THIRTEENTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 16, 2003

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Title: THIRTEENTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 16, 2003
Governing Law: Michigan Date: 3/12/2004

THIRTEENTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 16, 2003, Parties: consumers energy co

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EXHIBIT 4(e)(i)

THIRTEENTH SUPPLEMENTAL INDENTURE

DATED AS OF JULY 16, 2003

____________________

This Thirteenth Supplemental Indenture, dated as of the 16th day of

July, 2003 between CMS Energy Corporation, a corporation duly organized and

existing under the laws of the State of Michigan (hereinafter called the

"Issuer") and having its principal office at One Energy Plaza, Jackson, Michigan

49201, and Bank One Trust Company, N.A., a national banking association

(hereinafter called the "Trustee") and having its Corporate Trust Office at 1

BankOne Plaza, Mail Code ILI-0823, Chicago, IL 60670.

WITNESSETH:

WHEREAS, the Issuer and the Trustee (successor to NBD Bank, National

Association) entered into an Indenture, dated as of September 15, 1992 (the

"Original Indenture"), pursuant to which one or more series of debt securities

of the Issuer (the "Securities") may be issued from time to time; and

WHEREAS, Section 2.3 of the Original Indenture permits the terms of any

series of Securities to be established in an indenture supplemental to the

Original Indenture; and

WHEREAS, Section 8.1(e) of the Original Indenture provides that a

supplemental indenture may be entered into by the Issuer and the Trustee without

the consent of any Holders (as defined in the Original Indenture) of the

Securities to establish the form and terms of the Securities of any series; and

WHEREAS, the Issuer has requested the Trustee to join with it in the

execution and delivery of this Thirteenth Supplemental Indenture in order to

supplement and amend the Original Indenture by, among other things, establishing

the form and terms of a series of Securities to be known as the Issuer's "3.375%

Convertible Senior Notes due 2023" (the "2023 Notes"), providing for the

issuance of the 2023 Notes and amending and adding certain provisions thereof

for the benefit of the Holders of the 2023 Notes; and

WHEREAS, the Issuer and the Trustee desire to enter into this

Thirteenth Supplemental Indenture for the purposes set forth in Sections 2.3 and

8.1(e) of the Original Indenture as referred to above; and

WHEREAS, the Issuer has furnished the Trustee with a copy of the

resolutions of its Board of Directors certified by its Secretary or Assistant

Secretary authorizing the execution of this Thirteenth Supplemental Indenture;

and

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WHEREAS, all things necessary to make this Thirteenth Supplemental

Indenture a valid agreement of the Issuer and the Trustee and a valid supplement

to the Original Indenture have been done;

NOW, THEREFORE, for and in consideration of the premises and the

purchase of the 2023 Notes to be issued hereunder by holders thereof, the Issuer

and the Trustee mutually covenant and agree, for the equal and proportionate

benefit of the respective holders from time to time of the 2023 Notes, as

follows:

ARTICLE I

STANDARD PROVISIONS; DEFINITIONS

SECTION 1.01. Standard Provisions. The Original Indenture together with

this Thirteenth Supplemental Indenture and all previous indentures supplemental

thereto entered into pursuant to the applicable terms thereof are hereinafter

sometimes collectively referred to as the "Indenture." All capitalized terms

which are used herein and not otherwise defined herein are defined in the

Indenture and are used herein with the same meanings as in the Indenture.

SECTION 1.02. Definitions.

(a) The following terms have the meanings set forth in the

Sections hereof set forth below:

<TABLE>

Term Section

------------------------------------- --------------

<S> <C>

Additional Amounts 2.04

Application Period 7.06

Asset Sale 7.06

Company 2.03

Conversion Date 6.02

Conversion Rate 6.01

Depositary Article IX

Distributed Assets or Securities 6.06(c)

DTC 2.03

Events of Default 8.01

ex date 1.01(b); 2.04

Excess Proceeds 7.06

Fundamental Change Purchase Date 3.01

Fundamental Change Purchase Notice 3.03

Fundamental Change Purchase Price 3.01

Global Note Article IX

Indenture 1.01; 2.04

Interest Payment Date 2.03

Issue 7.04(a)

Issuer Preamble; 2.03

Issuer Notice 5.01

</TABLE>

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<TABLE>

Term Section

------------------------------------- --------------

<S> <C>

Issuer Notice Date 5.01

Lien 7.02(a)

Maturity 2.03

Maximum Conversion Rate 6.06(h)

Original Indenture Recitals

Original Issue Date 2.03

Place of Payment 2.03

Purchase Date 2.04; 4.01(a)

Purchase Notice 4.01(a)(i)

Purchase Price 2.04

Record Date 2.03

Redemption Price 2.04

Restricted Payment 7.05(a)

Rule 144A 2.03

Securities Recitals

Securities Act 2.03

Trading Exception 2.04

Trustee Preamble; 2.04

2023 Notes Recitals; 2.04

</TABLE>

(b) Section 1.1 of the Original Indenture is amended to insert the

new definitions applicable to the 2023 Notes, in the appropriate alphabetical

sequence, as follows:

"Amortization Expense" means, for any period, amounts recognized during

such period as amortization of capital leases, depletion, nuclear fuel, goodwill

and assets classified as intangible assets in accordance with generally accepted

accounting principles.

"Average Life" means, as of the date of determination, with respect to

any Indebtedness, the quotient obtained by dividing (i) the sum of the products

of (x) the number of years from the date of determination to the dates of each

successive scheduled principal payment of such Indebtedness and (y) the amount

of such principal payment by (ii) the sum of all such principal payments.

"Capital Lease Obligation" of a Person means any obligation that is

required to be classified and accounted for as a capital lease on the face of a

balance sheet of such Person prepared in accordance with generally accepted

accounting principles; the amount of such obligation shall be the capitalized

amount thereof, determined in accordance with generally accepted accounting

principles; the stated maturity thereof shall be the date of the last payment of

rent or any other amount due under such lease prior to the first date upon which

such lease may be terminated by the lessee without payment of a penalty; and

such obligation shall be deemed secured by a Lien on any property or assets to

which such lease relates.

"Capital Stock" means any and all shares, interests, rights to

purchase, warrants, options, participations or other equivalents of or interests

in (however designated) corporate stock,

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including any Preferred Stock or Letter Stock; provided that Hybrid Preferred

Securities shall not be considered Capital Stock for purposes of this

definition.

"CMS Electric and Gas" means CMS Electric and Gas Company, a Michigan

corporation and wholly-owned subsidiary of Enterprises.

"CMS Gas Transmission" means CMS Gas Transmission Company (formerly

known as CMS Gas Transmission and Storage Company), a Michigan corporation and

wholly-owned subsidiary of Enterprises.

"CMS Generation" means CMS Generation Co., a Michigan corporation and

wholly-owned subsidiary of Enterprises.

"CMS MST" means CMS Marketing, Services and Trading Company, a Michigan

corporation and wholly-owned subsidiary of Enterprises.

"Common Equity" of any Person means capital stock of such Person that

is generally entitled to (i) vote in the election of directors of such Person or

(ii) if such Person is not a corporation, vote or otherwise participate in the

selection of the governing body, partners, managers or others that will control

the management or policies of such Person.

