CMS ENERGY CORP, S-3, 1996-02-28

CMS ENERGY CORP
S-3, 1996-02-28
ELECTRIC & OTHER SERVICES COMBINED

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<PAGE>

As filed with the Securities and Exchange Commission on February __, 1996
Registration No. 33-
==========================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------

FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------

CMS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2726431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126
(313) 436-9261
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------

Alan M. Wright
Senior Vice President and Chief Financial Officer
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126
313-436-9560
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------

It is respectfully requested that the Commission send copies
of all notices, orders and communications to:

Denise M. Sturdy, Esq. Catherine C. Hood, Esq.
CMS Energy Corporation Reid & Priest LLP
330 Town Center Drive 40 West 57th Street
Dearborn, MI 48126 New York, NY 10019
----------------

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the Registration Statement
as determined by market conditions and other factors.

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. __

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
X
--
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. __

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. __

If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. __

<TABLE>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of each class of Amount being offering price aggregate offering registration
securities to be registered registered per unit(1) price(1) fee
- -----------------------------------------------------------------------------------------------------------------------
<C> <S> <S> <S> <S>
General Term Notes (registered
trademark), Series B . . . . . . . . . $125,000,000 100% $125,000,000 $43,103.45
=======================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
</TABLE>

The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.

Preliminary Prospectus Dated February 28, 1996
(Subject to Completion)

$125,000,000
CMS ENERGY CORPORATION
GENERAL TERM NOTES (registered trademark), Series B
----------------
Due from 9 Months to 25 Years from date of issue
----------------
CMS Energy Corporation (the "Company" or "CMS Energy") may offer from
time to time up to $125,000,000 aggregate principal amount of its General
Term Notes (registered trademark), Series B (the "Notes"). Each Note will
bear interest at a fixed rate payable monthly, quarterly or semi-annually and
will mature on a date from 9 months to 25 years from the date of issue. The
interest rate, issue price, stated maturity, interest payment dates and
certain other terms (including a Survivor's Option, if applicable) with
respect to each Note will be established at the time of issuance and set
forth in a pricing supplement to this Prospectus (a "Pricing Supplement").
If provided in the applicable Pricing Supplement with respect to any Note,
such Note will be subject to redemption prior to its stated maturity by the
Company, in whole or in part, at redemption prices declining from a specified
premium, if any, to par, together with accrued interest to the date of
redemption. Notes will be issued only in denominations of $1,000 or any
amount in excess thereof which is an integral multiple of $1,000. The Notes
will be unsecured debt securities of the Company. See "Description of General
Term Notes (registered trademark)."

In the case of a Note that provides for monthly interest payments,
interest will be payable, in arrears, on the fifteenth day of each calendar
month; provided however, that in the event such Note is issued between the
first and fifteenth day of a calendar month, interest otherwise payable on
the fifteenth day of such calendar month will be payable on the fifteenth day
of the next succeeding calendar month. In the case of a Note that provides
for quarterly or semi-annual interest payments, interest will be payable, in
arrears, commencing on the day that is either three months or six months, as
appropriate, from (i) the day on which such Note is issued, if such Note is
issued on the fifteenth day of a calendar month, or (ii) the fifteenth day
of the calendar month prior to the calendar month in which such Note is
issued, if such Note is issued prior to the fifteenth day of a calendar
month, or (iii) the fifteenth day of the calendar month in which such Note
is issued, if such Note is issued after the fifteenth day of a calendar
month.

Each Note initially will be issued in book-entry form and will be
represented only by a global certificate (a "Global Note") registered in the
name of the nominee of The Depository Trust Company (as Depository). A
beneficial interest in a Global Note will be shown on, and transfers thereof
will be effected only through, records maintained by the Depository and its
participants. A beneficial interest in a Global Note will not be represented
by Notes in definitive form except under the limited circumstances described
herein. See "Description of General Term Notes (registered trademark) --
Book-Entry System" and "-- Certificated Notes."

THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
===========================================================================
Price to Agent's Discount Proceeds to
Public(1) or Commission(2) Company(2)(3)
- ---------------------------------------------------------------------------
Per Note . . 100% Not to exceed 4% Not less than 96%
- ---------------------------------------------------------------------------
Total . . . . $125,000,000 Not to exceed Not less than
$5,000,000 $120,000,000
===========================================================================

(1) Unless otherwise specified in the applicable Pricing Supplement, the
price to the public for each Note will be equal to 100% of the
principal amount thereof. See "Plan of Distribution."
(2) The Company will pay J. W. Korth & Company and such other agent(s) as
the Company may select from time to time (each an "Agent", and
collectively, the "Agents") an underwriting discount or commission,
not to exceed 4% of the principal amount of any Note, which discount
or commission will be disclosed in the applicable Pricing Supplement
for the Note, depending upon the maturity of the Note. The names of
any additional Agents will be disclosed in a supplement to this
Prospectus. The Company has agreed to indemnify the Agents against
certain liabilities, including liabilities under the Securities Act
of 1933, as amended, or to contribute to payments that the Agents may
be required to make in respect thereof. See "Plan of Distribution."
(3) Before deducting expenses payable by the Company estimated at
$185,000.

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

Offers to purchase the Notes are being solicited from time to time by
the Agents on behalf of the Company. Each Agent has agreed to use its
reasonable best efforts to solicit purchases of the Notes. Following such
solicitation, Notes will be sold through one or more of the Agents, acting
as principals. The Notes are offered, subject to prior sale, when, as, and
if issued to and accepted by the Agents, and subject to the right of the
Company and each Agent to reject any order in whole or in part and to
withdraw, cancel or modify the offer made hereby without notice. The Notes
will not be listed on any securities exchange, and there can be no assurance
that the Notes offered by this Prospectus will be sold or that there will be
a secondary market for the Notes. See "Plan of Distribution."

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

J. W. Korth & Company

----------------
The date of this Prospectus is , 1996.

- --------------------
(registered trademark) Registered Servicemark of J. W. Korth & Company.<PAGE>
<PAGE> - 2 -

IN CONNECTION WITH THIS OFFERING, THE AGENTS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER
MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.

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

No person is authorized in connection with the offering made hereby
to give any information or to make any representation not contained or
incorporated by reference in this Prospectus or any Pricing Supplement, and
any information or representation not contained or incorporated herein must
not be relied upon as having been authorized by CMS Energy or any
underwriter, dealer or agent. This Prospectus and any Pricing Supplement do
not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities to which they relate or an offer to sell
or the solicitation of an offer to buy such securities in any circumstances
in which such offer or solicitation is unlawful. Neither the delivery of
this Prospectus or any Pricing Supplement nor any sale made hereunder or
thereunder shall, under any circumstances, create any implication that the
information contained or incorporated herein or therein is correct as of any
time subsequent to the date of such information.

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

AVAILABLE INFORMATION

CMS Energy is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information may be inspected and copied
at the public reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at 500 West Madison, 14th Floor,
Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of such materials can be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The outstanding Common Stock of
CMS Energy is listed on the New York Stock Exchange and reports, proxy
statements and other information concerning CMS Energy may also be inspected
and copied at the offices of such exchange at 20 Broad Street, New York,
New York 10005.

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by CMS Energy with the Commission (File
No. 1-9513) pursuant to the Exchange Act are hereby incorporated by reference
in this Prospectus and shall be deemed to be a part hereof:

(1) CMS Energy's Annual Report on Form 10-K for the year ended
December 31, 1994; and

(2) CMS Energy's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995;
and

(3) CMS Energy's Current Reports on Forms 8-K
dated January 10, 1995, February 2, 1995,
September 11, 1995, and February 23, 1996
(which contains audited financial statements
for the fiscal year 1995 and Management's
Discussion and Analysis of Financial Condition
and Results of Operations).

All documents subsequently filed by CMS Energy pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference herein and shall be deemed to be a part hereof from
the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").

Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

CMS Energy undertakes to provide without charge to each person to whom
a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents referred
to above which have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests for
such copies should be directed to CMS Energy Corporation at its principal
executive offices located at Fairlane Plaza South, Suite 1100, 330 Town
Center Drive, Dearborn, Michigan 48126, Attention: Office of the Secretary,
telephone: (313) 436-9200.

Certain information contained in this Prospectus summarizes, is based
upon, or refers to information and financial statements contained in one or
more Incorporated Documents; accordingly, such information contained herein
is qualified in its entirety by reference to such documents and should be
read in conjunction therewith.

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

TABLE OF CONTENTS

Page Page

Available Information . . . 2 Ratio Of Earnings to
Incorporation of Certain Fixed Charges . . . . . . 9
Documents by Reference . 2 Description of General
Prospectus Summary. . . . . 4 Term Notes (registered
The Company . . . . . . . . 8 trademark). . . . . . . . 9
Use of Proceeds . . . . . . 8 Plan of Distribution . . . . 26
Legal Opinions . . . . . . . 27
Experts. . . . . . . . . . . 27

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

<PAGE>
<PAGE> - 4 -

PROSPECTUS SUMMARY

The following summary information is qualified in its entirety by, and
should be read in conjunction with, the information appearing elsewhere in
this Prospectus and the Incorporated Documents.

THE COMPANY

CMS Energy, incorporated in 1987, is the parent holding company of
Consumers Power Company ("Consumers") and CMS Enterprises Company
("Enterprises"). Consumers, a combination electric and gas utility company
serving Michigan's Lower Peninsula, is CMS Energy's largest subsidiary.
Consumers' customer base includes a mix of residential, commercial and
diversified industrial customers, the largest of which is the automotive
industry. Enterprises is engaged in several non-utility energy-related
businesses including: (i) oil and gas exploration and production,
(ii) development and operation of independent power production facilities,
(iii) gas marketing services to utility, commercial and industrial customers
and (iv) transmission and storage of natural gas.

CMS Energy conducts its principal operations through the following
five business segments: (i) electric utility operations; (ii) natural gas
utility operations; (iii) gas transmission, storage and marketing; (iv) oil
and gas exploration and production operations; and (v) independent power
production. Consumers or Consumers' subsidiaries are engaged in two
segments: electric operations and gas operations. Consumers' electric and
gas businesses are principally regulated utility operations.

CMS Energy's 1995 consolidated operating revenue was $3,890 million.
This consolidated operating revenue was derived from Consumers' sales of
electric energy (approximately 59% or $2,277 million), Consumers' gas
operations (approximately 31% or $1,195 million), gas transmission, storage
and marketing (approximately 5% or $196 million), oil and gas exploration and
production activities (approximately 3% or $108 million) and independent
power production activities (approximately 2% or $96 million). Consumers'
consolidated operations in the electric and gas utility businesses account
for the major share of CMS Energy's total assets, revenue and income.
CMS Energy's share of 1995 unconsolidated non-utility independent power
production revenue was $497 million.

Consumers is a public utility serving almost six million of Michigan's
nine million residents in all of the 68 counties in Michigan's Lower
Peninsula. Industries in Consumers' service area include automotive, metal,
chemical, food and wood products and a diversified group of other industries.
Consumers' rates and certain other aspects of its business are subject to the
jurisdiction of the Michigan Public Service Commission and the Federal Energy
Regulatory Commission.

<PAGE>
<PAGE> - 5 -
THE OFFERING

Securities Offered. . . . . $125,000,000 aggregate principal
amount of General Term Notes
(registered trademark), Series B (the
"Notes").

Maturity Date . . . . . . . The Notes will be offered at varying
maturities but in no event will any
Note mature earlier than nine months
from its date of issue or later than
25 years from its date of issue. The
stated maturity of each Note will be
set forth in the applicable Pricing
Supplement.

Interest Rate . . . . . . . The interest rate on each Note will be
a fixed rate established at the time
of issuance and set forth in the
applicable Pricing Supplement.

Issue Price . . . . . . . . The Issue Price with respect to each
Note will be 100% of the principal
amount, unless otherwise set forth in
the applicable Pricing Supplement.

Interest Payment Dates. . . The interest payment dates with
respect to each Note will be set forth
in the applicable Pricing Supplement.
The Pricing Supplement also will state
whether interest on the related Note
will be payable monthly, quarterly or
semi-annually. See "Description of
General Term Notes (registered
trademark) - Interest."

Repayment Upon Death. . . . If the Pricing Supplement relating to
any Note provides that the holder of
such Note will have the option (the
"Survivor's Option") to elect
repayment of such Note prior to its
stated maturity in the event of the
death of the beneficial owner of such
Note, the Company will repay such Note
(or portion thereof) properly tendered
for repayment by or on behalf of the
person that has authority to act on
behalf of the deceased owner of the
beneficial interest in such Note at a
price equal to 100% of the principal
amount of the beneficial interest of
the deceased owner in such Note plus
accrued interest to the date of such
repayment, subject to an annual
aggregate limitation and an individual
holder limitation on the dollar amount
of Notes that will be repaid in any
year under the Survivor's Option. See
"Description of General Term Notes
(registered trademark) - Repayment
Upon Death."

Redemption at Company's
Option. . . . . . . . . . . If it is so provided in the Pricing
Supplement, the Notes will be
redeemable, in whole or in part in
increments of $1,000, at the option of
the Company, at any time after a
specified initial redemption date, on
notice given by the Company not more
than 60 nor less than 30 days prior to
the date of redemption, at redemption
prices declining over a specified
period from a specified premium, if
any, to par, together with accrued
interest to the date of redemption.
See "Description of General Term Notes
(registered trademark) - Redemption."

Purchase at the Option of
Holder after a Change in
Control . . . . . . . . . . On a date no earlier than 60 days nor
later than 90 days (the "Change in
Control Purchase Date") after the date
on which the Company mails written
notice to the Holders of the Notes of
the occurrence of a Change in Control
at any time while the Notes are
outstanding, the Company will purchase
any Note, at the option of its Holder,
for a Change in Control Purchase Price
equal to 101% of the aggregate
outstanding principal amount of the
Notes to be repurchased plus accrued
interest thereon to the Change in
Control Purchase Date. See
"Description of General Term Notes
(registered trademark) - Purchase of
Notes Upon Change in Control" for a
summary of these provisions and the
definition of "Change in Control."

Mandatory Sinking Fund. . . None.

Ranking . . . . . . . . . . The Notes will be unsecured debt
securities of the Company. The Notes
will rank on a parity in right of
payment with all other unsecured and
unsubordinated indebtedness of the
Company. As of December 31, 1995, the
Company had no secured indebtedness
outstanding. However, the Company has
retained the right to pledge assets to
secure indebtedness in the future,
subject to certain limitations. See
"Description of General Term Notes
(registered trademark) - Certain
Restrictive Covenants - Limitations on
Liens."

Certain Covenants . . . . . So long as any of the Notes are
outstanding the Company has agreed to:
(a) limitations on the issuance or
incurrence of indebtedness by the
Company and certain of its
Subsidiaries (other than Consumers);
(b) limitations on the declaration or
payment of dividends on, or the
redemption, retirement or other
acquisition of, the capital stock of
the Company; (c) limitations on the
creation of liens or security
interests upon the stock of Consumers
and certain other Subsidiaries;
(d) limitations on transactions
between the Company and its
affiliates; and (e) limitations on
certain mergers, consolidations and
sales of assets. See "Description of
General Term Notes (registered
trademark) - Certain Restrictive
Covenants."

Use of Proceeds . . . . . . The net proceeds of the sale of the
Notes will be used by the Company for
its general corporate purposes. See
"Use of Proceeds."

Liquidity . . . . . . . . . There is no active public trading
market for the Notes. Any Agent may
make a market in the Notes, but no
Agent is obligated to do so and any
such market making so undertaken may
be discontinued without notice at any
time. There can be no assurance as to
the liquidity of any market that may
develop for the Notes, the ability of
the Holders to sell their Notes, or
the price at which Holders would be
able to sell their Notes. If a
trading market is not developed or is
not maintained, Holders of the Notes
may experience difficulty in reselling
them or may be unable to sell them at
all. If a market for the Notes
develops, they may trade at a discount
from their Issue Price. Future
trading prices of the Notes will
depend on many factors, including
prevailing interest rates, the
Company's operating results, and the
market for similar securities. The
Company does not intend to apply for
listing of the Notes on any securities
exchange. Historically, and
particularly in recent periods, the
market for non-investment grade debt
has been subject to disruptions that
have caused substantial volatility in
the prices of securities. There can
be no assurance that the market for
the Notes, if any, will not be subject
to similar disruptions.
<PAGE>
<PAGE> - 8 -

THE COMPANY

CMS Energy, incorporated in 1987, is the parent holding company of
Consumers and Enterprises. Consumers, a combination electric and gas utility
company serving Michigan's Lower Peninsula, is CMS Energy's largest
subsidiary. Consumers' customer base includes a mix of residential,
commercial and diversified industrial customers, the largest of which is the
automotive industry. Enterprises is engaged in several non-utility energy-
related businesses including: (i) oil and gas exploration and production,
(ii) development and operation of independent power production facilities,
(iii) gas marketing services to utility, commercial and industrial customers
and (iv) transmission and storage of natural gas.

The foregoing information concerning CMS Energy and its subsidiaries
does not purport to be comprehensive. For additional information concerning
CMS Energy and its subsidiaries' business and affairs, including their
capital requirements and external financing plans, pending legal and
regulatory proceedings and descriptions of certain laws and regulations to
which those companies are subject, prospective purchasers should refer to the
Incorporated Documents. See "Incorporation of Certain Documents by
Reference" and "Available Information" above.

The address of the principal executive officers of CMS Energy is 330
Town Center Drive, Suite 1100, Dearborn, Michigan 48126. Its telephone
number is (313) 436-9200.

USE OF PROCEEDS

The net proceeds from the sale of the Notes will be used by the
Company for its general corporate purposes.

<PAGE>
<PAGE> - 9 -
RATIO OF EARNINGS TO FIXED CHARGES

The ratios of earnings to fixed charges for each of the years ended
December 31, 1991 through 1995 are as follows:

Year Ended December 31
1995 1994 1993 1992 1991
(1) (2)(3)
Ratio of earnings to
fixed charges. . . . 1.81 1.91 1.83 -- --
___________________

(1) For the year ended December 31, 1992, fixed charges exceeded earnings
by $441 million. Earnings as defined include a $520 million pre-tax
loss on the settlement of MCV Power Purchases, $(15) million for
potential customer refunds and other reserves related to 1992 but
recorded in 1991, and $6 million relating to CMS Generation Company's
reduction in its investment in The Oxford Energy Company. The ratio
of earnings to fixed charges would have been 1.30 excluding these
amounts.

(2) Excludes an extraordinary after-tax loss of $14 million.

(3) For the year ended December 31, 1991, fixed charges exceeded earnings
by $356 million. Earnings as defined include pre-tax losses of $398
million for write-downs and reserve amounts related to Consumers'
abandonment of the Midland nuclear plant, $76 million for potential
customer refunds and other reserves, and $51 million relating to
CMS Generation Company's reduction in its investment in The Oxford
Energy Company. The ratio of earnings to fixed charges would have
been 1.45 excluding these amounts.

For the purpose of computing the ratio of earnings to fixed charges,
earnings represent net income before income taxes, net interest charges and
the estimated interest portion of lease rentals.

DESCRIPTION OF GENERAL TERM NOTES (registered trademark)

The Notes will be issued as a series of debt securities under an
Indenture, dated as of January 15, 1994 (such Indenture as amended or
supplemented from time to time by one or more supplemental indentures
thereto, including a supplemental indenture relating to the Notes, being
referred to herein as the "Indenture" and all debt securities hereafter
issued under such Indenture being collectively referred to herein as
"Securities"), between the Company and The Chase Manhattan Bank, National
Association, as trustee (the "Trustee"). The Company is not limited by the
Indenture as to the aggregate principal amount of Securities it may issue.
The descriptions of the Notes and the Indenture in this Prospectus are brief
summaries of the provisions contained in such documents and do not purport
to be complete. The form of the Indenture is filed as an exhibit to the
Registration Statement of which this Prospectus is a part, and reference is
made thereto for the definitive provisions of such Indenture. The
descriptions herein are qualified in their entirety by such reference.
Certain capitalized terms used herein without definition shall have the
meanings respectively set forth in the Indenture.

General

The Notes will be offered pursuant to this Prospectus on a continuing
basis. Each Note will mature from 9 months to 25 years from its date of
issue. The Notes will be issued without coupons in registered form only and
in denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000.

CMS Energy is a holding company and its assets consist primarily of
investment in its subsidiaries. The Securities (including the Notes) will
be obligations exclusively of the Company. The Company's ability to service
its indebtedness, including the Securities, is dependent primarily upon the
earnings of its subsidiaries and the distribution or other payment of such
earnings to the Company in the form of dividends, loans or advances, and
repayment of loans and advances from the Company. The subsidiaries are
separate and distinct legal entities and have no obligation, contingent or
otherwise, to pay any amounts due pursuant to the Securities or to make any
funds available therefor, whether by dividends, loans or other payments.

A substantial portion of the consolidated liabilities of the Company
have been incurred by its subsidiaries. Therefore, the Company's rights and
the rights of its creditors, including holders of Securities, to participate
in the distribution of assets of any subsidiary upon the latter's liquidation
or reorganization will be subject to prior claims of the subsidiary's
creditors, including trade creditors, except to the extent that the Company
may itself be a creditor with recognized claims against the subsidiary (in
which case the claims of the Company would still be subject to the prior
claims of any secured creditor of such subsidiary and of any holder of
indebtedness of such subsidiary that is senior to that held by CMS Energy).
As of December 31, 1995, the Company's subsidiaries had total indebtedness
for borrowed money (excluding intercompany indebtedness) of approximately
$2,606 million.

The Notes rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company. As of December 31, 1995, the Company had no
secured indebtedness outstanding. However, the Company has retained the
right to secure indebtedness, subject to certain limitations. See "Certain
Restrictive Covenants -- Limitation on Liens".

Notes will be represented by a Global Note registered in the name of
the nominee of the Depository, except under the limited circumstances
described below under "Certificated Notes." A single Global Note will
represent all Notes issued on the same day and having the same terms,
including, but not limited to, the same Interest Payment Dates, rate of
interest, stated maturity and repurchase and redemption provisions (if any).
A beneficial interest in a Global Note will be shown on, and transfers
thereof will be effected only through, records maintained by the Depository
(with respect to interests of its participants) and its participants (with
respect to interests of persons other than its participants).

Unless the applicable Pricing Supplement provides otherwise, the price
at which each Note will be issued (the "Issue Price") will be 100% of the
principal amount of the Note. Notes will not be issued as discounted
securities, at prices below stated principal amounts, or having an original
issue discount for U.S. federal income tax purposes, unless the applicable
Pricing Supplement so provides and, if applicable, describes potential U.S.
federal income tax consequences.

The Pricing Supplement relating to a Note will set forth, among other
things, the following terms: (i) the date on which such Note will be issued;
(ii) the Issue Price; (iii) the stated maturity date of such Note; (iv) the
rate per annum at which such Note will bear interest; (v) the Interest
Payment Dates for such Note; (vi) whether the holder of such Note will have
the Survivor's Option; (vii) whether and the terms on which such Note will
be subject to redemption by the Company prior to its stated maturity; and
(viii) any other terms not inconsistent with the provisions of the Indenture.

Interest

Each Note will bear interest from the date of issue at the fixed rate
per annum specified therein and in the applicable Pricing Supplement until
the principal thereof is paid or made available for payment. Interest will
be payable either monthly, quarterly or semi-annually on each Interest
Payment Date and at Maturity. Interest will be payable to the person in
whose name a Note is registered at the close of business on the Regular
Record Date next preceding each Interest Payment Date; provided, however,
interest payable at Maturity will be payable to the person to whom principal
shall be payable. Unless otherwise indicated in the applicable Pricing
Supplement, interest will be paid in arrears and shall be the amount of
interest accrued to, but excluding, the Interest Payment Date. Interest on
the Notes will be computed on the basis of a 360-day year of twelve 30-day
months.

The Interest Payment Dates for a Note that provides for monthly
interest payments shall be the fifteenth day of each calendar month;
provided, however, that in the case of a Note issued between the first and
fifteenth day of a calendar month, interest otherwise payable on the
fifteenth day of such calendar month will be payable on the fifteenth day of
the next succeeding calendar month. In the case of a Note that provides for
quarterly interest payments, the Interest Payment Dates shall be the
fifteenth day of each of the months specified in the Pricing Supplement,
commencing on the day that is three months from (i) the day on which such
Note is issued, if such Note is issued on the fifteenth day of a calendar
month, or (ii) the fifteenth day of the calendar month immediately preceding
the calendar month in which such Note is issued, if such Note is issued prior
to the fifteenth day of a calendar month, or (iii) the fifteenth day of the
calendar month in which such Note is issued, if such Note is issued after the
fifteenth day of a calendar month. In the case of a Note that provides for
semi-annual interest payments, the Interest Payment Dates shall be the
fifteenth day of each of the months specified in the Pricing Supplement,
commencing on the day that is six months from (i) the day on which such Note
is issued, if such Note is issued on the fifteenth day of a calendar month,
(ii) the fifteenth day of the calendar month immediately preceding the
calendar month in which such Note is issued, if such Note is issued prior to
the fifteenth day of a calendar month, or (iii) the fifteenth day of the
calendar month in which such Note is issued, if such Note is issued after the
fifteenth day of a calendar month. The Regular Record Date with respect to
any Interest Payment Date (other than at Maturity) shall be the first day
(whether or not a Business Day) of the calendar month in which such Interest
Payment Date occurs, and, in the case of interest payable at Maturity, the
Regular Record Date shall be the date of Maturity.

Interest on the Notes that is not punctually paid or duly provided for
on any Interest Payment Date ("defaulted interest") shall cease to be payable
to the Holder thereof on the relevant Regular Record Date and may be paid by
the Company to Holders of Notes (i) at the close of business on a Special
Record Date for the payment of such defaulted interest fixed by the Trustee
and not more than 15 nor less than 10 days prior to the date of the proposed
payment, provided that the Company shall have notified the Trustee in writing
of the amount of such defaulted interest, deposited with the Trustee funds
equal to the amount of the proposed payment or made arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment,
or (ii) in such other lawful manner which is not inconsistent with the
requirements of any securities exchange on which the Notes are listed for
trading.

Redemption

A Note is not subject to redemption at the option of the Company prior
to the date, if any, fixed at the time of sale and designated as the "Initial
Redemption Date" on the face of such Note and in the applicable Pricing
Supplement hereto. If no Initial Redemption Date is indicated with respect
to a Note, such Note is not subject to redemption at the option of the
Company prior to Stated Maturity. If so specified in the applicable Pricing
Supplement, on and after the Initial Redemption Date, the related Note will
be redeemable in whole or in part in increments of $1,000, at the option of
the Company, at redemption prices declining from a specified premium, if any,
to par, together with accrued interest to the date of redemption, on notice
given by the Company not more than 60 nor less than 30 days prior to the date
of redemption. If less than all of the Notes of like tenor and terms are to
be redeemed, the Notes to be redeemed will be selected by the Trustee by such
method as the Trustee shall deem fair and appropriate. Notwithstanding the
foregoing however, the Company may at any time purchase Notes at any price
in the open market or otherwise. Notes so purchased by the Company may, at
the discretion of the Company, be held or resold or surrendered to the
Trustee for cancellation. The Notes will not have a sinking fund. See
"Purchase of Notes Upon Change in Control" and "Repayment Upon Death."

With respect to Notes redeemable at the option of the Company, the
applicable Pricing Supplement will specify whether the Company would be
prohibited from redeeming such Note as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an effective interest cost to the Company of less than the
effective interest cost to the Company of such Note.

Purchase of Notes Upon Change in Control

In the event of any Change in Control (as defined below) each Holder of
a Note will have the right, at such Holder's option, subject to the terms and
conditions of the Indenture, to require the Company to repurchase all or any
part of such Holder's Note on a date selected by the Company that is no
earlier than 60 days nor later than 90 days (the "Change in Control Purchase
Date") after the mailing of written notice by the Company of the occurrence
of such Change in Control at a repurchase price payable in cash equal to 101%
of the principal amount of such Notes plus accrued interest to the Change in
Control Purchase Date (the "Change in Control Purchase Price").

Within 30 days after the Change in Control, the Company is obligated to
mail to each Holder of a Note a notice regarding the Change in Control, which
notice shall state, among other things: (i) that a Change in Control has
occurred and that each such Holder has the right to require the Company to
repurchase all or any part of such Holder's Notes at the Change in Control
Purchase Price; (ii) the Change in Control Purchase Price; (iii) the Change
in Control Purchase Date, (iv) the name and address of the Paying Agent and
(v) the procedures that Holders must follow to cause the Notes to be
repurchased.

To exercise this right, a Holder must deliver a Change in Control
Purchase Notice to the Paying Agent at its office in The City of New York,
or any other office of the Paying Agent maintained for such purposes, not
later than 30 days prior to the Change in Control Purchase Date. The Change
in Control Purchase Notice shall state (i) the portion of the principal
amount of any Notes to be repurchased, which must be $1,000 or an integral
multiple thereof, (ii) that such Notes are to be repurchased by the Company
pursuant to the applicable change-in-control provisions of the Indenture, and
(iii) unless the Notes are represented by one or more Global Notes, the
certificate numbers of the Notes to be repurchased.

Any Change in Control Purchase Notice may be withdrawn by the Holder by
a written notice of withdrawal delivered to the Paying Agent not later than
three Business Days prior to the Change in Control Purchase Date. The notice
of withdrawal shall state the principal amount and, if applicable, the
certificate numbers of the Notes as to which the withdrawal notice relates
and the principal amount, if any, which remains subject to a Change in
Control Purchase Notice.

If a Note is represented by a Global Note, the Depository or its
nominee will be the holder of such Note and therefore will be the only entity
that can require the Company to repurchase Notes upon a Change in Control.
To obtain repayment with respect to such Note upon a Change in Control, the
beneficial owner of such Note must provide to the broker or other entity
through which it holds the beneficial interest in such Note (i) a Change in
Control Purchase Notice signed by such beneficial owner, and such signature
must be guaranteed by a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. ("NASD")
or a commercial bank or trust company having an office or correspondent in
the United States and (ii) instructions to such broker or other entity to
notify the Depository of such beneficial owner's desire to cause the Company
to repurchase such Notes. Such broker or other entity will provide to the
Paying Agent (i) a Change in Control Purchase Notice received from such
beneficial owner and (ii) a certificate satisfactory to the Paying Agent from
such broker or other entity that it represents such beneficial owner. Such
broker or other entity will be responsible for disbursing any payments it
receives upon the repurchase of such Notes by the Company.

