EXHIBIT (4)-4

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FIRST SUPPLEMENTAL INDENTURE

between

CONSUMERS POWER COMPANY

and

THE BANK OF NEW YORK

Dated as of __________, 1995

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TABLE OF CONTENTS

Page
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ARTICLE I.
DEFINITIONS

SECTION 1.1. Definition of Terms . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II.
GENERAL TERMS AND CONDITIONS OF THE NOTES

SECTION 2.1. Designation and Principal Amount . . . . . . . . . . . . . . . . . . . 3
SECTION 2.2. Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.3. Form and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.4. Global Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.5. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III.
REDEMPTION OF THE NOTES

SECTION 3.1. Special Event Redemption . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3.2. Optional Redemption by Issuer . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.3. No Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE IV.
EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1. Extension of Interest Payment Period . . . . . . . . . . . . . . . . . 7
SECTION 4.2. Notice of Extension . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE V.
EXPENSES

SECTION 5.1. Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 5.2. Payment Upon Resignation or Removal . . . . . . . . . . . . . . . . . 8

ARTICLE VI.
SUBORDINATION

SECTION 6.1. Agreement to Subordinate . . . . . . . . . . . . . . . . . . . . . . . 9

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ARTICLE VII.
COVENANT TO LIST ON EXCHANGE

SECTION 7.1. Listing on an Exchange . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE VIII.
FORM OF NOTES

SECTION 8.1. Form of Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE IX.
ORIGINAL ISSUE OF NOTES

SECTION 9.1. Original Issue of Notes . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE X.
MISCELLANEOUS

SECTION 10.1 Ratification of Indenture . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 10.2. Trustee Not Responsible for Recitals . . . . . . . . . . . . . . . . . 18
SECTION 10.3. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 10.4. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 10.5. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

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FIRST SUPPLEMENTAL INDENTURE, dated as of ____________, 1995 (the
"First Supplemental Indenture"), between Consumers Power Company, a Michigan
Corporation (the "Issuer"), and The Bank of New York, as trustee (the
"Trustee") under the Indenture dated as of ______________, 1995 between the
Issuer and the Trustee (the "Indenture").

WHEREAS, the Issuer executed and delivered the Indenture to the
Trustee to provide for the future issuance of the Issuer's Securities to be
issued from time to time in one or more series as might be determined by the
Issuer under the Indenture, in an unlimited aggregate principal amount which
may be authenticated and delivered as provided in the Indenture;

WHEREAS, Section 2.3 of the Indenture permits the terms of any
series of Securities to be established in an indenture supplemental to the
Indenture;

WHEREAS, Section 8.1(e) of the Indenture provides that a
supplemental indenture may be entered into by the Issuer and the Trustee
without the consent of any Holders of the Securities to establish the form and
terms of the Securities of any series;

WHEREAS, pursuant to the terms of the Indenture, the Issuer desires
to provide for the establishment of a new series of its Securities to be known
as its ___% Subordinated Deferrable Interest Notes due 2035 (the "Notes"), the
form and substance of such Notes and the terms, provisions and conditions
thereof to be set forth as provided in the Indenture and this First
Supplemental Indenture;

WHEREAS, Consumers Power Company Financing I, a Delaware statutory
business trust (the "Trust"), has offered to the public $100 million aggregate
liquidation amount of its ___% Trust Originated Preferred Securities (the
"Preferred Securities"), representing undivided beneficial interests in the
assets of the Trust and proposes to invest the proceeds from such offering,
together with the proceeds of the issuance and sale by the Trust to the Issuer
of $3,092,784 aggregate liquidation amount of its __ % Trust Originated Common
Securities, in $103,092,784 aggregate principal amount of the Notes; and

WHEREAS, the Issuer has requested that the Trustee execute and
deliver this First Supplemental Indenture and all requirements necessary to
make this First Supplemental Indenture a valid instrument in accordance with
its terms, and to make the Notes, when executed by the Issuer and authenticated
and delivered by the Trustee, the valid obligations of the Issuer, have been
performed, and the execution and delivery of this First Supplemental Indenture
has been duly authorized in all respects.

NOW THEREFORE, in consideration of the purchase and acceptance of
the Notes by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Notes and the terms,
provisions and conditions thereof, the Issuer covenants and agrees with the
Trustee as follows:

ARTICLE I.
DEFINITIONS

SECTION 1.1. Definition of Terms.

