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<SEC-DOCUMENT>0000950124-04-004698.txt : 20041006
<SEC-HEADER>0000950124-04-004698.hdr.sgml : 20041006
<ACCEPTANCE-DATETIME>20041006150554
ACCESSION NUMBER:		0000950124-04-004698
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20041001
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041006
DATE AS OF CHANGE:		20041006

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05611
		FILM NUMBER:		041068138

	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:			CMS ENERGY CORP
		CENTRAL INDEX KEY:			0000811156
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				382726431
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09513
		FILM NUMBER:		041068137

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k88559e8vk.txt
<DESCRIPTION>CURRENT REPORT, DATED OCTOBER 1, 2004
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) OCTOBER 1, 2004

  COMMISSION        REGISTRANT; STATE OF INCORPORATION;          IRS EMPLOYER
 FILE NUMBER           ADDRESS; AND TELEPHONE NUMBER          IDENTIFICATION NO.
- -------------       -----------------------------------       ------------------

    1-9513                CMS ENERGY CORPORATION                  38-2726431
                         (A MICHIGAN CORPORATION)
                             ONE ENERGY PLAZA
                          JACKSON, MICHIGAN 49201
                              (517) 788-0550

    1-5611                CONSUMERS ENERGY COMPANY                38-0442310
                          (A MICHIGAN CORPORATION)
                              ONE ENERGY PLAZA
                          JACKSON, MICHIGAN 49201
                              (517) 788-0550


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

<PAGE>




ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

Effective October 1, 2004 and as previously reported in a Form 8-K filed on
September 1, 2004, the Boards of Directors of CMS Energy Corporation ("CMS
Energy") and its principal subsidiary, Consumers Energy Company ("Consumers")
elected David W. Joos to the position of chief executive officer for CMS Energy
and Consumers. Mr. Joos will continue in his position of president of CMS
Energy, but has relinquished that position at Consumers.

Ken Whipple will continue in his role as chairman of CMS Energy and Consumers.
In connection with Mr. Whipple's relinquishment of his prior positions as chief
executive officer of CMS Energy and Consumers, his employment as an executive
officer of both companies terminated effective September 30, 2004. Mr. Whipple's
prior compensation and awards will be paid out to him in accordance with the
terms of his First Amended and Restated Employment Agreement effective as of
September 1, 2003, as previously filed as an exhibit to a Form 8-K filed on
October 24, 2003.

Also effective October 1, 2004, the Board of Directors of Consumers elected John
G. Russell to the position of president and chief operating officer. Mr. Russell
is 46 years old. He joined Consumers in 1986 and has received a succession of
increasingly responsible management positions at the companies. During the past
five years, Mr. Russell has held the following positions at Consumers:

<TABLE>
<CAPTION>

<S>                                                                                              <C>

- -   Executive Vice President, President and Chief Executive Officer - Electric                   2001 - 9/30/2004
- -   Senior Vice President                                                                        2000 - 2001
- -   Vice President                                                                               1999 - 2000


</TABLE>

Mr. Russell previously had entered in to an executive severance agreement with
Consumers in the Tier I form disclosed as part of Exhibit (10)(b) to CMS
Energy's and Consumers' Forms 10-Q for the quarter ended June 30, 2004. The Tier
I agreement applicable to senior officers, which has an initial three-year term
subject to further extension, provides for change-in-control severance benefits
when there is a change in control of the company and general severance benefits
for senior officers outside of such a change in control.

There are no family relationships between Mr. Russell and any other executive
officer or director of CMS Energy or Consumers, nor does Mr. Russell have a
direct or indirect material interest in any transaction or series of
transactions to which CMS Energy or Consumers or any of their subsidiaries are a
party.

ITEM 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.

Effective October 1, 2004, CMS Energy and Consumers have adopted changes to
their respective bylaws. CMS Energy amended its bylaws to separate the roles of
chairman and chief executive officer (Article X, Sections 3 and 4) and to
reflect the New York Stock Exchange requirement that officer compensation be
fixed by a committee of independent directors (Article VIII, Section 5).
Consumers amended its bylaws for the aforementioned reasons (Article X, Sections
3 and 4 and Article VIII, Section 5) as well as redefining the position of
president, such that the president shall be the chief operating officer of the
company (Article X, Section 5). CMS Energy's and Consumers' respective bylaws
are attached as exhibits hereto.



<PAGE>




ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) EXHIBITS.

(3)(a)   CMS Energy Corporation Bylaws, amended and restated as of October 1,
         2004

(3)(b)   Consumers Energy Company Bylaws, amended and restated as of October 1,
         2004


This Form 8-K contains "forward-looking statements" as defined in Rule 3b-6 of
the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act
of 1933, as amended, and relevant legal decisions. The forward-looking
statements are subject to risks and uncertainties. They should be read in
conjunction with "FORWARD-LOOKING STATEMENTS AND RISK FACTORS" found in the
MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy's Form 10-K/A for
the Fiscal Year Ended December 31, 2003 and Consumers' Form 10-K for the Fiscal
Year Ended December 31, 2003 (both incorporated herein by reference), that
discuss important factors that could cause CMS Energy's and Consumers' results
to differ materially from those anticipated in such statements.




<PAGE>




                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.



                                      CMS ENERGY CORPORATION

Dated:  October 6, 2004

                                      By:      /s/ S. Kinnie Smith, Jr.
                                               ------------------------------
                                               S. Kinnie Smith, Jr.
                                               Vice Chairman of the Board and
                                               General Counsel


                                      CONSUMERS ENERGY COMPANY

Dated:  October 6, 2004

                                      By:      /s/ S. Kinnie Smith, Jr.
                                               ------------------------------
                                               S. Kinnie Smith, Jr.
                                               Vice Chairman of the Board

<PAGE>



                               8-K EXHIBIT INDEX


EXHIBIT NO.             DESCRIPTION
- -----------             -----------

EX-3a                   CMS Energy Corporation Bylaws

EX-3b                   Consumers Energy Company Bylaws

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(A)
<SEQUENCE>2
<FILENAME>k88559exv3wxay.txt
<DESCRIPTION>CMS ENERGY CORPORATION BYLAWS
<TEXT>
<PAGE>

                                                                      EXHIBIT 3a


                             CMS ENERGY CORPORATION

                                     BYLAWS


ARTICLE I:  LOCATION OF OFFICES

        Section 1 - Registered Office: The registered office of CMS Energy
        Corporation, (the "Corporation") shall be at such place in the City of
        Jackson, County of Jackson, Michigan, or elsewhere in the State of
        Michigan, as the Board of Directors may from time to time designate.

