of which bonds shall also bear the descriptive title "First Mortgage
Bonds" (the "2009 Bonds, Series N"), the bonds of which series are to be issued
as registered bonds without coupons and are to bear interest at the rate per
annum specified in the title thereof and are to mature August 15, 2009; and

                                        3
<PAGE>

            WHEREAS the Company has duly determined to create, and does hereby
create, a series of bonds under the Indenture to be issued in exchange for the
2012 Bonds, Series L, such bonds to be designated 5.00% Series due 2012, Series
O, each of which bonds shall also bear the descriptive title "First Mortgage
Bonds" (the "2012 Bonds, Series O"), the bonds of which series are to be issued
as registered bonds without coupons and are to bear interest at the rate per
annum specified in the title thereof and are to mature February 15, 2012; and

            WHEREAS the Company has duly determined to create, and does hereby
create, a series of bonds under the Indenture to be issued in exchange for the
2016 Bonds, Series M, such bonds to be designated 5.50% Series due 2016, Series
P, each of which bonds shall also bear the descriptive title "First Mortgage
Bonds" (the "2016 Bonds, Series P" and, together with the 2009 Bonds, Series N
and the 2012 Bonds, Series O the "Exchange Bonds"), the bonds of which series
are to be issued as registered bonds without coupons and are to bear interest at
the rate per annum specified in the title thereof and are to mature August 15,
2016; and

            WHEREAS, each of the registered bonds without coupons of 2009 Bonds,
Series K, and the Trustee's Authentication Certificate thereon, each of the
registered bonds without coupons of the 2009 Bonds, Series N, and the Trustee's
Authentication Certificate thereon, each of the registered bonds without coupons
of the 2012 Bonds, Series L, and the Trustee's Authentication Certificate
thereon, each of the registered bonds without coupons of the 2012 Bonds, Series
O, and the Trustee's Authentication Certificate thereon, each of the registered
bonds without coupons of 2016 Bonds, Series M, and the Trustee's Authentication
Certificate thereon, and each of the registered bonds without coupons of 2016
Bonds, Series P, and the Trustee's Authentication Certificate thereon, are to be
substantially in the following forms, respectively, to wit:

              [FORM OF REGISTERED BOND OF THE 2009 BONDS, SERIES K]

                                     [FACE]

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

                                       4
<PAGE>

PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
(5) TO CONSUMERS ENERGY COMPANY OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

                            CONSUMERS ENERGY COMPANY
                               FIRST MORTGAGE BOND
                         4.40% SERIES DUE 2009, SERIES K

CUSIP: _______
                                                               $150,000,000
ISIN: ________

No.: ________________

            CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of One Hundred Fifty Million Dollars
($150,000,000) on August 15, 2009, and to pay to the registered holder hereof
interest on said sum from the latest semi-annual interest payment date to which
interest has been paid on the bonds of this series preceding the date hereof,
unless the date hereof be an interest payment date to which interest is being
paid, in which case from the date hereof, or unless the date hereof is prior to
February 15, 2005, in which case from August 17, 2004 (or if this bond is dated
between the record date for any interest payment date and such interest payment
date, then from such interest payment date, provided, however, that if the
Company shall default in payment of the interest due on such interest payment
date, then from the next preceding semi-annual interest payment date to which
interest has been paid on the bonds of this series, or if such interest payment
date is February 15, 2005, from August 17, 2004), at the rate per annum, until
the principal hereof shall have become due and payable, specified in the title
of this bond, payable on February 15 and August 15 in each

                                        5
<PAGE>

year. If the Company does not comply with certain of its obligations under the
Registration Rights Agreement entered into by the Company as of August 17, 2004
(in which case the Company shall notify the Trustee thereof), the bonds of this
series shall, in accordance with Section 5 of such Registration Rights
Agreement, bear additional interest ("Additional Interest") in addition to the
interest provided for in the immediately preceding sentence. For purposes of the
bonds of this series, the term "interest" shall be deemed to include interest
provided for in the second immediately preceding sentence and Additional
Interest, if any.

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

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

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

                                          CONSUMERS ENERGY COMPANY

Dated:

                                          By:      _____________________________
                                          Printed: _____________________________
                                          Title:   _____________________________

Attest: _________________________

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

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

                                            JPMORGAN CHASE BANK, Trustee

                                            By: ________________________________
                                                       Authorized Officer

                                        6
<PAGE>

                                    [REVERSE]

                            CONSUMERS ENERGY COMPANY

                               FIRST MORTGAGE BOND
                         4.40% SERIES DUE 2009, SERIES K

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

            This bond is one of the bonds of a series designated as First
Mortgage Bonds, 4.40% Series due 2009, Series K (sometimes herein referred to as
the "2009 Bonds, Series K" or the "Bonds") issued and to be issued from time to
time under and in accordance with and secured by an indenture dated as of
September 1, 1945, given by the Company (or its predecessor, Consumers Power
Company, a Maine corporation) to City Bank Farmers Trust Company (JPMorgan Chase
Bank, successor) (hereinafter sometimes referred to as the "Trustee"), together
with indentures supplemental thereto, heretofore or hereafter executed, to which
indenture and indentures supplemental thereto (hereinafter referred to
collectively as the "Indenture") reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and the rights of
the holders of said bonds and of the Trustee and of the Company in respect of
such security, and the limitations on such rights. By the terms of the
Indenture, the bonds to be secured thereby are issuable in series which may vary
as to date, amount, date of maturity, rate of interest and in other respects as
provided in the Indenture.

            The 2009 Bonds, Series K are redeemable upon notice given by mailing
the same, postage prepaid, not less than thirty days nor more than sixty days
prior to the date fixed for redemption to each registered holder of a bond to be
redeemed (in whole or in part) at the last address of such holder appearing on
the registry books. Any or all of the bonds of this series may be redeemed by
the Company, at any time and from time to time prior to maturity, at a
redemption price equal to the greater of (1) 100% of the principal amount of the
Bonds and (2) the sum of the present values of the Remaining Scheduled Payments
(as defined below) of principal and interest on the Bonds discounted to the
redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below), plus 20 basis points,
plus in either case accrued interest on the Bonds to the date of redemption.

            "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue (as

                                        7
<PAGE>

defined below), assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price (as
defined below) for such redemption date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker (as defined below) as
having a maturity comparable to the remaining term of the Bonds to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Bonds.

            "Independent Investment Banker" means either Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated or, if such firms are unwilling or unable to select the Comparable
Treasury Issues, an independent banking institution of national standing
selected by the Company.

            "Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "H.15(519)" or (2) if such release (or any
successor release) is not published or does not contain such prices on such
business day, (a) the average of the Reference Treasury Dealer Quotations (as
defined below) for such redemption date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations, or (b) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer (as defined below) and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such redemption date.

            "Reference Treasury Dealer" means (1) each of Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall replace that
former dealer with another Primary Treasury Dealer and (2) up to four other
Primary Treasury Dealers selected by the Company.

            "Remaining Scheduled Payments" means, with respect to each Bond to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if that redemption date is prior to an
interest payment date with respect to such Bond, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to that redemption date.

                                        8
<PAGE>

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

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

            The Company reserves the right, without any consent, vote or other
action by holders of the 2009 Bonds, Series K or any other series created after
the Sixty-eighth Supplemental Indenture to amend the Indenture to reduce the
percentage of the principal amount of bonds the holders of which are required to
approve any supplemental indenture (other than any supplemental indenture which
is subject to the proviso contained in the immediately preceding sentence) (a)
from not less than seventy-five per centum (including sixty per centum of each
series affected) to not less than a majority in principal amount of the bonds at
the time outstanding or (b) in case fewer than all series are affected, not less
than a majority in principal amount of the bonds of all affected series, voting
together.

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

          [END OF FORM OF REGISTERED BOND OF THE 2009 BONDS, SERIES K]

                                        9
<PAGE>

              [FORM OF REGISTERED BOND OF THE 2009 BONDS, SERIES N]

                                     [FACE]

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

                            CONSUMERS ENERGY COMPANY
                               FIRST MORTGAGE BOND
                         4.40% SERIES DUE 2009, SERIES N

CUSIP: ________________
                                                            $150,000,000
ISIN: ________________

No.: ________________

            CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of One Hundred Fifty Million Dollars
($150,000,000) on August 15, 2009 and to pay to the registered holder hereof
interest on said sum from the latest semi-annual interest payment date to which
interest has been paid on the bonds of this series preceding the date hereof,
unless the date hereof be an interest payment date to which interest is being
paid, in which case from the date hereof, or unless the date hereof is prior to
February 15, 2005, in which case from August 17, 2004 or unless the date hereof
is after February 15, 2005 but prior to the first date when any interest hereon
has been paid, in which case from the last interest payment date on the
Company's First Mortgage Bonds, 4.40% Series due 2009, Series K, to which
interest has been paid (or if this bond is dated between the record date for any
interest payment

                                       10
<PAGE>

date and such interest payment date, then from such interest payment date,
provided, however, that if the Company shall default in payment of the interest
due on such interest payment date, then from the next preceding semi-annual
interest payment date to which interest has been paid on the bonds of this
series, or if such interest payment date is February 15, 2005, from August 17,
2004), at the rate per annum, until the principal hereof shall have become due
and payable, specified in the title of this bond, payable on February 15 and
August 15 in each year.

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

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

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

                                            CONSUMERS ENERGY COMPANY

Dated:

                                            By: ________________________________
                                            Printed: ___________________________
                                            Title: _____________________________

Attest: _________________________

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

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

                                             JPMORGAN CHASE BANK, Trustee

                                             By: _______________________________
                                                       Authorized Officer

                                       11
<PAGE>

                                    [REVERSE]

                            CONSUMERS ENERGY COMPANY

                               FIRST MORTGAGE BOND
                         4.40% SERIES DUE 2009, SERIES N

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

            This bond is one of the bonds of a series designated as First
Mortgage Bonds, 4.40% Series due 2009, Series N (sometimes herein referred to as
the "2009 Bonds, Series N" or the "Bonds") issued and to be issued from time to
time under and in accordance with and secured by an indenture dated as of
September 1, 1945, given by the Company (or its predecessor, Consumers Power
Company, a Maine corporation) to City Bank Farmers Trust Company (JPMorgan Chase
Bank, successor) (hereinafter sometimes referred to as the "Trustee"), together
with indentures supplemental thereto, heretofore or hereafter executed, to which
indenture and indentures supplemental thereto (hereinafter referred to
collectively as the "Indenture") reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and the rights of
the holders of said bonds and of the Trustee and of the Company in respect of
such security, and the limitations on such rights. By the terms of the
Indenture, the bonds to be secured thereby are issuable in series which may vary
as to date, amount, date of maturity, rate of interest and in other respects as
provided in the Indenture.

            The 2009 Bonds, Series N are redeemable upon notice given by mailing
the same, postage prepaid, not less than thirty days nor more than sixty days
prior to the date fixed for redemption to each registered holder of a bond to be
redeemed (in whole or in part) at the last address of such holder appearing on
the registry books. Any or all of the bonds of this series may be redeemed by
the Company, at any time and from time to time prior to maturity, at a
redemption price equal to the greater of (1) 100% of the principal amount of the
Bonds and (2) the sum of the present values of the Remaining Scheduled Payments
(as defined below) of principal and interest on the Bonds discounted to the
redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below), plus 20 basis points,
plus in either case accrued interest on the Bonds to the date of redemption.

            "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue (as

                                       12
<PAGE>

defined below), assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price (as
defined below) for such redemption date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker (as defined below) as
having a maturity comparable to the remaining term of the Bonds to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Bonds.

            "Independent Investment Banker" means either Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated or, if such firms are unwilling or unable to select the Comparable
Treasury Issues, an independent banking institution of national standing
selected by the Company.

            "Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "H.15(519)" or (2) if such release (or any
successor release) is not published or does not contain such prices on such
business day, (a) the average of the Reference Treasury Dealer Quotations (as
defined below) for such redemption date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations, or (b) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer (as defined below) and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such redemption date.

            "Reference Treasury Dealer" means (1) each of Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall replace that
former dealer with another Primary Treasury Dealer and (2) up to four other
Primary Treasury Dealers selected by the Company.

            "Remaining Scheduled Payments" means, with respect to each Bond to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if that redemption date is prior to an
interest payment date with respect to such Bond, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to that redemption date.

                                       13
<PAGE>

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

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

            The Company reserves the right, without any consent, vote or other
action by holders of the 2009 Bonds, Series N or any other series created after
the Sixty-eighth Supplemental Indenture to amend the Indenture to reduce the
percentage of the principal amount of bonds the holders of which are required to
approve any supplemental indenture (other than any supplemental indenture which
is subject to the proviso contained in the immediately preceding sentence) (a)
from not less than seventy-five per centum (including sixty per centum of each
series affected) to not less than a majority in principal amount of the bonds at
the time outstanding or (b) in case fewer than all series are affected, not less
than a majority in principal amount of the bonds of all affected series, voting
together.

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

          [END OF FORM OF REGISTERED BOND OF THE 2009 BONDS, SERIES N]

                                       14
<PAGE>

              [FORM OF REGISTERED BOND OF THE 2012 BONDS, SERIES L]

                                     [FACE]

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

            THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
(5) TO CONSUMERS ENERGY COMPANY OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

                                       15
<PAGE>

                            CONSUMERS ENERGY COMPANY
                               FIRST MORTGAGE BOND
                         5.00% SERIES DUE 2012, SERIES L

CUSIP: __________________
                                                         $300,000,000
ISIN: __________________

No.: ________________

            CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Three Hundred Million Dollars
($300,000,000) on February 15, 2012 and to pay to the registered holder hereof
interest on said sum from the latest semi-annual interest payment date to which
interest has been paid on the bonds of this series preceding the date hereof,
unless the date hereof be an interest payment date to which interest is being
paid, in which case from the date hereof, or unless the date hereof is prior to
February 15, 2005, in which case from August 17, 2004 (or if this bond is dated
between the record date for any interest payment date and such interest payment
date, then from such interest payment date, provided, however, that if the
Company shall default in payment of the interest due on such interest payment
date, then from the next preceding semi-annual interest payment date to which
interest has been paid on the bonds of this series, or if such interest payment
date is February 15, 2005, from August 17, 2004), at the rate per annum, until
the principal hereof shall have become due and payable, specified in the title
of this bond, payable on February 15 and August 15 in each year. If the Company
does not comply with certain of its obligations under the Registration Rights
Agreement entered into by the Company as of August 17, 2004 (in which case the
Company shall notify the Trustee thereof), the bonds of this series shall, in
accordance with Section 5 of such Registration Rights Agreement, bear additional
interest ("Additional Interest") in addition to the interest provided for in the
immediately preceding sentence. For purposes of the bonds of this series, the
term "interest" shall be deemed to include interest provided for in the second
immediately preceding sentence and Additional Interest, if any.

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

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

                                       16
<PAGE>

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

                                             CONSUMERS ENERGY COMPANY

Dated:

                                             By: _______________________________
                                             Printed: __________________________
                                             Title: ____________________________

Attest: _________________________

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

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

                                             JPMORGAN CHASE BANK, Trustee

                                             By: _______________________________
                                                       Authorized Officer

                                    [REVERSE]

                            CONSUMERS ENERGY COMPANY

                               FIRST MORTGAGE BOND
                         5.00% SERIES DUE 2012, SERIES L

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

            This bond is one of the bonds of a series designated as First
Mortgage Bonds, 5.00% Series due 2012, Series L (sometimes herein referred to as
the "2012 Bonds, Series L" or

                                       17
<PAGE>

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

            The 2012 Bonds, Series L are redeemable upon notice given by mailing
the same, postage prepaid, not less than thirty days nor more than sixty days
prior to the date fixed for redemption to each registered holder of a bond to be
redeemed (in whole or in part) at the last address of such holder appearing on
the registry books. Any or all of the bonds of this series may be redeemed by
the Company, at any time and from time to time prior to maturity, at a
redemption price equal to the greater of (1) 100% of the principal amount of the
Bonds and (2) the sum of the present values of the Remaining Scheduled Payments
(as defined below) of principal and interest on the Bonds discounted to the
redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below), plus 20 basis points,
plus in either case accrued interest on the Bonds to the date of redemption.

            "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue (as defined below), assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price (as defined below) for such redemption date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker (as defined below) as
having a maturity comparable to the remaining term of the Bonds to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Bonds.

            "Independent Investment Banker" means either Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated or, if such firms are unwilling or unable to select the Comparable
Treasury Issues, an independent banking institution of national standing
selected by the Company.

            "Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "H.15(519)" or (2) if such release (or any
successor release) is not published or does not contain such prices on such
business day, (a) the average of

                                       18
<PAGE>

the Reference Treasury Dealer Quotations (as defined below) for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (b) if the Company obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer (as defined below) and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such redemption date.

            "Reference Treasury Dealer" means (1) each of Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall replace that
former dealer with another Primary Treasury Dealer and (2) up to four other
Primary Treasury Dealers selected by the Company.

            "Remaining Scheduled Payments" means, with respect to each Bond to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if that redemption date is prior to an
interest payment date with respect to such Bond, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to that redemption date.

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

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

                                       19
<PAGE>

            The Company reserves the right, without any consent, vote or other
action by holders of the 2012 Bonds, Series L or any other series created after
the Sixty-eighth Supplemental Indenture to amend the Indenture to reduce the
percentage of the principal amount of bonds the holders of which are required to
approve any supplemental indenture (other than any supplemental indenture which
is subject to the proviso contained in the immediately preceding sentence) (a)
from not less than seventy-five per centum (including sixty per centum of each
series affected) to not less than a majority in principal amount of the bonds at
the time outstanding or (b) in case fewer than all series are affected, not less
than a majority in principal amount of the bonds of all affected series, voting
together.

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

          [END OF FORM OF REGISTERED BOND OF THE 2012 BONDS, SERIES L]

              [FORM OF REGISTERED BOND OF THE 2012 BONDS, SERIES O]

                                     [FACE]

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

                                       20
<PAGE>

PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

                            CONSUMERS ENERGY COMPANY
                               FIRST MORTGAGE BOND
                         5.00% SERIES DUE 2012, SERIES O

CUSIP: __________________
                                                            $300,000,000
ISIN: __________________

No.: ________________

            CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Three Hundred Million Dollars
($300,000,000) on February 15, 2012 and to pay to the registered holder hereof
interest on said sum from the latest semi-annual interest payment date to which
interest has been paid on the bonds of this series preceding the date hereof,
unless the date hereof be an interest payment date to which interest is being
paid, in which case from the date hereof, or unless the date hereof is prior to
February 15, 2005, in which case from August 17, 2004 or unless the date hereof
is after February 15, 2005 but prior to the first date when any interest hereon
has been paid, in which case from the last interest payment date on the
Company's First Mortgage Bonds, 5.00% Series due 2012, Series L, to which
interest has been paid (or if this bond is dated between the record date for any
interest payment date and such interest payment date, then from such interest
payment date, provided, however, that if the Company shall default in payment of
the interest due on such interest payment date, then from the next preceding
semi-annual interest payment date to which interest has been paid on the bonds
of this series, or if such interest payment date is February 15, 2005, from
August 17, 2004), at the rate per annum, until the principal hereof shall have
become due and payable, specified in the title of this bond, payable on February
15 and August 15 in each year.

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

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

                                       21
<PAGE>

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

                                            CONSUMERS ENERGY COMPANY

Dated:

                                            By: ________________________________
                                            Printed: ___________________________
                                            Title: _____________________________

Attest: _________________________

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

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

                                            JPMORGAN CHASE BANK, Trustee

                                            By: ________________________________
                                                       Authorized Officer

                                    [REVERSE]

                            CONSUMERS ENERGY COMPANY

                               FIRST MORTGAGE BOND
                         5.00% SERIES DUE 2012, SERIES O

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

                                       22
<PAGE>

any coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts.