Unless the context otherwise requires:
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(a) a term defined in the Indenture has the same meaning when used
in this First Supplemental Indenture;

(b) a term defined anywhere in this First Supplemental Indenture
has the same meaning throughout;

(d) a reference to a Section or Article is to a Section or Article
of this First Supplemental Indenture;

(e) headings are for convenience of reference only and do not
affect interpretation;

(f) the following terms have the meanings given to them in the
Declaration: (i) Clearing Agency; (ii) Delaware Trustee; (iii) Redemption Tax
Opinion; (iv) No Recognition Opinion; (v) Preferred Security Certificate; (vi)
Property Trustee; (vii) Regular Trustees; (viii) Special Event (ix) Tax Event;
(x) Underwriting Agreement; (xi) Investment Company Event; and
(xii) Distribution;

(g) the following terms have the meanings given to them in this
Section 1.1(g):

"Additional Interest" shall have the meaning set forth in Section
2.5.

"Compounded Interest" shall have the meaning set forth in Section
4.1.

"Coupon Rate" shall have the meaning set forth in Section 2.5.

"Declaration" means the Amended and Restated Declaration of Trust of
Consumers Power Company Financing I, a Delaware statutory business trust, dated
as of ____________, 1995.

"Deferred Interest" shall have the meaning set forth in Section 4.1.

"Dissolution Event" means that, as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance
with the Declaration, and the Notes held by the Property Trustee are to be
distributed to the holders of the Trust Securities issued by the Trust pro rata
in accordance with the Declaration.

"Extended Interest Payment Period" shall have the meaning set forth
in Section 4.1.

"Global Note" shall have the meaning set forth in Section 2.4.

"Non Book-Entry Preferred Securities" shall have the meaning set
forth in Section 2.4.

"Optional Redemption Price" shall have the meaning set forth in
Section 3.2.

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ARTICLE II.
GENERAL TERMS AND CONDITIONS OF THE NOTES

SECTION 2.1. Designation and Principal Amount.

There is hereby authorized and established a series of unsecured
Securities designated the "___% Subordinated Deferrable Interest Notes due
2035", limited in aggregate principal amount to $103,092,784, (except as
contemplated in Section 2(f)(2) of the Indenture).

SECTION 2.2. Maturity.

The Maturity Date of the notes is , 2035.

SECTION 2.3. Form and Payment.

The Notes shall be issued in fully registered form without interest
coupons. Principal and interest on the Notes issued in certificated form will
be payable, the transfer of such Notes will be registrable and such Notes will
be exchangeable for Notes bearing identical terms and provisions, at the office
or agency of the Trustee in the Borough of Manhattan, the City of New York;
provided, however, that payment of interest may be made at the option of the
Issuer by check mailed to the Holder at such address as shall appear in the
Security Register or by wire transfer to an account maintained by the Holder.
Notwithstanding the foregoing, so long as the Holder of any Notes is the
Property Trustee, the payment of the principal of and interest (including
Compounded Interest and Additional Interest, if any) on such Notes held by the
Property Trustee will be made at such place and to such account as may be
designated by the Property Trustee.

SECTION 2.4. Global Note.

(a) In connection with a Dissolution Event,

(i) the Notes may be presented to the Trustee by the
Property Trustee in exchange for a global Note in an aggregate principal
amount equal to the aggregate principal amount of all outstanding Notes
(a "Global Note"), to be registered in the name of the Clearing Agency,
or its nominee, and delivered by the Trustee to the Clearing Agency for
crediting to the accounts of its participants pursuant to the
instructions of the Regular Trustees and the Clearing Agency will act as
Depository for the Notes. The Issuer upon any such presentation, shall
execute a Global Note in such aggregate principal amount and deliver the
same to the Trustee for authentication and delivery in accordance with
the Indenture and this First Supplemental Indenture. Payments on the
Notes issued as a Global Note will be made to the Depository; and

(ii) if any Preferred Securities are held in non
book-entry certificated form, the Notes may be presented to the Trustee
by the Property Trustee and any Preferred Security Certificate which
represents Preferred Securities other than Preferred Securities held by
the Clearing Agency or its nominee ("Non Book-Entry Preferred
Securities") will be deemed to represent beneficial interests in Notes
presented to the Trustee by the Property Trustee having an aggregate
principal amount equal to the aggregate liquidation amount of the Non
Book-Entry Preferred Securities until such Preferred Security
Certificates are presented to the Security Registrar for transfer or
reissuance at which time such Preferred Security Certificates will be
cancelled and a Note, registered in the name of the holder of the
Preferred Security Certificate or the transferee of the holder of such
Preferred Security

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Certificate, as the case may be, with an aggregate principal amount equal
to the aggregate liquidation amount of the Preferred Security Certificate
cancelled, will be executed by the Issuer and delivered to the Trustee
for authentication and delivery in accordance with the Indenture and this
First Supplemental Indenture.