        Section 2 - Other Offices: The Corporation may have and maintain other
        offices within or without the State of Michigan.

ARTICLE II:  CORPORATE SEAL

        Section 1 - Corporate Seal: The Corporation shall have a corporate seal
        bearing the name of the Corporation. The form of the corporate seal may
        be altered by the Board of Directors.

ARTICLE III:  FISCAL YEAR

        Section 1 - Fiscal Year: The fiscal year of the Corporation shall begin
        with the first day of January and end with the thirty-first day of
        December of each year.

ARTICLE IV:  SHAREHOLDERS' MEETINGS

        Section 1 - Annual Meetings: An annual meeting of the shareholders for
        election of Directors and for such other business as may come before the
        meeting shall be held at the registered office of the Corporation or at
        such other place within or without the State of Michigan, at 10:00 AM,
        Eastern Daylight Saving Time, or at such other time on the fourth Friday
        in May of each year or upon such other day as the Board of Directors may
        designate, but in no event shall such date be more than ninety (90) days
        after the fourth Friday in May.

        Section 2 - Special Meetings: Special meetings of the shareholders may
        be called by the Board of Directors or by the Chairman of the Board.
        Such meetings shall be held at the registered office of the Corporation
        or at such other place within or without the State of Michigan as the
        Board of Directors may designate.

        Section 3 - Notices: Except as otherwise provided by law, written notice
        of any meeting of the shareholders shall be given, either personally or
        by mail to each shareholder of record entitled to vote at such meeting,
        not less than ten (10) days nor more than sixty (60) days prior to the
        date of the meeting, at their last known address as the same appears on
        the stock records of the Corporation. Written notice shall be considered
        given when deposited, with postage thereon prepaid, in a post office or
        official depository under the control of the United States postal
        service. Such notice shall specify the time and place of holding the
        meeting, the purpose or purposes for which such meeting is called, and
        the record date fixed for the determination of shareholders entitled to
        notice of and to vote at such meeting. The Board of Directors shall fix

<PAGE>

                                                                               2


        a record date for determining shareholders entitled to notice of and to
        vote at such meeting. The Board of Directors shall fix a record date for
        determining shareholders entitled to notice of and to vote at a meeting
        of shareholders, which record date shall not be more than sixty (60)
        days nor less than ten (10) days before the date of the meeting. Such
        record date shall apply to any adjournment of the meeting unless the
        Board of Directors shall fix a new record date for purposes of the
        adjourned meeting.

               No notice of an adjourned meeting shall be necessary if the time
        and place to which the meeting is adjourned are announced at the meeting
        at which the adjournment is taken. At the adjourned meeting only such
        business may be transacted as might have been transacted at the original
        meeting. If, after an adjournment, the Board of Directors shall fix a
        new record date for the adjourned meeting, a notice of the adjourned
        meeting shall be mailed, in conformity with the provisions of the first
        paragraph of this Section 3, to each shareholder of record on the new
        record date entitled to vote at the adjourned meeting.

        Section 4 - Quorum: Except as otherwise provided by law or by the
        Articles of Incorporation of the Corporation, the holders of the shares
        of stock of the Corporation entitled to cast a majority of the votes at
        a meeting shall constitute a quorum for the transaction of business at
        the meeting, but a lesser number may convene any meeting and, by a
        majority vote of the shares present at the meeting, may adjourn the same
        from time to time until a quorum shall be present.

        Section 5 - Voting: Shareholders may vote at all meetings in person or
        by proxy, but all proxies shall be filed with the Secretary of the
        meeting before being voted upon.

               Subject to the provisions of the Articles of Incorporation of the
        Corporation at all meetings of the shareholders of the Corporation each
        holder of Common Stock shall be entitled on all questions to one vote
        for each share of stock held by such holder, and a majority of the votes
        cast by the holders of shares entitled to vote thereon shall be
        sufficient for the adoption of any question presented, unless otherwise
        provided by law or by the Articles of Incorporation of the Corporation.

        Section 6 - Inspectors: In advance of any meeting of shareholders the
        Board of Directors shall appoint one or more inspectors to act at such
        meeting or any adjournment thereof. The inspectors shall have such
        powers and duties as are provided by law.

ARTICLE V:  DIRECTORS

        Section 1 - Number: The Board of Directors of the Corporation shall
        consist of not less than seven (7) nor more than seventeen (17) members,
        as fixed from time to time by resolution of the Board of Directors.

        Section 2 - Election: The Directors shall be elected annually at the
        annual meeting of the shareholders or at any adjournment thereof.



<PAGE>

                                                                               3


        Section 3 - Term of Office: Subject to the provisions of the Articles of
        Incorporation of the Corporation and unless otherwise provided by law,
        the Directors shall hold office from the date of their election until
        the next succeeding annual meeting and until their successors are
        elected and shall qualify.

        Section 4 - Vacancies: Any vacancy or vacancies in the Board of
        Directors arising from any cause may be filled by the affirmative vote
        of a majority of the Directors then in office although less than a
        quorum. An increase in the number of members shall be construed as
        creating a vacancy.

ARTICLE VI:  DIRECTORS' MEETINGS

        Section 1 - Organization Meeting: As soon as possible after their
        election, the Board of Directors shall meet and organize and may also
        transact other business.

        Section 2 - Other Meetings: Meetings of the Board of Directors may be
        held at any time upon call of the Secretary or an Assistant Secretary
        made at the direction of the Chairman of the Board, the President, a
        Vice Chairman, if any, or a Vice President.

        Section 3 - Place of Meeting: All meetings of Directors shall be held at
        such place within or without the State of Michigan as may be designated
        in the call therefore.

        Section 4 - Notice: A reasonable notice of all meetings, in writing or
        otherwise, shall be given to each Director or sent to the Director's
        residence or place of business; provided, however, that no notice shall
        be required for an organization meeting if held on the same day as the
        shareholders' meeting at which Directors were elected.

               No notice of the holding of an adjourned meeting shall be
        necessary.

               Notice of all meetings shall specify the time and place of
        holding the meeting and unless otherwise stated any and all business may
        be transacted at any such meeting.

               Notice of the time, place and purpose of any meeting may be
        waived in writing either before or after the holding thereof.

        Section 5 - Quorum: At all meetings of the Board of Directors a majority
        of the Board then in office shall constitute a quorum but a majority of
        the Directors present may convene and adjourn any such meeting from time
        to time until a quorum shall be present; provided, that if the Board
        shall consist of ten (10) and not more than fifteen (15), then five (5)
        members shall constitute a quorum; and if the Board shall consist of
        more than fifteen (15), then seven (7) members shall constitute a
        quorum.