            This bond is one of the bonds of a series designated as First
Mortgage Bonds, 5.00% Series due 2012, Series O (sometimes herein referred to as
the "2012 Bonds, Series O" or the "Bonds") issued and to be issued from time to
time under and in accordance with and secured by an indenture dated as of
September 1, 1945, given by the Company (or its predecessor, Consumers Power
Company, a Maine corporation) to City Bank Farmers Trust Company (JPMorgan Chase
Bank, successor) (hereinafter sometimes referred to as the "Trustee"), together
with indentures supplemental thereto, heretofore or hereafter executed, to which
indenture and indentures supplemental thereto (hereinafter referred to
collectively as the "Indenture") reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and the rights of
the holders of said bonds and of the Trustee and of the Company in respect of
such security, and the limitations on such rights. By the terms of the
Indenture, the bonds to be secured thereby are issuable in series which may vary
as to date, amount, date of maturity, rate of interest and in other respects as
provided in the Indenture.

            The 2012 Bonds, Series O are redeemable upon notice given by mailing
the same, postage prepaid, not less than thirty days but no more than sixty days
prior to the date fixed for redemption to each registered holder of a bond to be
redeemed (in whole or in part) at the last address of such holder appearing on
the registry books. Any or all of the bonds of this series may be redeemed by
the Company, at any time and from time to time prior to maturity, at a
redemption price equal to the greater of (1) 100% of the principal amount of the
Bonds and (2) the sum of the present values of the Remaining Scheduled Payments
(as defined below) of principal and interest on the Bonds discounted to the
redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below), plus 20 basis points,
plus in either case accrued interest on the Bonds to the date of redemption.

            "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue (as defined below), assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price (as defined below) for such redemption date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker (as defined below) as
having a maturity comparable to the remaining term of the Bonds to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Bonds.

            "Independent Investment Banker" means either Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated or, if such firms are unwilling or unable to select the Comparable
Treasury Issues, an independent banking institution of national standing
selected by the Company.

                                       23
<PAGE>

            "Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "H.15(519)" or (2) if such release (or any
successor release) is not published or does not contain such prices on such
business day, (a) the average of the Reference Treasury Dealer Quotations (as
defined below) for such redemption date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations, or (b) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer (as defined below) and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such redemption date.

            "Reference Treasury Dealer" means (1) each of Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall replace that
former dealer with another Primary Treasury Dealer and (2) up to four other
Primary Treasury Dealers selected by the Company.

            "Remaining Scheduled Payments" means, with respect to each Bond to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if that redemption date is prior to an
interest payment date with respect to such Bond, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to that redemption date.

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

            The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than seventy-five per
centum in principal amount of the bonds (exclusive of bonds disqualified by
reason of the Company's interest therein) at the time outstanding, including, if
more than one series of bonds shall be at the time outstanding, not less than
sixty per centum in principal amount of each series affected, to effect, by an
indenture supplemental to the Indenture, modifications or alterations of the
Indenture and of the rights and obligations of the Company and the rights of the
holders of the bonds and coupons; provided, however, that no such modification
or alteration shall be made without the written approval or consent of the
holder hereof which will (a) extend the maturity of this bond or reduce the rate
or

                                       24
<PAGE>

extend the time of payment of interest hereon or reduce the amount of the
principal hereof or reduce any premium payable on the redemption hereof, or (b)
permit the creation of any lien, not otherwise permitted, prior to or on a
parity with the lien of the Indenture, or (c) reduce the percentage of the
principal amount of the bonds upon the approval or consent of the holders of
which modifications or alterations may be made as aforesaid.

            The Company reserves the right, without any consent, vote or other
action by holders of the 2012 Bonds, Series O or any other series created after
the Sixty-eighth Supplemental Indenture to amend the Indenture to reduce the
percentage of the principal amount of bonds the holders of which are required to
approve any supplemental indenture (other than any supplemental indenture which
is subject to the proviso contained in the immediately preceding sentence) (a)
from not less than seventy-five per centum (including sixty per centum of each
series affected) to not less than a majority in principal amount of the bonds at
the time outstanding or (b) in case fewer than all series are affected, not less
than a majority in principal amount of the bonds of all affected series, voting
together.

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

          [END OF FORM OF REGISTERED BOND OF THE 2012 BONDS, SERIES O]

              [FORM OF REGISTERED BOND OF THE 2016 BONDS, SERIES M]

                                     [FACE]

            THIS BOND IS A GLOBAL BOND REGISTERED IN THE NAME OF THE DEPOSITARY
(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL BONDS REPRESENTED HEREBY, THIS GLOBAL
BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
GLOBAL BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK), A NEW YORK CORPORATION (THE
"DEPOSITARY"), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH

                                       25
<PAGE>

OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY)
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

            THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
(5) TO CONSUMERS ENERGY COMPANY OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

                            CONSUMERS ENERGY COMPANY
                               FIRST MORTGAGE BOND
                         5.50% SERIES DUE 2016, SERIES M

CUSIP: _______
                                                           $350,000,000
ISIN: ________

No.: ________________

            CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Three Hundred Fifty Million Dollars
($350,000,000) on August 15, 2016, and to pay to the registered holder hereof
interest on said sum from the latest semi-annual interest payment date to which
interest has been paid on the bonds of this series preceding the date hereof,
unless the date hereof be an interest payment date to which interest is being
paid, in which case from the date hereof, or unless the date hereof is prior to
February 15, 2005, in which case from August 17, 2004 (or if this bond is dated
between the record date for any interest payment date and such interest payment
date, then from such interest payment date, provided, however, that if the
Company shall default in payment of the interest due on such interest

                                       26
<PAGE>

payment date, then from the next preceding semi-annual interest payment date to
which interest has been paid on the bonds of this series, or if such interest
payment date is February 15, 2005, from August 17, 2004), at the rate per annum,
until the principal hereof shall have become due and payable, specified in the
title of this bond, payable on February 15 and August 15 in each year. If the
Company does not comply with certain of its obligations under the Registration
Rights Agreement entered into by the Company as of August 17, 2004 (in which
case the Company shall notify the Trustee thereof), the bonds of this series
shall, in accordance with Section 5 of such Registration Rights Agreement, bear
additional interest ("Additional Interest") in addition to the interest provided
for in the immediately preceding sentence. For purposes of the bonds of this
series, the term "interest" shall be deemed to include interest provided for in
the second immediately preceding sentence and Additional Interest, if any.

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

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

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

                                              CONSUMERS ENERGY COMPANY

Dated:

                                              By: ______________________________
                                              Printed: _________________________
                                              Title: ___________________________

Attest: _________________________

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

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

                                                JPMORGAN CHASE BANK, Trustee

                                                By: ____________________________
                                                        Authorized Officer

                                       27
<PAGE>

                                    [REVERSE]

                            CONSUMERS ENERGY COMPANY

                               FIRST MORTGAGE BOND
                         5.50% SERIES DUE 2016, SERIES M

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

            This bond is one of the bonds of a series designated as First
Mortgage Bonds, 5.50% Series due 2016, Series M (sometimes herein referred to as
the "2016 Bonds, Series M" or the "Bonds") issued and to be issued from time to
time under and in accordance with and secured by an indenture dated as of
September 1, 1945, given by the Company (or its predecessor, Consumers Power
Company, a Maine corporation) to City Bank Farmers Trust Company (JPMorgan Chase
Bank, successor) (hereinafter sometimes referred to as the "Trustee"), together
with indentures supplemental thereto, heretofore or hereafter executed, to which
indenture and indentures supplemental thereto (hereinafter referred to
collectively as the "Indenture") reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and the rights of
the holders of said bonds and of the Trustee and of the Company in respect of
such security, and the limitations on such rights. By the terms of the
Indenture, the bonds to be secured thereby are issuable in series which may vary
as to date, amount, date of maturity, rate of interest and in other respects as
provided in the Indenture.

            The 2016 Bonds, Series M are redeemable upon notice given by mailing
the same, postage prepaid, not less than thirty days nor more than sixty days
prior to the date fixed for redemption to each registered holder of a bond to be
redeemed (in whole or in part) at the last address of such holder appearing on
the registry books. Any or all of the bonds of this series may be redeemed by
the Company, at any time and from time to time prior to maturity, at a
redemption price equal to the greater of (1) 100% of the principal amount of the
Bonds and (2) the sum of the present values of the Remaining Scheduled Payments
(as defined below) of principal and interest on the Bonds discounted to the
redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below), plus 25 basis points,
plus in either case accrued interest on the Bonds to the date of redemption.

            "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue (as

                                       28
<PAGE>

defined below), assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price (as
defined below) for such redemption date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker (as defined below) as
having a maturity comparable to the remaining term of the Bonds to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Bonds.

            "Independent Investment Banker" means either Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated or, if such firms are unwilling or unable to select the Comparable
Treasury Issues, an independent banking institution of national standing
selected by the Company.

            "Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "H.15(519)" or (2) if such release (or any
successor release) is not published or does not contain such prices on such
business day, (a) the average of the Reference Treasury Dealer Quotations (as
defined below) for such redemption date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations, or (b) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer (as defined below) and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such redemption date.

            "Reference Treasury Dealer" means (1) each of Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall replace that
former dealer with another Primary Treasury Dealer and (2) up to four other
Primary Treasury Dealers selected by the Company.

            "Remaining Scheduled Payments" means, with respect to each Bond to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if that redemption date is prior to an
interest payment date with respect to such Bond, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to that redemption date.

                                       29
<PAGE>

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

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

            The Company reserves the right, without any consent, vote or other
action by holders of the 2016 Bonds, Series M or any other series created after
the Sixty-eighth Supplemental Indenture to amend the Indenture to reduce the
percentage of the principal amount of bonds the holders of which are required to
approve any supplemental indenture (other than any supplemental indenture which
is subject to the proviso contained in the immediately preceding sentence) (a)
from not less than seventy-five per centum (including sixty per centum of each
series affected) to not less than a majority in principal amount of the bonds at
the time outstanding or (b) in case fewer than all series are affected, not less
than a majority in principal amount of the bonds of all affected series, voting
together.

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

          [END OF FORM OF REGISTERED BOND OF THE 2016 BONDS, SERIES M]

                                       30
<PAGE>

              [FORM OF REGISTERED BOND OF THE 2016 BONDS, SERIES P]

                                     [FACE]

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

                            CONSUMERS ENERGY COMPANY
                               FIRST MORTGAGE BOND
                         5.50% SERIES DUE 2016, SERIES P

CUSIP: ________________
                                                            $350,000,000
ISIN: ________________

No.: ________________

            CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Three Hundred Fifty Million Dollars
($350,000,000) on August 15, 2016 and to pay to the registered holder hereof
interest on said sum from the latest semi-annual interest payment date to which
interest has been paid on the bonds of this series preceding the date hereof,
unless the date hereof be an interest payment date to which interest is being
paid, in which case from the date hereof, or unless the date hereof is prior to
February 15, 2005, in which case from August 17, 2004 or unless the date hereof
is after February 15, 2005 but prior to the first date when any interest hereon
has been paid, in which case from the last interest payment date on the
Company's First Mortgage Bonds, 5.50% Series due 2016, Series M, to which
interest has been paid (or if this bond is dated between the record date for any
interest payment

                                       31
<PAGE>

date and such interest payment date, then from such interest payment date,
provided, however, that if the Company shall default in payment of the interest
due on such interest payment date, then from the next preceding semi-annual
interest payment date to which interest has been paid on the bonds of this
series, or if such interest payment date is February 15, 2005, from August 17,
2004), at the rate per annum, until the principal hereof shall have become due
and payable, specified in the title of this bond, payable on February 15 and
August 15 in each year.

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

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

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

                                                 CONSUMERS ENERGY COMPANY

Dated:

                                                 By: ___________________________
                                                 Printed: ______________________
                                                 Title: ________________________

Attest: _________________________

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

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

                                                  JPMORGAN CHASE BANK, Trustee

                                                  By: __________________________
                                                          Authorized Officer

                                       32
<PAGE>

                                    [REVERSE]

                            CONSUMERS ENERGY COMPANY

                               FIRST MORTGAGE BOND
                         5.50% SERIES DUE 2016, SERIES P

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

            This bond is one of the bonds of a series designated as First
Mortgage Bonds, 5.50% Series due 2016, Series P (sometimes herein referred to as
the "2016 Bonds, Series P" or the "Bonds") issued and to be issued from time to
time under and in accordance with and secured by an indenture dated as of
September 1, 1945, given by the Company (or its predecessor, Consumers Power
Company, a Maine corporation) to City Bank Farmers Trust Company (JPMorgan Chase
Bank, successor) (hereinafter sometimes referred to as the "Trustee"), together
with indentures supplemental thereto, heretofore or hereafter executed, to which
indenture and indentures supplemental thereto (hereinafter referred to
collectively as the "Indenture") reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and the rights of
the holders of said bonds and of the Trustee and of the Company in respect of
such security, and the limitations on such rights. By the terms of the
Indenture, the bonds to be secured thereby are issuable in series which may vary
as to date, amount, date of maturity, rate of interest and in other respects as
provided in the Indenture.

            The 2016 Bonds, Series P are redeemable upon notice given by mailing
the same, postage prepaid, not less than thirty days nor more than sixty days
prior to the date fixed for redemption to each registered holder of a bond to be
redeemed (in whole or in part) at the last address of such holder appearing on
the registry books. Any or all of the bonds of this series may be redeemed by
the Company, at any time and from time to time prior to maturity, at a
redemption price equal to the greater of (1) 100% of the principal amount of the
Bonds and (2) the sum of the present values of the Remaining Scheduled Payments
(as defined below) of principal and interest on the Bonds discounted to the
redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below), plus 25 basis points,
plus in either case accrued interest on the Bonds to the date of redemption.

            "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue (as

                                       33
<PAGE>

defined below), assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price (as
defined below) for such redemption date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker (as defined below) as
having a maturity comparable to the remaining term of the Bonds to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Bonds.

            "Independent Investment Banker" means either Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated or, if such firms are unwilling or unable to select the Comparable
Treasury Issues, an independent banking institution of national standing
selected by the Company.

            "Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "H.15(519)" or (2) if such release (or any
successor release) is not published or does not contain such prices on such
business day, (a) the average of the Reference Treasury Dealer Quotations (as
defined below) for such redemption date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations, or (b) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer (as defined below) and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such redemption date.

            "Reference Treasury Dealer" means (1) each of Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall replace that
former dealer with another Primary Treasury Dealer and (2) up to four other
Primary Treasury Dealers selected by the Company.

            "Remaining Scheduled Payments" means, with respect to each Bond to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if that redemption date is prior to an
interest payment date with respect to such Bond, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to that redemption date.

                                       34
<PAGE>

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

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

            The Company reserves the right, without any consent, vote or other
action by holders of the 2016 Bonds, Series P or any other series created after
the Sixty-eighth Supplemental Indenture to amend the Indenture to reduce the
percentage of the principal amount of bonds the holders of which are required to
approve any supplemental indenture (other than any supplemental indenture which
is subject to the proviso contained in the immediately preceding sentence) (a)
from not less than seventy-five per centum (including sixty per centum of each
series affected) to not less than a majority in principal amount of the bonds at
the time outstanding or (b) in case fewer than all series are affected, not less
than a majority in principal amount of the bonds of all affected series, voting
together.

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

          [END OF FORM OF REGISTERED BOND OF THE 2016 BONDS, SERIES P]

                                       35
<PAGE>

            AND WHEREAS all acts and things necessary to make the 2009 Bonds,
Series K, the 2009 Bonds, Series N, the 2012 Bonds, Series L, the 2012 Bonds,
Series O, the 2016 Bonds, Series M and the 2016 Bonds, Series P (collectively
referred to herein as the "Bonds"), when duly executed by the Company and
authenticated by the Trustee or its agent and issued as prescribed in the
Indenture, as heretofore supplemented and amended, this Supplemental Indenture,
the valid, binding and legal obligations of the Company, and to constitute the
Indenture, as supplemented and amended as aforesaid, as well as by this
Supplemental Indenture, a valid, binding and legal instrument for the security
thereof, have been done and performed, and the creation, execution and delivery
of this Supplemental Indenture and the creation, execution and issuance of bonds
subject to the terms hereof and of the Indenture, as so supplemented and
amended, have in all respects been duly authorized;

            NOW, THEREFORE, in consideration of the premises, of the acceptance
and purchase by the holders thereof of the bonds issued and to be issued under
the Indenture, as supplemented and amended as above set forth, duly paid by the
Trustee to the Company, and of other good and valuable considerations, the
receipt whereof is hereby acknowledged, and for the purpose of securing the due
and punctual payment of the principal of and premium, if any, and interest on
all bonds now outstanding under the Indenture and the $150,000,000 principal
amount of the 2009 Bonds, Series K, the $300,000,000 principal amount of the
2012 Bonds, Series L and the $350,000,000 principal amount of the 2016 Bonds,
Series M and of the Exchange Bonds, if issued, and all other bonds which shall
be issued under the Indenture, as supplemented and amended from time to time,
and for the purpose of securing the faithful performance and observance of all
covenants and conditions therein, and in any indenture supplemental thereto, set
forth, the Company has given, granted, bargained, sold, released, transferred,
assigned, hypothecated, pledged, mortgaged, confirmed, set over, warranted,
alienated and conveyed and by these presents does give, grant, bargain, sell,
release, transfer, assign, hypothecate, pledge, mortgage, confirm, set over,
warrant, alienate and convey unto JPMorgan Chase Bank, as Trustee, as provided
in the Indenture, and its successor or successors in the trust thereby and
hereby created and to its or their assigns forever, all the right, title and
interest of the Company in and to all the property, described in Section 14
hereof, together (subject to the provisions of Article X of the Indenture) with
the tolls, rents, revenues, issues, earnings, income, products and profits
thereof, excepting, however, the property, interests and rights specifically
excepted from the lien of the Indenture as set forth in the Indenture;

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

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

                                       36
<PAGE>

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

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

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

            SECTION 1. There is hereby created one series of bonds (the 2009
Bonds, Series K) designated as hereinabove provided, which shall also bear the
descriptive title "First Mortgage Bond", and the form thereof shall be
substantially as hereinbefore set forth. The 2009 Bonds, Series K shall be
issued in the aggregate principal amount of $150,000,000, shall mature on August
15, 2009 and shall be issued only as registered bonds without coupons in
denominations of $1,000 and any multiple thereof. The serial numbers of the 2009
Bonds, Series K shall be such as may be approved by any officer of the Company,
the execution thereof by any such officer either manually or by facsimile
signature to be conclusive evidence of such approval. The 2009 Bonds, Series K
shall bear interest at the rate per annum, until the principal thereof shall
have become due and payable, specified in the title thereto, payable
semi-annually on February 15 and August 15 in each year. If the Company does not
comply with certain of its obligations under the Registration Rights Agreement,
(in which case the Company shall notify the Trustee thereof), the 2009 Bonds,
Series K shall, in accordance with Section 5 of the Registration Rights
Agreement, bear additional interest ("Additional Interest") in addition to the
interest provided for in the immediately preceding sentence. For purposes of
this Supplemental Indenture and the 2009 Bonds, Series K, the term "interest"
shall be deemed to include interest provided for in the second immediately
preceding sentence and Additional Interest, if any. The principal of and the
premium, if any, and the interest on said bonds shall be payable in any coin or
currency of the United States of America which at the time of payment is legal
tender for

                                       37
<PAGE>

public and private debts, at the office or agency of the Company in the City of
New York, designated for that purpose.

            SECTION 2. There is hereby created one series of bonds (the 2012
Bonds, Series L) designated as hereinabove provided, which shall also bear the
descriptive title "First Mortgage Bond", and the form thereof shall be
substantially as hereinbefore set forth. The 2012 Bonds, Series L shall be
issued in the aggregate principal amount of $300,000,000 shall mature on
February 15, 2012 and shall be issued only as registered bonds without coupons
in denominations of $1,000 and any multiple thereof. The serial numbers of the
2012 Bonds, Series L shall be such as may be approved by any officer of the
Company, the execution thereof by any such officer either manually or by
facsimile signature to be conclusive evidence of such approval. The 2012 Bonds,
Series L shall bear interest at the rate per annum, until the principal thereof
shall have become due and payable, specified in the title thereto, payable
semi-annually on February 15 and August 15 in each year. If the Company does not
comply with certain of its obligations under the Registration Rights Agreement,
(in which case the Company shall notify the Trustee thereof), the 2012 Bonds,
Series L shall, in accordance with Section 5 of the Registration Rights
Agreement, bear Additional Interest in addition to the interest provided for in
the immediately preceding sentence. For purposes of this Supplemental Indenture
and the 2012 Bonds, Series L, the term "interest" shall be deemed to include
interest provided for in the second immediately preceding sentence and
Additional Interest, if any. The principal of and the premium, if any, and the
interest on said bonds shall be payable in any coin or currency of the United
States of America which at the time of payment is legal tender for public and
private debts, at the office or agency of the Company in the City of New York,
designated for that purpose.