(b) Except as provided in (c) below, a Global Note may be
transferred, in whole but not in part, only to another nominee of the
Depository, or to a successor Depository selected or approved by the Issuer or
to a nominee of such successor Depository.

(c) If at any time the Depository notifies the Issuer that it is
unwilling or unable to continue as Depository or if at any time the Depository
for such series shall no longer be registered or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, and a successor Depository for such series is not appointed by the
Issuer within 90 days after the Issuer receives such notice or becomes aware of
such condition, as the case may be, the Issuer will execute, and, subject to
Section 2.8 of the Indenture, the Trustee, upon written notice from the Issuer,
will authenticate and deliver the Notes in definitive registered form, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Note in exchange for such Global Note. In
addition, the Issuer may at any time determine that the Notes shall no longer
be represented by a Global Note. In such event the Issuer will execute, and
subject to Section 2.8 of the Indenture, the Trustee, upon receipt of an
Officers' Certificate evidencing such determination by the Issuer, will
authenticate and deliver the Notes in definitive registered form, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Note in exchange for such Global Note. Upon the exchange
of the Global Note for such Notes in definitive registered form, in authorized
denominations, the Global Note shall be cancelled by the Trustee. Such Notes
in definitive registered form issued in exchange for the Global Note shall be
registered in such names and in such authorized denominations as the
Depository, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes
to the Depository for delivery to the Persons in whose names such Notes are so
registered.

SECTION 2.5. Interest.

(a) Each Note will bear interest at the rate of ___% per annum
(the "Coupon Rate") from the original date of issuance until the principal
thereof becomes due and payable, and on any overdue principal and (to the
extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest, at the Coupon Rate, compounded quarterly,
payable (subject to the provisions of Article IV) quarterly in arrears on
December 31, March 31, June 30 and September 30 of each year (each, an
"Interest Payment Date," commencing on December 31, 1995), to the Person in
whose name such Note or any predecessor Note is registered, at the close of
business on the regular record date for such interest installment, which, in
respect of any Notes of which the Property Trustee is the Holder of a Global
Note, shall be the close of business on the Business Day next preceding that
Interest Payment Date. Notwithstanding the foregoing sentence, if the
Preferred Securities are no longer in book-entry only form or, except if the
Notes are held by the Property Trustee, the Notes are not represented by a
Global Note, the regular record date for such interest installment shall be the
fifteenth day of the month in which the applicable Interest Payment Date
occurs.

(b) The amount of interest payable for any period will be computed
on the basis of a 360-day year of twelve 30-day months. Except as provided in
the following sentence, the amount of interest payable for any period shorter
than a full quarterly period for which interest is computed, will be computed
on the basis of the actual number of days elapsed in such a 90-day period. In
the event that any date on which

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interest is payable on the Notes is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day which is
a Business Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date.

(c) If, at any time while the Property Trustee is the Holder of
any Notes, the Trust or the Property Trustee is required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States, or any other taxing authority,
then, in any case, the Issuer will pay as additional interest ("Additional
Interest") on the Notes held by the Property Trustee, such additional amounts
as shall be required so that the net amounts received and retained by the Trust
and the Property Trustee after paying such taxes, duties, assessments or other
governmental charges will be equal to the amounts the Trust and the Property
Trustee would have received had no such taxes, duties, assessments or other
governmental charges been imposed.

ARTICLE III.
REDEMPTION OF THE NOTES

SECTION 3.1. Special Event Redemption.

