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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CMS ENERGY CORPORATION
AND
CONSUMERS POWER COMPANY
FORM 10-K
EXHIBITS
FOR FISCAL YEAR ENDED DECEMBER 31, 1993
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The following exhibits are applicable to CMS Energy and Consumers except
where otherwise indicated "CMS ONLY":
CMS Energy
and Consumers
Exhibit Numbers
- ---------------
(1)-(2) - Not applicable.
(3)(a) (CMS ONLY) - Articles of Incorporation of CMS Energy
Corporation, as Amended. (Designated in CMS
Energy Corporation's Form S-8 dated
June 30, 1989, File No 1-9513, as Exhibit
(4).)
(3)(b) (CMS ONLY) - Copy of the By-Laws of CMS Energy Corporation.
(3)(c) - Restated Articles of Incorporation of
Consumers Power Company.
(3)(d) - Copy of By-Laws of Consumers Power Company.
(4)(a) - Composite Working Copy of Indenture dated as
of September 1, 1945, between Consumers Power
Company and Chemical Bank (successor to
Manufacturers Hanover Trust Company), as
Trustee, including therein indentures
supplemental thereto through the Forty-third
Supplemental Indenture dated as of May 1,
1979. (Designated in Consumers Power
Company's Registration No 2-65973 as
Exhibit (b)(1)-4.)
Indentures Supplemental thereto:
Consumers
Power Company
Sup Ind/Dated as of File Reference Exhibit
------------------- ---------------- -------
44th 11/15/79 Reg No 2-65973 (b)(1)-7
45th 01/15/80 Reg No 2-68900 (b)(1)-5
46th 01/15/80 Reg No 2-69704 (4)(b)
47th 06/15/80 Form 10-K for
year end Dec 31,
1980, File
No 1-5611 (4)(b)
48th 03/15/81 Reg No 2-73741 (4)(b)
49th 11/01/81 Reg No 2-75542 (4)(b)
50th 03/01/82 Form 10-K for
year end Dec 31,
1981, File
No 1-5611 (4)(b)
51st 08/10/82 Reg No 2-78842 (4)(f)
52nd 08/31/82 Reg No 2-79390 (4)(f)
53rd 12/01/82 Reg No 2-81077 (4)(f)
54th 05/01/83 Reg No 2-84172 (4)(e)
55th 09/15/83 Reg No 2-86751 (4)(e)
56th 10/15/83 Reg No 2-87735 (4)(e)
57th 03/01/84 Reg No 2-89215 (4)(e)
58th 07/16/84 Form 10-Q for
quarter ended
June 30, 1984,
File No 1-5611 (4)(f)
59th 10/01/84 Reg No 2-93438 (4)(c)
60th 06/01/85 Form 10-Q for
quarter ended
June 30, 1985,
File No 1-5611 (4)(f)
61st 10/15/86 Reg No 33-9732 (4)(e)
63rd 04/15/87 Form 10-Q for
quarter ended
June 30, 1987
File No 1-5611 (4)(f)
64th 06/15/87 Form 10-Q for
quarter ended
June 30, 1987
File No 1-5611 (4)(g)
65th 02/15/88 Form 8-K dated
Feb 18, 1988
File No 1-5611 (4)
66th 04/15/88 Form 10-Q for
quarter ended
March 31, 1988
File No 1-5611 (4)(d)
67th 11/15/89 Reg No 33-31866 (4)(d)
68th 06/15/93 Reg No 33-41126 (4)(c)
69th 09/15/93 Form 8-K dated
September 21,
1993 File No
1-5611 (4)
(4)(b) (CMS ONLY) - Indenture between CMS Energy Corporation and
NBD Bank, National Association, as Trustee.
(Designated in CMS Energy's Form S-3
Registration Statement filed May 1, 1992, File
No. 33-47629, as Exhibit (4)(a).)
First Supplemental Indenture dated as of
October 1, 1992 between CMS Energy Corporation
and NBD Bank, National Association, as
Trustee. (Designated in CMS Energy's Form 8-K
dated October 1, 1992, File No. 1-9513, as
Exhibit (4).)