        Section 6 - Voting: All questions coming before any meeting of the Board
        of Directors for action shall be decided by a majority vote of the
        Directors present at such meeting, unless otherwise provided by law, the
        Articles of Incorporation of the Corporation or by these Bylaws.


<PAGE>

                                                                               4


        Section 7 - Participation by Communications Equipment: A Director or a
        member of a Committee designated by the Board of Directors may
        participate in a meeting by means of conference telephone or similar
        communications equipment by means of which all persons participating in
        the meeting can hear each other. Participation in a meeting by such
        means shall constitute presence in person at the meeting.

        Section 8 - Action Without Meeting: Any action required or permitted to
        be taken pursuant to authorization voted at a meeting of the Board of
        Directors or a Committee thereof, may be taken without a meeting if,
        before or after the action, all members of the Board or of the Committee
        consent thereto in writing. The written consents shall be filed with the
        minutes of the proceedings of the Board or Committee, and the consents
        shall have the same effect as a vote of the Board or Committee for all
        purposes.

ARTICLE VII:  EXECUTIVE AND OTHER COMMITTEES

        Section 1 - Number and Qualifications: By resolution passed by a
        majority of the whole Board, the Board of Directors may from time to
        time designate one or more of their number to constitute an Executive or
        any other Committee of the Board, as the Board of Directors may from
        time to time determine to be desirable, and may fix the number of
        members and designate the Chairperson of each such Committee, except
        that the Audit Committee shall consist of not less than three outside
        members of the Board of Directors. Except as provided by law, the powers
        of each such Committee shall be as defined in the resolution or
        resolutions of the Board of Directors relating to the authorization of
        such Committee, and may include, if such resolution or resolutions so
        provide, the power and authority to declare a dividend or to authorize
        the issuance of shares of stock of the Corporation.

        Section 2 - Appointment: The appointment of members of each such
        Committee, or other action respecting any Committee, may take place at
        any meeting of the Directors.

        Section 3 - Term of Office: The members of each Committee shall hold
        office at the pleasure of the Board of Directors.

        Section 4 - Vacancies: Any vacancy or vacancies in any such Committee
        arising from any cause shall be filled by resolution passed by a
        majority of the whole Board of Directors. By like vote the Board may
        designate one or more Directors to serve as alternate members of a
        Committee, who may replace an absent or disqualified member at a meeting
        of a Committee; provided, however, in the absence or disqualification of
        a member of a Committee, the members of the Committee present at a
        meeting and not disqualified from voting, whether or not constituting a
        quorum, may unanimously appoint another member of the Board of Directors
        to act in the place of the absent or disqualified member.

        Section 5 - Minutes: Except as provided in Section 2 of Article X hereof
        or as otherwise determined by the Board of Directors, each such
        Committee shall make a written report or recommendation following its
        meetings or keep minutes of all its meetings.



<PAGE>

                                                                               5



        Section 6 - Quorum: At all meetings of any duly authorized Committee of
        the Board of Directors, a majority of the members of such Committee
        shall constitute a quorum but a majority of the members present may
        convene and adjourn any such meeting from time to time until a quorum
        shall be present; provided, that with respect to any Committee of the
        Board other than the Executive Committee, if the membership of such
        Committee is four (4) or less, then two (2) members of such Committee
        shall constitute a quorum and one member may convene and adjourn any
        such meeting from time to time until a quorum shall be present.

ARTICLE VIII:  OFFICERS

        Section 1 - Election: The officers shall be chosen by the Board of
        Directors. The Corporation shall have a Chairman of the Board, a
        President, a Secretary and a Treasurer, and such other officers as the
        Board of Directors may from time to time determine, who shall have
        respectively such duties and authority as may be provided by these
        Bylaws or as may be provided by resolution of the Board of Directors not
        inconsistent herewith. Any two (2) or more of such offices may be held
        by the same persons but no officer shall execute, acknowledge or verify
        any instrument in more than one capacity if such instrument is required
        by law, by the Articles of Incorporation of the Corporation or by these
        Bylaws to be executed, acknowledged or verified by two (2) or more
        officers.

        Section 2 - Qualifications: The Chairman of the Board and Vice Chairman,
        if any, shall be chosen from among the Board of Directors, but the other
        officers need not be members of the Board.

        Section 3 - Vacancies: Any vacancy or vacancies among the officers
        arising from any cause shall be filled by the Board of Directors. In
        case of the absence of any officer of the Corporation or for any other
        reason that the Board of Directors may deem sufficient, the Board of
        Directors may delegate, for the time being, the powers or duties, or any
        of them, of any officer to any other officer or to any Director.

        Section 4 - Term of Office: Each officer of the Corporation shall hold
        office until a successor is chosen and qualified, or until the officer's
        resignation or removal. Any officer appointed by the Board of Directors
        may be removed at any time by the Board of Directors with or without
        cause.

        Section 5 - Compensation: The compensation of the officers shall be
        fixed by a committee of the Board of Directors composed of independent
        directors as defined by applicable law and regulation.



<PAGE>

                                                                               6



ARTICLE IX:  AGENTS

        Section 1 - Resident Agent: The Corporation shall have and continuously
        maintain a resident agent, which may be either an individual resident in
        the State of Michigan whose business office is identical with the
        Corporation's registered office or a Michigan corporation or a foreign
        corporation authorized to transact business in Michigan and having a
        business office identical with the Corporation's registered office. The
        Board of Directors shall appoint the resident agent.

        Section 2 - Other Agents: The Board of Directors may appoint such other
        agents as may in their judgment be necessary for the proper conduct of
        the business of the Corporation.

ARTICLE X:  POWERS AND DUTIES

        Section 1 - Directors: The business and affairs of the Corporation shall
        be managed by the Board of Directors which shall have and exercise all
        of the powers and authority of the Corporation except as otherwise
        provided by law, by the Articles of Incorporation of the Corporation or
        by these Bylaws.

        Section 2 - Executive Committee: In the interim between meetings of the
        Board of Directors the Executive Committee shall have and exercise all
        the powers and authority of the Board of Directors except as otherwise
        provided by law. The Executive Committee shall meet from time to time on
        the call of the Chairman of the Board or the Chairman of the Committee.
        The Secretary shall keep minutes in sufficient detail to advise fully
        the Board of Directors of the actions taken by the Committee and shall
        submit copies of such minutes to the Board of Directors for its approval
        or other action at its next meeting.

        Section 3 - Chairman of the Board: The Chairman of the Board shall
        preside at all meetings of Directors and shareholders; and shall perform
        and do all acts and things incident to the position of Chairman of the
        Board, and such other duties as may be assigned from time to time by the
        Board of Directors or the Executive Committee.