Payment of the Change in Control Purchase Price for a Note in
certificated form (a "Certificated Note") for which a Change in Control
Purchase Notice has been delivered and not withdrawn is conditioned upon
delivery of such Note (together with necessary endorsements) to the Paying
Agent at its office in The City of New York, or any other office of the
Paying Agent maintained for such purpose, at any time (whether prior to, on
or after the Change in Control Purchase Date) after the delivery of such
Change in Control Purchase Notice. Payment of the Change in Control Purchase
Price for such Note will be made promptly following the later of the Change
in Control Purchase Date or the time of delivery of such Note.

If the Paying Agent holds, in accordance with the terms of the
Indenture, money sufficient to pay the Change in Control Purchase Price of
a Note on the Business Day following the Change in Control Purchase Date for
such Note, then, on and after such date, interest on such Note will cease to
accrue, whether or not such Note is delivered to the Paying Agent, and all
other rights of the Holder shall terminate (other than the right to receive
the Change in Control Purchase Price upon delivery of the Note).

Under the Indenture, a "Change in Control" means an event or series of
events by which (i) CMS Energy ceases to beneficially own, directly or
indirectly, at least 80% of the total voting power of all classes of Capital
Stock then outstanding of Consumers (whether arising from issuance of
securities of the Company or Consumers, any direct or indirect transfer of
securities by CMS Energy or Consumers, any merger, consolidation, liquidation
or dissolution of CMS Energy or Consumers or otherwise); or (ii) any "person"
or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the "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), directly or indirectly, of
more than 30% of the Voting Stock of CMS Energy; or (iii) CMS Energy
consolidates with or merges into another corporation or directly or
indirectly conveys, transfers or leases all or substantially all of its
assets to any person, or any corporation consolidates with or merges into
CMS Energy, in either event pursuant to a transaction in which the
outstanding Voting Stock of CMS Energy is changed into or exchanged for cash,
securities, or other property, other than any such transaction where (A) the
outstanding Voting Stock of CMS Energy is changed into or exchanged for
Voting Stock of the surviving corporation and (B) the holders of the Voting
Stock of CMS Energy immediately prior to such transaction retain, directly
or indirectly, substantially proportionate ownership of the Voting Stock of
the surviving corporation immediately after such transaction.

The Indenture requires CMS Energy to comply with the provisions of
Rule 13e-4 and any other tender offer rules under the Exchange Act which may
then be applicable and file Schedule 13E-4 or any other schedule required
thereunder in connection with any offer by CMS Energy to purchase Notes at
the option of Holders upon a Change in Control. The Change in Control
purchase feature of the Notes may in certain circumstances make more
difficult or discourage a takeover of CMS Energy and, thus, the removal of
incumbent management. The Change in Control purchase feature, however, is
not the result of management's knowledge of any specific effort to accumulate
shares of its common stock or to obtain control of the Company by means of
a merger, tender offer, solicitation or otherwise, or part of a plan by
management to adopt a series of anti-takeover provisions. Instead, the
Change in Control purchase feature is a customary term contained in similar
debt offerings and the terms of such feature result from negotiations between
CMS Energy and the Agents. Management has no present intention to propose
any anti-takeover measures although it is possible that CMS Energy could
decide to do so in the future.

No Note may be repurchased by the Company as a result of a Change of
Control if there has occurred and is continuing an Event of Default described
under "Events of Default; Notice and Waiver" below (other than a default in
the payment of the Change in Control Purchase Price with respect to the
Notes). In addition, the Company's ability to purchase Notes may be limited
by its financial resources and its inability to raise the required funds
because of restrictions on issuance of securities contained in other
contractual arrangements.

Repayment Upon Death

The Pricing Supplement relating to any Note will indicate whether the
holder of such Note will have the Survivor's Option. SEE THE PRICING
SUPPLEMENT TO DETERMINE WHETHER THE SURVIVOR'S OPTION APPLIES TO ANY
PARTICULAR NOTE.

Pursuant to exercise of the Survivor's Option, if applicable, the
Company will repay any Note (or portion thereof) properly tendered for
repayment by or on behalf of the person (the "Representative") that has
authority to act on behalf of the deceased owner of the beneficial interest
in such Note under the laws of the appropriate jurisdiction (including,
without limitation, the personal representative, executor, surviving joint
tenant or surviving tenant by the entirety of such deceased beneficial owner)
at a price equal to 100% of the principal amount of the beneficial interest
of the deceased owner in such Note plus accrued interest to the date of such
repayment, subject to the following limitations. The Company may, in its
sole discretion, limit the aggregate principal amount of Notes as to which
exercises of the Survivor's Option will be accepted in any calendar year (the
"Annual Put Limitation") to one percent (1%) of the outstanding principal
amount of the Notes as of the end of the most recent fiscal year, but not
less than $500,000 in any such calendar year, or such greater amount as the
Company in its sole discretion may determine for any calendar year, and may
limit to $100,000, or such greater amount as the Company in its sole
discretion may determine for any calendar year, the aggregate principal
amount of Notes (or portions thereof) as to which exercise of the Survivor's
Option will be accepted in such calendar year with respect to any individual
deceased owner of beneficial interests in such Notes (the "Individual Put
Limitation"). Moreover, the Company will not make principal repayments
pursuant to exercise of the Survivor's Option in amounts that are less than
$1,000, and, in the event that the limitations described in the preceding
sentence would result in the partial repayment of any Note, the principal
amount of such Note remaining outstanding after repayment must be at least
$1,000 (the minimum authorized denomination of the Notes). Any Note (or
portion thereof) tendered pursuant to exercise of the Survivor's Option may
be withdrawn by a written request by the Representative of the deceased owner
received by the Trustee prior to its repayment.

Each Note (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor's Option will be accepted promptly in the order all
such Notes are tendered, except for any Note (or portion thereof) the
acceptance of which would contravene (i) the Annual Put Limitation, if
applied, or (ii) the Individual Put Limitation, if applied, with respect to
the relevant individual deceased owner of beneficial interests therein. If,
as of the end of any calendar year, the aggregate principal amount of Notes
(or portions thereof) that have been accepted pursuant to exercise of the
Survivor's Option for such year, has not exceeded the Annual Put Limitation,
if applied, for such year, any exercise(s) of the Survivor's Option with
respect to Notes (or portions thereof) not accepted during such calendar year
because such acceptance would have contravened the Individual Put Limitation,
if applied, with respect to an individual deceased owner of beneficial
interests therein will be accepted in the order all such Notes (or portions
thereof) were tendered, to the extent that any such exercise would not exceed
the Annual Put Limitation for such calendar year. Any Note (or portion
thereof) accepted for repayment pursuant to exercise of the Survivor's Option
will be repaid no later than the first Interest Payment Date that occurs 20
or more calendar days after the date of such acceptance. Each Note (or any
portion thereof) tendered for repayment that is not accepted in any calendar
year due to the application of the Annual Put Limitation will be deemed to
be tendered in the following calendar year in the order in which all such
Notes (or portions thereof) were originally tendered, unless any such Note
(or portion thereof) is withdrawn by the Representative for the deceased
owner prior to its repayment. In the event that a Note (or any portion
thereof) tendered for repayment pursuant to valid exercise of the Survivor's
Option is not accepted, the Trustee will deliver a notice by first-class mail
to the registered Holder thereof at its last known address as indicated in
the Security Register that states the reasons such Note (or portion thereof)
has not been accepted for repayment.

Subject to the foregoing, in order for a Survivor's Option to be
validly exercised with respect to any Note (or portion thereof), the Trustee
must receive from the Representative of the deceased owner (i) a written
request for repayment signed by the Representative, and such signature must
be guaranteed by a member firm of a registered national securities exchange
or of the NASD or a commercial bank or trust company having an office or
correspondent in the United States, (ii) if such Note is not represented by
a Global Note as described below, tender of the Note (or portion thereof) to
be repaid, (iii) appropriate evidence satisfactory to the Company and the
Trustee that (A) the Representative has authority to act on behalf of the
deceased beneficial owner, (B) the death of such beneficial owner has
occurred and (C) the deceased was the owner of a beneficial interest in such
Note at the time of death, (iv) if applicable, a properly executed assignment
or endorsement, and (v) if the beneficial interest in such Note is held by
a nominee of the deceased beneficial owner, a certificate satisfactory to the
Trustee from such nominee attesting to the deceased's ownership of a
beneficial interest in such Note. All questions as to the eligibility or
validity of any exercise of the Survivor's Option will be determined by the
Company, in its sole discretion, which determinations will be final and
binding on all parties.

If a Note is represented by a Global Note, the Depository or its
nominee will be the Holder of such Note and therefore will be the only entity
that can exercise the Survivor's Option for such Note. To obtain repayment
pursuant to exercise of the Survivor's Option with respect to such Note, the
Representative must provide to the broker or other entity through which the
beneficial interest in such Note is held by the deceased owner (i) the
documents described in clauses (i) and (iii) of the preceding paragraph and
(ii) instructions to such broker or other entity to notify the Depository of
such Representative's desire to obtain repayment pursuant to exercise of the
Survivor's Option. Such broker or other entity will provide to the Trustee
(i) the documents received from the Representative referred to in clause (i)
of the preceding sentence and (ii) a certificate satisfactory to the Trustee
from such broker or other entity stating that it represents the deceased
beneficial owner. Such broker or other entity will be responsible for
disbursing any payments it receives pursuant to exercise of the Survivor's
Option to the appropriate Representative. See "Book-Entry System".

A Representative may obtain the forms used to exercise the Survivor's
Option from The Chase Manhattan Bank (National Association), the Trustee, at
4 Chase MetroTech Center, Brooklyn, New York 11245, Attention: Corporate
Trust Administration Division, during normal business hours.

Payment and Paying Agents

Payments of principal, premium, if any, and interest on Notes
represented by a Global Note will be made to the Depository through such
Paying Agent or Paying Agents in The City of New York as the Company may
designate from time to time or by wire transfer to the Depository. See
"Book-Entry System." Payments of principal, premium, if any, and interest
on Certificated Notes will be made upon surrender of such Notes at the office
of such Paying Agent or Paying Agents in The City of New York as the Company
may designate from time to time, except that at the option of the Company,
payment of any interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security
Register.

The principal corporate trust office of The Chase Manhattan Bank
(National Association), located at 4 Chase MetroTech Center, Brooklyn,
New York 11245, has been designated as the Company's sole Paying Agent for
payments with respect to the Notes. The Company may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts, except
that the Company will be required to maintain a Paying Agent in each Place
of Payment for the Notes.

Book-Entry System

The Notes will be issued initially in the form of one or more Global
Notes that will be deposited with, or on behalf of, The Depository Trust
Company, New York, New York ("DTC"), which will act as securities depository
for the Notes. The Notes will be issued as fully-registered securities
registered in the name of Cede & Co. (DTC's partnership nominee). DTC and
any other depository which may replace DTC as depository for the Notes are
sometimes referred to herein as the "Depository."

Upon issuance, all Notes having the same issue date, interest rate,
redemption provisions, provisions for repurchase at the option of the Holder,
stated maturity and other provisions will be represented by one or more
Global Notes. Except under the limited circumstances described below, Notes
represented by Global Notes will not be exchangeable for Certificated Notes.

So long as the Depository, or its nominee, is the registered owner of
a Global Note, such Depository or such nominee, as the case may be, will be
considered the sole registered holder of the individual Notes represented by
such Global Note for all purposes under the Indenture. Payments of principal
of and premium, if any, and any interest on individual Notes represented by
a Global Note will be made to the Depository or its nominee, as the case may
be, as the registered holder of such Global Note. Except as set forth below,
owners of beneficial interests in a Global Note will not be entitled to have
any of the individual Notes represented by such Global Note registered in
their names, will not receive or be entitled to receive physical delivery of
any such Note and will not be considered the registered holder thereof under
the Indenture, including, without limitation, for purposes of consenting to
any amendment thereof or supplement thereto as described in this Prospectus.

The following is based upon information furnished by DTC:

DTC is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC holds securities
that its participants ("Participants") deposit with DTC. DTC also
facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants ("Direct Participants")
include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the NASD.
Access to the DTC system is also available to others such as securities
brokers and dealers, banks and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable
to DTC and its Participants are on file with the Commission.

Purchases of Notes under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Notes
on DTC's records. The ownership interest of each actual purchaser of
each Note ("Beneficial Owner") is in turn to be recorded on the Direct
and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the
Notes are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in
Notes, except in the event that use of the book-entry system for one or
more Notes is discontinued.

To facilitate subsequent transfers, all Global Notes deposited
by Participants with DTC are registered in the name of DTC's
partnership nominee, Cede & Co. The deposit of Global Notes with DTC
and their registration in the name of Cede & Co. effect no change in
beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Notes; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Notes are credited, which
may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their
customers.

Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will
be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to Cede & Co. If less than
all of the Notes are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue
to be redeemed.

Neither DTC nor Cede & Co. will consent or vote with respect
to Notes. Under its usual procedures, DTC mails an Omnibus Proxy to
the Company as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Notes are credited on the record
date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the Notes will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on the
payable date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive
payment on the payable date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name" and will be the
responsibility of such Participant and not of DTC, any Agents, or the
Company, subject to any statutory or regulatory requirements as may be
in effect from time to time. Payment of principal and interest to DTC
is the responsibility of the Company, disbursement of such payments to
Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities
depository with respect to the Notes at any time by giving 90 days'
notice to the Company or the Trustee. Under such circumstances, in the
event that a successor securities depository is not obtained,
Certificated Notes are required to be printed and delivered in exchange
for the Notes represented by the Global Notes held by the DTC. See
"Certificated Notes."

In addition, the Company may decide to discontinue use of the
system of book-entry transfers through DTC (or a successor securities
depository). In that event, Certificated Notes will be printed and
delivered in exchange for the Notes represented by the Global Notes
held by DTC. See "Certificated Notes."

The information in this section concerning DTC and DTC's book-entry
system has been obtained from DTC. The Company believes such information to
be reliable, but the Company takes no responsibility for the accuracy
thereof.

None of the Company, the Agents, the Trustee, any paying agent or the
registrar for the Notes will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Note or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

Certificated Notes

If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company by the
earlier of (i) 90 days from the date the Company receives notice to the
effect that the Depository is unwilling or unable to act, or the Company
determines that the Depository is unable to act or (ii) the effectiveness of
the Depository's resignation or failure to fulfill its duties as Depository,
the Company will issue Certificated Notes in exchange for the Notes
represented by the Global Notes held by the Depository. In addition, the
Company may at any time and in its sole discretion determine not to have
Notes represented by a Global Note and, in such event, will issue individual
Certificated Notes in exchange for the Notes represented by the Global Note.
In either instance, the owner of a beneficial interest in a Note represented
by a Global Note will be entitled to have such Note registered in its name
and will be entitled to physical delivery of such Note in certificated form.
Individual Certificated Notes so issued will be issued in fully registered
form, without coupons, in one or more authorized denominations as described
above under "General."

Certificated Notes will be exchangeable for other Certificated Notes of
any authorized denominations and of a like aggregate principal amount and
tenor.

Certificated Notes may be presented for exchange as provided above, and
may be presented for registration of transfer (duly endorsed, or accompanied
by a duly executed written instrument of transfer), at the office of The
Chase Manhattan Bank (National Association), the Trustee, in The City of
New York, (the "Security Registrar") or at the office of any other transfer
agent designated by the Company for such purpose with respect to the Notes
and referred to in the applicable Pricing Supplement, without service charge
and upon payment of any taxes and other governmental charges as described in
the Indenture. Such transfer or exchange will be effected upon the Security
Registrar or such other transfer agent, as the case may be, being satisfied
with the documents of title and identity of the person making the request.
If a Pricing Supplement refers to any transfer agents (in addition to the
Security Registrar) designated by the Company with respect to the Notes, the
Company may at any time rescind the designation of any such transfer agent
or approve a change in the location through which any such transfer agent
acts, except that the Company will be required to maintain a transfer agent
in each Place of Payment for the Notes. The Company may at any time
designate additional transfer agents with respect to the Notes.

The Company will not be required to (i) issue, register the transfer of
or exchange Certificated Notes during a period beginning at the opening of
business 15 days before the selection of Notes to be redeemed and ending at
the close of business on the day of mailing of the relevant notice of
redemption; or (ii) register the transfer of or exchange any Certificated
Note, or portion thereof, called for redemption, except the unredeemed
portion of any Certificated Note being redeemed in part.

If a Certificated Note is mutilated, destroyed, lost or stolen, it may
be replaced at the corporate trust office or agency of the Trustee in The
City of New York upon payment by the Holder of such expenses as may be
incurred by the Company and the Trustee in connection therewith and the
furnishing of such evidence and indemnity as the Company and the Trustee may
require. Mutilated Notes must be surrendered before new Notes will be
issued.

Certain Restrictive Covenants

The Indenture contains, among others, the covenants described below.
Certain capitalized terms used below are defined herein under the heading
"Certain Definitions."

Limitation on Consolidated Indebtedness. The Indenture provides that
so long as any of the Notes are Outstanding, the Company shall not, and shall
not permit any Restricted Subsidiary to, issue, create, assume, guarantee,
incur or otherwise become liable for (collectively, "issue"), directly or
indirectly, any Indebtedness unless (a) the Consolidated Coverage Ratio of
the Company and its Consolidated Subsidiaries for the four consecutive fiscal
quarters immediately preceding the issuance of such Indebtedness (as shown
by a pro forma consolidated income statement of the Company and its
Consolidated Subsidiaries for the four most recent fiscal quarters ending at
least 30 days prior to the issuance of such Indebtedness after giving effect
to (i) the issuance of such Indebtedness and (if applicable) the application
of the net proceeds thereof to refinance other Indebtedness as if such
Indebtedness was issued at the beginning of the period, (ii) the issuance and
retirement of any other Indebtedness since the first day of the period as if
such Indebtedness was issued or retired at the beginning of the period and
(iii) the acquisition of any company or business acquired by the Company or
any Subsidiary of the Company since the first day of the period (including
giving effect to the pro forma historical earnings of such company or
business), including any acquisition which will be consummated
contemporaneously with the issuance of such Indebtedness, as if in each case
such acquisition occurred at the beginning of the period) exceeds a ratio of
1.6 to 1.0 and (b) immediately after giving effect to the issuance of such
Indebtedness and (if applicable) the application of the net proceeds thereof
to refinance other Indebtedness, the Consolidated Leverage Ratio shall not
exceed a ratio of 0.75 to 1.0.

The foregoing limitation is subject to exceptions for certain revolving
Indebtedness to banks provided that the aggregate outstanding principal
amount of such revolving Indebtedness shall not exceed $450,000,000,
Indebtedness outstanding on the date of the original Indenture, certain
refinancings and Indebtedness of the Company to a Subsidiary or by a
Subsidiary to the Company.

Limitation upon Restricted Payments. The Indenture provides that, so
long as any of the Notes are Outstanding and are rated below BBB-by Standard
& Poor's or by Duff & Phelps, the Company will not, and will not permit any
of its Restricted Subsidiaries, directly or indirectly, to, (i) declare or
pay any dividend or make any distribution on the Capital Stock of the Company
to the direct or indirect holders of the Company's Capital Stock (except
dividends or distributions payable solely in Non-Convertible Capital Stock
of the Company or in options, warrants or other rights to purchase such Non-
Convertible Capital Stock and except dividends or distributions payable to
the Company or a Subsidiary) or (ii) purchase, redeem or otherwise acquire
or retire for value any Capital Stock of the Company (any such dividend,
distribution, purchase, redemption, repurchase, other acquisition or
retirement, being hereinafter referred to as a "Restricted Payment") if at
any time the Company or such Subsidiary makes such Restricted Payment:
(1) an Event of Default, or an event that with the lapse of time or the
giving of notice or both would constitute an Event of Default, shall have
occurred and be continuing (or would result therefrom); or (2) the aggregate
amount of such Restricted Payment and all other Restricted Payments made
since September 30, 1993, would exceed the sum of: (a) $120,000,000 plus
100% of Consolidated Net Income from September 30, 1993 to the end of the
most recent fiscal quarter ending at least 45 days prior to the date of such
Restricted Payment (or, in case such sum shall be a deficit, minus 100% of
the deficit) and (b) the aggregate Net Proceeds received by the Company from
the issue or sale of or contribution with respect to its Capital Stock after
September 30, 1993.

The foregoing provisions will not prohibit: (i) dividends or other
distributions paid in respect of any class of Capital Stock issued by the
Company in connection with the acquisition of any business or assets by the
Company or a Restricted Subsidiary where the dividends or other distributions
with respect to such Capital Stock are payable solely from the net earnings
of such business or assets; (ii) any purchase or redemption of Capital Stock
of the Company made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Capital Stock of the Company (other than
Redeemable Stock or Exchangeable Stock); (iii) dividends paid within 60 days
after the date of declaration thereof if at such date of declaration such
dividends would have complied with this covenant; or (iv) payments pursuant
to the Tax Sharing Agreement.

Limitations on Certain Liens. The Indenture provides that so long as
any of the Notes are outstanding, the Company shall not create, incur, assume
or suffer to exist any lien, mortgage, pledge, security interest, conditional
sale, title retention agreement or other charge or encumbrance of any kind
intended to or having the effect of conferring upon a creditor of the Company
or any Subsidiary of the Company a preferential interest upon or with respect
to the Capital Stock of Consumers, Enterprises or CMS NOMECO Oil & Gas Co.
("NOMECO") without making effective provision whereby the Notes shall be (so
long as such creditor shall be so secured) equally and ratably secured. The
foregoing does not apply to (a) Liens securing Indebtedness of the Company,
provided that on the date such Liens are created, and after giving effect to
such Indebtedness, the aggregate principal amount at maturity of all of the
secured Indebtedness of the Company shall not exceed 10% of Consolidated
Assets on such date or (b) certain liens for taxes, pledges to secure
workman's compensation, other statutory obligations and certain support
obligations not to exceed $30 million at any one time outstanding, certain
materialmen's, mechanic's and similar liens and certain purchase money liens.

The foregoing limitations regarding Consolidated Indebtedness,
Restricted Payments and Liens do not apply to Consumers, the Company's
largest Subsidiary. In addition, they do not currently limit transactions
by any of the Company's other Subsidiaries because none of such Subsidiaries
would currently fall under the definition of Restricted Subsidiaries.

Limitation on Transactions with Affiliates. The Indenture provides
that so long as any of the Notes are Outstanding, the Company may not,
directly or indirectly, conduct any business or enter into any transaction
or series of related transactions (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with an Affiliate
unless the terms of such business, transaction or series of transactions are
as favorable to the Company as terms that could be obtainable at the time for
a comparable transaction or series of related transactions in arm's-length
dealings with an unrelated third person. This covenant shall not apply to
(i) any compensation paid to officers and directors of the Company which has
been approved by the Board of Directors of the Company or (ii) loans to the
Company or an Affiliate pursuant to a global cash management program, which
loans mature within one year from the date thereof.

Limitation on Consolidation, Merger, Sale or Conveyance. The Indenture
provides that so long as any of the Notes are Outstanding the Company shall
not consolidate with or merge into any other person or sell, lease or convey
its property as an entirety or substantially as an entirety unless, upon any
such consolidation, merger, sale, lease or conveyance, and after giving
effect thereto, (i) the person formed by such consolidation or into which the
Company shall have been merged or which shall have acquired such property
(the "Continuing Entity") shall be a corporation and shall have expressly
assumed all of the Company's obligations under the Notes and the Indenture,
(ii) no Event of Default, or an event that, with the lapse of time or the
giving of notice or both, would become an Event of Default under the
Indenture shall have happened and be continuing, (iii) the Consolidated Net
Worth of the Continuing Entity shall be at least equal to the Consolidated
Net Worth of the Company immediately prior to the transaction and (iv) the
Continuing Entity would be entitled to incur at least $1 of additional
Indebtedness (other than revolving Indebtedness to banks) without violating
the restriction set forth in "-- Limitations on Consolidated Indebtedness"
above.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in
the Indenture. Reference is made thereto for the full definition of all such
terms, as well as any other terms used herein for which no definition is
provided.

"Affiliate" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control" when used with respect to any specified person means the power to
direct or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

"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.

"Capital Lease Obligations" 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
interest in (however designated) corporate stock, including any Preferred
Stock.

"Consolidated Assets" means, at any date of determination, the
aggregate assets of the Company and its Consolidated Subsidiaries determined
on a consolidated basis in accordance with generally accepted accounting
principles.

"Consolidated Capital" means, at any date of determination, the sum of
(a) Consolidated Indebtedness, (b) consolidated equity of the common
stockholders of the Company and the Consolidated Subsidiaries,
(c) consolidated equity of the preference stockholders of the Company and the
Consolidated Subsidiaries and (d) consolidated equity of the preferred
stockholders of the Company and the Consolidated Subsidiaries, in each case,
determined at such date 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 Indebtedness" means, without duplication, at any date of
determination, the sum of the aggregate Indebtedness of the Company plus the
aggregate debt (as such term is construed in accordance with generally
accepted accounting principles) of the Consolidated Subsidiaries.

"Consolidated Interest Expense" means, for any period, the total
interest expense in respect of Indebtedness of the Company and its
Consolidated Subsidiaries, including, without duplication, (i) interest
expense attributable to capital leases, (ii) amortization of debt 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 Company or any Consolidated Subsidiaries under clause
(v) or (vi) of the definition of Indebtedness, provided, however, that
Consolidated Interest Expense shall exclude any costs otherwise included in
interest expense recognized on early retirement of debt.

"Consolidated Leverage Ratio" means, at any date of determination, the
ratio of Consolidated Indebtedness to Consolidated Capital.

"Consolidated Net Income" means, for any period, the net income of the
Company 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 Company'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
Company or a Consolidated Subsidiary as a dividend or other distribution and
(B) the Company'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 Company or a Subsidiary in a pooling of
interests transaction for any period prior to the date of such acquisition;
and (iii) any gain or loss realized upon the sale or other disposition of any
property, plant or equipment of the Company 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.

"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 state 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 Company in
accordance with generally accepted accounting principles.

"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 nor Redeemable Stock).

"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; (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 or any letter of credit,
banker's acceptance or similar credit transaction (other than obligations
with respect to letters of credit securing obligations (other than
obligations described in (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) 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) of the 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.

"Interest Rate Protection Agreement" means any interest rate swap
agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect the Company or any Subsidiary against
fluctuations in interest rates.

"Lien" means any lien, mortgage, pledge, security interest, conditional
sale, title retention agreement or other charge or encumbrance of any kind.

"Net Proceeds" means, 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 Company, net of attorneys' fees, accountants'
fees, underwriters' or placement agents' fees, discounts or commissions and
brokerage, consultant and other fees actually 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.

"Operating Cash Flow" means for any period, with respect to the Company
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, any noncash amortization of debt
issuance costs, any nonrecurring, noncash charges to earnings and any
negative accretion recognition.

"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

"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.

"Redeemable Stock" means any Capital Stock that by its terms or
otherwise is required to be redeemed prior to the first anniversary of the
Maturity of any Outstanding Notes or is redeemable at the option of the
holder thereof at any time prior to the first anniversary of the Maturity of
any Outstanding Notes.

"Restricted Subsidiary" means any Subsidiary (other than Consumers and
its subsidiaries) of the Company which at the time of determination had
assets which, as of the date of the Company's most recent quarterly
consolidated balance sheet, constituted at least 10% of the total
Consolidated Assets of the Company and its Consolidated Subsidiaries and any
other Subsidiary which from time to time is designated a Restricted
Subsidiary by the Board of Directors of the Company, provided that no
Subsidiary may be designated a Restricted Subsidiary if, immediately after
giving effect thereto, an Event of Default, or an event that, with the lapse
of time or the giving of notice or both, would constitute an Event of
Default, would exist or the Company and its Restricted Subsidiaries could not
incur at least $1 of additional Indebtedness under the restriction set forth
under "-- Limitations on Consolidated Indebtedness" above 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 Company or a Restricted Subsidiary; (iii) such Restricted Subsidiary must
be a Consolidated Subsidiary; and (iv) such Subsidiary must not therefore
have been designated as a Restricted Subsidiary.

"Subsidiary" means any corporation of which more than 50% of the
outstanding Voting Stock is at the time directly or indirectly owned by the
parent company and/or one or more companies which are themselves subsidiaries
of such parent company. "Subsidiary" means a subsidiary of the Company.

"Tax Sharing Agreement" means the Agreement for the Allocation of
Income Tax Liabilities and Benefits, dated as of January 1, 1990, as amended
or supplemented from time to time, by and among the Company, each of the
members of the Consolidated Group (as defined therein), and each of the
corporations that become members of the Consolidated Group.

"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).

Events of Default

The following will be Events of Default under the Indenture with
respect to the Notes: (a) default in the payment of interest upon any Note
when such interest becomes due and payable and continuance of such default
for 30 days; (b) default in the payment of all or any part of the principal
of (or premium, if any, on) any Note when it becomes due and payable at its
Maturity; (c) default in the performance of any covenants of the Company in
the Indenture, continued for 60 days after written notice as provided in the
Indenture; (d) a default or event of default in respect of any Indebtedness
of the Company shall occur which results in the acceleration of $25,000,000
or more of the principal amount of such Indebtedness or Indebtedness of the
Company in excess of $25,000,000 shall not be paid at maturity thereof, which
default shall not have been waived by the holder or holders of such
Indebtedness within 30 days of such default; (e) entry of final judgments
against the Company aggregating in excess of $25,000,000 which remain
undischarged or unbonded for a period (during which execution shall not be
effectively stayed) of 60 days; (f) certain events in bankruptcy, insolvency
or reorganization involving the Company. Subject to the provisions of the
Indenture relating to the duties of the Trustee in case an Event of Default
shall occur and be continuing, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request or
direction of any of the Holders of Notes, unless such Holders shall have
offered to the Trustee reasonable indemnity.