If (a) a Tax Event has occurred and is continuing and (i) the Issuer
has received a Redemption Tax Opinion, or (ii) the Regular Trustees shall have
been informed by tax counsel that a No Recognition Opinion cannot be delivered
to the Trust; or (b) an Investment Company Event has occurred and is
continuing, then, notwithstanding Section 3.2(a) but subject to Section 3.2(b)
and Article Eleven of the Indenture, the Issuer shall have the right upon not
less than 30 days' nor more than 60 days notice to the Holders of the Notes to
redeem the Notes, in whole or in part, for cash within 90 days following the
occurrence of such Tax Event (the "90 Day Period") at a redemption price equal
to 100% of the principal amount to be redeemed plus any accrued and unpaid
interest thereon to the date of such redemption (the "Redemption Price"),
provided that if at the time there is available to the Issuer or the Trust the
opportunity to eliminate, within the 90 Day Period, the Tax Event by taking
some ministerial action ("Ministerial Action"), such as filing a form or making
an election, or pursuing some other similar reasonable measure which has no
adverse effect on the Issuer, the Trust or the Holders of the Trust Securities
issued by the Trust, the Issuer shall pursue such Ministerial Action in lieu of
redemption, and, provided, further, that the Issuer shall have no right to
redeem the Notes while the Trust is pursuing any Ministerial Action pursuant to
its obligations under the Declaration. The Redemption Price shall be paid
prior to 12:00 noon, New York time, on the date of such redemption or such
earlier time as the Issuer determines, and the Issuer shall deposit with the
Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New
York time, on the date such Redemption Price is to be paid.

SECTION 3.2. Optional Redemption by Issuer.

(a) Subject to the provisions of Section 3.2(b) and to the
provisions of Article Eleven of the Indenture, the Issuer shall have the right
to redeem the Notes, in whole or in part, from time to time, on or after
December 31, 2000, at a redemption price equal to 100% of the principal amount
to be redeemed plus any accrued and unpaid interest thereon to the date of such
redemption (the "Optional Redemption Price"). Any redemption pursuant

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to this paragraph will be made upon not less than 30 days nor more than 60
days' notice to the Holder of the Notes, at the Optional Redemption Price. If
the Notes are only partially redeemed pursuant to this Section 3.2, the Notes
will be redeemed on a pro rata basis providing that if at the time of
redemption the Notes are registered as a Global Note, the Depository shall
determine, in accordance with its procedures, the principal amount of such
Notes held by each Holder of Notes to be redeemed. The Optional Redemption
Price shall be paid prior to 12:00 noon, New York time, on the date of such
redemption or at such earlier time as the Issuer determines and the
Issuer shall deposit with the Trustee an amount sufficient to pay the Optional
Redemption Price by 10:00 a.m., New York time, on the date such Optional
Redemption Price is to be paid.

(b) If a partial redemption of the Notes would result in the
delisting of the Preferred Securities from any national securities exchange or
other organization on which the Preferred Securities are then listed, the
Issuer shall not be permitted to effect such partial redemption and may only
redeem the Notes in whole.

SECTION 3.3. No Sinking Fund.

The Notes are not entitled to the benefit of any sinking fund.

ARTICLE IV.
EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1. Extension of Interest Payment Period.

The Issuer shall have the right, at any time and from time to time
during the term of the Notes, to defer payments of interest by extending the
interest payment period of such Notes for a period not exceeding 20 consecutive
quarters (the "Extended Interest Payment Period"), during which Extended
Interest Payment Period no interest shall be due and payable; provided that no
Extended Interest Payment Period may extend beyond the Maturity Date. To the
extent permitted by applicable law, interest, the payment of which has been
deferred because of the extension of the interest payment period pursuant to
this Section 4.1, will bear interest thereon at the Coupon Rate compounded
quarterly for each quarter of the Extended Interest Payment Period ("Compounded
Interest"). At the end of the Extended Interest Payment Period, the Issuer
shall pay all interest accrued and unpaid on the Notes, including any
Additional Interest and Compounded Interest (together, "Deferred Interest")
that shall be payable to the Holders of the Notes in whose names the Notes are
registered in the Security Register on the first record date after the end of
the Extended Interest Payment Period. Prior to the termination of any Extended
Interest Payment Period, the Issuer may further extend such period, provided
that such period together with all such further extensions thereof shall not
exceed 20 consecutive quarters. Upon the termination of any Extended Interest
Payment Period and upon the payment of all Deferred Interest then due, the
Issuer may commence a new Extended Interest Payment Period, subject to the
foregoing requirements. No interest shall be due and payable during an
Extended Interest Payment Period, except at the end thereof, but the Issuer may
prepay at any time all or any portion of the interest accrued during an
Extended Interest Payment Period.