        Section 4 - President: The President shall be the chief executive
        officer of the Corporation and, subject to the supervision of the Board
        of Directors and of the Executive Committee, shall have general charge
        of the business and affairs of the Corporation; shall perform and do all
        acts and things incident to such position and such other duties as may
        be assigned from time to time by the Board of Directors, the Executive
        Committee or the Chairman of the Board; in the absence of the Chairman
        of the Board and a Vice Chairman, shall preside at meetings of
        Directors; and in the absence of the Chairman of the Board shall preside
        at meetings of shareholders.

        Section 5 - Vice Chairman: A Vice Chairman, if any, shall perform such
        of the duties of the Chairman of the Board or the President on behalf of
        the Corporation as may be respectively assigned from time to time by the
        Board of Directors, the Executive Committee, the Chairman of the Board
        or the President; in the absence of the Chairman of the Board shall
        preside at

<PAGE>
                                                                               7



        meetings of Directors; and in the absence of the Chairman of the Board
        and the President shall preside at meetings of shareholders.

        Section 6 - Vice Presidents: Vice Presidents, if any, shall perform such
        of the duties of the Chairman of the Board or the President or the Vice
        Chairman, if any, on behalf of the Corporation as may be respectively
        assigned to them from time to time by the Board of Directors, the
        Executive Committee, the Chairman of the Board or the President or a
        Vice Chairman. The Board of Directors or Executive Committee may
        designate one or more of the Vice Presidents as Executive Vice President
        or Senior Vice President.

        Section 7 - Controller: Subject to the control of the Board of
        Directors, the Executive Committee, the Chairman of the Board, the
        President and the Vice President having general charge of accounting,
        the Controller, if any, shall have charge of the supervision of the
        accounting system of the Corporation, including the preparation and
        filing of all tax returns and financial reports required by law to be
        made to any and all public authorities and officials; and shall perform
        such other duties as may be assigned, from time to time, by the Board of
        Directors, the Executive Committee, the Chairman of the Board, the
        President, a Vice Chairman, if any, or Vice President having general
        charge of accounting.

        Section 8 - Treasurer: It shall be the duty of the Treasurer to have the
        care and custody of all the funds and securities, including the
        investment thereof, of the Corporation which may come into Treasurer's
        hands, and to endorse checks, drafts and other instruments for the
        payment of money for deposit or collection when necessary or proper and
        to deposit the same to the credit of the Corporation in such bank or
        banks or depository as may be designated, may endorse all commercial
        documents requiring endorsements for or on behalf of the Corporation,
        may sign all receipts and vouchers for the payments made to the
        Corporation, shall render an account of transactions to the Board of
        Directors or the Executive Committee as often as the Board or the
        Committee shall require, and shall perform all acts incident to the
        position of Treasurer, subject to the control of the Board of Directors,
        the Executive Committee, the Chairman of the Board, the President and a
        Vice Chairman, if any.

        Section 9 - Secretary: The Secretary shall act as custodian of and
        record the minutes of all meetings of the Board of Directors, of the
        Executive Committee, of the shareholders and of any Committees of the
        Board of Directors which keep formal minutes; shall attend to the giving
        and serving of all notices of the Corporation; shall prepare or cause to
        be prepared the list of shareholders required to be produced at any
        meeting; shall attest the seal of the Corporation upon all contracts and
        instruments executed under such seal, shall affix or cause to be affixed
        the seal of the Corporation thereto and to all certificates of shares of
        the capital stock, shall have charge of the stock records of the
        Corporation, and shall, in general, perform all the duties of Secretary,
        subject to the control of the Board of Directors, the Executive
        Committee, the Chairman of the Board, the President and a Vice Chairman,
        if any.

        Section 10 - General Counsel: The General Counsel, if any, shall have
        charge of all matters of a legal nature involving the Corporation.



<PAGE>

                                                                               8



        Section 11 -    Assistant Controllers,
                        Assistant Secretaries and
                        Assistant Treasurers: An Assistant Controller, an
        Assistant Secretary or an Assistant Treasurer, if any, shall, in the
        absence or inability to act or at the request of the Controller,
        Secretary or Treasurer, respectively, perform the duties of the
        Controller or Secretary or Treasurer, respectively, and shall perform
        such other duties as may from time to time be assigned by the Board of
        Directors, the Executive Committee, the Chairman of the Board, the
        President or a Vice Chairman, if any. The performance of any such duty
        shall be conclusive evidence of right to act.

        Section 12 -    Principal Financial Officer and
                        Principal Accounting Officer: The Board of Directors or
        the Executive Committee may from time to time designate officers of the
        Corporation to be the Principal Financial Officer and the Principal
        Accounting Officer of the Corporation.

ARTICLE XI:  STOCK

        Section 1 - Stock Certificates: The shares of stock of the Corporation
        shall be represented by certificates which shall be numbered and shall
        be entered on the stock records of the Corporation and registered as
        they are issued. Each certificate shall state on its face that the
        Corporation is formed under the laws of Michigan, the name of the person
        or persons to whom issued, the number and class of shares and the
        designation of the series the certificate represents, and the par value
        of each share represented by the certificate; shall be signed by the
        Chairman of the Board or a Vice Chairman or the President or one of the
        Vice Presidents and by the Treasurer or an Assistant Treasurer or the
        Secretary or an Assistant Secretary; and shall be sealed with the seal
        of the Corporation or a facsimile thereof. When such certificates are
        countersigned by a transfer agent or registered by a registrar, the
        signatures of any such Chairman of the Board, Vice Chairman, President,
        Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant
        Secretary may be facsimiles. In case any officer, who shall have signed
        or whose facsimile signature shall have been placed on any such
        certificate, shall cease to be such officer of the Corporation before
        such certificate shall have been issued by the Corporation, such
        certificate may nevertheless be issued by the Corporation with the same
        effect as if the person, who signed such certificate or whose facsimile
        signature shall have been placed thereon, were such officer of the
        Corporation at the date of issue.

               Each certificate shall set forth on its face or back or state
        that the Corporation will furnish to a shareholder upon request and
        without charge a full statement of the designations, relative rights,
        preferences and limitations of the shares of stock of each class
        authorized to be issued and of each series so far as the same have been
        prescribed and the authority of the Board of Directors to designate and
        prescribe the relative rights, preferences and limitations of other
        series.

        Section 2 - Stock Records: The shares of stock of the Corporation shall
        be transferable on the stock records of the Corporation in person or by
        proxy duly authorized and upon surrender and cancellation of the old
        certificates therefore.