If an Event of Default with respect to the Notes shall occur and be
continuing, (i) either the Trustee or the Holders of at least a majority in
aggregate principal amount of the Outstanding Notes may accelerate the
maturity of the Outstanding Notes and (ii) the Holders of not less than a
majority of the aggregate outstanding principal amount of the Outstanding
Notes, may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee; provided, however, that after any such
acceleration, but before a judgment or decree for payment of the money due
has been obtained, the Holders of not less than a majority in aggregate
principal amount of Outstanding Notes may, under certain circumstances,
rescind and annul such acceleration and its consequences if all Events of
Default, other than the non-payment of accelerated principal, have been cured
or waived as provided in the Indenture. For information as to waiver of
defaults, see "Modification of the Indenture."

No Holder of any 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 and unless also the holders of at least 25% in
aggregate principal amount of the Outstanding Notes shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in aggregate principal amount of the Outstanding Notes
a direction inconsistent with such request and shall have failed to institute
such proceeding within 60 days. However, such limitations do not apply to
a suit instituted by a Holder of a Note for the enforcement of payment of the
principal of or interest on such Note on or after the respective due dates
expressed in such Note.

The Company will be required to furnish to the Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance.

Modification of the Indenture

Modification and amendment of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of not less than a majority
in aggregate principal amount of the Outstanding Securities affected thereby,
provided that no such modification or amendment may, without the consent of
the Holder of each Outstanding Security affected thereby, (a) change the
Stated Maturity of the principal of, or any installment of principal or
interest on, any Outstanding Security, or reduce the principal amount thereof
or rate of interest thereon, or change the Redemption Price applicable to any
Security; (b) change the place or currency of payment of principal of or
premium, if any, or interest on any Security; (c) impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity (or in the case of redemption or repayment at the option of the
Holder, on or after the Redemption Date or Repayment Date) thereof;
(d) reduce the above-stated percentage of Outstanding Securities necessary
to modify or amend the Indenture or the consent of whose Holders is required
for any waiver or reduce the percentage required for quorum or voting; or
(e) modify the foregoing requirements. The Holders of at least a majority
in aggregate principal amount of the Outstanding Securities of a series may
waive past defaults with respect to such series except payment defaults and
the Holders of at least a majority in aggregate principal amount of all
Outstanding Securities may waive compliance by the Company with certain
covenants.

Modification and amendment of the Indenture may be made by the Company
and the Trustee without the consent of any Holder, for any of the following
purposes: (a) to evidence the succession of another corporation to the
Company; (b) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities; (c) to add additional Events of
Default for the benefit of the Holders of all or any series of Securities;
(d) to change any provision of the Indenture to facilitate the issuance of
Securities in bearer form; (e) to change or eliminate any provision of the
Indenture, provided no Security Outstanding of any series is entitled to the
benefit of such provision; (f) to secure the Securities; (g) to establish the
form or terms of Securities; (h) to provide for the acceptance of appointment
by a successor Trustee; (i) to cure any ambiguity, defect or inconsistency
in the Indenture provided such action does not adversely affect the interests
of Holders of Securities or (j) to supplement provisions of the Indenture to
permit or facilitate the defeasance or discharge of a series of Securities
provided that such action shall not adversely affect the interests of Holders
of Securities of such Series.

Defeasance, Covenant Defeasance and Discharge

The Indenture provides that the Company may elect (A) to defease and be
discharged from all of its obligations with respect to the Securities or any
series thereof (except for the obligations to register the transfer or
exchange of such Securities, to replace temporary or mutilated, destroyed,
lost or stolen Securities, to maintain an office or agency in respect of such
Securities, to hold monies for repayment in trust and certain other
obligations), and that the provisions of the Indenture will no longer be in
effect with respect to such Securities (except as aforesaid) ("defeasance")
or (B) to be released from its covenants set forth in the Indenture with
respect to, among other things, limitation on Consolidated Indebtedness,
limitation on Restricted Payments, limitation on transactions with
Affiliates, limitation on Liens, limitation on consolidation, merger, sale
or conveyance, repurchase obligations on Change in Control, ("covenant
defeasance") with respect to such Securities, upon in the case of (A) or (B)
the deposit with the Trustee (or other qualifying trustee), in trust for such
purpose, of money and/or U.S. Government Obligations which, without any
reinvestment, but through the scheduled payment of principal and interest in
accordance with their terms, will provide money in an amount sufficient to
pay the principal of (and premium, if any) and interest on the Notes on the
scheduled due dates therefor. Such a trust may only be established, if,
among other things, (x) such defeasance or covenant defeasance will not
result (whether immediately or with notice or lapse of time or both) in a
breach or violation of, or constitute a default under, any material agreement
to which the Company is party or by which it is bound and (y) the Company has
delivered to the Trustee an Opinion of Counsel (as specified in the
Indenture) to the effect that the Holders of such Securities will not
recognize income, gain or loss for federal income tax purposes as a result
of such defeasance or covenant defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance or covenant defeasance had not
occurred. Such Opinion of Counsel, in the case of defeasance under clause
(A) above, must refer to and be based upon a ruling of the Internal Revenue
Service or a change in applicable federal income tax law occurring after the
date of the Indenture.

In the event the Company exercises its option to effect a covenant
defeasance with respect to the Securities of any series as described in the
preceding paragraph and such Securities of such series are declared due and
payable because of the occurrence of any Event of Default (other than an
Event of Default caused by failure to comply with the covenants that are
defeased), and the amount of money and U.S. Government Obligations on deposit
with the Trustee would be insufficient to pay amounts due on the Securities
of such series at the time of the acceleration resulting from such Event of
Default, the Company will remain liable for such payments.

The Company may obtain a discharge of the Indenture with respect to all
Securities then Outstanding (except for certain obligations to register the
transfer or exchange of such Securities, to replace temporary or mutilated,
destroyed, lost or stolen Securities, to maintain an office or agency in
respect of such Securities, to hold monies for repayment in trust and certain
other obligations) when all Securities theretofore authenticated and
delivered have, with certain exceptions, been delivered to the Trustee for
cancellation or by irrevocably depositing in trust with the Trustee money,
and/or U.S. Government Obligations which, without any reinvestment but
through the scheduled payment of principal and interest in accordance with
their terms, will provide money in an amount sufficient to pay all the
principal of (and premium, if any) and interest on the Securities on the
Stated Maturities or redemption dates thereof, provided that such Securities
are by their terms due and payable, or are to be called for redemption,
within one year and the Company has delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such
discharge and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
discharge had not occurred.

The Trustee Under the Indenture

The Chase Manhattan Bank (National Association) is the Trustee under
the Indenture. The Company maintains banking and borrowing relations with
The Chase Manhattan Bank (National Association).

PLAN OF DISTRIBUTION

Subject to the terms and conditions set forth in a distribution
agreement (the "Distribution Agreement") among the Company and the Agents,
offers to purchase the Notes are being solicited from time to time by the
Agents on behalf of the Company, and the Notes may be offered on a continuous
basis by the Company through the Agents. Each Agent has agreed to use its
reasonable best efforts to solicit purchases of the Notes. Following such
solicitation, the Agents, severally and not jointly, may purchase Notes from
the Company, for their own account, from time to time. Notes acquired by any
Agent will be offered either directly to the public or to certain dealers
that will then reoffer the Notes to the public. Sales by an Agent to any
dealer will be made pursuant to an agreement between such Agent and dealer
(each a "Dealer Agreement").

A Pricing Supplement with respect to each offering of Notes by the
Company will set forth, among other things, the name of each Agent
participating in the distribution of such Notes, the price to public of such
Notes and the proceeds to the Company from such sale, any underwriting
discounts or commissions and other items constituting Agent's compensation,
and any discounts or concessions allowed, reallowed or paid to dealers.
After any initial public offering of Notes pursuant to a Pricing Supplement,
the price to the public of such Notes, and the related underwriting discount
and selling concession, may be changed.

The Agents have advised the Company that all initial offers by the
Agents and by any dealers, unless otherwise set forth in the applicable
Pricing Supplement, are proposed to be made at prices equal to 100% of the
principal amount of the Notes being sold, less, in the case of an offer by
an Agent to a dealer, a price concession not in excess of the amount set
forth in the applicable Pricing Supplement. Offers and sales by Agents or
dealers subsequent to the initial offering may be at varying prices
determined at the time of sale.

The Notes will not be listed on any securities exchange and will not be
traded, when issued, on any other established trading market. Any Agent may
make a market in the Notes, but no Agent is obligated to do so. Any market-
making so undertaken may be discontinued at any time without notice. There
can thus be no assurance that a secondary market for the Notes will exist or
as to the liquidity or continuation of any such market. Moreover, the
Company reserves the right to withdraw, cancel or modify the offer made
hereby at any time without notice, and any such withdrawal, cancellation or
modification also may adversely affect the liquidity of the Notes.

The Distribution Agreement provides, and the terms of each Dealer
Agreement will provide, that the obligations of any Agent or dealer to
purchase Notes will be subject to certain conditions precedent. The nature
of the Agent's obligations under the Distribution Agreement is such that an
Agent will be obligated to purchase all of the Notes offered by any Pricing
Supplement naming such Agent if any of such Notes are purchased. The
Company, or any Agent with respect to itself, may terminate the Distribution
Agreement at any time upon written notice.

The Company has agreed to indemnify the Agents against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"), or to contribute to payments that the Agents
may be required to make in respect thereof.

LEGAL OPINIONS

Opinions as to the legality of the Notes will be rendered for
CMS Energy by Denise M. Sturdy, Assistant General Counsel for CMS Energy.
Certain legal matters with respect to the Notes will be passed upon by Reid
& Priest LLP, New York, N.Y., counsel for the Agents.

EXPERTS

The consolidated financial statements and schedules of CMS Energy as of
December 31, 1995 and 1994, and for each of the three years in the period
ended December 31, 1995 incorporated by reference in this Prospectus, have
been audited by Arthur Andersen LLP (formerly Arthur Andersen & Co.),
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.

With respect to the unaudited interim consolidated financial
information for the periods ended March 31, 1995 and 1994, and June 30, 1995
and 1994 and September 30, 1995 and 1994, incorporated by reference in this
Prospectus, Arthur Andersen LLP has applied limited procedures in accordance
with professional standards for a review of such information. However, their
separate report thereon states that they did not audit and they did not
express an opinion on that interim consolidated financial information.
Accordingly, the degree of reliance on their report on that information
should be restricted in light of the limited nature of the review procedures
applied. In addition, the accountants are not subject to the liability
provisions of Section 11 of the Securities Act, for their report on the
unaudited interim consolidated financial information because that report is
not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the
Securities Act.

Future consolidated financial statements of CMS Energy and the reports
thereon of Arthur Andersen LLP also will be incorporated by reference in this
Prospectus in reliance upon the authority of that firm as experts in giving
those reports to the extent that said firm has audited said consolidated
financial statements and consented to the use of their reports thereon.
<PAGE>
<PAGE>

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

No dealer, salesperson or other
individual has been authorized to give any
information or to make any representations
other than those contained in this
Prospectus or any Pricing Supplement in
connection with the offerings covered by $125,000,000
this Prospectus and any Pricing
Supplement and, if given or made, such
information or representations must not
be relied upon as having been authorized
by the Company or the Agents. Neither CMS ENERGY
this Prospectus nor any Pricing Supplement CORPORATION
constitutes an offer to sell, or a
solicitation of an offer to buy, the GENERAL TERM NOTES
securities to which this Prospectus and (registered trademark),
any Pricing Supplement relate in any
jurisdiction where or to any person to SERIES B
whom it is unlawful to make such offer
or solicitation. Neither the delivery of
this Prospectus or any Pricing Supplement
nor any sale made hereunder shall under
any circumstances create an implication
that there has not been any change in the
facts set forth in this Prospectus or in
the affairs of the Company since the date
hereof.

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

TABLE OF CONTENTS PROSPECTUS
_____________, 1996
Page

Available Information . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . 2 ------------
Prospectus Summary . . . . . . . . 4
The Company . . . . . . . . . . . . 8
Use of Proceeds . . . . . . . . . . 8 J.W. Korth & Company
Ratio of Earnings to Fixed
Charges . . . . . . . . . . . . . 9
Description of General Term Notes
(registered trademark) . . . . . 9
Plan of Distribution . . . . . . .26
Legal Opinions . . . . . . . . . .27
Experts . . . . . . . . . . . . .27

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

<PAGE>
<PAGE> II-1

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Estimated
Amount

Filing fee - Securities and Exchange Commission . . . $ 43,104
Services of Trustee (including counsel) . . . . . . . 15,000
Printing . . . . . . . . . . . . . . . . . . . . . . 15,000
Rating Agency fee . . . . . . . . . . . . . . . . . . 40,000
Services of counsel . . . . . . . . . . . . . . . . . 40,000
Services of independent public accountants,
Arthur Anderson & Co . . . . . . . . . . . . . . . 10,000
Blue Sky fees and expenses . . . . . . . . . . . . . 6,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . 15,396
Total: $185,000

Item 15. Indemnification of Directors and Officers.

The following resolution was adopted by the Board of Directors
of CMS Energy on May 6, 1987:

RESOLVED: That effective March 1, 1987 the Corporation shall
indemnify to the full extent permitted by law every person (including
the estate, heirs and legal representatives of such person in the
event of the decease, incompetency, insolvency or bankruptcy of such
person) who is or was a director, officer, partner, trustee, employee
or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against all liability, costs, expenses, including
attorneys' fees, judgments, penalties, fines and amounts paid in
settlement, incurred by or imposed upon the person in connection with
or resulting from any claim or any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative,
investigative or of whatever nature, arising from the person's
service or capacity as, or by reason of the fact that the person is
or was, a director, officer, partner, trustee, employee or agent of
the Corporation or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise. Such right of indemnification shall not be deemed
exclusive of any other rights to which the person may be entitled
under statute, bylaw, agreement, vote of shareholders or otherwise.

CMS Energy's Bylaws provide:

The Corporation may purchase and maintain liability insurance, to the
full extent permitted by law, on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such
person in any such capacity.

Article VIII of the Articles of Incorporation reads:

A director shall not be personally liable to the Corporation
or its shareholders for monetary damages for breach of duty as a director
except (i) for a breach of the director's duty of loyalty to the Corporation
or its shareholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) for a
violation of Section 551(1) of the Michigan Business Corporation Act, and
(iv) any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article IX, and no modification
to its provisions by law, shall apply to, or have any effect upon, the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment, repeal or modification.

Article IX of the Articles of Incorporation reads:

Each director and each officer of the Corporation shall be
indemnified by the Corporation to the fullest extent permitted by law against
expenses (including attorneys' fees), judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred by him or her in
connection with the defense of any proceeding in which he or she was or is
a party or is threatened to be made a party by reason of being or having been
a director or an officer of the Corporation. Such right of indemnification
is not exclusive of any other rights to which such director or officer may
be entitled under any now or hereafter existing statute, any other provision
of these Articles, bylaw, agreement, vote of shareholders or otherwise. If
the Business Corporation Act of the State of Michigan is amended after
approval by the shareholders of this Article IX to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Business Corporation Act of the State of
Michigan, as so amended. Any repeal or modification of this Article IX by
the shareholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.

Sections 561 through 571 of the Michigan Business Corporation Act provides
as follows:

Sec. 561. A corporation has the power to indemnify a person
who was or is a party or is threatened to be made a party to a threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal, other than
an action by or in the right of the corporation, by reason of the fact that
he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, or other
enterprise, whether for profit or not, against expenses, including attorneys'
fees, judgments, penalties, fines, and amounts paid in settlement actually
and reasonably incurred by him or her in connection with such action, suit,
or proceeding, if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders, and with respect to any criminal action or
proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful. The termination of an action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, does not, of itself, create a presumption that the person
did not act in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders, and, with respect to a criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

Sec. 562. A corporation has the power to indemnify a person
who was or is a party or is threatened to be made a party to a threatened,
pending, or completed action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he or she is
or was a director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise, whether
for profit or not, against expenses, including attorneys' fees, and amounts
paid in settlement actually and reasonably incurred by the person in
connection with the action or suit, if the person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders. Indemnification shall not
be made for a claim, issue, or matter in which the person has been found
liable to the corporation except to the extent authorized in section 564c.

Sec. 563. To the extent that a director, officer, employee,
or agent of a corporation has been successful on the merits or otherwise in
defense of an action, suit, or proceeding referred to in section 561 or 562,
or in defense of a claim, issue, or matter in the action, suit, or
proceeding, he or she shall be indemnified against actual and reasonable
expenses, including attorneys' fees, incurred by him or her in connection
with the action, suit, or proceeding and an action, suit, or proceeding
brought to enforce the mandatory indemnification provided in this section.

Section 564a. (1) An indemnification under section 561 or 562,
unless ordered by the court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee, or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
sections 561 and 562 and upon an evaluation of the reasonableness of expenses
and amounts paid in settlement. This determination and evaluation shall be
made in any of the following ways:

(a) By a majority vote of a quorum of the board consisting
of directors who are not parties or threatened to be made parties to the
action, suit, or proceeding.

(b) If a quorum cannot be obtained under subdivision (a), by
majority vote of a committee duly designated by the board and consisting
solely of 2 of more directors not at the time parties or threatened to be
made parties to the action, suit, or proceeding.

(i) By the board or its committee in the manner prescribed
in subdivision (a) or (b).

(ii) If a quorum of the board cannot be obtained under
subdivision (a) and a committee cannot be designated under
subdivision (b), by the board.

(d) By all independent directors who are not parties or
threatened to be made parties to the action, suit, or proceeding.

(e) By the shareholders, but shares held by directors,
officers, employees, or agents who are parties or threatened to be made
parties of the action, suit, or proceeding may not be voted.

(2) In the designation of a committee under subsection (1)(b)
or in the selection of independent legal counsel under subsection (1)(c)(ii),
all directors may participate.

(3) If a person is entitled to indemnification under section
561 or 562 for a portion of expenses, including reasonable attorneys' fees,
judgments, penalties, fines, and amounts paid in settlement, but not for the
total amount, the corporation may indemnify the person for the portion of the
expenses, judgments, penalties, fines, or amounts paid in settlement for
which the person is entitled to be indemnified.

Sec. 564b. (1) A corporation may pay or reimburse the
reasonable expenses incurred by a director, officer, employee, or agent who
is a party or threatened to be made a party to an action, suit, or proceeding
in advance of final disposition of the proceeding if all of the following
apply:

(a) The person furnishes the corporation a written
affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct set forth in sections 561 and 562.

(b) The person furnishes the corporation a written
undertaking, executed personally or on his or her behalf, to repay the
advance if it is ultimately determined that he or she did not meet the
standard of conduct.

(c) A determination is made that the facts then known to
those making the determination would not preclude indemnification under this
act.

(2) The undertaking required by subsection (1)(b) must be an
unlimited general obligation of the person but need not be secured.

(3) Determinations and evaluations of payments under this
section shall be made in the manner specified in section 564a.

Section 564c. A director, officer, employee, or agent of the
corporation who is a party or threatened to be made a party to an action,
suit, or proceeding may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction. On receipt of an
application, the court after giving any notice it considers necessary may
order indemnification if it determines that the person is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he or she met the applicable standard of
conduct set forth in sections 561 and 562 or was adjudged liable as described
in section 562, but if he or she was adjudged liable, his or her
indemnification is limited to reasonable expenses incurred.

Sec. 565. (1) The indemnification or advancement of expenses
provided under sections 561 to 564c is not exclusive of other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation, bylaws, or a contract agreement. The
total amount of expenses advanced or indemnified from all sources combined
shall not exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses.

(2) The indemnification provided for in sections 561 to 565
continues as to a person who ceases to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, personal representatives,
and administrators of the person.

Sec. 567. A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, partner, trustee, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him or her and incurred by
him or her in any such capacity or arising out of his or her status as such,
whether or not the corporation would have power to indemnify him or her
against liability under sections 561 to 565.

Sec. 569. For purposes of sections 561 to 567, "corporation"
includes all constituent corporations absorbed in a consolidation or merger
and the resulting or surviving corporation, so that a person who is or was
a director, officer, partner, trustee, employee, or agent of the constituent
corporation or is or was serving at the request of the constituent
corporation as a director, officer, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, or other enterprise
whether for profit or not shall stand in the same position under the
provisions of this section with respect to the resulting or surviving
corporation as the person would if he or she had served the resulting or
surviving corporation in the same capacity.

Sec. 571. For the purposes of sections 561 to 567:

(a) "Fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan.

(b) "Other enterprises" shall include employee benefit plans.

(c) "Serving at the request of the corporation" shall include
any service as a director, officer, employee, or agent of the corporation
which imposes duties on, or involves services by, the director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or its beneficiaries.

(d) A person who acted in good faith and in a manner he or
she reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be considered to have acted
in a manner "not opposed to the best interests of the corporation or its
shareholders or members" as referred to in sections 561 and 562.

Officers and directors are covered within specified monetary
limits by insurance against certain losses arising from claims made by reason
of their being directors or officers of CMS Energy or of CMS Energy's
subsidiaries and CMS Energy's officers and directors are indemnified against
such losses by reason of their being or having been directors of officers of
another corporation, partnership, joint venture, trust or other enterprise
at CMS Energy's request. In addition, CMS Energy has indemnified each of its
present directors by contracts that contain affirmative provisions
essentially similar to those in sections 561 through 571 of the Michigan
Business Corporation Act cited above.

Item 16. Exhibits.

Exhibit No.

(1)(a) - Form of Distribution Agreement.

(3)(a) - Restated Articles of Incorporation of CMS Energy.
(Designated in CMS Energy's Form S-4 dated June 6, 1995,
File No. 1-9513, as Exhibit (3)(i).)

(3)(b) - Copy of the By-Laws of CMS Energy. (Designated in
CMS Energy's Form 10-K for the year ended December 31, 1994,
File No. 1-9513, as Exhibit (3)(b).)

(4)(a)(i) - Indenture dated as of January 15, 1994 between CMS Energy
and The Chase Manhattan Bank National Association, as
Trustee, relating to the Notes. (Designated in CMS Energy's
Form 8-K dated March 29, 1994, File No. 1-9513, as
Exhibit (4)(a).)

(4)(a)(ii) - First Supplemental Indenture dated as of January 20, 1994
between CMS Energy and The Chase Manhattan Bank, National
Association, as Trustee. (Designated in CMS Energy's
Form 8-K dated March 29, 1994, File No. 1-9513, as
Exhibit (4)(b).)

(4)(a)(iii) - Form of Second Supplemental Indenture.

(5) - Opinion of Counsel.

(12) - Statement regarding computation of ratio of earnings to
fixed charges.

(15) - Letter regarding unaudited interim financial information.

(23)(a) - Consent of Counsel is contained in Exhibit 5 hereto.

(23)(b) - Consent of Arthur Andersen LLP.

(24) - Powers of Attorney.

(25) - Form T-1, Statement of Eligibility of Trustee.

Exhibits listed above which have been filed with the
Securities and Exchange Commission are incorporated herein by reference with
the same effect as if filed with this registration statement.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement: (i)
To include any prospectus required by section 10(a)(3) of the Securities Act
of 1933; (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that (i) and (ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15 above, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

(6) That (1) for purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this Registration Statement as of the time it was declared
effective; and (2) for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
_____________________
<PAGE>
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, and State of Michigan,
on the 28th day of February, 1996.

CMS ENERGY CORPORATION

By /s/ A M Wright
-------------------------------------
Alan M. Wright
Senior Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons
in the capacities on the 28th day of February, 1996.

Name

(i) Principal executive officer:

Chairman of the Board
Chief Executive Officer
/s/ William T. McCormick, Jr. and Director
- -------------------------------------------
(William T. McCormick, Jr.)

(ii) Principal financial officer:

Senior Vice President
/s/ A M Wright Chief Financial Officer
- -------------------------------------------
(Alan M. Wright)

(iii) Controller or principal accounting officer:

Senior Vice President,
/s/ P. D. Hopper Planning and Accounting
- -------------------------------------------
(Preston D. Hopper)

* Director
- ---------------------------------
(Victor J. Fryling)

* Director
- ---------------------------------
(James J. Duderstadt)

* Director
- ---------------------------------
(Kathleen R. Flaherty)

* Director
- ---------------------------------
(Earl D. Holton)

* Director
- ---------------------------------
(Lois A. Lund)

* Director
- ---------------------------------
(Frank H. Merlotti)

* Director
- ---------------------------------
(Michael G. Morris)

* Director
- ---------------------------------
(William U. Parfet)

* Director
- ---------------------------------
(Percy A. Pierre)

* Director
- ---------------------------------
(Kenneth Whipple)

* Director
- ---------------------------------
(John B. Yasinsky)

*By /s/ A M Wright
- ---------------------------------
Alan M. Wright
Attorney-in-fact<PAGE>

<PAGE>

EXHIBIT NO. (1)(a)<PAGE>
<PAGE>

EXHIBIT (1)(a)

CMS Energy Corporation

$125,000,000

General Term Notes (registered trademark), Series B
Due From Nine Months to Twenty-Five Years from Date of Issue

FORM OF
DISTRIBUTION AGREEMENT

____________, 1996

J. W. KORTH & COMPANY
29905 Middlebelt Road
Farmington Hills, Michigan 48018

___________________________
___________________________
___________________________

Dear Sirs:

CMS Energy Corporation, a Michigan corporation (the "Company"),
confirms its agreement with each of you (the "Agents") with respect to the
issue and sale by the Company of up to $125,000,000 aggregate principal
amount of its General Term Notes (registered trademark), Series B (the
"Notes"). The Notes are to be issued under an Indenture, dated as of
January 15, 1994 as supplemented by a Second Supplemental Indenture dated
as of __________________ (such Indenture, as so supplemented, the
"Indenture"), between the Company and The Chase Manhattan Bank (National
Association), as trustee (the "Trustee"). The Notes will have the
maturities, annual interest rates, redemption provisions, if any, and
other terms specified in a pricing supplement to the Prospectus referred
to below.

Subject to the terms and conditions stated herein, the Company
hereby (i) appoints each of the Agents as the agent of the Company for the
purpose of soliciting and receiving offers to purchase the Notes and
(ii) agrees that, whenever the Company determines to sell Notes pursuant
to this Agreement, such Notes shall be sold pursuant to a supplemental
agreement between the Company and J. W. Korth & Company (the "Purchasing
Agent") with the Purchasing Agent purchasing such Notes as principal; the
supplemental agreement will also specify the amount of Notes being sold
which have been solicited by each Agent. Each such supplemental agreement
(which shall be either oral, to be confirmed in writing, or written, and
in either case the written confirmation of an oral agreement or the
written supplemental agreement shall be substantially in the

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(registered trademark) Registered servicemark of J. W. Korth & Company<PAGE>
<PAGE> - 2 -

form of Exhibit B hereto and may take the form of an exchange of any
standard form of written telecommunication between the Purchasing Agent
and the Company) is herein referred to as a "Terms Agreement". Any such
Terms Agreement may be signed on behalf of the Company by such persons as
are authorized from time to time by the Board of Directors of the Company
to bind the Company in this regard. Under no circumstances will any Agent
be obligated to purchase, or the Company be obligated to sell, any Notes,
unless a Terms Agreement has been entered into between the Company and the
Purchasing Agent with respect to such Notes.

1. Solicitations by the Agents of Offers To Purchase; Purchases
by the Purchasing Agent of Notes as Principal.

Following the Commencement Date (defined below), the Company shall
notify the Agents from time to time as to the commencement of a period
during which the Notes may be offered and sold by the Agents. On the
basis of the representations and warranties herein contained, but subject
to the terms and conditions herein set forth, the Agents will use their
respective reasonable best efforts to solicit offers to purchase the Notes
upon the terms and conditions set forth in the Prospectus as then amended
and supplemented and as contemplated by the Note Administrative Procedures
attached hereto as Exhibit A ("the Procedures").

The Agents are authorized to solicit orders for the Notes only in
denominations of $1,000 or any amount in excess thereof which is a
multiple of $1,000 and, unless otherwise agreed to by the Company, at a
purchase price equal to 100% of their principal amount. In soliciting
offers to purchase the Notes hereunder, the Agents are acting solely as
agents for the Company, and not as principals. Each Agent shall
communicate to the Company, orally or in writing, each reasonable offer or
indication of interest received by it to purchase Notes. Each Agent shall
have the right to reject, in its discretion reasonably exercised, any
offer received by it to purchase the Notes, in whole or in part, and any
such rejection shall not be deemed a breach of its agreements contained
herein. The Company shall have the right to accept offers to purchase the
Notes and may reject any such offer in whole or in part. The obligations
of the Agents under this Agreement shall be several and not joint.

Each acceptance by the Company of an offer to purchase Notes shall
be in accordance with the terms of this Agreement and a Terms Agreement
which will provide for the sale of such Notes to, and the purchase and
reoffering thereof by, the Purchasing Agent as principal. The commitment
of the Purchasing Agent to purchase Notes pursuant to any Terms Agreement
(and any contemporaneous purchase of Notes by an Agent from the Purchasing
Agent) shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained and shall
be subject to the terms and conditions herein set forth. Each Terms
Agreement shall describe the Notes to be purchased pursuant thereto by the
Purchasing Agent as principal, specify the principal amount of such Notes,
the price to be paid to the Company for such Notes, the rate at which
interest will be paid on the Notes, the date and time of delivery of
payment for such Notes (the "Settlement Date"), whether the Notes provide
for a survivor's option or for optional redemption by the Company and on
what terms and conditions, the place of delivery of the Notes and payment
therefor, the method of payment and any requirements for the delivery of
the opinions of counsel, the certificates from the Company, and the letter
from Arthur Andersen LLP, pursuant to Section 6(B)(b). The Agents may
reallow any portion of the commission payable pursuant hereto to dealers
or purchasers in connection with the offer and sale of any Notes.

The Company agrees to pay to the Purchasing Agent, as consideration
for soliciting the sale of the Notes pursuant to a Terms Agreement, a
commission in the form of a discount equal to a percentage not greater
than 4%, which percentage shall be set forth in the applicable Terms
Agreement, of the principal amount of each Note sold by the Company; the
Purchasing Agent and the other Agent will share such commission in such
proportion as they may agree.

Delivery of the certificates for Notes pursuant to any Terms
Agreement shall be made as agreed to between the Company and the
Purchasing Agent as specified in the Terms Agreement, not later than the
Settlement Date set forth in such Terms Agreement, against payment of
funds to the Company in the net amount due to the Company for such Notes
by the method and in the form specified in the Terms Agreement.