"Consolidated Assets" means, at any date of determination, the

aggregate assets of the Issuer and its Consolidated Subsidiaries determined on a

consolidated basis in accordance with generally accepted accounting principles.

"Consolidated Coverage Ratio" with respect to any period means the

ratio of (i) the aggregate amount of Operating Cash Flow for such period to (ii)

the aggregate amount of Consolidated Interest Expense for such period.

"Consolidated Current Liabilities" means, for any period, the aggregate

amount of liabilities of the Issuer and its Consolidated Subsidiaries which may

properly be classified as current liabilities (including taxes accrued as

estimated), after (i) eliminating all inter-company items between the Issuer and

any Consolidated Subsidiary and (ii) deducting all current maturities of

long-term Indebtedness, all as determined in accordance with generally accepted

accounting principles.

"Consolidated Indebtedness" means, at any date of determination, the

aggregate Indebtedness of the Issuer and its Consolidated Subsidiaries

determined on a consolidated basis in accordance with generally accepted

accounting principles; provided that Consolidated Indebtedness shall not include

any subordinated debt owned by any Hybrid Preferred Securities Subsidiary.

"Consolidated Interest Expense" means, for any period, the total

interest expense in respect of Consolidated Indebtedness of the Issuer and its

Consolidated Subsidiaries, including, without duplication, (i) interest expense

attributable to capital leases, (ii) amortization of debt

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discount, (iii) capitalized interest, (iv) cash and noncash interest payments,

(v) commissions, discounts and other fees and charges owed with respect to

letters of credit and bankers' acceptance financing, (vi) net costs under

Interest Rate Protection Agreements (including amortization of discount) and

(vii) interest expense in respect of obligations of other Persons deemed to be

Indebtedness of the Issuer or any Consolidated Subsidiaries under clause (v) or

(vi) of the definition of Indebtedness, provided, however, that Consolidated

Interest Expense shall exclude (A) any costs otherwise included in interest

expense recognized on early retirement of debt and (B) any interest expense in

respect of any Indebtedness of any Subsidiary of Consumers, CMS Generation, CMS

Electric and Gas, CMS Gas Transmission, CMS MST or any other Designated

Enterprises Subsidiary, provided that such Indebtedness is without recourse to

any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Electric

and Gas, CMS Gas Transmission, CMS MST or any other Designated Enterprises

Subsidiary.

"Consolidated Net Income" means, for any period, the net income of the

Issuer and its Consolidated Subsidiaries determined on a consolidated basis in

accordance with generally accepted accounting principles; provided, however,

that there shall not be included in such Consolidated Net Income:

(i) any net income of any Person if such Person is not a

Subsidiary, except that (A) the Issuer's equity in the net income of

any such Person for such period shall be included in such Consolidated

Net Income up to the aggregate amount of cash actually distributed by

such Person during such period to the Issuer or a Consolidated

Subsidiary as a dividend or other distribution and (B) the Issuer's

equity in a net loss of any such Person for such period shall be

included in determining such Consolidated Net Income;

(ii) any net income of any Person acquired by the Issuer or a

Subsidiary in a pooling of interests transaction for any period prior

to the date of such acquisition;

(iii) any gain or loss realized upon the sale or other disposition

of any property, plant or equipment of the Issuer or its Consolidated

Subsidiaries which is not sold or otherwise disposed of in the ordinary

course of business and any gain or loss realized upon the sale or other

disposition of any Capital Stock of any Person; and

(iv) any net income of any Subsidiary of Consumers, CMS Generation,

CMS Electric and Gas, CMS Gas Transmission, CMS MST or any other

Designated Enterprises Subsidiary whose interest expense is excluded

from Consolidated Interest Expense, provided, however, that for

purposes of this subsection (iv), any cash, dividends or distributions

of any such Subsidiary to the Issuer shall be included in calculating

Consolidated Net Income.

"Consolidated Net Tangible Assets" means, for any period, the total

amount of assets (less accumulated depreciation or amortization, allowances for

doubtful receivables, other applicable reserves and other properly deductible

items) as set forth on the most recently available quarterly or annual

consolidated balance sheet of the Issuer and its Consolidated Subsidiaries,

determined on a consolidated basis in accordance with generally accepted

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accounting principles, and after giving effect to purchase accounting and after

deducting therefrom, to the extent otherwise included, the amounts of: (i)

Consolidated Current Liabilities; (ii) minority interests in Consolidated

Subsidiaries held by Persons other than the Issuer or a Restricted Subsidiary;

(iii) excess of cost over fair value of assets of businesses acquired, as

determined in good faith by the Board of Directors as evidenced by Board of

Directors resolutions; (iv) any revaluation or other write-up in value of assets

subsequent to December 31, 1996, as a result of a change in the method of

valuation in accordance with generally accepted accounting principles; (v)

unamortized debt discount and expenses and other unamortized deferred charges,

goodwill, patents, trademarks, service marks, trade names, copyrights, licenses,

organization or developmental expenses and other intangible items; (vi) treasury

stock; and (vii) any cash set apart and held in a sinking or other analogous

fund established for the purpose of redemption or other retirement of Capital

Stock to the extent such obligation is not reflected in Consolidated Current

Liabilities.

"Consolidated Net Worth" of any Person means the total of the amounts

shown on the consolidated balance sheet of such Person and its consolidated

subsidiaries, determined on a consolidated basis in accordance with generally

accepted accounting principles, as of any date selected by such Person not more

than 90 days prior to the taking of any action for the purpose of which the

determination is being made (and adjusted for any material events since such

date), as (i) the par or stated value of all outstanding Capital Stock plus (ii)

paid-in capital or capital surplus relating to such Capital Stock plus (iii) any

retained earnings or earned surplus less (A) any accumulated deficit, (B) any

amounts attributable to Redeemable Stock and (C) any amounts attributable to

Exchangeable Stock.

"Consolidated Subsidiary" means any Subsidiary whose accounts are or

are required to be consolidated with the accounts of the Issuer in accordance

with generally accepted accounting principles.

"Consumers" means Consumers Energy Company, a Michigan corporation, all

of whose common stock is on the date hereof owned by the Issuer.

"Continuing Director" means a director who either was a member of the

Board of Directors on July 10, 2003 or who becomes a member of the Board of

Directors subsequent to that date and whose appointment, election or nomination

for election by the Issuer's shareholders is duly approved by a majority of the

Continuing Directors on the Board of Directors at the time of such approval,

either by a specific vote or by approval of the proxy statement issued by the

Issuer on behalf of the Board of Directors in which such individual is named as

nominee for director.

"Conversion Agent" means the office or agency designated by the Issuer

where 2023 Notes may be presented for conversion. Initially, the Conversion

Agent shall be the Trustee.

"Conversion Price" means $1,000 divided by the Conversion Rate.

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"Designated Enterprises Subsidiary" means any wholly-owned subsidiary

of Enterprises formed after the date of this Thirteenth Supplemental Indenture

which is designated a Designated Enterprises Subsidiary by the Board of

Directors.

"Enterprises" means CMS Enterprises Company, a Michigan corporation and

wholly-owned subsidiary of the Issuer.

"Equity Interests" means any capital stock, partnership, joint venture,

member or limited liability or unlimited liability company interest, beneficial

interest in a trust or similar entity or other equity interest or investment of

whatever nature.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchangeable Stock" means any Capital Stock of a corporation that is

exchangeable or convertible into another security (other than Capital Stock of

such corporation that is neither Exchangeable Stock or Redeemable Stock).