<PAGE>

                                                                               9


               The Board of Directors may fix a date preceding the date fixed
        for any meeting of the shareholders or any dividend payment date or the
        date for the allotment of rights or the date when any change, conversion
        or exchange of stock shall go into effect or the date for any other
        action, as the record date for the determination of the shareholders
        entitled to notice of and to vote at such meeting or to receive payment
        of such dividend or to receive such allotment of rights or to exercise
        such rights in respect of any such change, conversion or exchange of
        stock or to take such other action, as the case may be, notwithstanding
        any transfer of shares on the records of the Corporation or otherwise
        after any such record date fixed as aforesaid. The record date so fixed
        by the Board shall not be more than sixty (60) nor less than ten (10)
        days before the date of the meeting of the shareholders, nor more than
        sixty (60) days before any other action. If the Board of Directors does
        not fix a date of record, as aforesaid, the record date shall be as
        provided by law.

        Section 3 - Stock - Preferred and Common: The designations, relative
        rights, preferences, limitations and voting powers, or restrictions, or
        qualifications of the shares of Preferred Stock and Common Stock shall
        be as set forth in the Articles of Incorporation of the Corporation.

        Section 4 - Replacing Certificates: In case of the alleged loss, theft
        or destruction of any certificate of shares of stock and the submission
        of proper proof thereof, a new certificate may be issued in lieu thereof
        upon delivery to the Corporation by the owner or legal representative of
        a bond of indemnity against any claim that may be made against the
        Corporation on account of such alleged lost, stolen or destroyed
        certificate or such issuance of a new certificate.

ARTICLE XII:  AUTHORIZED SIGNATURES

        Section 1 - Authorized Signatures: All checks, drafts and other
        negotiable instruments issued by the Corporation shall be made in the
        name of the Corporation and shall be signed manually or signed by
        facsimile signature by such one of the officers of the Corporation or
        such other person as the Chairman of the Board, the Vice Chairman of the
        Board, the President or the Treasurer may from time to time designate.

ARTICLE XIII:  INSURANCE

        Section 1 - Insurance: The Corporation 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
        Corporation, or is or was serving at the request of the Corporation 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.



<PAGE>

                                                                              10


ARTICLE XIV:  AMENDMENTS OF BYLAWS

        Section 1 - Amendments, How Effected: These Bylaws may be amended or
        repealed, or new Bylaws may be adopted, either by the majority vote of
        the votes cast by the shareholders entitled to vote thereon or by the
        majority vote of the Directors then in office at any meeting of the
        Directors.





Amended and Restated
October 1, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(B)
<SEQUENCE>3
<FILENAME>k88559exv3wxby.txt
<DESCRIPTION>CONSUMERS ENERGY COMPANY BYLAWS
<TEXT>
<PAGE>

                                                                      EXHIBIT 3b

                            CONSUMERS ENERGY COMPANY

                                     BYLAWS


ARTICLE I: LOCATION OF OFFICES

           Section 1 - Registered Office: The registered office of Consumers
           Energy Company, (the "Company") shall be at such place in the City of
           Jackson, County of Jackson, Michigan, or elsewhere in the State of
           Michigan, as the Board of Directors may from time to time designate.

           Section 2 - Other Offices: The Company may have and maintain other
           offices within or without the State of Michigan.

ARTICLE II: CORPORATE SEAL

           Section 1 - Corporate Seal: The Company shall have a corporate seal
           bearing the name of the Company. The form of the corporate seal may
           be altered by the Board of Directors.

ARTICLE III: FISCAL YEAR

           Section 1 - Fiscal Year: The fiscal year of the Company shall begin
           with the first day of January and end with the thirty-first day of
           December of each year.

ARTICLE IV: SHAREHOLDERS' MEETINGS

           Section 1 - Annual Meetings: An annual meeting of the shareholders
           for election of Directors and for such other business as may come
           before the meeting shall be held at the registered office of the
           Company or at such other place within or without the State of
           Michigan, at 10:00 AM, Eastern Daylight Saving Time, or at such other
           time on the fourth Friday in May of each year or upon such other date
           as the Board of Directors may designate, but in no event shall such
           date be more than ninety (90) days after the fourth Friday in May.

           Section 2 - Special Meetings: Special meetings of the shareholders
           may be called by the Board of Directors or by the Chairman of the
           Board. Such meetings shall be held at the registered office of the
           Company or at such other place within or without the State of
           Michigan as the Board of Directors may designate.

           Section 3 - Notices: Except as otherwise provided by law, written
           notice of any meeting of the shareholders shall be given, either
           personally or by mail to each shareholder of record entitled to vote
           at such meeting, not less than ten (10) days nor more than sixty (60)
           days prior to the date of the meeting, at their last known address as
           the same appears on the stock records of the Company. Written notice
           shall be considered given when deposited, with postage thereon
           prepaid, in a post office or official depository under the control of
           the United States postal service. Such notice shall specify the time
           and place of holding the


<PAGE>
                                                                              2


           meeting, the purpose or purposes for which such meeting is called,
           and the record date fixed for the determination of shareholders
           entitled to notice of and to vote at such meeting. The Board of
           Directors shall fix a record date for determining shareholders
           entitled to notice of and to vote at a meeting of shareholders, which
           record date shall not be more than sixty (60) days nor less than ten
           (10) days before the date of the meeting. Such record date shall
           apply to any adjournment of the meeting unless the Board of Directors
           shall fix a new record date for purposes of the adjourned meeting.

                    No notice of an adjourned meeting shall be necessary if the
           time and place to which the meeting is adjourned are announced at the
           meeting at which the adjournment is taken. At the adjourned meeting
           only such business may be transacted as might have been transacted at
           the original meeting. If, after an adjournment, the Board of
           Directors shall fix a new record date for the adjourned meeting, a
           notice of the adjourned meeting shall be mailed, in conformity with
           the provisions of the first paragraph of this Section 3, to each
           shareholder of record on the new record date entitled to vote at the
           adjourned meeting.

           Section 4 - Quorum: Except as otherwise provided by law or by the
           Articles of Incorporation of the Company, the holders of the shares
           of stock of the Company entitled to cast a majority of the votes at a
           meeting shall constitute a quorum for the transaction of business at
           the meeting, but a lesser number may convene any meeting and, by a
           majority vote of the shares present at the meeting, may adjourn the
           same from time to time until a quorum shall be present.

           Section 5 - Voting: Shareholders may vote at all meetings in person
           or by proxy, but all proxies shall be filed with the Secretary of the
           meeting before being voted upon.

                    The voting powers of the shares of Preferred Stock, Class A
           Preferred Stock, Preference Stock and Common Stock shall be as
           provided by law or set forth in the Articles of Incorporation of the
           Company.