The Agents and the Company agree to perform the respective duties
and obligations specifically provided to be performed by them in the
Procedures. The Procedures may be amended only by written agreement of
the Company and the Agents.

The documents required to be delivered by Section 6 of this
Agreement shall be delivered at the office of Reid & Priest, counsel for
the Agents, 40 West 57th Street, New York, New York 10019, on such date as
may be agreed to by the Company and the Agents (the "Commencement Date").

2. Other Activities of Agents. The Company acknowledges that
nothing in this Agreement shall prohibit any Agent from (i) acting as
broker for the sale of Notes by customers other than the Company,
(ii) soliciting the sale of Notes through such Agent as broker for a
seller, soliciting the sale of Notes to such Agent as principal and
soliciting offers to buy Notes, (iii) purchasing Notes in the secondary
market, and (iv) offering and selling as principal for its own account
Notes which such Agent has purchased.

3. Representations and Warranties. The Company represents and
warrants to, and agrees with, the Agents as of the date hereof, as of the
Commencement Date and as of the times referred to in Section 4(g) hereof
(the Commencement Date and each such time hereinafter sometimes referred
to as a "Representation Date"), that:

(a) A registration statement (File No. ________) in
respect of $125,000,000 aggregate principal amount of debt
securities of the Company, including the Notes, has been filed with
the Securities and Exchange Commission (the "Commission"); such
registration statement and any posteffective amendment thereto,
each in the form heretofore delivered or to be delivered to the
Agents, including all documents incorporated by reference in the
prospectus contained therein, have been declared effective by the
Commission in such form, and no other document with respect to such
registration statement or other document incorporated by reference
therein has heretofore been filed or transmitted for filing with
the Commission; and no stop order suspending the effectiveness of
such registration statement has been issued and no proceeding for
that purpose has been initiated or, to the Company's knowledge,
threatened by the Commission (any preliminary prospectus included
in such registration statement or filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the
Commission under the Securities Act of 1933, as amended (the
"Act"), being hereinafter called a "Preliminary Prospectus"); such
registration statement, as amended at the time it became effective,
including all exhibits thereto and the documents incorporated by
reference therein at the time such registration statement became
effective, being hereinafter called the "Registration Statement";
the prospectus, including any prospectus supplement relating to the
Notes, in the form in which it has most recently been filed, or
transmitted for filing, with the Commission on or prior to the date
of this Agreement, being hereinafter called the "Prospectus"; any
reference herein to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to the applicable form under the Act,
as of the date of such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus, including any supplement
to the Prospectus that sets forth only the terms of a particular
issue of the Notes and the manner of distribution thereof (a
"Pricing Supplement"), shall be deemed to refer to and include any
documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and incorporated by
reference in such Preliminary Prospectus or Prospectus, as the case
may be; any reference to any amendment to the Registration
Statement shall be deemed to refer to and include any annual report
of the Company filed pursuant to Section 13(a) or 15(d) of the
Exchange Act after the effective date of the Registration Statement
that is incorporated by reference in the Registration Statement;
and any reference to the Prospectus as amended or supplemented
shall be deemed to refer to and include the Prospectus as amended
or supplemented (including the applicable Pricing Supplement) in
relation to the Notes sold pursuant to this Agreement, in the form
in which it is filed, or transmitted for filing, with the
Commission pursuant to Rule 424(b) under the Act in accordance with
Section 4(a)(ii) hereof, including any documents incorporated by
reference therein as of the date of such filing or transmission);

(b) The documents incorporated by reference in the
Prospectus, when they were filed with the Commission (or, if an
amendment with respect to any such document was filed, when such
amendment was filed), conformed in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder, and none of
such documents, when they were filed, contained an untrue statement
of a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or supplement
thereto, when such documents are filed with the Commission, will
conform in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regulations of
the Commission thereunder and will not contain an untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in
writing to the Company by an Agent expressly for use in the
Prospectus as amended or supplemented;

(c) The Registration Statement and the Prospectus
conform, and any amendments or supplements to the Registration
Statement or the Prospectus will conform, in all material respects
to the requirements of the Act and the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), and the rules and
regulations of the Commission thereunder, and the Registration
Statement, as of its effective date, and the Prospectus, as of its
filing date, do not, and any amendments or supplements to the
Registration Statement or the Prospectus, will not contain an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they
were made, not misleading; provided, however, that this
representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Agent expressly for use
in the Registration Statement or the Prospectus as amended or
supplemented or any such statements in or omissions from that part
of the Registration Statement that constitutes the Statement of
Eligibility on Form T-1 of the Trustee under the Trust Indenture
Act;

(d) Since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus
there has not been any material adverse change in the business,
properties, financial condition or results of operations of the
Company and its consolidated subsidiaries, taken as a whole,
otherwise than as set forth or contemplated in the Prospectus, as
amended or supplemented;

(e) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Michigan, with corporate power and corporate authority to
own or lease its properties and conduct its business as described
in the Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, in which the failure
to so qualify and be in good standing would materially and
adversely affect the business, financial condition or results of
operations of the Company and its consolidated subsidiaries, taken
as a whole.

(f) The filing of the Registration Statement with respect
to the Notes has, and the issuance and sale of the Notes pursuant
to this Agreement and any Terms Agreement have, been duly
authorized by the Company, and, when Notes are authenticated and
issued pursuant to the Indenture and delivered against payment of
the consideration as specified in this Agreement and any applicable
Terms Agreement, such Notes will have been duly executed, issued
and delivered by the Company and will constitute valid and legally
binding obligations of the Company, enforceable in accordance with
their terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles and
will be entitled to the benefits provided by the Indenture; the
Indenture has been duly authorized, executed and delivered by the
Company and is duly qualified under the Trust Indenture Act and the
Indenture constitutes a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors'
rights and to general equity principles; and the Indenture
conforms, and the Notes will conform, in all material respects, to
the descriptions thereof contained in the Prospectus as amended or
supplemented to relate to each issuance of Notes;

(g) The issue and sale of the Notes and the compliance by
the Company with all of the provisions of the Notes, the Indenture,
this Agreement and any Terms Agreement, and the consummation of the
transactions herein and therein contemplated will not conflict with
or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the
Company or any of its significant subsidiaries (as defined in Rule
405 as promulgated by the Commission under the Act) is a party or
by which the Company or any of its significant subsidiaries is
bound, or to which any of the property or assets of the Company or
any of its significant subsidiaries is subject, that is material to
the business, properties, financial condition or results of
operations of the Company and its consolidated subsidiaries, taken
as a whole, nor will such action result in any violation of the
provisions of the Articles of Incorporation, as amended, or the
By-laws of the Company or any statute or any order, rule or
regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its significant
subsidiaries or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the issue
and sale of the Notes or the consummation by the Company of the
other transactions contemplated by this Agreement or any Terms
Agreement or the Indenture, except such as have been, or will have
been prior to the Commencement Date, obtained under the Act and the
Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or blue sky laws in connection with the solicitation by
any Agent of offers to purchase Notes and with purchases of Notes
by such Agent as principal;

(h) Other than as set forth or contemplated in the
Prospectus, as amended or supplemented, there are no legal or
governmental proceedings pending to which the Company or any of its
significant subsidiaries is a party or of which any property of the
Company or any of its significant subsidiaries is the subject with
respect to which there is a reasonable likelihood of one or more
determinations which would individually or in the aggregate have a
material adverse effect on the business, properties, financial
condition or results of operations of the Company and its
consolidated subsidiaries, taken as a whole; and, to the best of
the Company's knowledge, no such proceedings are threatened by
governmental authorities or others;

(i) The Company is not subject to regulation under the
Investment Company Act of 1940, as amended;

(j) The Company will apply the net proceeds from the sale
of Notes for the purpose set forth in the Prospectus under the
caption "Use of Proceeds";

(k) To the best of the Company's knowledge, Arthur
Andersen LLP, who have audited certain financial statements of the
Company incorporated by reference in the Registration Statement and
the Prospectus, are independent public accountants as required by
the Act and the rules and regulations of the Commission thereunder;

(l) Immediately after the sale of Notes by the Company
hereunder and under any Terms Agreement, the aggregate amount of
Notes which shall have been issued and sold by the Company
hereunder and under any Terms Agreement and of any debt securities
of the Company (other than such Notes) that shall have been issued
and sold pursuant to the Registration Statement will not exceed the
amount of debt securities registered under the Registration
Statement;

(m) Other than as set forth or contemplated in the
Prospectus, as amended or supplemented, the Company owns or
possesses all permits, licenses and other authorizations necessary
to own, lease or use its properties and assets and to conduct its
business in the manner described in the Prospectus, except to the
extent that the failure to own or possess any such permit, license
or other authorization would not have a material adverse effect on
the business, properties, financial condition or results of
operations of the Company and its consolidated subsidiaries, taken
as a whole, and the Company has not received any notice of
proceedings relating to the revocation or modification of any such
permit, license or other authorization which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, might reasonably be expected to have a material adverse
effect upon the business, properties, financial condition or
results of operations of the Company and its consolidated
subsidiaries, taken as a whole;

(n) Other than as set forth in the Prospectus as amended
or supplemented, no event or condition exists that constitutes, or
with the giving of notice or lapse of time or both would
constitute, a default under any bond, debenture, note or other
evidence of indebtedness for money borrowed by the Company or any
of its significant subsidiaries or under any indenture, mortgage,
loan agreement or instrument under which there may be issued or by
which there may be secured or evidenced any indebtedness for money
borrowed by the Company or any of its significant subsidiaries, if
such default would result in such indebtedness in an aggregate
principal amount exceeding $25,000,000 becoming or being declared
due and payable prior to the date on which it would otherwise
become due and payable.

4. Covenants of the Company. The Company agrees with each of
the Agents:

(a) (i) To make no amendment or supplement to the
Registration Statement or the Prospectus after the date of any
Terms Agreement by the Purchasing Agent to purchase Notes as
principal and prior to the related Settlement Date prior to having
afforded each Agent a reasonable opportunity to review and comment
on it and having reasonably considered any such comments; provided
however, that, if any amendment or supplement to the Registration
Statement or the Prospectus shall be transmitted for filing or
filed after the date of any Terms Agreement between the Company and
the Purchasing Agent for the purchase of Notes and prior to the
related Settlement Date, the Purchasing Agent may unilaterally
terminate such Terms Agreement and upon any such termination no
Agent shall have any further obligation under such Terms Agreement;
(ii) to prepare, with respect to any Notes to be sold through or to
such Agent pursuant to this Agreement, a Pricing Supplement with
respect to such Notes in a form previously approved by such Agent
and to file such Pricing Supplement pursuant to Rule 424(b) under
the Act within the applicable time period prescribed for such
filing by such Rule; (iii) to make no amendment or supplement to
the Registration Statement or Prospectus, other than any Pricing
Supplement, at any time prior to having afforded each Agent a
reasonable opportunity to review and promptly comment on it and
having reasonably considered any such comments; (iv) to file timely
all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (all such
reports and proxy or information statements which are so filed and
which have not been subsequently superseded shall be referred to as
the "Incorporated Documents") for so long as the delivery of a
prospectus is required in connection with the offering or sale of
the Notes, and during such period to advise such Agent, promptly
after the Company receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or has
become effective or any amendment or supplement to the Prospectus
(other than any Pricing Supplement that relates to Notes not
purchased through or by such Agent) has been filed with the
Commission, of the issuance by the Commission of any stop order or
of any order preventing or suspending the use of any prospectus
relating to the Notes, of the suspension of the qualification of
the Notes for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose,
or of any request by the Commission for the amendment or supplement
of the Registration Statement or Prospectus or for additional
information; and (v) in the event of the issuance of any such stop
order or of any such order preventing or suspending the use of any
such prospectus or suspending any such qualification, promptly to
use reasonable efforts to obtain its withdrawal;

(b) Promptly from time to time to take such action as the
Agents may reasonably request to qualify such Notes for offering
and sale under the securities laws of such jurisdictions in the
United States as the Agents may reasonably request and to comply
with such laws so as to permit the continuance of sales and
dealings therein in such jurisdictions for as long as may be
necessary to complete the distribution of such Notes, provided that
in connection therewith the Company shall not be required to
qualify as a foreign corporation, to file a general consent to
service of process in any jurisdiction, take any action which would
subject it to general service of process in any jurisdiction where
it is not now subject or file annual reports with such
jurisdictions or comply with any other requirements deemed by the
Company in its reasonable judgment expressed in writing to the
Purchasing Agent to be unduly burdensome; and to inform the Agents
promptly of any notices it may receive from any state securities
agency which limits or will limit any such qualification or
exemption;

(c) To furnish the Agents with copies of the Prospectus
as amended or supplemented, in the form in which it is filed with
the Commission pursuant to Rule 424(b) of the Act, in such
quantities as the Agents may from time to time reasonably request,
and, if the delivery of a prospectus is required at any time in
connection with the offering or sale of any Notes and if at such
time any event shall have occurred as a result of which it is
necessary to further amend or supplement the Prospectus in order
that the Prospectus will not include an untrue statement of a
material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or, if for any other
reason during such period it is necessary to further amend or
supplement the Prospectus or to file under the Exchange Act any
document incorporated by reference in the Prospectus in order to
comply with the Act, the Exchange Act or the Trust Indenture Act,
to notify each Agent and request the Agents, in their capacity as
agents of the Company, to suspend solicitation of offers to
purchase Notes from the Company (and, if so notified, each Agent
shall cease such solicitations as soon as possible, but in any
event not later than one business day later); and if the Company
shall decide to amend or supplement the Registration Statement or
the Prospectus as then amended or supplemented, to so advise the
Agents by telephone (with confirmation in writing) and to prepare
and cause to be filed as soon as practicable with the Commission an
amendment or supplement to the Registration Statement or the
Prospectus as then amended or supplemented that will correct such
statement or omission or effect such compliance; provided, however,
that if during such period an Agent continues to own Notes
purchased from the Company by such Agent as principal or an Agent
is otherwise required to deliver a prospectus in respect of
transactions in the Notes, the Company shall promptly prepare and
file with the Commission such an amendment or supplement;

(d) To make generally available to its security holders
as soon as practicable, but in any event not later than eighteen
months after the effective date of the Registration Statement (as
defined in Rule 158(c) of the Act), an earnings statement of the
Company and its consolidated subsidiaries (which need not be
audited) covering a period of at least 12 months beginning after
the later of (i) the effective date of the Registration Statement,
(ii) the effective date of each post-effective amendment to the
Registration Statement, and (iii) the date of each filing by the
Company with the Commission of an Annual Report on Form 10-K that
is incorporated by reference in the Registration Statement, which
earning statements shall comply with Section 11(a) of the Act and
the rules and regulations of the Commission thereunder (including,
at the option of the Company, Rule 158 of the Act);

(e) So long as any Notes are outstanding, to furnish to
such Agent, without charge, copies of its Annual Report on Form
10-K and other financial reports of the Company furnished or made
available to the public generally, and deliver to such Agent,
(i) as soon as they are available, copies of any Incorporated
Documents; and (ii) such additional publicly available information
concerning the business and financial condition of the Company as
such Agent may from time to time reasonably request;

(f) That, from the date of any Terms Agreement with the
Purchasing Agent and continuing to and including the related
Settlement Date, the Company will not, without the prior written
consent of each Agent, which consent shall not be unreasonably
withheld, issue or announce the proposed issuance of, offer, sell,
contract to sell or otherwise dispose of any debt securities of the
Company which both mature more than 9 months after such Settlement
Date and are substantially similar to the Notes and which are
expected to be distributed on a retail basis in a manner comparable
to that set forth in Exhibit A;

(g) That each execution and delivery by the Company of a
Terms Agreement with the Purchasing Agent shall be deemed to be an
affirmation to each Agent that the representations and warranties
of the Company contained in this Agreement are true and correct as
of the date of such Terms Agreement, as though made at and as of
such date, and an undertaking that such representations and
warranties will be true and correct as of the Settlement Date for
the Notes relating to such sale, as though made at and as of such
date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus,
as amended and supplemented, relating to such Notes);

(h) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a
Pricing Supplement), each time a document filed under the Act or
the Exchange Act is incorporated by reference into the Prospectus
(other than (A) a Current Report pursuant to Section 13 or 15(d) of
the Exchange Act on Form 8-K relating exclusively to the previous
issuance of Notes under the Registration Statement or (B) a
Quarterly Report on Form 10-Q under the Exchange Act, unless, in
the case of clause (B), the Agents shall otherwise request), and
each time the Company sells Notes to the Purchasing Agent as
principal and the applicable Terms Agreement specifies the delivery
of an opinion or opinions by Reid & Priest, counsel to the Agent,
as a condition to the purchase of Notes pursuant to such Terms
Agreement, at the request of such Agent, Reid & Priest shall
furnish to such Agent its written opinion, dated the date of such
amendment, supplement, incorporation or Settlement Date relating to
such sale, as the case may be, in form reasonably satisfactory to
such Agent to the effect that such Agent may rely on the opinion of
such counsel as to the matters referred to in Section 6(A)(c),
which was last furnished to such Agent to the same extent as though
it was dated the date of such letter authorizing reliance (except
that the statements in such last opinion shall be deemed to relate
to the Registration Statement and the Prospectus as amended and
supplemented to such date or, in lieu of such opinion, an opinion
of the same tenor as the opinion of such counsel as to the matters
referred to in Section 6(A)(c), but modified to relate to the
Registration Statement and the Prospectus as amended and
supplemented to such date), and reasonably in advance of the time
that any such opinion is to be delivered the Company shall furnish
to such counsel such papers and information as they may reasonably
request to enable them to pass on such matters;

(i) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a
Pricing Supplement), each time a document filed under the Act or
the Exchange Act is incorporated by reference into the Prospectus
(other than (A) a Current Report pursuant to Section 13 or 15(d) of
the Exchange Act on Form 8-K relating exclusively to the previous
issuance of Notes under the Registration Statement or (B) a
Quarterly Report on Form 10-Q under the Exchange Act, unless, in
the case of clause (B), the Agents shall otherwise request), and
each time the Company sells Notes to the Purchasing Agent as
principal and the applicable Terms Agreement specifies the delivery
of an opinion under this Section 4(i) as a condition to the
purchase of Notes pursuant to such Terms Agreement, the Company
shall furnish or cause to be furnished forthwith to such Agent the
written opinion or opinions of counsel to the Company or such other
counsel for the Company reasonably satisfactory to such Agent,
dated the date of such amendment, supplement, incorporation or
Settlement Date relating to such sale, as the case may be, in form
reasonably satisfactory to such Agent to the effect that such Agent
may rely on the opinion of such counsel as to the matters referred
to in Exhibit C hereof, which was last furnished to such Agent to
the same extent as though it was dated the date of such letter
authorizing reliance (except that the statements in such last
opinion shall be deemed to relate to the Registration Statement and
the Prospectus as amended and supplemented to such date or, in lieu
of such opinion, an opinion of the same tenor as the opinion of
such counsel as to the matters referred to in Exhibit C hereof but
modified to relate to the Registration Statement and the Prospectus
as amended and supplemented to such date);

(j) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a
Pricing Supplement) and each time that a document filed under the
Act or the Exchange Act is incorporated by reference into the
Prospectus (other than (A) a Current Report pursuant to Section 13
or 15(d) of the Exchange Act on Form 8-K relating exclusively to
the previous issuance of Notes under the Registration Statement or
(B) a Quarterly Report on Form 10-Q under the Exchange Act, unless,
in the case of clause (B), the Agents shall otherwise request), in
either case to set forth financial information included in or
derived from the Company's consolidated financial statements or
accounting records, and each time the Company sells Notes to the
Purchasing Agent as principal and the applicable Terms Agreement
specifies the delivery of a letter under this Section 4(j) as a
condition to the purchase of Notes pursuant to such Terms
Agreement, the Company shall cause Arthur Andersen LLP forthwith to
furnish such Agent a letter, dated the date of such amendment,
supplement, incorporation or Settlement Date relating to such sale,
as the case may be, in form reasonably satisfactory to such Agent,
of the same tenor as the letter referred to in Exhibit D hereof but
modified to relate to the Registration Statement and the Prospectus
as amended or supplemented to the date of such letter, with such
changes as may be necessary to reflect changes in the financial
statements and other information derived from the accounting
records of the Company, to the extent such financial statements and
other information are available as of a date not more than five
business days prior to the date of such letter; provided, however,
that, with respect to any financial information or other matter,
such letter may reconfirm as true and correct at such date as
though made at and as of such date, rather than repeat, statements
with respect to such financial information or other matter made in
the letter referred to in Exhibit D hereof which was last furnished
to such Agent; and

(k) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a
Pricing Supplement), each time a document filed under the Act or
the Exchange Act is incorporated by reference into the Prospectus
(other than a Current Report pursuant to Section 13 or 15(d) of the
Exchange Act on Form 8-K relating exclusively to the previous
issuance of Notes under the Registration Statement), and each time
the Company sells Notes to the Purchasing Agent as principal and
the applicable Terms Agreement specifies the delivery of a
certificate under this Section 4(k) as a condition to the purchase
of Notes pursuant to such Terms Agreement, the Company shall
furnish or cause to be furnished forthwith to such Agent a
certificate, dated the date of such supplement, amendment,
incorporation or Settlement Date, as the case may be, in such form
and executed by such officers of the Company as shall be reasonably
satisfactory to such Agent (or, in the case of certificates
delivered pursuant to Section 6(B)(b) hereof, by such other
employees authorized by the Board of Directors of the Company to
execute and deliver such certificates), to the effect that the
statements contained in the certificate referred to in Section 6
hereof which was last furnished to such Agent are true and correct
at such date as though made at and as of such date (except that
such statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to such
date) or, in lieu of such certificate, certificates of the same
tenor as the certificates referred to in said Section 6 but
modified to relate to the Registration Statement and the Prospectus
as amended and supplemented to such date.

5. Payment of Expenses. The Company covenants and agrees with
each Agent that the Company will pay or reimburse all expenses incident to
this Agreement, including the following: (i) the reasonable fees and
expenses of one counsel for the Agents in connection with the
establishment of the program contemplated hereby, the preparation of a
blue sky survey of qualifications and exemptions to offer and sell notes
in the various states in the United States, the District of Colombia,
Puerto Rico and Guam, and any opinions to be rendered by such counsel
hereunder and in connection with the transactions contemplated hereunder;
provided that if this Agreement shall be terminated in accordance with
Section 8 hereof the Company shall not be obligated to reimburse any Agent
for any expenses referred to in this clause incurred after such
termination, unless (A) a Terms Agreement between the Company and the
Purchasing Agent is in effect but the time of delivery to any Agent of the
Note or Notes relating thereto has not occurred or (B) such Agent holds
any Notes for resale, except that in the case of (B) the Company shall not
be obligated to reimburse any Agent for any such expenses incurred after
the earlier of (1) the date on which such Notes are resold and (2) the
expiration of 90 days after the termination of this Agreement in
accordance with Section 8 hereof; (ii) to the extent the Company has
agreed to print any of the following, the cost of printing any Terms
Agreement, any Indenture, any blue sky survey and any other documents in
connection with the offering, purchase, sale and delivery of the Notes;
(iii) all expenses in connection with the qualification of the Notes for
offering and sale under state securities laws as provided in Section 4(b)
hereof, including reasonable fees and disbursements of one counsel for the
Agents in connection with such qualification and in connection with the
blue sky survey, provided that the Company shall not be obligated to
reimburse the Agents for any legal fees referred to in this clause (iii)
in excess of $6,500 for services rendered in connection with the initial
survey preparation and qualifications, or for any such legal fees in
excess of $1,000 per year for services rendered in connection with the
annual renewals of such qualifications in the various jurisdictions;
(iv) any fees charged by securities rating services for rating the Notes;
(v) any filing fees incident to any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Notes; (vi) the cost of preparing the Notes; (vii) the fees and expenses
of any Trustee and any agent of any Trustee and any transfer or paying
agent of the Company and the fees and disbursements of counsel for any
Trustee or such agent in connection with any Indenture and the Notes; and
(viii) taxes (other than transfer taxes on sales by the Agents or Dealers)
in connection with the issuance and delivery of the Notes. Except as
provided in this Section, Section 7 and Section 8 hereof, each Agent shall
pay all other costs and expenses it incurs.

6. Conditions to the Obligations of the Agents. (A) The
obligations of each Agent to solicit offers to purchase the Notes pursuant
to Section 1 hereof will, unless waived by such Agent expressly in
writing, be subject to the accuracy of the representations and warranties
on the part of the Company made herein as of the date hereof and as of the
Commencement Date, to the accuracy of the statements of the Company's
officers made in each certificate furnished pursuant to the provisions
hereof, to the performance and observance by the Company of all covenants
and agreements herein contained on its part to be performed and observed
and to the following additional conditions precedent:

(a) (i) The Prospectus as amended or supplemented
(including the Pricing Supplement) with respect to such Notes shall
have been filed with the Commission pursuant to Rule 424(b) under
the Act within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance
with Section 4(a) hereof; (ii) no stop order suspending the
effectiveness of the Registration Statement shall have been issued
and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and (iii) all requests for additional
information on the part of the Commission shall have been complied
with.

(b) The Company shall have furnished to such Agent an
opinion or opinions of the counsel to the Company, dated the
Commencement Date, substantially to the effect set forth in
Exhibit C hereto. Any of the opinions set forth therein may be
delivered by another counsel for the Company who is reasonably
satisfactory to the Agents.

(c) Such Agent shall have received from Reid & Priest,
counsel for the Agent, an opinion, dated the Commencement Date,
with respect to the issuance and sale of the Notes, the Indenture,
the Registration Statement, as amended as of the Commencement Date,
the Prospectus, as amended and supplemented as of the Commencement
Date, and other related matters as such Agent may reasonably
require; and the Company shall have furnished to such counsel such
documents as they may reasonably request for the purpose of
enabling them to pass on such matters.

(d) The Company shall have furnished to such Agent a
certificate of the Company, signed by any of the Chairman of the
Board, the President or the Chief Financial Officer, dated the
Commencement Date, to the effect that to the best of such person's
knowledge after reasonable investigation:

(i) this Agreement is substantially in the form
presented to and approved by the Board of Directors of the
Company;

(ii) The representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the date of such certificate
with the same effect as if made on the date of such
certificate, and the Company has complied with all the
agreements and satisfied all the conditions on its part to
be performed or satisfied as a condition to the obligations
of such Agent under this Agreement;

(iii) since the date of the most recent financial
statements included or incorporated by reference in the
Prospectus, as amended and supplemented, there has been no
material adverse change in the business, properties,
financial condition or results of operations of the Company
and its consolidated subsidiaries, taken as a whole, other
than those changes reflected in or contemplated by the
Prospectus, as amended and supplemented as of the date of
the certificate;

(iv) no stop order suspending the effectiveness of
the Registration Statement is in effect, and no proceedings
for such purposes are pending before or threatened by the
Commission; and

(v) whether any downgrading shall have occurred in
the rating accorded the Company's debt securities by
Standard & Poor's Corporation ("S&P"), Moody's Investors
Service, Inc. ("Moody's") or Duff & Phelps Credit Rating Co.
("Duff & Phelps") or whether S&P, Moody's or Duff & Phelps
has placed on "credit watch" or "credit review" with
negative implications the Company's debt securities.

(e) Arthur Andersen LLP shall have furnished to such
Agent a letter or letters, dated the Commencement Date, in form and
substance satisfactory to such Agent, confirming that they are
independent public accountants within the meaning of the Act and
the Exchange Act and the respective applicable published rules and
regulations thereunder.

(f) Subsequent to the respective dates as of which
information is given in the Registration Statement and the
Prospectus, as amended and supplemented, there shall not have been
(i) any downgrade or placement on "credit watch" or "credit review"
as described in the certificate referred to in paragraph (A)(d)(v)
of this Section 6 or (ii) any material adverse change in the
business, properties, financial condition or results of operations
of the Company and its consolidated subsidiaries, taken as a whole,
the effect of which, in the reasonable judgment of such Agent after
reasonable inquiry, is to impair the marketability of the Notes.

(g) There shall not have occurred: (i)(A) a suspension
or material limitation in trading in securities generally on the
New York Stock Exchange, (B) a suspension in trading in any
securities of the Company on any exchange or over-the-counter
market, or (C) a general moratorium on commercial banking
activities in New York declared by either Federal or New York State
authorities, if the effect of any such occurrence is such as to
impair, in the reasonable judgment of such Agent, after reasonable
inquiry, the marketability of the Notes; or (ii) the outbreak or
material escalation of hostilities involving the United States or
the declaration by the United States of a national emergency or
war, if the effect of any such occurrence on the financial markets
of the United States is such as to impair, in the reasonable
judgment of such Agent, after reasonable inquiry, the marketability
of the Notes.

(h) The Company shall have furnished to such Agent such
further information, certificates and documents as such Agent may
reasonably request from time to time. Any certificate signed by
any officer of the Company and delivered to such Agent or its
counsel and delivered explicitly pursuant to the terms of this
Agreement shall be deemed a representation and a warranty by the
Company to such Agent as to matters covered thereby, as if set
forth herein.

(B) The obligations of the Purchasing Agent to purchase Notes
pursuant to any Terms Agreement entered into by it pursuant to Section 1
hereof will be subject to the accuracy of the representations and
warranties on the part of the Company herein as of the date of such Terms
Agreement and as of the Settlement Date thereunder, to the accuracy of the
statements of the Company's officers made in each certificate furnished
pursuant to the provisions hereof, to the performance and observance by
the Company of all covenants and agreements contained herein and in such
Terms Agreement on its part to be performed and observed and to the
following additional conditions precedent (which cannot be waived by the
Purchasing Agent in any respect without the consent of each other Agent):

(b) Upon the request of any Agent, such Agent shall have
received, appropriately updated and modified, (i) a certificate of
the Company, dated as of the Settlement Date, to the effect set
forth in Section 6(A)(d), (ii) the opinion or opinions of the
counsel to the Company or such other counsel satisfactory to such
Agent, dated as of the Settlement Date, to the effect set forth in
Section 6(A)(b), (iii) the opinion of Reid & Priest, counsel for
the Agent, dated as of the Settlement Date, to the effect set forth
in Section 6(A)(c) and/or (iv) the letter or letters of Arthur
Andersen LLP, dated as of the Settlement Date, to the effect set
forth in Section 6(A)(e).