Second Supplemental Indenture dated as of
October 1, 1992 between CMS Energy Corporation
and NBD Bank, National Association, as
Trustee. (Designated in CMS Energy's Form 8-K
dated October 1, 1992, File No. 1-9513, as
Exhibit (4).)
(5)-(9) - Not applicable.
(10)(a) - Credit Agreement dated as of May 1, 1989 among
Consumers Power Company, the Co-Managers, as
defined therein, the Banks, as defined
therein, the Lenders, as defined therein, and
Citibank, NA, as Agent, and the Exhibits
thereto. (Designated in Consumers Power
Company's Form 10-Q for the quarter ended
March 31, 1989, File No 1-5611, as
Exhibit (19).)
Letter amendment dated as of December 11,
1991. (Designated in Consumers Power
Company's Form 10-K for the year ended
December 30, 1991, File No. 1-5611, as Exhibit
(3)(d).)
(10)(b) (CMS ONLY) - Amended and Restated Credit Agreement dated as
of November 30, 1992 as Amended and Restated
as of October 15, 1993, among CMS Energy
Corporation, the Banks, the Co-Agents, the
Documentation Agent and the Operational Agent,
all as defined therein, and the Exhibits
thereto.
(10)(c) - Employment Agreement dated as of August 1,
1990 among Consumers Power Company, CMS Energy
Corporation and William T. McCormick, Jr.
(Designated in CMS Energy Corporation's Form
10-K for the year ended December 31, 1990,
File No 1-9513, as Exhibit (10)(c).)
(10)(d) - Employment contract effective as of March 1,
1987 among CMS Energy Corporation, Consumers
Power Company and S. Kinnie Smith, Jr.
(Designated in Consumers Power Company's
Form 10-K for the year ended December 31,
1987, File No 1-5611, as Exhibit (10)(g).)
(10)(e) - Employment Agreement effective as of June 15,
1988 among Consumers Power Company, CMS Energy
Corporation and Victor J. Fryling.
(Designated in Consumers Power Company's
Form 10-K for the year ended December 31,
1988, File No 1-5611, as Exhibit (10)(i).)
(10)(f) - Employment Agreement dated May 26, 1989
between Consumers Power Company and Michael G.
Morris. (Designated in Consumers Power
Company's Form 10-K for the year ended
December 31, 1990, File No 1-5611, as
Exhibit (10)(f).)
(10)(g) - Employment Agreement dated May 26, 1989
between Consumers Power Company and David A.
Mikelonis. (Designated in Consumers Power
Company's Form 10-K for the year ended
December 31, 1991, File No. 1-5611, as Exhibit
10(h).)
(10)(h) - Employment Agreement dated May 26, 1989 among
Consumers Power Company, CMS Energy
Corporation and John W. Clark. (Designated in
CMS Energy Corporation's Form 10-K for the
year ended December 31, 1990, File No 1-9513,
as Exhibit (10)(f).)
(10)(i) - Employment Agreement dated March 25, 1992
between Consumers Power Company and Alan M.
Wright. (Designated in Consumers Power
Company's Form 10-K for the year ended
December 31, 1992, File No. 1-5611, as Exhibit
10(j).)
(10)(j) - Employment Agreement dated March 25, 1992
between Consumers Power Company and Paul A.
Elbert. (Designated in Consumers Power
Company's Form 10-K for the year ended
December 31, 1992, File No. 1-5611, as Exhibit
10(k).)
(10)(k) - Consumers Power Company's Executive Stock
Option and Stock Appreciation Rights Plan
effective December 1, 1989. (Designated in
Consumers Power Company's Form 10-K for the
year ended December 31, 1990, File No 1-5611,
as Exhibit (10)(g).)
(10)(l) - CMS Energy Corporation's Performance Incentive
Stock Plan effective as of December 1, 1989.
(Designated in CMS Energy Corporation's
Form 10-K for the year ended December 31,
1990, File No 1-9513, as Exhibit (10)(h).)
(10)(m) - CMS Deferred Salary Savings Plan effective
January 1, 1994.
(10)(n) - Consumers Power Company's Annual Executive
Incentive Compensation Plan effective February
1993, as amended March 1994.