            SECTION 3. There is hereby created one series of bonds (the 2016
Bonds, Series M) designated as hereinabove provided, which shall also bear the
descriptive title "First Mortgage Bond", and the form thereof shall be
substantially as hereinbefore set forth. The 2016 Bonds, Series M shall be
issued in the aggregate principal amount of $350,000,000, shall mature on August
15, 2016 and shall be issued only as registered bonds without coupons in
denominations of $1,000 and any multiple thereof. The serial numbers of the 2016
Bonds, Series M shall be such as may be approved by any officer of the Company,
the execution thereof by any such officer either manually or by facsimile
signature to be conclusive evidence of such approval. The 2016 Bonds, Series M
shall bear interest at the rate per annum, until the principal thereof shall
have become due and payable, specified in the title thereto, payable
semi-annually on February 15 and August 15 in each year. If the Company does not
comply with certain of its obligations under the Registration Rights Agreement,
(in which case the Company shall notify the Trustee thereof), the 2016 Bonds,
Series M shall, in accordance with Section 5 of the Registration Rights
Agreement, bear Additional Interest in addition to the interest provided for in
the immediately preceding sentence. For purposes of this Supplemental Indenture
and the 2016 Bonds, Series M, the term "interest" shall be deemed to include
interest provided for in the second immediately preceding sentence and
Additional Interest, if any. The principal of and the premium, if any, and the
interest on said bonds shall be payable in any coin or currency of the United
States of America which at the time of payment is legal tender for public and
private debts, at the office or agency of the Company in the City of New York,
designated for that purpose.

                                       38
<PAGE>

            SECTION 4. The Company and the Initial Purchasers have entered into
the Registration Rights Agreement. The Registration Rights Agreement provides
the 2009 Bonds, Series K, the 2012 Bonds, Series L and the 2016 Bonds, Series M
that are issued and sold without registration under the Securities Act may be
exchanged for the 2009 Bonds, Series N, the 2012 Bonds, Series O and the 2016
Bonds, Series P, respectively, each of which will be registered under the
Securities Act and will otherwise have substantially the same terms as the 2009
Bonds, Series K, the 2012 Bonds, Series L and the 2016 Bonds, Series M,
respectively. In the event such exchange does not occur, the Company is required
to cause a Shelf Registration Statement as defined in and pursuant to the
Registration Rights Agreement to be declared effective with respect to the 2009
Bonds, Series K, the 2012 Bonds, Series L and/or the 2016 Bonds, Series M.

            SECTION 5. Terms of Bonds.

            5.01 Form of Bonds.

            (a)The 2009 Bonds, Series K, the 2012 Bonds, Series L and the 2016
Bonds, Series M offered and sold to a Qualified Institutional Buyer (within the
meaning of Rule 144A under the Securities Act) in reliance on Rule 144A under
the Securities Act ("Rule 144A") or in reliance on Regulation S under the
Securities Act ("Regulation S"), in each case as provided in the Purchase
Agreement, shall in each case be issued initially in the form of one or more
permanent Global Bonds in definitive, fully registered form without interest
coupons with the global securities legend and restricted securities legend set
forth in Section 5.02(b) hereof (each, a "Restricted Global Bond"), which shall
be deposited on behalf of the purchasers of the Initial Bonds represented
thereby with the Trustee, at its corporate trust office, as securities custodian
(or with such other securities custodian as the Depository (as defined below)
may direct), and registered in the name of the Depository or a nominee of the
Depository, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Global Bonds may
from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depository or its nominee as hereinafter provided.
Exchange Bonds shall be issued in global form. Exchange Bonds issued in global
form and Restricted Global Bonds are sometimes referred to in this Supplemental
Indenture as "Global Bonds." The Depositary for the Global Bonds shall be The
Depository Trust Company, a New York corporation, or its duly appointed
successor (the "Depository").

            (b)This Section 5.01(b) shall apply only to a Global Bond deposited
with or on behalf of the Depository.

            The Company shall execute and the Trustee shall, in the case of each
of the 2009 Bonds, Series K, the 2009 Bonds, Series N, the 2012 Bonds, Series L,
the 2012 Bonds, Series O, the 2016 Bonds, Series M and the 2016 Bonds, Series P,
in accordance with this Section 5.01(b), authenticate and deliver initially one
or more Global Bonds that (a) shall be registered in the name of the Depository
or the nominee of the Depository and (b) shall be delivered by the Trustee to
the Depository or pursuant to the Depository's instructions or held by the
Trustee as securities custodian.

                                       39
<PAGE>

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

            (c)Except as provided in this Section 5.01, Section 5.02 or Section
5.03, owners of beneficial interests in Restricted Global Bonds shall not be
entitled to receive physical delivery of certificated Bonds.

            5.02 Transfer and Exchange.

            (a) Transfer and Exchange of Global Bonds.

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

                  (ii) Notwithstanding any other provision of this Supplemental
      Indenture (other than the provisions set forth in Section 5.03), a Global
      Bond may not be transferred as a whole except by the Depository to a
      nominee of the Depository or by a nominee of the Depository to the
      Depository or another nominee of the Depository or by the Depository or
      any such nominee to a successor Depository or a nominee of such successor
      Depository.

                  (iii) In the event that a Restricted Global Bond is exchanged
      for Bonds in certificated registered form pursuant to Section 5.03 prior
      to the consummation of a registered exchange offer or the effectiveness of
      a Shelf Registration Statement (as defined in the Registration Rights
      Agreement) with respect to such Initial Bonds, such Restricted Global Bond
      may be exchanged only in accordance with such procedures as are
      substantially consistent with the provisions of this Section 5.02 and such
      other procedures as may from time to time be adopted by the Company;
      provided, however, the Trustee shall be notified of such event.

            (b) Legend.

                  (i) Except as permitted by the following paragraphs (ii),
      (iii) and (iv), each Bond certificate evidencing a Transfer Restricted
      Security (as defined in the Registration Rights Agreement) shall bear a
      legend in substantially the following form:

      THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")

                                       40
<PAGE>

      AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
      (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
      INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
      ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
      UNDER THE SECURITIES ACT, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH
      RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3)
      PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
      PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN ACCORDANCE WITH
      ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT, (5) TO CONSUMERS ENERGY COMPANY OR (6) PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH
      ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

                  (ii) Upon any sale or transfer of a Transfer Restricted
      Security (as defined in the Registration Rights Agreement) (including any
      Transfer Restricted Security (as defined in the Registration Rights
      Agreement) represented by a Restricted Global Bond) pursuant to Rule 144,
      the security registrar shall, subject to approval by the Company, permit
      the transferee thereof to exchange such Transfer Restricted Security (as
      defined in the Registration Rights Agreement) for a certificated Bond that
      does not bear the legend set forth above and rescind any restriction on
      the transfer of such Transfer Restricted Security (as defined in the
      Registration Rights Agreement), if the transferor thereof certifies in
      writing to the security registrar that such sale or transfer was made in
      reliance on Rule 144.

                  (iii) After a transfer of any Initial Bonds pursuant to and
      during the period of the effectiveness of a Shelf Registration Statement
      (as defined in the Registration Rights Agreement) with respect to such
      Initial Bonds all requirements pertaining to legends on such Initial Bonds
      with respect to such Bonds transferred will cease to apply and Initial
      Bonds in global form, without restrictive transfer legends, will be
      available to the transferee of the holder of such Initial Bonds upon
      written directions to transfer such holder's interest in the Global Bond.

                  (iv) Upon the consummation of a registered exchange offer with
      respect to the Initial Bonds, Exchange Bonds in global form will be
      available to holders that exchange such Initial Bonds in such registered
      exchange offer.

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

                                       41
<PAGE>

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

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

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

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

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

            (e) No Obligation of Trustee.

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

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

                                       42
<PAGE>

            5.03 Certificated Bonds.

            (a) A Global Bond deposited with the Depository or with the Trustee
as securities custodian pursuant to Section 5.01 shall be transferred to the
beneficial owners thereof in the form of certificated Bonds in an aggregate
principal amount equal to the principal amount of such Global Bond, in exchange
for such Global Bond, only if such transfer complies with this Section 5.03 and
the conditions set forth in Article II of the Indenture.

            (b) Any Global Bond that is transferable to the beneficial owners
thereof pursuant to this Section 5.03 shall be surrendered by the Depository to
the Trustee at its corporate trust office to be so transferred, in whole or from
time to time in part, without charge, and the Trustee shall authenticate and
deliver, upon such transfer of each portion of such Global Bond, an equal
aggregate principal amount of certificated Bonds of authorized denominations.
Any portion of a Global Bond transferred pursuant to this Section 5.03 shall be
executed, authenticated and delivered only in denominations of $1,000 principal
amount and any integral multiple thereof and registered in such names as the
Depository shall direct. Any certificated Initial Bond delivered in exchange for
an interest in the Global Bond shall bear the restricted securities legend set
forth in Section 5.02(b) hereof.

            (c) Subject to the provisions of Section 5.03(b), the registered
holder of a Global Bond shall be entitled to grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold
interests through Agent Members, to take any action which a holder is entitled
to take under the Indenture or the Bonds.

            5.04 Issuance of Exchange Bonds. The Trustee shall not authenticate
the 2009 Bonds, Series N, the 2012 Bonds, Series O or the 2016 Bonds, Series P
for issuance until (i) such bonds are issued in principal amount equal to the
principal amount of retired 2009 Bonds, Series K, 2012 Bonds, Series L and 2016
Bonds, Series M, respectively, made the basis for such issuance in accordance
with Article V of the Indenture and (ii) the Trustee shall have received (or
shall receive concurrently with the granting of the application of the Company
for the authentication and delivery by the Trustee of such bonds) the documents
required by Article V of the Indenture.

            SECTION 6. The 2009 Bonds, Series K, the 2009 Bonds, Series N, the
2012 Bonds, Series L, the 2012 Bonds, Series O, the 2016 Bonds, Series M and the
2016 Bonds, Series P, are redeemable upon notice given by mailing the same,
postage prepaid, not less than thirty days nor more than sixty days prior to the
date fixed for redemption to each registered holder of a bond to be redeemed (in
whole or in part) at the last address of such holder appearing on the registry
books. Any or all of the bonds of this series may be redeemed by the Company, at
any time and from time to time prior to maturity, at a redemption price equal to
the greater of (1) 100% of the principal amount of the Bonds and (2) the sum of
the present values of the Remaining Scheduled Payments (as defined below) of
principal and interest on the Bonds discounted to the redemption date
semiannually (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below), plus: (i) in the case of the 2009 Bonds,
Series K, the 2009 Bonds, Series N, the 2012 Bonds, Series L or the 2012 Bonds,
Series O, 20 basis points plus accrued interest on the Bonds to the date of
redemption and (ii) in the case of

                                       43
<PAGE>

the 2016 Bonds, Series M or the 2016 Bonds, Series P, 25 basis points plus
accrued interest on the Bonds to the date of redemption.

            "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue (as defined below), assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price (as defined below) for such redemption date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker (as defined below) as
having a maturity comparable to the remaining term of the Bonds to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Bonds.

            "Independent Investment Banker" means either Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, or, if such firms are unwilling or unable to select the Comparable
Treasury Issues, an independent banking institution of national standing
selected by the Company.

            "Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "H.15(519)" or (2) if such release (or any
successor release) is not published or does not contain such prices on such
business day, (a) the average of the Reference Treasury Dealer Quotations (as
defined below) for such redemption date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations, or (b) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer (as defined below) and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such redemption date.

            "Reference Treasury Dealer" means (1) each of Barclays Capital Inc.,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall replace that
former dealer with another Primary Treasury Dealer and (2) up to four other
Primary Treasury Dealers selected by the Company.

            "Remaining Scheduled Payments" means, with respect to each Bond to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that,

                                       44
<PAGE>

if that redemption date is prior to an interest payment date with respect to
such Bond, the amount of the next succeeding scheduled interest payment thereon
will be reduced by the amount of interest accrued thereon to that redemption
date.

            SECTION 7. The 2009 Bonds, Series K, the 2009 Bonds, Series N, the
2012 Bonds, Series L, the 2012 Bonds, Series O, the 2016 Bonds, Series M and the
2016 Bonds, Series P are not redeemable by the operation of the maintenance and
replacement provisions of the Indenture or with the proceeds of released
property or in any other manner except as set forth in Section 6 hereof.

            SECTION 8. The Company reserves the right, without any consent, vote
or other action by the holders of the 2009 Bonds, Series K, the 2009 Bonds,
Series N, the 2012 Bonds, Series L, the 2012 Bonds, Series O, the 2016 Bonds,
Series M and the 2016 Bonds, Series P, or of any subsequent series of bonds
issued under the Indenture, to make such amendments to the Indenture, as
supplemented, as shall be necessary in order to amend Section 17.02 to read as
follows:

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

                                       45
<PAGE>

            the provisions of Sections 16.02 and 16.03 hereof, the Trustee shall
            not be liable for any determination made in good faith in connection
            herewith.

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

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

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

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

                                       46
<PAGE>

            SECTION 9. As supplemented and amended as above set forth, the
Indenture is in all respects ratified and confirmed, and the Indenture and all
indentures supplemental thereto shall be read, taken and construed as one and
the same instrument.

            SECTION 10. The Trustee assumes no responsibility for or in respect
of the validity or sufficiency of this Supplemental Indenture or of the
Indenture as hereby supplemented or the due execution hereof by the Company or
for or in respect of the recitals and statements contained herein (other than
those contained in the sixth, seventh and eighth recitals hereof), all of which
recitals and statements are made solely by the Company.

            SECTION 11. This Supplemental Indenture may be simultaneously
executed in several counterparts and all such counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.

            SECTION 12. In the event the date of any notice required or
permitted hereunder shall not be a Business Day (as defined below), then
(notwithstanding any other provision of the Indenture or of any supplemental
indenture thereto) such notice need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on
the date fixed for such notice. "Business Day" means, with respect to this
Section 12, any day, other than a Saturday or Sunday, on which banks generally
are open in New York, New York for the conduct of substantially all of their
commercial lending activities and on which interbank wire transfers can be made
on the Fedwire system.

            SECTION 13. This Supplemental Indenture, the 2009 Bonds, Series K,
the 2009 Bonds, Series N, the 2012 Bonds, Series L, the 2012 Bonds, Series O,
the 2016 Bonds, Series M and the 2016 Bonds, Series P shall be governed by and
deemed to be a contract under, and construed in accordance with, the laws of the
State of Michigan, and for all purposes shall be construed in accordance with
the laws of such state, except as may otherwise be required by mandatory
provisions of law.

            SECTION 14. Detailed Description of Property Mortgaged:

                                       I.

                       ELECTRIC GENERATING PLANTS AND DAMS

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

                                       47
<PAGE>

                                      II.

                           ELECTRIC TRANSMISSION LINES

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

                                      III.

                          ELECTRIC DISTRIBUTION SYSTEMS

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

                                      IV.

               ELECTRIC SUBSTATIONS, SWITCHING STATIONS AND SITES

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

                                       48
<PAGE>

                                       V.

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

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

                                      VI.

                               GAS STORAGE FIELDS

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

                                      VII.

                             GAS TRANSMISSION LINES

            All the gas transmission lines of the Company, constructed or
otherwise acquired by it and not heretofore described in the Indenture or any
supplement thereto and not heretofore released from the lien of the Indenture,
including gas mains, pipes, pipelines, gates, valves, meters and other
appliances and equipment, and all other property, real or personal, forming a

                                       49
<PAGE>

part of or appertaining to or used, occupied or enjoyed in connection with such
transmission lines or any of them or adjacent thereto; together with all real
property, right of way, easements, permits, privileges, franchises and rights
for or relating to the construction, maintenance or operation thereof, through,
over, under or upon any private property or any public streets or highways,
within as well as without the corporate limits of any municipal corporation.

                                     VIII.

                            GAS DISTRIBUTION SYSTEMS

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

                                      IX.

               OFFICE BUILDINGS, SERVICE BUILDINGS, GARAGES, ETC.

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

                                       X.

                            TELEPHONE PROPERTIES AND
                          RADIO COMMUNICATION EQUIPMENT

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

                                       50
<PAGE>

property, real or personal (except any in the Indenture expressly excepted),
fixed stations, towers, auxiliary radio buildings and equipment, and all
appurtenances used in connection therewith, wherever located, in the State of
Michigan.

                                       XI.

                               OTHER REAL PROPERTY

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

                                  ALCONA COUNTY

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

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

                                 ALLEGAN COUNTY

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

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

                                  ALPENA COUNTY

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

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

                                       51
<PAGE>

                                  ANTRIM COUNTY

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

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

                                  ARENAC COUNTY

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

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

                                  BARRY COUNTY

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

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

                                       52
<PAGE>

                                   BAY COUNTY

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

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

                                  BENZIE COUNTY

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

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

                                  BRANCH COUNTY

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

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

                                 CALHOUN COUNTY

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

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

                                       53
<PAGE>

                                   CASS COUNTY

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

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

                                CHARLEVOIX COUNTY

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

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

                                CHEBOYGAN COUNTY

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

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

                                  CLARE COUNTY

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

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

                                 CLINTON COUNTY

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

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

                                       54
<PAGE>

                                 CRAWFORD COUNTY

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

            A parcel of land in Section 1, T28N, R1W, described as: Commencing
      at NW corner said section; thence South 89 degrees 53'30" East along North
      section line 105.78 feet to point of beginning; thence South 89 degrees
      53'30" East along North section line 649.64 feet; thence South 55 degrees
      42'30" East 340.24 feet; thence South 55 degrees 44' 37"" East 5,061.81
      feet to the East section line; thence South 00 degrees 00' 08"" West along
      East section line 441.59 feet; thence North 55 degrees 44' 37" West
      5,310.48 feet; thence North 55 degrees 42'30" West 877.76 feet to point of
      beginning.

                                  EATON COUNTY

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

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

                                  EMMET COUNTY

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

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

                                 GENESEE COUNTY

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

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

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

                                       55
<PAGE>

      thence S01 degrees 42'56"E along the West line of said Duffield Road a
      distance of 500 feet to the point of beginning.

                                 GLADWIN COUNTY

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

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

                              GRAND TRAVERSE COUNTY

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

            A parcel of land in the Northwest 1/4 of Section 3, T25N, R11W,
      described as follows: Commencing at the Northwest corner of said section,
      running thence S 89 degrees 19'15" E along the North line of said section
      and the center line of Clouss Road 225 feet, thence South 400 feet, thence
      N 89 degrees 19'15" W 225 feet to the West line of said section and the
      center line of Hannah Road, thence North along the West line of said
      section and the center line of Hannah Road 400 feet to the place of
      beginning for this description.

                                 GRATIOT COUNTY

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

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

                                HILLSDALE COUNTY

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

            Lot 238 of Assessors Plat of the Village of Litchfield.

                                  HURON COUNTY

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

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

                                       56
<PAGE>

                                  INGHAM COUNTY

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

            A parcel of land 660 feet wide in the Southwest 1/4 of Section 7
      lying South of the centerline of Sitts Road as extended to the North-South
      1/4 line of said Section 7, T2N, R1W, more particularly described as
      follows: Commence at the Southwest corner of said Section 7, thence North
      along the West line of said Section 2502.71 feet to the centerline of
      Sitts Road; thence South 89 degrees 54'45" East along said centerline
      2282.38 feet to the place of beginning of this description; thence
      continuing South 89 degrees 54'45" East along said centerline and said
      centerline extended 660.00 feet to the North-South 1/4 line of said
      section; thence South 00 degrees 07'20" West 1461.71 feet; thence North 89
      degrees 34'58" West 660.00 feet; thence North 00 degrees 07'20" East
      1457.91 feet to the centerline of Sitts Road and the place of beginning.

                                  IONIA COUNTY

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

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

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

                                  IOSCO COUNTY

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

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

                                       57
<PAGE>

      440.00 feet; thence North 165.00 feet; thence East 440.00 feet to the said
      North and South 1/4 line of said section and the place of beginning.

