NINETY-SIXTH SUPPLEMENTAL INDENTURE PROVIDING AMONG OTHER THINGS FOR FIRST MORTGAGE BONDS

Indenture Agreement

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Title: NINETY-SIXTH SUPPLEMENTAL INDENTURE PROVIDING AMONG OTHER THINGS FOR FIRST MORTGAGE BONDS
Governing Law: Michigan Date: 8/20/2004

NINETY-SIXTH SUPPLEMENTAL INDENTURE PROVIDING AMONG OTHER THINGS FOR FIRST MORTGAGE BONDS, Parties: consumers energy co , jpmorgan chase bank

<PAGE>

EXHIBIT 4(a)

NINETY-SIXTH SUPPLEMENTAL INDENTURE

PROVIDING AMONG OTHER THINGS FOR

FIRST MORTGAGE BONDS,

$150,000,000 4.40% SERIES DUE 2009, SERIES K,

$150,000,000 4.40% SERIES DUE 2009, SERIES N,

$300,000,000 5.00% SERIES DUE 2012, SERIES L,

$300,000,000 5.00% SERIES DUE 2012, SERIES O,

$350,000,000 5.50% SERIES DUE 2016, SERIES M

AND

$350,000,000 5.50% SERIES DUE 2016, SERIES P

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DATED AS OF AUGUST 17, 2004

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CONSUMERS ENERGY COMPANY

JPMORGAN CHASE BANK,

TRUSTEE

Counterpart _____ of 80

<PAGE>

THIS NINETY-SIXTH SUPPLEMENTAL INDENTURE, dated as of August 17,

2004 (herein sometimes referred to as "this Supplemental Indenture"), made and

entered into by and between CONSUMERS ENERGY COMPANY, a corporation organized

and existing under the laws of the State of Michigan, with its principal

executive office and place of business at One Energy Plaza, in Jackson, Jackson

County, Michigan 49201, formerly known as Consumers Power Company (hereinafter

sometimes referred to as the "Company"), and JPMORGAN CHASE BANK, a corporation

organized and existing under the laws of the State of New York, with its

corporate trust offices at 4 New York Plaza, New York, New York 10004

(hereinafter sometimes referred to as the "Trustee"), as Trustee under the

Indenture dated as of September 1, 1945 between Consumers Power Company, a Maine

corporation (hereinafter sometimes referred to as the "Maine corporation"), and

City Bank Farmers Trust Company (Citibank, N.A., successor, hereinafter

sometimes referred to as the "Predecessor Trustee"), securing bonds issued and

to be issued as provided therein (hereinafter sometimes referred to as the

"Indenture"),

WHEREAS at the close of business on January 30, 1959, City Bank

Farmers Trust Company was converted into a national banking association under

the title "First National City Trust Company"; and

WHEREAS at the close of business on January 15, 1963, First National

City Trust Company was merged into First National City Bank; and

WHEREAS at the close of business on October 31, 1968, First National

City Bank was merged into The City Bank of New York, National Association, the

name of which was thereupon changed to First National City Bank; and

WHEREAS effective March 1, 1976, the name of First National City

Bank was changed to Citibank, N.A.; and

WHEREAS effective July 16, 1984, Manufacturers Hanover Trust Company

succeeded Citibank, N.A. as Trustee under the Indenture; and

WHEREAS effective June 19, 1992, Chemical Bank succeeded by merger

to Manufacturers Hanover Trust Company as Trustee under the Indenture; and

WHEREAS effective July 15, 1996, The Chase Manhattan Bank (National

Association), merged with and into Chemical Bank which thereafter was renamed

The Chase Manhattan Bank; and

WHEREAS effective November 11, 2001, The Chase Manhattan Bank merged

with Morgan Guaranty Trust Company of New York and the surviving corporation was

renamed JPMorgan Chase Bank; and

WHEREAS the Indenture was executed and delivered for the purpose of

securing such bonds as may from time to time be issued under and in accordance

with the terms of the Indenture, the aggregate principal amount of bonds to be

secured thereby being limited to $5,000,000,000 at any one time outstanding

(except as provided in Section 2.01 of the Indenture), and the Indenture

describes and sets forth the property conveyed thereby and is filed in the

Office of the Secretary of State of the State of Michigan and is of record in

the Office of

<PAGE>