The limitations set forth in Section 3.5 of the Indenture shall
apply during any Extended Interest Payment Period.

SECTION 4.2. Notice of Extension.

(a) If the Property Trustee is the only registered Holder of the
Notes at the time the Issuer elects an Extended Interest Payment Period, the
Issuer shall give written notice to the Regular Trustees, the Property Trustee
and the Trustee of its election of such Extended Interest Payment Period one
Business

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Day before the earlier of (i) the next succeeding date on which Distributions
on the Trust Securities issued by the Trust are payable, or (ii) the date the
Trust is required to give notice of the record date, or the date such
Distributions are payable, to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of the Preferred Securities, but in
any event at least one Business Day before such record date.

(b) If the Property Trustee is not the only Holder of the Notes at
the time the Issuer elects an Extended Interest Payment Period, the Issuer
shall give the Holders of the Notes and the Trustee written notice of its
election of such Extended Interest Payment Period ten Business Days before the
earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the
Issuer is required to give notice of the record or payment date of such
interest payment to the New York Stock Exchange or other applicable
self-regulatory organization or to Holders of the Notes.

(c) The quarter in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 4.2 shall be counted as one of the 20
quarters permitted in the maximum Extended Interest Payment Period permitted
under Section 4.1.

ARTICLE V.
EXPENSES

SECTION 5.1. Payment of Expenses.

In connection with the offering, sale and issuance of the Notes to
the Property Trustee and in connection with the sale of the Trust Securities by
the Trust, the Issuer, in its capacity as borrower with respect to the Notes,
shall:

(a) pay all costs and expenses relating to the offering, sale and
issuance of the Notes, including commissions to the underwriters payable
pursuant to the Underwriting Agreement and the Pricing Agreement compensation
of the Trustee under the Indenture in accordance with the provisions of
Section 6.6 of the Indenture;

(b) pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the Trust, the
offering, sale and issuance of the Trust Securities (including commissions to
the underwriters in connection therewith), the fees and expenses of the
Property Trustee and the Delaware Trustee, the costs and expenses relating to
the operation of the Trust, including without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in connection with
the acquisition, financing, and disposition of Trust assets);

(d) pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs and
expenses with respect to such taxes of the Trust.

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SECTION 5.2. Payment Upon Resignation or Removal.

Upon termination of this First Supplemental Indenture or the
Indenture or the removal or resignation of the Trustee pursuant to Section 6.10
of the Indenture, the Issuer shall pay to the Trustee all amounts accrued to
the date of such termination, removal or resignation. Upon termination of the
Declaration or the removal or resignation of the Delaware Trustee or the
Property Trustee, as the case may be, pursuant to Section 5.6 of the
Declaration, the Issuer shall pay to the Delaware Trustee or the Property
Trustee, as the case may be, all amounts accrued to the date of such
termination, removal or resignation.

ARTICLE VI.
SUBORDINATION

SECTION 6.1. Agreement to Subordinate.

The Issuer covenants and agrees, and each Holder of Notes issued
hereunder, by such Holder's acceptance thereof likewise covenants and agrees,
that pursuant to Section 2.3(f)(11) of the Indenture all Notes shall be issued
as Subordinated Securities subject to the provisions of Article Twelve of the
Indenture and this Article VI; and each Holder of a Note by its acceptance
thereof, accepts and agrees to be bound by such provisions.

ARTICLE VII.
COVENANT TO LIST ON EXCHANGE

SECTION 7.1. Listing on an Exchange.

In connection with the distribution of the Notes to the holders of
the Preferred Securities upon a Dissolution Event, the Issuer will use its best
efforts to list such Notes on the New York Stock Exchange or on such other
exchange as the Preferred Securities are then listed.

ARTICLE VIII.
FORM OF NOTES

SECTION 8.1. Form of Note.

The Notes and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms and the Notes
shall have such additional terms as may be set forth in such form:

(FORM OF FACE OF NOTE)

[IF THE NOTE IS TO BE A GLOBAL NOTES, INSERT - This Note is a Global
Note within the meaning of the Indenture hereinafter referred to and is
registered in the name of a Depository or a nominee of a Depository. This Note
is exchangeable for Notes registered in the name of a person other than the
Depository or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Note (other than a transfer of this Note as
a whole by the Depository to a nominee of the Depository

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or by a nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.