                                 ISABELLA COUNTY

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

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

                                 JACKSON COUNTY

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

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

                                KALAMAZOO COUNTY

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

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

                                       58
<PAGE>

                                 KALKASKA COUNTY

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

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

                                   KENT COUNTY

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

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

                                   LAKE COUNTY

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

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

                                       59
<PAGE>

                                  LAPEER COUNTY

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

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

                                 LEELANAU COUNTY

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

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

                                 LENAWEE COUNTY

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

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

                                LIVINGSTON COUNTY

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

            Parcel 1

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

            Parcel 2

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

                                       60
<PAGE>

                                  MACOMB COUNTY

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

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

                                 MANISTEE COUNTY

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

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

                                  MASON COUNTY

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

            Parcel 1

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

            Parcel 2

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

                                       61
<PAGE>

                                 MECOSTA COUNTY

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

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

                                 MIDLAND COUNTY

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

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

                                MISSAUKEE COUNTY

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

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

                                  MONROE COUNTY

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

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

                                 MONTCALM COUNTY

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

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

                                       62
<PAGE>

                               MONTMORENCY COUNTY

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

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

                                 MUSKEGON COUNTY

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

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

                                 NEWAYGO COUNTY

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

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

                                 OAKLAND COUNTY

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

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

                                  OCEANA COUNTY

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

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

                                       63
<PAGE>

                                  OGEMAW COUNTY

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

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

                                 OSCEOLA COUNTY

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

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

                                  OSCODA COUNTY

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

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

                                  OTSEGO COUNTY

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

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

                                  OTTAWA COUNTY

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

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

                                       64
<PAGE>

                               PRESQUE ISLE COUNTY

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

            Part of the South half of the Northeast quarter, Section 24, T34N,
      R5E, and part of the Northwest quarter, Section 19, T34N, R6E, more fully
      described as: Commencing at the East -1/4 corner of said Section 24;
      thence N 00 degrees 15'47" E, 507.42 feet, along the East line of said
      Section 24 to the point of beginning; thence S 88 degrees 15'36" W, 400.00
      feet, parallel with the North 1/8 line of said Section 24; thence N 00
      degrees 15'47" E, 800.00 feet, parallel with said East line of Section 24;
      thence N 88 degrees 15'36"E, 800.00 feet, along said North 1/8 line of
      Section 24 and said line extended; thence S 00 degrees 15'47" W, 800.00
      feet, parallel with said East line of Section 24; thence S 88 degrees
      15'36" W, 400.00 feet, parallel with said North 1/8 line of Section 24 to
      the point of beginning.

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

                                ROSCOMMON COUNTY

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

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

                                 SAGINAW COUNTY

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

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

                                       65
<PAGE>

                                 SANILAC COUNTY

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

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

                                SHIAWASSEE COUNTY

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

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

                                ST. CLAIR COUNTY

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

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

                                ST. JOSEPH COUNTY

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

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

                                 TUSCOLA COUNTY

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

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

                                VAN BUREN COUNTY

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

            All that part of the West 20 acres of the N 1/2 of the NE fractional
      1/4 of Section 1, T2S, R17W, except the West 17 rods of the North 80 rods,
      being more

                                       66
<PAGE>

      particularly described as follows: To find the place of beginning of this
      description commence at the N 1/4 post of said section; run thence N 89
      degrees 29' 20" E along the North line of said section 280.5 feet to the
      place of beginning of this description; thence continuing N 89 degrees 29'
      20" E along said North line of said section 288.29 feet; thence S 00
      degrees 44' 00" E, 1531.92 feet; thence S 89 degrees 33' 30" W, 568.79
      feet to the North and South 1/4 line of said section; thence N 00 degrees
      44' 00" W along said North and South 1/4 line of said section 211.4 feet;
      thence N 89 degrees 29' 20" E, 280.5 feet; thence N 00 degrees 44' 00" W,
      1320 feet to the North line of said section and the place of beginning.

                                WASHTENAW COUNTY

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

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

                                  WAYNE COUNTY

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

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

                                 WEXFORD COUNTY

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

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

                                       67
<PAGE>

      with said North section line 450 feet, thence North parallel with said
      West section line 350 feet to the place of beginning.

            SECTION 15. The Company is a transmitting utility under Section
9501(2) of the Michigan Uniform Commercial Code (M.C.L. 440.9501(2)) as defined
in M.C.L. 440.9102(1)(aaaa).

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

                                       68
<PAGE>

                                          CONSUMERS ENERGY COMPANY

(SEAL)                               By:  /s/ Laura L. Mountcastle
                                          ------------------------
                                          Laura L. Mountcastle
Attest:                                   Vice President and Treasurer

/s/ Joyce H. Norkey
- -------------------
Joyce H. Norkey
Assistant Secretary

Signed, sealed and delivered
by CONSUMERS ENERGY COMPANY
in the presence of

/s/ Kimberly C. Wilson
- ----------------------
Kimberly C. Wilson

/s/ Sammie B. Dalton
- --------------------
Sammie B. Dalton

STATE OF MICHIGAN    )
                       ss.
COUNTY OF JACKSON    )

            The foregoing instrument was acknowledged before me this 17th day of
August, 2004, by Laura L. Mountcastle, Vice President and Treasurer of CONSUMERS
ENERGY COMPANY, a Michigan corporation, on behalf of the corporation.

                                          /s/ Margaret Hillman
                                          -------------------------------
                                          Margaret Hillman, Notary Public

[Seal]

                                          State of Michigan, County of Jackson
                                          My Commission Expires:  06/14/10
                                          Acting in Jackson County

                                       S-1

<PAGE>

                                      JPMORGAN CHASE BANK, AS TRUSTEE

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

/s/ Rosa Ciaccia
- ----------------------------
Rosa Ciaccia
Trust Officer

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

/s/ Nicholas Sberlati
- ----------------------------
Nicholas Sberlati
Trust Officer

/s/ Virginia Dominguez
- ----------------------------
Virginia Dominguez
Trust Officer

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

            The foregoing instrument was acknowledged before me this 17th day of
August, 2004, by L. O'Brien, a Vice President of JPMORGAN CHASE BANK, a New York
corporation, on behalf of the corporation.

                                          /s/ Emily Fayan
                                          -------------------------------
                                          EMILY FAYAN
                                          Notary Public, State of New York
[Seal]                                    No.01FA4737006
                                          Qualified in Kings County
                                          Certificate Filed in New York County
                                          Commission Expires Dec. 31, 2005

Prepared by:                              When recorded, return to:
Kimberly C. Wilson                        Consumers Energy Company
One Energy Plaza, EP11-219                Business Services Real Estate Dept.
Jackson, MI 49201                         Attn: Nancy Fisher EP7-439
                                          One Energy Plaza
                                          Jackson, MI 49201

                                       S-2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(E)(XV)
<SEQUENCE>4
<FILENAME>k89874exv4wxeyxxvy.txt
<DESCRIPTION>INDENTURES SUPPLEMENTAL: 97TH DATED AS OF 09/01/2004
<TEXT>
<PAGE>

                                                              EXHIBIT (4)(e)(xv)

                      NINETY-SEVENTH SUPPLEMENTAL INDENTURE

                        PROVIDING AMONG OTHER THINGS FOR
                              FIRST MORTGAGE BONDS,
                         3 3/8% SERIES DUE JUNE 15, 2010

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

                          DATED AS OF SEPTEMBER 1, 2004

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

                            CONSUMERS ENERGY COMPANY

                                       TO

                               JPMORGAN CHASE BANK
                                     TRUSTEE

                                                          Counterpart ____ of 90

<PAGE>

            NINETY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of September 1, 2004
(hereinafter sometimes referred to as "this Supplemental Indenture"), made and
entered into by and between CONSUMERS ENERGY COMPANY, a corporation organized
and existing under the laws of the State of Michigan, with its principal
executive office and place of business at One Energy Plaza, in Jackson, Jackson
County, Michigan 49201, formerly known as Consumers Power Company (hereinafter
sometimes referred to as the "Company"), and JPMORGAN CHASE BANK, a corporation
organized and existing under the laws of the State of New York, with its
corporate trust offices at 4 New York Plaza, in the Borough of Manhattan, The
City of New York, New York 10004 (hereinafter sometimes referred to as the
"Trustee"), as Trustee under the Indenture dated as of September 1, 1945 between
Consumers Power Company, a Maine corporation (hereinafter sometimes referred to
as the "Maine corporation"), and City Bank Farmers Trust Company (Citibank,
N.A., successor, hereinafter sometimes referred to as the "Predecessor
Trustee"), securing bonds issued and to be issued as provided therein
(hereinafter sometimes referred to as the "Indenture"),

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

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

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

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

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

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

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

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

            WHEREAS the Indenture was executed and delivered for the purpose of
securing such bonds as may from time to time be issued under and in accordance
with the terms of the Indenture, the aggregate principal amount of bonds to be
secured thereby being limited to

                                       1
<PAGE>

$5,000,000,000 at any one time outstanding (except as provided in Section 2.01
of the Indenture), and the Indenture describes and sets forth the property
conveyed thereby and is filed in the Office of the Secretary of State of the
State of Michigan and is of record in the Office of the Register of Deeds of
each county in the State of Michigan in which this Supplemental Indenture is to
be recorded; and

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

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

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

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

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

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

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

            WHEREAS pursuant to a Trust Indenture, dated as of September 1, 2004
(the "MSF Trust Indenture") by and between the Michigan Strategic Fund, a
Michigan public body corporate and politic of the State of Michigan (the
"Issuer"), and JPMorgan Chase Bank, as trustee (together with any successor
trustee thereto, the "MSF Trust Indenture Trustee"), the Issuer has agreed to
issue and sell $30,000,000 principal amount of its Limited Obligation Refunding
Revenue Bonds (Consumers Energy Company Project) Collateralized Series 2004
(hereinafter sometimes called the "MSF Refunding Revenue Bonds"), in order to
provide funds for the refunding of certain pollution control revenue bonds
previously issued by the Issuer to finance the costs of constructing and
installing pollution control facilities at plants of the Company; and

                                       2
<PAGE>

            WHEREAS the MSF Trust Indenture provides, among other things, for
credit enhancement on the MSF Refunding Revenue Bonds; and

            WHEREAS MBIA Insurance Corporation, a New York-domiciled stock
insurance company ("MBIA") has agreed to provide such credit enhancement on the
MSF Refunding Revenue Bonds through the issuance of its financial guaranty
insurance policy (the "Policy") which insures certain payments of principal of
and interest on the MSF Refunding Revenue Bonds, as specified therein; and

            WHEREAS the Company has entered into a Loan Agreement, dated as of
September 1, 2004 with the Issuer (the "Loan Agreement") in connection with (i)
the issuance of the MSF Refunding Revenue Bonds, in order to refund certain
pollution control revenue bonds, and (ii) the payment of the MSF Refunding
Revenue Bonds, and pursuant to such Loan Agreement the Company has agreed to
issue a new series of bonds under the Indenture in order to secure the payment
of the MSF Refunding Revenue Bonds; and

            WHEREAS for such purposes the Company desires to issue a new series
of bonds, to be designated 3 3/8% Series due June 15, 2010, each of which bonds
shall also bear the descriptive title "First Mortgage Bond" (hereinafter
provided for and hereinafter sometimes referred to as the "Series 2004 Bonds"),
the bonds of which series are to be issued as registered bonds without coupons
and are to bear interest at the rate per annum specified herein and are to
mature on June 15, 2010; and

            WHEREAS each of the registered bonds without coupons of the Series
2004 Bonds and the Trustee's Authentication Certificate thereon are to be
substantially in the following form:

               [FORM OF REGISTERED BOND OF THE SERIES 2004 BONDS]

                                     [FACE]

                            CONSUMERS ENERGY COMPANY

              FIRST MORTGAGE BOND, 3 3/8% SERIES DUE JUNE 15, 2010

No.                                                           $30,000,000

            Notwithstanding any provisions hereof or in the Indenture, this bond
is not assignable or transferable except as may be required to effect a transfer
to any successor trustee under the Trust Indenture, dated as of September 1,
2004 between the Michigan Strategic Fund and JPMorgan Chase Bank, as trustee,
or, subject to compliance with applicable law, as may be involved in the course
of the exercise of rights and remedies consequent upon an Event of Default under
said Trust Indenture.

            CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to JPMorgan Chase
Bank, as

                                       3
<PAGE>

trustee, or registered assigns, the principal sum of Thirty Million Dollars on
June 15, 2010, and to pay to the registered holder hereof interest on said sum
from the latest semi-annual interest payment date to which interest has been
paid on the bonds of this series preceding the date hereof, unless the date
hereof be an interest payment date to which interest is being paid, in which
case from the date hereof, or unless the date hereof is prior to December 15,
2004, in which case from September 22, 2004 (or, if this bond is dated between
the record date for any interest payment date and such interest payment date,
then from such interest payment date, provided, however, that if the Company
shall default in payment of the interest due on such interest payment date, then
from the next preceding semi-annual interest payment date to which interest has
been paid on the bonds of this series, or if such interest payment date is
December 15, 2004, from September 22, 2004), at the rate per annum, until the
principal hereof shall have become due and payable, specified in the title of
this bond, payable on June 15 and December 15 in each year.

            Under a Trust Indenture dated as of September 1, 2004 (hereinafter
sometimes referred to as the "MSF Trust Indenture"), between the Michigan
Strategic Fund (hereinafter sometimes called "MSF") and JPMorgan Chase Bank, as
trustee (hereinafter, together with any successor trustee thereto, sometimes
called the "MSF Trust Indenture Trustee"), MSF has issued Limited Obligation
Refunding Revenue Bonds (Consumers Energy Company Project) Collateralized Series
2004 (hereinafter sometimes referred to as "MSF Refunding Revenue Bonds"). This
bond was originally issued to MSF and simultaneously and irrevocably assigned by
the MSF to the MSF Trust Indenture Trustee so as to secure the payment of the
MSF Refunding Revenue Bonds. Payments of principal of, or premium, if any, or
interest on, the MSF Refunding Revenue Bonds shall constitute payments on this
bond as further provided herein and in the supplemental indenture pursuant to
which this bond has been issued.

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

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

                                       4
<PAGE>

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

      Dated:

                                          CONSUMERS ENERGY COMPANY

                                          By:  _____________________________
                                          Its: _____________________________

Attest:

__________________________
Assistant Secretary

                 [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

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

                                          JPMorgan Chase Bank, Trustee

                                          By _________________________________
                                             Authorized Officer

                                    [REVERSE]

                            CONSUMERS ENERGY COMPANY

              FIRST MORTGAGE BOND, 3 3/8% SERIES DUE JUNE 15, 2010

            The interest payable on any June 15 and December 15 will, subject to
certain exceptions provided in the Indenture hereinafter mentioned, be paid to
the person in whose name this bond is registered at the close of business on the
record date, which shall be the first day of

                                       5
<PAGE>

the month in which such interest payment is due (whether or not a business day).
The principal of and the premium, if any, and the interest on this bond shall be
payable at the office or agency of the Company in the City of Jackson, Michigan
designated for that purpose, in any coin or currency of the United States of
America which at the time of payment is legal tender for public and private
debts.

            Upon payment of the principal of, or premium, if any, or interest
on, the MSF Refunding Revenue Bonds, whether at maturity or prior to maturity by
redemption or otherwise or upon provision for the payment thereof having been
made in accordance with Article I or VI of the MSF Trust Indenture, the
principal of, and premium, if any, on the Series 2004 Bonds and the interest
thereon then due shall, to the extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of the Company thereunder to
make such payment shall forthwith cease and be discharged and, in the case of
the payment of principal and premium, if any, such Series 2004 Bonds shall be
surrendered for cancellation or presented for appropriate notation to the
Trustee. The Trustee may at any time and all times conclusively assume that the
obligation of the Company to make payments with respect to the principal of and
premium, if any, and interest on the Series 2004 Bonds, so far as such payments
at the time have become due, has been fully satisfied and discharged pursuant to
the foregoing sentence unless and until the Trustee shall have received a
written notice from the MSF Trust Indenture Trustee signed by one of its
officers stating (i) that timely payment of principal of, or premium or interest
on, the MSF Refunding Revenue Bonds has not been made, (ii) that the Company is
in arrears as to the payments required to be made by it to the MSF Trust
Indenture Trustee pursuant to the Loan Agreement after giving effect to any
available moneys in the Bond Fund provided by the MSF Trust Indenture, and (iii)
the amount of the arrearage.

            This bond is one of the bonds issued and to be issued from time to
time under and in accordance with and all secured by an Indenture dated as of
September 1, 1945, given by the Company (or its predecessor of the same name, a
Maine corporation) to City Bank Farmers Trust Company (JPMorgan Chase Bank,
successor) (hereinafter sometimes referred to as the "Trustee"), and indentures
supplemental thereto, heretofore or hereafter executed, to which indenture and
indentures supplemental thereto (hereinafter referred to collectively as the
"Indenture") reference is hereby made for a description of the property
mortgaged and pledged, the nature and extent of the security and the rights,
duties and immunities thereunder of the Trustee and the rights of the holders of
said bonds and of the Trustee and of the Company in respect of such security,
and the limitations on such rights. By the terms of the Indenture, the bonds to
be secured thereby are issuable in series which may vary as to date, amount,
date of maturity, rate of interest and in other respects as provided in the
Indenture.

            The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than seventy-five per
centum in principal amount of the bonds (exclusive of bonds disqualified by
reason of the Company's interest therein) at the time outstanding, including, if
more than one series of bonds shall be at the time outstanding, not less than
sixty per centum in principal amount of each series affected, to effect, by an
indenture supplemental to the Indenture, modifications or alterations of the
Indenture and of the rights and obligations of the Company and the rights of the
holders of the bonds and coupons; provided, however, that no such modification
or alteration shall be made without the written approval or

                                       6
<PAGE>

consent of the holder hereof which will (a) extend the maturity of this bond or
reduce the rate or extend the time of payment of interest hereon or reduce the
amount of the principal hereof, or (b) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with the lien of the Indenture, or
(c) reduce the percentage of the principal amount of the bonds the holders of
which are required to approve any such supplemental indenture.

            This bond is not redeemable by the operation of the improvement fund
or the maintenance and replacement provisions of the Indenture or by the use of
proceeds of released property.

            This bond is redeemable on the respective dates and in the
respective principal amounts which correspond to the redemption dates for, and
the principal amounts to be redeemed of, the MSF Refunding Revenue Bonds,
including provision for redemption upon demand of the MSF Trust Indenture
Trustee following the occurrence of an Event of Default under the MSF Trust
Indenture and the acceleration of the MSF Refunding Revenue Bonds.

            This bond shall not be assignable or transferable except as may be
required to effect a transfer to any successor trustee under the MSF Trust
Indenture, or, subject to compliance with applicable law, as may be involved in
the course of the exercise of rights and remedies consequent upon an Event of
Default under the MSF Trust Indenture. Any such transfer shall be effected at
the Investor Services Department of the Company, as transfer agent (hereinafter
referred to as "corporate trust office"). This bond shall be exchangeable for
other registered bonds of the same series, in the manner and upon the conditions
prescribed in the Indenture, upon the surrender of such bonds at said corporate
trust office of the transfer agent. However, notwithstanding the provisions of
Section 2.05 of the Indenture, no charge shall be made upon any registration of
transfer or exchange of bonds of said series other than for any tax or taxes or
other governmental charge required to be paid by the Company.

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

           [End of Form of Registered Bond of the Series 2004 Bonds.]

