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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, 1994
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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
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(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
------------------- ---------------- -------
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).)
(4)(c) (CMS ONLY) - Indenture between CMS Energy Corporation and Chase
Manhattan Bank (National Association), as Trustee,
dated as of January 15, 1994. (Designated in
CMS Energy's Form 8-K dated March 29, 1994, File
No. 1-9513, as Exhibit (4a).)
First Supplemental Indenture dated as of
January 20, 1994 between CMS Energy Corporation and
Chase Manhattan Bank (National Association), as
Trustee. (Designated in CMS Energy's Form 8-K
dated March 29, 1994, File No. 1-9513, as
Exhibit (4b).)
(5)-(9) - Not applicable.
(10)(a) (CMS ONLY) - Credit Agreement dated as of July 29, 1994, among
CMS Energy Corporation, the Banks, the Co-Agents,
the Documentation Agent and the Operational Agent,
all as defined therein, and the Exhibits thereto.
(Designated in CMS Energy Corporation's Form 10-Q
for the quarter ended June 30, 1994, File
No. 1-9513, as Exhibit (4).)
(10)(b) - 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)(c) - 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)(d) - 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)(e) - 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)(f) - 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)(g) - 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)(h) - Employment Agreement dated March 25, 1992 between
Consumers Power Company, CMS Energy Corporation 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)(i) - 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)(j) - 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)(k) - 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)(l) - CMS Deferred Salary Savings Plan effective
January 1, 1994. (Designated in CMS Energy
Corporation's Form 10-K for the year ended
December 31, 1993, File No. 1-9513, as
Exhibit (10)(m).)
(10)(m) - Consumers Power Company's Executive Incentive
Compensation Plan effective February 1993, as
amended March 1994. (Designated in Consumers Power
Company's Form 10-K for the year ended December 31,
1993, File No. 1-5611, as Exhibit (10)(n).)
(10)(n) - Consumers Power Company's Supplemental Executive
Retirement Plan effective November 1, 1990.
(Designated in Consumers Power Company's Form 10-K
for the year ended December 31, 1993, File
No. 1-5611, as Exhibit (10)(o).)
(10)(o) - 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)(p) - 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)(q) - 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)(r) - 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)(s) - 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)(t) - 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)(u) - 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)(v) - 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)(w) - 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)(x) - 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)(y) - 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)(z) - 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)(aa) - 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)(bb) - 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)(a) - Power of Attorney for CMS Energy Corporation.
(24)(b) - Power of Attorney for Consumers Power Company.
(25)-(26) - Not applicable.
(27)(a) - Financial Data Schedule UT for CMS Energy
Corporation.
(27)(b) - Financial Data Schedule UT for Consumers Power
Company.
(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.