(d) Prior to the Settlement Date, the Company shall have
furnished to any Agent such further information, certificates and
documents as such Agent may reasonably request.

If any of the conditions specified in this Section 6(B) shall not have
been fulfilled in all material respects when and as provided in this
Agreement and in such Terms Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement and in such
Terms Agreement shall not be in all material respects reasonably
satisfactory in form and substance to such Agent and its counsel, such
Terms Agreement and all obligations of any Agent thereunder may be
cancelled at, or at any time prior to, the Settlement Date by such Agent.
Notice of such cancellation shall be given to the Company in writing or by
telephone or telegraph confirmed in writing.

7. Indemnification and Contribution. (a) The Company will
indemnify and hold harmless each Agent against any losses, claims, damages
or liabilities, joint or several, to which such Agent may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement, the
Prospectus or any amendment or supplement to any of the foregoing, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each Agent for
any legal or other expenses reasonably incurred by such Agent in
connection with investigating or defending any such action or claim;
provided, however, that the Company shall not be liable to provide any
indemnity hereunder in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
in any Preliminary Prospectus, the Registration Statement, the Prospectus,
or any amendment or supplement to any of the foregoing in reliance upon
and in conformity with written information furnished to the Company by any
Agent expressly for use in any Preliminary Prospectus, the Registration
Statement, the Prospectus or any amendment or supplement to any of the
foregoing and provided further that the Company will not be liable to
provide any indemnity hereunder to any Agent with respect to any loss,
claim, damage or liability arising out of or based upon any untrue
statement or alleged untrue statement or omission or alleged omission to
state a material fact in any Preliminary Prospectus which had been
corrected in the Prospectus as amended or supplemented if the person
asserting any such loss, claim, liability, charge or damage purchased
Notes from an Agent but was not sent or given a copy of the Prospectus as
so amended or supplemented at or prior to the written confirmation of the
sale of such Notes to such person.

(b) Each Agent, severally and not jointly, will indemnify and
hold harmless the Company against any losses, claims, damages or
liabilities to which the Company may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus, or any
amendment or supplement to any of the foregoing, or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Preliminary Prospectus, the
Registration Statement, the Prospectus, or any such amendment or
supplement to any of the foregoing in reliance upon and in conformity with
written information furnished to the Company by such Agent expressly for
use therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim.

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof, enclosing a
copy of all papers served; but the omission to so notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under such subsection unless, and only to
the extent that, such omission results in the forfeiture of substantive
rights or defenses by the indemnifying party. In case any such action
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party
shall assume the defense of any such litigation or proceeding, including
the employment of counsel and the payment of all expenses. Any
indemnified party shall have the right to participate in such litigation
or proceeding and to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any
such proceeding (including any impleaded parties) include (x) the
indemnifying party and (y) the indemnified party and, in the written
opinion of counsel to such indemnified party, representation of both
parties by the same counsel would be inappropriate due to actual or likely
conflicts of interest between them, in either of which cases the
reasonable fees and expenses of counsel (including disbursements) for such
indemnified party shall be reimbursed by the indemnifying party to the
indemnified party. If there is a conflict as described in clause (ii)
above, and the indemnified parties have participated in the litigation or
proceeding utilizing separate counsel whose fees and expenses have been
reimbursed by the indemnifying party and the indemnified parties, or any
of them, are found to be solely liable, such indemnified parties shall
repay to the indemnifying party such fees and expenses of such separate
counsel as the indemnifying party shall have reimbursed. It is understood
that the indemnifying party shall not, in connection with any litigation
or proceeding or related litigation or proceedings in the same
jurisdiction as to which the indemnified parties are entitled to such
separate representation, be liable under this Agreement for the reasonable
fees and out-of-pocket expenses of more than one separate firm (together
with not more than one appropriate local counsel) for all such indemnified
parties. Subject to the next paragraph, all such fees and expenses shall
be reimbursed by payment to the indemnified parties of such reasonable
fees and expenses of counsel promptly after payment thereof by the
indemnified parties. Such counsel shall be designated in writing by such
Agent in the case of parties indemnified pursuant to Section 7(b) and by
the Company in the case of parties indemnified pursuant to Section 7(a).
An indemnifying party will not be liable for any settlement or any action
or claim effected without its written consent (which consent will not be
unreasonably withheld).

In furtherance of the requirement above that fees and
expenses of any separate counsel for the indemnified parties shall be
reasonable, each Agent and the Company agree that the indemnifying party's
obligations to pay such fees and expenses shall be conditioned upon the
following:

(1) in case separate counsel is proposed to be retained
by the indemnified parties pursuant to clause (ii) of the preceding
paragraph, the indemnified parties shall in good faith fully
consult with the indemnifying party in advance as to the selection
of such counsel; and

(2) reimbursable fees and expenses of such separate
counsel shall be detailed and supported in a manner reasonably
acceptable to the indemnifying party (but nothing herein shall be
deemed to require the furnishing to the indemnifying party of any
information, including without limitation, computer print-outs of
lawyers' daily time entries, to the extent that, in the judgment of
such counsel, furnishing such information might reasonably be
expected to result in a waiver of any attorney-client privilege);
and

(3) the Company and such Agent shall cooperate in
monitoring and controlling the fees and expenses of separate
counsel for indemnified parties for which the indemnifying party is
liable hereunder, and the indemnified party shall use every
reasonable effort to cause such separate counsel to minimize the
duplication of activities as between themselves and counsel to the
indemnifying party.

(d) If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on
the one hand and an Agent on the other from the offering of the Notes to
which such loss, claim, damage or liability (or action in respect thereof)
relates; if, and only if, contribution solely on the basis of relative
benefits is found to be unavailable, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company on the
one hand and such Agent on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities
(or actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one
hand and such Agent on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting
expenses) received by the Company bear to the total underwriting discounts
and commissions received by such Agent, in each case as set forth in the
table on the cover page of the Prospectus as amended or supplemented to
relate to a particular offering of Notes. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company on the one hand or such Agent on the other and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and each Agent
agree that it would not be just and equitable if contribution pursuant to
this subsection (d) were determined by pro rata allocation (even if the
Agents were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by
an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Agent shall be required to
contribute any amount in excess of the amount by which the total price at
which the applicable Notes underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which
such Agent has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The obligations of
the Agents in this subsection (d) to contribute are several in proportion
to their respective underwriting obligations with respect to such Notes
and not joint. Any party entitled to contribution, promptly after receipt
of notice of commencement of any action against such party in respect of
which a claim for contribution may be made under this Section 7(d), will
notify any such party or parties from whom contribution may be sought, but
the omission to so notify will not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
under this Section 7(d). No party will be liable for contribution with
respect to any action or claim settled without its written consent (which
consent will not be unreasonably withheld).

(e) The obligations of the Company under this Section 7 shall be
in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any,
who controls any Agent within the meaning of the Act; and the obligations
of each Agent under this Section 7 shall be in addition to any liability
which such Agent may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

8. Termination.

This Agreement may be terminated at any time either by the Company
as to any of the Agents or by any of the Agents insofar as this Agreement
relates to such Agent upon the giving of written notice of such
termination to such Agent or Agents or to the Company, as the case may be;
provided that Section 10 shall survive only for the term provided therein
and only with respect to the parties covered thereby. In the event of
termination of this Agreement (other than with respect to section 10), no
terminating party or parties with respect to which this Agreement is
terminated shall have any liability to the other parties hereto, except as
follows: (a) as provided in the first sentence of the fourth paragraph of
Section 1 and Sections 4(c), 5, 7, 9 and 11; (b) (i) if at the time of
termination a Terms Agreement is in effect between the Purchasing Agent
and the Company but the time of delivery to any Agent of the Note or Notes
relating thereto has not occurred or (ii) if the Agent or Agents shall
then own any Note or Notes purchased pursuant to a Terms Agreement, then
the Company's representations and warranties stated in Section 3 and its
obligations under the sixth paragraph of Section 1 and Sections 4(a),
4(b), 4(d), 4(e), 4(f), 4(i), 4(j) and 4(k), with respect to clause (i)
above, shall remain in full force and effect and not be terminated and,
with respect to clause (ii) above, shall remain in full force and effect
and not be terminated until the earlier of the date on which such Notes
are resold or the expiration of 90 days from such termination; provided,
however that with respect to clause (ii) above, the Company may repurchase
any such Notes from the Agents at the net price sold to the Agents on
original issuance and thereby terminate its obligations hereunder; and
(c) if the Company shall terminate this Agreement within six months of the
date hereof, other than as a result of a breach hereof by an Agent, the
Company shall be obligated, in addition to any matters covered by clauses
(a) and (b) of this Section 8, to reimburse the Agents for the reasonable
out-of-pocket expenses incurred by the Agents in connection with the
execution of this Agreement and the offering and sale of Notes.

9. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements
of the Company or its officers and of the Agents set forth in or made
pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Agents or the
Company or any of the officers, directors or controlling persons referred
to in section 7 hereof, and will survive delivery of and payment for the
Notes, and the indemnity agreement contained in Section 7 hereof shall
survive any termination of this Agreement.

10. Grant of License.

(a) Grant of Non-Exclusive License. Upon the terms and
conditions hereinafter set forth, the Purchasing Agent hereby grants to
the Company and to each other Agent (for purposes of this Section 10, each
such party is referred to as a "Licensee") and each Licensee hereby
accepts a non-exclusive, non-transferable (except as provided under
paragraph (f) hereunder) license to use the service marks owned by the
Purchasing Agent in respect of the names "General Term Notes" and "GTN"
that it has used in connection with its business activities, and in which
the Purchasing Agent asserts common law interests (hereinafter referred to
collectively as "Marks") in connection with such Licensee's furtherance of
this Agreement, including use of such Marks as part of such Licensee's
marketing materials or other similar uses. No Licensee shall have any
interest in or right to use the Marks except as set forth herein.

(b) Non-Exclusivity of License. Nothing in this Section 10
shall prevent the Purchasing Agent from granting any other license for the
use of the Marks or from utilizing the Marks or permitting the Marks to be
utilized by others in any manner whatsoever.

(c) Term. The term of this license shall continue in force as
to the Purchasing Agent and (without regard to any other Licensee)
(i) with respect to the Company, for so long as the Notes shall be
outstanding and (ii) with respect to each other Agent, for as long as this
Agreement or that Co-Agent Agreement between the Purchasing Agent and
such Agent with respect to the Notes issued under this Agreement shall be
in effect, in each case subject to earlier termination in accordance with
the provisions of either this Agreement or any such Co-Agent Agreement, as
the case may be.

(d) Ownership of Marks. Each Licensee specifically acknowledges
the Purchasing Agent's ownership rights in the Marks. In connection with
the use of the Marks, no Licensee shall in any manner represent that it
has any ownership in the Marks or any registrations thereof and agrees
that nothing in this Agreement shall give such Licensee any ownership
interest in any of the Marks other than the right to use the Marks in
accordance with this Section 10.

No Licensee will, during the term of this Section 10 or at any time
thereafter, attack the validity of any of the Marks or the Purchasing
Agent's interests therein, nor will any Licensee attack any application
for registration of any of the Marks, or take any position contrary to
that of the Purchasing Agent in any proceedings pertaining to registration
of any of the Marks.

Each Licensee shall, whether during or after the term of this
Agreement, execute and deliver to the Purchasing Agent such documents as
the Purchasing Agent may reasonably request to establish or confirm the
Purchasing Agent's ownership interest in the Marks.

(e) Quality Control and Regulatory Compliance. Each Licensee
agrees that it will make no use of the Marks that would tend to reflect
adversely upon the Purchasing Agent, its business reputation, the GTN
business and/or market, or would violate or reflect adversely upon the
Purchasing Agent with regard to the Commission, the National Association
of Securities Dealers, Inc., or any other governmental authority or
securities association or other regulatory matters. The common law
understanding of the reasonable man standard, given the facts and
circumstances then facing such Licensee, its agents and employees, shall
apply when making a determination pursuant to this paragraph (e). Any
proposed use of the Marks outside of the terms contemplated by this
Paragraph shall be submitted to the Purchasing Agent for its written
approval prior to said proposed use.

(f) Assignment of Sublicense by Licensee. This Section 10 and
all rights and duties in and with respect to the Marks hereunder are
personal to each Licensee and shall not, without the prior written consent
of the Purchasing Agent, which consent may not be unreasonably withheld,
be assigned, mortgaged, sublicensed or otherwise encumbered or transferred
by such Licensee, except by operation of law. The Purchasing Agent may
assign its rights under this Section 10 to any person or entity without
the consent of any Licensee and upon such assignment the Purchasing Agent
shall be relieved from any further liability under this Agreement. The
Purchasing Agent shall furnish prior written notice of any such assignment
to each Licensee.

(g) Unauthorized Use. Each Licensee will notify the Purchasing
Agent in writing of any unauthorized use of any of the Marks which come to
such Licensee's attention.

(h) Indemnification; Infringement.

(I) The Purchasing Agent hereby indemnifies each Licensee and
holds it harmless from and against any loss, liability,
penalty, deficiency, damage or out-of-pocket expense
(including, without limitation, reasonable legal fees and
expenses) which such Licensee may suffer, sustain or become
subject to resulting from, arising out of or caused by any
suit, action or proceeding brought by a third party claiming
or alleging in any manner that the use of any of the Marks
by such Licensee has infringed upon the rights of others;
provided, however, that the Purchasing Agent shall not be
liable or responsible to indemnify a Licensee if the claimed
or alleged infringement results from such Licensee's
violation of this Section 10 or bad faith, willful
misfeasance or gross negligence.

(II) Each Licensee will notify the Purchasing Agent promptly in
writing of any claim that the use of any of the Marks
infringes the rights of others, or of the institution of any
legal actions or suits predicated upon such claimed
infringement, and any such suit or action will be diligently
defended at the sole expense of and under the sole control
of the Purchasing Agent.

(i) Termination.

(I) This Section 10 shall remain in effect throughout the term
stated in paragraph (c) above until and unless it is earlier
terminated pursuant to the terms of paragraph (i)(II) below.

(II) This Section 10 may be terminated as to the Purchasing Agent
and any Licensee (without regard to another Licensee) as
follows:

A. By the Purchasing Agent in the event that such Licensee
shall fail to perform any obligation imposed upon such
Licensee by this Section 10 or violate any terms of this
Section 10. The Purchasing Agent will give such Licensee
written notice setting forth the particulars of any such
breach and, unless such Licensee has cured such breach or is
in the process of curing such breach, this Section 10 will
terminate ten (10) days after receipt by such Licensee of
such written notice. With respect to the Company, nothing
in this paragraph shall be construed to require such
Licensee to retire, redeem or repurchase any Notes issued by
it pursuant to this Distribution Agreement, or successor
Distribution Agreements, otherwise left outstanding in the
event of termination hereunder.

B. With respect to each other Agent (and not as to the
Company), in the event that any Co-Agent Agreement between
the Purchasing Agent and such Agent/Licensee terminates for
any reason, or in the event of its expiration, this
Section 10 shall immediately and automatically terminate.

(j) Effect of Termination or Expiration. On termination or
expiration of this Section 10 all rights and licenses granted to each
Licensee hereunder shall immediately and automatically terminate. In such
event, each Licensee agrees to discontinue all uses of the Marks and any
words confusingly similar thereto within ten (10) days of such termination
or expiration. After such termination, no Licensee nor any affiliate of
Licensee shall allude in any public statement or advertisement to the
Marks. Each Licensee agrees that it will at no future time adopt or use,
without the Purchasing Agent's prior written consent, a word or mark which
is reasonably likely to be similar to or confused with any of the Marks.
The Purchasing Agent shall retain sole authority and control over all of
the Marks, and all rights in the Marks shall remain the property of the
Purchasing Agent.

(k) Royalty. The license granted herein shall be royalty-free.

(l) Reservation of Rights in the Marks. Rights in the Marks,
other than those specifically granted herein, are reserved by the
Purchasing Agent for its own use. Upon the termination of this Section 10
for any reason whatsoever, all rights to the Marks shall revert to the
Purchasing Agent without the necessity of any act on its part.

(m) Unenforceable Provisions. If any provision or part of this
Section 10 is declared unenforceable by a court of competent jurisdiction,
each and every other provision, or part hereof, shall continue in full
force and effect.

(n) Waiver. The failure or delay of the Purchasing Agent or any
Licensee to insist upon the performance of any of the terms and conditions
of this Section 10 or to exercise or enforce any right or obligation
herein conferred, shall not be construed to be a waiver of any such terms,
conditions, rights or obligations and either party may, within the time
provided by applicable law, take measures to enforce any or all such
rights and obligations.

(o) Remedies. In the event of the breach or default in the
terms of this Section 10 by the Purchasing Agent or any Licensee, the
non-breaching or non-defaulting party shall be entitled to all legal and
equitable remedies provided by law.

The Purchasing Agent and each Licensee agree that damages may be
insufficient to compensate Purchasing Agent in the event that any of the
terms of this Section 10 are not complied with, and therefore, agree that
in such event, Purchasing Agent may seek injunctive relief and specific
performance of the terms hereof, in addition to all other rights or
remedies, and that to obtain such an injunction Purchasing Agent shall not
be required to show any actual damage or to post any bond or other
security.

11. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Company, will be mailed
or delivered or sent by facsimile transmission or telegraph and confirmed
to it at CMS Energy, attention of Alan M. Wright, Senior Vice President
and Chief Financial Officer, facsimile transmission number (313) 436-9258,
and if sent to the Agent, will be mailed or delivered or sent by facsimile
transmission or telegraph and confirmed to it at J. W. Korth & Company,
29905 Middlebelt Road, Farmington Hills, Michigan 48018, attention:
Jeffrey P. Novak, facsimile transmission number (313) 855-6681. Any party
hereto may change its address or facsimile number set out in this Section
11 by a notice given to the other parties in accordance herewith.

12. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7
hereof, and no other person will have any right or obligation hereunder.
The term "successors" as used in this Agreement shall not include a
purchaser, as such purchaser, of Notes from any Agent or from any selected
dealer acting through such Agent.

13. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable
to agreements made and to be performed wholly within such jurisdiction,
except that Section 10 of this Agreement will be governed by and construed
in accordance with the laws of the State of Michigan.

14. Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding
agreement between the Company and you.

Very truly yours,

CMS Energy Corporation

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

Title:

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

J. W. KORTH & COMPANY

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

Title: <PAGE>
<PAGE> A-1

Exhibit A

CMS Energy Corporation

Note Administrative Procedures
___________, 1996

The General Term Notes (registered trademark), Series B (the
"Notes") of CMS Energy Corporation (the "Company") are being offered on a
continuous basis. The Notes are being offered by J. W. Korth & Company
(the "Purchasing Agent") and __________________ (collectively, the
"Agents") pursuant to a Distribution Agreement among the Company and the
Agents dated as of the date hereof (the "Distribution Agreement") and one
or more terms agreements substantially in the form attached to the
Distribution Agreement as Exhibit B (each, a "Terms Agreement"). The
Notes are being resold by the Purchasing Agent (and by any Agent that
purchases them from the Purchasing Agent) to (i) customers of the Agents
or (ii) selected broker-dealers for distribution to their customers
pursuant to a Master Selected Dealers Agreement (a "Dealers Agreement")
attached hereto as Schedule I. The Notes have been registered with the
Securities and Exchange Commission (the "Commission") and will be issued
under an Indenture dated as of January 15, 1994 as supplemented by a
Second Supplemental Indenture dated as of ___________________ (the
"Indenture") between the Company and The Chase Manhattan Bank (National
Association) (the "Trustee"). Terms used herein but not defined herein
shall have the meanings assigned to them in the Indenture, unless
otherwise required by the context.

The Notes will be issued only in fully registered form without
coupons, and each tranche of the Notes (a "Tranche") will have the annual
interest rate, maturity and other terms set forth in a Pricing Supplement
(as defined in the Distribution Agreement). Each Tranche will be
represented by (i) one or more global certificates (each, a "Global
Certificate") without coupons registered in the name of the nominee of the
depositary, The Depository Trust Company, or any successor depositary
selected by the Company ("DTC", which term, as used herein, includes any
successor depositary selected by the Company), representing up to
$150,000,000 principal amount of all such Notes that have the same
interest rate and Stated Maturity or (ii) one or more certificates
("Individual Certificates") registered in the name of, and delivered to,
the Holder thereof or a Person designated by such Holder. Each Global
Certificate representing all or part of a Tranche will be delivered to the
Trustee, as custodian for DTC, and each of the Notes in such Tranche (a
"Book-Entry Note") will be recorded in the book-entry system maintained by
DTC. An owner of a Book-Entry Note will not be entitled to receive a
certificate representing such Note except in the circumstances described
in the Prospectus (as defined in the Distribution Agreement).

Administrative procedures to be followed in connection with, and
certain specific terms of, the offering of Notes for sale by the Agents
and the sale as a result thereof by the Company are stated below.
Book-Entry Notes will be
- ------------------------
(registered trademark) Registered servicemark of J. W. Korth & Company<PAGE>
<PAGE> A-2

issued in accordance with the administrative procedures set forth in
Part I hereof, and notes represented by Individual Certificates
("Certificated Notes") will be issued in accordance with the
administrative procedures set forth in Part II hereof. The Company will
advise the Purchasing Agent and the Trustee in writing of those persons
handling administrative responsibilities with whom the Purchasing Agent
and the Trustee are to communicate regarding orders to purchase Notes and
the details of their delivery. To the extent the procedures set forth
below conflict with the provisions of the Notes, the Indenture or the
Distribution Agreement, the relevant provisions of the Notes, the
Indenture and the Distribution Agreement shall control. To the extent the
Notes, if any, are sold through the Agents, acting as agents and not as
principals, the following procedures shall be modified as necessary to
reflect that sale.

PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES

Procedure for Rate The Company and the Purchasing Agent will
Setting and Posting: discuss from time to time the aggregate principal
amount and maturities of, and the interest rates
to be borne by, each Tranche of Book-Entry Notes
that may be purchased by the Purchasing Agent.

If the Company decides to set aggregate principal
amounts and maturities of, and rates to be borne
by, any Tranche to be purchased by the Purchasing
Agent (the setting of such amounts, maturities
and rates by the Company to be referred to herein
as a "Posting"), or if the Company decides to
change amounts, maturities or rates previously
posted, the Company will promptly advise the
Purchasing Agent of the amounts, maturities and
rates to be posted. The Purchasing Agent will
thereafter promptly advise the other Agents of
the amount, maturities and rates to be posted.

Offering of Notes: In the event that there is a Posting, each of the
Agents will communicate the aggregate principal
amount and maturities of, and the interest rates
to be borne by, each Tranche that is the subject
of the Posting to each of the broker-dealers (the
"Dealers") that has entered into a dealers
agreement (a "Dealers Agreement") with such Agent
and, pursuant to such Dealers Agreement, will
solicit offers to purchase the Notes in the
Tranche from the Dealers.

Purchase of Notes by The Purchasing Agent will, no later than 4 P.M.
the Purchasing (Eastern time) on the sixth day subsequent to the
Agent: day on which such Posting occurs, or if such
sixth day is not a day on which commercial banks
in New York City are not required or authorized
to be closed (such a day, a "Business Day"), on
the next succeeding Business Day, or on such
later Business Day and time as shall be mutually
agreed upon by the Company and the Agents (any
such day, a "Trade Date"), (i) complete, execute
and deliver to the Company a Terms Agreement that
sets forth, among other things, the amount of
each Tranche that the Purchasing Agent is
offering to purchase (and the amount of such
Notes which have been solicited by each Agent) or
(ii) inform the Company that none of the Notes of
a particular Tranche will be purchased by the
Purchasing Agent. Immediately upon receipt of a
completed and executed Terms Agreement from the
Purchasing Agent, the Company will (i) execute
and deliver such Terms Agreement to the
Purchasing Agent or (ii) inform the Purchasing
Agent that its offer to purchase the Notes of a
particular Tranche has been rejected. The
Purchasing Agent will immediately inform the
other Agents of the action taken by the Company.

Preparation of If any offer by the Purchasing Agent to purchase
Pricing Supplement: Notes is accepted by or on behalf of the Company,
the Company, with the approval of each Agent,
will prepare a Pricing Supplement reflecting the
terms of each Tranche and will arrange to have
ten copies thereof filed with the Commission in
accordance with the applicable paragraph of
Rule 424(b) under the Securities Act of 1933, as
amended (the "Act"), and will supply one copy of
such Pricing Supplement to each Agent and to the
Trustee. Each Agent will deliver, or will cause
to be delivered, copies of the applicable Pricing
Supplement to (i) each of the Dealers that
purchased such Notes pursuant to a Dealers
Agreement in sufficient amounts so that a copy of
the applicable Pricing Supplement can be
delivered to each such Dealer and each purchaser
of Notes from such Dealer and (ii) each purchaser
of Notes from such Agent (other than such
Dealers).

In each instance that a Pricing Supplement is
prepared, each of the Agents will affix, or will
cause to be affixed, copies of the Pricing
Supplement to the Prospectus prior to their
distribution to purchasers of the Notes from such
Agent (other than Dealers that are purchasers of
Notes from such Agent with a view to their
distribution pursuant to a Dealers Agreement) and
will be responsible for determining that Dealers
purchasing Notes from such Agent have sufficient
copies of the most current version of the Pricing
Supplements and the related Prospectus to deliver
copies of such Pricing Supplement attached to the
Prospectus to every purchaser of the Notes, as
appropriate. The Agent and the Dealers will
destroy any Pricing Supplements, and any
Prospectuses to which they are attached (other
than those retained for files), that remain in
their possession after Pricing Supplements have
been delivered to the purchasers of Notes.

Delivery of A copy of the Prospectus and a Pricing Supplement
Prospectus: relating to a Book-Entry Note must accompany or
precede any written offer of such Note,
confirmation of the purchase of such Note and
payment for such Note by its purchaser (other
than an Agent or Dealer). Each of the Agents and
the Dealers will deliver a Prospectus and Pricing
Supplement as herein described with respect to
each Book-Entry Note sold by any of them, along
with a confirmation of sale, to each purchaser on
the Business Day immediately following the Trade
Date.

Issuance: On the Settlement Date (as defined in the
Distribution Agreement) for each Tranche sold
pursuant to the Distribution Agreement, the
Company will issue and will cause the Trustee to
authenticate one or more Global Certificates.
Each Global Certificate will be dated and issued
as of the date of its authentication by the
Trustee.

Registration: Each Global Certificate will be registered in the
name of CEDE & CO., as nominee for DTC, on the
Securities Register. The beneficial owner of a
Book-Entry Note (or an indirect participant in
DTC designated by such owner) will designate a
participant in DTC (with respect to such Note,
the "Participant") to act as agent for such
beneficial owner in connection with the
book-entry system maintained by DTC, and DTC will
record in book-entry form, in accordance with
instructions provided by the Participant, a
credit balance indicating that the Participant is
the record holder of the Note. The ownership
interest of the beneficial owner in such Note
will be recorded through the records of the
Participant or through the separate records of
the Participant and an indirect participant in
DTC.

Denominations: Book-Entry Notes will be issued in principal
amounts of $1,000 or any amount in excess thereof
that is an integral multiple of $1,000. Global
Certificates will be denominated in principal
amounts not in excess of $150,000,000. If a
Tranche having an aggregate principal amount in
excess of $150,000,000 would, but for the
preceding sentence, be represented by a single
Global Certificate, then one Global Certificate
will be authenticated and issued to represent
each $150,000,000 principal amount of such
Tranche and an additional Global Certificate will
be authenticated and issued to represent any
remaining principal amount of such Tranche. In
such a case, each of the Global Securities
representing such Book-Entry Notes or Notes shall
be assigned the same CUSIP number.

Settlement: The receipt by the Company of immediately
available funds in payment for a Tranche and the
authentication and issuance of the Global
Certificate(s) representing such Tranche shall
constitute "Settlement" with respect to the Notes
constituting such Tranche. The Settlement Date
with respect to any purchase of Book-Entry Notes
from the Company by the Purchasing Agent will be
a date on or before the fifth Business Day next
succeeding the Trade Date, unless otherwise
agreed by each Agent and the Company and
specified in the applicable Terms Agreement.

Settlement The following Settlement Procedures will be
Procedures: performed by the Company, the Trustee, each Agent
and each of the Dealers with regard to each
Tranche of Book-Entry Notes issued by the Company
on a Trade Date:

A. The Purchasing Agent will advise the
Company in writing of the following
settlement information:

1. Aggregate principal amount.
2. Stated maturity.
3. Interest rate.
4. Monthly, quarterly or semi-annual
interest payments.
5. Settlement date.
6. Agents' price.
7. Dealers' selling concession.
8. Optional Redemption (if any).
9. Survivor's Option (if any).

B. The Company will advise the Trustee by
telephone (confirmed in writing at any
time on the same date) or electronic
transmission (i) of the information set
forth in Settlement Procedure "A" above,
(ii) that the Notes are Book-Entry Notes
and (iii) confirm the identity of the
Purchasing Agent as purchaser.

C. The Trustee will enter a pending deposit
message through DTC's Participant
Terminal System, providing the following
settlement information to DTC, the Agents
and Standard & Poor's Corporation:

1. The information set forth in
Settlement Procedure "A".
2. Initial Interest Payment Date for
such Tranche of Notes, number of
days by which such date succeeds
the related Regular Record Date and
amount of interest payable on such
Interest Payment Date.
3. CUSIP number of the Global
Certificate(s) representing such
Tranche of Notes.
4. Whether such Global Certificates(s)
will represent any other Tranche of
Book-Entry Notes (to the extent
known at such time).

D. The Trustee will complete the Global
Certificate(s) representing such Tranche
or the Company will prepare and deliver
to the Trustee a completed Global
Certificate representing such Tranche.