"Fair Market Value" means the amount which a willing buyer would pay a

willing seller in an arm's length transaction.

A "Fundamental Change" shall be deemed to have occurred at such time

after the original issuance of the 2023 Notes as any of the following occurs:

(i) the Common Stock or other common stock into which the 2023 Notes are

convertible is neither listed for trading on a United States national securities

exchange nor approved for trading on the Nasdaq National Market or another

established automated over-the-counter trading market in the United States; (ii)

a "person" or "group" within the meaning of Section 13(d) of the Exchange Act,

other than the Issuer, any Subsidiary of the Issuer or any employee benefit plan

of the Issuer or any such Subsidiary, files a Schedule TO (or any other

schedule, form or report under the Exchange Act) disclosing that such person or

group has become the direct or indirect ultimate "beneficial owner" (as such

term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that a

person or group shall be deemed to have "beneficial ownership" of all shares

that such person or group has the right to acquire whether such right is

exercisable immediately or only after the passage of time) of Common Equity of

the Issuer representing more than 50% of the voting power of the Issuer's Common

Equity; (iii) consummation of any share exchange, consolidation or merger of the

Issuer pursuant to which the Common Stock will be converted into cash,

securities or other property or any sale, lease or other transfer (in one

transaction or a series of transactions) of all or substantially all of the

consolidated assets of the Issuer and its Subsidiaries, taken as a whole, to any

Person (other than the Issuer or one or more of the Issuer's Subsidiaries);

provided, however, that a transaction where the holders of the Issuer's Common

Equity immediately prior to such transaction own, directly or indirectly, more

than 50% of the aggregate voting power of all classes of Common Equity of the

continuing or surviving corporation or transferee immediately after such event

shall not be a Fundamental Change; or (iv) Continuing Directors cease to

constitute at least a majority of the Board of Directors; provided, however,

that a Fundamental Change shall not be deemed to have occurred in respect of any

of the foregoing if either (A) the Last Reported Sale Price per share of Common

Stock for

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any five Trading Days within the period of 10 consecutive Trading Days ending

immediately before the later of the Fundamental Change or the public

announcement thereof shall equal or exceed 105% of the Conversion Price of the

2023 Notes in effect immediately before the Fundamental Change or the public

announcement thereof or (B) at least 90% of the consideration (excluding cash

payments for fractional shares) in the transaction or transactions constituting

the Fundamental Change consists of shares of capital stock traded on a national

securities exchange or quoted on the Nasdaq National Market (or which shall be

so traded or quoted when issued or exchanged in connection with such Fundamental

Change) (such securities being referred to as "Publicly Traded Securities") and

as a result of such transaction or transactions the 2023 Notes become

convertible into such Publicly Traded Securities (excluding cash payments for

fractional shares).

"Hybrid Preferred Securities" means any preferred securities issued by

a Hybrid Preferred Securities Subsidiary, where such preferred securities have

the following characteristics:

(i) such Hybrid Preferred Securities Subsidiary lends

substantially all of the proceeds from the issuance of such preferred

securities to the Issuer or Consumers in exchange for subordinated debt

issued by the Issuer or Consumers, respectively;

(ii) such preferred securities contain terms providing for the

deferral of distributions corresponding to provisions providing for the

deferral of interest payments on such subordinated debt; and

(iii) the Issuer or Consumers (as the case may be) makes periodic

interest payments on such subordinated debt, which interest payments

are in turn used by the Hybrid Preferred Securities Subsidiary to make

corresponding payments to the holders of the Hybrid Preferred

Securities.

"Hybrid Preferred Securities Subsidiary" means any business trust (or

similar entity) (i) all of the common equity interest of which is owned (either

directly or indirectly through one or more wholly-owned Subsidiaries of the

Issuer or Consumers) at all times by the Issuer or Consumers, (ii) that has been

formed for the purpose of issuing Hybrid Preferred Securities and (iii)

substantially all of the assets of which consist at all times solely of

subordinated debt issued by the Issuer or Consumers (as the case may be) and

payments made from time to time on such subordinated debt.

"Indebtedness" of any Person means, without duplication:

(i) the principal of and premium (if any) in respect of (A)

indebtedness of such Person for money borrowed and (B) indebtedness

evidenced by notes, debentures, bonds or other similar instruments for

the payment of which such Person is responsible or liable;

(ii) all Capital Lease Obligations of such Person;

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(iii) all obligations of such Person issued or assumed as the

deferred purchase price of property, all conditional sale obligations

and all obligations under any title retention agreement (but excluding

trade accounts payable arising in the ordinary course of business);

(iv) all obligations of such Person for the reimbursement of any

obligor on any letter of credit, bankers' acceptance or similar credit

transaction (other than obligations with respect to letters of credit

securing obligations (other than obligations described in clauses (i)

through (iii) above) entered into in the ordinary course of business of

such Person to the extent such letters of credit are not drawn upon or,

if and to the extent drawn upon, such drawing is reimbursed no later

than the third Business Day following receipt by such Person of a

demand for reimbursement following payment on the letter of credit);

(v) all obligations of the type referred to in clauses (i) through

(iv) above of other Persons and all dividends of other Persons for the

payment of which, in either case, such Person is responsible or liable

as obligor, guarantor or otherwise; and

(vi) all obligations of the type referred to in clauses (i) through

(v) above of other Persons secured by any Lien on any property or asset

of such Person (whether or not such obligation is assumed by such

Person), the amount of such obligation being deemed to be the lesser of

the value of such property or assets or the amount of the obligation so

secured.

"Initial Purchasers" has the meaning ascribed to such term in the

Purchase Agreement.

"Interest Rate Protection Agreement" means any interest rate swap

agreement, interest rate cap agreement or other financial agreement or

arrangement designed to protect the Issuer or any Subsidiary against

fluctuations in interest rates.

"Last Reported Sale Price" of Common Stock on any date means the

closing sale price per share (or, if no closing sale price is reported, the

average of the bid and ask prices or, if more than one in either case, the

average of the average bid and the average ask prices) on that date as reported

in composite transactions for the principal U.S. securities exchange on which

Common Stock is traded or, if the Common Stock is not listed on a U.S. national

or regional securities exchange, as reported by the Nasdaq National Market. If

the Common Stock is not listed for trading on a U.S. national or regional

securities exchange and not reported by the Nasdaq National Market on the

relevant date, the Last Reported Sale Price shall be the last quoted bid price

for Common Stock in the over-the-counter market on the relevant date as reported

by the National Quotation Bureau or similar organization. If the Common Stock is

not so quoted, the Last Reported Sale Price will be the average of the mid-point

of the last bid and ask prices for the Common Stock on the relevant date from

each of at least three nationally recognized independent investment banking

firms selected by the Issuer for this purpose.

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"Letter Stock", as applied to the Capital Stock of any corporation,

means Capital Stock of any class or classes (however designated) which is

intended to reflect the separate performance of certain of the businesses or

operations conducted by such corporation or any of its subsidiaries.