the Register of Deeds of each county in the State of Michigan in which this

Supplemental Indenture is to be recorded; and

WHEREAS the Indenture has been supplemented and amended by various

indentures supplemental thereto, each of which is filed in the Office of the

Secretary of State of the State of Michigan and is of record in the Office of

the Register of Deeds of each county in the State of Michigan in which this

Supplemental Indenture is to be recorded; and

WHEREAS the Company and the Maine corporation entered into an

Agreement of Merger and Consolidation, dated as of February 14, 1968, which

provided for the Maine corporation to merge into the Company; and

WHEREAS the effective date of such Agreement of Merger and

Consolidation was June 6, 1968, upon which date the Maine corporation was merged

into the Company and the name of the Company was changed from "Consumers Power

Company of Michigan" to "Consumers Power Company"; and

WHEREAS the Company and the Predecessor Trustee entered into a

Sixteenth Supplemental Indenture, dated as of June 4, 1968, which provided,

among other things, for the assumption of the Indenture by the Company; and

WHEREAS said Sixteenth Supplemental Indenture became effective on

the effective date of such Agreement of Merger and Consolidation; and

WHEREAS the Company has succeeded to and has been substituted for

the Maine corporation under the Indenture with the same effect as if it had been

named therein as the mortgagor corporation; and

WHEREAS effective March 11, 1997, the name of Consumers Power

Company was changed to Consumers Energy Company; and

WHEREAS, the Indenture provides for the issuance of bonds thereunder

in one or more series, and the Company, by appropriate corporate action in

conformity with the terms of the Indenture, has duly determined to create, and

does hereby create, a new series of bonds under the Indenture designated 4.40%

Series due 2009, Series K, each of which bonds shall also bear the descriptive

title "First Mortgage Bonds" (hereinafter provided for and hereinafter sometimes

referred to as the "2009 Bonds, Series K"), the bonds of which series are to be

issued as registered bonds without coupons and are to bear interest at the rate

per annum specified in the title thereof and are to mature August 15, 2009; and

WHEREAS, the Indenture provides for the issuance of bonds thereunder

in one or more series, and the Company, by appropriate corporate action in

conformity with the terms of the Indenture, has duly determined to create, and

does hereby create, a new series of bonds under the Indenture designated 5.00%

Series due 2012, Series L, each of which bonds shall also bear the descriptive

title "First Mortgage Bonds" (hereinafter provided for and hereinafter sometimes

referred to as the "2012 Bonds, Series L"), the bonds of which series are to be

issued as registered bonds without coupons and are to bear interest at the rate

per annum specified in the title thereof and are to mature February 15, 2012;

and

<PAGE>

WHEREAS, the Indenture provides for the issuance of bonds thereunder

in one or more series, and the Company, by appropriate corporate action in

conformity with the terms of the Indenture, has duly determined to create, and

does hereby create, a new series of bonds under the Indenture designated 5.50%

Series due 2016, Series M, each of which bonds shall also bear the descriptive

title "First Mortgage Bonds" (hereinafter provided for and hereinafter sometimes

referred to as the "2016 Bonds, Series M"), the bonds of which series are to be

issued as registered bonds without coupons and are to bear interest at the rate

per annum specified in the title thereof and are to mature August 15, 2016; and

WHEREAS the Company and Barclays Capital Inc., Citigroup Global

Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs

& Co., ABN AMRO Incorporated, BNP Paribas Securities Corp., Comerica Securities,

Inc., Fifth Third Securities, Inc., Huntington Capital Corp., J.P. Morgan

Securities Inc. and Wedbush Morgan Securities Inc., (the "Initial Purchasers")