            AND WHEREAS all acts and things necessary to make the Series 2004
Bonds, when duly executed by the Company and authenticated by the Trustee or its
agent and issued as prescribed in the Indenture, as heretofore supplemented and
amended, and this Supplemental Indenture provided, the valid, binding and legal
obligations of the Company, and to constitute the Indenture, as supplemented and
amended as aforesaid, as well as by this Supplemental

                                       7
<PAGE>

Indenture, a valid, binding and legal instrument for the security thereof, have
been done and performed, and the creation, execution and delivery of this
Supplemental Indenture and the creation, execution and issuance of bonds subject
to the terms hereof and of the Indenture, as so supplemented and amended, have
in all respects been duly authorized;

            NOW, THEREFORE, in consideration of the premises, of the acceptance
and purchase by the holders thereof of the bonds issued and to be issued under
the Indenture, as supplemented and amended as above set forth, and of the sum of
One Dollar duly paid by the Trustee to the Company, and of other good and
valuable considerations, the receipt whereof is hereby acknowledged, and for the
purpose of securing the due and punctual payment of the principal of and
premium, if any, and interest on all bonds now outstanding under the Indenture
and the $30,000,000 principal amount of Series 2004 Bonds proposed to be issued
initially and all other bonds which shall be issued under the Indenture, as
supplemented and amended from time to time, and for the purpose of securing the
faithful performance and observance of all covenants and conditions therein, and
in any indenture supplemental thereto, set forth, the Company has given,
granted, bargained, sold, released, transferred, assigned, hypothecated,
pledged, mortgaged, confirmed, set over, warranted, alienated and conveyed and
by these presents does give, grant, bargain, sell, release, transfer, assign,
hypothecate, pledge, mortgage, confirm, set over, warrant, alienate and convey
unto JPMorgan Chase Bank, as Trustee, as provided in the Indenture, and its
successor or successors in the trust thereby and hereby created and to its or
their assigns forever, all the right, title and interest of the Company in and
to all the property, described in Section 11 hereof, together (subject to the
provisions of Article X of the Indenture) with the tolls, rents, revenues,
issues, earnings, income, products and profits thereof, excepting, however, the
property, interests and rights specifically excepted from the lien of the
Indenture as set forth in the Indenture.

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

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

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

            BUT IN TRUST, NEVERTHELESS, with power of sale for the equal and
proportionate benefit and security of the holders of all bonds now or hereafter
authenticated and

                                       8
<PAGE>

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

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

            SECTION 1. There is hereby created one series of bonds designated as
hereinabove provided, which shall also bear the descriptive title "First
Mortgage Bond", and the form thereof shall be substantially as hereinbefore set
forth. Series 2004 Bonds shall be issued in the aggregate principal amount of
$30,000,000, shall mature on June 15, 2010 and shall be issued only as
registered bonds without coupons in denominations of $5,000 and any multiple
thereof. The serial numbers of the Series 2004 Bonds shall be such as may be
approved by any officer of the Company, the execution thereof by any such
officer either manually or by facsimile signature to be conclusive evidence of
such approval. Series 2004 Bonds shall bear interest at the rate per annum,
until the principal thereof shall have become due and payable, specified in the
title thereof, payable semi-annually on June 15 and December 15 in each year.
The principal of and the premium, if any, and the interest on said bonds shall
be payable in any coin or currency of the United States of America which at the
time of payment is legal tender for public and private debts, at the office or
agency of the Company in the City of Jackson, Michigan designated for that
purpose.

            Upon payment of the principal of, and premium, if any, or interest
on the MSF Refunding Revenue Bonds, whether at maturity or prior to maturity by
redemption or otherwise, or upon provision for payment thereof having been made
in accordance with Article I or IV of the MSF Trust Indenture, the principal of,
and premium, if any, on the Series 2004 Bonds and the interest thereon then due
shall, to the extent of such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company thereunder to make such
payment shall forthwith cease and be discharged, and, in the case of such
payment of principal and premium, if any, such Series 2004 Bonds shall be
surrendered for cancellation or presented for appropriate notation to the
Trustee. The Trustee may at any time and all times conclusively

                                       9
<PAGE>

assume that the obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on the Series 2004 Bonds, so far
as such payments at the time have become due, has been fully satisfied and
discharged pursuant to the foregoing sentence unless and until the Trustee shall
have received a written notice from the MSF Trust Indenture Trustee signed by
one of its officers stating (i) that timely payment of principal of, or premium
or interest on, the MSF Refunding Revenue Bonds has not been made, (ii) that the
Company is in arrears as to the payments required to be made by it to the MSF
Trust Indenture Trustee pursuant to the Loan Agreement after giving effect to
any available moneys in the Bond Fund provided by the MSF Trust Indenture, and
(iii) the amount of the arrearage.

            Each Series 2004 Bond is to be irrevocably assigned to, and
registered in the name of the MSF Trust Indenture Trustee , to secure payment of
the MSF Refunding Revenue Bonds , the proceeds of which have been provided for
the refunding of certain pollution control revenue bonds which the Company has
agreed to refund pursuant to the provisions of the Loan Agreement.

            Series 2004 Bonds shall not be assignable or transferable except as
may be required to effect a transfer to any successor trustee under the MSF
Trust Indenture, or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and remedies consequent upon an
Event of Default under the MSF Trust Indenture. Any such transfer shall be
transferred at the Investor Services Department of the Company, as transfer
agent (hereinafter and in the Series 2004 Bonds referred to as "corporate trust
office"). Series 2004 Bonds shall be exchangeable for other registered bonds of
the same series, in the manner and upon the conditions prescribed in the
Indenture, upon the surrender of such bonds at said corporate trust office of
the transfer agent. However, notwithstanding the provisions of Section 2.05 of
the Indenture, no charge shall be made upon any registration of transfer or
exchange of bonds of said series other than for any tax or taxes or other
governmental charge required to be paid by the Company.

            SECTION 2. Series 2004 Bonds shall be redeemed on the respective
dates and in the respective principal amounts which correspond to the redemption
dates for, and the principal amounts to be redeemed of, the MSF Refunding
Revenue Bonds.

            In the event the Company elects or is required to redeem any MSF
Refunding Revenue Bonds prior to maturity in accordance with the provisions of
the MSF Trust Indenture, the Company may on the same date redeem the Series 2004
Bonds in principal amounts and at prices corresponding to the MSF Refunding
Revenue Bonds so redeemed. The Company agrees to give the Trustee notice of any
such redemption of the Series 2004 Bonds on the same date as it gives notice of
the redemption of the MSF Refunding Revenue Bonds to the MSF Trust Indenture
Trustee.

            Series 2004 Bonds are not redeemable by the operation of the
improvement fund or the maintenance and replacement provisions of the Indenture
or by the use of proceeds of released property.

                                       10
<PAGE>

            SECTION 3. In the event of an Event of Default under the MSF Trust
Indenture and the acceleration of all MSF Refunding Revenue Bonds, the Series
2004 Bonds shall be redeemable in whole upon receipt by the Trustee of a written
demand (hereinafter called a "Redemption Demand") from the MSF Trust Indenture
Trustee stating that there has occurred under the MSF Trust Indenture both an
Event of Default and a declaration of acceleration of payment of principal,
accrued interest and premium, if any, on the MSF Refunding Revenue Bonds,
specifying the last date to which interest on the MSF Refunding Revenue Bonds
has been paid (such date being hereinafter referred to as the "Initial Interest
Accrual Date") and demanding redemption of the Series 2004 Bonds. The Trustee
shall, within five days after receiving such Redemption Demand, mail a copy
thereof to the Company marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such copy of a Redemption
Demand, the Company shall fix a date on which it will redeem the Series 2004
Bonds so demanded to be redeemed (hereinafter called the "Demand Redemption
Date"). Notice of the date fixed as the Demand Redemption Date shall be mailed
by the Company to the Trustee at least ten days prior to such Demand Redemption
Date. The date to be fixed by the Company as and for the Demand Redemption Date
may be any date up to and including the earlier of (x) the 60th day after
receipt by the Trustee of the Redemption Demand or (y) the maturity date of the
Series 2004 Bonds; provided, however, that if the Trustee shall not have
received such notice fixing the Demand Redemption Date on or before the 10th day
preceding the earlier of such dates, the Demand Redemption Date shall be deemed
to be the earlier of such dates. The Trustee shall mail notice of the Demand
Redemption Date (such notice being hereinafter called the "Demand Redemption
Notice") to the MSF Trust Indenture Trustee not more than ten nor less than five
days prior to the Demand Redemption Date.

            Each of the Series 2004 Bonds shall be redeemed by the Company on
the Demand Redemption Date therefor upon surrender thereof by the MSF Trust
Indenture Trustee to the Trustee at a redemption price equal to the principal
amount thereof plus accrued interest thereon at the rate specified for such bond
from the Initial Interest Accrual Date to the Demand Redemption Date plus an
amount equal to the aggregate premium, if any, due and payable on such Demand
Redemption Date on all MSF Refunding Revenue Bonds; provided, however, that in
the event of a receipt by the Trustee of a notice that, pursuant to Section 604
of the MSF Trust Indenture, the MSF Trust Indenture Trustee has terminated
proceedings to enforce any right under the MSF Trust Indenture, then any
Redemption Demand shall thereby be rescinded by the MSF Trust Indenture Trustee,
and no Demand Redemption Notice shall be given, or, if already given, shall be
automatically annulled; but no such rescission or annulment shall extend to or
affect any subsequent default or impair any right consequent thereon.

            SECTION 4. The Company reserves the right, without any consent, vote
or other action by the holder of the Series 2004 Bonds or of any subsequent
series of bonds issued under the Indenture, to make such amendments to the
Indenture, as supplemented, as shall be necessary in order to amend Section
17.02 to read as follows:

            SECTION 17.02. With the consent of the holders of not less than a
      majority in principal amount of the bonds at the time outstanding or their
      attorneys-in-fact duly authorized, or, if fewer than all series are
      affected, not less than a majority in principal amount of the bonds at the
      time outstanding of each series the rights of the holders of which are
      affected,

                                       11
<PAGE>

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

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

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

            The Company and the Trustee, if they so elect, and either before or
      after such consent has been obtained, may require the holder of any bond
      consenting to the execution of any such supplemental indenture to submit
      his bond to the Trustee or to ask such bank, banker or trust company as

                                       12
<PAGE>

      may be designated by the Trustee for the purpose, for the notation thereon
      of the fact that the holder of such bond has consented to the execution of
      such supplemental indenture, and in such case such notation, in form
      satisfactory to the Trustee, shall be made upon all bonds so submitted,
      and such bonds bearing such notation shall forthwith be returned to the
      persons entitled thereto.

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

            SECTION 5. As supplemented and amended as above set forth, the
Indenture is in all respects ratified and confirmed, and the Indenture and all
indentures supplemental thereto shall be read, taken and construed as one and
the same instrument.

            SECTION 6. Nothing contained in this Supplemental Indenture shall,
or shall be construed to, confer upon any person other than a holder of bonds
issued under the Indenture, as supplemented and amended as above set forth, the
Company, the Trustee and the MSF Trust Indenture Trustee, for the benefit of the
holder or holders of the MSF Refunding Revenue Bonds, any right or interest to
avail himself of any benefit under any provision of the Indenture, as so
supplemented and amended.

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

            SECTION 8. This Supplemental Indenture may be simultaneously
executed in several counterparts and all such counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.

            SECTION 9. In the event the date of any notice required or permitted
hereunder shall not be a Business Day, then (notwithstanding any other provision
of the Indenture or of any supplemental indenture thereto) such notice need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the date fixed for

                                       13
<PAGE>

such notice. "Business Day" means, with respect to this Section 9, any day,
other than a Saturday or Sunday, on which banks generally are open in Chicago,
Illinois and New York, New York for the conduct of substantially all of their
commercial lending activities and on which interbank wire transfers can be made
on the Fedwire system.

            SECTION 10. This Supplemental Indenture and the Series 2004 Bonds
shall be governed by and deemed to be a contract under, and construed in
accordance with, the laws of the State of Michigan, and for all purposes shall
be construed in accordance with the laws of such state, except as may otherwise
be required by mandatory provisions of law.

            SECTION 11. Detailed Description of Property Mortgaged:

                                       I.

                      ELECTRIC GENERATING PLANTS AND DAMS.

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

                                       II.

                          ELECTRIC TRANSMISSION LINES.

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

                                       14
<PAGE>

                                      III.

                         ELECTRIC DISTRIBUTION SYSTEMS.

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

                                       IV.

               ELECTRIC SUBSTATIONS, SWITCHING STATIONS AND SITES.

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

                                       V.

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

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

                                       15
<PAGE>

                                       VI.

                               GAS STORAGE FIELDS.

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

                                      VII.

                             GAS TRANSMISSION LINES.

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

                                      VIII.

                            GAS DISTRIBUTION SYSTEMS.

            All the gas distribution systems of the Company, constructed or
otherwise acquired by it and not heretofore described in the Indenture or any
supplement thereto and not heretofore released from the lien of the Indenture,
including tunnels, conduits, gas mains and pipes, service pipes, fittings,
gates, valves, connections, meters and other appliances and equipment, and all

                                       16
<PAGE>

other property, real or personal, forming a part of or appertaining to or used,
occupied or enjoyed in connection with such distribution systems or any of them
or adjacent thereto; together with all real property, rights of way, easements,
permits, privileges, franchises, grants and rights, for or relating to the
construction, maintenance or operation thereof, through, over, under or upon any
private property or any public streets or highways within as well as without the
corporate limits of any municipal corporation.

                                       IX.

               OFFICE BUILDINGS, SERVICE BUILDINGS, GARAGES, ETC.

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

                                       X.

             TELEPHONE PROPERTIES AND RADIO COMMUNICATION EQUIPMENT.

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

                                       XI.

                              OTHER REAL PROPERTY.

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

                                       17
<PAGE>

                                  ALCONA COUNTY

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

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

                                 ALLEGAN COUNTY

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

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

                                  ALPENA COUNTY

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

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

                                  ANTRIM COUNTY

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

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

                                       18
<PAGE>

                                  ARENAC COUNTY

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

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

                                  BARRY COUNTY

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

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

                                   BAY COUNTY

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

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

                                       19
<PAGE>

                                  BENZIE COUNTY

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

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

                                  BRANCH COUNTY

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

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

                                 CALHOUN COUNTY

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

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

                                       20
<PAGE>

                                   CASS COUNTY

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

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

                                CHARLEVOIX COUNTY

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

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

                                CHEBOYGAN COUNTY

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

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

                                  CLARE COUNTY

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

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

                                 CLINTON COUNTY

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

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

                                       21
<PAGE>

                                 CRAWFORD COUNTY

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

            A parcel of land in Section 1, T28N, R1W, described as: Commencing
      at NW corner said section; thence South 89 degrees 53'30" East along North
      section line 105.78 feet to point of beginning; thence South 89
      degrees53'30" East along North section line 649.64 feet; thence South 55
      degrees 42'30" East 340.24 feet; thence South 55 degrees 44' 37" East
      5,061.81 feet to the East section line; thence South 00 degrees 00' 08"
      West along East section line 441.59 feet; thence North 55 degrees 44' 37"
      West 5,310.48 feet; thence North 55 degrees 42'30" West 877.76 feet to
      point of beginning.

                                  EATON COUNTY

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

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

                                  EMMET COUNTY

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

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

                                 GENESEE COUNTY

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

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

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

                                       22
<PAGE>
      of the Southwest quarter of said Section 8 a distance 550 feet to a point
      on the West line of Duffield Road, 100 feet wide (as now established);
      thence S01 degrees42'56"E along the West line of said Duffield Road a
      distance of 500 feet to the point of beginning.

                                 GLADWIN COUNTY

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

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

                              GRAND TRAVERSE COUNTY

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

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

                                 GRATIOT COUNTY

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

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

                                HILLSDALE COUNTY

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

            Lot 238 of Assessors Plat of the Village of Litchfield.

                                  HURON COUNTY

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

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

                                       23
<PAGE>

                                  INGHAM COUNTY

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

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

                                  IONIA COUNTY

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

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

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

                                  IOSCO COUNTY

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

            A parcel of land in the NW 1/4 of Section 34, T21N, R7E, described
      as follows: To find the place of beginning of this description commence at
      the N 1/4 post of said section; run thence South along the North and South
      1/4 line of said section, 1354.40 feet to the place of

                                       24
<PAGE>

      beginning of this description; thence continuing South along the said
      North and South 1/4 line of said section, 165.00 feet to a point on the
      said North and South 1/4 line of said section which said point is 1089.00
      feet distant North of the center of said section; thence West 440.00 feet;
      thence North 165.00 feet; thence East 440.00 feet to the said North and
      South 1/4 line of said section and the place of beginning.

                                 ISABELLA COUNTY

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

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

                                 JACKSON COUNTY

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

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

                                KALAMAZOO COUNTY

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

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

                                       25
<PAGE>

      the said West 1/8 line of said section 350.17 feet; thence N 87 degrees
      33' 40" W, 1325.25 feet to the place of beginning.

                                 KALKASKA COUNTY

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

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

                                   KENT COUNTY

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

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

                                   LAKE COUNTY

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

            A strip of land 50 feet wide East and West along and adjoining the
      West line of highway on the East side of the North 1/2 of Section 13

                                       26
<PAGE>

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

                                  LAPEER COUNTY

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

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

                                 LEELANAU COUNTY

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

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

                                 LENAWEE COUNTY

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

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

                                LIVINGSTON COUNTY

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

            Parcel 1

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

            Parcel 2

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

                                       27
<PAGE>

      2167.66 feet to the North line of said section; thence S 89 degrees 13'
      06" E along said North line of said section, 60 feet to the place of
      beginning.

                                  MACOMB COUNTY

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

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

                                 MANISTEE COUNTY

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

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

                                  MASON COUNTY

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

            Parcel 1

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

            Parcel 2

            A parcel of land containing 4 acres of the West side of highway,
      said parcel of land being described as commencing 16 rods South of the
      Northwest corner of the NW 1/4 of the SW -1/4 of Section 22, T17N, R17W,
      running thence South 64 rods, thence NE'ly and N'ly and NW'ly along the
      W'ly line of said highway to the place of beginning, together

                                       28
<PAGE>

      with any and all right, title, and interest of Howard C. Wicklund and
      Katherine E. Wicklund in and to that portion of the hereinbefore mentioned
      highway lying adjacent to the E'ly line of said above described land.

                                 MECOSTA COUNTY

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

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

                                 MIDLAND COUNTY

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

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

                                MISSAUKEE COUNTY

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

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

                                  MONROE COUNTY

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

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

                                       29
<PAGE>

      measured perpendicular to the West 1/8 line of said section, as occupied,
      a distance of 250 feet to the place of beginning.

                                 MONTCALM COUNTY

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

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

                               MONTMORENCY COUNTY

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

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

                                 MUSKEGON COUNTY

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

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

                                 NEWAYGO COUNTY

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

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

                                 OAKLAND COUNTY

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

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

                                       30
<PAGE>

                                  OCEANA COUNTY

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

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

                                  OGEMAW COUNTY

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

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

                                 OSCEOLA COUNTY

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

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

                                  OSCODA COUNTY

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

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

                                  OTSEGO COUNTY

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

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

                                       31
<PAGE>

                                  OTTAWA COUNTY

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

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

                               PRESQUE ISLE COUNTY

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

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

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

                                ROSCOMMON COUNTY

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

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

                                       32
<PAGE>

                                 SAGINAW COUNTY

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

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

                                 SANILAC COUNTY

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

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

                                SHIAWASSEE COUNTY

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

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

                                ST. CLAIR COUNTY

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

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

                                ST. JOSEPH COUNTY

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

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

                                 TUSCOLA COUNTY

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

            A strip of land 280 feet wide across the East 96 rods of the South
      20 rods of the N 1/2 of the SE 1/4 of Section 34, T10N, R8E, more
      particularly described as commencing at the Northeast corner of Section 3,
      T9N, R8E, thence S 89 degrees 55' 35" W along the South line of said

                                       33
<PAGE>

      Section 34 a distance of 329.65 feet, thence N 18 degrees 11' 50" W a
      distance of 1398.67 feet to the South 1/8 line of said Section 34 and the
      place of beginning for this description; thence continuing N 18 degrees
      11' 50" W a distance of 349.91 feet; thence N 89 degrees 57' 01" W a
      distance of 294.80 feet; thence S 18 degrees 11' 50" E a distance of
      350.04 feet to the South 1/8 line of said Section 34; thence S 89 degrees
      58' 29" E along the South 1/8 line of said section a distance of 294.76
      feet to the place of beginning.