"Market Price" means the average of the Last Reported Sale Prices of

Common Stock for the 20 Trading Day period ending on the applicable date of

determination (if the applicable date of determination is a Trading Day or, if

not, then on the last Trading Day prior to such applicable date of

determination), appropriately adjusted to take into account the occurrence,

during the period commencing on the first of the Trading Days during such 20

Trading Day period and ending on the applicable date of determination, of any

event that would result in an adjustment of the Conversion Rate under this

Thirteenth Supplemental Indenture.

"Net Cash Proceeds" means, (a) with respect to any Asset Sale, the

aggregate proceeds of such Asset Sale including the fair market value (as

determined by the Board of Directors and net of any associated debt and of any

consideration other than Capital Stock received in return) of property other

than cash, received by the Issuer, net of (i) brokerage commissions and other

fees and expenses (including fees and expenses of counsel and investment

bankers) related to such Asset Sale, (ii) provisions for all taxes (whether or

not such taxes will actually be paid or are payable) as a result of such Asset

Sale without regard to the consolidated results of operations of the Issuer and

its Restricted Subsidiaries, taken as a whole, (iii) payments made to repay

Indebtedness or any other obligation outstanding at the time of such Asset Sale

that either (A) is secured by a Lien on the property or assets sold or (B) is

required to be paid as a result of such sale and (iv) appropriate amounts to be

provided by the Issuer or any Restricted Subsidiary of the Issuer as a reserve

against any liabilities associated with such Asset Sale including, without

limitation, pension and other post-employment benefit liabilities, liabilities

related to environmental matters and liabilities under any indemnification

obligations associated with such Asset Sale, all as determined in conformity

with generally accepted accounting principles and (b) with respect to any

issuance or sale or contribution in respect of Capital Stock, the aggregate

proceeds of such issuance, sale or contribution, including the fair market value

(as determined by the Board of Directors and net of any associated debt and of

any consideration other than Capital Stock received in return) of property other

than cash, received by the Issuer, net of attorneys' fees, accountants' fees,

underwriters' or placement agents' fees, discounts or commissions and brokerage,

consultant and other fees incurred in connection with such issuance or sale and

net of taxes paid or payable as a result thereof, provided, however, that if

such fair market value as determined by the Board of Directors of property other

than cash is greater than $25 million, the value thereof shall be based upon an

opinion from an independent nationally recognized firm experienced in the

appraisal or similar review of similar types of transactions.

"Non-Convertible Capital Stock" means, with respect to any corporation,

any non-convertible Capital Stock of such corporation and any Capital Stock of

such corporation convertible solely into non-convertible Capital Stock other

than Preferred Stock of such corporation; provided, however, that

Non-Convertible Capital Stock shall not include any Redeemable Stock or

Exchangeable Stock.

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"Operating Cash Flow" means, for any period, with respect to the Issuer

and its Consolidated Subsidiaries, the aggregate amount of Consolidated Net

Income after adding thereto Consolidated Interest Expense (adjusted to include

costs recognized on early retirement of debt), income taxes, depreciation

expense, Amortization Expense and any noncash amortization of debt issuance

costs, any nonrecurring, noncash charges to earnings and any negative accretion

recognition.

"Other Rating Agency" means any one of Fitch, Inc. or Moody's Investors

Service, Inc., and any successor to any of these organizations which is a

nationally recognized statistical rating organization.

"Paying Agent" means any Person authorized by the Issuer to pay the

principal of (and premium, if any) or interest on any of the 2023 Notes on

behalf of the Issuer. Initially, the Paying Agent shall be the Trustee.

"Predecessor 2023 Note" of any particular 2023 Note means every

previous 2023 Note evidencing all or a portion of the same debt as that

evidenced by such particular 2023 Note; and, for the purposes of the definition,

any 2023 Note authenticated and delivered under Section 2.9 of the Indenture in

exchange for or in lieu of a mutilated, destroyed, lost or stolen 2023 Note

shall be deemed to evidence the same debt as the mutilated, destroyed, lost or

stolen 2023 Note.

"Preferred Stock", as applied to the Capital Stock of any corporation,

means Capital Stock of any class or classes (however designated) that is

preferred as to the payment of dividends, or as to the distribution of assets

upon any voluntary or involuntary liquidation or dissolution of such

corporation, over shares of Capital Stock of any other class of such

corporation; provided that Hybrid Preferred Securities shall not be considered

Preferred Stock for purposes of this definition.

"Publicly Traded Securities" has the meaning provided in the definition

of Fundamental Change.

"Purchase Agreement" means that certain Purchase Agreement dated July

9, 2003 among the Issuer and the Initial Purchasers which provides for the sale

by the Issuer to the Initial Purchasers of the 2023 Notes.

"Redeemable Stock" means any Capital Stock that by its terms or

otherwise is required to be redeemed prior to the first anniversary of the

Stated Maturity of the outstanding 2023 Notes or is redeemable at the option of

the holder thereof at any time prior to the first anniversary of the Stated

Maturity of the outstanding 2023 Notes.

"Registrable Securities" has the meaning ascribed to such term in the

Registration Rights Agreement.

"Registration Default" has the meaning ascribed to such term in the

Registration Rights Agreement.

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"Registration Rights Agreement" means that certain Registration Rights

Agreement, dated as of July 16, 2003, by and among the Issuer and the Initial

Purchasers.

"Regulation S" means Regulation S under the Securities Act.

"Restricted Subsidiary" means any Subsidiary (other than Consumers and

its Subsidiaries) of the Issuer which, as of the date of the Issuer's most

recent quarterly consolidated balance sheet, constituted at least 10% of the

total Consolidated Assets of the Issuer and its Consolidated Subsidiaries and

any other Subsidiary which from time to time is designated a Restricted

Subsidiary by the Board of Directors; provided that no Subsidiary may be

designated a Restricted Subsidiary if, immediately after giving effect thereto,

an Event of Default or event that, with the lapse of time or giving of notice or

both, would constitute an Event of Default would exist or the Issuer and its

Restricted Subsidiaries could not incur at least one dollar of additional

Indebtedness under Section 7.04 hereof, and (i) any such Subsidiary so

designated as a Restricted Subsidiary must be organized under the laws of the

United States or any State thereof, (ii) more than 80% of the Voting Stock of

such Subsidiary must be owned of record and beneficially by the Issuer or a

Restricted Subsidiary and (iii) such Restricted Subsidiary must be a

Consolidated Subsidiary.

"Spin-off Market Price" per share of Common Stock of the Issuer or the

Equity Interests in a Subsidiary or other business unit of the Issuer on any day

means the average of the daily Last Reported Sale Price for the 10 consecutive

Trading Days commencing on and including the fifth Trading Day after the ex date

with respect to the issuance or distribution requiring such computations. As

used herein, the term "ex date," when used with respect to any issuance or

distribution, shall mean the first date on which the security trades regular way

on the New York Stock Exchange or such other national regional exchange or

market in which the security trades without the right to receive such issuance

or distribution.

"Standard & Poor's" means Standard & Poor's Ratings Group, a division

of The McGraw-Hill Companies, Inc., and any successor thereto which is a

nationally recognized statistical rating organization, or if such entity shall

cease to rate the 2023 Notes or shall cease to exist and there shall be no such

successor thereto, any other nationally recognized statistical rating

organization selected by the Issuer which is acceptable to the Trustee.