(10)(o) - Consumers Power Company's Supplemental
Executive Retirement Plan effective
November 1, 1990.
(10)(p) - Senior Trust Indenture, Leasehold Mortgage and
Security Agreement dated as of June 1, 1990
between The Connecticut National Bank and
United States Trust Company of New York.
(Designated in Midland Cogeneration Venture
Limited Partnership's Form S-1 filed November
23, 1990, File No 33-37977, as Exhibit 4.1.)
Indenture Supplemental thereto:
Supplement No. 1 dated as of June 1, 1990.
(Designated in Midland Cogeneration Venture
Limited Partnership's Form S-1 filed November
23, 1990, File No 33-37977, as Exhibit 4.2.)
(10)(q) - Collateral Trust Indenture dated as of June 1,
1990 among Midland Funding Corporation I,
Midland Cogeneration Venture Limited
Partnership and United States Trust Company of
New York, Trustee. (Designated in CMS Energy
Corporation's Form 10-Q for the quarter ended
June 30, 1990, File No 1-9513, as
Exhibit (28)(b).)
Indenture Supplemental thereto:
Supplement No 1 dated as of June 1, 1990.
(Designated in Midland Cogeneration Venture
Limited Partnership's Form S-1 filed
November 23, 1990, File No 33-37977, as
Exhibit 4.4.)
(10)(r) - Amended and Restated Investor Partner Tax
Indemnification Agreement dated as of June 1,
1990 among Investor Partners, CMS Midland
Holdings Corporation as Indemnitor and CMS
Energy Corporation as Guarantor. (Designated
in CMS Energy Corporation's Form 10-K for the
year ended December 31, 1990, File No 1-9513,
as Exhibit (10)(v).)
(10)(s) - Environmental Agreement dated as of June 1,
1990 made by CMS Energy Corporation to The
Connecticut National Bank and Others.
(Designated in CMS Energy Corporation's Form
10-K for the year ended December 31, 1990,
File No 1-9513, as Exhibit (10)(y) and
Form 10-Q for the quarter ended September 30,
1991, File No 1-9513, as Exhibit (19)(d).)**
(10)(t) - Indemnity Agreement dated as of June 1, 1990
made by CMS Energy Corporation to Midland
Cogeneration Venture Limited Partnership.
(Designated in CMS Energy Corporation's
Form 10-K for the year ended December 31,
1990, File No 1-9513, as Exhibit (10)(z).)**
(10)(u) - Environmental Agreement dated as of June 1,
1990 made by CMS Energy Corporation to United
States Trust Company of New York, Meridian
Trust Company, each Subordinated Collateral
Trust Trustee and Holders from time to time of
Senior Bonds and Subordinated Bonds and
Participants from time to time in Senior Bonds
and Subordinated Bonds. (Designated in CMS
Energy Corporation's Form 10-K for the year
ended December 31, 1990, File No 1-9513, as
Exhibit (10)(aa).)**
(10)(v) - Amended and Restated Participation Agreement
dated as of June 1, 1990 among Midland
Cogeneration Venture Limited Partnership,
Owner Participant, The Connecticut National
Bank, United States Trust Company, Meridian
Trust Company, Midland Funding Corporation I,
Midland Funding Corporation II, MEC
Development Corporation and Institutional
Senior Bond Purchasers. (Designated in
Midland Cogeneration Venture Limited
Partnership's Form S-1 filed November 23,
1990, File No 33-37977, as Exhibit 4.13.)
Amendment No 1 dated as of July 1, 1991.
(Designated in Consumers Power Company's Form
10-K for the year ended December 31, 1991,
File No. 1-5611, as Exhibit (10)(w).)
(10)(w) - Power Purchase Agreement dated as of July 17,
1986 between Midland Cogeneration Venture
Limited Partnership and Consumers Power
Company. (Designated in Midland Cogeneration
Venture Limited Partnership's Form S-1 filed
November 23, 1990, File No 33-37977, as
Exhibit 10.4.)
Amendments thereto:
Amendment No 1 dated September 10, 1987.