                                VAN BUREN COUNTY

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

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

                                WASHTENAW COUNTY

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

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

                                       34
<PAGE>

                                  WAYNE COUNTY

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

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

                                 WEXFORD COUNTY

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

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

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


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

                                       35
<PAGE>

                                          CONSUMERS ENERGY COMPANY

(SEAL)                                    By    /s/ Laura L.Mountcastle
                                               -----------------------------
                                          Name   Laura L. Mountcastle
                                          Title  Vice President

Attest:

/s/ Joyce H. Norkey
- -------------------
Joyce H. Norkey
Assistant Secretary

Signed, sealed and delivered
by CONSUMERS ENERGY COMPANY
in the presence of

/s/ Kimberly C. Wilson
- ----------------------
Kimberly C. Wilson

/s/ Sammie B. Dalton
- --------------------
Sammie B. Dalton

STATE OF MICHIGAN    )
                      ss.
COUNTY OF JACKSON    )

            The foregoing instrument was acknowledged before me this 22nd day of
September, 2004, by Laura L. Mountcastle, Vice President of CONSUMERS ENERGY
COMPANY, a Michigan corporation, on behalf of the corporation.

                                          /s/ Margaret Hillman
                                          -------------------------------
                                          Margaret Hillman, Notary Public
[SEAL]                                    State of Michigan, County of Jackson
                                          My Commission Expires: June 14, 2010
                                          Acting in the County of Jackson

                                      S-1
<PAGE>
                                                                               2

                                          JPMORGAN CHASE BANK, AS TRUSTEE

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

/s/ Rosa Ciaccia
- ------------------
Rosa Ciaccia
Trust Officer

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

/s/ Nicholas Sberlati
- -----------------------
Nicholas Sberlati
Trust Officer

/s/ Virginia Dominguez
- ----------------------
Virginia Dominguez
Trust Officer

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

            The foregoing instrument was acknowledged before me this 22nd day of
September, 2004, by L. O'Brien, a Vice President of JPMORGAN CHASE BANK, a New
York corporation, on behalf of the corporation, as trustee.

                                          /s/ Emily Fayan
                                          ---------------
                                          EMILY FAYAN
                                          Notary Public, State of New York
[Seal]                                    No. 01FA4737006
                                          Qualified in Kings County
                                          Certificate Filed in New York County
                                          Commission Expires Dec. 31, 2005

Prepared by:                              When recorded, return to:
Kimberly C. Wilson                        Consumers Energy Company
One Energy Plaza                          Business Services Real Estate Dept.
Jackson, MI  49201                        Attn:  Nancy Fisher EP7-439
                                          One Energy Plaza
                                          Jackson, MI  49201

                                      S-2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.(A)
<SEQUENCE>5
<FILENAME>k89874exv5wxay.txt
<DESCRIPTION>OPINION OF ROBERT C. SHROSBREE, ASSISTANT GENERAL COUNSEL
<TEXT>
<PAGE>

[CMS ENERGY ENTERPRISES LOGO]

                                                       ROBERT C. SHROSBREE
                                                       Assistant General Counsel

                                                                  EXHIBIT (5)(a)

                                          November 18, 2004

Consumers Energy Company
Consumers Energy Company Financing V
Consumers Energy Company Financing VI
One Energy Plaza
Jackson, Michigan 49201

                     RE: Registration Statement on Form S-3

Ladies and Gentlemen:

      I am Assistant General Counsel of CMS Energy Corporation and have acted as
special counsel to Consumers Energy Company (the "Company") in connection with
the Registration Statement on Form S-3 (the "Registration Statement") being
filed by 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
$1,500,000,000 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"); (iv) First Mortgage Bonds of the
Company ("First Mortgage Bonds") and (v) 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 JPMorgan Chase Bank, as trustee (the "Senior Note
Trustee") that may include one or more supplemental indentures thereto
(collectively the "Senior Note Indenture"). The First Mortgage Bonds are to be
issued under the mortgage indenture between the Company and JPMorgan Chase Bank,
as mortgage

<PAGE>

Consumers Energy Company
November 18, 2004
Page 2

trustee (the "First Mortgage Bond Trustee") that may include one or
more supplemental indentures thereto (collectively the "First Mortgage Bond
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 of,
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 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 the corporate power and authority (i) to execute and
            deliver the Preferred Securities Guarantee Agreement, the Debenture
            Indenture, the Senior Note Indenture and the First Mortgage Bond
            Indenture, (ii) to authorize and sell the Debentures pursuant to the
            Debenture Indenture, (iii) to authorize and sell the Senior Notes
            pursuant to the Senior Note Indenture and (iv) to authorize and sell
            the First Mortgage Bonds pursuant to the First Mortgage Bond
            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.

<PAGE>

Consumers Energy Company
November 18, 2004
Page 3

      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 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.

      6.    The First Mortgage Bonds 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

<PAGE>

Consumers Energy Company
November 18, 2004
Page 4

            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 First Mortgage Bond Indenture shall have
            been qualified under the Trust Indenture Act, and duly executed and
            delivered by the Company and the First Mortgage Bond 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 First Mortgage Bonds, as contemplated by
            the Registration Statement and the First Mortgage Bond Indenture;
            and (iii) the First Mortgage Bond Indenture under which such First
            Mortgage Bonds are to be issued shall have been duly executed as
            provided in such resolutions and the First Mortgage Bonds shall have
            been duly executed and authenticated as provided in the First
            Mortgage Bond 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.

      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/ Robert C. Shrosbree
- -----------------------
Robert C. Shrosbree

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.(B)
<SEQUENCE>6
<FILENAME>k89874exv5wxby.txt
<DESCRIPTION>OPINION OF SKADDEN, ARPS, SLATE MEAGHER & FLOM LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 5(b)

                                                               November 18, 2004

Consumers Energy Company Financing V
Consumers Energy Company Financing VI
c/o Consumers Energy Company
One Energy Plaza
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
Laura L. Mountcastle and Michael D. VanHemert, as administrative trustees.

<PAGE>

Consumers Energy Company Financing V
Consumers Energy Company Financing VI
November 18, 2004
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 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

                                       2
<PAGE>
Consumers Energy Company Financing V
Consumers Energy Company Financing VI
November 18, 2004
Page 3

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.

      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 expressed 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


                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>7
<FILENAME>k89874exv12.txt
<DESCRIPTION>STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                                                    Exhibit (12)

                            CONSUMERS ENERGY COMPANY
                       Ratio of Earnings to Fixed Charges
                              (Millions of Dollars)

<TABLE>
<CAPTION>
                                                 Nine Months
                                                    Ended                  Years Ended December 31 -
                                                 September 30-              2002     2001
                                                     2004         2003      (c)      (b)     2000     1999
<S>                                              <C>              <C>      <C>      <C>      <C>      <C>
Earnings as defined (a)
Consolidated net income                              $ 175        $ 196    $ 363    $ 199    $ 284    $ 340
Income taxes                                            91          137      180       97      137      172
Exclude equity basis subsidiaries (e)                   (1)         (42)     (53)     (38)     (57)     (50)
Include equity basis dividends received (e)              -           45       15        8       10       10
Fixed charges as defined, adjusted to exclude
capitalized interest of $3, $9,  $12, $6, $2,
and $5 for the nine months ended September 30,
2004 and the years ended December 31, 2003,
2002, 2001, 2000, and 1999, respectively               259          252      178      197      194      192
                                                     -----        -----    -----    -----    -----    -----
Earnings as defined                                  $ 524        $ 588    $ 683    $ 463    $ 568    $ 664
                                                     =====        =====    =====    =====    =====    =====
Fixed charges as defined (a)
Interest on long-term debt (d)                       $ 248        $ 241    $ 153    $ 151    $ 141    $ 140
Estimated interest portion of lease rental               5            7       10       11       11       11
Other interest charges                                  11           13       27       41       44       41
                                                     -----        -----    -----    -----    -----    -----
Fixed charges as defined                             $ 264        $ 261    $ 190    $ 203    $ 196    $ 192
                                                     =====        =====    =====    =====    =====    =====
Ratio of earnings to fixed charges and
preferred securities dividends and
distributions                                         1.98         2.25     3.59     2.28     2.90     3.46
                                                     =====        =====    =====    =====    =====    =====
</TABLE>

NOTES:

(a) Earnings and fixed charges as defined in instructions for Item 503 of
Regulation S-K.

(b) Excludes a cumulative effect of change-in-accounting after-tax loss of $11
million; if included, ratio would be 1.81.

(c) Excludes a cumulative effect of change-in-accounting after-tax gain of $18
million; if included, ratio would be unchanged, since the change-in-accounting
resulted from the equity-based subsidiary MCV Partnership. The total net incomes
of equity-based subsidiaries are excluded from determining earnings as defined.

(d) We determined that we do not hold the controlling interest in our trust
preferred security structures. Accordingly, those securities have been
deconsolidated as of December 31, 2003. Therefore, our trust preferred
securities that were previously included in mezzanine equity, have been
eliminated due to deconsolidation and are reflected in Long-term debt - related
parties.

(e) The MCV Partnership and the FMLP are variable interest entities and
Consumers was determined to be the primary beneficiary. Therefore, these
entities are no longer equity method subsidiaries and we have consolidated the
MCV Partnership and the FMLP into our consolidated financial statements for the
first time as of and for the quarter ended March 31, 2004.

<PAGE>

                            CONSUMERS ENERGY COMPANY
      Ratio of Earnings to Combined Fixed Charges and Preference Dividends
                              (Millions of Dollars)

<TABLE>
<CAPTION>
                                                 Nine Months
                                                    Ended                  Years Ended December 31
                                                 September 30               2002     2001
                                                     2004         2003      (c)      (b)     2000     1999
<S>                                              <C>              <C>      <C>      <C>      <C>      <C>
Earnings as defined (a)
Consolidated net income                              $ 175        $ 196    $ 363    $ 199    $ 284    $ 340
Income taxes                                            91          137      180       97      137      172
Exclude equity basis subsidiaries (e)                   (1)         (42)     (53)     (38)     (57)     (50)
Include equity basis dividends received (e)              -           45       15        8       10       10
Fixed charges as defined, adjusted to exclude
capitalized interest of $3, $9,  $12, $6, $2,
and $5 for the nine months ended September 30,
2004 and the years ended December 31, 2003,
2002, 2001, 2000, and 1999, respectively               261          252      178      197      194      192
                                                     -----        -----    -----    -----    -----    -----
Earnings as defined                                  $ 526        $ 588    $ 683    $ 463    $ 568    $ 664
                                                     =====        =====    =====    =====    =====    =====

Fixed charges as defined (a)

Interest on long-term debt (d)                       $ 248        $ 241    $ 153    $ 151    $ 141    $ 140
Estimated interest portion of lease rental               5            7       10       11       11       11
Other interest charges                                  11           13       27       41       44       41
Preferred securities dividends and
distributions (d)                                        2            3       47       44       37       30
                                                     -----        -----    -----    -----    -----    -----
Fixed charges as defined                             $ 266        $ 264    $ 237    $ 247    $ 233    $ 222
                                                     =====        =====    =====    =====    =====    =====
Ratio of earnings to fixed charges and
preferred securities dividends and
distributions                                         1.98         2.23     2.88     1.87     2.44     2.99
                                                     =====        =====    =====    =====    =====    =====
</TABLE>

NOTES:

(a) Earnings and fixed charges as defined in instructions for Item 503 of
Regulation S-K.

(b) Excludes a cumulative effect of change-in-accounting after-tax loss of $11
million; if included, ratio would be 1.81.

(c) Excludes a cumulative effect of change-in-accounting after-tax gain of $18
million; if included, ratio would be unchanged, since the change-in-accounting
resulted from the equity-based subsidiary MCV Partnership. The total net incomes
of equity-based subsidiaries are excluded from determining earnings as defined.

(d) We determined that we do not hold the controlling interest in our trust
preferred security structures. Accordingly, those securities have been
deconsolidated as of December 31, 2003. Therefore, our trust preferred
securities that were previously included in mezzanine equity, have been
eliminated due to deconsolidation and are reflected in Long-term debt - related
parties.

(e) The MCV Partnership and the FMLP are variable interest entities and
Consumers was determined to be the primary beneficiary. Therefore, these
entities are no longer equity method subsidiaries and we have consolidated the
MCV Partnership and the FMLP into our consolidated financial statements for the
first time as of and for the quarter ended March 31, 2004.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.(C)
<SEQUENCE>8
<FILENAME>k89874exv23wxcy.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>
                                                                 EXHIBIT (23)(c)



            Consent of Independent Registered Public Accounting Firm


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and the related Prospectus of Consumers
Energy Company dated November 18, 2004 and to the incorporation by reference
therein of our report dated February 27, 2004, with respect to the consolidated
financial statements and schedule of Consumers Energy Company included in its
Annual Report (Form 10-K/A) for the year ended December 31, 2003, filed with the
Securities and Exchange Commission.


                                                     /s/ Ernst & Young LLP

Detroit, Michigan
November 16, 2004





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.(D)
<SEQUENCE>9
<FILENAME>k89874exv23wxdy.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>
                                                                 EXHIBIT (23)(d)



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 18, 2004 relating to the
financial statements of the Midland Cogeneration Venture Limited Partnership,
which appears in the Consumers Energy Company Annual Report on Form 10-K/A for
the year ended December 31, 2003. We also consent to the reference to us under
the heading "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Detroit, Michigan
November 17, 2004





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>10
<FILENAME>k89874exv24.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>
<PAGE>

                                                                      EXHIBIT 24

October 29, 2004

Mr. S. Kinnie Smith, Jr.
Mr. Thomas J. Webb
Mr. Michael D. VanHemert
Consumers Energy Company
One Energy Plaza
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(s), to be accompanied in each case by a prospectus or
supplemental prospectus and any necessary exhibits with respect to the
registration of up to $2.5 billion of securities plus an amount of $2.5 billion
in first mortgage bonds of the Company that may be pledged as collateral.

Very truly yours,

/s/ K.  Whipple                                  /s/ S. Kinnie Smith, Jr.
- ---------------------------                      ---------------------------
Kenneth Whipple                                  S. Kinnie Smith, Jr.

/s/ Earl D. Holton                               /s/ David W. Joos
- ---------------------------                      ---------------------------
Earl D. Holton                                   David W. Joos

/s/ Merribel S. Ayres                            /s/ M. T. Monahan
- ---------------------------                      ---------------------------
Merribel S. Ayres                                Michael T. Monahan

/s/ Joseph F. Paquette, Jr.                      /s/ W. U.  Parfet
- ---------------------------                      ---------------------------
Joseph F. Paquette, Jr.                          William U. Parfet

/s/ Percy A. Pierre                              /s/ K. L. Way
- ---------------------------                      ---------------------------
Percy A. Pierre                                  Kenneth L. Way

/s/ John B. Yasinsky
- ---------------------------
John B. Yasinsky

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.(A)
<SEQUENCE>11
<FILENAME>k89874exv25wxay.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY AND QUALIFICATION OF JPMORGAN CHASE BANK
<TEXT>
<PAGE>

                                                                   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)
                    ----------------------------------------

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

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

1111 POLARIS PARKWAY
COLUMBUS, OHIO                                                           43271
(Address of principal executive offices)                              (Zip Code)

                                Thomas F. Godfrey
                  Vice President and Assistant General Counsel
                    JPMorgan Chase Bank, National Association
                       1 Chase Manhattan Plaza, 25th Floor
                               New York, NY 10081
                               Tel: (212) 552-2192
            (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.)


One Energy Plaza
Jackson, Michigan                                                    49201
(Address of principal executive offices)                           (Zip Code)


                       -----------------------------------
                                 DEBT SECURITIES
                       (Title of the indenture securities)
                       -----------------------------------



<PAGE>

                                     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.

              Comptroller of the Currency, Washington, D.C.

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

              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 and Guarantors.

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

         None.






                                       -2-


<PAGE>

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 JPMorgan Chase Bank, N.A.

         2. A copy of the Certificate of Authority of the Comptroller of the
Currency for the trustee to commence business.

         3. None, the authority of the trustee to exercise corporate trust
powers being contained in the documents described in Exhibits 1 and 2.

         4. A copy of the existing By-Laws of the Trustee.

         5. Not applicable.

         6. The consent of the Trustee required by Section 321(b) of the Act.

         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, JPMorgan Chase Bank, N.A., 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 17th day
of November, 2004.

                                                    JPMORGAN CHASE BANK, N.A.

                                                    By /s/ L. O'Brien
                                                       -------------------------
                                                       L. O'Brien
                                                       Vice President







                                       -3-
<PAGE>
                             SECRETARY'S CERTIFICATE

         I, Anthony J. Horan, Secretary of JPMorgan Chase Bank, National
Association, a banking association organized under the laws of the United States
(the "Bank"), do hereby certify that:

      Exhibit A attached hereto is a true and correct copy of the Articles of
      Association of the Bank, upon merger with Bank One N.A., Chicago, Illinois
      and Bank One, N.A., Columbus Ohio, as filed with the Office of the
      Controller of the Currency.

         WITNESS my hand and seal of JPMorgan Chase Bank, National Association
as of this 10th day of September, 2004.

                                                    /s/ Anthony J. Horan
                                                    ----------------------------
                                                    Anthony J. Horan
                                                    Corporate Secretary

<PAGE>

                                                                       Exhibit A

                                                    [To be effective upon merger
                                                    of banks. Head office in
                                                    Columbus, Ohio.]



                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

                                   CHARTER NO.

                             ARTICLES OF ASSOCIATION

For the purpose of organizing an Association to perform any lawful activities of
national banks, the undersigned do enter into the following Articles of
Association:

FIRST. The title of this Association shall be JPMorgan Chase Bank, National
Association (the "Association").

SECOND. The main office of the Association shall be in the City of Columbus,
County of Franklin, State of Ohio. The general business of the Association shall
be conducted at its main office and its branches.

THIRD. The board of directors of this Association shall consist of not less than
five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full board of
directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof.

FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It shall
be held at the main office or any other convenient place and on such date as the
board of directors may designate.

FIFTH. The authorized amount of capital stock of this Association shall be
$1,800,180,000, divided into 148,765,000 shares of common stock of the par value
of $12 each and 15,000,000 shares of preferred stock of the par value of $1
each; but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.

In the event of any such increase in the capital stock of this Association by
the sale of additional shares or the distribution of additional shares as a
stock dividend, each shareholder of this Association (unless otherwise provided
by the shareholders' vote or votes authorizing the increase) shall be entitled,
in proportion to the number of shares of said capital stock owned by him before
such increase, to proportionate rights in respect of such additional shares as
follows: (1) to the extent that such shareholder's proportionate right in
respect of such additional shares shall embrace one or more whole shares of such
additional shares, to receive (a) in the case of a sale, a transferable warrant
entitling the holder to subscribe, within the specified subscription period, for
such one or more whole shares of such additional shares or (b) in the case of a
stock dividend, a certificate evidencing such one or more whole shares of such
additional shares; and (2) to the extent that such shareholder's proportionate
right in respect of such additional shares shall embrace a fraction of a share,
to receive (a) in the case of a sale, a fractional subscription warrant,
conditioned that it shall be void unless, within the specified subscription
period, it is

                                                                     Page 1 of 3


<PAGE>

combined with other such fractional subscription warrants in the aggregate
entitling the holder thereof to subscribe for a whole share or whole shares of
such additional shares and such subscription is completed by such holder of such
combined fractional warrants or (b) in the case of a stock dividend, a
fractional warrant which shall not represent or entitle the holder thereof to
any of the privileges of a shareholder of this Association but may be combined
with other such fractional warrants in the aggregate entitling the holder
thereof to exchange them for a whole share or whole shares of such additional
shares and conditioned that the holder exchanging such combined fractional
warrants for such whole share or whole shares of such additional shares shall
receive any dividends applicable to such whole share or whole shares declared
after the date of such fractional warrants and payable in respect of such whole
share or whole shares at the time of such exchange.

In the event of an increase in the capital stock of this Association in
pursuance of a statutory consolidation to which this Association may be a party,
the additional shares shall be issued in such a manner as the contract or plan
of consolidation may provide, pursuant to and in contemplation of the statute
under which said consolidation is effected.

In the event of an increase in the capital stock of this Association in
pursuance of a plan or contract (other than in the case of a statutory
consolidation) for the acquisition by this Association of the assets, in whole
or in part, and the good will of another banking institution or banker, the
additional shares shall be subscribed for by or issued to any persons, firms,
trustees or corporations, whether or not shareholders of this Association, as,
in its discretion in the execution of such plan or contract, the Board of
Directors may approve.