E. The Trustee will authenticate the Global
Certificate(s) representing such Tranche.

F. DTC will credit such Tranche to the
Trustee's participant account at DTC.

G. The Trustee will enter a Same-Day Funds
Settlement System ("SDFS") deliver order
through DTC's Participant Terminal System
instructing DTC to (i) debit such Tranche
to the Trustee's participant account and
credit the Notes belonging to such
Tranche to the Purchasing Agent's
participant account and (ii) debit the
Purchasing Agent's settlement account and
credit the Trustee's settlement account
for an amount equal to the aggregate
principal amount of such Notes, less the
underwriting discount. The entry of such
a deliver order shall constitute a
representation and warranty by the
Trustee to DTC that (i) the Global
Certificate(s) representing such Book-
Entry Notes has or have been issued and
authenticated and (ii) the Trustee is
holding such Global Certificate(s)
pursuant to the Letter of Representations
with respect to such Notes between the
Company, the Trustee and DTC.

H. The Purchasing Agent will enter an SDFS
deliver order through DTC's Participant
Terminal System instructing DTC (i) to
debit Notes received from the Trustee
pursuant to settlement procedure "G"
above to the Purchasing Agent's
participant account and to credit such
Notes to the participant accounts of
Participants (including other Agents)
that (A) will hold such Notes as Dealers
that purchased the Notes from the
Purchasing Agent pursuant to a Dealers
Agreement or as representatives of such
Dealers or (B) will hold the Notes on
behalf of a purchaser of the Notes from
the Purchasing Agent (other than such
Dealers), (ii) in the case of
Participants that will hold the Notes as
described in (A) above, to debit the
settlement accounts of such Participants
and credit the settlement account of the
Purchasing Agent for an amount equal to
the aggregate principal amount of such
Notes, less the applicable selling
concession, and, (iii) in the case of
Participants that will hold the Notes as
described in (B) above, to debit the
settlement accounts of such Participants
and credit the settlement account of the
Purchasing Agent for an amount equal to
the aggregate principal amount of such
Notes.

I. Transfers of funds in accordance with
SDFS deliver orders described in
Settlement Procedures "G" and "H" will be
settled in accordance with SDFS operating
procedures in effect on the Settlement
Date.

J. The Trustee will credit to an account of
the Company maintained at the Trustee
funds available for immediate use in the
amount transferred to the Trustee in
accordance with Settlement Procedure "G".

Settlement Settlement Procedures "A" through "J" set forth
Procedures above shall be completed as soon as possible but
Timetable: not later than the respective times (Eastern
time) set forth below, or such later time as may
be agreed upon by the Company and the Purchasing
Agent:

Settlement
Procedure Time

A 4:00 P.M. on the Trade Date

B 5:00 P.M. on the Trade Date

C 2:00 P.M. on the Business Day
before Settlement Date

D 3:00 P.M. on Business Day
before Settlement Date

E 9:00 A.M. on Settlement Date

F 10:00 A.M. on Settlement Date

G-H 2:00 P.M. on Settlement Date

I 4:45 P.M. on Settlement Date

J 5:00 P.M. on Settlement Date

Settlement Procedure "I" is subject to extension
in accordance with the events specified in SDFS
operating procedures in effect on the Settlement
Date.

If Settlement of a Tranche of Book-Entry Notes is
rescheduled or canceled, the Trustee will deliver
to DTC, through DTC's Participant Terminal
System, a cancellation message to such effect by
no later than 2:00 P.M. (Eastern time) on the
Business Day immediately preceding the scheduled
Settlement Date.

Trustee Not to Nothing herein shall be deemed to require the
Risk Funds: Trustee to risk or expend its own funds in
connection with any payment to the Company, or
the Purchasing Agent or any Dealer, it being
understood by all parties that payments made by
the Trustee to the Company or the Purchasing
Agent shall be made only to the extent that funds
are provided to such Trustee for such purpose.

Authenticity of The Company will cause the Trustee to furnish the
Signatures: Agents from time to time with specimen signatures
of the Trustee's officers, employees or agents
who have been authorized by the Trustee to
authenticate Global Certificates, but the Agents
will not have any obligation or liability to the
Company or the Trustee in respect of the
authenticity of the signature of any officer,
employee or agent of the Company or the Trustee
on any Global Certificate.
<PAGE>
<PAGE> A-9

PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES

The Trustee will serve as registrar and transfer agent in
connection with the Certificated Notes.

Procedure for Rate The Company and the Purchasing Agent will discuss
Setting and Posting: from time to time the aggregate principal amount
and maturities of, and the interest rates to be
borne by, each Tranche of Certificated Notes that
may be purchased by the Purchasing Agent.

If the Company decides to set aggregate principal
amounts and maturities of, and rates to be borne
by, any Tranche to be purchased by the Purchasing
Agent (the setting of such amounts, maturities
and rates to be referred to herein as "Posting"),
or if the Company decides to change amounts,
maturities or rates previously posted, the
Company will promptly advise the Purchasing Agent
of the amounts, maturities and rates to be
posted. The Purchasing Agent will thereafter
promptly advise the other Agents of the amounts,
maturities, and rates to be posted.

Offering of Notes: In the event that there is a Posting, each of the
Agents will communicate the aggregate principal
amount and maturities of, and the interest rates
to be borne by, each Tranche of Certificated
Notes that is the subject of the Posting to each
of the broker-dealers (the "Dealers") that have
entered into a Dealers Agreement with such Agent
and pursuant to such Dealers Agreement, will
solicit offers to purchase the Notes in the
Tranche from the Dealers.

Purchase of Notes by The Purchasing Agent will, no later than 4 P.M.
the Purchasing Agent: (Eastern time) on the sixth day subsequent to the
day on which such Posting occurs, or if such
sixth day is not a Business Day, on the next
succeeding Business Day, or on such later day and
time as shall be mutually agreed upon by the
Company and the Agents (any such day a "Trade
Date"), (i) complete, execute and deliver a Terms
Agreement that sets forth, among other things,
the amount of each Tranche that the Purchasing
Agent is offering to purchase (and the amount of
such Notes which have been solicited by each
Agent) or (ii) inform the Company that none of
the Notes of a particular Tranche will be
purchased by the Purchasing Agent. Immediately
upon receipt of a completed and executed Terms
Agreement from the Purchasing Agent, the Company
will (i) execute and deliver such Terms Agreement
to the Purchasing Agent or (ii) inform the
Purchasing Agent that its offer to purchase the
Notes of a particular Tranche has been rejected.
The Purchasing Agent will immediately inform the
other Agents of the action taken by the Company.

Preparation of If any offer by the Purchasing Agent to purchase
Pricing Supplement: Notes is accepted by or on behalf of the Company,
the Company, with the approval of each Agent,
will prepare a Pricing Supplement reflecting the
terms of each Tranche and will arrange to have
ten copies thereof filed with the Commission in
accordance with the applicable paragraph of
Rule 424(b) under the Securities Act of 1933, as
amended (the "Act") and will supply one copy of
such Pricing Supplement to each Agent and to the
Trustee. Each Agent will deliver, or will cause
to be delivered, copies of the applicable Pricing
Supplement to (i) each of the Dealers that
purchased such Notes pursuant to a Dealers
Agreement in sufficient amounts so that a copy of
the Pricing Supplement can be delivered to each
such Dealer and each purchaser of Notes from such
Dealer and (ii) each purchaser of Notes from such
Agent (other than such Dealers).

In each instance that a Pricing Supplement is
prepared, each of the Agents will affix, or will
cause to be affixed, copies of the Pricing
Supplement to the Prospectus prior to their
distribution to purchasers of the Notes from such
Agent (other than Dealers that are purchasing
Notes from such Agent with a view to their
distribution pursuant to a Dealers Agreement) and
will be responsible for determining that Dealers
purchasing Notes from such Agent have sufficient
copies of the most current version of the Pricing
Supplements and the related Prospectus to deliver
copies of such Pricing Supplement attached to the
Prospectus to every purchaser of the Notes, as
appropriate. The Agents and the Dealers will
destroy any Pricing Supplements, and any
Prospectus to which they are attached (other than
those retained for files), that remain in their
possession after Pricing Supplements have been
delivered to the purchasers of Notes.

Delivery of A copy of the Prospectus and a Pricing Statement
Prospectus: relating to a Certificated Note must accompany or
precede any written offer of such Note,
confirmation of the purchase of such Note and
payment for such Note by its purchaser (other
than an Agent or Dealer). Each of the Agents and
the Dealers will deliver a Prospectus and Pricing
Supplement as herein described with respect to
each Certificated Note sold by any of them, along
with a confirmation of sale, to each purchaser on
the Business Day immediately following the Trade
Date.

Issuance: On the Settlement Date (as defined in the
Distribution Agreement) for each Tranche sold
pursuant to the Distribution Agreement, the
Company will issue and will cause the Trustee to
authenticate Individual Certificates representing
the Notes in the Tranche. Each Individual
Certificate will be dated and issued as of the
date of its authentication by the Trustee.

Registration: Certificated Notes will be issued only in fully
registered form without coupons.

Denominations: The denomination of any Certificated Note will be
a minimum of $1,000 or any amount in excess
thereof that is an integral multiple of $1,000.

Settlement: The Settlement Date with respect to any purchase
of Certificated Notes from the Company by the
Purchasing Agent will be a date on or before the
fifth day that is a Business Day next succeeding
the Trade Date, unless otherwise agreed by each
Agent and the Company and specified in the
applicable Terms Agreement. The Company will
instruct the Trustee to effect delivery of
Certificated Notes no later than 3:00 P.M.,
Eastern time, on the Settlement Date to the
Purchasing Agent.

Settlement The following Settlement Procedures will be
Procedures: performed by the Company, the Trustee, each Agent
and each of the Dealers with regard to each
Tranche of Certificated Notes issued by the
Company on a Trade Date:

A. The Purchasing Agent will advise the
Company in writing of the following
settlement information:

B. The Company will advise the Trustee by
telephone (confirmed in writing at any
time on the same date) or electronic
transmission (i) of the information set
forth in Settlement Procedure "A" above,
(ii) that the Notes are Certificated
Notes and (iii) confirm the identity of
the Purchasing Agent as purchaser.

C. The Trustee will complete the Individual
Certificates representing such Tranche or
the Company will prepare and deliver to
the Trustee a completed Global
Certificate representing such Tranche.

D. The Trustee will authenticate the
Individual Certificates representing such
Tranche.

E. Delivery of each Certificated Note by the
Trustee will be made when the Trustee
receives notice from the Company that it
has received payment from the Purchasing
Agent of an amount in immediately
available funds equal to the face value
of such Certificated Note less such
Agent's discount.

Settlement Settlement Procedures "A" through "E" set forth
Procedures above shall be completed as soon as possible but
Timetable: not later than the respective times (Eastern
time) set forth below, or such later time as may
be agreed upon by the Company and the purchasing
Agent(s):

Settlement
Procedure Time

A-B 3:00 P.M. on Business Day
before Settlement Date

C-D 2:15 P.M. on Settlement Date

E 3:00 P.M. on Settlement Date

Trustee Not to Risk Nothing herein shall be deemed to require the
Funds: Trustee to risk or expend its own funds in
connection with any payment to the Company, or
the Purchasing Agent or any Dealer, it being
understood by all parties that payments made by
the Trustee to the Company or the Purchasing
Agent shall be made only to the extent that funds
are provided to such Trustee for such purpose.

Authenticity of The Company will cause the Trustee to furnish the
Signatures: Agents from time to time with specimen signatures
of the Trustee's officers, employees or agents
who have been authorized by the Trustee to
authenticate Certificated Notes, but the Agents
will not have any obligation or liability to the
Company or the Trustee in respect of the
authenticity of the signature of any officer,
employee or agent of the Company or the Trustee
on any Certificated Note.<PAGE>
<PAGE> B-1

EXHIBIT B

NAME OF ISSUER

General Term Notes (registered trademark), Series B

Due From Nine Months to Twenty-Five Years from Date of Issue

TERMS AGREEMENT

, 19

CMS Energy Corporation
[Address of Issuer]
Attention: __________

Subject in all respects to the terms and conditions of the
Distribution Agreement dated , 1996, among J. W. Korth & Company,
___________________________ and you (the "Agreement"), the undersigned
agrees to purchase the following Notes of CMS Energy Corporation:

CUSIP:

Aggregate Principal Amount:

Interest Rate:

Interest Payment Date(s) (Monthly or Otherwise):

Stated Maturity Date:

Price to Public: __________% of Principal Amount

Purchase Price: __________% of Principal Amount

Selling Concession:

Settlement Date and Time:

Survivor's Option:

Optional Redemption, if any:

Initial Redemption Date:

Redemption Price: initially ____% of Principal Amount and
declining by ___% of the Principal Amount on each anniversary of
the Initial Redemption Date until the Redemption Price is 100% of
the Principal Amount.

- ------------------------
(registered trademark) Registered servicemark of J. W. Korth & Company<PAGE>
<PAGE> B-2

Place for Delivery of Notes and Payment Therefor:

Method of Payment:

Principal Amount
of Notes Solicited
by Such Agent
Agents

J. W. Korth & Company. . . . . . . . . . . . $
--------------

Total . . . . . . . . . . . . . . . . . . $
===============

Modification, if any, in the requirements to deliver the documents
specified in Section 6(B)(b) of the Agreement:

Other Provisions:

J.W. KORTH & COMPANY

By:
----------------------------
Title:
----------------------

Accepted:

CMS ENERGY CORPORATION

By:
------------------------------
Title:
------------------------

<PAGE>

EXHIBIT NO. (4)(a)(iii)<PAGE>
<PAGE>

EXHIBIT (4)(a)(iii)

FORM OF SECOND SUPPLEMENTAL INDENTURE
dated as of ____________________

____________________

This Second Supplemental Indenture, dated as of the ____ day
of _________________, between CMS Energy Corporation, a corporation duly
organized and existing under the laws of the State of Michigan
(hereinafter called the "Company") and having its principal office at
Fairlane Plaza South, Suite 900, 330 Town Center Drive, Dearborn, Michigan
48126, and The Chase Manhattan Bank (National Association), a national
banking association organized and existing under the laws of the United
States of America (hereinafter called the "Trustee") and having its
principal Corporate Trust Office at 4 Chase MetroTech Center, Brooklyn,
New York 11245,

WITNESSETH:

WHEREAS, the Company and the Trustee entered into an
Indenture, dated as of January 15, 1994 (the "Original Indenture"),
pursuant to which one or more series of debt securities of the Company
(the "Securities") may be issued from time to time; and

WHEREAS, Section 301 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 901(7) of the Original Indenture provides
that a supplemental indenture may be entered into by the Company and the
Trustee without the consent of any Holders of the Securities to establish
the form and terms of the Securities of any series; and

WHEREAS, the Company has requested the Trustee to join with
it in the execution and delivery of this Second 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 Company's "General Term Notes (registered trademark), Series
B" (the "General Term Notes"), providing for the issuance of the General
Term Notes and amending and adding certain provisions thereof for the
benefit of the Holders of the General Term; and

WHEREAS, the Company and the Trustee desire to enter into
this Second Supplemental Indenture for the purposes set forth in Sections
301 and 901(7) of the Original Indenture as referred to above; and

WHEREAS, all things necessary to make this Second
Supplemental Indenture a valid agreement of the Company and the Trustee
and a valid supplement to the Original Indenture have been done,

___________________________
(registered trademark) Registered servicemark of J. W. Korth & Company<PAGE>
<PAGE> - 3 -

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE
WITNESSETH:

For and in consideration of the premises and the purchase of
the General Term Notes to be issued hereunder by holders thereof, the
Company and the Trustee mutually covenant and agree, for the equal and
proportionate benefit of the respective holders from time to time of the
General Term Notes, as follows:

ARTICLE I
STANDARD PROVISIONS; DEFINITIONS

SECTION 101. Standard Provisions. The Original Indenture
together with this Second Supplemental Indenture and all indentures
supplemental thereto entered into pursuant to the applicable terms thereof
are hereinafter sometimes collectively referred to as the "Indenture."
All of the terms, conditions, covenants and provisions contained in the
Original Indenture are incorporated herein by reference in their entirety
and, except as specifically noted herein or unless the context otherwise
requires, shall be deemed to be a part hereof to the same extent as if
such provisions had been set forth in full herein. 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 102. Definitions. Section 101 of the Indenture is
amended to insert the new definitions applicable to the General Term
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, including any Preferred
Stock.

"Change in Control" means an event or series of events by
which (i) the Company ceases to own beneficially, directly or indirectly,
at least 80% of the total voting power of all classes of Capital Stock
then outstanding of Consumers (whether arising from issuance of securities
of the Company or Consumers, any direct or indirect transfer of securities
by the Company or Consumers, any merger, consolidation, liquidation or
dissolution of the Company or Consumers or otherwise); (ii) any "person"
or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the "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), directly or
indirectly, of more than 30% of the Voting Stock of the Company; or (iii)
the Company consolidates with or merges into another corporation or
directly or indirectly conveys, transfers or leases all or substantially
all of its assets to any Person, or any corporation consolidates with or
merges into the Company, in either event pursuant to a transaction in
which the outstanding Voting Stock of the Company is changed into or
exchanged for cash, securities, or other property, other than any such
transaction in which (A) the outstanding Voting Stock of the Company is
changed into or exchanged for Voting Stock of the surviving corporation
and (B) the holders of the Voting Stock of the Company immediately prior
to such transaction retain, directly or indirectly, substantially
proportionate ownership of the Voting Stock of the surviving corporation
immediately after such transaction.

"Consolidated Assets" means, at any date of determination,
the aggregate assets of the Company and its Consolidated Subsidiaries
determined on a consolidated basis in accordance with generally accepted
accounting principles.

"Consolidated Capital" means, at any date of determination,
the sum of (a) Consolidated Indebtedness, (b) consolidated equity of the
common stockholders of the Company and the Consolidated Subsidiaries, (c)
consolidated equity of the preference stockholders of the Company and the
Consolidated Subsidiaries and (d) consolidated equity of the preferred
stockholders of the Company and the Consolidated Subsidiaries, in each
case determined at such date 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 Indebtedness" means, at any date of
determination, the aggregate Indebtedness of the Company and its
Consolidated Subsidiaries determined on a consolidated basis in accordance
with generally accepted accounting principles.

"Consolidated Interest Expense" means, for any period, the
total interest expense in respect of Indebtedness of the Company and its
Consolidated Subsidiaries, including, without duplication, (i) interest
expense attributable to capital leases, (ii) amortization of debt
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 Company or any Consolidated
Subsidiaries under clause (v) or (vi) of the definition of Indebtedness,
provided, however, that Consolidated Interest Expense shall exclude any
costs otherwise included in interest expense recognized on early
retirement of debt.

"Consolidated Leverage Ratio" means, at any date of
determination, the ratio of Consolidated Indebtedness to Consolidated
Capital.

(i) any net income of any Person if such Person is not a
Subsidiary, except that (A) the Company'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 Company or a
Consolidated Subsidiary as a dividend or other distribution and (B)
the Company'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 Company
or a Subsidiary in a pooling of interests transaction for any
period prior to the date of such acquisition; and

(iii) any gain or loss realized upon the sale or other
disposition of any property, plant or equipment of the Company 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.

"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
Company in accordance with generally accepted accounting principles.

"Consumers" means Consumers Power Company, a Michigan
corporation, all of whose common stock is on the date hereof owned by the
Company.

"Credit Agreement" means the Credit Agreement dated as of
[November 30, 1992, as amended from time to time, among the Company, the
banks named therein, Citibank, N.A., and Union Bank, as Co-Agents,
Citibank, N.A., as Documentation Agent, and Union Bank, as Operational
Agent.]

"Duff & Phelps" shall mean Duff & Phelps Credit Rating Co.,
and any successor thereto which is a nationally recognized statistical
rating organization, or if such entity shall cease to rate the General
Term Notes or shall cease to exist and there shall be no such successor
thereto, any other nationally recognized statistical rating organization
selected by the Company which is acceptable to the Trustee.

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

"Event of Default" with respect to the General Term Notes
has the meaning specified in Article VI of this Second Supplemental
Indenture.

"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).

"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;

(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) 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) 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.

"Interest Rate Protection Agreement" means any interest rate
swap agreement, interest rate cap agreement or other financial agreement
or arrangement designed to protect the Company or any Subsidiary against
fluctuations in interest rates.

"Lien" means any lien, mortgage, pledge, security interest,
conditional sale, title retention agreement or other charge or encumbrance
of any kind.

"Net Proceeds" means, 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 Company, net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts, or
commissions and brokerage, consultant and other fees actually 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.

"NOMECO" means, CMS NOMECO Oil & Gas Co., a Michigan
corporation and wholly-owned subsidiary of the Company.

"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.

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

"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.

"Redeemable Stock" means any Capital Stock that by its terms
or otherwise is required to be redeemed prior to the first anniversary of
the Maturity of any Outstanding General Term Notes or is redeemable at the
option of the holder thereof at any time prior to the first anniversary of
the Maturity of any Outstanding General Term Notes.

"Restricted Subsidiary" means any Subsidiary (other than
Consumers and its subsidiaries) of the Company which, as of the date of
the Company's most recent quarterly consolidated balance sheet,
constituted at least 10% of the total Consolidated Assets of the Company
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 Company and its Restricted
Subsidiaries could not incur at least $1 of additional Indebtedness under
Section 510, 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 Company or a Restricted
Subsidiary, (iii) such Restricted Subsidiary must be a Consolidated
Subsidiary, and (iv) such Subsidiary must not theretofore have been
designated as a Restricted Subsidiary.

"Standard & Poor's" shall mean Standard & Poor's Corporation,
and any successor thereto which is a nationally recognized statistical
rating organization, or if such entity shall cease to rate the General
Term Notes or shall cease to exist and there shall be no such successor
thereto, any other nationally recognized statistical rating organization
selected by the Company which is acceptable to the Trustee.

"Tax-Sharing Agreement" means the Agreement for the
Allocation of Income Tax Liabilities and Benefits, dated January 1, 1990,
as amended or supplemented from time to time, by and among Company, each
of the members of the Consolidated Group (as defined therein), and each of
the corporations that become members of the Consolidated Group.

Certain terms, used principally in Articles Three, Four and
Seven of this Second Supplemental Indenture, are defined in those
Articles.

ARTICLE II
DESIGNATION AND TERMS OF THE GENERAL TERM NOTES; FORMS

SECTION 201. Establishment of Series. There is hereby
created a series of Securities to be known and designated as the "General
Term Notes (registered trademark), Series B" and limited in aggregate
principal amount (except as contemplated in Section 301(2) of the
Indenture) to $125,000,000.

Each General Term Note will be dated and issued as of the
date of its authentication by the Trustee. Each General Term Note shall
also bear an Original Issue Date (as hereinafter defined) which, with
respect to any General Term Note (or any portion thereof), shall mean the
date of its original issue, as specified in such General Term Note (the
"Original Issue Date"), and such Original Issue Date shall remain the same
if such General Term Note is subsequently issued upon transfer, exchange,
or substitution of such General Term Note regardless of its date of
authentication. Principal on any General Term Note shall become due and
payable from nine months to twenty-five years from the Original Issue Date
of such General Term Note, as specified on such General Term Note.

Each General Term Note 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 per annum stated therein until the
principal thereof is paid or made available for payment. Interest will be
payable either monthly, quarterly or semi-annually on each Interest
Payment Date and at Maturity, as specified below and in each General Term
Note. Interest will be payable to the person in whose name a General Term
Note is registered at the close of business on the Regular Record Date
next preceding each Interest Payment Date; provided, however, interest
payable at Maturity will be payable to the person to whom principal shall
be payable. Interest on the General Term Notes will be computed on the
basis of a 360-day year of twelve 30-day months.

The Interest Payment Dates for a General Term Note that
provides for monthly interest payments shall be the fifteenth day of each
calendar month; provided, however, that in the case of a General Term Note
issued between the first and fifteenth day of a calendar month, interest
otherwise payable on the fifteenth day of such calendar month will be
payable on the fifteenth day of the next succeeding calendar month. In
the case of a General Term Note that provides for quarterly interest
payments, the Interest Payment Dates shall be the fifteenth day of each of
the months specified in such General Term Note, commencing on the day that
is three months from (i) the day on which such General Term Note is
issued, if such General Term Note is issued on the fifteenth day of a
calendar month, or (ii) the fifteenth day of the calendar month
immediately preceding the calendar month in which such General Term Note
is issued, if such General Term Note is issued prior to the fifteenth day
of a calendar month, or (iii) the fifteenth day of the calendar month in
which such General Term Note is issued, if such General Term Note is
issued after the fifteenth day of a calendar month. In the case of a
General Term Note that provides for semi-annual interest payments, the
Interest Payment Dates shall be the fifteenth day of each of the months
specified in such General Term Note, commencing on the day that is six
months from (i) the day on which such General Term Note is issued, if such
General Term Note is issued on the fifteenth day of a calendar month, or
(ii) the fifteenth day of the calendar month immediately preceding the
calendar month in which such General Term Note is issued, if such General
Term Note is issued prior to the fifteenth day of a calendar month, or
(iii) the fifteenth day of the calendar month in which such General Term
Note is issued, if such General Term Note is issued after the fifteenth
day of a calendar month.

Payment of principal of the General Term Notes (and premium,
if any) and, unless otherwise paid as hereinafter provided, any interest
thereon will be made at the office or agency of the Company in New York,
New York; provided, however, that payment of interest (other than interest
at Maturity) may be made at the option of the Company by check or draft
mailed to the Person entitled thereto at such Person's address appearing
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.

The Regular Record Date referred to in Section 301 of the
Indenture for the payment of the interest on any General Term Note payable
on any Interest Payment Date (other than at Maturity) shall be the first
day (whether or not a Business Day) of the calendar month in which such
Interest Payment Date occurs as is specified in such General Term Note,
and, in the case of interest payable at Maturity, the Regular Record Date
shall be the date of Maturity. Unless otherwise specified in such General
Term Notes, the cities of New York, New York and Chicago, Illinois shall
be the reference cities for determining a Business Day.

The General Term Notes may be issued only as registered
notes, without coupons, in denominations of $1,000 and any larger
denomination which is in an integral multiple of $1,000.

Upon the execution of this Second Supplemental Indenture, or
from time to time thereafter, General Term Notes may be executed by the
Company and delivered to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said General Term Notes in
accordance with the procedures set forth in or upon a Company Order
complying with Sections 301 and 303 of the Indenture.

SECTION 202. Forms Generally. The General Term Notes shall
be in substantially the form set forth in this Article, 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 General Term Notes, as evidenced by their
execution thereof.

The definitive General Term 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 General
Term Notes, as evidenced by their execution thereof.

SECTION 203. Form of Face of General Term Note.
[Insert any legend required by the Internal Revenue
Code and the regulations thereunder.]

CMS ENERGY CORPORATION
GENERAL TERM NOTE (registered trademark), SERIES B

No. ________ $__________

[Initial Redemption Date]

CMS Energy Corporation, a corporation duly organized and
existing under the laws of the State of Michigan (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_________________________________, or registered assigns, the principal
sum of ____________________ Dollars on __________________________ and to
pay interest thereon from _____________ (the "Original Issue Date") or
from the most recent Interest Payment Date to which interest has been paid
or duly provided for, [choose one of the following --
monthly/quarterly/semi-annually [insert as applicable -- on ___________
and _________ in each [year/month], commencing ______________, and at
Maturity at the rate of ____% per annum, until the principal hereof is
paid or made available for payment [if applicable, insert --, and at the
rate of ___% per annum on any overdue principal and premium and on any
overdue installment of interest]. 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 General Term
Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
first day of the calendar month in which such Interest Payment Date occurs
(whether or not a Business Day) next preceding such Interest Payment Date
except that the Regular 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
Regular Record Date and may either be paid to the Person in whose name
this General Term Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of General Term Notes not less than 10
days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which the General Term Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.

[If the General Term Note is not to bear interest prior to
Maturity, insert -- The principal of this General Term Note shall not bear
interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal of this General Term Note shall bear interest at the
rate of ___% per annum, which shall accrue from the date of such default
in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of ____% per annum, which shall
accrue from the date of such demand for payment to the date payment of
such interest has been made or duly provided for, and such interest shall
also be payable on demand.]

Payment of the principal of (and premium, if any) and
interest, if any, on this General Term Note will be made at the office or
agency of the Company 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 Company
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
General Term 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.

Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this General Term Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.

Dated:

CMS ENERGY CORPORATION

By____________________________

Attest:

_________________________

SECTION 204. Form of Reverse of General Term Note. This
General Term Note (registered trademark), Series B is one of a duly
authorized issue of securities of the Company (herein called the "General
Term Notes"), issued and to be issued in one or more series under an
Indenture, dated as of January 15, 1994, as supplemented by the Second
Supplemental Indenture, dated as of _____________, 1994 (herein
collectively referred to as the "Indenture"), between the Company and The
Chase Manhattan 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 Company, the Trustee, the
Holders of the General Term Notes and of the terms upon which the General
Term Notes are, and are to be, authenticated and delivered. This General
Term Note is one of the series designated on the face hereof, limited in
aggregate principal amount to $125,000,000.

[If applicable, insert -- The General Term Notes of this
series are subject to redemption upon not more than 60 nor less than 30
days' notice as provided in the Indenture, at any time [on or after
__________, 19__,] as a whole or in part from time to time, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before
_____________, ___%, and if redeemed] during the 12-month period beginning
____________ of the years indicated,

Redemption Redemption
Year Price Year Price
- ---- ---------- ---- ----------

and thereafter at a Redemption Price equal to ___% of the principal
amount, together in the case of any such redemption with accrued interest
to the Redemption Date, but interest installments whose Stated Maturity is
on or prior to such Redemption Date will be payable to the Holders of such
General Term Notes, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.]

[Notwithstanding the foregoing, the Company may not, prior
to __________, redeem this General Term Note of as a part of, or in
anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an effective interest cost to the
Company (calculated in accordance with generally accepted financial
practice) of less than the effective interest cost to the Company
(similarly calculated) of this General Term Note.]

[If the General Term Note is subject to redemption,
insert -- In the event of redemption of this General Term Note in part
only, a new General Term Note or Notes of this series and of like tenor
for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.]