(Designated in Midland Cogeneration Venture
Limited Partnership's Form S-1 filed November
23, 1990, File No 33-37977, as Exhibit 10.5.)
Amendment No 2 dated March 18, 1988.
(Designated in Midland Cogeneration Venture
Limited Partnership's Form S-1 filed November
23, 1990, File No 33-37977, as Exhibit 10.6.)
Amendment No 3 dated August 28, 1989.
(Designated in Midland Cogeneration Venture
Limited Partnership's Form S-1 filed November
23, 1990, File No 33-37977, as Exhibit 10.7.)
Amendment No 4A dated May 25, 1989.
(Designated in Midland Cogeneration Venture
Limited Partnership's Form S-1 filed November
23, 1990, File No 33-37977, as Exhibit 10.8.)
(10)(x) - Request for Approval of Settlement Proposal to
Resolve MCV Cost Recovery Issues and Court
Remand, filed with the Michigan Public Service
Commission on July 7, 1992, MPSC Case No. U-
10127. (Designated in CMS Energy
Corporation's and Consumers Power Company's
Forms 10-K for the year ended December 31,
1991 as amended by Form 8 dated July 15, 1992
as Exhibit (28).)
(10)(y) - Settlement Proposal Filed on July 7, 1992 as
Revised on September 8, 1992 by Filing with
the Michigan Public Service Commission.
(Designated in CMS Energy Corporation's and
Consumers Power Company's Forms 8-K dated
September 8, 1992 as Exhibit (28).)
(10)(z) - Michigan Public Service Commission Order Dated
March 31, 1993, Approving with Modifications
the Settlement Proposal Filed on July 7, 1992,
as Revised on September 8, 1992. (Designated
in CMS Energy Corporation's and Consumers
Power Company's Forms 10-K for the year ended
December 31, 1992 as Exhibit (10)(cc).
(10)(aa) - Unwind Agreement dated as of December 10, 1991
by and among CMS Energy Corporation, Midland
Group, Ltd., Consumers Power Company, CMS
Midland, Inc., MEC Development Corp. and CMS
Midland Holdings Company. (Designated in
Consumers Power Company's Form 10-K for the
year ended December 31, 1991, File No. 1-5611,
as Exhibit (10)(y).)
(10)(bb) - Stipulated AGE Release Amount Payment
Agreement dated as of June 1, 1990, among CMS
Energy Corporation, Consumers Power Company
and The Dow Chemical Company. (Designated in
Consumers Power Company's Form 10-K for the
year ended December 31, 1991, File No. 1-5611,
as Exhibit (10)(z).)
(10)(cc) - Parent Guaranty dated as of June 14, 1990 from
CMS Energy Corporation to MCV, each of the
Owner Trustees, the Indenture Trustees, the
Owner Participants and the Initial Purchasers
of Senior Bonds in the MCV Sale Leaseback
transaction, and MEC Development. (Designated
in Consumers Power Company's Form 10-K for the
year ended December 31, 1991, File No. 1-5611,
as Exhibit (10)(aa).)**
(11)-(12) - Not applicable.
(13) - Not Applicable.
(14)-(20) - Not applicable.
(21)(a) (CMS ONLY) - Subsidiaries of CMS Energy Corporation.
(21)(b) - Subsidiaries of Consumers Power Company.
(22) - Not applicable.
(23) - Consents of experts and counsel.
(24) - Powers of Attorney.
(25)-(28) - Not applicable.
*Five copies of this exhibit have been signed by, or on behalf of, each of
five Owner Participants. With regard to each of the agreements, each copy
is substantially identical in all material respects except as to the
parties thereto. Therefore, pursuant to Instruction 2, Item 601(a) of
Regulation S-K, CMS Energy Corporation and Consumers Power Company are
filing a copy of only one such document.
** Obligations of only CMS Holdings and CMS Midland, second tier
subsidiaries of Consumers, and of CMS Energy but not of Consumers.
Exhibits listed above which have heretofore been filed with the Securities
and Exchange Commission pursuant to various acts administered by the
Commission, and which were designated as noted above, are hereby
incorporated herein by reference and made a part hereof with the same
effect as if filed herewith.