The Association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders.

SIXTH. The Board of Directors shall appoint one of its members President of this
Association, who shall be Chairman of the Board; but the Board of Directors may
appoint a director, in lieu of the President, to be Chairman of the Board, who
shall perform such duties as may be designated by the Board of Directors. The
Board of Directors shall have the power to appoint one or more Vice Presidents;
to appoint a Cashier and such other officers as may be required to transact the
business of this Association; to fix the salaries to be paid to all officers of
this Association; and to dismiss such officers, or any of them; but the Board of
Directors may delegate the authority to exercise such powers of appointment,
salary determination and dismissal.

The Board of Directors shall have the power to define the duties of officers and
employees of this Association, to require bonds from them, and to fix the
penalty thereof; to regulate the manner in which directors shall be elected or
appointed, and to appoint judges of election; in the event of an increase of the
capital stock of this Association to regulate the manner in which such increase
shall be made; to make all by-laws that it may be lawful for them to make for
the general regulation of the business of this Association and the management of
its affairs; and generally to do and perform all acts that it may be lawful for
a Board of Directors to do and perform.

SEVENTH. The board of directors shall have the power to change the location of
the main office to any other location permitted under applicable law, without
the approval of the shareholders, and shall have the power to establish or
change the location of any branch or branches of the Association to any other
location permitted under applicable law, without the approval of the
shareholders subject to such limitations as from time to time may be provided by
law.



                                                                     Page 2 of 3

<PAGE>

EIGHTH. The corporate existence of this Association shall continue until
termination according to the laws of the United States.

NINTH. These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of a greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount.

In witness whereof, we have hereunto set our hands as of June 21, 2004.

                                           By /s/ Hans W. Becherer
                                           -------------------------------------
                                           Hans W. Becherer


                                           By /s/ Frank A. Bennack, Jr.
                                           -------------------------------------
                                           Frank A. Bennack, Jr.


                                           By /s/ Lawrence A. Bossidy
                                           -------------------------------------
                                           Lawrence A. Bossidy

                                           By /s/ Ellen V. Futter
                                           -------------------------------------
                                           Ellen V. Futter


                                           By /s/ William H. Gray, III
                                           -------------------------------------
                                           William H. Gray, III


                                           By /s/ William B. Harrison, Jr.
                                           -------------------------------------
                                           William B. Harrison, Jr.


                                           By /s/ Helene L. Kaplan
                                           -------------------------------------
                                           Helene L. Kaplan





                                                                     Page 3 of 3
<PAGE>
                          COMPTROLLER OF THE CURRENCY

TREASURY DEPARTMENT                                         OF THE UNITED STATES

                                WASHINGTON, D.C.

        WHEREAS, satisfactory evidence has been presented to the Comptroller of
the Currency that

                    JPMORGAN CHASE BANK NATIONAL ASSOCIATION

located in NEW YORK, State of NEW YORK, has complied with all provisions of the
statutes of the United States required to be complied with before being
authorized to commence the business of banking as a National Banking
Association;

        NOW, THEREFORE, I hereby certify that the above-named association is
authorized to commence the business of banking as a National Banking
Association.

        IN TESTIMONY WHEREOF, witness my signature and seal of office
NOVEMBER 13, 2004.


                        [SEAL]                          JOHN L. WILLIAM
CHARTER NO. 24542                             Acting Comptroller of the Currency
<PAGE>
                              [JPMORGANCHASE LOGO]


JPMORGAN CHASE BANK
OFFICE OF THE SECRETARY
270 PARK AVENUE, 35TH FLOOR
NEW YORK, NY 10017-2070


                                  CERTIFICATE

         I, Anthony J. Horan, Corporate Secretary of JPMorgan Chase Bank,
National Association do hereby certify that attached is a true and correct copy
of the By-laws of JPMorgan Chase Bank, National Association, a banking
organization organized under the laws of the State of New York, and that said
By-laws, as approved by the Board of Directors to be effective upon conversion
of the Bank to a National Association, will be in full force and effect on the
date of conversion.

         IN WITNESS WHEREOF I have hereunto set my hand and affixed the seal of
JPMorgan Chase Bank as of this 16th day of September 2004.


                                           /s/ Anthony J. Horan
                                        -----------------------------
                                               Anthony J. Horan



<PAGE>

JULY 12, 2004                                                          Exhibit D




                                     BY-LAWS




                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

                                November__, 2004

<PAGE>

                                     BY-LAWS

                                       OF

                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



                                   ARTICLE I

                            MEETINGS OF SHAREHOLDERS

         SECTION 1.01. SHAREHOLDERS' MEETINGS. The regular annual meeting of the
shareholders of JPMorgan Chase Bank, National Association (the "Bank") for the
election of directors and the transaction of whatever other business may
properly come before the meeting shall be held at the main banking office of the
Bank or any other convenient place the Board of Directors may designate, on such
date as may be designated by the Board of Directors. Special meetings of the
shareholders may be called by the Chairman of the Board, the Chief Executive
Officer, the President, or the Secretary. The time and place of each special
meeting shall be designated by the Board and shall be included in a notice of
meeting.

         SECTION 1.02. CONSENT IN LIEU OF MEETING OF SHAREHOLDERS. Except as
otherwise required by applicable laws and regulations, any action that may be
taken at the annual meeting or any special meeting of the shareholders may also
be taken without a meeting if a written consent to the action is signed by all
of the persons who would be entitled to vote thereon and is filed with the
Secretary of the Bank as part of the corporate records.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 2.01. NUMBER. The business and affairs of the Bank shall be
managed by or under the direction of a Board of Directors, of such number as may
be fixed from time to time by resolution adopted by the Board, but in no event
less than 5 or more than 25. Each director hereafter elected shall hold office
until the next annual meeting of the shareholders and until his successor is
elected and has qualified, or until his death or until he shall resign or shall
have been removed.

         SECTION 2.02. QUALIFICATIONS. During his entire term of service, each
director of the Bank, unless otherwise permitted under the laws of the United
States, must be a citizen of the United States and must own, in his own right,
capital stock in the Bank or in a company that controls the Bank, in such
amounts as required by applicable statute or regulation.

         SECTION 2.03. OATH. Each person appointed or elected a director of the
Bank must, prior to exercising the functions of such office, take the oath of
such office in the form prescribed by the Comptroller of the Currency.




                                                                     Page 2 of 7



<PAGE>

         SECTION 2.04. VACANCIES. In case of any increase in the number of
directors, the additional director or directors, and in case of any vacancy in
the board due to death, resignation, removal, disqualification or any other
cause, the successors to fill the vacancies shall be elected by action of the
shareholders or, subject to the limits specified in 12 CFR Part 7, a majority of
the directors then in office.

         SECTION 2.05. ANNUAL MEETING. An annual meeting of the directors shall
be held each year at such time and place as shall be designated by the Board. At
such meeting, the directors may elect from their own number a Chairman of the
Board, a Chief Executive Officer, and a President, and shall elect or appoint
such other officers authorized by these By-laws, and appoint such Committees
consistent with Article III hereof, as they may deem desirable.

         SECTION 2.06. REGULAR MEETINGS. The Board may hold regular meetings,
without notice, at such times and places as the Board may from time to time
determine.

         SECTION 2.07. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the Chief Executive
Officer, the President, or a majority of the directors then in office. Unless
waived, each member of the Board of Directors shall be given notice by
telephone, in person, or in writing by facsimile transmission, hand delivery,
courier service, first-class mail, certified mail, express mail, email or other
electronic means, stating the time and place of each special meeting.

         SECTION 2.08. QUORUM; MAJORITY VOTE. Except as otherwise provided
herein or as required by applicable law, a majority of the members of the entire
Board (or the next highest integer in the event of a fraction) shall constitute
a quorum, and a majority of those present and voting at any meeting of the
Board of Directors shall decide each matter considered. If less than a quorum be
present, a majority of those present may adjourn any meeting from time to time
and the meeting may be held as adjourned without further notice.


                                   ARTICLE III

                             COMMITTEES OF THE BOARD

           SECTION 3.01. COMMITTEES. Except for those duties that by law or
regulation must be performed by at least a majority of the full Board of
Directors, the performance of such duties as the Board deems appropriate may be
assigned to one or more committees of one or more persons. Membership in each
such committee shall be as established from time to time by the Board. All acts
done and powers conferred by any Committee from time to time shall be deemed to
be, and may be certified as being done or conferred under authority of the
Board. A Committee may delegate its duties to one or more subcommittees composed
of one or more members of the Committee. Each Committee may fix its own rules
and procedures, in the absence of which the provisions of the Articles of
Association and these By-laws with respect to meetings of the Board shall apply
to Committees and their members. The minutes of the meetings of each Committee
shall be submitted at the next regular meeting of the Board at which a quorum is
present, or, if impracticable, at the next such subsequent meeting.

                                                                     Page 3 of 7
<PAGE>
           SECTION 3.02. EXAMINING COMMITTEE. The Audit Committee of J.P. Morgan
Chase & Co. shall be the Examining Committee of the Bank and shall have full and
complete authority to act for and on behalf of this Bank in the exercise of the
authority granted to it by the By-laws and the Board of Directors of J.P. Morgan
Chase & Co.


                                   ARTICLE IV

                               OFFICERS AND AGENTS

           SECTION 4.01. OFFICERS. The officers of the Bank may include a
Chairman of the Board, a Chief Executive Officer, and a President, each of whom
must be a director and shall be elected by the Board; and such other officers as
may from time to time be elected by the Board or under its authority, or
appointed by or under the authority of the Chairman, the Chief Executive
Officer, or the President.

           SECTION 4.02. OTHER EMPLOYEES. The Board of Directors may delegate
others to appoint agents and employees, define their duties, fix their
compensation and dismiss them.

           SECTION 4.03. TERM OF OFFICE. All officers, agents, and employees
appointed by the Board of Directors, or under its authority, shall hold office
at the pleasure of the Board.

           SECTION 4.04. CHAIRMAN OF THE BOARD. The Chairman shall preside at
all meetings of the shareholders and at all meetings of the Board. The Chairman
of the Board shall have the same power to perform any act on behalf of the Bank
and to sign for the Bank as is prescribed in these By-laws for the Chief
Executive Officer. He shall perform such other duties as from time to time may
be prescribed by the Board.

           SECTION 4.05. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be the chief executive officer of the Bank and shall have, subject to the
control of the Board and the Chairman, general supervision and direction of the
policies and operations of the Bank and of its several officers other than the
Chairman. In the absence of the Chairman, he shall preside at all meetings
of the shareholders and at all meetings of the Board. He shall have the power
to execute any document or perform any act on behalf of the Bank, including
without limitation the power to sign checks, orders, contracts, leases, notes,
drafts and other documents and instruments in connection with the business of
the Bank, and together with the Secretary or an Assistant Corporate Secretary
execute conveyances of real estate and other documents and instruments to which
the seal of the Bank may be affixed. He shall perform such other duties as from
time to time may be prescribed by the Board.

           SECTION 4.06. PRESIDENT. The President shall, subject to the
direction and control of the Board, the Chairman and the Chief Executive
Officer, participate in the supervision of the policies and operations of the
Bank. In general, the President shall perform all duties incident to the office
of President, and such other duties as from time to time may be prescribed by
the Board, the Chairman, or the Chief Executive Officer. In the absence of the
Chairman or the Chief Executive Officer, the President shall preside at meetings
of shareholders and of the Board. The President shall have the same power to
sign for the Bank as is prescribed in these By-laws for the Chief Executive
Officer.


                                                                     PAGE 4 OF 7


<PAGE>


         SECTION 4.07. POWERS AND DUTIES OF OTHER OFFICERS. The powers and
duties of all other officers of the Bank shall be those usually pertaining to
their respective offices, subject to the direction and control of the Board and
as otherwise provided in these By-laws.

         SECTION 4.08. FIDELITY BONDS. The Board, in its discretion, may require
any or all officers, agents, and employees of the Bank to give bonds covering
the faithful performance of their duties or may obtain insurance covering the
same, in either case in form and amount approved by the Board, the premiums
thereon to be paid by the Bank.


                                    ARTICLE V

                                 INDEMNIFICATION

     SECTION 5.01. RIGHT TO INDEMNIFICATION. The Bank shall to the fullest
extent permitted by applicable law as then in effect indemnify any person (the
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or a witness), or is threatened to be made so involved,
in any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the Bank to
procure a judgment in its favor, but excluding any action, suit, or proceeding
brought by such person against the Bank or any affiliate of the Bank (a
"Proceeding") by reason of the fact that he is or was a director, officer, or
employee of the Bank, or is or was serving at the request of the Bank as a
director, officer or employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against all expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such Proceeding. Such
indemnification shall be a contract right and shall include the right to receive
payment in advance of any expenses incurred by the Indemnitee in connection with
such Proceeding, consistent with the provisions of applicable law as then in
effect.

     SECTION 5.02. CONTRACTS AND FUNDING. The Bank may enter into contracts with
any director, officer, or employee of the Bank in furtherance of the provisions
of this Article V and may create a trust fund, grant a security interest
or use other means (including, without limitation, a letter of credit) to
ensure the payment of such amounts as may be necessary to effect indemnification
as provided in this Article V.

     SECTION 5.03. EMPLOYEE BENEFIT PLANS. For purposes of this Article V,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Bank" shall include any service as a director, officer, employee, or
agent of the Bank which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interests of the corporation.

     SECTION 5.04. INDEMNIFICATION NOT EXCLUSIVE RIGHT. The right of
indemnification and advancement of expenses provided in this Article V shall not
be exclusive of any other rights to which a person seeking indemnification may
otherwise be entitled, under any statute, by-law, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his


                                                                     PAGE 5 OF 7


<PAGE>





official capacity and as to action in another capacity while holding such
office. The provisions of this Article V shall inure to the benefit of the heirs
and legal representatives of any person entitled to indemnity under this Article
V and shall be applicable to Proceedings commenced or continuing after the
adoption of this Article V whether arising from acts or omissions occurring
before or after such adoption.

     SECTION 5.05. ADVANCEMENT OF EXPENSES; PROCEDURES. In furtherance, but not
in limitation, of the foregoing provisions, the following procedures and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article V:

             (a) Advancement of Expenses. All reasonable expenses incurred by or
on behalf of the Indemnitee in connection with any Proceeding shall be advanced
to the Indemnitee by the Bank within twenty (20) days after the receipt by the
Bank of a statement or statements from the Indemnitee requesting such advance
or advances from time to time, whether prior to or after final disposition of
such Proceeding. Such statement or statements shall reasonably evidence the
expenses incurred by the Indemnitee and, if required by law at the time of such
advance, shall include or be accompanied by an undertaking by or on behalf of
the Indemnitee to repay the amounts advanced if, and to the extent, it should
ultimately be determined that the Indemnitee is not entitled to be indemnified
against such expenses.

             (b) Written Request for Indemnification. To obtain indemnification
under this Article VII, an Indemnitee shall submit to the Secretary of the Bank
a written request, including such documentation and information as is reasonably
available to the Indemnitee and reasonably necessary to determine whether and to
what extent the Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Indemnitee's entitlement to
indemnification shall be made within a reasonable time after receipt by the Bank
of the written request for indemnification together with the Supporting
Documentation. The Secretary of the Bank shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that the Indemnitee
has requested indemnification.

             (c) Procedure for Determination. The Indemnitee's entitlement to
indemnification under this Article V shall be determined (i) by the Board
by a majority vote of a quorum (as defined in Article II of these
By-laws) consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the shareholders, but only if a majority of the
disinterested directors, if they constitute a quorum of the Board, presents the
issue of entitlement to indemnification to the shareholders for their
determination.

                                   ARTICLE VI

                                    BY-LAWS

             SECTION 6.01. INSPECTION. A copy of the By-laws shall at all times
be kept in a convenient place at the principal office of the Bank, and shall be
open for inspection by shareholders during banking hours.

             SECTION 6.02. AMENDMENTS. These By-laws may be added to, amended,
altered or repealed by action of the shareholders, or by vote of a majority of
the entire Board at any meeting of


                                                                     Page 6 of 7


<PAGE>





the Board. No amendment may be made unless the By-laws, as amended, are
consistent with the requirements of the laws of the United States and of the
Articles of Association of the Bank.

             SECTION 6.03. CONSTRUCTION. The masculine gender, where appearing
in these By-laws, shall be deemed to include the feminine gender.

                                  ARTICLE VII

                                 MISCELLANEOUS

             SECTION 7.01. SEAL. The corporate seal of the Bank shall be in the
form of a circle and shall bear the full name of the Bank and the words
"Corporate Seal" together with the logo of J.P. Morgan Chase & Co.

             SECTION 7.02. FISCAL YEAR. The fiscal year of the Bank shall be the
calendar year.

             SECTION 7.03. WAIVER OF NOTICE. Unless otherwise provided by the
laws of the United States, notice of any Board or Board committee meeting, need
not be given to any person who (a) submits a signed waiver of notice, whether
before or after the meeting, or (b) is present at such meeting; and any meeting
shall be a legal meeting without any notice thereof having been given, if all
the members are present.

             SECTION 7.04. ELECTRONIC MEETINGS. Subject to the provisions
required or permitted by these or the Articles of Association of the Bank for
notice of meetings, members of the Board of Directors, or members of any
committee of the Board, may participate in and hold a meeting of the Board of
Directors or such committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

             SECTION 7.05. CONSENT IN LIEU OF MEETING OF DIRECTORS. Except as
otherwise required by applicable laws and regulations, any action that may be
taken at a meeting of the Board of Directors or any committee of the Board may
also be taken without a meeting if a written consent to the action is signed by
all the directors, or by all members of such committee, and is filed with the
Secretary of the Bank as part of the corporate records.

                     SECTION 7.06. GOVERNING LAW. To the extent not inconsistent
with applicable Federal banking statutes and regulations, or safety and sound
banking practice, the Bank shall follow the corporate governance procedures,
including indemnification standards, of the Delaware General Corporation Law, as
amended.

                                                                     Page 7 of 7
<PAGE>
TRUSTEE'S CERTIFICATE PURSUANT TO SECTION 321(b)

The undersigned trustee, as a condition precedent to the qualification of the
indenture to which this statement of eligibility applies, hereby consents that
reports of examinations by Federal, State, Territorial, or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.

JPMORGAN CHASE BANK, N.A.


By:    /s/Thomas J. Foley
Name:  Thomas J. Foley
Title:     Vice President
<PAGE>
                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase 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 September 30,
               2004, 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 .................................................................       $ 19,187
     Interest-bearing balances .........................................................         33,195
Securities:
Held to maturity securities ............................................................            121
Available for sale securities ..........................................................         53,698
Federal funds sold and securities purchased under
     agreements to resell...............................................................
     Federal funds sold in domestic offices                                                      33,011
     Securities purchased under agreements to resell                                             82,951
Loans and lease financing receivables:
     Loans and leases held for sale ....................................................         17,558
     Loans and leases, net of unearned income        $171,323
     Less: Allowance for loan and lease losses          2,382
     Loans and leases, net of unearned income and
     allowance..........................................................................        168,941
Trading Assets..........................................................................        196,355
Premises and fixed assets (including capitalized leases)................................          5,578
Other real estate owned.................................................................            101
Investments in unconsolidated subsidiaries and
     associated companies ..............................................................             94
Customers' liability to this bank on acceptances
     outstanding........................................................................            391
Intangible assets
        Goodwill .......................................................................          2,554
        Other Intangible assets ........................................................          5,411
Other assets ...........................................................................         42,626
TOTAL ASSETS ...........................................................................       $661,772
                                                                                               ========
</TABLE>


<PAGE>

<TABLE>

                                   LIABILITIES

<S>                                                                                        <C>
Deposits
     In domestic offices .............................................................       $ 209,624
     Noninterest-bearing ........................$  82,597
     Interest-bearing ...........................  127,027
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ..........................................................         120,503
    Noninterest-bearing .........................$   7,003
     Interest-bearing ...........................  113,500

Federal funds purchased and securities sold under agreements to repurchase:
     Federal funds purchased in domestic offices .....................................          22,032
     Securities sold under agreements to repurchase ..................................          96,912
Trading liabilities ..................................................................         107,450
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases) .......................................          21,794
Bank's liability on acceptances executed and outstanding .............................             391
Subordinated notes and debentures ....................................................          12,821
Other liabilities ....................................................................          31,690
TOTAL LIABILITIES ....................................................................         623,217
Minority Interest in consolidated subsidiaries .......................................             348

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus ........................................               0
Common stock .........................................................................           1,785
Surplus  (exclude all surplus related to preferred stock).............................          16,954
Retained earnings ....................................................................          20,050
Accumulated other comprehensive income ...............................................            (582)
Other equity capital components ......................................................               0
TOTAL EQUITY CAPITAL .................................................................          38,207
                                                                                             ---------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL .............................       $ 661,772
                                                                                             =========
</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.   )
                                    JAMES DIMON                )DIRECTORS
                                    LAWRENCE A. BOSSIDY        )




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.(C)
<SEQUENCE>12
<FILENAME>k89874exv25wxcy.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY AND QUALIFICATION OF THE BANK OF NEW YORK
<TEXT>
<PAGE>
                                                                   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
               (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.)