have entered into a Purchase Agreement dated August 11, 2004 (the "Purchase

Agreement"), pursuant to which the Company agreed to sell and the Initial

Purchasers agreed to buy $150,000,000 in aggregate principal amount of 2009

Bonds, Series K, $300,000,000 of 2012 Bonds, Series L and $350,000,000 of 2016

Bonds, Series M (such 2009 Bonds, Series K, 2012 Bonds, Series L and 2016 Bonds,

Series M together, the "Initial Bonds"); and

WHEREAS the Company and the Initial Purchasers have entered into a

Registration Rights Agreement dated as of August 17, 2004 (the "Registration

Rights Agreement"); and

WHEREAS the Registration Rights Agreement requires the Company to

use its reasonable best efforts to make an Exchange Offer (as defined therein)

which would allow (i) the Initial Purchasers, or permitted successor holders, of

the 2009 Bonds, Series K to exchange such bonds for bonds not subject to certain

restrictions under the Securities Act of 1933, as amended (the "Securities Act")

or to cause a Shelf Registration Statement (as defined in the Registration

Rights Agreement) to be declared effective with respect to the 2009 Bonds,

Series K, (ii) the Initial Purchasers, or permitted successor holders, of the

2012 Bonds, Series L to exchange such bonds for bonds not subject to certain

restrictions under the Securities Act or to cause a Shelf Registration Statement

(as defined in the Registration Rights Agreement) to be declared effective with

respect to the 2012 Bonds, Series L, and (iii) the Initial Purchasers, or

permitted successor holders, of the 2016 Bonds, Series M to exchange such bonds

for bonds not subject to certain restrictions under the Securities Act or to

cause a Shelf Registration Statement (as defined in the Registration Rights

Agreement) to be declared effective with respect to the 2016 Bonds, Series M;

and

WHEREAS the Company has duly determined to create, and does hereby

create, a series of bonds under the Indenture to be issued in exchange for the

2009 Bonds, Series K, such bonds to be designated 4.40% Series due 2009, Series

N, each of which bonds shall also bear the descriptive title "First Mortgage

Bonds" (the "2009 Bonds, Series N"), the bonds of which series are to be issued

as registered bonds without coupons and are to bear interest at the rate per

annum specified in the title thereof and are to mature August 15, 2009; and

<PAGE>

WHEREAS the Company has duly determined to create, and does hereby

create, a series of bonds under the Indenture to be issued in exchange for the

2012 Bonds, Series L, such bonds to be designated 5.00% Series due 2012, Series

O, each of which bonds shall also bear the descriptive title "First Mortgage

Bonds" (the "2012 Bonds, Series O"), the bonds of which series are to be issued

as registered bonds without coupons and are to bear interest at the rate per

annum specified in the title thereof and are to mature February 15, 2012; and

WHEREAS the Company has duly determined to create, and does hereby

create, a series of bonds under the Indenture to be issued in exchange for the

2016 Bonds, Series M, such bonds to be designated 5.50% Series due 2016, Series

P, each of which bonds shall also bear the descriptive title "First Mortgage

Bonds" (the "2016 Bonds, Series P" and, together with the 2009 Bonds, Series N

and the 2012 Bonds, Series O the "Exchange Bonds"), the bonds of which series

are to be issued as registered bonds without coupons and are to bear interest at

the rate per annum specified in the title thereof and are to mature August 15,

2016; and

WHEREAS, each of the registered bonds without coupons of 2009 Bonds,

Series K, and the Trustee's Authentication Certificate thereon, each of the

registered bonds without coupons of the 2009 Bonds, Series N, and the Trustee's

Authentication Certificate thereon, each of the registered bonds without coupons

of the 2012 Bonds, Series L, and the Trustee's Authentication Certificate

thereon, each of the registered bonds without coupons of the 2012 Bonds, Series

O, and the Trustee's Authentication Certificate thereon, each of the registered

bonds without coupons of 2016 Bonds, Series M, and the Trustee's Authentication

Certificate thereon, and each of the registered bonds without coupons of 2016

Bonds, Series P, and the Trustee's Authentication Certificate thereon, are to be

substantially in the following forms, respectively, to wit:

[FORM OF REGISTERED BOND OF THE 2009 BONDS, SERIES K]

[FACE]

THIS BOND IS A GLOBAL BOND REGISTERED IN THE NAME OF THE DEPOSITARY

(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED

IN WHOLE OR IN PART FOR THE INDIVIDUAL BONDS REPRESENTED HEREBY, THIS GLOBAL

BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF

THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER

NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A

SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS

GLOBAL BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST

COMPANY (55 WATER STREET, NEW YORK, NEW YORK), A NEW YORK CORPORATION (THE

"DEPOSITARY"), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,

AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER

NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST

COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY

TRANSFER,

<PAGE>

PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON

IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST

HEREIN.

THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.

SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE

OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO

THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE

MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR

FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE

REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (2) IN AN OFFSHORE

TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE

SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE

SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN ACCORDANCE

WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,

(5) TO CONSUMERS ENERGY COMPANY OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE

SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND

4.40% SERIES DUE 2009, SERIES K

CUSIP: _______

$150,000,000

ISIN: ________

No.: ________________

CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called

the "Company"), for value received, hereby promises to pay to Cede & Co., or

registered assigns, the principal sum of One Hundred Fifty Million Dollars

($150,000,000) on August 15, 2009, and to pay to the registered holder hereof

interest on said sum from the latest semi-annual interest payment date to which

interest has been paid on the bonds of this series preceding the date hereof,

unless the date hereof be an interest payment date to which interest is being

paid, in which case from the date hereof, or unless the date hereof is prior to

February 15, 2005, in which case from August 17, 2004 (or if this bond is dated

between the record date for any interest payment date and such interest payment

date, then from such interest payment date, provided, however, that if the

Company shall default in payment of the interest due on such interest payment

date, then from the next preceding semi-annual interest payment date to which

interest has been paid on the bonds of this series, or if such interest payment

date is February 15, 2005, from August 17, 2004), at the rate per annum, until

the principal hereof shall have become due and payable, specified in the title

of this bond, payable on February 15 and August 15 in each

<PAGE>

year. If the Company does not comply with certain of its obligations under the

Registration Rights Agreement entered into by the Company as of August 17, 2004

(in which case the Company shall notify the Trustee thereof), the bonds of this

series shall, in accordance with Section 5 of such Registration Rights

Agreement, bear additional interest ("Additional Interest") in addition to the

interest provided for in the immediately preceding sentence. For purposes of the

bonds of this series, the term "interest" shall be deemed to include interest

provided for in the second immediately preceding sentence and Additional

Interest, if any.

The provisions of this bond are continued on the reverse hereof and

such continued provisions shall for all purposes have the same effect as though

fully set forth at this place.

This bond shall not be valid or become obligatory for any purpose

unless and until it shall have been authenticated by the execution by the

Trustee or its successor in trust under the Indenture of the certificate hereon.

IN WITNESS WHEREOF, Consumers Energy Company has caused this bond to

be executed in its name by its Chairman of the Board, its President or one of

its Vice Presidents by his or her signature or a facsimile thereof, and its

corporate seal or a facsimile thereof to be affixed hereto or imprinted hereon

and attested by its Secretary or one of its Assistant Secretaries by his or her

signature or a facsimile thereof.

CONSUMERS ENERGY COMPANY

Dated:

By: _____________________________________

Printed: ________________________________

Title: __________________________________

Attest: _________________________

TRUSTEE'S AUTHENTICATION CERTIFICATE

This is one of the bonds, of the series designated therein,

described in the within-mentioned Indenture.