Unless this Note is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any Note
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.]

No. $

CUSIP NO.

CONSUMERS POWER COMPANY

___% SUBORDINATED DEFERRABLE INTEREST NOTES
DUE 2035

Consumers Power Company, a Michigan corporation (the "Issuer", which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ______________, or
registered assigns, the principal sum of _____________ Dollars ($___________)
on _________, ____, and to pay interest on said principal sum from ___________,
1995, or from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly provided for,
quarterly (subject to deferral as set forth herein) in arrears on December 31,
March 31, June 30 and September 30 of each year commencing ________________,
at the rate of ___% per annum until the principal hereof shall have become due
and payable, and on any overdue principal and premium, if any, and (without
duplication and to the extent that payment of such interest is enforceable
under applicable law) on any overdue installment of interest at the same rate
per annum compounded quarterly. The amount of interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Note
is not a Business Day, then payment of interest payable on such date will be
made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date. The interest installment so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this Note (or
one or more Predecessor Securities, as defined in said Indenture) is registered
at the close of business on the regular record date for such interest
installment, which shall be the close of business on the business day next
preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE
INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall
be the close of business on the 15th day of the month in which such
Interest Payment Date occurs.] If and to the extent the Company shall default
in the payment of the interest due on such Interest Payment Date, interest
shall be paid to this Note which is registered at the close of business on a
subsequent record date (which shall not be less than five Business Days prior
to the date of payment of such defaulted interest) established by notice given
by mail by or on behalf of the Company to the Holders of this Note not less
than 15 days preceding such subsequent Record Date. The principal of (and
premium, if any) and the interest on this Note shall

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be payable at the office or agency of the Trustee in the Borough of Manhattan,
the City of New York maintained for that purpose in any coin or currency of the
United States of America that at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment of
interest may be made at the option of the Issuer by check mailed to the
registered Holder at such address as shall appear in the Security Register or
by wire transfer to an account maintained by the Holder. Notwithstanding the
foregoing, so long as the Holder of this Note is the Property Trustee, the
payment of the principal of (and premium, if any) and interest on this Note
will be made at such place and to such account as may be designated by the
Property Trustee.

The indebtedness evidenced by this Note is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness, and this Note is issued subject to
the provisions of the Indenture with respect thereto. Each Holder of this
Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each Holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder
of Senior Indebtedness, whether now outstanding or hereafter incurred, and
waives reliance by each such holder upon said provisions.

This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by or on behalf
of the Trustee.

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

IN WITNESS WHEREOF, the Issuer has caused this instrument to be
executed.

Dated

Consumers Power Company

By:
Name:
Title

Attest:

By:
Name:
Title:

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(FORM OF CERTIFICATE OF AUTHENTICATION)

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series of Securities described
in the within-mentioned Indenture.

- ---------------
as Trustee

By
Authorized Officer

(FORM OF REVERSE OF NOTE)

This Note is one of a duly authorized series of Securities of the
Issuer (herein sometimes referred to as the "Notes"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of _______, 1995, duly executed and delivered between
the Issuer and The Bank of New York, as Trustee (the "Trustee"), as
supplemented by the First Supplemented Indenture dated as of _______, 1995,
between the Issuer and the Trustee (the Indenture as so supplemented, the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Issuer and the Holders of the Notes. By the terms of the Indenture, the Notes
are issuable in series that may vary as to amount, date of maturity, rate of
interest and in other respects as provided in the Indenture. This series of
Notes is limited in aggregate principal amount as specified in said First
Supplemental Indenture.

The Issuer shall have the right to redeem this Note at the option of
the Issuer, without premium or penalty, in whole or in part at any time on or
after ____________, 2000, or at any time in certain circumstances upon the
occurrence of a Special Event, at a redemption price equal to 100% of the
principal amount plus any accrued but unpaid interest, to the date of
such redemption. Any redemption pursuant to this paragraph will be made upon
not less than 30 days nor more than 60 days' notice. If the Notes are only
partially redeemed by the Issuer pursuant to an Optional Redemption, the Notes
will be redeemed pro rata.