One Energy Plaza
Jackson, Michigan                                            49201
(Address of principal executive offices)                     (Zip code)

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

                          Subordinated Debt Securities
                       (Title of the indenture securities)

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




<PAGE>


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 New York         2 Rector Street, 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>



                                    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 18th day of November, 2004.


                                        THE BANK OF NEW YORK


                                        By:      /S/ ROBERT A. MASSIMILLO
                                             -----------------------------------
                                              Name:  ROBERT A. MASSIMILLO
                                              Title: VICE PRESIDENT


                                      -3-
<PAGE>


                                                                       EXHIBIT 7



- --------------------------------------------------------------------------------
                      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 June 30, 2004,
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....                                         $2,954,963
   Interest-bearing balances.............................                                         10,036,895
Securities:
   Held-to-maturity securities...........................                                          1,437,899
   Available-for-sale securities.........................                                         20,505,806
Federal funds sold and securities purchased under
   agreements to resell..................................
   Federal funds sold in domestic offices................                                          5,482,900
   Securities purchased under agreements to
   resell................................................                                            838,105
Loans and lease financing receivables:
   Loans and leases held for sale........................                                             48,034
   Loans and leases, net of unearned
     income..............................................                                         38,299,913
   LESS: Allowance for loan and
     lease losses........................................                                            594,926
   Loans and leases, net of unearned
     income and allowance................................                                         37,704,987
Trading Assets...........................................                                          2,986,727
Premises and fixed assets (including capitalized
   leases)...............................................                                            957,249
Other real estate owned..................................                                                374
Investments in unconsolidated subsidiaries and
   associated companies..................................                                            246,280
Customers' liability to this bank on acceptances
   outstanding...........................................                                            251,948
Intangible assets........................................
   Goodwill..............................................                                          2,699,812
   Other intangible assets...............................                                            755,311
</TABLE>



<PAGE>


<TABLE>
<S>                                                                                            <C>
Other assets...........................................                                            7,629,093
                                                                                                 -----------
Total assets...........................................                                          $94,536,383
                                                                                                 ===========

LIABILITIES
Deposits:
   In domestic offices.................................                                          $36,481,716
   Noninterest-bearing.................................                                           15,636,690
   Interest-bearing....................................                                           20,845,026
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           25,163,274
   Noninterest-bearing.................................                                              413,981
   Interest-bearing....................................                                           24,749,293
Federal funds purchased and securities sold under
     agreements to repurchase..........................
   Federal funds purchased in domestic
     offices...........................................                                              898,340
   Securities sold under agreements to
     repurchase........................................                                              721,016
Trading liabilities....................................                                            2,377,862
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)...........................                                           10,475,320
Not applicable
Bank's liability on acceptances executed and
   outstanding.........................................                                              254,569
Subordinated notes and debentures......................                                            2,422,807
Other liabilities......................................                                            7,321,226
                                                                                                 -----------
Total liabilities......................................                                          $86,116,130
                                                                                                 ===========

Minority interest in consolidated
   subsidiaries........................................                                              139,967

EQUITY CAPITAL
Perpetual preferred stock and related
   surplus.............................................                                                    0
Common stock...........................................                                            1,135,284
Surplus................................................                                            2,082,308
Retained earnings......................................                                            5,118,989
Accumulated other comprehensive income.................                                             (56,295)
Other equity capital components........................                                                    0
                                                                                                 -----------

Total equity capital...................................                                            8,280,286
                                                                                                 -----------
Total liabilities, minority interest, and equity
   capital.............................................                                          $94,536,383
                                                                                                 ===========
</TABLE>




<PAGE>



         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                          Thomas J. Mastro,
                                      Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We 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 and is true and correct.

Thomas A. Renyi       }
Gerald L. Hassell     }              Directors
Alan R. Griffith      }



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.(D)
<SEQUENCE>13
<FILENAME>k89874exv25wxdy.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY OF PROPERTY TRUSTEE
<TEXT>
<PAGE>
                                                                   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 V
              (Exact name of obligor as specified in its charter)


Delaware                                                     52-7194937
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)


One Energy Plaza
Jackson, Michigan                                            49201
(Address of principal executive offices)                     (Zip code)

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

                           Trust Preferred Securities
                       (Title of the indenture securities)

================================================================================
<PAGE>



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 New York         2 Rector Street, 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>

                                    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 18th day of November, 2004.


                                          THE BANK OF NEW YORK


                                          By:      /S/ ROBERT A. MASSIMILLO
                                               ---------------------------------
                                                Name:  ROBERT A. MASSIMILLO
                                                Title: VICE PRESIDENT


                                      -3-
<PAGE>


                                                                       EXHIBIT 7



- --------------------------------------------------------------------------------
                      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 June 30, 2004,
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....                                         $2,954,963
   Interest-bearing balances.............................                                         10,036,895
Securities:
   Held-to-maturity securities...........................                                          1,437,899
   Available-for-sale securities.........................                                         20,505,806
Federal funds sold and securities purchased under
   agreements to resell..................................
   Federal funds sold in domestic offices................                                          5,482,900
   Securities purchased under agreements to
   resell................................................                                            838,105
Loans and lease financing receivables:
   Loans and leases held for sale........................                                             48,034
   Loans and leases, net of unearned
     income..............................................                                         38,299,913
   LESS: Allowance for loan and
     lease losses........................................                                            594,926
   Loans and leases, net of unearned
     income and allowance................................                                         37,704,987
Trading Assets...........................................                                          2,986,727
Premises and fixed assets (including capitalized
   leases)...............................................                                            957,249
Other real estate owned..................................                                                374
Investments in unconsolidated subsidiaries and
   associated companies..................................                                            246,280
Customers' liability to this bank on acceptances
   outstanding...........................................                                            251,948
Intangible assets........................................
   Goodwill..............................................                                          2,699,812
   Other intangible assets...............................                                            755,311
</TABLE>



<PAGE>


<TABLE>
<S>                                                                                            <C>
Other assets...........................................                                            7,629,093
                                                                                                 -----------
Total assets...........................................                                          $94,536,383
                                                                                                 ===========

LIABILITIES
Deposits:
   In domestic offices.................................                                          $36,481,716
   Noninterest-bearing.................................                                           15,636,690
   Interest-bearing....................................                                           20,845,026
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           25,163,274
   Noninterest-bearing.................................                                              413,981
   Interest-bearing....................................                                           24,749,293
Federal funds purchased and securities sold under
     agreements to repurchase..........................
   Federal funds purchased in domestic
     offices...........................................                                              898,340
   Securities sold under agreements to
     repurchase........................................                                              721,016
Trading liabilities....................................                                            2,377,862
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)...........................                                           10,475,320
Not applicable
Bank's liability on acceptances executed and
   outstanding.........................................                                              254,569
Subordinated notes and debentures......................                                            2,422,807
Other liabilities......................................                                            7,321,226
                                                                                                 -----------
Total liabilities......................................                                          $86,116,130
                                                                                                 ===========

Minority interest in consolidated
   subsidiaries........................................                                              139,967

EQUITY CAPITAL
Perpetual preferred stock and related
   surplus.............................................                                                    0
Common stock...........................................                                            1,135,284
Surplus................................................                                            2,082,308
Retained earnings......................................                                            5,118,989
Accumulated other comprehensive income.................                                             (56,295)
Other equity capital components........................                                                    0
                                                                                                 -----------

Total equity capital...................................                                            8,280,286
                                                                                                 -----------
Total liabilities, minority interest, and equity
   capital.............................................                                          $94,536,383
                                                                                                 ===========
</TABLE>




<PAGE>



         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                          Thomas J. Mastro,
                                      Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We 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 and is true and correct.

Thomas A. Renyi       }
Gerald L. Hassell     }              Directors
Alan R. Griffith      }



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.(E)
<SEQUENCE>14
<FILENAME>k89874exv25wxey.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY OF PROPERTY TRUSTEE
<TEXT>
<PAGE>
                                                                   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 Financing VI
               (Exact name of obligor as specified in its charter)

Delaware                                                     52-7193813
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

One Energy Plaza
Jackson, Michigan                                            49201
(Address of principal executive offices)                     (Zip code)

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

                           Trust Preferred Securities
                       (Title of the indenture securities)

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



<PAGE>
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 New York         2 Rector Street, 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>
                                   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 18th day of November, 2004.


                                    THE BANK OF NEW YORK


                                    By:           /S/ ROBERT A. MASSIMILLO
                                         ---------------------------------------
                                          Name:       ROBERT A. MASSIMILLO
                                          Title:      VICE PRESIDENT



                                      -3-
<PAGE>


                                                                       EXHIBIT 7



- --------------------------------------------------------------------------------
                      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 June 30, 2004,
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....                                         $2,954,963
   Interest-bearing balances.............................                                         10,036,895
Securities:
   Held-to-maturity securities...........................                                          1,437,899
   Available-for-sale securities.........................                                         20,505,806
Federal funds sold and securities purchased under
   agreements to resell..................................
   Federal funds sold in domestic offices................                                          5,482,900
   Securities purchased under agreements to
   resell................................................                                            838,105
Loans and lease financing receivables:
   Loans and leases held for sale........................                                             48,034
   Loans and leases, net of unearned
     income..............................................                                         38,299,913
   LESS: Allowance for loan and
     lease losses........................................                                            594,926
   Loans and leases, net of unearned
     income and allowance................................                                         37,704,987
Trading Assets...........................................                                          2,986,727
Premises and fixed assets (including capitalized
   leases)...............................................                                            957,249
Other real estate owned..................................                                                374
Investments in unconsolidated subsidiaries and
   associated companies..................................                                            246,280
Customers' liability to this bank on acceptances
   outstanding...........................................                                            251,948
Intangible assets........................................
   Goodwill..............................................                                          2,699,812
   Other intangible assets...............................                                            755,311
</TABLE>



<PAGE>


<TABLE>
<S>                                                                                            <C>
Other assets...........................................                                            7,629,093
                                                                                                 -----------
Total assets...........................................                                          $94,536,383
                                                                                                 ===========

LIABILITIES
Deposits:
   In domestic offices.................................                                          $36,481,716
   Noninterest-bearing.................................                                           15,636,690
   Interest-bearing....................................                                           20,845,026
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           25,163,274
   Noninterest-bearing.................................                                              413,981
   Interest-bearing....................................                                           24,749,293
Federal funds purchased and securities sold under
     agreements to repurchase..........................
   Federal funds purchased in domestic
     offices...........................................                                              898,340
   Securities sold under agreements to
     repurchase........................................                                              721,016
Trading liabilities....................................                                            2,377,862
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)...........................                                           10,475,320
Not applicable
Bank's liability on acceptances executed and
   outstanding.........................................                                              254,569
Subordinated notes and debentures......................                                            2,422,807
Other liabilities......................................                                            7,321,226
                                                                                                 -----------
Total liabilities......................................                                          $86,116,130
                                                                                                 ===========

Minority interest in consolidated
   subsidiaries........................................                                              139,967

EQUITY CAPITAL
Perpetual preferred stock and related
   surplus.............................................                                                    0
Common stock...........................................                                            1,135,284
Surplus................................................                                            2,082,308
Retained earnings......................................                                            5,118,989
Accumulated other comprehensive income.................                                             (56,295)
Other equity capital components........................                                                    0
                                                                                                 -----------

Total equity capital...................................                                            8,280,286
                                                                                                 -----------
Total liabilities, minority interest, and equity
   capital.............................................                                          $94,536,383
                                                                                                 ===========
</TABLE>




<PAGE>



         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                          Thomas J. Mastro,
                                      Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We 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 and is true and correct.

Thomas A. Renyi       }
Gerald L. Hassell     }              Directors
Alan R. Griffith      }



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.(F)
<SEQUENCE>15
<FILENAME>k89874exv25wxfy.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY OF PREFERRED GUARANTEE TRUSTEE
<TEXT>
<PAGE>
                                                                   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.)

One Energy Plaza
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>

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, N.Y.  10006,
        New York                                                 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>

                                    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 18th day of November, 2004.


                                      THE BANK OF NEW YORK


                                      By:     /S/ ROBERT A. MASSIMILLO
                                           -------------------------------------
                                           Name:  ROBERT A. MASSIMILLO
                                           Title: VICE PRESIDENT















                                      -3-
<PAGE>


                                                                       EXHIBIT 7



- --------------------------------------------------------------------------------
                      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 June 30, 2004,
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....                                         $2,954,963
   Interest-bearing balances.............................                                         10,036,895
Securities:
   Held-to-maturity securities...........................                                          1,437,899
   Available-for-sale securities.........................                                         20,505,806
Federal funds sold and securities purchased under
   agreements to resell..................................
   Federal funds sold in domestic offices................                                          5,482,900
   Securities purchased under agreements to
   resell................................................                                            838,105
Loans and lease financing receivables:
   Loans and leases held for sale........................                                             48,034
   Loans and leases, net of unearned
     income..............................................                                         38,299,913
   LESS: Allowance for loan and
     lease losses........................................                                            594,926
   Loans and leases, net of unearned
     income and allowance................................                                         37,704,987
Trading Assets...........................................                                          2,986,727
Premises and fixed assets (including capitalized
   leases)...............................................                                            957,249
Other real estate owned..................................                                                374
Investments in unconsolidated subsidiaries and
   associated companies..................................                                            246,280
Customers' liability to this bank on acceptances
   outstanding...........................................                                            251,948
Intangible assets........................................
   Goodwill..............................................                                          2,699,812
   Other intangible assets...............................                                            755,311
</TABLE>



<PAGE>


<TABLE>
<S>                                                                                            <C>
Other assets...........................................                                            7,629,093
                                                                                                 -----------
Total assets...........................................                                          $94,536,383
                                                                                                 ===========

LIABILITIES
Deposits:
   In domestic offices.................................                                          $36,481,716
   Noninterest-bearing.................................                                           15,636,690
   Interest-bearing....................................                                           20,845,026
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           25,163,274
   Noninterest-bearing.................................                                              413,981
   Interest-bearing....................................                                           24,749,293
Federal funds purchased and securities sold under
     agreements to repurchase..........................
   Federal funds purchased in domestic
     offices...........................................                                              898,340
   Securities sold under agreements to
     repurchase........................................                                              721,016
Trading liabilities....................................                                            2,377,862
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)...........................                                           10,475,320
Not applicable
Bank's liability on acceptances executed and
   outstanding.........................................                                              254,569
Subordinated notes and debentures......................                                            2,422,807
Other liabilities......................................                                            7,321,226
                                                                                                 -----------
Total liabilities......................................                                          $86,116,130
                                                                                                 ===========

Minority interest in consolidated
   subsidiaries........................................                                              139,967

EQUITY CAPITAL
Perpetual preferred stock and related
   surplus.............................................                                                    0
Common stock...........................................                                            1,135,284
Surplus................................................                                            2,082,308
Retained earnings......................................                                            5,118,989
Accumulated other comprehensive income.................                                             (56,295)
Other equity capital components........................                                                    0
                                                                                                 -----------

Total equity capital...................................                                            8,280,286
                                                                                                 -----------
Total liabilities, minority interest, and equity
   capital.............................................                                          $94,536,383
                                                                                                 ===========
</TABLE>




<PAGE>



         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                          Thomas J. Mastro,
                                      Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We 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 and is true and correct.

Thomas A. Renyi       }
Gerald L. Hassell     }              Directors
Alan R. Griffith      }



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.(G)
<SEQUENCE>16
<FILENAME>k89874exv25wxgy.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY OF PREFERRED GUARANTEE TRUSTEE
<TEXT>
<PAGE>
                                                                   EXHIBIT 25(g)






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

                                    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.)
One Energy Plaza
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>





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>                                                      <C>
        Superintendent of Banks of the State of                  2 Rector Street, New York, N.Y.
        New York                                                 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>





                                    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 18th day of November, 2004.


                                     THE BANK OF NEW YORK


                                     By:          /S/ ROBERT A. MASSIMILLO
                                          --------------------------------------
                                           Name:      ROBERT A. MASSIMILLO
                                           Title:     VICE PRESIDENT








                                      -3-
<PAGE>


                                                                       EXHIBIT 7



- --------------------------------------------------------------------------------
                      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 June 30, 2004,
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....                                         $2,954,963
   Interest-bearing balances.............................                                         10,036,895
Securities:
   Held-to-maturity securities...........................                                          1,437,899
   Available-for-sale securities.........................                                         20,505,806
Federal funds sold and securities purchased under
   agreements to resell..................................
   Federal funds sold in domestic offices................                                          5,482,900
   Securities purchased under agreements to
   resell................................................                                            838,105
Loans and lease financing receivables:
   Loans and leases held for sale........................                                             48,034
   Loans and leases, net of unearned
     income..............................................                                         38,299,913
   LESS: Allowance for loan and
     lease losses........................................                                            594,926
   Loans and leases, net of unearned
     income and allowance................................                                         37,704,987
Trading Assets...........................................                                          2,986,727
Premises and fixed assets (including capitalized
   leases)...............................................                                            957,249
Other real estate owned..................................                                                374
Investments in unconsolidated subsidiaries and
   associated companies..................................                                            246,280
Customers' liability to this bank on acceptances
   outstanding...........................................                                            251,948
Intangible assets........................................
   Goodwill..............................................                                          2,699,812
   Other intangible assets...............................                                            755,311
</TABLE>



<PAGE>


<TABLE>
<S>                                                                                            <C>
Other assets...........................................                                            7,629,093
                                                                                                 -----------
Total assets...........................................                                          $94,536,383
                                                                                                 ===========

LIABILITIES
Deposits:
   In domestic offices.................................                                          $36,481,716
   Noninterest-bearing.................................                                           15,636,690
   Interest-bearing....................................                                           20,845,026
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           25,163,274
   Noninterest-bearing.................................                                              413,981
   Interest-bearing....................................                                           24,749,293
Federal funds purchased and securities sold under
     agreements to repurchase..........................
   Federal funds purchased in domestic
     offices...........................................                                              898,340
   Securities sold under agreements to
     repurchase........................................                                              721,016
Trading liabilities....................................                                            2,377,862
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)...........................                                           10,475,320
Not applicable
Bank's liability on acceptances executed and
   outstanding.........................................                                              254,569
Subordinated notes and debentures......................                                            2,422,807
Other liabilities......................................                                            7,321,226
                                                                                                 -----------
Total liabilities......................................                                          $86,116,130
                                                                                                 ===========

Minority interest in consolidated
   subsidiaries........................................                                              139,967

EQUITY CAPITAL
Perpetual preferred stock and related
   surplus.............................................                                                    0
Common stock...........................................                                            1,135,284
Surplus................................................                                            2,082,308
Retained earnings......................................                                            5,118,989
Accumulated other comprehensive income.................                                             (56,295)
Other equity capital components........................                                                    0
                                                                                                 -----------

Total equity capital...................................                                            8,280,286
                                                                                                 -----------
Total liabilities, minority interest, and equity
   capital.............................................                                          $94,536,383
                                                                                                 ===========
</TABLE>




<PAGE>



         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                          Thomas J. Mastro,
                                      Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We 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 and is true and correct.

Thomas A. Renyi       }
Gerald L. Hassell     }              Directors
Alan R. Griffith      }



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