JPMORGAN CHASE BANK, Trustee

By: _____________________________________

Authorized Officer

<PAGE>

[REVERSE]

CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND

4.40% SERIES DUE 2009, SERIES K

The interest payable on any February 15 or August 15 will, subject

to certain exceptions provided in the Indenture hereinafter mentioned, be paid

to the person in whose name this bond is registered at the close of business on

the record date, which shall be the first calendar day of the month next

preceding such interest payment date, or, if such February 15 or August 15 shall

be a legal holiday or a day on which banking institutions in the Borough of

Manhattan, The City of New York, are authorized to close, the next preceding day

which shall not be a legal holiday or a day on which such institutions are so

authorized to close. The principal of and the premium, if any, and interest on

this bond shall be payable at the office or agency of the Company in the Borough

of Manhattan, The City of New York, designated for that purpose, in any coin or

currency of the United States of America which at the time of payment is legal

tender for public and private debts.

This bond is one of the bonds of a series designated as First

Mortgage Bonds, 4.40% Series due 2009, Series K (sometimes herein referred to as

the "2009 Bonds, Series K" or the "Bonds") issued and to be issued from time to

time under and in accordance with and secured by an indenture dated as of

September 1, 1945, given by the Company (or its predecessor, Consumers Power

Company, a Maine corporation) to City Bank Farmers Trust Company (JPMorgan Chase

Bank, successor) (hereinafter sometimes referred to as the "Trustee"), together

with indentures supplemental thereto, heretofore or hereafter executed, to which

indenture and indentures supplemental thereto (hereinafter referred to

collectively as the "Indenture") reference is hereby made for a description of

the property mortgaged and pledged, the nature and extent of the security and

the rights, duties and immunities thereunder of the Trustee and the rights of

the holders of said bonds and of the Trustee and of the Company in respect of

such security, and the limitations on such rights. By the terms of the

Indenture, the bonds to be secured thereby are issuable in series which may vary

as to date, amount, date of maturity, rate of interest and in other respects as

provided in the Indenture.

The 2009 Bonds, Series K are redeemable upon notice given by mailing

the same, postage prepaid, not less than thirty days nor more than sixty days

prior to the date fixed for redemption to each registered holder of a bond to be

redeemed (in whole or in part) at the last address of such holder appearing on

the registry books. Any or all of the bonds of this series may be redeemed by

the Company, at any time and from time to time prior to maturity, at a

redemption price equal to the greater of (1) 100% of the principal amount of the

Bonds and (2) the sum of the present values of the Remaining Scheduled Payments

(as defined below) of principal and interest on the Bonds discounted to the

redemption date semiannually (assuming a 360-day year consisting of twelve

30-day months) at the Treasury Rate (as defined below), plus 20 basis points,

plus in either case accrued interest on the Bonds to the date of redemption.

"Treasury Rate" means, with respect to any redemption date, the rate

per annum equal to the semiannual equivalent yield to maturity of the Comparable

Treasury Issue (as

<PAGE>

defined below), assuming a price for the Comparable Treasury Issue (expressed as

a percentage of its principal amount) equal to the Comparable Treasury Price (as

defined below) for such redemption date.

"Comparable Treasury Issue" means the United States Treasury

security selected by an Independent Investment Banker (as defined below) as

having a maturity comparable to the remaining term of the Bonds to be redeemed

that would be used, at the time of selection and in accordance with customary

financial practice, in pricing new issues of corporate debt securities of

comparable maturity to the remaining term of the Bonds.

"Independent Investment Banker" means either Barclays Capital Inc.,

Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith

Incorporated or, if such firms are unwilling or unable to select the Comparable

Treasury Issues, an independent banking institution of national standing

selected by the Company.

"Comparable Treasury Price" means, with respect to any redemption

date, (1) the average of the bid and asked prices for the Comparable Treasury

Issue (expressed in each case as a percentage of its principal amount) on the

third business day preceding such redemption date, as set forth in the daily

statistical release (or any successor release) published by the Federal Reserve

Bank of New York and designated "H.15(519)" or (2) if such release (or any

successor release) is not published or does not contain such prices on such

business day, (a) the average of the Reference Treasury Dealer Quotations (as

defined below) for such redemption date, after excluding the highest and lowest

of such Reference Treasury Dealer Quotations, or (b) if the Company obtains

fewer than four such Reference Treasury Dealer Quotations, the average of all

such quotations.