"Subordinated Indebtedness" means any Indebtedness of the Issuer

(whether outstanding on the date of this Thirteenth Supplemental Indenture or

thereafter incurred) which is contractually subordinated or junior in right of

payment to the 2023 Notes.

"Support Obligations" means, for any Person, without duplication, any

financial obligation, contingent or otherwise, of such Person guaranteeing or

otherwise supporting any debt or other obligation of any other Person in any

manner, whether directly or indirectly, and including, without limitation, any

obligation of such Person, direct or indirect, (i) to purchase or pay (or

advance or supply funds for the purchase or payment of) such debt or to purchase

(or to advance or supply funds for the purchase of) any security for the payment

of such debt, (ii) to purchase property, securities or services for the purpose

of assuring the owner of such debt of the

<PAGE>

payment of such debt, (iii) to maintain working capital, equity capital,

available cash or other financial statement condition of the primary obligor so

as to enable the primary obligor to pay such debt, (iv) to provide equity

capital under or in respect of equity subscription arrangements (to the extent

that such obligation to provide equity capital does not otherwise constitute

debt) or (v) to perform, or arrange for the performance of, any non-monetary

obligations or non-funded debt payment obligations of the primary obligor.

"Tax Sharing Agreement" means the Amended and Restated Agreement for

the Allocation of Income Tax Liabilities and Benefits, dated January 1, 1994, as

amended or supplemented from time to time, by and among Issuer, each of the

members of the Consolidated Group (as defined therein), and each of the

corporations that become members of the Consolidated Group.

"Trading Day" means (i) if the applicable security is listed, admitted

for trading or quoted on the New York Stock Exchange, the Nasdaq National Market

or another national security exchange, a day on which the New York Stock

Exchange, the Nasdaq National Market or another national security exchange is

open for business or (ii) if the applicable security is not so listed, admitted

for trading or quoted, any day other than a Saturday or Sunday or a day on which

banking institutions in the State of New York are authorized or obligated by

law, regulation or executive order to close.

"Trading Price" of the 2023 Notes on any date of determination means

the average of the secondary market bid quotations per $1,000 principal amount

of 2023 Notes obtained by the Trustee for $5,000,000 principal amount of 2023

Notes at approximately 3:30 p.m., New York City time, on such determination date

from three independent nationally recognized securities dealers the Issuer

selects, provided that if three such bids cannot reasonably be obtained by the

Trustee, but two such bids are obtained, then the average of the two bids shall

be used, and if only one such bid can reasonably be obtained by the Trustee,

this one bid shall be used. If the Trustee cannot reasonably obtain at least one

bid for $5,000,000 principal amount of the 2023 Notes from a nationally

recognized securities dealer, then the Trading Price will be deemed to be less

than 95% of the product of the sale price of Common Stock and the then

applicable Conversion Rate.

"Voting Stock" means securities of any class or classes the holders of

which are ordinarily, in the absence of contingencies, entitled to vote for

corporate directors (or persons performing similar functions).

ARTICLE II

DESIGNATION AND TERMS OF THE 2023 NOTES; FORMS

SECTION 2.01. Establishment of Series.

(a) There is hereby created a series of Securities to be known and

designated as the "3.375% Convertible Senior Notes due 2023" to be issued in an

initial aggregate principal

<PAGE>

amount of $150,000,000 (except that such amount shall be increased to an amount

up to $200,000,000 to the extent of any exercise by the Initial Purchasers of

their option to purchase additional 2023 Notes). Additional Securities, without

limitation as to amount, having substantially the same terms as the 2023 Notes

(except a different issue date, issue price and bearing interest from the last

Interest Payment Date to which interest has been paid or duly provided for on

the 2023 Notes, and, if no interest has been paid, from July 16, 2003), may also

be issued by the Issuer pursuant to the Indenture without the consent of the

existing Holders of the 2023 Notes. Such additional Securities shall be part of

the same series as the 2023 Notes. The Stated Maturity of the 2023 Notes is July

15, 2023; the principal amount of the 2023 Notes shall be payable on such date

unless the 2023 Notes are earlier redeemed, purchased or converted in accordance

with the terms of the Indenture.

(b) The 2023 Notes will bear interest from the Original Issue

Date, or from the most recent date to which interest has been paid or duly

provided for, at the rate of 3.375% per annum stated therein until the principal

thereof is paid or made available for payment. Interest will be payable

semiannually on each Interest Payment Date and at Maturity, as provided in the

form of the 2023 Note in Section 2.03 hereof.

Indenture for the payment of the interest on any 2023 Note payable on any

Interest Payment Date (other than at Maturity) shall be the 1st day of the

calendar month in which such Interest Payment Date occurs (whether or not a

Business Day) except that the Record Date for interest payable at Maturity shall

be the date of Maturity.

(d) The payment of the principal of, premium (if any) and interest

on the 2023 Notes shall not be secured by a security interest in any property.

(e) The 2023 Notes shall be purchased by the Issuer at the option

of the Holders thereof as provided in Article III, Article IV and Article V

hereof.

(f) The 2023 Notes shall be convertible in accordance with the

terms of this Thirteenth Supplemental Indenture.

(g) The 2023 Notes will not be subordinated to the payment of

Senior Debt.

(h) The Issuer will not pay any additional amounts on the 2023

Notes held by a Person who is not a U.S. person (as defined in Regulation S) in

respect of any tax, assessment or government charge withheld or deducted.

(i) The events specified in Events of Default with respect to the

2023 Notes shall include the events specified in Article VIII of this Thirteenth

Supplemental Indenture. In addition to the covenants set forth in Article III of

the Original Indenture, the Holders of the 2023 Notes shall have the benefit of

the covenants of the Issuer set forth in this Thirteenth Supplemental Indenture.

<PAGE>

SECTION 2.02. Forms Generally. The 2023 Notes and Trustee's

certificates of authentication shall be in substantially the form set forth in

this Article II, with such appropriate insertions, omissions, substitutions and

other variations as are required or permitted by the Indenture, and may have

such letters, numbers or other marks of identification and such legends or

endorsements placed thereon as may be required to comply with the rules of any

securities exchange or as may, consistently herewith, be determined by the

officers executing such 2023 Notes, as evidenced by their execution thereof.

The definitive 2023 Notes shall be printed, lithographed or engraved on

steel engraved borders or may be produced in any other manner, all as determined

by the officers executing such 2023 Notes, as evidenced by their execution

thereof.

SECTION 2.03. Form of Face of 2023 Note.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A

NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED

IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE

LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND 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.

Unless this Global 2023 Note is presented by an authorized

representative of The Depository Trust Company, a New York corporation ("DTC"),

to CMS Energy Corporation or its agent for registration of transfer, exchange or

payment, and any certificate issued is registered in the name of a nominee of

DTC or in such other name as is requested by an authorized representative of DTC

(and any payment is made to such nominee of DTC or to such other entity as is

requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER

USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as

the registered owner hereof has an interest herein.