           Section 6 - Inspectors: In advance of any meeting of shareholders the
           Board of Directors shall appoint one or more inspectors to act at
           such meeting or any adjournment thereof. The inspectors shall have
           such powers and duties as are provided by law.

ARTICLE V: DIRECTORS

           Section 1 - Number: The Board of Directors of the Company shall
           consist of not less than seven (7) nor more than seventeen (17)
           members, as fixed from time to time by resolution of the Board of
           Directors.

           Section 2 - Election: The Directors shall be elected annually at the
           annual meeting of the shareholders or at any adjournment thereof.

           Section 3 - Term of Office: Subject to the provisions of the Articles
           of Incorporation of the Company and unless otherwise provided by law,
           the Directors shall hold office from the


<PAGE>
                                                                               3


           date of their election until the next succeeding annual meeting and
           until their successors are elected and shall qualify.

           Section 4 - Vacancies: Any vacancy or vacancies in the Board of
           Directors arising from any cause may be filled by the affirmative
           vote of a majority of the Directors then in office although less than
           a quorum. An increase in the number of members shall be construed as
           creating a vacancy.

ARTICLE VI: DIRECTORS' MEETINGS

           Section 1 - Organization Meeting: As soon as possible after their
           election, the Board of Directors shall meet and organize and may also
           transact other business.

           Section 2 - Other Meetings: Meetings of the Board of Directors may be
           held at any time upon call of the Secretary or an Assistant Secretary
           made at the direction of the Chairman of the Board, the President, a
           Vice Chairman, if any, or a Vice President.

           Section 3 - Place of Meeting: All meetings of Directors shall be held
           at such place within or without the State of Michigan as may be
           designated in the call therefor.

           Section 4 - Notice: A reasonable notice of all meetings, in writing
           or otherwise, shall be given to each Director or sent to the
           Director's residence or place of business; provided, however, that no
           notice shall be required for an organization meeting if held on the
           same day as the shareholders' meeting at which the Directors were
           elected.

                    No notice of the holding of an adjourned meeting shall be
           necessary.

                    Notice of all meetings shall specify the time and place of
           holding the meeting and unless otherwise stated any and all business
           may be transacted at any such meeting.

                    Notice of the time, place and purpose of any meeting may be
           waived in writing either before or after the holding thereof.

           Section 5 - Quorum: At all meetings of the Board of Directors a
           majority of the Board then in office shall constitute a quorum but a
           majority of the Directors present may convene and adjourn any such
           meeting from time to time until a quorum shall be present; provided,
           that if the Board shall consist of ten (10) and not more than fifteen
           (15), then five (5) members shall constitute a quorum; and if the
           Board shall consist of more than fifteen (15), then seven (7) members
           shall constitute a quorum.

           Section 6 - Voting: All questions coming before any meeting of the
           Board of Directors for action shall be decided by a majority vote of
           the Directors present at such meeting, unless otherwise provided by
           law, the Articles of Incorporation of the Company or by these Bylaws.


<PAGE>


                                                                               4


           Section 7 - Participation by Communications Equipment: A Director or
           a member of a Committee designated by the Board of Directors may
           participate in a meeting by means of conference telephone or similar
           communications equipment by means of which all persons participating
           in the meeting can hear each other. Participation in a meeting by
           such means shall constitute presence in person at the meeting.

           Section 8 - Action Without Meeting: Any action required or permitted
           to be taken pursuant to authorization voted at a meeting of the Board
           of Directors or a Committee thereof, may be taken without a meeting
           if, before or after the action, all members of the Board or of the
           Committee consent thereto in writing. The written consents shall be
           filed with the minutes of the proceedings of the Board or Committee,
           and the consents shall have the same effect as a vote of the Board or
           Committee for all purposes.

ARTICLE VII: EXECUTIVE AND OTHER COMMITTEES

           Section 1 - Number and Qualifications: By resolution passed by a
           majority of the whole Board, the Board of Directors may from time to
           time designate one or more of their number to constitute an Executive
           or any other Committee of the Board, as the Board of Directors may
           from time to time determine to be desirable, and may fix the number
           of members and designate the Chairperson of each such Committee,
           except that the Audit Committee shall consist of not less than three
           outside members of the Board of Directors. Except as provided by law,
           the powers of each such Committee shall be as defined in the
           resolution or resolutions of the Board of Directors relating to the
           authorizations of such Committee, and may include, if such resolution
           or resolutions so provide, the power and authority to declare a
           dividend or to authorize the issuance of shares of stock of the
           Company.

           Section 2 - Appointment: The appointment of members of each such
           Committee, or other action respecting any Committee, may take place
           at any meeting of the Directors.

           Section 3 - Term of Office: The members of each Committee shall hold
           office at the pleasure of the Board of Directors.

           Section 4 - Vacancies: Any vacancy or vacancies in any such Committee
           arising from any cause shall be filled by resolution passed by a
           majority of the whole Board of Directors. By like vote the Board may
           designate one or more Directors to serve as alternate members of a
           Committee, who may replace an absent or disqualified member at a
           meeting of a Committee; provided, however, in the absence or
           disqualification of a member of a Committee, the members of the
           Committee present at a meeting and not disqualified from voting,
           whether or not constituting a quorum, may unanimously appoint another
           member of the Board of Directors to act in the place of the absent or
           disqualified member.

           Section 5 - Minutes: Except as provided in Section 2 of Article X
           hereof or as otherwise determined by the Board of Directors, each
           such Committee shall make a written report or recommendation
           following its meetings or keep minutes of all its meetings.


<PAGE>
                                                                               5


           Section 6 - Quorum: At all meetings of any duly authorized Committee
           of the Board of Directors, a majority of the members of such
           Committee shall constitute a quorum but a majority of the members
           present may convene and adjourn any such meeting from time to time
           until a quorum shall be present; provided, that with respect to any
           Committee of the Board other than the Executive Committee, if the
           membership of such Committee is four (4) or less, then two (2)
           members of such Committee shall constitute a quorum and one member
           may convene and adjourn any such meeting from time to time until a
           quorum shall be present.

ARTICLE VIII: OFFICERS

           Section 1 - Election: The officers shall be chosen by the Board of
           Directors. The Company shall have a Chairman of the Board, a
           President, a Secretary and a Treasurer, and such other officers as
           the Board of Directors may from time to time determine, who shall
           have respectively such duties and authority as may be provided by
           these Bylaws or as may be provided by resolution of the Board of
           Directors not inconsistent herewith. Any two (2) or more of such
           offices may be held by the same person but no officer shall execute,
           acknowledge or verify any instrument in more than one capacity if
           such instrument is required by law, by the Articles of Incorporation
           of the Company or by these Bylaws to be executed, acknowledged or
           verified by two (2) or more officers.