"Reference Treasury Dealer Quotations" means, with respect to each

Reference Treasury Dealer (as defined below) and any redemption date, the

average, as determined by the Company, of the bid and asked prices for the

Comparable Treasury Issue (expressed in each case as a percentage of its

principal amount) quoted in writing to the Company by such Reference Treasury

Dealer at 5:00 p.m. on the third business day preceding such redemption date.

"Reference Treasury Dealer" means (1) each of Barclays Capital Inc.,

Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith

Incorporated and their respective successors; provided, however, that if any of

the foregoing shall cease to be a primary U.S. government securities dealer in

New York City (a "Primary Treasury Dealer"), the Company shall replace that

former dealer with another Primary Treasury Dealer and (2) up to four other

Primary Treasury Dealers selected by the Company.

"Remaining Scheduled Payments" means, with respect to each Bond to

be redeemed, the remaining scheduled payments of the principal thereof and

interest thereon that would be due after the related redemption date but for

such redemption; provided, however, that, if that redemption date is prior to an

interest payment date with respect to such Bond, the amount of the next

succeeding scheduled interest payment thereon will be reduced by the amount of

interest accrued thereon to that redemption date.

<PAGE>

In case of certain defaults as specified in the Indenture, the

principal of this bond may be declared or may become due and payable on the

conditions, at the time, in the manner and with the effect provided in the

Indenture. The holders of certain specified percentages of the bonds at the time

outstanding, including in certain cases specified percentages of bonds of

particular series, may in certain cases, to the extent and as provided in the

Indenture, waive certain defaults thereunder and the consequences of such

defaults.

The Indenture contains provisions permitting the Company and the

Trustee, with the consent of the holders of not less than seventy-five per

centum in principal amount of the bonds (exclusive of bonds disqualified by

reason of the Company's interest therein) at the time outstanding, including, if

more than one series of bonds shall be at the time outstanding, not less than

sixty per centum in principal amount of each series affected, to effect, by an

indenture supplemental to the Indenture, modifications or alterations of the

Indenture and of the rights and obligations of the Company and the rights of the

holders of the bonds and coupons; provided, however, that no such modification

or alteration shall be made without the written approval or consent of the

holder hereof which will (a) extend the maturity of this bond or reduce the rate

or extend the time of payment of interest hereon or reduce the amount of the

principal hereof or reduce any premium payable on the redemption hereof, or (b)

permit the creation of any lien, not otherwise permitted, prior to or on a

parity with the lien of the Indenture, or (c) reduce the percentage of the

principal amount of the bonds upon the approval or consent of the holders of

which modifications or alterations may be made as aforesaid.

The Company reserves the right, without any consent, vote or other

action by holders of the 2009 Bonds, Series K or any other series created after

the Sixty-eighth Supplemental Indenture to amend the Indenture to reduce the

percentage of the principal amount of bonds the holders of which are required to

approve any supplemental indenture (other than any supplemental indenture which

is subject to the proviso contained in the immediately preceding sentence) (a)

from not less than seventy-five per centum (including sixty per centum of each

series affected) to not less than a majority in principal amount of the bonds at

the time outstanding or (b) in case fewer than all series are affected, not less

than a majority in principal amount of the bonds of all affected series, voting

together.

No recourse shall be had for the payment of the principal of or

premium, if any, or interest on this bond, or for any claim based hereon, or

otherwise in respect hereof or of the Indenture, to or against any incorporator,

stockholder, director or officer, past, present or future, as such, of the

Company, or of any predecessor or successor company, either directly or through

the Company, or such predecessor or successor company, or otherwise, under any

constitution or statute or rule of law, or by the enforcement of any assessment

or penalty, or otherwise, all such liability of incorporators, stockholders,

directors and officers, as such, being waived and released by the holder and

owner hereof by the acceptance of this bond and being likewise waived and

released by the terms of the Indenture.

[END OF FORM OF REGISTERED BOND OF THE 2009 BONDS, SERIES K]

<PAGE>

[FORM OF REGISTERED BOND OF THE 2009 BONDS, SERIES N]