CMS ENERGY CORPORATION

3.375% CONVERTIBLE SENIOR NOTES DUE 2023

No. 1 $150,000,000

CUSIP No.: 125896AS9

ISIN No.: US12589AS91

CMS Energy Corporation, a corporation duly organized and existing under

the laws of the State of Michigan (herein called the "Issuer" or "Company",

which term includes any successor Person under the Indenture hereinafter

referred to), for value received, hereby promises to pay to CEDE & Co., or

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

July 15, 2023 ("Maturity") and to pay interest thereon from July 16, 2003 (the

"Original Issue Date") or from the most recent Interest Payment Date to which

interest has been

<PAGE>

paid or duly provided for, semi-annually in arrears on January 15 and July 15,

in each year, commencing on January 15, 2004 (each an "Interest Payment Date")

to the Persons in whose names the 2023 Notes are registered at the close of

business on January 1 and July 1 (each a "Record Date"), and at Maturity, at the

rate of 3.375% per annum, until the principal hereof is paid or made available

for payment. 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. The interest

so payable, and punctually paid or duly provided for, on any Interest Payment

Date will, as provided in such Indenture, be paid to the Person in whose name

this 2023 Note (or one or more Predecessor 2023 Notes) is registered at the

close of business on the Record Date for such interest, which shall be the 1st

day of the calendar month in which such Interest Payment Date occurs (whether or

not a Business Day) except that the Record Date for interest payable at Maturity

shall be the date of Maturity. Any such interest not so punctually paid or duly

provided for will forthwith cease to be payable to the Holder on such Record

Date and may either be paid to the Person in whose name this 2023 Note (or one

or more Predecessor 2023 Notes) is registered at the close of business on a

subsequent Record Date (which shall be not less than five Business Days prior to

the date of payment of such defaulted interest) for the payment of such

defaulted interest to be fixed by the Trustee, notice whereof shall be given to

Holders of 2023 Notes not less than 15 days preceding such subsequent Record

Date.

This 2023 Note is convertible and is subject to redemption at the

option of the Issuer and to purchase by the Issuer at the option of the Holder

as specified on the reverse of this 2023 Note.

Payment of the principal of (and premium, if any) and interest, if any,

on this 2023 Note will be made at the office or agency of the Issuer maintained

for that purpose in New York, New York (the "Place of Payment"), in such coin or

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

tender for payment of public and private debts; provided, however, that at the

option of the Issuer payment of interest (other than interest payable at

Maturity) may be made by check mailed to the address of the Person entitled

thereto as such address shall appear in the Security Register or by wire

transfer to an account designated by such Person not later than ten days prior

to the date of such payment.

Reference is hereby made to the further provisions of this 2023 Note

set forth on the reverse hereof, which further provisions shall for all purposes

have the same effect as if set forth at this place.

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A

TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF

1933 (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE

UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE

ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH

PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY

MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE

SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS

<PAGE>

SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND THE

COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR

OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER

REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A

UNDER THE SECURITIES ACT ("RULE 144A")) IN A TRANSACTION MEETING THE

REQUIREMENTS OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A

QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE

144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE

WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN

EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144

THEREUNDER (IF AVAILABLE), (IV) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (V) TO CMS ENERGY CORPORATION

OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE

SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND

EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY FROM

IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE.

THE HOLDER OF THIS SECURITY AGREES THAT SUCH HOLDER WILL NOT ENGAGE IN

HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON

CONVERSION HEREOF UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR

SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR

RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE

LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO

THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS

SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO

ANY SUCH AMENDMENT OR SUPPLEMENT.

THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS

OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF JULY 16, 2003 ENTERED INTO BY

THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO TIME.

Unless the certificate of authentication hereon has been executed by

the Trustee referred to on the reverse hereof by manual signature, this 2023

Note shall not be entitled to any benefit under the Indenture or be valid or

obligatory for any purpose.

<PAGE>

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

executed under its corporate seal.

Dated:

CMS ENERGY CORPORATION

By____________________________

Its:

By____________________________

Its:

SECTION 2.04. Form of Reverse of 2023 Note.

This 3.375% Convertible Senior Note due 2023 is one of a duly

authorized issue of securities of the Issuer (herein called the "2023 Notes"),

issued and to be issued under an Indenture, dated as of September 15, 1992, as

supplemented by certain supplemental indentures, including the Thirteenth

Supplemental Indenture, dated as of July 16, 2003 (herein collectively referred

to as the "Indenture"), between the Issuer and Bank One Trust Company, N.A., a

national banking association (successor to NBD Bank, National Association), as

Trustee (herein called the "Trustee", which term includes any successor trustee

under the Indenture), to which Indenture and all indentures supplemental thereto

reference is hereby made for a statement of the respective rights, limitations

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

Holders of the 2023 Notes and of the terms upon which the 2023 Notes are, and

are to be, authenticated and delivered. This 2023 Note is one of the series

designated on the face hereof, issued in an initial aggregate principal amount

of $150,000,000 (except that such amount shall be increased to an amount up to

$200,000,000 to the extent of any exercise by the Initial Purchasers of their

option to purchase additional 2023 Notes). Additional Securities, without

limitation as to amount, having substantially the same terms as the 2023 Notes

(except a different issue date, issue price and bearing interest from the last

Interest Payment Date to which interest has been paid or duly provided for on

the 2023 Notes, and, if no interest has been paid, from July 16, 2003), may also

be issued by the Issuer pursuant to the Indenture without the consent of the

existing Holders of the 2023 Notes. Such additional Securities shall be part of

the same series as the 2023 Notes.

Holders of 2023 Notes at the close of business on a Record Date will

receive payment of interest, payable on the corresponding Interest Payment Date

notwithstanding the conversion of such 2023 Notes at any time after the close of

business on such Record Date. 2023 Notes surrendered for conversion by a Holder

during the period from the close of business on any Record Date to the opening

of business on the immediately following Interest Payment Date must be

accompanied by payment of an amount equal to the interest that the Holder is to

receive

<PAGE>

on the 2023 Notes; provided, however, that no such payment need be made if (1)

the Issuer has specified a redemption date that is after a Record Date and on or

prior to the immediately following Interest Payment Date, (2) the Issuer has

specified a Purchase Date following a Fundamental Change that is during such

period or (3) any overdue interest exists at the time of conversion with respect

to such 2023 Notes to the extent of such overdue interest. The Holders of the

2023 Notes and any Common Stock issuable upon conversion thereof will continue

to be entitled to receive Additional Amounts in accordance with the Registration

Rights Agreement.

If the principal hereof or any portion of such principal is not paid

when due (whether upon acceleration, upon the date set for payment of the

Redemption Price, upon the date set for payment of a Purchase Price or

Fundamental Change Purchase Price or upon the Stated Maturity of this 2023 Note)

or if interest due hereon or any portion of such interest is not paid when due

in accordance with the terms of this 2023 Note, then in each such case the

overdue amount shall bear interest at the rate of 3.375% per annum, compounded

semiannually (to the extent that the payment of such interest shall be legally

enforceable), which interest shall accrue from the date such overdue amount was

due to the date payment of such amount, including interest thereon, has been

made or duly provided for, all such interest shall be payable on demand.

The interest rate borne by the Registrable Securities will be increased

by 0.25% per annum upon the occurrence of a Registration Default, which rate

will increase by an additional 0.25% per annum if such Registration Default has

not been cured within 90 days after the occurrence thereof and will continue to

increase by 0.25% at the beginning of each subsequent 90-day period until all

Registration Defaults have been cured ("Additional Amounts"); provided, that the

aggregate amount of any such increase in the interest rate on the Registrable

Securities shall in no event exceed 0.50% per annum. All accrued Additional

Amounts shall be paid to Holders of Registrable Securities in the same manner

and at the same time as regular payments of interest on the Registrable

Securities. Following the cure of all Registration Defaults, the accrual of

Additional Amounts shall cease and the interest rate on the Registrable

Securities will revert to 3.375% per annum.