In the event of redemption of this Note in part only, a new Note or
Notes of this series for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with
the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes and other Indenture securities of each
series affected at the time Outstanding and affected (voting as one class), as
defined in the Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying in

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any manner the rights of the Holders of the Notes; provided, however, that the
Company and the Trustee may not, without the consent of the Holder of each Note
then Outstanding and affected thereby: (a) change the time of payment of the
principal (or any installment) of any Note, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or impair the right to institute suit for the enforcement of any payment on any
Note when due or (b) reduce the percentage in principal amount of the Notes,
the consent of whose Holders is required for any such modification or for any
waiver provided for in the Indenture. The Indenture also contains provisions
providing that prior to the acceleration of the maturity of any Note or other
securities outstanding under the Indenture, the Holders of a majority in
aggregate principal amount of Notes of and other Securities Outstanding under
the Indenture with respect to which a default or/an Event of Default shall have
occurred and be continuing (voting as one class) may on behalf of the Holders
of all such affected Securities (including the Notes) waive any past default
and its consequences, except a default or an Event of Default in respect of a
covenant or provision of the Indenture or of any Note or other Security which
cannot be modified or amended without the consent of the Holder of each Note or
other Security affected. Any such consent or waiver by the registered Holder
of this Note (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners of this
Note and of any Note issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.

The Issuer shall have the right at any time during the term of the
Notes and from time to time to extend the interest payment period of such Notes
for up to 20 consecutive quarters (an "Extended Interest Payment Period"), at
the end of which period the Issuer shall pay all interest then accrued and
unpaid (together with interest thereon at the rate specified for the Notes to
the extent that payment of such interest is enforceable under applicable law).
Before the termination of any such Extended Interest Payment Period, the Issuer
may further extend such Extended Interest Payment Period, provided that such
Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 20 consecutive quarters. At the termination of any
such Extended Interest Payment Period and upon the payment of all accrued and
unpaid interest and any additional amounts then due, the Issuer may commence a
new Extended Interest Payment Period.

As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable by the registered Holder hereof on
the Security Register of the Issuer, upon surrender of this Note for
registration of transfer at the office or agency of the Trustee in the City and
State of New York accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuer or the Trustee duly executed by the
registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such
transfer, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Note,
the Issuer, the Trustee, any paying agent and the Security Registrar may deem
and treat the registered holder hereof as the absolute owner hereof (whether or
not this Note shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of

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or on account of the principal hereof and premium, if any, and interest due
hereon and for all other purposes, and neither the Issuer nor the Trustee nor
any paying agent nor any Security Registrar shall be affected by any notice to
the contrary.

No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Issuer or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issuance hereof, expressly waived and
released.

Notes of this series are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations herein and therein set
forth, Notes of this series so issued are exchangeable for a like aggregate
principal amount of Notes of this series in authorized denominations, as
requested by the Holder surrendering the same.

All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

ARTICLE IX.
ORIGINAL ISSUE OF NOTES

SECTION 9.1. Original Issue of Notes.

Notes in the aggregate principal amount of $103,092,784 may, upon
execution of this First Supplemental Indenture, be executed by the Issuer and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Issuer,
in accordance with Section 2.4 of the Indenture.

ARTICLE X.
MISCELLANEOUS

SECTION 10.1 Ratification of Indenture.

The Indenture, as supplemented by this First Supplemental Indenture,
is in all respects ratified and confirmed, and this First Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent
herein and therein provided.

SECTION 10.2. Trustee Not Responsible for Recitals.

The recitals herein contained are made by the Issuer and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
First Supplemental Indenture.

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SECTION 10.3. Governing Law.

This First Supplemental Indenture and each Note shall be deemed to
be a contract made under the laws of the State of Michigan, and for all
purposes shall be construed in accordance with the laws of said State,
provided, however, that the rights, duties and obligations of the Trustee are
governed and construed in accordance with the laws of the State of New York.

SECTION 10.4. Separability.

In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this First
Supplemental Indenture or of the Notes, but this First Supplemental Indenture
and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.

SECTION 10.5. Counterparts.

This First Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, on the date or dates indicated in
the acknowledgements and as of the day and year first above written.

Consumers Power Company

By
Name:
Title:

[Seal]
Attest:

By:
----------------------

[Name of Debt Trustee]
as Trustee

By
Name:
Title:

Attest:

By:
--------------------