If a Change in Control occurs, the Company shall notify the
Holder of this General Term Note of such occurrence and such Holder shall
have the right to require the Company to make a Required Repurchase of all
or any part of this General Term Note at a Change in Control Purchase
Price equal to 101% of the principal amount of this General Term Note to
be so purchased as more fully provided in the Indenture and subject to the
terms and conditions set forth therein. In the event of a Required
Repurchase of only a portion of this General Term Note, a new General Term
Note or Notes for the unrepurchased portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

[If this General Term Note is subject to redemption upon
exercising a Survivor's Option, insert __--__ As more fully provided in
the Indenture and subject to the terms and conditions set forth therein,
the Company will repay this General Term Note (or portion thereof)
properly tendered for repayment by or on behalf of the person (the
"Representative") that has authority to act on behalf of a deceased owner
of the beneficial interest in this General Term Note under the laws of the
appropriate jurisdiction (including, without limitation, the personal
representative, executor, surviving joint tenant or surviving tenant by
the entirety of such deceased beneficial owner) at a price equal to 100%
of the principal amount hereof plus accrued interest to the date of such
repayment. The Company may, in its sole discretion, limit the aggregate
principal amount of all outstanding General Term Notes as to which
exercises of this option (the "Survivor's Option") will be accepted in any
calendar year to one percent (1%) of the outstanding principal amount of
all General Term Notes as of the end of the most recent fiscal year, but
not less than $500,000 in any such calendar year, or such greater amount
as the Company in its sole discretion may determine for any calendar year,
and may limit to $100,000, or such greater amount as the Company in its
sole discretion may determine for any calendar year, the aggregate
principal amount of General Term Notes (or portions thereof) as to which
exercise of the Survivor's Option will be accepted in such calendar year
with respect to any individual deceased owner of beneficial interests in
such General Term Notes.

[If the General Term Note is not an Original Issue Discount
Security, insert -- If an Event of Default with respect to this General
Term Note shall occur and be continuing, the principal of this General
Term 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, Repayment Date, Stated Maturity or Maturity of any General Term Note
shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of the Indenture or this General Term 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, Redemption Date or Repayment 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, Repayment Date, Stated Maturity or Maturity, as the
case may be, to such Business Day.

The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of all
Outstanding Securities under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected. The Indenture
also contains provisions permitting the Holders of specified percentages
in principal amount of all Outstanding Securities, on behalf of the
Holders of all Outstanding Securities, to waive compliance by the Company
with certain provisions of the Indenture. Any such consent or waiver by
the Holder of this General Term Note shall be conclusive and binding upon
such Holder and upon all future Holders of this General Term Note and of
any General Term Note issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this General Term Note.

The Indenture permits the Holders of not less than a
majority in principal amount of all Outstanding Securities of any series
thereunder to waive on behalf of the Holders of all Outstanding Securities
of such series any past default by the Company, provided that no such
waiver may be made with respect to a default in the payment of the
principal of or premium, if any, or the interest on any Security of such
series or the default by the Company 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 General Term 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 General Term Notes shall
have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee shall not
have received from the Holders of a majority in principal amount of the
Outstanding General Term Notes a direction inconsistent with such request
and shall have failed to institute such proceeding within 60 days;
provided, however, that such limitations do not apply to a suit instituted
by the Holder hereof for the enforcement of payment of the principal of
(and premium, if any) or any interest on this General Term Note on or
after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of
this General Term Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this General Term Note at the
times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this General Term Note is
registerable in the Security Register, upon surrender of this General Term
Note for registration of transfer at the office or agency of the Company
in any place where the principal of and any premium and interest on this
General Term Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new General Term
Notes of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

The General Term Notes of this series are issuable only in
registered form without coupons in denominations of $1,000 and any
integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, General Term Notes of this series
are exchangeable for a like aggregate principal amount of General Term
Notes of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.

[If this General Term Note is redeemable at the option of
the Company, insert - The Company shall not be required (i) to issue,
register the transfer of or exchange this General Term Note if this
General Term Note may be among those selected for redemption during a
period beginning at the opening of business 15 days before selection of
the General Term Notes to be redeemed under Section 1103 of the Indenture
and ending at the close of business on the day of the mailing of the
relevant notice of redemption, (ii) to register the transfer of or
exchange any General Term Note so selected for redemption in whole or in
part, except, in the case of any General Term Note to be redeemed in part,
the portion thereof not to be redeemed, or (iii) to issue, register the
transfer of or exchange any General Term Note which has been surrendered
for repayment at the option of the Holder, except the portion, if any, of
such General Term Note not to be so repaid.]

Prior to due presentment of this General Term Note for
registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this General
Term Note is registered as the owner hereof for all purposes, whether or
not this General Term Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this General Term Note without definition
which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
______________________________
(registered trademark) Registered servicemark of J. W. Korth & Company

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

SECTION 205. Form of Legend for Global Notes. Any Global
Note (as defined in Article VII below) authenticated and delivered
hereunder shall bear a legend in substantially the following form:

"This Security is a Global Note 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 General Term Note
is not exchangeable for General Term Notes registered in the name
of a Person other than the Depositary or its nominee except in the
limited circumstances described in the Indenture, and no transfer
of this General Term Note (other than a transfer of this General
Term Note 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) may be registered except in the
limited circumstances described in the Indenture."

SECTION 206. Form of Trustee's Certificate of
Authentication. The Trustee's certificates of authentication shall be in
substantially the following form:

This is one of the General Term Notes of the series
designated therein referred to in the within-mentioned Indenture.

__________________________________,
as Trustee

By_________________________________
Authorized Officer

ARTICLE III
REDEMPTION OF GENERAL TERM NOTES; CHANGE OF CONTROL

SECTION 301. Redemption of General Term Notes. (a) Each
General Term Note may be redeemed by the Company in whole or in part if so
provided in, and in accordance with, the terms of such General Term Note
issued by the Company. The Company may redeem any General Term Note which
by its terms is redeemable prior to Stated Maturity without also redeeming
any other General Term Note which is redeemable prior to Stated Maturity.

(b) Change of Control. Upon the occurrence of a Change in
Control (the effective date of such Change in Control being the "Change in
Control Date"), each Holder of a General Term Note shall have the right to
require that the Company repurchase (a "Required Repurchase") all or any
part of such Holder's General Term Note at a repurchase price payable in
cash equal to 101% of the principal amount of such General Term Note plus
accrued interest to the Purchase Date (the "Change in Control Purchase
Price").

(1) Within 30 days following the Change in Control Date,
the Company shall mail a notice (the "Required Repurchase Notice")
to each Holder with a copy to the Trustee stating:

(i) that a Change in Control has occurred and that
such Holder has the right to require the Company to
repurchase all or any part of such Holder's General Term
Notes at the Change of Control Purchase Price;

(ii) the Change of Control Purchase Price;

(iii) the date on which any Required Repurchase
shall be made (which shall be no earlier than 60 days nor
later than 90 days from the date such notice is mailed) (the
"Purchase Date");

(iv) the name and address of the Paying Agent; and

(v) the procedures that Holders must follow to cause
the General Term Notes to be repurchased, which shall be
consistent with this Section and the Indenture.

(2) Holders electing to have a General Term Note
repurchased must deliver a written notice (the "Change in Control
Purchase Notice") to the Paying Agent (initially the Trustee) at
its office in The City of New York, or any other office of the
Paying Agent maintained for such purposes, not later than 30 days
prior to the Purchase Date. The Change in Control Purchase Notice
shall state: (i) the portion of the principal amount of any General
Term Notes to be repurchased, which portion must be $1,000 or an
integral multiple thereof; (ii) that such General Term Notes are to
be repurchased by the Company pursuant to the change in control
provisions of the Indenture; and (iii) unless the General Terms
Notes are represented by one or more Global Notes, the certificate
numbers of the General Term Notes to be delivered by the Holder
thereof for repurchase by the Company. Any Change in Control
Purchase Notice may be withdrawn by the Holder by a written notice
of withdrawal delivered to the Paying Agent not later than three
Business Days prior to the Purchase Date. The notice of withdrawal
shall state the principal amount and, if applicable, the
certificate numbers of the General Term Notes as to which the
withdrawal notice relates and the principal amount of such General
Term Notes, if any, which remains subject to a Change in Control
Purchase Notice.

If a General Term Note is represented by a Global Note (as
described in Article VII below), the Depositary or its nominee will
be the Holder of such General Term Note and therefore will be the
only entity that can elect a Required Repurchase of such General
Term Note. To obtain repayment pursuant to this Section 301(b)
with respect to such General Term Note, the beneficial owner of
such General Term Note must provide to the broker or other entity
through which it holds the beneficial interest in such General Term
Note (i) the Change in Control Purchase Notice signed by such
beneficial owner, and such signature must be guaranteed by a member
firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc. or a commercial
bank or trust company having an office or correspondent in the
United States, and (ii) instructions to such broker or other entity
to notify the Depositary of such beneficial owner's desire to
obtain repayment pursuant to this Section 301(b). Such broker or
other entity will provide to the Paying Agent (i) the Change of
Control Purchase Notice received from such beneficial owner and
(ii) a certificate satisfactory to the Paying Agent from such
broker or other entity stating that it represents such beneficial
owner. Such broker or other entity will be responsible for
disbursing any payments it receives pursuant to this Section 301(b)
to such beneficial owner.

(3) Payment of the Change of Control Purchase Price for a
General Term Note for which a Change in Control Purchase Notice has
been delivered and not withdrawn is conditioned (except in the case
of a General Term Note represented by one or more Global Notes)
upon delivery of such General Term Note (together with necessary
endorsements) to the Paying Agent at its office in The City of New
York, or any other office of the Paying Agent maintained for such
purpose, at any time (whether prior to, on or after the Purchase
Date) after the delivery of such Change in Control Purchase Notice.
Payment of the Change of Control Purchase Price for such General
Term Note will be made promptly following the later of the Purchase
Date or the time of delivery of such General Term Note. If the
Paying Agent holds, in accordance with the terms of the Indenture,
money sufficient to pay the Change in Control Purchase Price of
such General Term Note on the Business Day following the Purchase
Date, then, on and after such date, interest will cease accruing,
and, if applicable, amounts will no longer accrue on any such
General Term Note that is an Original Issue Discount Security,
whether or not such General Term Note is delivered to the Paying
Agent, and all other rights of the Holder shall terminate (other
than the right to receive the Change of Control Purchase Price upon
delivery of the General Term Note).

(4) The Company shall comply with the provisions of Rule
13e-4 and any other tender offer rules under the Exchange Act,
which may then be applicable and shall file Schedule 13E-4 or any
other schedule required thereunder in connection with any offer by
the Company to repurchase General Term Notes at the option of
Holders upon a Change in Control.

(5) No General Term Note may be repurchased by the
Company as a result of a Change in Control if there has occurred
and is continuing an Event of Default (other than a default in the
Payment of the Change in Control Purchase Price with respect to the
General Term Notes).

ARTICLE IV

REPAYMENT UPON DEATH

If so specified in any General Term Note, the Holder of such
General Term Note will have the option (the "Survivor's Option") to elect
repayment of such General Term Note prior to its Stated Maturity in the
event of the death of the beneficial owner of such General Term Note.
Pursuant to exercise of the Survivor's Option, if
applicable, the Company will repay any General Term Note (or portion
thereof) properly tendered for repayment by or on behalf of the person
(the "Representative") that has authority to act on behalf of the deceased
beneficial owner of such General Term Note under the laws of the
appropriate jurisdiction (including, without limitation, the personal
representative, executor, surviving joint tenant or surviving tenant by
the entirety of such deceased beneficial owner) at a price equal to
one-hundred percent (100%) of the principal amount of the beneficial
interest of the deceased owner of such General Term Note plus accrued
interest to the date of such payment, subject to the following
limitations. The Company may, in its sole discretion, limit the aggregate
principal amount of General Term Notes as to which exercises of the
Survivor's Option will be accepted in any calendar year (the "Annual Put
Limitation") to one percent (1%) of the outstanding principal amount of
the General Term Notes as of the end of the most recent fiscal year, but
not less than $500,000 in any such calendar year, or such greater amount
as the Company in its sole discretion may determine for any calendar year,
and may limit to $100,000, or such greater amount as the Company in its
sole discretion may determine for any calendar year, the aggregate
principal amount of General Term Notes (or portions thereof) as to which
exercise of the Survivor's Option will be accepted in such calendar year
with respect to any individual deceased owner of beneficial interests in
such General Term Notes (the "Individual Put Limitation"). Moreover, the
Company will not make principal repayments pursuant to exercise of the
Survivor's Option in amounts that are less that $1,000, and, in the event
that the limitations described in the preceding sentence would result in
the partial repayment of any General Term Note, the principal amount of
such General Term Note remaining outstanding after repayment must be at
least $1,000 (the minimum authorized denomination of the General Term
Notes). Any General Term Note (or portion thereof) tendered pursuant to
exercise of the Survivor's Option may be withdrawn by a written request of
its Holder received by the Trustee prior to its repayment.

Each General Term Note (or portion thereof) that is tendered
pursuant to a valid exercise of the Survivor's Option will be accepted
promptly in the order all such General Term Notes are tendered, except for
any General Term Note (or portion thereof) the acceptance of which would
contravene (i) the Annual Put Limitation, if applied, or (ii) the
Individual Put Limitation, if applied, with respect to the relevant
individual deceased owner of beneficial interests therein. If, as of the
end of any calendar year, the aggregate principal amount of General Term
Notes (or portions thereof) that have been accepted pursuant to exercise
of the Survivor's Option for such year has not exceeded the Annual Put
Limitation, if applied, for such year, any exercise(s) of the Survivor's
Option with respect to General Term Notes (or portions thereof) not
accepted during such calendar year because such acceptance would have
contravened the Individual Put Limitation, if applied, with respect to an
individual deceased owner of beneficial interests therein will be accepted
in the order all such General Term Notes (or portions thereof) were
tendered, to the extent that any such exercise would not exceed the Annual
Put Limitation, if applied, for such calendar year. Any General Term Note
(or portion thereof) accepted for repayment pursuant to exercise of the
Survivor's Option will be repaid no later than the first Interest Payment
Date that occurs 20 or more calendar days after the date of such
acceptance. Each General Term Note (or any portion thereof) tendered for
repayment that is not accepted in any calendar year because of the
application of the Annual Put Limitation will be deemed to be tendered in
the following calendar year in the order in which all such General Term
Notes (or portions thereof) were originally tendered, unless any such
General Term Note (or portion thereof) is withdrawn by the Representative
for the deceased owner prior to its repayment. In the event that a
General Term Note (or any portion thereof) tendered for repayment pursuant
to valid exercise of the Survivor's Option is not accepted, the Trustee
will deliver a notice by first-class mail to the registered Holder thereof
at its last known address as indicated in the Security Register that
states the reasons such General Term Note (or portion thereof) has not
been accepted for repayment.

Subject to the foregoing, in order for a Survivor's Option
to be validly exercised with respect to any General Term Note (or portion
thereof), the Trustee must receive from the Representative of the
individual deceased owner of beneficial interests therein (i) a written
request for payment signed by the Representative, and such signature must
be guaranteed by a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the
United States, (ii) if any such General Term Note is not represented by a
Global Note (as described in Article VII below), tender of the General
Term Note (or portion thereof) to be repaid, (iii) appropriate evidence
satisfactory to the Company and the Trustee that (A) the Representative
has authority to act on behalf of the individual deceased beneficial
owner, (B) the death of such beneficial owner has occurred and (C) the
deceased individual was the owner of a beneficial interest in such General
Term Note at the time of death, (iv) if applicable, a properly executed
assignment or endorsement, and (v) if the beneficial interest in such
General Term Note is held by a nominee of the deceased beneficial owner, a
certificate satisfactory to the Trustee from such nominee attesting to the
deceased's ownership of a beneficial interest in such General Term Note.
All questions as to the eligibility or validity of any exercise of the
Survivor's Option will be determined by the Company, in its sole
discretion, which determinations will be final and binding on all parties.

If a General Term Note is represented by a Global Note (as
described in Article VII below), the Depositary or its nominee will be the
Holder of such General Term Note and therefore will be the only entity
that can exercise the Survivor's Option for such General Term Note. To
obtain repayment pursuant to exercise of the Survivor's Option with
respect to such General Term Note, the Representative must provide to the
broker or other entity through which the beneficial interest in such
General Term Note is held by the deceased owner (i) the documents
described in clauses (i) and (iii) of the preceding paragraph and (ii)
instructions to such broker or other entity to notify the Depositary of
such Representative's desire to obtain repayment pursuant to exercise of
the Survivor's Option. Such broker or other entity shall provide to the
Trustee (i) the documents received from the Representative referred to in
clause (i) of the preceding sentence and (ii) a certificate satisfactory
to the Trustee from such broker or other entity stating that it represents
the deceased beneficial owner. Such broker or other entity will be
responsible for disbursing any payments it receives pursuant to exercise
of the Survivor's Option to the appropriate Representative.

ARTICLE V
ADDITIONAL COVENANTS OF THE COMPANY
WITH RESPECT TO THE GENERAL TERM NOTES

SECTION 501. Statement by Officers as to Default. (a) The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or
her knowledge of the Company's compliance with all conditions and
covenants under this Second Supplemental Indenture. For such purposes,
such compliance shall be determined without regard to any period of grace
or requirement of notice provided hereunder and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof
of which they may have knowledge.

(b) The Company shall deliver to the Trustee, as soon as
possible and in any event within 10 days after the Company becomes aware
of the occurrence of an Event of Default or an event which, with notice or
the lapse of time or both, would constitute an Event of Default, an
Officers' Certificate setting forth the details of such Event of Default
or default, and the action which the Company proposes to take with respect
thereto.

SECTION 502. Existence. So long as any of the General Term
Notes are Outstanding, subject to Article 8 of the Indenture, the Company
will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and all rights (charter and
statutory) and franchises other than rights or franchises the loss of
which would not be disadvantageous in any material respect to the Holders
of the General Term Notes.

SECTION 503. Maintenance of Properties. So long as any of
the General Term Notes are Outstanding, the Company will cause all
properties used or useful in the conduct of its business to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company may be necessary so that the business carried
on in connection therewith may be properly and advantageously conducted at
all times; provided, however, that nothing in this Section shall prevent
the Company from discontinuing the operation or maintenance of any of such
properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business and not disadvantageous in any
material respect to the Holders.

SECTION 504. Payment of Taxes and Other Claims. So long as
any of the General Term Notes are Outstanding, the Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a Lien
upon the property of the Company or any Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be
paid or discharged any such tax, assessment, charge or claim the amount of
which, applicability or validity is being contested in good faith by
appropriate proceedings.

SECTION 505. Insurance. So long as any of the General Term
Notes are Outstanding, the Company shall, and each of its Restricted
Subsidiaries and Consumers shall, keep insured by financially sound and
reputable insurers all property of a character usually insured by entities
engaged in the same or similar businesses similarly situated against loss
or damage of the kinds and in the amounts customarily insured against by
such entities and carry such amounts of other insurance as is usually
carried by such entities.

SECTION 506. Compliance with Laws. So long as any of the
General Term Notes are Outstanding, the Company shall, and each of its
Restricted Subsidiaries and Consumers shall, comply in all material
respects with all laws applicable to the Company or such Restricted
Subsidiary or Consumers, as the case may be, its respective business and
properties.

SECTION 508. Limitation on Certain Liens. (a) So long as
any of the General Term Notes are outstanding, the Company shall not
create, incur, assume or suffer to exist any lien, mortgage, pledge,
security interest, conditional sale, title retention agreement or other
charge or encumbrance of any kind, or any other type of arrangement
intended or having the effect of conferring upon a creditor of the Company
or any Subsidiary a preferential interest (hereinafter in this Section
referred to as a "Lien") upon or with respect to the Capital Stock of
Consumers, Enterprises or NOMECO without making effective provision
whereby the General Term Notes shall (so long as any such other creditor
shall be so secured) be equally and ratably secured (along with any other
creditor similarly entitled to be secured) by a direct Lien on all
property subject to such Lien, provided, however, that the foregoing
restrictions shall not apply to:

(i) Liens for taxes, assessments or governmental charges or levies
to the extent not past due;

(ii) pledges or deposits to secure (a) obligations under workmen's
compensation laws or similar legislation, (b) statutory obligations of
the Company or (c) support obligations not to exceed $30 million at any one
time outstanding;

(iii) Liens imposed by law, such as materialmen's, mechanics',
carriers', workmen's and repairmen's Liens and other similar Liens arising
in the ordinary course of business securing obligations which are not
overdue or which have been fully bonded and are being contested in good
faith;

(iv) purchase money Liens upon or in property acquired and held by
the Company in the ordinary course of business to secure the purchase
price of such property or to secure Indebtedness incurred solely for the
purpose of financing the acquisition of any such property to be subject to
such Liens, or Liens existing on any such property at the time of
acquisition, or extensions, renewals or replacements of any of the
foregoing for the same or a lesser amount, provided that no such Lien
shall extend to or cover any property other than the property being
acquired and no such extension, renewal or replacement shall extend to or
cover property not theretofore subject to the Lien being extended, renewed
or replaced, and provided, further, that the aggregate principal amount of
the Indebtedness at any one time outstanding secured by Liens permitted by
this clause (iv) shall not exceed $10,000,000; and

(v) Liens not otherwise permitted by clauses (i) through (iv) of
this Section securing Indebtedness of the Company; provided that on the
date such Liens are created, and after giving effect to such Indebtedness,
the aggregate principal amount at maturity of all of the secured
Indebtedness of the Company at such date shall not exceed 10% of
Consolidated Assets at such date.

SECTION 509. Limitation on Consolidation, Merger, Sale or
Conveyance. So long as the General Term Notes are Outstanding, and
subject also to Article Eight of the Indenture, the Company shall not
consolidate with or merge into any other Person or sell, lease or convey
the property of the Company in the entirety or substantially as an
entirety, unless (i) immediately after giving effect to such transaction
the Consolidated Net Worth of the surviving entity is at least equal to
the Consolidated Net Worth of the Company immediately prior to the
transaction, and (ii) after giving effect to such transaction, the
surviving entity would be entitled to incur at least one dollar of
additional Indebtedness (other than revolving Indebtedness to banks)
without violation of the limitations in Section 510 hereof.

SECTION 510. Limitation on Consolidated Indebtedness. (a)
So long as any of the General Term Notes are Outstanding, the Company
shall not, and shall not permit any Restricted Subsidiary of the Company
to, issue, create, assume, guarantee, incur or otherwise become liable for
(collectively, "issue"), directly or indirectly, any Indebtedness unless
(i) the Consolidated Coverage Ratio of the Company and its Consolidated
Subsidiaries for the four consecutive fiscal quarters immediately
preceding the issuance of such Indebtedness (as shown by a pro forma
consolidated income statement of the Company and its Consolidated
Subsidiaries for the four most recent fiscal quarters ending at least 30
days prior to the issuance of such Indebtedness after giving effect to (i)
the issuance of such Indebtedness and (if applicable) the application of
the net proceeds thereof to refinance other Indebtedness as if such
Indebtedness was issued at the beginning of the period, (ii) the issuance
and retirement of any other Indebtedness since the first day of the period
as if such Indebtedness was issued or retired at the beginning of the
period and (iii) the acquisition of any company or business acquired by
the Company or any Subsidiary since the first day of the period (including
giving effect to the pro forma historical earnings of such company or
business), including any acquisition which will be consummated
contemporaneously with the issuance of such Indebtedness, as if in each
case such acquisition occurred at the beginning of the period) exceeds a
ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the
issuance of such Indebtedness and (if applicable) the application of the
net proceeds thereof to refinance other Indebtedness, the Consolidated
Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0.

(b) Notwithstanding the foregoing paragraph, the Company or
any Restricted Subsidiary may issue, directly or indirectly, the following
Indebtedness:

(1) Revolving Indebtedness to banks not to exceed
$450,000,000 in the aggregate outstanding principal amount at any
time;

(2) Indebtedness (other than Indebtedness described in
clause (1) of this Subsection) outstanding on the date of this
Second Supplemental Indenture, as set forth on Schedule 510(b)(3)
attached hereto and made a part hereof, and Indebtedness issued in
exchange for, or the proceeds of which are used to refund or
refinance, any Indebtedness permitted by this clause (3); provided,
however, that (i) the principal amount (or accreted value in the
case of Indebtedness issued at a discount) of the Indebtedness so
issued shall not exceed the principal amount (or accreted value in
the case of Indebtedness issued at a discount) of, premium, if any,
and accrued but unpaid interest on, the Indebtedness so exchanged,
refunded or refinanced and (ii) the Indebtedness so issued (A)
shall not mature prior to the stated maturity of the Indebtedness
so exchanged, refunded or refinanced, (B) shall have an Average
Life equal to or greater than the remaining Average Life of the
Indebtedness so exchanged, refunded or refinanced and (C) if the
Indebtedness to be exchanged, refunded or refinanced is
subordinated to the General Term Notes, the Indebtedness is
subordinated to the General Term Notes in right of payment;

(3) Indebtedness of the Company owed to and held by a
Subsidiary and Indebtedness of a Subsidiary owed to and held by the
Company; provided, however, that, in the case of Indebtedness of
the Company owed to and held by a Subsidiary, (i) any subsequent
issuance or transfer of any Capital Stock that results in any such
Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such
Indebtedness (except to the Company or a Subsidiary) shall be
deemed for the purposes of this Subsection to constitute the
issuance of such Indebtedness by the Company;

(4) Indebtedness of the Company issued in exchange for, or
the proceeds of which are used to refund or refinance, Indebtedness
of the Company issued in accordance with Subsection (a) of this
Section, provided that (i) the principal amount (or accreted value
in the case of Indebtedness issued at a discount) of the
Indebtedness so issued shall not exceed the principal amount (or
accreted value in the case of Indebtedness issued at a discount)
of, premium, if any, and accrued but unpaid interest on, the
Indebtedness so exchanged, refunded or refinanced and (ii) the
Indebtedness so issued (A) shall not mature prior to the stated
maturity of the Indebtedness so exchanged, refunded or refinanced,
(B) shall have an Average Life equal to or greater than the
remaining Average Life of the Indebtedness so exchanged, refunded
or refinanced and (C) if the Indebtedness to be exchanged, refunded
or refinanced is subordinated to the General Term Notes, the
Indebtedness so issued is subordinated to the General Term Notes in
right of payment; and

(5) Indebtedness of a Restricted Subsidiary issued in
exchange for, or the proceeds of which are used to refund or
refinance, Indebtedness of a Restricted Subsidiary issued in
accordance with Subsection (a) of this Section, provided that (i)
the principal amount (or accreted value in the case of Indebtedness
issued at a discount) of the Indebtedness so issued shall not
exceed the principal amount (or accreted value in the case of
Indebtedness issued at a discount) of, premium, if any, and accrued
but unpaid interest on, the Indebtedness so exchanged, refunded or
refinanced and (ii) the Indebtedness so issued (A) shall not mature
prior to the stated maturity of the Indebtedness so exchanged,
refunded or refinanced and (B) shall have an Average Life equal to
or greater than the remaining Average Life of the Indebtedness so
exchanged, refunded or refinanced.

SECTION 511. Limitation on Restricted Payments. (a) So
long as the General Term Notes are Outstanding and are rated below BBB- by
Standard & Poor's or by Duff & Phelps (or, if Duff & Phelps or Standard &
Poor's shall change its rating system, an equivalent of such rating then
employed by such organization) the Company shall not, and shall not permit
any Restricted Subsidiary of the Company, directly or indirectly, to (i)
declare or pay any dividend or make any distribution on the Capital Stock
of the Company to the direct or indirect holders of the Capital Stock of
the Company (except dividends or distributions payable solely in Non-
Convertible Capital Stock of the Company or in options, warrants or other
rights to purchase such Non-Convertible Capital Stock and except dividends
or distributions payable to the Company or a Subsidiary), (ii) purchase,
redeem or otherwise acquire or retire for value any Capital Stock of the
Company (any such dividend, distribution, purchase, redemption, other
acquisition or retirement being hereinafter referred to as a "Restricted
Payment") if at the time the Company or such Subsidiary makes such
Restricted Payment:

(1) an Event of Default, or an event that with the
lapse of time or the giving of notice or both would constitute an
Event of Default, shall have occurred and be continuing (or would
result therefrom); or

(2) the aggregate amount of such Restricted Payment
and all other Restricted Payments made since [September 30, 1993],
would exceed the sum of:

(A) [$120,000,000];

(B) 100% of Consolidated Net Income, accrued during
the period (treated as one accounting period) from
[September 30, 1993] to the end of the most recent fiscal
quarter ending at least 45 days prior to the date of such
Restricted Payment (or, in case such sum shall be a deficit,
minus 100% of the deficit); and

(C) the aggregate Net Proceeds received by the
Company from the issue or sale of or contribution with
respect to its Capital Stock subsequent to [September 30,
1993].

For the purpose of determining the amount of any Restricted Payment not in
the form of cash, the amount shall be the fair value of such Restricted
Payment as determined in good faith by the Board of Directors, provided
that if the value of the non-cash portion of such Restricted Payment as
determined by the Board of Directors is in excess of $25 million, such
value shall be based on the opinion from a nationally recognized firm
experienced in the appraisal of similar types of transactions.

(b) The provisions of Section 511(a) shall not prohibit:

(i) any purchase or redemption of Capital Stock of
the Company made by exchange for, or out of the proceeds of
the substantially concurrent sale of, Capital Stock of the
Company (other than Redeemable Stock or Exchangeable Stock);
provided, however, that such purchase or redemption shall be
excluded from the calculation of the amount of Restricted
Payments;

(ii) dividends or other distributions paid in
respect of any class of the Company's Capital Stock issued
in respect of the acquisition of any business or assets by
the Company or a Restricted Subsidiary if the dividends or
other distributions with respect to such Capital Stock are
payable solely from the net earnings of such business or
assets;

(iii) dividends paid within 60 days after the date
of declaration thereof if at such date of declaration such
dividend would have complied with this Section; provided,
however, that at the time of payment of such dividend, no
Event of Default shall have occurred and be continuing (or
result therefrom), and provided further, however, that such
dividends shall be included (without duplication) in the
calculation of the amount of Restricted Payments; or

(iv) payments pursuant to the Tax-Sharing Agreement.