In the event of redemption of this 2023 Note in part only, a new 2023

Note for the unredeemed portion hereof will be issued in the name of the Holder

hereof upon the cancellation hereof. No sinking fund is provided for the 2023

Notes. The 2023 Notes are redeemable for cash or check in whole, or in part, at

any time on or after July 15, 2008 at the option of the Issuer at a redemption

price ("Redemption Price") equal to 100% of the principal amount of the 2023

Notes to be redeemed plus any accrued and unpaid interest (including Additional

Amounts, if any) to the redemption date. Notice of redemption at the option of

the Issuer shall be mailed at least 30 days but not more than 60 days before a

redemption date to the Trustee, the Paying Agent and each Holder of 2023 Notes

to be redeemed at the Holder's registered address. If money sufficient to pay

the Redemption Price of all 2023 Notes (or portions thereof) to be redeemed on

the redemption date is deposited with the Paying Agent prior to or on the

redemption date, on and after the redemption date interest (including Additional

Amounts, if any), if any, shall cease to accrue on such 2023 Notes or portions

thereof. 2023 Notes in denominations larger than $1,000 principal amount may be

redeemed in part but only in integral multiples of $1,000 principal amount.

<PAGE>

Subject to the terms and conditions of the Indenture, a Holder shall

have the option to require the Issuer to purchase the 2023 Notes held by such

Holder on July 15, 2008, July 15, 2013 and July 15, 2018 (each, a "Purchase

Date") at a purchase price (the "Purchase Price") equal to 100% of the principal

amount of the 2023 Notes to be purchased plus any accrued and unpaid interest

(including Additional Amounts, if any) to but excluding such Purchase Date, upon

delivery of a Purchase Notice containing the information set forth in the

Indenture, from the opening of business on the date that is 20 Business Days

prior to such Purchase Date until the close of business on the fifth Business

Day prior to such Purchase Date and upon delivery of the 2023 Notes to the

Paying Agent by the Holder as set forth in the Indenture. The Issuer will pay

the Purchase Price in cash or by check. 2023 Notes in denominations larger than

$1,000 principal amount may be purchased in part, but only in integral multiples

of $1,000 principal amount.

If a Fundamental Change shall occur at any time prior to July 15, 2008,

each Holder shall have the right, at such Holder's option and subject to the

terms and conditions of the Indenture, to require the Issuer to purchase any or

all of such Holder's 2023 Notes or any portion of the principal amount thereof

that is equal to $1,000 or an integral multiple of $1,000 on the day that is no

earlier than 60 days nor later than 90 days after the date of the Issuer Notice

of the occurrence of the Fundamental Change (subject to extension to comply with

applicable law) for a Fundamental Change Purchase Price equal to 100% of the

principal amount of 2023 Notes purchased plus accrued and unpaid interest

(including Additional Amounts, if any) to the Fundamental Change Purchase Date,

which Fundamental Change Purchase Price shall be paid by the Issuer in cash or

by check, as set forth in the Indenture.

Holders have the right to withdraw any Purchase Notice or Fundamental

Change Purchase Notice, as the case may be, by delivery to the Paying Agent of a

written notice of withdrawal in accordance with the provisions of the Indenture.

If cash sufficient to pay a Fundamental Change Purchase Price or

Purchase Price, as the case may be, of all 2023 Notes or portions thereof to be

purchased as of the Purchase Date or the Fundamental Change Purchase Date, as

the case may be, is on deposit with the Paying Agent on the Business Day

following the Purchase Date or the Fundamental Change Purchase Date, as the case

may be, interest (including Additional Amounts, if any) shall cease to accrue on

such 2023 Notes (or portions thereof) on and after such date, and the Holder

thereof shall have no other rights as such (other than the right to receive the

Purchase Price or Fundamental Change Purchase Price, as the case may be, upon

surrender of such Note).

Subject to the procedures set forth in the Indenture, a Holder may

convert 2023 Notes into Common Stock on or before the close of business on July

15, 2023 during the periods and upon satisfaction of at least one of the

conditions set forth below:

(a) in any calendar quarter (and only during such calendar

quarter) if the Last Reported Sale Price for Common Stock for at least

20 Trading Days during the period of 30 consecutive Trading Days ending

on the last Trading Day of the previous calendar quarter is greater

than or equal to 120% of the Conversion Price per share of Common Stock

on such last Trading Day;

<PAGE>

(b) prior to Maturity during the five Business Days immediately

following any ten consecutive Trading Day period in which the Trading

Price per $1,000 principal amount of 2023 Notes (as determined

following a request by a Holder of the 2023 Notes in accordance with

the procedures described in the Indenture) for each day of that period

was less than 95% of the product of the sale price of Common Stock and

the then applicable Conversion Rate (the "Trading Exception");

provided, however, that a Holder may not convert its 2023 Notes if the

average closing sale price of Common Stock for such ten consecutive

Trading Day period is between the then current Conversion Price and

120% of the then applicable Conversion Price; in connection with any

conversion upon satisfaction of such Trading Price condition, the

Trustee shall have no obligation to determine the Trading Price unless

the Issuer has requested such determination; and the Issuer shall have

no obligation to make such request unless the Holder provides

reasonable evidence that the Trading Price would be less than 95% of

the product of the sale price of Common Stock and the then applicable

Conversion Rate; at which time, the Issuer shall instruct the Trustee

to determine the Trading Price beginning on the next Trading Day and on

each successive Trading Day until the Trading Price is greater than or

equal to 95% of the product of the sale price of Common Stock and the

then applicable Conversion Rate;

redemption, at any time prior to the close of business on the second

Business Day immediately preceding the redemption date;

(d) the Issuer becomes a party to a consolidation, merger or

binding share exchange pursuant to which the Common Stock would be

converted into cash or property (other than securities), in which case

a Holder may surrender 2023 Notes for conversion at any time from and

after the date which is 15 days prior to the anticipated effective date

for the transaction until 15 days after the actual effective date of

such transaction; or

(e) the Issuer elects to (i) distribute to all holders of Common

Stock assets, debt securities or rights to purchase securities of the

Issuer, which distribution has a per share value as determined by the

Board of Directors exceeding 15% of the Last Reported Sale Price of a

share of Common Stock on the Trading Day immediately preceding the

declaration date for such distribution, or (ii) distribute to all

holders of Common Stock rights entitling them to purchase, for a period

expiring within 60 days after the date of such distribution, shares of

Common Stock at less than the Last Reported Sale Price of Common Stock

on the Trading Day immediately preceding the declaration date of the

distribution. In the case of the foregoing clauses (i) and (ii), the

Issuer must notify the Holders at least 20 Business Days immediately

prior to the ex date for such distribution. Once the Issuer has given

such notice, Holders may surrender their 2023 Notes for conversion at

any time thereafter until the earlier of the close of business on the

Business Day immediately prior to the ex date or the Issuer's

announcement that such distribution will not take place; provided,

however, that a Holder may not exercise this right to convert if the

Holder may participate in the distribution without conversion. As used

herein, the term "ex date," when used with respect to any issuance or

distribution, shall

<PAGE>

mean the first date on which the Common Stock trades regular way on

such exchange or in such market without the right to receive such

issuance or distribution.