           Section 2 - Qualifications: The Chairman of the Board and Vice
           Chairman, if any, shall be chosen from among the Board of Directors,
           but the other officers need not be members of the Board.

           Section 3 - Vacancies: Any vacancy or vacancies among the officers
           arising from any cause shall be filled by the Board of Directors. In
           case of the absence of any officer of the Company or for any other
           reason that the Board of Directors may deem sufficient, the Board of
           Directors may delegate, for the time being, the powers or duties, or
           any of them, of any officer to any other officer or to any Director.

           Section 4 - Term of Office: Each officer of the Company shall hold
           office until the officer's successor is chosen and qualified, or
           until the officer's resignation or removal. Any officer appointed by
           the Board of Directors may be removed at any time by the Board of
           Directors with or without cause.

           Section 5 - Compensation: The compensation of the officers shall be
           fixed by a committee of the Board of Directors composed of
           independent directors as defined by applicable law and regulation.

ARTICLE IX: AGENTS

           Section 1 - Resident Agent: The Company shall have and continuously
           maintain a resident agent, which may be either an individual resident
           in the State of Michigan whose business office is identical with the
           Company's registered office or a Michigan corporation or a foreign
           corporation authorized to transact business in Michigan and having a
           business office


<PAGE>
                                                                               6


           identical with the Company's registered office. The Board of
           Directors shall appoint the resident agent.

           Section 2 - Other Agents: The Board of Directors may appoint such
           other agents as may in their judgment be necessary for the proper
           conduct of the business of the Company.

ARTICLE X: POWERS AND DUTIES

           Section 1 - Directors: The business and affairs of the Company shall
           be managed by the Board of Directors which shall have and exercise
           all of the powers and authority of the Company except as otherwise
           provided by law, by the Articles of Incorporation of the Company or
           by these Bylaws.

           Section 2 - Executive Committee: In the interim between meetings of
           the Board of Directors the Executive Committee shall have and
           exercise all the powers and authority of the Board of Directors
           except as otherwise provided by law. The Executive Committee shall
           meet from time to time on the call of the Chairman of the Board or
           the Chairman of the Committee. The Secretary shall keep minutes in
           sufficient detail to advise fully the Board of Directors of the
           actions taken by the Committee and shall submit copies of such
           minutes to the Board of Directors for its approval or other action at
           its next meeting.

           Section 3 - Chairman of the Board: The Chairman of the Board shall
           preside at all meetings of Directors and shareholders; shall perform
           and do all acts and things incident to the position of Chairman of
           the Board; and shall perform such other duties as may be assigned
           from time to time by the Board of Directors or the Executive
           Committee.

           Section 4 - Chief Executive Officer: The Chief Executive Officer,
           subject to the supervision of the Board of Directors and of the
           Executive Committee, shall have general charge of the business and
           affairs of the Company. Unless otherwise provided by the Board or the
           Executive Committee, the Chief Executive Officer shall have full
           power and authority on behalf of the Company to execute any
           shareholder, member or partnership consents and to attend and act and
           to vote in person or by proxy at any meetings of shareholders,
           members or partners of any entity in which the Company may own stock
           or an interest and at any such meeting shall possess and may exercise
           any and all the rights and powers incident to the ownership of such
           stock or interest and which, as the owner thereof, the Company might
           have possessed and exercised if present. If the Chief Executive
           Officer shall not exercise such powers, or in the absence or
           inability to act of the Chief Executive Officer, the President may
           exercise such powers. In the absence or inability to act of the
           President, a Vice Chairman, if any, may exercise such powers. In the
           absence or inability to act of a Vice Chairman, any Vice President
           may exercise such powers. The Board of Directors or Executive
           Committee by resolution from time to time may confer like powers upon
           any other person or persons. In the absence of the Chairman of the
           Board and a Vice Chairman, the Chief Executive Officer shall preside
           at meetings of Directors. In the absence of the Chairman of the
           Board, the Chief Executive Officer shall preside at meetings of
           shareholders.


<PAGE>
                                                                               7


           Section 5 - President: The President shall be the chief operating
           officer of the Company and shall perform and do all acts and things
           incident to such position; and shall perform such other duties as may
           be assigned from time to time by the Board of Directors, the
           Executive Committee, the Chairman of the Board or the Chief Executive
           Officer.

           Section 6 - Vice Chairman: The Vice Chairman, if any, shall perform
           such of the duties of the Chairman of the Board or the President on
           behalf of the Company as may be respectively assigned from time to
           time by the Board of Directors, the Executive Committee, the Chairman
           of the Board or the President. In the absence of the Chairman of the
           Board, the Vice Chairman shall preside at meetings of Directors. In
           the absence of the Chairman of the Board and the President, the Vice
           Chairman shall preside at meetings of shareholders.

           Section 7 - Vice Presidents: Vice Presidents, if any, shall perform
           such of the duties of the Chairman of the Board or the President or
           the Vice Chairman, if any, on behalf of the Company as may be
           respectively assigned from time to time by the Board of Directors,
           the Executive Committee, the Chairman of the Board or the President
           or a Vice Chairman. The Board of Directors or Executive Committee may
           designate one or more of the Vice Presidents as Executive Vice
           President or Senior Vice President.

           Section 8 - Controller: Subject to the Board of Directors, the
           Executive Committee, the Chairman of the Board, the President and the
           Vice President having general charge of accounting, the Controller,
           if any, shall have charge of the supervision of the accounting system
           of the Company, including the preparation and filing of all tax
           returns and financial reports required by law to be made to any and
           all public authorities and officials; and shall perform such other
           duties as may be assigned, from time to time, by the Board of
           Directors, the Executive Committee, the Chairman of the Board, the
           President, a Vice Chairman, if any, or Vice President having general
           charge of accounting.

           Section 9 - Treasurer: It shall be the duty of the Treasurer to have
           the care and custody of all the funds and securities, including the
           investment thereof, of the Company which may come into the
           Treasurer's hands, and to endorse checks, drafts and other
           instruments for the payment of money for deposit or collection when
           necessary or proper and to deposit the same to the credit of the
           Company in such bank or banks or depository as the Treasurer may
           designate, and the Treasurer may endorse all commercial documents
           requiring endorsements for or on behalf of the Company. The Treasurer
           may sign all receipts and vouchers for the payments made to the
           Company; shall render an account of transactions to the Board of
           Directors or the Executive Committee as often as the Board or the
           Committee shall require; and shall perform all acts incident to the
           position of Treasurer, subject to the control of the Board of
           Directors, the Executive Committee, the Chairman of the Board, the
           President and a Vice Chairman, if any.