SECTION 512. Limitation on Transactions with Affiliates.
So long as any of the General Term Notes are Outstanding, the Company
shall not directly or indirectly, conduct any business or enter into any
transaction or series of related transactions (including the purchase,
sale, lease or exchange of any property or the rendering of any service)
with an Affiliate unless the terms of such business, transaction or series
of transactions are as favorable to the Company as terms that could be
obtainable at the time for a comparable transaction or series of related
transactions in arm's-length dealings with an unrelated third Person.
This Section shall not apply to (x) compensation paid to officers and
directors of the Company which has been approved by the Board of Directors
of the Company or (y) loans to the Company or an Affiliate pursuant to a
global cash management program, which loans mature within one year from
the date thereof.

ARTICLE VI
ADDITIONAL EVENTS OF DEFAULT
WITH RESPECT TO THE GENERAL TERM NOTES

SECTION 601. Definition. All of the events specified in
Section 501 of the Indenture and the events specified in Section 602 of
this Article shall be "Events of Default" with respect to the General Term
Notes.

SECTION 602. Additional Events of Default. As contemplated
by Sections 301(15) and 501(7) of the Indenture, any one of the following
events (whatever the reason for such Event of Default and whether or not
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body) shall be an
Event of Default with respect to the General Term Notes for all purposes
of the Indenture:

(a) a default or event of default in respect of any
Indebtedness of the Company having an aggregate outstanding principal
amount at the time of such default in excess of $25,000,000 shall occur
which results in the acceleration of such Indebtedness or Indebtedness of
the Company having an outstanding principal amount at maturity in excess
of $25,000,000 shall not be paid at maturity thereof, which default shall
not have been waived by the holder or holders of such Indebtedness within
30 days of such default; or

(b) the entry of a final judgment or judgments against the
Company aggregating in excess of $25,000,000 which remain undischarged or
unbonded for a period (during which execution shall not be effectively
stayed) of 60 days.

ARTICLE VII
GLOBAL NOTES

The General Term Notes will be issued initially in the form
of Global Notes. "Global Note" means a registered General Term Note
evidencing one or more General Term Notes issued to a depositary (the
"Depositary") or its nominee, in accordance with this Article and bearing
the legend prescribed in this Article. A single Global Note will
represent all General Term Notes issued on the same date and having the
same terms, including, but not limited to, the same Interest Payment
Dates, rate of interest, Stated Maturity, and redemption provisions (if
any). The Company shall execute and the Trustee shall, in accordance with
this Article and the Company Order with respect to the General Term Notes,
authenticate and deliver one or more Global Notes in temporary or
permanent form that (i) shall represent and shall be denominated in an
aggregate amount equal to the aggregate principal amount of the General
Term Notes to be represented by such Global Note or Notes, (ii) shall be
registered in the name of the Depositary for such Global Note or Notes or
the nominee of such Depositary, (iii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary's instructions and (iv)
shall bear a legend substantially to the following effect: "Unless this
Global Note is presented by an authorized representative of the Depositary
to the Company or its agent for registration of transfer, exchange or
payment, and any Note issued is registered in the name of the Depositary
or in such other name as is requested by the Depositary, any transfer,
pledge or other use hereof for value or otherwise by or to any person
shall be wrongful inasmuch as the registered owner hereof, the Depositary,
has an interest herein."

Notwithstanding Section 305 of the Indenture, unless and
until it is exchanged in whole or in part for General Term Notes in
definitive form, a Global Note representing one or more General Term Notes
may not be transferred except as a whole by the Depositary, to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such
nominee to a successor Depositary for General Term Notes or a nominee of
such successor Depositary.

If at any time the Depositary for the General Term Notes is
unwilling or unable to continue as Depositary for the General Term Notes,
the Company shall appoint a successor Depositary with respect to the
General Term Notes. If a successor Depositary for the General Term Notes
is not appointed by the Company by the earlier of (i) 90 days from the
date the Company receives notice to the effect that the Depositary is
unwilling or unable to act, or the Company determines that the Depositary
is unable to act or (ii) the effectiveness of the Depositary's resignation
or failure to fulfill its duties as Depositary, the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication
and delivery of definitive General Term Notes, will authenticate and
deliver General Term Notes in definitive form in an aggregate principal
amount equal to the principal amount of the Global Note or Notes
representing such General Term Notes in exchange for such Global Note or
Notes.

The Company may at any time and in its sole discretion
determine that the General Term Notes issued in the form of one or more
Global Notes shall no longer be represented by such Global Note or Notes.
In such event the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive General
Term Notes, will authenticate and deliver General Term Notes in definitive
form in an aggregate principal amount equal to the principal amount of the
Global Note or Notes representing such General Term Notes in exchange for
such Global Note or Notes.

The Depositary for such General Term Notes may surrender a
Global Note or Notes for such General Term Notes in exchange in whole or
in part for General Term Notes in definitive form on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company
shall execute, and the Trustee shall authenticate and deliver, without
service charge:

(i) to each Person specified by such Depositary a new
General Term Note or Notes, of any authorized denomination
as requested by such Person in aggregate principal amount
equal to and in exchange for such Person's beneficial
interest in the Global Note; and

(ii) to such Depositary a new Global Note in a
denomination equal to the difference, if any, between the
principal amount of the surrendered Global Note and the
aggregate principal amount of General Term Notes in
definitive form delivered to Holders thereof.

In any exchange provided for in this Article, the Company
will execute and the Trustee will authenticate and deliver General Term
Notes in definitive registered form in authorized denominations.

Upon the exchange of a Global Note for General Term Notes in
definitive form, such Global Note shall be cancelled by the Trustee.
General Term Notes in definitive form issued in exchange for a Global Note
pursuant to this Article shall be registered in such names and in such
authorized denominations as the Depositary for such Global Note, pursuant
to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee or Security Registrar. The Trustee shall
deliver such General Term Notes to the persons in whose names such General
Term Notes are so registered.

ARTICLE VIII
DEFEASANCE

All of the provisions of Article Fourteen of the Original
Indenture shall be applicable to the General Term Notes. Upon
satisfaction by the Company of the requirements of Section 1404 of the
Indenture, in connection with any covenant defeasance (as provided in
Section 1403 of the Indenture), the Company shall be released from its
obligations under Article Eight of the Original Indenture and under
Articles III and V of this Second Supplemental Indenture with respect to
the General Term Notes.

ARTICLE IX
SUPPLEMENTAL INDENTURES

This Second Supplemental Indenture is a supplement to the
Original Indenture. As supplemented by this Second Supplemental
Indenture, the Original Indenture is in all respects ratified, approved
and confirmed, and the Original Indenture and this Second Supplemental
Indenture shall together constitute one and the same instrument.

The Company may, by supplemental indenture, amend this
Second Supplemental Indenture to provide for additional definitions, terms
and provisions relating to General Term Notes. Any such supplemental
indenture shall not adversely affect the rights and privileges of Holders
of General Term Notes issued prior to such supplemental indenture. Any
such supplemental indenture may include, but is not limited to including,
additional provisions permitting payment of General Term Notes prior to
Stated Maturity at the option of the Holders, issuance of General Term
Notes in currencies other than Dollars, and special provisions relating to
interest rate provisions.

TESTIMONIUM

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

IN WITNESS WHEREOF, the parties hereto have caused this
Second Supplemental Indenture to be duly executed and their respective
corporate seals to be hereunto affixed and attested, all as of the day and
year first written above.

CMS ENERGY CORPORATION

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

Attest:

(Corporate Seal)
- ------------------------

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Trustee

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

Attest:

(Corporate Seal)
- ------------------------

<PAGE>

EXHIBIT NO. (5)<PAGE>
<PAGE>

EXHIBIT (5)

CMS ENERGY

Facsimile -- (517) 788-0768 Denise M Sturdy
Writer's Direct Dial Number -- (517) 788-0179 Assistant General
Counsel

February 28, 1996

CMS Energy Corporation
Fairlane Plaza South
330 Town Center Drive
Suite 1100
Dearborn, MI 48126

Gentlemen:

I am the Assistant General Counsel of CMS Energy Corporation, a
Michigan corporation (the "Company"), and have acted as such in connection
with the Registration Statement on Form S-3 (the "Registration Statement")
being filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of $125,000,000 aggregate
principal amount of General Term Notes (the "Debt Securities").

In rendering this opinion, I have examined and relied upon a
copy of the Registration Statement. I have also examined, or have
arranged for the examination by an attorney or attorneys under my general
supervision, originals, or copies of originals certified to my
satisfaction, of such agreements, documents, certificates and other
statements of governmental officials and other instruments, and have
examined such questions of law and have satisfied myself as to such
matters of fact, as I have considered relevant and necessary as a basis
for this opinion. I have assumed the authenticity of all documents
submitted to me as originals, the genuineness of all signatures, the legal
capacity of all natural persons and the conformity with the original
documents of any copies thereof submitted to me for examination.

Based on the foregoing, it is my opinion that:

1. The Company is duly incorporated and validly existing under
the laws of the State of Michigan.

2. The Indenture dated as of January 15, 1994, as supplemented
(the "Indenture"), between the Company and The Chase
Manhattan Bank (National Association), as trustee (the
"Trustee"), has been duly authorized, executed and
delivered and the Company has the corporate power and
authority to execute and deliver the Second Supplemental
Indenture to the Indenture (the "Supplemental Indenture")
between the Company and The Chase Manhattan Bank (National
Association), as Trustee, to be filed as
Exhibit (4)(a)(iii) to the Registration Statement, under
which the Debt Securities are to be issued, and to
authorize and sell the Debt Securities.

3. The Debt Securities will be legally issued and binding
obligations of the Company (except to the extent
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer
or other similar laws affecting the enforcement of
creditors' rights generally and by the effect of general
principles of equity, regardless of whether enforceability
is considered in a proceeding in equity or at law) when:
(i) the Registration Statement, as finally amended
(including any necessary post-effective amendments), shall
have become effective under the Securities Act and the
Indenture (including any necessary supplemental indenture)
shall have been qualified under the Trust Indenture Act of
1939, as amended, and duly executed and delivered by the
Company and the Trustee; (ii) an appropriate Pricing
Supplement with respect to the particular Debt Securities
then being sold by the Company shall have been filed (or
mailed for filing) with the Commission pursuant to Rule 424
under the Securities Act; (iii) the Company's Board of
Directors or a duly authorized committee thereof shall have
duly adopted final resolutions authorizing the issuance and
sale of the particular Debt Securities then being sold by
the Company as contemplated by the Registration Statement
and the Indenture; and (iv) the Second Supplemental
Indenture under which the Debt Securities are to be issued
has been duly authorized, executed and delivered, and the
particular Debt Securities then being sold by the Company
shall have been duly executed and authenticated as provided
in the Indenture and such resolutions and shall have been
duly delivered to the purchasers thereof against payment of
the agreed consideration therefor.

I do not find it necessary for the purposes of this opinion to
cover, and accordingly I express no opinion as to, the application of the
securities or blue sky laws of the various states to the sale of the Debt
Securities.

I am a member of the bar of the State of Michigan and I express
no opinion as to the laws of any jurisdiction other than the State of
Michigan and the federal law of the United States of America.

I hereby consent to the filing of this opinion as an exhibit to
the Company's Registration Statement on Form S-3 relating to the Debt
Securities and to all references to me included in or made a part of the
Registration Statement.

Very truly yours,

/s/ Denise M Sturdy
<PAGE>

<PAGE>

EXHIBIT NO. (12)<PAGE>
<PAGE>
EXHIBIT (12)
<TABLE>

CMS ENERGY CORPORATION
Ratio of Earnings to Fixed Charges
(Millions of Dollars)
<CAPTION>

Years Ended December 31
1995 1994 1993 1992 1991
----------------------------------------------
(b) (c)(d)
<C> <S> <S> <S> <S> <S>
Earnings as defined (a)
Net income $ 204 $ 179 $ 155 $(297) $(262)
Income taxes 118 92 75 (146) (94)
Exclude equity basis subsidiaries (57) (18) (6) 10 10
Fixed charges as defined, adjusted to
exclude capitalized interest of $8,
$6, $5, $3, and $5 for the years
ended December 31, 1995, 1994,
1993, 1992, and 1991,
respectively 280 237 245 228 364
----------------------------------------------

Earnings as defined $ 545 $ 490 $ 469 $(205) $ 18
==============================================

Fixed charges as defined (a)
Interest on long-term debt $ 224 $ 193 $ 204 $ 169 $ 274
Estimated interest portion of lease rental 9 9 11 16 17
Other interest charges 27 18 24 35 68
Preferred stock dividend 42 36 17 16 15
----------------------------------------------

Fixed charges as defined $ 302 $ 256 $ 256 $ 236 $ 374
==============================================

Ratio of earnings to fixed charges 1.81 1.91 1.83 - -
==============================================
<FN>
NOTES:
(a) Earnings and fixed charges as defined in instructions for Item 503 of Regulation S-K.

(b) For the year ended December 31, 1992, fixed charges exceeded earnings by $441 million. Earnings as defined include
a $520 million pretax loss on the settlement of MCV Power Purchases, $(15) million for potential customer refunds and
other reserves related to 1992 but recorded in 1991, and $6 million relating to CMS Generation Company's reduction in
its investment in The Oxford Energy Company. The ratio of earnings to fixed charges would have been 1.30 excluding
these amounts.

(d) For the year ended December 31, 1991, fixed charges exceeded earnings by $356 million. Earnings as defined include
pretax losses of $398 million for write-downs and reserve amounts related to the abandonment of the Midland nuclear
plant, $76 million for potential customer refunds and other reserves, and $51 million relating to CMS Generation
Company's reduction in its investment in The Oxford Energy Company. The ratio of earnings to fixed charges would have
been 1.45 excluding these amounts.

</TABLE>

<PAGE>

EXHIBIT NO. (15)<PAGE>
<PAGE>

EXHIBIT (15)

ARTHUR ANDERSEN LLP

To CMS Energy Corporation:

We are aware that CMS Energy Corporation has incorporated by
reference in this registration statement its Form 10-Q for the quarter
ended March 31, 1995, its Form 10-Q for the quarter ended June 30, 1995
and its Form 10-Q for the quarter ended September 30, 1995, which include
our reports dated May 8, 1995, August 9, 1995 and November 9, 1995,
respectively, covering the unaudited interim financial information
contained therein. Pursuant to Regulation C of the Securities Act of
1933, those reports are not considered a part of the registration
statement prepared or certified by our Firm or reports prepared or
certified by our Firm within the meaning of Sections 7 and 11 of the Act.

/s/ Arthur Andersen LLP

Detroit, Michigan,
February 23, 1996.

<PAGE>

EXHIBIT NO. (23)(a)

(Contained in Exhibit 5 hereto)
<PAGE>

<PAGE>

EXHIBIT NO. (23)(b)<PAGE>
<PAGE>

EXHIBIT (23)(b)

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accounts, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated January 31, 1995 (except with respect to certain matters discussed
in Notes 3, 4, 7 and 13 to the consolidated financial statements as to
which the date is March 1, 1995) included or incorporated by reference in
CMS Energy Corporation's Form 10-K for the year ended December 31, 1994,
our report dated January 26, 1996, covering the consolidated financial
statements of CMS Energy Corporation for the year ended December 31, 1995,
included in CMS Energy Corporation's Form 8-K dated February 23, 1996, and
to all references to our Firm included in this registration statement.

/s/ Arthur Andersen LLP

Detroit, Michigan,
February 23, 1996.

<PAGE>

EXHIBIT NO. (24)
<PAGE>
<PAGE>

EXHIBIT (24)

CMS ENERGY

February 23, 1996

Mr. Alan M. Wright and
Mr. Thomas A. McNish
CMS Energy Corporation
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, MI 48126

We hereby appoint each of you lawful attorney for each of us and in each
of our names to sign and cause to be filed with the Securities and
Exchange Commission registration statement(s) and/or any amendment(s)
thereto, including post-effective amendment or amendments, to be
accompanied in each case by a prospectus or supplemental prospectus and
any necessary exhibits with respect to the issue and sale of up to $125
million of the Corporation's General Term Notes.

Yours very truly,

/s/ William T. McCormick, Jr /s/ Frank H Merlotti
- -------------------------------------- ---------------------------------
William T. McCormick, Jr. Frank H. Merlotti

/s/ James J Duderstadt /s/ Michael G. Morris
- -------------------------------------- ---------------------------------
James J. Duderstadt Michael G. Morris

/s/ K R Flaherty /s/ W. U. Parfet
- -------------------------------------- ---------------------------------
Kathleen R. Flaherty William U. Parfet

/s/ Victor J Fryling /s/ Percy Pierre
- -------------------------------------- ---------------------------------
Victor J. Fryling Percy A. Pierre

/s/ Earl D Holten /s/ K Whipple
- -------------------------------------- ---------------------------------
Earl D. Holten Kenneth Whipple

/s/ Lois L. Lund /s/ John B Yasinsky
- -------------------------------------- ---------------------------------
Lois L. Lund John B. Yasinsky
<PAGE>
<PAGE>

Extract from the minutes of a meeting of the Board of Directors of
CMS Energy Corporation (the "Corporation") held on February 23, 1996.

- - - - - - - -

Proposed Issue and Sale of Notes

The officers of the Corporation recommend that the Corpora-
tion issue and sell up to $125,000,000 aggregate principal amount of
senior unsecured debt in the form of General Term Notes (the "Notes") (in
addition to the amount of General Term Notes remaining under Registration
Statement No. 33-51877) to be distributed pursuant to the terms of a
Distribution Agreement to be entered into with J. W. Korth & Company and
any other agent(s) selected by any officer at the prices and on the terms
deemed desirable in the interest of the Corporation by the Chairman of the
Board, a Vice Chairman, the President or Chief Financial Officer of the
Corporation, or certain persons designated as agents for the Corporation.
The proceeds will be used for general corporate purposes.

Upon motion duly made and seconded, the following
resolutions were thereupon unanimously adopted:

RESOLVED: That the Board of Directors
approves the issue and sale of not more than $125,000,000
aggregate principal amount of senior unsecured debt in the
form of General Term Notes (the "Notes") and the officers of
the Corporation, and each of them, are authorized in their
discretion, on its behalf, to execute and file with the
Securities and Exchange Commission a Registration Statement
on Form S-3 under the Securities Act of 1933, as amended
(the "Act") with respect to the issue and sale of not more
than $125,000,000 aggregate principal amount of the Notes,
in such form as may be approved by the officers executing
the same, and to do all other things necessary to make such
registration effective, including the execution and filing
of any necessary or appropriate amendments; and

RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized in their
discretion, on its behalf, to take all actions necessary or
advisable to consummate the negotiation, registration, and
sale of up to $125,000,000 aggregate principal amount of the
Notes, which Notes shall be issued pursuant to an Indenture
dated as of January 15, 1994 entered into between the
Corporation and The Chase Manhattan Bank, National
Association, as Trustee, as supplemented by a Second
Supplemental Indenture (the "Supplemental Indenture") to be
entered into between the Corporation and The Chase Manhattan
Bank, National Association, as Trustee, substantially in the
form presented to the meeting (such Indenture as so
supplemented, the "Indenture"); and

RESOLVED FURTHER: That the form of
Supplemental Indenture and the form of Note included in such
Supplemental Indenture, as presented to the meeting, are
approved and authorized, and the officers of the
Corporation, and each of them, are authorized to execute and
deliver the Supplemental Indenture, on behalf of the
Corporation, with such changes therein as may be approved by
the officers executing the same, such approval to be
conclusively evidenced by their execution thereof; and

RESOLVED FURTHER: That any one of the
following persons: the Chairman of the Board, a Vice
Chairman, the President or Chief Financial Officer, or
Doris F. Galvin, Martin R. Walicki or Jeffrey H. Gorham, as
agents for the Corporation, are authorized in their
discretion, to execute, issue, deliver and sell from time to
time up to $125,000,000 aggregate principal amount of the
Notes pursuant to and in accordance with the Indenture and
the Distribution Agreement hereinafter described and
authorized, but subject to the effectiveness of the
Registration Statement under the Act; and

RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized in their
discretion, to execute and deliver, on its behalf, a Distri-
bution Agreement between the Corporation, J. W. Korth &
Company and any other agent(s) selected by any officer
relating to the sale of up to $125,000,000 aggregate
principal amount of the Notes, substantially in the form
presented to the meeting, with such changes therein as may
be approved by the officers executing the same, such
approval to be conclusively evidenced by their execution
thereof, and to perform all acts and things necessary to
effectuate the transaction contemplated by said Distribution
Agreement; and

RESOLVED FURTHER: That each Note issued by
the Corporation shall be sold at a price equal to 100% of
the principal amount thereof and have such terms (including,
without limitation, interest rate, maturity date, redemption
provisions (if any) and other terms permitted or
contemplated by the Indenture) as shall be set forth in a
certificate delivered to the Trustee pursuant to the terms
of the Indenture, and any one of the following persons: the
Chairman of the Board, a Vice Chairman, the President or
Chief Financial Officer, or Doris F. Galvin, Martin R.
Walicki, or Jeffrey H. Gorham, as agents of the Corporation,
are empowered to approve and authorize such terms and to
execute and deliver such certificate setting forth the same;
and

RESOLVED FURTHER: That each Note issued by
the Corporation shall bear interest at such rate, pay
interest and principal on such dates, and have such other
terms and provisions (including, but not limited to,
redemption terms or a survivor's option), and shall be
issued in definitive registered form as a global note
pursuant to the terms of the Indenture, as determined by any
one of the following persons: the Chairman of the Board, a
Vice Chairman, the President or Chief Financial Officer of
the Corporation, or Doris F. Galvin, Martin R. Walicki or
Jeffrey H. Gorham, as agents for the Corporation; and

RESOLVED FURTHER: That the officers of the
Corporation and each of them, are authorized to take any and
all action that any of such officers may deem necessary or
advisable in order to effect the registration or qualifica-
tion, or to request an exemption from such registration or
qualification, of part or all of the Notes for offer and
sale under the securities or Blue Sky laws of any of the
States of the United States of America or other
jurisdiction, and, in connection therewith, to execute,
acknowledge, verify, deliver, file and publish all such
applications, reports, resolutions, consents and other
papers and instruments as may be required under such laws,
and to take any and all further action that any such officer
may deem necessary or advisable in order to maintain any
such registration or qualification, or exemption therefrom,
for as long as such officers may deem to be in the best
interests of the Corporation; and

RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized and empowered
to sign, seal and deliver such papers and documents, and to
do or cause to be done all acts and things which any of them
may consider necessary or advisable to carry out the intent
and purposes of all the foregoing resolutions with respect
to the issue and sale of up to $125,000,000 aggregate
principal amount of the Notes of the Corporation.

- - - - - - - -

<PAGE>

EXHIBIT NO. (25)
<PAGE>
<PAGE>
EXHIBIT (25)

Securities Act of 1933 File No. _________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
==========================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)_________________
__________________

THE CHASE MANHATTAN BANK
(National Association)
(Exact name of trustee as specified in its charter)

13-2633612
(I.R.S. Employer Identification Number)

1 Chase Manhattan Plaza, New York, New York
(Address of principal executive offices)

10081
(Zip Code)
________________

CMS ENERGY CORPORATION
(Exact name of obligor as specified in its charter)

Michigan
(State or other jurisdiction of incorporation or organization)

38-2726431
(I.R.S. Employer Identification No.)

Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan
(Address of principal executive offices)

48126
(Zip Code)
__________________________________
Debt Securities
(Title of the indenture securities)
==========================================================================
<PAGE>
<PAGE> 1.
Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

Comptroller of the Currency, Washington, D.C.

Board of Governors of The Federal Reserve System,
Washington, D. C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each
such affiliation.

The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control
with the obligor.

(See Note on Page 2.)

Item 16. List of Exhibits.

List below all exhibits filed as a part of this statement of
eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect . (See Exhibit T-1 (Item 12), Registration
No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan
Bank (National Association) and The Chase Bank of New York
(National Association) to commence business and a copy of
approval of merger of said corporations, all of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank
(National Association) to exercise corporate trust powers,
both of which documents are still in effect. (See Exhibit T-1
(Item 12), Registration No. 2-67437.)
*4. -- A copy of the existing by-laws of the trustee. (See
Exhibit T-1 (Item 16) (25.1), Registration No. 33-60809.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor
is in default. (Not applicable.)
*6. -- The consents of United States institutional trustees required
by Section 321(b) of the Act.
(See Exhibit T-1, (Item 12), Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.

___________________

*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of
the Exhibit heretofore filed with the Securities and Exchange Commission,
to which there have been no amendments or changes.

___________________
<PAGE>
<PAGE> 2.
NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the
answer to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility to be signed on its behalf by
the undersigned, thereunto duly authorized, all in the City of New York,
and the State of New York, on the 22nd day of February, 1996.

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)

By: Mary Lewicki
-----------------------------
Second Vice President
<PAGE>
<PAGE>

Exhibit 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the

The Chase Manhattan Bank, N.A.

of New York in the State of New York, at the close of business on
September 30, 1995, published in response to call made by Comptroller of
the Currency, under title 12, United States Code, Section 161.

Charter Number 2370
Statement of Resources Comptroller of the Currency
and Liabilities Northeastern District

ASSETS
Thousands
of Dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin. . . . . . $ 5,081,000
Interest-bearing balances . . . . . . . . . . . . . . . . . . 5,957,000
Held to maturity securities . . . . . . . . . . . . . . . . . . . 1,678,000
Available-for-sale securities . . . . . . . . . . . . . . . . . . 5,303,000
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds sold. . . . . . . . . . . . . . . . . . . . . . 1,806,000
Securities purchased under agreements to
resell. . . . . . . . . . . . . . . . . . . . . . . . . . . 23,000
Loans and lease financing receivable:
Loans and leases, net of
unearned income . . . . . . . . . . . . . . $ 55,682,000
LESS: Allowance for loan and
lease losses. . . . . . . . . . . . . . . . 1,112,000
LESS: Allocated transfer risk
reserve . . . . . . . . . . . . . . . . . . 0
------------
Loans and leases, net of unearned income,
allowance, and reserve. . . . . . . . . . . . . . . . . . . 54,570,000
Assets held in trading accounts . . . . . . . . . . . . . . . . . 12,551,000
Premises and fixed assets (including
capitalized leases) . . . . . . . . . . . . . . . . . . . . . . 1,755,000
Other real estate owned . . . . . . . . . . . . . . . . . . . . . 400,000
Investments in unconsolidated subsidiaries
and associated companies. . . . . . . . . . . . . . . . . . . . 30,000
Customers' liability to this bank on
acceptances outstanding . . . . . . . . . . . . . . . . . . . . 1,091,000
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . 1,344,000
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . 6,322,000
---------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . $97,911,000
===========

LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . .$ 31,007,000
Noninterest-bearing . . . . . . . . . . . . . $ 12,166,000
Interest-bearing. . . . . . . . . . . . . . . 18,841,000
In foreign offices, Edge and Agreement
subsidiaries, and IBFs. . . . . . . . . . . . . . . . . . . . 36,015,000
Noninterest-bearing . . . . . . . . . . . . .$ 3,258,000
Interest-bearing. . . . . . . . . . . . . . . 32,757,000
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds purchased . . . . . . . . . . . . . . . . . . . 1,673,000
Securities sold under agreements to repurchase. . . . . . . . 233,000
Demand notes issued to the U.S. Treasury. . . . . . . . . . . . . 25,000
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . 9,105,000
Other borrowed money:
With original maturity of one year or less. . . . . . . . . . 2,783,000
With original maturity of more than one year. . . . . . . . . 395,000
Mortgage indebtedness and obligations under
capitalized leases. . . . . . . . . . . . . . . . . . . . . . . 40,000
Bank's liability on acceptances executed and
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . 1,100,000
Subordinated notes and debentures . . . . . . . . . . . . . . . . 1,960,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . 5,747,000
----------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . 90,083,000
----------
Limited-life preferred stock and related surplus. . . . . . . . . 0

EQUITY CAPITAL

Perpetual preferred stock and related surplus . . . . . . . . . . 0
Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . 921,000
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,244,000
Undivided profits and capital reserves. . . . . . . . . . . . . . 1,695,000
Net unrealized holding gains (losses) on
available-for-sale securities . . . . . . . . . . . . . . . . . (43,000)
Cumulative foreign currency translation
adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . 11,000
------
TOTAL EQUITY CAPITAL. . . . . . . . . . . . . . . . . . . . . . . 7,828,000
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL. . . . . . . . . . . . . . . . . . . . . . $ 97,911,000
============
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the
above named bank do hereby declare that this Report of Condition is true
and correct to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.

We the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in
conformance with the instructions and is true and correct.

(Signed) Thomas G. Labrecque
(Signed) Donald Trautlein Directors
(Signed) Richard J. Boyle

<PAGE>

==========================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CMS ENERGY CORPORATION

EXHIBITS

==========================================================================<PAGE>
<PAGE>
EXHIBIT INDEX

Exhibit No. Description
- ----------- ----------------------------------------------------

(1)(a) - Form of Distribution Agreement.

(3)(a) - Restated Articles of Incorporation of CMS Energy.
(Designated in CMS Energy's Form S-4 dated June 6,
1995, File No. 1-9513, as Exhibit (3)(i).)

(3)(b) - Copy of the By-Laws of CMS Energy. (Designated in
CMS Energy's Form 10-K for the year ended
December 31, 1994, File No. 1-9513, as
Exhibit (3)(b).)

(4)(a)(i) - Indenture dated as of January 15, 1994 between
CMS Energy and The Chase Manhattan Bank National
Association, as Trustee, relating to the Notes.
(Designated in CMS Energy's Form 8-K dated March 29,
1994, File No. 1-9513, as Exhibit (4)(a).)

(4)(a)(ii) - First Supplemental Indenture dated as of January 20,
1994 between CMS Energy and The Chase Manhattan
Bank, National Association, as Trustee. (Designated
in CMS Energy's Form 8-K dated March 29, 1994, File
No. 1-9513, as Exhibit (4)(b).)

(4)(a)(iii) - Form of Second Supplemental Indenture.

(5) - Opinion of Counsel.

(12) - Statement regarding computation of ratio of earnings
to fixed charges.

(15) - Letter regarding unaudited interim financial
information.

(23)(a) - Consent of Counsel is contained in Exhibit 5 hereto.

(23)(b) - Consent of Arthur Andersen LLP.

(24) - Powers of Attorney.

(25) - Form T-1, Statement of Eligibility of Trustee.

Exhibits listed above which have been filed with the Securities and
Exchange Commission are incorporated herein by reference with the same
effect as if filed with this registration statement.

<PAGE>