If the Issuer engages in certain reclassifications of its Common Stock

or is a party to a consolidation, merger, binding share exchange or transfer of

all or substantially all of its assets pursuant to which Common Stock is

converted into cash, securities or other property, then, at the effective time

of the transaction, the right to convert a 2023 Note into Common Stock will be

changed into a right to convert a 2023 Note into the kind and amount of cash,

securities or other property which the Holder would have received if the Holder

had converted its 2023 Notes immediately prior to the transaction. If the Issuer

engages in any transaction described in the preceding sentence, the Conversion

Rate will not be adjusted. If the transaction also constitutes a Fundamental

Change, a Holder can require the Issuer to purchase all or a portion of its 2023

Notes as described in the Indenture.

2023 Notes in respect of which a Holder has delivered a notice of

exercise of the option to require the Issuer to purchase such 2023 Notes

pursuant to Article VII or Article XIII of the Indenture may be converted only

if the notice of exercise is withdrawn in accordance with the terms of the

Indenture.

The initial Conversion Rate is 93.7137 shares of Common Stock per

$1,000 principal amount, subject to adjustment in certain events described in

the Indenture. The Issuer shall deliver cash or a check in lieu of any

fractional share of Common Stock.

Holders of 2023 Notes at the close of business on a Record Date will

receive payment of interest, payable on the corresponding Interest Payment Date

notwithstanding the conversion of such 2023 Notes at any time after the close of

business on such Record Date. 2023 Notes surrendered for conversion by a Holder

during the period from the close of business on any Record Date to the opening

of business on the immediately following Interest Payment Date must be

accompanied by payment of an amount equal to the interest that the Holder is to

receive on the 2023 Notes; provided, however, that no such payment need be made

if (1) the Issuer has specified a redemption date that is after a Record Date

and on or prior to the immediately following Interest Payment Date, (2) the

Issuer has specified a Purchase Date following a Fundamental Change that is

during such period or (3) any overdue interest exists at the time of conversion

with respect to such 2023 Notes to the extent of such overdue interest. The

Holders of the 2023 Notes and any Common Stock issuable upon conversion thereof

will continue to be entitled to receive Additional Amounts in accordance with

the Registration Rights Agreement.

To convert the 2023 Notes a Holder must (i) complete and manually sign

the irrevocable conversion notice on the back of the 2023 Notes (or complete and

manually sign a facsimile of such notice) and deliver such notice to the

Conversion Agent at the office maintained by the Conversion Agent for such

purpose, (ii) surrender the 2023 Notes to the Conversion Agent, (iii) furnish

appropriate endorsements and transfer documents if required by the Conversion

Agent, the Issuer or the Trustee and (iv) pay any transfer or similar tax, if

required.

A Holder may convert a portion of the 2023 Notes only if the principal

amount of such portion is $1,000 or a multiple of $1,000. No payment or

adjustment shall be made for dividends

<PAGE>

on the Common Stock except as provided in the Indenture. On conversion of the

2023 Notes, that portion of accrued and unpaid interest attributable to the

period from the Original Issue Date to the Conversion Date shall be deemed

canceled, extinguished or forfeited rather than paid in full to the Holder

thereof through the delivery of the Common Stock (together with any cash payment

in lieu of fractional shares) in exchange for the portion of the 2023 Notes

being converted pursuant to the terms hereof; and the Fair Market Value of such

shares of Common Stock (together with any such cash payment in lieu of

fractional shares) shall be treated as issued, to the extent thereof, first in

exchange for interest accrued and unpaid through the Conversion Date, and the

balance, if any, of such Fair Market Value of such Common Stock (and any such

cash payment) shall be treated as issued in exchange for the principal amount of

the 2023 Notes being converted pursuant to the provisions hereof.

Notwithstanding the conversion of any 2023 Notes, the Holders of the 2023 Notes

and any Common Stock issuable upon conversion thereof will continue to be

entitled to receive Additional Amounts in accordance with the Registration

Rights Agreement.

If an Event of Default with respect to this 2023 Note shall occur and

be continuing, the principal of this 2023 Note may be declared due and payable

in the manner and with the effect provided in the Indenture.

In any case where any Interest Payment Date, redemption date,

repurchase date, Stated Maturity or Maturity of any 2023 Note shall not be a

Business Day at any Place of Payment, then (notwithstanding any other provision

of the Indenture or this 2023 Note) payment of interest or principal (and

premium, if any) need not be made at such Place of Payment on such date, but may

be made on the next succeeding Business Day at such Place of Payment with the

same force and effect as if made on the Interest Payment Date, repurchase date

or at the Stated Maturity or Maturity; provided that no interest shall accrue on

the amount so payable for the period from and after such Interest Payment Date,

redemption date, repurchase date, Stated Maturity or Maturity, as the case may

be, to such Business Day.

The Trustee and the Paying Agent shall return to the Issuer upon

written request any money or property held by them for the payment of any amount

with respect to the 2023 Notes that remains unclaimed for two years, provided,

however, that the Trustee or such Paying Agent, before being required to make

any such return, shall at the expense of the Issuer cause to be published once

in a newspaper of general circulation in The City of New York or mail to each

such Holder notice that such money or property remains unclaimed and that, after

a date specified therein, which shall not be less than 30 days from the date of

such publication or mailing, any unclaimed money or property then remaining

shall be returned to the Issuer. After return to the Issuer, Holders entitled to

the money or property must look to the Issuer for payment as general creditors

unless an applicable abandoned property law designates another Person.

The Indenture contains provisions for defeasance at any time of (i) the

entire indebtedness of this 2023 Note or (ii) certain restrictive covenants and

Events of Default with respect to this 2023 Note, in each case upon compliance

with certain conditions set forth therein.

<PAGE>

The Indenture permits, with certain exceptions as therein provided, the

amendment thereof and the modification of the rights and obligations of the

Issuer and the rights of the Holders of all outstanding 2023 Notes under the

Indenture at any time by the Issuer and the Trustee with the consent of the

Holders of not less than a majority in principal amount of Securities of all

series then outstanding and affected (voting as one class).

The Indenture permits the Holders of not less than a majority in

principal amount of Securities of all series at the time outstanding with

respect to which a default shall have occurred and be continuing (voting as one

class) to waive on behalf of the Holders of all outstanding Securities of such

series any past default by the Issuer, provided that no such waiver may be made

with respect to a default in the payment of the principal of or the interest on

any Security of such series or the default by the Issuer in respect of certain

covenants or provisions of the Indenture, the modification or amendment of which

must be consented to by the Holder of each outstanding Security of each series

affected.

As set forth in, and subject to, the provisions of the Indenture, no

Holder of any 2023 Note will have any right to institute any proceeding with

respect to the Indenture or for any remedy thereunder, unless such Holder shall

have previously given to the Trustee written notice of a continuing Event of

Default, the Holders of not less than 25% in principal amount of the outstanding

Securities of each affected series (voting as one class) shall have made written

request, and offered reason

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