           Section 10 - Secretary: The Secretary shall act as custodian of and
           record the minutes of all meetings of the Board of Directors, of the
           Executive Committee, of the shareholders and of any Committees of the
           Board of Directors which keep formal minutes; shall attend to the
           giving and serving of all notices of the Company; shall prepare or
           cause to be prepared the


<PAGE>
                                                                               8


           list of shareholders required to be produced at any meeting; shall
           attest the seal of the Company upon all contracts and instruments
           executed under such seal and shall affix or cause to be affixed the
           seal of the Company thereto and to all certificates of shares of the
           capital stock; shall have charge of the stock records of the Company
           and such other books and papers as the Board of Directors, the
           Executive Committee, the Chairman of the Board, the President or a
           Vice Chairman, if any, may direct; and shall, in general, perform all
           the duties of Secretary, subject to the control of the Board of
           Directors, the Executive Committee, the Chairman of the Board, the
           President and a Vice Chairman, if any.

           Section 11 - General Counsel: The General Counsel, if any, shall have
           charge of all matters of a legal nature involving the Company.

           Section 12 -    Assistant Controllers,
                           Assistant Secretaries and
                           Assistant Treasurers: An Assistant Controller, an
           Assistant Secretary or an Assistant Treasurer, if any, shall, in the
           absence or inability to act or at the request of the Controller,
           Secretary or Treasurer, respectively, perform the duties of the
           Controller or Secretary or Treasurer, respectively, and shall perform
           such other duties as may from time to time be assigned by the Board
           of Directors, the Executive Committee, the Chairman of the Board, the
           President or a Vice Chairman, if any. The performance of any such
           duty shall be conclusive evidence of their right to act.

           Section 13 -    Principal Financial Officer and
                           Principal Accounting Officer: The Board of Directors
           or the Executive Committee may from time to time designate officers
           of the Company to be the Principal Financial Officer and the
           Principal Accounting Officer of the Company.

ARTICLE XI: STOCK

           Section 1 - Stock Certificates: The shares of stock of the Company
           shall be represented by certificates which shall be numbered and
           shall be entered on the stock records of the Company and registered
           as they are issued. Each certificate shall state on its face that the
           Company is formed under the laws of Michigan, the name of the person
           or persons to whom issued, the number and class of shares and the
           designation of the series the certificate represents, and the par
           value of each share represented by the certificate; shall be signed
           by the Chairman of the Board or a Vice Chairman or the President or
           one of the Vice Presidents and also may be signed by the Treasurer or
           an Assistant Treasurer or the Secretary or an Assistant Secretary;
           and shall be sealed with the seal of the Company or a facsimile
           thereof. When such certificates are countersigned by a transfer agent
           or registered by a registrar, the signatures of any such Chairman of
           the Board, Vice Chairman, President, Vice President, Treasurer,
           Assistant Treasurer, Secretary or Assistant Secretary may be
           facsimiles. In case any officer, who shall have signed or whose
           facsimile signature shall have been placed on any such certificate,
           shall cease to be such officer of the Company before such certificate
           shall have been issued by the Company, such certificate may
           nevertheless be issued by the Company with the same effect as if the
           person, who signed


<PAGE>
                                                                               9


           such certificate or whose facsimile signature shall have been placed
           thereon, were such officer of the Company at the date of issue.

                    Each certificate shall set forth on its face or back or
           state that the Company will furnish to a shareholder upon request and
           without charge a full statement of the designations, relative rights,
           preferences and limitations of the shares of stock of each class
           authorized to be issued and of each series so far as the same have
           been prescribed and the authority of the Board of Directors to
           designate and prescribe the relative rights, preferences and
           limitations of other series.

           Section 2 - Stock Records: The shares of stock of the Company shall
           be transferable on the stock records of the Company in person or by
           proxy duly authorized and upon surrender and cancellation of the old
           certificates therefor.

                    The Board of Directors may fix a date preceding the date
           fixed for any meeting of the shareholders or any dividend payment
           date or the date for the allotment of rights or the date when any
           change, conversion or exchange of stock shall go into effect or the
           date for any other action, as the record date for the determination
           of the shareholders entitled to notice of and to vote at such meeting
           or to receive payment of such dividend or to receive such allotment
           of rights or to exercise such rights in respect of any such change,
           conversion or exchange of stock or to take such other action, as the
           case may be, notwithstanding any transfer of shares on the records of
           the Company or otherwise after any such record date fixed as
           aforesaid. The record date so fixed by the Board shall not be more
           than sixty (60) nor less than ten (10) days before the date of the
           meeting of the shareholders, nor more than sixty (60) days before any
           other action. If the Board of Directors does not fix a date of
           record, as aforesaid, the record date shall be as provided by law.

           Section 3 - Stock - Preferred, Class A Preferred, Preference and
           Common: The Preferred Stock, Class A Preferred Stock, Preference
           Stock and Common Stock of the Company shall consist of shares having
           a par value of $100, no par value, $1 and $10 per share,
           respectively.

                    The designations, relative rights, preferences, limitations
           and voting powers, or restrictions, or qualifications of the shares
           of Preferred Stock, Class A Preferred Stock, Preference Stock and
           Common Stock shall be as set forth in the Articles of Incorporation
           of the Company.

           Section 4 - Replacing Certificates: In case of the alleged loss,
           theft or destruction of any certificate of shares of stock and the
           submission of proper proof thereof, a new certificate may be issued
           in lieu thereof upon delivery to the Company by the owner or the
           owner's legal representative of a bond of indemnity against any claim
           that may be made against the Company on account of such alleged lost,
           stolen or destroyed certificate or such issuance of a new
           certificate.


<PAGE>
                                                                              10


ARTICLE XII: AUTHORIZED SIGNATURES

           Section 1 - Authorized Signatures: All checks, drafts and other
           negotiable instruments issued by the Company shall be made in the
           name of the Company and shall be signed manually or signed by
           facsimile signature by such one of the officers of the Company or
           such other person as the Chairman of the Board, the Vice Chairman of
           the Board, President or the Treasurer may from time to time
           designate.

ARTICLE XIII: INSURANCE

           Section 1 - Insurance: 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 XIV: AMENDMENTS OF BYLAWS

           Section 1 - Amendments, How Effected: These Bylaws may be amended or
           repealed, or new Bylaws may be adopted, either by the majority vote
           of the votes cast by the shareholders entitled to vote thereon or by
           the majority vote of the Directors then in office at any meeting of
           the Directors.





Amended and Restated
October 1, 2004

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