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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, 1995
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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(1)-(2) - Not applicable.
(3)(a) (CMS ONLY) - Restated Articles of Incorporation of
CMS Energy Corporation. (Designated in
CMS Energy Corporation's Form S-4 dated
June 6, 1995, File No. 33-60007, as
Exhibit (3)(i).)
(3)(b) (CMS ONLY) - Copy of the By-Laws of CMS Energy
Corporation (Designated in CMS Energy
Corporation's Form 10-K for the year ended
December 31, 1994, File No. 1-9513, as
Exhibit 3(b).)
(3)(c) - Restated Articles of Incorporation of
Consumers Power Company. (Designated in
Consumers Power Company's Form 10-K for
the year ended December 31, 1994, File No.
1-5611, as Exhibit 3(c).)
(3)(d) - Copy of By-Laws of Consumers Power
Company. (Designated in Consumers Power
Company's Form 10-K for the year ended
December 31, 1994, File No. 1-5611, as
Exhibit 3(d).)
(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 ofFile ReferenceExhibit
----------------------------------------
65th 02/15/88 Form 8-K dated
Feb 18, 1988
File No 1-5611 (4)
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) - Indenture dated as of January 1, 1996
between Consumers Power Company and The
Bank of New York, as Trustee.
First Supplemental Indenture dated as of
January 18, 1996 between Consumers Power
Company and The Bank of New York, as
Trustee.
(4)(c) (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)(d) (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 November 21,
1995, among CMS Energy Corporation, the
Banks, the Co-Agents, the Documentation
Agent, the Operational Agent and the Co-
Managers, all as defined therein, and the
Exhibits thereto. (Designated in CMS
Energy's Form S-4 Registration Statement
filed January 12, 1996, File No. 33-60007,
as Exhibit 4(ii).)
(10)(b) (CMS ONLY) - Term Loan Agreement dated as of November
21, 1995, among CMS Energy Corporation,
the Banks, the Co-Agents, the
Documentation Agent, the Operational Agent
and the Co-Managers, all as defined
therein, and the Exhibits thereto.
(Designated in CMS Energy's Form S-4
Registration Statement filed January 12,
1996, File No. 33-60007, as Exhibit
4(ii)(A).)
(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 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) (CMS ONLY) - Employment Agreement dated January 12,
1996 between CMS Energy Corporation and
Rodger A. Kershner.
(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 S-8
Registration Statement filed August 4,
1995, File No. 33-61595, as
Exhibit (4)(d).)
(10)(m) - 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)(n) - CMS Energy Corporation and Consumers Power
Company Annual Executive Incentive
Compensation Plan effective January 1,
1986, as amended January 1995.
(10)(o) - 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)(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)(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
(99) - CMS Energy: Consumers Gas Group Financials
** 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.